UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Date
of Report (date of earliest event reported): March 30,
2009
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(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-7201
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33-0379007
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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801
17th Avenue South
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Myrtle
Beach, South Carolina
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29577
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(Address
of principal executive offices)
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(Zip
Code)
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(843)
448-9411
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(Registrant's
telephone number, including area
code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal
Year
On March
30, 2009, the Board of Directors of AVX Corporation (the “Company”), approved
amendments to the Company’s bylaws which in summary: (i) clarified and addressed
in greater detail the requirements for stockholders to nominate directors or
present other items of business at an annual meeting, (ii) provided, without
reduction of such time periods, that the time periods for stockholders to give
notice of nominations or other business at an annual meeting be established by
reference to the date of the prior year’s meeting rather than (as previously set
forth in the by-laws) prospectively to the date of the current year's meeting,
(iii) provided certain additional information required to be set forth in or
accompany a stockholder's notice of a director nomination or other items of
business to be presented at an annual meeting including, in addition to
ownership of stock, any derivative positions held or hedging or other
transactions entered into by the stockholder which may affect such stockholder's
voting power, and any relationship or arrangement of such stockholder and its
affiliates with the nominee or with respect to the business proposed, (iv)
clarified the requirements for the conduct of business at special meetings of
stockholders and, if applicable, advance notice of nominations by stockholders
at special meetings, (v) clarified the procedures in the event of a vacancy on
certain Board committees, (vi) clarified the authority of the Company’s Chief
Executive Officer to appoint non-executive officers of the Company, and (vii)
made other minor clarifying and conforming changes to the bylaws.
The
amended bylaws are effective as of March 30, 2009. The summary of changes to the
bylaws set forth above does not constitute a complete summary of the changes and
is qualified in its entirety by reference to the full text of the bylaws, a copy
of which is attached to this report as Exhibit 3.2 and incorporated herein by
reference.
Item 9.01 Financial Statements and
Exhibits
(d) Exhibits
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.
Date: March
31, 2009
AVX
CORPORATION
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By:
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/s/
Kurt P. Cummings
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Name:
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Kurt
P. Cummings
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Title:
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Vice
President,
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Chief
Financial Officer,
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Treasurer
and Secretary
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