8-K

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	0-20289	57-0923789
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2835 Kemet Way, Simpsonville, SC	29681
(Address of principal executive offices)	(Zip Code)

Registrant’s 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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.	Description of Exhibit
3.1	Certificate of Amendment
99.1	Press Release, dated November 4, 2010.

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
	KEMET Corporation
	/s/ R. James Assaf
	Name: R. James Assaf
	Title: Vice President, General Counsel and Secretary

3

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
3.1	Certificate of Amendment
99.1	Press Release, dated November 4, 2010.

4

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

KEMET CORPORATION

Pursuant to Section 242 of

the General Corporation Law of the

State of Delaware

KEMET CORPORATION, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Company”), does hereby certify as follows:

FIRST: The Restated Certificate of Incorporation of the Company be amended by adding a new paragraph A. to Section 1. of Article Four to read as follows:

A. Reverse Stock Split.

Each three (3) shares of the Common Stock issued and outstanding on the effective date of this Certificate of Amendment shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, without any action by the holder thereof, subject to the treatment of fractional interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional share interests of Common Stock in connection with the Reverse Stock Split shall, with respect to such fractional interest, be entitled to receive cash, without interest, in lieu of fractional shares of Common Stock. Each certificate that prior to such combination represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined.

SECOND: This Certificate of Amendment was adopted by the approval of the stockholders of the Company at a special meeting of the stockholders held November 3, 2010 in accordance with the provisions of Sections 211 and 242 of the General Corporation Law of the State of Delaware.

THIRD:     The Certificate of Amendment shall be made effective on November 5, 2010 at 4:01 PM EDT.

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be duly executed this 5th day of November, 2010.

KEMET CORPORATION
By:	/s/ R. James Assaf
Name:	R. James Assaf
Title:	Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

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

KEMET Corporation Announces Stockholder Approval to Effect a Reverse Stock Split

Greenville, South Carolina (November 4, 2010) - KEMET Corporation (NYSE Amex: KEM) (the “Company”) announced today that the Company’s stockholders approved an amendment to its Restated Certificate of Incorporation to effect a reverse stock split (the “Reverse Stock Split”) at a special meeting of stockholders held on November 3, 2010. The Reverse Stock Split was previously approved by the Company’s Board of Directors.

The Company currently intends to file, on November 5, 2010, a Certificate of Amendment to its Restated Certificate of Incorporation to effect the Reverse Stock Split at a ratio of one-to-three (1:3).  Upon the effective time of the Certificate of Amendment to the Restated Articles of Incorporation, each outstanding share of the Company’s common stock will automatically be changed into one-third of a share of common stock. No fractional shares will be issued in connection with the Reverse Stock Split. Holders of common stock who would otherwise receive a fractional share of common stock pursuant to the Reverse Stock Split will receive cash in lieu of the fractional share. The Company expects the Reverse Stock Split to become effective for trading purposes at the opening of the market on November 8, 2010.

About KEMET

The Company’s common stock is listed on the NYSE Amex under the ticker symbol “KEM” (NYSE Amex: KEM). KEMET applies world class service and quality to deliver industry leading, high performance capacitance solutions to its customers around the world and offers the world’s most complete line of surface mount and through hole capacitor technologies across tantalum, ceramic, film, aluminum, electrolytic, and paper dielectrics.

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 the availability of the Company’s principle raw materials; (iv) changes in the competitive environment of the Company; (v) uncertainty of the timing of customer product qualifications in heavily regulated industries; (vi) economic, political, or regulatory changes in the countries in which the Company operates; (vii) difficulties, delays or unexpected costs in completing the Company’s restructuring plan; (viii) the inability to attract, train and retain effective employees and management; (ix) the inability to develop innovative products to maintain customer relationships; (x) the impact of environmental issues, laws, and regulations; (xi) volatility of financial and credit markets which would affect the Company’s access to capital; (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; and (xvi) exercise of the warrant by K Equity, LLC may result in the existence of a controlling stockholder.