EXPLANATORY NOTE

American Technical Ceramics Corp., a Delaware corporation (the “Registrant”), is filing this Post Effective Amendment No.1 relating to the following Registration Statements on Form S-8 (“Registration Statements”): (i) the Registration Statement on Form S-8 (File No. 333-76582), originally filed on January 11, 2002, pertaining to the common stock to be offered under the American Technical Ceramics Corp. 2000 Incentive Stock Plan, and (ii) the Registration Statement on Form S-8 (File No. 333-50913), originally filed on April 24, 1998, pertaining to the common stock to be offered under the American Technical Ceramics Corp. 1997 Stock Option Plan.

On September 25, 2007, pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”), dated June 15, 2007, by and among the Registrant, AVX Corporation (“AVX”) and Admiral Byrd Acquisition Sub, Inc., a wholly-owned subsidiary of AVX (“Acquisition Sub”), Acquisition Sub was merged (the “Merger”) with and into the Registrant and the Registrant, as the surviving corporation in the Merger, became a wholly-owned subsidiary of AVX. As provided in the Merger Agreement, each option exercisable to purchase shares of the Registrant’s common stock that was outstanding at the effective time of the Merger was converted into the right to receive $24.75 less the applicable exercise price in respect of each share of common stock underlying such option.

As a result of the Merger, the Registrant hereby removes from registration any and all of its shares of common stock originally reserved for issuance under the stock option plans listed above and registered under the Registration Statements which were unissued at the effective time of the Merger.