schedule13d.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
AMERICAN
TECHNICAL CERAMICS CORP.
(Name
of
Issuer)
Common
Stock (par value $.01 per share)
(Title
of Class of Securities)
030137103
(CUSIP
Number)
Kurt
P. Cummings
AVX
Corporation
801
17th Avenue South
Myrtle
Beach, South Carolina 29577
(843)
448-9411
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June
15, 2007
(Date
of
event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e)(f) or (g), check the following
box: [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No. 030137103
1 Names
of Reporting
Person AVX
Corporation
I.R.S.
Identification No.
of
above
person
(entities
only) 33-0379007
2 Check
the Appropriate Box
if (a)
[ X]
a
Member
of a
Group
(b) [ ]
3 SEC
Use Only
4 Source
of
Funds Not
applicable
5 Check
if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or
2(e) [ ]
6 Citizenship
or Place of
Organization Delaware
7 Sole
Voting
Power -0-
____________________________________________________________
Number
of
Shares
8 Shared Voting
Power 4,405,2801
Beneficially
Owned
by
____________________________________________________________
Reporting
Person With
9 Sole
Dispositive Power -0-
____________________________________________________________
10 Shared
Dispositive
Power -0-
____________________________________________________________
11 Aggregate
Amount Beneficially
Owned
By
Each Reporting
Person 4,405,2801
12 Check
Box if the Aggregate Amount
in
Row
(11) Excludes Certain
Shares [X]
13 Percent
of Class
Represented 48.87%1
Amount
in
Row
(11)
14 Type
of Reporting
Person CO
1 Beneficial
ownership of the common stock referred to herein is being reported hereunder
solely because AVX Corporation may be deemed to beneficially own such shares
as
a result of the Voting Agreement described in Item 4 hereof. Neither the filing
of this statement on Schedule 13D nor any of its contents shall be deemed to
constitute an admission by AVX Corporation that it is the beneficial owner
of
any of the common stock referred to herein for purposes of Section 13(d) of
the
Securities Exchange Act of 1934, as amended, or for any other purpose, and
such
beneficial ownership is expressly disclaimed.
CUSIP
No. 030137103
1 Names
of Reporting
Person Admiral
Byrd Acquisition Sub, Inc.
I.R.S.
Identification No.
of
above
person
(entities
only) 26-0401417
2 Check
the Appropriate Box
if (a)
[ X]
a
Member
of a
Group
(b) [ ]
3 SEC
Use Only
4 Source
of
Funds Not
applicable
5 Check
if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or
2(e) [ ]
6 Citizenship
or Place of
Organization Delaware
7 Sole
Voting
Power -0-
____________________________________________________________
Number
of
Shares
8 Shared
Voting
Power 4,405,2801
Beneficially
Owned
by
____________________________________________________________
Reporting
Person With
9 Sole
Dispositive Power -0-
____________________________________________________________
10 Shared
Dispositive
Power -0-
____________________________________________________________
11 Aggregate
Amount Beneficially
Owned
By
Each Reporting
Person 4,405,2801
12 Check
Box if the Aggregate Amount
in
Row
(11) Excludes Certain
Shares [X]
13 Percent
of Class
Represented 48.87%1
Amount
in
Row
(11)
14 Type
of Reporting
Person CO
1 Beneficial
ownership of the common stock referred to herein is being reported hereunder
solely because Admiral Byrd Acquisition Sub, Inc. may be deemed to beneficially
own such shares as a result of the Voting Agreement described in Item 4 hereof.
Neither the filing of this statement on Schedule 13D nor any of its contents
shall be deemed to constitute an admission by Admiral Byrd Acquisition Sub,
Inc.
that it is the beneficial owner of any of the common stock referred to herein
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, or for any other purpose, and such beneficial ownership is expressly
disclaimed.
Statement
on Schedule 13D
under
the
Securities
Exchange Act of 1934, as amended
Item
1. Security
and Issuer.
This
statement on Schedule 13D relates to shares of common stock, $0.01 par value
per
share (“Common Stock”), of American Technical Ceramics Corp. (the “Company”),
whose principal executive offices are located at One Norden Lane, Huntington
Station, New York 11746.
Item
2. Identity
and Background.
AVX
Corporation (“AVX”), a Delaware corporation and Admiral Byrd Acquisition Sub,
Inc. (“Merger Sub”), a Delaware corporation, are jointly filing this statement.
Merger Sub is a wholly-owned subsidiary of AVX. AVX and Merger Sub are
collectively referred to herein as the “Reporting Persons.” The Reporting
Persons have entered into a Joint Filing Agreement, dated June 25, 2007,
a copy
of which is filed with this Schedule 13D as Exhibit 1, pursuant to which
the
Reporting Persons have agreed to file this statement on Schedule 13D jointly
in
accordance with the provisions on Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended.
AVX
AVX
is a
leading manufacturer and supplier of electronic components. AVX’s principal
offices are located at 801 17th Avenue South, Myrtle Beach, South Carolina
29577. Kyocera Corporation (“Kyocera”), a Japanese corporation, owns a
controlling interest in AVX. Kyocera is a leading manufacturer of
telecommunications equipment, electronic components and other electronic
equipment. Kyocera’s principal offices are located at 6 Takeda Tobadono-cho,
Fushimi-ku, Kyoto 612-8501, Japan.
The
names, citizenship, business addresses, present principal occupation or
employment and the name and principal business address of any corporation
or
other organization in which such employment is conducted, of the directors
and
executive officers of AVX and Kyocera are set forth in Schedule A hereto
and
incorporated herein by reference.
Neither
AVX, Kyocera nor, to AVX’s knowledge, any person listed in Schedule A, has
during the past five years been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) a party to
a
civil proceeding of a judicial or administrative body of competent jurisdiction,
as a result of which proceeding AVX or such person was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or
finding
any violation with respect to such laws.
Merger
Sub
Merger
Sub is a wholly-owned subsidiary of AVX formed for the purpose of effecting
the
transactions contemplated by the Merger Agreement described in Item 4 below.
Merger Sub’s principal offices are located at 801 17th Avenue South, Myrtle
Beach, South Carolina 29577.
The
names, citizenship, business addresses, present principal occupation or
employment and the name and principal business address of any corporation
or
other organization in which such employment is conducted, of the directors
and
executive officers of Merger Sub are set forth in Schedule B hereto and
incorporated herein by reference.
Neither
Merger Sub, nor, to its knowledge, any person listed in Schedule B, has during
the past five years been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction,
as a
result of which proceeding Merger Sub or such person was or is subject to
a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or
finding
any violation with respect to such laws.
Item
3. Source
and Amount of Funds or Other Consideration.
As
described in Item 4 and Item 5, the shares of Common Stock to which this
statement relates have not been purchased by the Reporting Persons. In
connection with an Agreement and Plan of Merger between AVX, Merger Sub and
the
Company, dated June 15, 2007 (the “Merger Agreement”), AVX and Merger Sub
entered into a Voting Agreement dated June 15, 2007 (the “Voting Agreement”)
with Mr. Victor Insetta and certain of his affiliates with respect to the
voting
of an aggregate of 4,405,280 shares of the Company’s Common Stock beneficially
owned by Mr. Insetta and certain of his affiliates with respect to the
transaction as contemplated by the Merger Agreement, described in Item
5.
The
Reporting Persons have not paid, and do not expect to pay, additional
consideration in connection with the execution and delivery of the Voting
Agreement. For a description of the Voting Agreement, see Item 5 below, which
description is incorporated herein by reference in response to this Item
3.
Item
4. Purpose
of the Transaction.
On
June 15, 2007, the Company entered
into the Merger Agreement with AVX and Merger Sub, pursuant to which AVX
will
acquire all of the outstanding equity interests of the
Company. Pursuant to the Merger Agreement, Merger Sub will be merged
(the “Merger”) with and into the Company with the Company surviving as a
wholly-owned subsidiary of AVX. Each outstanding share of the
Company’s Common Stock outstanding immediately prior to the Merger will be
converted into the right to receive $24.75 in cash, without interest, and
each
outstanding option will be converted into the right to receive $24.75 in
cash
less the applicable exercise price of such option (without interest) for
each
share of common stock underlying such option. Consummation of the
Merger is subject to customary conditions, including approval of the Company’s
stockholders and receipt of necessary regulatory consents and
approvals. This summary of the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to the copy of
the
Merger Agreement which is attached hereto as Exhibit 2 and incorporated herein
by this reference.
It
is
anticipated that upon consummation of the Merger, the officers and directors
of
Merger Sub shall become the officers and directors of the Company (the surviving
corporation in the Merger), until their respective successors are duly elected
or appointed and qualified.
If
the
Merger is consummated as planned, the Company’s Common Stock will cease to be
listed on The American Stock Exchange and will become eligible for termination
of registration pursuant to Section 12 of the Securities Exchange Act of
1934,
as amended.
Item
5. Interest
in Securities of the Issuer.
As
a
result of the execution of the Voting Agreement, the Reporting Persons may
be
deemed to beneficially own the 4,405,280 shares of Common Stock beneficially
owned by Mr. Insetta, which are subject to the Voting Agreement. As represented
to AVX in the Voting Agreement, (i) the aggregate number and percentage of
shares of Common Stock beneficially owned by Mr. Insetta as of June 15, 2007
which are subject to the Voting Agreement, is 4,405,280 and 48.87%,
respectively, based upon 9,013,603 shares of Common Stock outstanding as
of June
13, 2007, as represented by the Company in the Merger Agreement and (ii)
of such
shares beneficially owned by Mr. Insetta, 387,459 shares are held in two
Grantor
Retained Annuity Trusts (“GRATs”) of which Mr. Insetta is the beneficiary and
his wife is the Trustee.
As
an inducement to AVX to enter into
the Merger Agreement, Mr. Insetta and his wife, as Trustee of the two GRATs
referenced above, entered into the Voting Agreement with AVX and Merger Sub
pursuant to which, among other things, they agreed (i) to vote all of the
shares
of Common Stock beneficially owned by them and over which they have voting
control (x) in favor of the adoption of the Merger Agreement and the approval
of
the transactions contemplated thereby, including the Merger, (y) against
any
competing proposal to acquire the Company or any substantial part of the
Company, and (z) against certain other actions, including any action or
agreement that would reasonably by expected to result in any condition to
the
consummation of the Merger not being fulfilled; (ii) not to transfer any
shares
of common stock beneficially owned by them (other than for estate planning
or
similar purposes) or otherwise restrict their ability to exercise all voting
rights with respect to such shares; and (iii) not to (x) solicit, initiate,
encourage or take any other actions to facilitate a competing proposal, (y)
enter into any agreement, arrangement or understanding with respect to a
competing proposal or which requires or is intended to, or which could
reasonably be expected to result in the abandonment, termination or failure
to
consummate the Merger, or (z) participate in negotiations or discussions
concerning, or furnish any information to any third party with respect to,
a
competing proposal. If and to the extent Mr. Insetta or Mrs. Insetta,
as Trustee of the GRATs, fails to fulfill his or her voting obligations as
described above, he or she has granted to AVX an irrevocable proxy to act
for
him or her solely with respect to such matters. The obligations of
Mr. Insetta and Mrs. Insetta, as Trustee of the GRATs, under the Voting
Agreement terminate upon the earliest to occur of (A) the termination of
the
Merger Agreement in accordance with its terms, (B) the written consent of
the
parties to the Voting Agreement, (C) the effective time of the Merger, and
(D)
the withdrawal or modification by the Company’s Board of Directors of its
recommendation that stockholders vote in favor of the adoption of the Merger
Agreement. This summary of the Voting Agreement does not purport to
be complete and is qualified in its entirety by reference to the copy of
the
Voting Agreement which is attached hereto as Exhibit 3 and incorporated herein
by this reference.
By
virtue
of the Voting Agreement, the Reporting Persons may be deemed to share with
Mr.
Insetta the power to vote the shares of the Common Stock subject to the Voting
Agreement, but only as to the matters specified in the Voting Agreement.
Except
as stated in the preceding paragraph, the Reporting Persons do not have the
power to vote or to direct the voting of such shares, nor do they have the
sole
or shared power to dispose or to direct the disposition of such shares. The
Reporting Persons disclaim any beneficial ownership of such shares, and nothing
herein shall be deemed to be an admission by the Reporting Persons as to
the
beneficial ownership of such shares. To the knowledge of the Reporting Persons,
no shares of the Common Stock are beneficially owned by any of the persons
identified in Schedule A or Schedule B to this Schedule 13D.
To
the
knowledge of the Reporting Persons, no transactions in the Common Stock have
been effected during the past sixty days by any person named pursuant to
Item
2.
To
the knowledge of the Reporting
Persons, no person other than Mr. Insetta and the two GRATs referenced above
has
the right to receive or the power to direct the receipt of dividends from,
or
the proceeds from the sale of, the shares of Common Stock subject to the
Voting
Agreement.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the
Issuer.
The
information contained in Items 4
and 5 with respect to any contract, arrangement, understanding or relationship
described therein is hereby incorporated herein by this reference.
Item
7. Material
to be filed as Exhibits.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, correct
and
complete.
AVX
CORPORATION
Dated: June
25,
2007 /s/
Kurt P. Cummings
Kurt
P.
Cummings
Vice
President and Chief Financial Officer
ADMIRAL
BYRD ACQUISITION SUB,
INC.
Dated: June
25,
2007 /s/
Kurt P. Cummings
Kurt
P.
Cummings
Vice
President and Chief Financial Officer
SCHEDULE
A
EXECUTIVE
OFFICERS AND DIRECTORS OF AVX CORPORATION
The
executive officers and directors of AVX Corporation are set forth below.
Unless
otherwise indicated, each individual’s business address is c/o AVX Corporation,
801 17th Avenue South, Myrtle Beach, South Carolina 29577.
Executive
Officers of AVX Corporation
|
Name
|
Title
|
Citizenship
|
John
S. Gilbertson
|
Chief
Executive Officer and President
|
United
States
|
C.
Marshall Jackson
|
Executive
Vice President of Sales and Marketing
|
United
States
|
Carl
L. Eggerding
|
Vice
President, Chief Technology Officer
|
United
States
|
Kurt
P. Cummings
|
Vice
President, Chief Financial Officer, Treasurer and
Secretary
|
United
States
|
S.
M. Chan
|
Vice
President of Sales and Marketing –Asia
|
United
States
|
Keith
Thomas
|
Vice
President, President of Kyocera Electronic Devices
|
United
States
|
Peter
Collis
|
Vice
President of Tantalum Products
|
United
States
|
Peter
Venuto
|
Vice
President of North American and European Sales
|
United
States
|
John
Sarvis
|
Vice
President of Ceramic Products
|
United
States
|
John
Lawing
|
Vice
President of Advanced Products
|
United
States
|
Directors
of AVX Corporation
|
Name
|
Principal
Occupation
|
Citizenship
|
Kazuo
Inamori
|
Chairman
Emeritus of the Board of Directors of Kyocera
|
Japan
|
Noboru
Nakamura
|
Chairman
and Representative Director of Kyocera
|
Japan
|
Benedict
P. Rosen
|
Director
of AVX; Retired
|
United
States
|
David
A. Decenzo
|
President
of Costal Carolina University in South Carolina
|
United
States
|
John
S. Gilbertson
|
Chief
Executive Officer
|
United
States
|
Makoto
Kawamura
|
President
and Representative Director of Kyocera
|
Japan
|
Rodney
N. Lanthorne
|
President
of Kyocera International Inc. a U.S. subsidiary of Kyocera
|
United
States
|
Joseph
Stach
|
Director
of AVX; Retired
|
United
States
|
Masahiro
Umemura
|
Vice
Chairman of Kyocera
|
Japan
|
Yuzo
Yamamura
|
Vice
Chairman and Representative Director of Kyocera
|
Japan
|
Donald
B. Christiansen
|
Director
of AVX; Retired
|
United
States
|
EXECUTIVE
OFFICERS AND DIRECTORS OF KYOCERA CORPORATION
The
executive officers and directors of Kyocera Corporation as disclosed in its
most
recent filings with the Securities and Exchange Commission are set forth
below.
Unless otherwise indicated, each individual’s business address is c/o Kyocera
Corporation, 6 Takeda Tobadono-cho, Fushimi-ku, Kyoto 612-8501,
Japan.
Executive
Officers of Kyocera Corporation
|
Name
|
Title
|
Citizenship
|
Makoto
Kawamura
|
President
and Executive Officer
|
Japan
|
Tetsuo
Kuba
|
Senior
Managing Executive Officer
|
Japan
|
Tatsumi
Maeda
|
Senior
Managing Executive Officer
|
Japan
|
Yoshihito
Ota
|
Senior
Executive Officer
|
Japan
|
Keijiro
Minami
|
Senior
Executive Officer
|
Japan
|
Goro
Yamaguchi
|
Senior
Executive Officer
|
Japan
|
Hisashi
Sakumi
|
Managing
Executive Officer
|
Japan
|
Tsutomu
Yamori
|
Managing
Executive Officer
|
Japan
|
Takashi
Itoh
|
Managing
Executive Officer
|
Japan
|
Osamu
Nomoto
|
Managing
Executive Officer
|
Japan
|
Eiichi
Toriyama
|
Managing
Executive Officer
|
Japan
|
Akiyoshi
Okamoto
|
Managing
Executive Officer
|
Japan
|
Yasushi
Matsumura
|
Executive
Officer
|
Japan
|
Toshimi
Gejima
|
Executive
Officer
|
Japan
|
Yasuyuki
Yamamoto
|
Executive
Officer
|
Japan
|
Junichi
Jinno
|
Executive
Officer
|
Japan
|
Masaki
Kouzu
|
Executive
Officer
|
Japan
|
Hitoshi
Takao
|
Executive
Officer
|
Japan
|
Yoshiharu
Nakamura
|
Executive
Officer
|
Japan
|
Kazumasa
Umemura
|
Executive
Officer
|
Japan
|
Gen
Takayasu
|
Executive
Officer
|
Japan
|
Nobuhiro
Ochiai
|
Executive
Officer
|
Japan
|
Junzo
Katsuki
|
Executive
Officer
|
Japan
|
YukihiroTakarabe
|
Executive
Officer
|
Japan
|
Masakazu
Mitsuda
|
Executive
Officer
|
Japan
|
Michiaki
Furuhashi
|
Executive
Officer
|
Japan
|
Mitsuru
Imanaka
|
Executive
Officer
|
Japan
|
Shoichi
Aoki
|
Executive
Officer
|
Japan
|
Hiroshi
Togi
|
Executive
Officer
|
Japan
|
Yoshihiro
Kano
|
Executive
Officer
|
Japan
|
Yoichi
Yamashita
|
Executive
Officer
|
Japan
|
Robert
E. Whisler
|
Executive
Officer
|
United
States
|
John
S. Rigby
|
Executive
Officer
|
United
States
|
Directors
of Kyocera Corporation
|
Name
|
Principal
Occupation
|
Citizenship
|
Yasuo
Nishiguchi
|
Advisor
and Director of Kyocera
|
Japan
|
Kensuke
Itoh
|
Advisor
and Director of Kyocera
|
Japan
|
Noboru
Nakamura
|
Chairman
of the Board and Representative Director of Kyocera
|
Japan
|
Masahiro
Umemura
|
Vice
Chairman of the Board and Representative Director of
Kyocera
|
Japan
|
Yuzo
Yamamura
|
Vice
Chairman of the Board and Representative Director of Kyocera and
General
Manager of Corporate Communication Equipment Group
|
Japan
|
Naoyuki
Morita
|
Chairman
of the Board and President and Representative Director of Kyocera
Communication Systems Co., Ltd.
|
Japan
|
Makoto
Kawamura
|
President
and Representative Director and President and Executive Officer
of
Kyocera
|
Japan
|
Koji
Seki
|
Chairman
of the Board and Representative Director of Kyocera Mita
Corporation
|
Japan
|
Michihisa
Yamamoto
|
Deputy
General Manager of Corporate Communication Equipment Group
|
Japan
|
Isao
Kishimoto
|
President
and Representative Director of Kyocera Kinseki Corporation
|
Japan
|
Hisao
Hisaki
|
Chairman
of the Board and President of Kyocera (Tianjin) Sales & Trading
Corporation
|
Japan
|
Rodney
N. Lanthorne
|
President
of Kyocera International Inc. a U.S. subsidiary of Kyocera
|
United
States
|
John
S. Gilbertson
|
President
and Director and Chief Executive Officer of AVX
|
United
States
|
SCHEDULE
B
EXECUTIVE
OFFICERS AND DIRECTORS OF
ADMIRAL
BYRD ACQUISITION SUB, INC.
The
executive officers and directors of Admiral Byrd Acquisition Sub, Inc. are
set
forth below. Unless otherwise indicated, each individual’s business address is
c/o AVX Corporation, 801 17th Avenue South, Myrtle Beach, South Carolina
29577.
Executive
Officers and Directors of Admiral Byrd Acquisition Sub.
Inc.
|
Name
|
Title
|
Citizenship
|
John
S. Gilbertson
|
Chief
Executive Officer, President and Director
|
United
States
|
Kurt
P. Cummings
|
Vice
President, Chief Financial Officer and Director
|
United
States
|
Evan
Slavitt
|
Vice
President, Secretary and Director
|
United
States
|