UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): July 20, 2005
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-7201
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33-0379007
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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801
17th Avenue South
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Myrtle
Beach, South Carolina
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29577
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(Address
of principal executive offices)
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(Zip
Code)
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(843)
448-9411
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(Registrant's
telephone number, including area
code)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.04
Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
On
July
15, 2005, the Company sent a notice to participants in the Company's 401(k)
retirement plans informing them that the 401(k) retirement plans are changing
their administrative service provider. The notice indicated that during the
conversion, 401(k) retirement plan participants will be unable to direct or
diversify investments in their individual accounts, change elections regarding
future contributions, change contributions rates or obtain a loan, distribution
or withdrawal from the plans. The notice highlighted the fact that such
restrictions apply to shares of the Company’s common stock held by 401(k)
retirement plan participants through the AVX common stock fund maintained by
the
401(k) retirement plans. It also stated that participants will not be able
to
engage in such transactions in the 401(k) retirement plans for a period starting
on August 25, 2005 and which is expected to end September 25, 2005. The Company
refers to such time period herein as the "blackout period."
The
Company received the notice required by Section 101(i)(2)(E) of the Employee
Retirement Income Security Act of 1974 on July 15, 2005. On July 20, 2005,
the
Company sent a notice to its executive officers and directors informing them
that, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the
SEC's
rules promulgated thereunder, they would be prohibited from purchasing and
selling certain shares of the Company’s common stock (including derivative
securities pertaining to such shares) on the open market or otherwise during
the
blackout period. The notice is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
A
security holder or other interested person may obtain, without charge,
information regarding the blackout period, including whether the blackout period
has ended, by contacting Kurt Cummings, Chief Financial Officer, AVX
Corporation, P.O. Box 867, Myrtle Beach, SC 29578.
Item
9.01. Financial Statements and Exhibits
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(a)
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Not
applicable
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(b)
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Not
applicable
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(c)
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Exhibits:
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Exhibit
No.
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Description
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99.1
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Notice
of 401(k) plan blackout period to directors and executive officers
dated
July 20, 2005.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
July
20, 2005
AVX
CORPORATION
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By:
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/s/ Kurt P. Cummings |
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Name:
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Kurt
P. Cummings
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Title:
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Vice
President,
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Chief
Financial Officer,
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Treasurer
and Secretary
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