-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dd43vNcCUgFRzixd+fU2n4Xa5bCQzqDt+FO/HSCHQCZ9Vk5a+Gf8ynRM0Jm3OaVL gs7hp38MltADJf1wM4lmaw== 0001275287-06-002007.txt : 20060420 0001275287-06-002007.hdr.sgml : 20060420 20060419173122 ACCESSION NUMBER: 0001275287-06-002007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060419 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060420 DATE AS OF CHANGE: 20060419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMET CORP CENTRAL INDEX KEY: 0000887730 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 570923789 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15491 FILM NUMBER: 06768106 BUSINESS ADDRESS: STREET 1: 2835 KEMET WAY STREET 2: 2835 KEMET WAY CITY: SIMPSONVILLE STATE: SC ZIP: 29681 BUSINESS PHONE: 8039636300 MAIL ADDRESS: STREET 1: P O BOX 5928 STREET 2: P.O. BOX 5928 CITY: GREENVILLE STATE: SC ZIP: 29606 8-K 1 kc5454.txt FORM 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): April 19, 2006 KEMET Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-20289 57-0923789 --------------- ------------------------ ------------------- (State or other (Commission File Number) (IRS Employer jurisdiction) Identification No.) 2835 KEMET Way, Simpsonville, SC 29681 ---------------------------------------- ----------- (Address of principal executive offices) (Zip Code) 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CRS 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4c)) ================================================================================ ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On April 13, 2006, pursuant to the terms of an Asset and Share Purchase Agreement and an Asset Purchase Agreement between KEMET Corporation and certain of its subsidiaries (the "Company") and EPCOS AG, a German corporation ("EPCOS"), the Company completed the purchase of the Tantalum Business Unit of EPCOS. Of the total purchase price of EUR 86.5 million, EUR 78.5 million (approximately $93.5 million) was related to the purchase of all of the issued share capital of EPCOS-Pecas e Componentes Electronicos S.A. and certain other assets of the Tantalum Business Unit of EPCOS. Of the EUR 78.5 million, KEMET paid in cash approximately EUR 68.3 million (approximately $81.3 million) and assumed certain liabilities and working capital adjustments of EUR 10.2 million. As previously announced, the acquisition does not include EPCOS' tantalum capacitor manufacturing facility in Heidenheim, Germany. As a result, KEMET and EPCOS have entered into a manufacturing and supply agreement under which EPCOS will continue to produce product exclusively for KEMET at the Heidenheim facility to ensure a continued supply of product to customers during the transition period. Once the transition is completed in September 2006, KEMET will purchase the Heidenheim manufacturing assets at a cost of EUR 8.0 million. The purchase price was determined through arms-length negotiations between representatives of the Company and EPCOS. The transaction will be accounted for as a purchase. EPCOS is a manufacturer of passive electronic components headquartered in Munich, Germany. In their fiscal year ending September 30, 2005, EPCOS posted sales of approximately EUR 1.24 billion. EPCOS offers a comprehensive portfolio of about 40,000 different products. EPCOS has design, manufacturing and marketing facilities in Europe, the Americas and Asia. Prior to the closing of the acquisition, there was no material relationship between the Company and EPCOS or any of their respective affiliates, directors or officers, or any associates of any such directors or officers. The agreements as noted above will be submitted no later than April 20, 2006. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. In accordance with Item 9.01(a) of Form 8-K, the required financial statements will be filed by amendment under cover of Form 8-K/A no later than 71 days after April 19, 2006. (b) Pro Forma Financial Information. In accordance with Item 9.01(b) of Form 8-K, such pro forma financial information will be filed by amendment under cover of Form 8-K/A no later than 71 days after April 19, 2006. (d) Exhibits. The following documents related to the purchase of the Tantalum Business Unit of EPCOS are being filed as exhibits to this Form 8-K: 99.1 News Release issued by the Company on April 13, 2006. 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: April 19, 2006 KEMET Corporation /s/ D. E. Gable --------------------------- David E. Gable Senior Vice President and Chief Financial Officer 3 EX-99.1 2 kc5454ex991.txt EXHIBIT 99.1 Exhibit 99.1 KEMET ANNOUNCES CLOSING OF TRANSACTION WITH EPCOS AG GREENVILLE, S.C., April 13 /PRNewswire-FirstCall/ -- KEMET Corporation (NYSE: KEM) today announced that it has completed its acquisition of EPCOS AG's Tantalum Business Unit for euro 86.5 million (approximately $103.0 million). The acquisition includes the EPCOS AG tantalum capacitor manufacturing operation in Evora, Portugal, as well as certain research and development, marketing, and sales functions in various locations, primarily within Europe. "Acquiring the EPCOS Tantalum Business Unit is strategic for KEMET as we further strengthen our global leadership position in the tantalum capacitor market," stated KEMET CEO Per Loof. "The acquisition will provide greater growth opportunities in our core business as we expand our presence and access to key markets and customers. "From the time we announced the acquisition last December, people have been diligently planning for a successful integration to turn the unprofitable business unit under EPCOS into a profitable and accretive operation under KEMET. Now that the closing is complete, we will move quickly to capitalize on the synergies, while continuing to provide world-class products and services to our new and existing customers. "We are also gaining a lot of fine talent and expertise as part of this acquisition. I believe our new employees are genuinely excited about joining our company, and we are delighted to welcome them to the KEMET team." As previously announced, the deal does not include EPCOS's tantalum capacitor manufacturing facility in Heidenheim, Germany. As a result, KEMET and EPCOS entered into a manufacturing and supply agreement under which EPCOS will continue to produce product exclusively for KEMET at the Heidenheim facility to ensure a continued supply of product to customers during the transition period. Once the transition is completed in September 2006, KEMET will purchase the Heidenheim manufacturing assets. Of the total purchase price of euro 86.5 million, euro 78.5 million (approximately $93.5 million) is related to today's closing and the remaining euro 8.0 million will be paid when the manufacturing and supply agreement expires in September 2006. Of the euro 78.5 million, KEMET will pay in cash approximately euro 68.3 million (approximately $81.3 million) and assume certain liabilities and working capital adjustments of euro 10.2 million. KEMET will provide additional information and an update on the integration during its May 4, 2006, earnings conference call at 9:00 a.m. ET. Additional information about the conference call is available at the Investor Relations portion of KEMET's web site at www.kemet.com/ir . KEMET Corporation provides industry-leading, high-performance electronic component solutions, including the world's most complete line of surface-mount capacitor technologies across tantalum, ceramic, and solid aluminum dielectrics, provided with the world's best quality, delivery and service. KEMET's common stock is listed on the New York Stock Exchange under the symbol KEM. Contact: David E. Gable Senior Vice President and Chief Financial Officer davidgable@KEMET.com 864-963-6484 SOURCE KEMET Corporation -0- 04/13/2006 /CONTACT: David E. Gable, Senior Vice President and Chief Financial Officer of KEMET Corporation, +1-864-963-6484, or davidgable@KEMET.com / /Web site: http://www.kemet.com http://www.kemet.com/ir / -----END PRIVACY-ENHANCED MESSAGE-----