- Current report filing (8-K)
2010年11月6日 - 6:13AM
Edgar (US Regulatory)
UNITED STATES
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):
November 4,
2010
KEMET Corporation
(Exact name of registrant as specified in its charter)
Delaware
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0-20289
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57-0923789
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(State of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2835 Kemet Way, Simpsonville, SC
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29681
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(864) 963-6300
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On
November 5, 2010, KEMET Corporation (the Company) filed with the Secretary of State of Delaware
a Certificate of Amendment to its Restated Certificate of Incorporation (the
Certificate of Amendment) to effect a reverse stock split of the Companys
common stock at a ratio of one-to-three (the Reverse Stock Split). The Certificate of Amendment is attached
hereto as Exhibit 3.1 and is incorporated herein by reference.
The
Reverse Stock Split will be effective on NYSE Amex on November 8, 2010.
Fractional shares will not be issued in connection with the reverse stock
split. Stockholders who otherwise would hold fractional shares will be entitled
to a cash payment (without interest or deduction) in respect of such fractional
shares. Fractional shares will be collected and pooled by the Companys
transfer agent and sold in the open market and the proceeds will be allocated
to the stockholders respective accounts pro rata in lieu of fractional shares.
Item
7.01 Regulation FD Disclosure
On
November 4, 2010, the Company announced the results of its special meeting
of stockholders and its intention to file the Certificate of Amendment. The Companys stockholders approved the
Reverse Stock Split at a special meeting of stockholders held on November 3,
2010. The Reverse Stock Split was previously approved by the Companys Board of
Directors. A total of 58,049,061 votes were cast for the Reverse Stock Split at
the stockholder meeting, 11,271,815 against and 424,763 abstained.
A
copy of the press release announcing the effectiveness of the Reverse Stock
Split is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
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Description of Exhibit
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3.1
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Certificate of Amendment
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99.1
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Press Release, dated
November 4, 2010.
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2
Signature
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date:
November 5, 2010
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KEMET
Corporation
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/s/
R. James Assaf
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Name:
R. James Assaf
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Title:
Vice President, General Counsel and Secretary
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3
EXHIBIT INDEX
Exhibit No.
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Description of Exhibit
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3.1
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Certificate of Amendment
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99.1
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Press Release, dated
November 4, 2010.
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4
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