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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 30, 1996
KEMET Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-20289 57-0923789
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation Identification No.)
P.O. Box 5928, Greenville, SC 29606
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 963-6300
This Instrument contains 9 pages.
The Exhibit Index is located on page 8.
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Item 5. Other Events
Adoption of Stockholder Rights Plan
On June 30, 1996, the Board of Directors of KEMET Corporation (the
"Company") authorized the issuance of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $0.01 per share
(the "Voting Common"), and non-voting common stock, par value $0.01 per share
(the "Non-Voting Common," and together with the Voting Common, the "Common
Securities"), of the Company. The distribution is payable to the stockholders
of record at the close of business on July 1, 1996 (the "Record Date"), which
is also the payment date, and with respect to all Common Securities that become
outstanding after the Record Date and prior to the earliest of the Distribution
Date (as defined below), the redemption of the Rights, the exchange of the
Rights, and the expiration of the Rights (and, in certain cases, following the
Distribution Date). Each Right entitles the registered holder to purchase from
the Company one one-thousandth of a share of a Junior Participating Preferred
Stock, Series A, par value $0.10 per share, of the Company (the "Preferred
Shares") at a price of $85.00 per one one-thousandth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights, and certain defined terms used herein, are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Wachovia Bank of
North Carolina, N.A., as Rights Agent (the "Rights Agent"), dated as of July 1,
1996.
Until the earlier to occur of (i) the expiration of the Company's
redemption rights following the date of public disclosure that a person or group
other than certain Exempt Persons (an "Acquiring Person"), together with persons
affiliated or associated with such Acquiring Person (other than those that are
Exempt Persons), has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding Common Securities (the "Stock
Acquisition Date") or (ii) the tenth business day after the date of commencement
or public disclosure of an intention to commence a tender offer or exchange
offer by a person other than an Exempt Person if, upon consummation of the
offer, such person could acquire beneficial ownership of 15% or more of the
outstanding Common Securities (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced by Common Security
certificates and not by separate certificates. The Rights Agreement provides
that, until the Distribution Date (or earlier redemption, exchange or expiration
of the Rights), the Rights will be transferred with and only with the Common
Securities. Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), new Common Security certificates issued after July 1,
1996, upon transfer or new issuance of the Common Securities, will contain a
notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights)
the surrender for transfer of any certificate for Common Securities, with or
without such notation or a copy of this Summary of Rights being attached
thereto, will also constitute the transfer of the Rights associated with the
Common Securities represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common
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Securities as of the close of business on the Distribution Date, and such
separate Right Certificates alone will evidence the Rights.
The Rights will first become exercisable after the Distribution Date
(unless sooner redeemed or exchanged). The Rights will expire at the close of
business on July 1, 2006 (the "Expiration Date"), unless earlier redeemed or
exchanged by the Company as described below.
The Purchase Price payable, and the number of Preferred Shares or
other securities, cash or other property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend or distribution on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights, options or warrants to subscribe for
Preferred Shares or securities convertible into Preferred Shares at less than
the current market price of the Preferred Shares or (iii) upon the distribution
to holders of the Preferred Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends out of earnings or retained earnings)
or of subscription rights or warrants (other than those referred to above). In
addition, the Purchase Price payable and the number of Preferred Shares
purchasable, on exercise of a Right is subject to adjustment in the event that
the Company should (i) declare or pay any dividend on the Common Securities
payable in Common Securities or (ii) effect a subdivision or combination of the
Common Securities into a different number of Common Securities.
In the event that, at any time following public disclosure that an
Acquiring Person has become such, the Company is involved in a merger or other
business combination transaction where the Company is not the surviving
corporation or where Common Securities are changed or exchanged or in a
transaction or transactions wherein 50% or more of its consolidated assets or
earning power are sold, proper provision would be made so that each holder of a
Right (other than such Acquiring Person and certain related persons or
transferees) shall thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of shares
of common stock of the acquiring company or the Company, as the case may be,
which at the time of such transaction would have a market value of two times the
exercise price of the Right. In the event that there is public disclosure that
an Acquiring Person has become such, proper provision would be made so that each
holder of a Right, other than Rights that are or were beneficially owned by the
Acquiring Person and certain related persons and transferees (which will
thereafter be void), on or after the earlier of the Distribution Date and the
first public disclosure that an Acquiring Person has become such, will
thereafter have the right to receive upon exercise that number of shares of
Voting Common (or other securities) having at the time of such transaction a
market value of two times the exercise price of the Right. In addition, the
Company's Board of Directors has the option of exchanging all or part of the
Rights (excluding void Rights) for an equal number of shares of Voting Common in
the manner described in the Rights Agreement.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
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such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-thousandth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading date prior to the date
of exercise.
At any time prior to public disclosure that an Acquiring Person has
become such, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price"),
payable in cash, shares (including fractional shares) of Voting Common or any
other form of consideration deemed appropriate by the Board of Directors.
At any time prior to public disclosure that an Acquiring Person has
become such, the Board of Directors of the Company may amend or supplement the
Rights Agreement without the approval of the Rights Agent or any holder of the
Rights, except for an amendment or supplement which would change the Redemption
Price, provide for an earlier expiration date of the Rights or change the
Purchase Price. Thereafter, the Board of Directors of the Company may amend or
supplement the Rights Agreement without such approval only to cure ambiguity,
correct or supplement any defective or inconsistent provision or change or
supplement the Rights Agreement in any manner which shall not adversely affect
the interests of the holders of the Rights (other than an Acquiring Person or an
affiliate or associate thereof). Immediately upon the action of the Board of
Directors providing for any amendment or supplement, such amendment or
supplement will be deemed effective.
The Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment equal to the greater of $25 per share and 1,000 times
the dividend declared per Common Security. In the event of liquidation, the
holders of the Preferred Shares will be entitled to a minimum preferential
liquidation payment equal to the greater of $100 per share and 1,000 times the
payment made per Common Security. Each Preferred Share will have 1,000 votes
per share, voting together with the Voting Common. In the event of any merger,
consolidation or other transaction in which Common Securities are exchanged,
each Preferred Share will be entitled to receive 1,000 times the amount received
per Common Security.
Exempt Persons include (i) the Company, (ii) any Subsidiary of the
Company, (iii) Citicorp Venture Capital, Ltd., and its affiliates and associates
("CVC"), (iv) the parties to the existing voting agreement (together with their
respective affiliates and associates, the "Voting Agreement Parties") covering
the Company's Common Securities, (v) any employee benefit plan of the Company or
of any Subsidiary of the Company, and (vi) any Person holding Common Securities
for any such employee benefit plan or for employees of the Company or of any
Subsidiary of the Company pursuant to the terms of any such employee benefit
plan.
Subject to certain exceptions and Permitted Acquisitions, CVC is
allowed to acquire additional Common Securities in an amount not to exceed the
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sum of (i) 1% and (ii) its beneficial ownership of Common Securities on the date
of the Rights Agreement, as such beneficial ownership of Common Securities may
be increased as a result of certain subsequent events such as an acquisition of
Common Securities by the Company or any Subsidiary or as a result of acquiring
Common Securities as a result of the operation of the Rights Agreement.
Subject to certain exceptions and Permitted Acquisitions, the Voting
Agreement Parties are allowed to acquire additional Common Securities in an
amount not to exceed the sum of (i) 1% and (ii) the beneficial ownership of
Common Securities of such Persons on the date of the Rights Agreement, as such
beneficial ownership of Common Securities may be increased as a result of
certain subsequent events such as an acquisition of Common Securities by the
Company or any Subsidiary or as a result of acquiring Common Securities as a
result of the operation of the Rights Agreement.
"Permitted Acquisition" means (i) solely with respect to CVC, any
acquisition by way of any stock dividend, stock split, reorganization,
recapitalization, merger, consolidation, rights offering or other like
distribution made available to holders of Common Securities generally or under
this Agreement (as the same may be amended, restated or supplemented from time
to time) or any other shareholder rights agreement; and (ii) solely with respect
to the Voting Agreement Parties, (A) any acquisition by way of any stock
dividend, stock split, reorganization, recapitalization, merger, consolidation,
rights offering or other like distribution made available to holders of Common
Securities generally or under this Agreement (as the same may be amended,
restated or supplemented from time to time) or any other shareholder rights
agreement, and (B) any acquisition pursuant to any employee benefit plan,
executive compensation plan, management agreement, director, executive,
management or employee stock option plan, or any other officer or employee
incentive award, benefit, bonus or similar plan, agreement, system or
arrangement.
The Rights may have certain anti-takeover effects. The Rights may
cause substantial dilution to a person or group (except as described above with
respect to an Exempt Person) that attempts to acquire the Company on terms not
approved by the Board, except pursuant to an offer conditioned on a substantial
number of Rights being acquired. The Rights should not interfere with any
merger or other business combination approved by the Board of Directors prior to
the time a person or group other than an Exempt Person has acquired beneficial
ownership of 15% or more of the Common Securities, because until such time the
Rights may generally be redeemed by the Company at $.01 per Right.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
incorporated by reference as Exhibit 4.1 to this Current Report on Form 8-K.
The Company announced the adoption of the Rights Plan in a press release, dated
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July 1, 1996, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
4.1 Rights Agreement, dated as of July 1, 1996, between
KEMET Corporation and Wachovia Bank of North Carolina, N.A., as Rights Agent,
including the form of Certificate of Designation, Preferences and Rights of
Junior Participating Preferred Stock, Series A attached thereto as Exhibit A,
the form of Rights Certificate attached thereto as Exhibit B and the Summary of
Rights attached thereto as Exhibit C. (Incorporated by reference to the
Company's Registration Statement on Form 8-A, filed with the Commission on July
1, 1996.)
99.1 Press Release, dated July 1, 1996, issued by the
Company.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KEMET Corporation
Dated: July 8, 1996 By: /S/ Glenn H. Spears
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Glenn H. Spears
Senior Vice President and Secretary
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EXHIBIT INDEX
Exhibit No. Description Page No.
4.1 Rights Agreement, dated as of July 1, 1996, between *
KEMET Corporation and Wachovia Bank of North
Carolina, N.A., as Rights Agent, including the
form of Certificate of Designation, Preferences
and Rights of Junior Participating Preferred Stock,
Series A attached thereto as Exhibit A, the form
of Rights Certificate attached thereto as Exhibit B
and the Summary of Rights attached thereto as Exhibit C.
99.1 Press Release, dated July 1, 1996, issued by the Company. 9
* Incorporated by reference to the Company's Registration Statement on
Form 8-A, filed with the Commission on July 8, 1996.
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FOR IMMEDIATE RELEASE
Contact: Glenn H. Spears
Senior Vice President
864-963-6674
Greenville, South Carolina (July 1, 1996) - KEMET Corporation
(Nasdaq/NM:KMET) announced today that it had advised Vishay
Intertechnology, Inc. that it was not interested in engaging in
discussions. KEMET's Board of Directors determined that the
Company's strong future prospects as an independent company make
discussions with Vishay not in the best interests of the Company,
its stockholders, employees, customers and other stakeholders.
KEMET Corporation also announced that its Board of Directors
adopted a Preferred Share Purchase Rights Plan and declared a
dividend distribution payable to stockholders of record at the
close of business on July 1, 1996 (which is also the payment
date), of one Preferred Share Purchase Right on each outstanding
share of the Company's voting and non-voting common stock. The
Rights will initially be represented by the existing certificates
for the voting and non-voting common stock. Stockholders do not
need to take any action in connection with this distribution of
Rights. Each Right will entitle stockholders to buy one
one-thousandth of a share of a new series of junior participating
preferred stock for an exercise price of $85.
The Rights will be exercisable only if a person or group (with
certain exceptions, including Citicorp Venture Capital, Ltd. and
the other parties to an existing voting agreement), acquires, or
announces a tender offer for, 15% or more of the Company's common
stock. In the event that a person or group (except as previously
described) acquires 15% or more of the outstanding common stock,
each holder of a Right (with certain exceptions) will be entitled
upon exercise of the Right to receive common stock having at the
time of exercise a market value of two times the exercise price
of the Right. The Company may exchange the Rights for the
Company's common stock on a one-for-one basis at any time after a
person or group (except as previously described) has acquired 15%
or more of the outstanding common stock. The Company will be
entitled to redeem the Rights at $.01 per Right (payable in cash
or common stock of the Company, at the Company's option) at any
time before public disclosure that a 15% position has been
acquired. The Rights will expire on July 1, 2006, unless
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previously redeemed or exercised. The distribution of the Rights
is not a taxable event to stockholders.
KEMET Corporation, headquartered in Greenville, South Carolina,
is the largest manufacturer of solid tantalum capacitors in the
world and the second largest manufacturer of multilayer ceramic
capacitors in the United States. KEMET's common stock is listed
on The Nasdaq Stock Market's National Market under the symbol
KMET.
