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): May 18,
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
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May
18, 2009, Mr. Noboru Nakamura resigned from his position as a Director on the
Board of Directors of AVX Corporation (the “Company”). Mr. Nakamura was a Class
I Director whose term was set to expire at the Company’s 2010 Annual
Meeting. Mr. Nakamura had been a member of the Board of Directors
since 2007. Since April 1, 2009, Mr. Nakamura is an Advisor to Kyocera
Corporation (“Kyocera”). He was Chairman of the Board and
Representative Director of Kyocera from 2006 to 2009. He was a Director of
Kyocera from 2003 to 2006.
On May
18, 2009, the Board of Directors of the Company appointed Mr. Tetsuo Kuba to the
Board to serve out the remaining term of Mr. Noboru Nakamura. Mr. Kuba has been
appointed to the Compensation, Equity Compensation and Executive Committees of
the Board. Mr. Kuba has been President and Representative Director of
Kyocera since April 2009 and Director and Senior Managing Executive Officer of
Kyocera from 2008 to 2009. He was also Senior Managing Executive Officer of
Kyocera from 2007 to 2008 and Managing Executive Officer of Kyocera from 2005 to
2007.
Kyocera
is the majority stockholder of AVX. See Note 14 to the Company’s
consolidated financial statements in its Annual Report on Form 10-K for the year
ended March 31, 2008 and “Relationship with Kyocera and Related Transactions” in
the Company’s proxy statement for its 2008 Annual Meeting of Shareholders for
information required under Item 404(a) of Regulation S-K concerning the
Company’s relationship with Kyocera. Such information is incorporated
herein by reference.
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: May
18, 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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