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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
KEMET Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 57-0923789
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
2835 KEMET Way
Simpsonville, South Carolina 29681
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
Preferred Share Purchase Rights New York Stock Exchange, Inc.
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If this form relates to the registration of a class If this form relates to the registration of a class of securities pursuant
of securities pursuant to Section 12(b) of the to Section 12(g) of the Exchange Act and is effective pursuant to General
Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [_]
Instruction A.(c), please check the following box. [X]
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Securities Act registration statement file number to which this form relates:
None
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(If applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered: Preferred
Share Purchase Rights.
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
Securities as of the close of business on the Distribution Date, and such
separate Right Certificates alone will evidence the Rights.
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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
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
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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 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 maybe
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
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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 $0.01 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 attached
hereto as Exhibit 8, which is incorporated in this Registration Statement on
Form 8-A by reference.
Item 2. Exhibits.
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Number Description
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1. Annual Report on Form 10-K for the year ended March 31, 1999,
filed with the Securities and Exchange Commission (the
"Commission") on July 1, 1999 pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "Act").*
2. Quarterly Reports on Form 10-Q for the quarterly periods ended
June 30, 1999 and September 30, 1999, filed with the
Commission on August 12, 1999 and November 15, 1999,
respectively, pursuant to Section 13 of the Act.*
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3. Current Report on Form 8-K dated June 23, 1999, filed with the
Commission on July 1, 1999 pursuant to Section 13 of the Act.*
4. Proxy Statement relating to the Company's 1999 Annual Meeting
of Stockholders, filed with the Commission on June 21, 1999
pursuant to Section 14 of the Act.*
5. Restated Certificate of Incorporation of the Company, as
amended by Certificate of Amendment of Restated Certificate of
Incorporation.*
6. Restated Bylaws of the Company.*
7. Specimen of Common Stock Certificate of the Company.*
8. Rights Agreement, dated as of July 1, 1996, between the
Company and Wachovia Bank of North Carolina, N.A., as Rights
Agent, rncluding 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.*
9. Annual Report to Stockholders for the fiscal year ended March
31, 1999.*
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* Filed with the New York Stock Exchange, Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
KEMET Corporation
Date: November 29, 1999 By: /s/ Glenn H. Spears
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Name: Glenn H. Spears
Title: Executive Vice President and Secretary
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