SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3 to

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

KEMET CORPORATION

(Name of Subject Company (Issuer))

KEMET CORPORATION

(Name of Filing Person (Issuer))

2.25% Convertible Senior Notes due 2026
(Title of Class of Securities)

488360 AA6
488360 AB4
(CUSIP Number of Class of Securities)

William M. Lowe, Jr.
Executive Vice President and Chief Financial Officer
KEMET Corporation
2835 Kemet Way
Simpsonville, South Carolina 29681
(864) 963-6300
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)

With a copy to:

H. Kurt von Moltke, P.C.

William R. Burke
Kirkland & Ellis LLP
300 North LaSalle Avenue
Chicago, Illinois 60654
(312) 862-2200

CALCULATION OF FILING FEE:

Transaction Value(*)	Amount of Filing Fee(**)
$37,867,500	$2,700

(*)Calculated solely for the purposes of determining the amount of the filing fee.  Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the transaction value was calculated assuming that a maximum of $40,500,000 principal amount of 2.25% Convertible Senior Notes due 2026 of KEMET Corporation, as described herein, will be purchased at a purchase price of $935 per $1,000 principal amount outstanding, plus accrued and unpaid interest up to but excluding the expiration date, resulting in a repurchase price of $37,867,500, plus accrued and unpaid interest up to but excluding the expiration date, if any.

(**)The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended.

xCheck box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: $2,700	Filing party: KEMET Corporation
Form or Registration No.: Schedule TO-I	Date filed: April 20, 2010

oCheck box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

o	third party tender offer subject to Rule 14d-1	o	going-private transaction subject to Rule 13e-3
x	issuer tender offer subject to Rule 13e-4	o	amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

INTRODUCTORY STATEMENT

This Amendment No. 3 (the “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2010 by KEMET Corporation (the “Company”), as amended by Amendment No. 1, filed with the SEC on April 22, 2010 (“Amendment No. 1”), and Amendment No. 2, filed with the SEC on May 10, 2010 (“Amendment No. 2”), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, in connection with its offer (as amended or supplemented, the “Tender Offer”) to purchase for cash up to $40,500,000 in aggregate principal amount of the Company’s 2.25% Convertible Senior Notes due 2026, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 20, 2010 (as amended or supplemented, the “Offer to Purchase”), the related Letter of Transmittal (as amended or supplemented, the “Letter of Transmittal”), and the related the Supplement to Offer to Purchase filed with the SEC together with Amendment No. 2, which are Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iv) to this Schedule TO, respectively.

Except as otherwise set forth below, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 3. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

Item. 1 Summary Term Sheet.

Item 1 of the Schedule TO is hereby amended and supplemented by adding the following language thereto.

The Tender Offer expired at 11:59 p.m. New York City time on May 17, 2010.

Results of the Tender Offer

On May 18, 2010, the Company issued a press release announcing conclusion of the Tender Offer.  A copy of the press release is filed as Exhibit (a)(1)(v) to this Schedule TO and is incorporated herein by reference.

Based on final information provided to the Company by D.F. King & Co., Inc., the information agent and depositary for the Tender Offer, $57,480,000 in aggregate principal amount of Notes, representing approximately 71 percent of the aggregate principal amount of the outstanding Notes prior to the expiration of the Tender Offer, were validly tendered and not validly withdrawn as of the Expiration Date.

Because the aggregate principal amount of Notes tendered exceeded the Maximum Tender Amount ($40,500,000 in aggregate principal amount) that the Company was obligated to accept pursuant to the terms and conditions of the Offer to Purchase, the aggregate principal amount of Notes to be purchased from each holder that tendered Notes were prorated, such that approximately 70 percent of the Notes tendered by such holder were accepted for purchase in accordance with the Offer to Purchase.  The Company accepted Notes in an aggregate principal amount of $40,500,000 at a purchase price of $935 for each $1,000 principal amount of Notes purchased in the Tender Offer, plus accrued and unpaid interest to, but excluding, the date of payment for the Notes.

The aggregate consideration (including accrued and unpaid interest) for the accepted Notes, equal to $37,875,093.81, was deposited with The Depository Trust Company on May 18, 2010 and for delivery to the tendering holders.  The Company used cash received in connection with its previously announced private placement of $230,000,000 in aggregate principal amount of the Company’s 10.5% Senior Notes due 2018 to fund the payment of consideration for the Notes.

The information set forth in the press release, dated May 18, 2010, which is Exhibit (a)(1)(v) to this Schedule TO, is incorporated by reference into this Item 1.

Item 4. Terms of the Transaction.

The information provided in Item 1 is incorporated herein by reference into this Item 4.

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Item 7. Source and Amount of Funds or Other Consideration.

The information provided in Item 1 is incorporated herein by reference into this Item 7.

Item 11. Additional Information.

The information provided in Item 1 is incorporated herein by reference into this Item 11.

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended by adding the following exhibits thereto.

Exhibit No.	Description
(a)(1)(v)	Press Release, dated May 18, 2010.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	KEMET CORPORATION
	By:	/s/ William M. Lowe, Jr.
	Name:	William M. Lowe, Jr.
	Title:	Executive Vice President and Chief Financial Officer
Dated: May 18, 2010

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EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(i)*	Offer to Purchase, dated April 20, 2010.
(a)(1)(ii)*	Form of Letter of Transmittal.
(a)(1)(iii)*	IRS Form W-9.
(a)(1)(iv)*	Supplement to Offer to Purchase, dated May 5, 2010.
(a)(1)(v)	Press Release, dated May 18, 2010.
(a)(2)*	None.
(a)(3)*	None.
(a)(4)*	None.
(a)(5)*	Press Release, dated April 20, 2010.
(b)	None.
(d)(1)*	Indenture, dated as of November 1, 2006, between the Company and Wilmington Trust Company, as Trustee (as incorporated by reference to Exhibit 4.3 filed with the Company’s Registration Statement on Form S-3 (Registration No. 333-140943), filed with the SEC on February 28, 2007).
(d)(2)*	Registration Rights Agreement, dated as of November 1, 2006, by and among the Company and Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (as incorporated by reference to Exhibit 4.2 filed with the Company’s Registration Statement on Form S-3 (Registration No. 333-140943), filed with the SEC on February 28, 2007).
(d)(3)*	Restated Certificate of Incorporation of the Company, as amended to date (as incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1992).
(d)(4)*	Amended and Restated By-laws of KEMET Corporation (as incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated June 3, 2008).
(d)(5)*	1992 Executive Stock Option Plan, (as incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 Reg. No. 33-48056).
(d)(6)*	Amendment No. 1 to KEMET Corporation 1992 Key Employee Stock Option Plan effective October 23, 2000 (as incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2000).
(d)(7)*	Form of Grant of Nonqualified Stock Option, dated April 6, 1992, by and between the registrant and each of the executives listed on the schedule attached thereto (as incorporated by reference to Exhibit 10.12.1 to the Company’s Registration Statement on Form S-1 Reg. No. 33-48056).
(d)(8)*	1995 Executive Stock Option Plan by and between the registrant and each of the executives listed on the schedule attached hereto (as incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended March 31, 1996).
(d)(9)*	2004 Long-Term Equity Incentive Plan (as incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 Reg. No. 333-123308).
(d)(10)*	Warrant to Purchase Common Stock, dated June 30, 2009, issued by the Company to K Financing, LLC (as incorporated by reference to Exhibit 10.1 to Form 8-K filed June 30, 2009).
(d)(11)*	Investor Rights Agreement, dated June 30, 2009, between the Company and K Financing, LLC (as incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2009).
(d)(12)*	Amended and Restated Credit Agreement, dated as of June 7, 2009, by and among the Company, K Financing, LLC and the other parties thereto (as incorporated by reference to Exhibit (b)(1) filed with the Company’s Amendment No. 3 to Schedule TO, filed with the SEC on June 8, 2009).
(d)(13)*	Amendment No. 1 to Amended and Restated Credit Agreement entered into on June 7, 2009, by and among the Company, K Financing, LLC and the other parties thereto, dated June 21, 2009 (as incorporated by reference to Exhibit (b)(2) filed with the Company’s Amendment No. 5 to Schedule TO, filed with the SEC on June 22, 2009).

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(d)(14)*	Amendment No. 2 to Amended and Restated Credit Agreement entered into on June 7, 2009, by and among the Company, K Financing, LLC and other parties thereto, dated September 30, 2009 (as incorporated by reference to Exhibit 10.1 to Form 8-K filed October 6, 2009).
(d)(15)*	Purchase Agreement, dated April 21, 2010, by and among the Company, certain subsidiary guarantors named therein and Banc of America Securities LLC, as representative of the several initial purchasers (as incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 22, 2010).
(d)(16)*	Indenture, dated May 5, 2010, by and among the Company, certain subsidiary guarantors named therein and Wilmington Trust Company, as trustee (as incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 5, 2010).
(d)(17)*	Registration Rights Agreement, dated May 5, 2010, by and among the Company, certain subsidiary guarantors named therein and several initial purchasers named therein (as incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated May 5, 2010).
(g)	None.
(h)	None.

*              Previously filed.

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EX-99.(A)(1)(V)

Exhibit (a)(1)(v)

FOR IMMEDIATE RELEASE

Contact:	William M. Lowe, Jr.
	Executive Vice President and
	Chief Financial Officer
	williamlowe@KEMET.com
	864-963-6484

KEMET CORPORATION ANNOUNCES COMPLETION OF
TENDER OFFER FOR ITS 2.25% CONVERTIBLE SENIOR NOTES DUE 2026

Greenville, South Carolina (May 18, 2010) — KEMET Corporation (KEME.OB) today announced completion of KEMET’s tender offer for its 2.25% Convertible Senior Notes due 2026 (CUSIP Nos. 488360 AA6 and 488360 AB4) (the “Notes”), which expired at 11:59 p.m., New York City time on May 17, 2010 (the “Expiration Date”).

On May 18, 2010, KEMET accepted for purchase $40,500,000 in aggregate principal amount of outstanding Notes that were validly tendered and not validly withdrawn as of the Expiration Date, pursuant to the Offer to Purchase, dated April 20, 2010 (as amended and supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as amended from time to time, the “Letter of Transmittal”).

Based on final information provided to KEMET by D.F. King & Co., Inc., the information agent and depositary for the tender offer, $57,480,000 in aggregate principal amount of Notes, representing approximately 71 percent of the aggregate principal amount of the outstanding Notes prior to the expiration of the tender offer, were validly tendered and not validly withdrawn as of the Expiration Date. Because the aggregate principal amount of Notes tendered exceeded the maximum tender amount ($40,500,000 in aggregate principal amount) that KEMET was obligated to accept under the terms of the tender offer, the amount of Notes that the Company accepted from tendering holders was subject to proration. As a result, $40,500,000 in aggregate principal amount of Notes were accepted for purchase in the tender offer at a purchase price of $935 for each $1,000 principal amount of Notes purchased in the tender offer, plus accrued and unpaid interest to, but excluding, the date of payment for the Notes.

The aggregate consideration (including accrued and unpaid interest) for the accepted Notes, equal to $37,875,093.81, will be deposited with The Depository Trust Company on May 18, 2010 for delivery to the tendering holders.

BofA Merrill Lynch served as the dealer manager for the tender offer. D.F. King & Co., Inc. served as the information agent and depositary for the tender offer. Questions regarding the tender offer should be directed to BofA Merrill Lynch at 1-888-292-0070 (U.S. toll-free). Requests for the Offer to Purchase and other documents relating to the tender offer may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for banks and brokers only) or 1-800-714-3312 (U.S. toll-free).

About KEMET

KEMET Corporation (KEME.OB) applies world-class service and quality to deliver industry-leading, high-performance capacitance solutions to its customers around the world. KEMET offers the world’s most complete line of surface-mount and through-hole capacitor technologies across tantalum, ceramic, film, aluminum, electrolytic, and paper dielectrics. Additional information about KEMET can be found at http://www.kemet.com.

P.O. Box 5928, Greenville, South Carolina 29606 U.S.A.

 Tel: 864.963.6300  Fax: 864.963.6306

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Certain statements included herein contain forward-looking statements within the meaning of federal securities laws about KEMET Corporation’s (the “Company”) financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets, in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates,” variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.

Factors that may cause actual outcome and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to the following: (i) continued uncertainty of the economy could impact the Company’s ability to realize operating plans if the demand for the Company’s products declines and could adversely affect the Company’s liquidity and ability to continue to operate; (ii) adverse economic conditions could cause further reevaluation and the write down of long-lived assets; (iii) an increase in the cost or a decrease in  availability of the Company’s principal raw materials; (iv) changes in  competitive environment of the Company; (v) economic, political, or regulatory changes in the countries in which the Company operates; (vi) difficulties, delays or unexpected costs in completing  restructuring plan of the Company; (vii) the ability to attract, train and retain effective employees and management; (viii) the ability to develop innovative products to maintain customer relationships; (ix) the impact of environmental issues, laws, and regulations; (x) volatility of financial and credit markets which would affect the Company’s access to capital; (xi) increased difficulty or expense in accessing capital because of the delisting of the Company’s common stock from the New York Stock Exchange (“NYSE”); (xii) exposure to foreign exchange (gains) and losses; (xiii) need to reduce costs to offset downward price trends; (xiv) potential limitation on use of net operating losses to offset possible future taxable income; (xv) dilution as a result of the warrant held by K Equity, LLC; (xvi) exercise of the warrant by K Equity, LLC may result in the existence of a controlling stockholder; and (xvii) certain of the Company’s capacitors are incorporated into products used in heavily regulated industries.

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