schedule13d.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. 1)*
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)
September
25, 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).
1 Names
of Reporting
Person AVX
Corporation
_____________________________________________________________________________
2 Check
the Appropriate Box
if (a)
[X]
a
Member
of a
Group (b)
[ ]
_____________________________________________________________________________
3 SEC
Use Only
_____________________________________________________________________________
4 Source
of
Funds WC
_____________________________________________________________________________
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 1,000
__________________________________________________
Number
of
Shares 8 Shared
Voting
Power -0-
Beneficially
Owned
by __________________________________________________
Reporting
Person With
9 Sole
Dispositive Power 1,000
__________________________________________________
10 Shared
Dispositive
Power -0-
__________________________________________________
11 Aggregate
Amount Beneficially
Owned
By
Each Reporting
Person 1,000
_____________________________________________________________________________
12 Check
Box if the Aggregate Amount
in
Row
(11) Excludes Certain
Shares [ ]
_____________________________________________________________________________
13 Percent
of Class
Represented 100%
Amount
in
Row
(11)
_____________________________________________________________________________
14 Type
of Reporting
Person CO
_____________________________________________________________________________
1 Names
of Reporting
Person Admiral
Byrd Acquisition Sub, Inc.
_____________________________________________________________________________
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 -0-
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 -0-
_____________________________________________________________________________
12 Check
Box if the Aggregate Amount
in
Row
(11) Excludes Certain
Shares [ ]
_____________________________________________________________________________
13 Percent
of Class
Represented -0-%
Amount
in
Row
(11)
_____________________________________________________________________________
14 Type
of Reporting
Person CO
_____________________________________________________________________________
Statement
on Schedule 13D
under
the
Securities
Exchange Act of 1934, as amended
Item
3. Source and Amount of Funds or Other Consideration.
Item
3 is
hereby supplemented with the following:
The
merger consideration paid in connection with the consummation of the Merger
as
described in Items 4 and 5 below was paid with AVX’s existing cash.
Item
4.Purpose of the Transaction.
Item
4 is
supplemented with the following:
On
September 25, 2007, pursuant to the
Merger Agreement, Merger Sub was 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 was converted into the right to receive $24.75 in cash, without
interest, and each outstanding option to purchase the Company’s Common Stock was
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. Also pursuant to the Merger, each outstanding share
of
the Merger Sub’s common stock outstanding immediately prior to the Merger was
converted into one share of Common Stock of the Company as the surviving
corporation in the Merger.
In
connection with the consummation of the Merger, Victor Insetta resigned as
Chairman of the Board, President, Chief Executive Officer and a director of
the
Company and each other director of the Company who was a director of the Company
prior to consummation of the Merger, except for Chester Spence, resigned as
a
director, effective upon the filing with the Securities and Exchange Commission
of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30,
2007. Mr. Spence resigned as a director effective upon the
consummation of the Merger.
Trading
of the Company’s Common Stock on the American Stock Exchange has been suspended
and the Common Stock will be delisted. Registration of the Company’s Common
Stock under Section 12 of the Securities Act of 1934, as amended, will be
terminated.
Item
5. Interest in Securities of the Issuer.
Item
5 is
supplemented with the following:
(a)
As a result of the Merger, AVX is
the sole shareholder of the Company, and has beneficial ownership of 1,000
shares of the Company’s Common Stock, which represents 100% of the issued and
outstanding shares following the Merger. The separate corporate
existence of Merger Sub has ceased, and therefore, Merger Sub owns no shares
of
Common Stock.
(b) AVX
has sole authority
to vote or direct the vote and sole power to dispose or to direct the
disposition for all 1,000 shares of the Company. Merger Sub has no
authority to vote or direct the vote for any shares of the Company.
(c) On
September 25, 2007,
pursuant to the Merger Agreement, Merger Sub merged into Company with Company
as
the surviving corporation, and each share of Common Stock was cancelled and
converted into the right to receive $24.75 in cash, without interest, and each
outstanding option to purchase the Common Stock was 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. As a result of the Merger, AVX is deemed to have acquired
beneficial ownership of all 9,032,803 shares of the Common Stock issued and
outstanding immediately prior to the Merger, and is the beneficial owner of
all
1,000 issued and outstanding shares of the Company as the surviving corporation
in the Merger, immediately following the Merger.
(e) Merger
Sub ceased to be
deemed a beneficial owner of more than five percent of the Company’s Common
Stock on September 25, 2007, as a result of its termination of existence in
the
Merger.
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.
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: September
25,
2007 /s/
Kurt P. Cummings
Kurt
P.
Cummings
Vice
President and Chief Financial Officer
ADMIRAL
BYRD ACQUISITION SUB,
INC.
By: AMERICAN
TECHNICAL
CERAMICS CORP.,
successor-in-interest
by merger
Dated: September
25,
2007 /s/
Kurt P. Cummings
Kurt
P.
Cummings
Vice
President and Chief Financial Office