Item 1.02. Termination of a Material Definitive Agreement
Effective as of
Item 2.01. Completion of Acquisition or Disposition of Assets
As described in the Introductory Note above, on
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The aggregate consideration paid by Merger Sub in the Offer and Merger to
purchase all outstanding Shares (other than the Shares already owned by
Kyocera), was approximately
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
In connection with the consummation of the Merger, the Company (i) notified the
Item 3.03. Material Modification to Rights of Security Holders
The information contained in the Introductory Note and Items 1.02, 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Upon completion of the Merger on
Pursuant to the Merger Agreement, the officers of the Company immediately prior to the Effective Time became the officers of the surviving corporation following the Effective Time and will hold office at the pleasure of the board of directors of the surviving corporation and in accordance with the Bylaws (defined below).
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's Restated Certificate of Incorporation was amended and restated in its entirety as set forth on Annex II to the Merger Agreement (the "Amended and Restated Certificate of Incorporation") and the Company's Amended and Restated By-laws were amended and restated to read in their entirety as the bylaws of Merger Sub immediately prior to the Effective Time (the "Bylaws").
Copies of the Amended and Restated Certificate of Incorporation and Bylaws are filed as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference into this Item 5.03.
Item 8.01. Other Items
On
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are included with this Report:
Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofFebruary 21, 2020 , by and amongAVX Corporation ,Kyocera Corporation andArch Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onFebruary 21, 2020 ) 3.1 Amended and Restated Certificate of Incorporation of the Company (filed herewith) 3.2 Amended and Restated Bylaws of the Company (filed herewith) 99.1 Press release, datedMarch 30, 2020 (filed herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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