[
]
|
Confidential,
For Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
|
[X]
|
Definitive
Proxy Statement
|
[
]
|
Definitive
Additional Materials
|
[
]
|
Soliciting
Material Pursuant to § 240.14a-12
|
[X]
|
NO
FEE REQUIRED
|
[
]
|
Fee
Computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11
|
(1) |
Title
of each class of securities to which transaction
applies:
|
(2) |
Aggregate
number of securities to which transaction
applies:
|
(3) |
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
|
(4) |
Proposed
maximum aggregate value of
transaction:
|
(5) |
Total
fee paid:
|
[
]
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the form or schedule and the date of its
filing.
|
(1) |
Amount
Previously Paid:
|
(2) |
Form,
Schedule or Registration Statement
No.:
|
(3) |
Filing
Party:
|
(4) |
Date
Filed:
|
1. |
To
elect four Directors;
|
2. |
To
transact any other business that may properly come before the Annual
Meeting or any adjournment thereof.
|
Kurt
Cummings
Corporate
Secretary
|
Name
|
Amount
and
Nature of Beneficial Ownership of Outstanding AVX Shares
(1)
|
Number
of AVX Shares Underlying Exercisable Options (2)
|
Total
AVX Shares
|
Percentage
of AVX Common Stock (3)
|
Amount
and Nature of Beneficial Ownership of Outstanding Kyocera Equity
Securities (1)
|
Number
of Kyocera Equity Securities Underlying Exercisable Options
(4)
|
Total
Kyocera Equity Securities
|
Percentage
of Kyocera Equity Securities
(5)
|
||||||||
Benedict
P. Rosen
|
116,770
|
112,500
|
229,270
|
*
|
1,453
|
-0-
|
1,453
|
*
|
||||||||
Kazuo
Inamori
|
20,000
|
42,000
|
62,000
|
*
|
11,486,165
(6)
|
24,000
|
11,510,165
|
6.13%
|
||||||||
John
S. Gilbertson
|
83,890
|
784,875
|
868,765
|
*
|
16,867
|
13,500
|
30,367
|
*
|
||||||||
Donald
B. Christiansen
|
11,575
|
15,000
|
26,575
|
*
|
-0-
|
-0-
|
-0-
|
*
|
||||||||
Kensuke
Itoh
|
6,000
|
42,000
|
48,000
|
*
|
557,072
|
24,000
|
581,072
|
*
|
||||||||
Makoto
Kawamura
|
-0-
|
-0-
|
-0-
|
*
|
2,000
|
15,000
|
17,000
|
*
|
||||||||
Rodney
N. Lanthorne
|
3,000
|
42,000
|
45,000
|
*
|
3,398
|
13,500
|
16,898
|
*
|
||||||||
Yasuo
Nishiguchi
|
1,000
|
27,000
|
28,000
|
*
|
4,095
|
24,000
|
28,095
|
*
|
||||||||
Joseph
Stach
|
-0-
|
5,000
|
5,000
|
*
|
-0-
|
-0-
|
-0-
|
*
|
||||||||
Richard
Tressler
|
5,472
(7)
|
39,000
|
44,472
|
*
|
-0-
|
-0-
|
-0-
|
*
|
||||||||
Masahiro
Umemura
|
2,000
|
42,000
|
44,000
|
*
|
5,000
|
20,000
|
25,000
|
*
|
||||||||
Yuzo
Yamamura
|
2,000
|
42,000
|
44,000
|
*
|
82,000
|
18,000
|
100,000
|
*
|
||||||||
C.
Marshall Jackson
|
20,004
|
284,688
|
304,692
|
*
|
4,402
|
-0-
|
4,402
|
*
|
||||||||
Peter
Venuto
|
6,727
|
72,138
|
78,865
|
*
|
586
|
-0-
|
586
|
*
|
||||||||
Peter
Collis
|
-0-
|
84,050
|
84,050
|
*
|
-0-
|
-0-
|
-0-
|
*
|
||||||||
Kurt
Cummings
|
7,603
|
91,875
|
99,478
|
*
|
234
|
-0-
|
234
|
*
|
||||||||
All
directors, director nominees and executive officers as a group
(A
total of 21 individuals including those named above)
|
320,267
|
2,150,027
|
2,470,294
|
1.42%
|
7,485,416
|
152,000
|
7,637,416
|
4.07%
|
(1)
|
Includes
interests, if any, in shares held in the Company's Deferred Compensation
and Retirement Plan Trusts.
|
(2) |
Includes
AVX shares under options exercisable as of March 31, 2006, and options
which become exercisable within 60 days thereafter under the AVX
Corporation 1995 Stock Option Plan (the “1995 Stock Option Plan”), the AVX
Corporation 2004 Stock Option Plan (the “2004 Stock Option Plan” and,
together with the 1995 Stock Option Plan, the “Stock Option Plans”), the
AVX Corporation Non-Employee Directors’ Stock Option Plan (the
“Non-Employee Directors’ Stock Option Plan”), or the AVX Corporation 2004
Non-Employee Directors' Stock Option Plan (the “2004 Non-Employee
Directors' Stock Option Plan” and, together with the Non-Employee
Directors' Stock Option Plan, the “Non-Employee Directors' Stock Option
Plans”).
|
(3)
|
Based
on a total number of 172,215,645 shares of Common Stock outstanding
as of
March 31, 2006.
|
(4) |
Includes
shares under options exercisable as of March 31, 2006, and options
which
become exercisable within 60 days thereafter under the Kyocera Stock
Option Plan.
|
(5) |
Based
on a total number of 187,754,750 shares of Kyocera equity securities
outstanding as of March 31, 2006.
|
(6) |
Includes
4,680,000 shares held by the Inamori Foundation as to which Mr. Inamori,
as President of the foundation, may be deemed to have voting and
investment power. The aforementioned shares are not included in the
total
shares held by all directors, director nominees and executive officers
as
a group.
|
(7) |
Includes
4,472 Phantom Shares accrued under the Deferred Compensation Plan
for
Eligible Board Members.
|
Name
and Address
of
Beneficial Owner
|
Shares
Beneficially
Owned
|
Percent
of
Class (1)
|
|||
Kyocera
Corporation
6
Takeda Tobadono-cho
Fushimi-ku,
Kyoto 612-8501, Japan
|
121,800,000
|
(2)
|
70.7%
|
||
Third
Avenue Management LLC
622
Third Avenue, 32nd
Floor
New
York, NY 10017-2023
|
17,530,742
|
(3)
|
10.2%
|
(3) |
Shares
shown as beneficially owned by Third Avenue Management LLC are
reported in
a Form 13G/A filed by Third Avenue
Management
LLC dated as of February 14, 2006. Based on that filing, Third
Avenue
Management LLC has sole voting
power
with respect to 15,429,062 shares and sole dispositive power
with respect
to 17,530,742 shares.
|
· |
understand
AVX's
businesses and the marketplaces in which it
operates
|
· |
regularly
attend meetings of the Board and of the committees on which he
or she
serves
|
· |
review
and understand the materials provided in advance of meetings
and any other
materials provided to the Board from time to
time
|
· |
actively,
objectively and constructively participate in meetings and the
strategic
decision-making processes
|
· |
share
his or her perspective, background, experience, knowledge and
insights as
they relate to the matters before the Board and its
committees
|
· |
be
reasonably available when requested to advise the CEO and management
on
specific issues not requiring the attention of the full Board
but where an
individual director's
insights might be helpful to the CEO or
management.
|
· |
send
correspondence by email to compliance@avxus.com;
or
|
· |
write
to AVX Corporation, Compliance Office, P.O. Box 3456, Myrtle
Beach, SC
29578-3456.
|
|
Annual
Compensation
|
|
Long
Term Compensation
|
|||||||||
Other
Annual
|
Securities
Underlying
|
All
Other
|
||||||||||
Fiscal
|
Salary
|
Bonus
|
Compensation
|
Options
|
Compensation
|
|||||||
Name
& Position
|
Year
|
($)
(1)
|
($)
(2)
|
($)
(3)
|
(#)
(4)
|
($)
(5)
|
||||||
John
S. Gilbertson
|
2006
|
$605,000
|
$
46,800
|
$
35,800
|
100,000
|
$
78,600
|
||||||
Chief
Executive Officer
|
2005
|
576,000
|
598,900
|
35,800
|
100,000
|
74,300
|
||||||
and
President
|
2004
|
558,000
|
-0-
|
31,600
|
100,000
|
72,500
|
||||||
C.
Marshall Jackson
|
2006
|
305,400
|
60,028
|
19,500
|
25,000
|
55,300
|
||||||
Executive
Vice President
|
2005
|
299,400
|
119,700
|
19,400
|
25,000
|
38,800
|
||||||
of
Sales and Marketing
|
2004
|
295,000
|
-0-
|
18,400
|
25,000
|
38,400
|
||||||
Peter
Venuto
|
2006
|
223,700
|
57,840
|
13,500
|
20,000
|
45,800
|
||||||
Vice
President of
|
2005
|
205,200
|
131,100
|
13,400
|
20,000
|
27,100
|
||||||
North
American and
|
2004
|
183,600
|
-0-
|
12,900
|
20,000
|
23,400
|
||||||
European
Sales
|
||||||||||||
Peter
Collis
|
2006
|
222,900
|
49,564
|
19,000
|
20,000
|
22,300
|
||||||
Vice
President
|
2005
|
211,400
|
148,700
|
18,100
|
20,000
|
21,100
|
||||||
of
Tantalum
|
2004
|
159,000
|
-0-
|
17,100
|
20,000
|
11,300
|
||||||
Kurt
Cummings
|
2006
|
210,200
|
63,575
|
15,000
|
10,000
|
46,600
|
||||||
Vice
President,
|
2005
|
191,100
|
150,900
|
14,800
|
10,000
|
24,600
|
||||||
Chief
Financial Officer,
|
2004
|
184,000
|
-0-
|
14,700
|
10,000
|
24,300
|
||||||
Treasurer
and Secretary
|
(1) |
Includes
amounts earned but deferred by the executive officer at his
election,
pursuant to the Company's savings or deferred compensation
plans.
|
(2) |
For
fiscal 2006, the Bonus amounts shown exclude cash awards, based
on the
Company’s 2006 performance, to be awarded in accordance with the
Management Incentive Plan. Since the performance targets were
exceeded in
fiscal 2006, the Compensation Committee plans to award the
Chief Executive
Officer a bonus, to be paid in the summer of 2006, based on
150% of his
salary, and the other officers will be awarded bonuses derived
from a pool
based on 100% of their combined salaries. The other officers’ individual
bonuses will be determined by the Chief Executive Officer and
will be paid
75% in the summer of 2006, with the remaining 25% of the bonuses
to be
paid in the summer of 2007. In each case the bonus (a portion
thereof) is
“earned” at the time of payment as the officer must be employed by the
Company at that time.
|
(3) |
Includes
automobile cost allowances and contributions to group life, disability,
or
excess liability insurance programs, respectively, as follows for
fiscal
2006: John S. Gilbertson - $24,000 and $11,800; C. Marshall Jackson
-
$14,400 and $5,100; Peter Venuto - $10,200 and $3,300; Peter Collis
-
$16,900 and $2,100; and Kurt Cummings - $12,000 and $3,000. The Company
also provides the named executive officers with certain medical benefits
generally available to all salaried
employees.
|
(4) |
All
stock options were granted pursuant to the 1995 Stock Option
Plan.
|
(5) |
All
other compensation includes the Company's contribution on behalf
of the
respective Named Executive Officers pursuant to the terms of the
AVX
Corporation Deferred Compensation Plan (the "DCP"), the AVX Corporation
Retirement Plan (the "Retirement Plan") and the AVX Ltd. Pension
Plan (the
“Pension Plan”). For fiscal 2006, components of all other compensation
described above for the respective Named Executive Officers was as
follows
for the DCP and Retirement Plan, respectively: John S. Gilbertson
-
$51,000 and $27,600; C. Marshall Jackson - $27,900 and $27,400; Peter
Venuto - $18,200 and $27,600; Kurt Cummings - $19,100 and $27,500.
The
amount indicated for Peter Collis for fiscal 2006 reflects the Company's
contribution on his behalf under the Pension Plan, a defined benefit
pension plan administered by AVX Limited, a wholly-owned subsidiary
of AVX
Corporation. The Pension Plan provides for a retirement benefit equal
to
1/60th of the final pensionable salary for each year of service,
as
defined, at age 65. Mr. Collis has been employed by the Company since
1967. In the event of early retirement, the retirement benefit is
proportionally reduced based on years of service. The estimated annual
benefit payable to Mr. Collis upon retirement, based on his estimated
final pensionable salary, as defined, of $200,000 and 32 years of
credited
service is $100,000. Compensation covered by the Pension Plan generally
corresponds with the annual compensation reported for Mr. Collis
in the
summary compensation table above.
|
Name
|
Number
of Securities Underlying Stock
Options
Granted (1) (2)
|
Percent
of Total Stock Options Granted to Employees in Fiscal 2006
|
Exercise
Prices Per Share (3)
|
Expiration
Date
|
Grant
Date
Present
Value
(4)
|
John
S. Gilbertson
|
100,000
|
20.2%
|
$
11.30
|
5/06/2015
|
$
485,260
|
C.
Marshall Jackson
|
25,000
|
5.1%
|
11.30
|
5/06/2015
|
121,315
|
Peter
Venuto
|
20,000
|
4.0%
|
11.30
|
5/06/2015
|
97,052
|
Peter
Collis
|
20,000
|
4.0%
|
11.30
|
5/06/2015
|
97,052
|
Kurt
Cummings
|
10,000
|
2.0%
|
11.30
|
5/06/2015
|
48,526
|
(1) |
Options
were granted on May 6, 2005 to purchase shares of Common Stock.
Twenty-five percent of the shares subject to options become exercisable
one-year from the date of grant and 25% become exercisable on each
of the
three succeeding anniversary dates, provided the officer continues
to be
employed by the Company or any of its
subsidiaries.
|
(2) |
The
options were granted pursuant to the 1995 Stock Option Plan and do
not
provide tandem or stand-alone stock appreciation
rights.
|
(3) |
Payment
for shares of Common Stock upon exercise of a stock option may be
made in
cash, or with the Company's consent, shares of Common Stock or a
combination of cash and shares of Common
Stock.
|
(4) |
These
amounts represent the estimated value of stock options at the respective
dates of grant, calculated using the Black-Scholes option pricing
model,
based on the following assumptions used in developing the valuations
for
the grants issued on May 6, 2005: an expected volatility of 55.74%,
for
the grant date, based on the historical volatility of AVX Common
Stock; an
expected term of exercise of 4 years; a risk free rate of return
of 4.0%;
and a dividend yield of 1.327%. The actual value of the options,
if any,
realized by the officers will depend on the extent to which the market
value of the Common Stock exceeds the exercise price of the option
on the
date the option is exercised. Consequently, there is no assurance
that the
value realized by the officer will be at or near the value estimated
above. The amounts should not be used to predict stock performance.
No
gain to the officer is possible without an appreciation in stock
value
which will benefit all shareholders
commensurately.
|
Number
of Shares Underlying Unexercised Options
at Fiscal Year End
|
Value
of Unexercised In-the-Money Options at Fiscal
Year End (1)
|
||||||
Name
|
Shares
Acquired on Exercise
(#)
|
Value
Realized
($)
|
Exercisable
(#)
|
Unexercisable
(#)
|
Exercisable
($)
|
Unexercisable
($)
|
|
John
S. Gilbertson
|
250,000
|
$
|
225,441
|
709,875
|
281,625
|
$4,129,139
|
$
1,370,921
|
C.
Marshall Jackson
|
-0-
|
$
|
-0-
|
265,938
|
70,312
|
1,457,550
|
342,137
|
Peter
Venuto
|
-0-
|
$
|
-0-
|
58,388
|
49,462
|
241,323
|
238,878
|
Peter
Collis
|
-0-
|
$
|
-0-
|
70,550
|
49,600
|
274,313
|
241,319
|
Kurt
Cummings
|
-0-
|
$
|
-0-
|
84,375
|
27,125
|
383,844
|
130,566
|
(1)
|
In
accordance with the rules of the SEC, values are calculated by subtracting
the exercise price from the fair market value of the underlying Common
Stock. For purposes of calculating the value of unexercised options
exercisable and unexercisable, fair market value is deemed to be
$17.70
per share, the closing price of the Common Stock reported for the
NYSE
Composite Transactions on March 31, 2006, the last trading day of
the
Company's fiscal year.
|
Plan
Category
|
Number
of securities to be issued upon exercise of
outstanding options
|
Weighted
average exercise price of outstanding
options
|
Number
of securities remaining available for future
issuance
|
Equity
Compensation plans approved by security holders
|
4,804,615
|
$14.72
|
10,970,000
|
Equity
compensation plans not approved by security holders
|
--
|
--
|
(1)
|
(1) |
Members
of the Board of Directors who are not employees of AVX or Kyocera
are
eligible to defer their annual director's fee and attendance fees
in an
AVX Phantom Share Unit Fund under the Deferred Compensation Plan
for
Eligible Board Members (not approved by shareholders) based on the
Fair
Market Value of the Common Stock at each Credit Date (all as defined
in
the plan). Payment of account balances to an eligible director (as
prescribed in "Compensation of Directors" above) is payable in the
form of
a number of shares of Common Stock equal to the whole number of Phantom
Shares Units (as defined) credited to such director under the plan.
See
"Compensation of Directors" above for more
information.
|
Cumulative
Total Return
|
|||||||
3/31/01
|
3/31/02
|
3/31/03
|
3/31/04
|
3/31/05
|
3/31/06
|
||
AVX
-NYSE
|
100.00
|
122.25
|
53.21
|
98.64
|
74.14
|
108.33
|
|
S
& P 500
|
100.00
|
100.24
|
75.42
|
101.91
|
108.73
|
121.48
|
|
Current
Peer Group
|
100.00
|
93.38
|
33.14
|
64.04
|
36.65
|
41.64
|
|
Prior
Peer Group
|
100.00
|
112.83
|
68.41
|
109.09
|
92.61
|
117.89
|
2005
|
2006
|
|
Audit
Fees (1)
|
$
7,942,401
|
$
5,287,140
|
Audit
Related Fees (2)
|
183,000
|
101,747
|
Tax
Fees (3)
|
324,849
|
388,343
|
Other
Fees
|
---
|
7,676
|
Total
Fees
|
$
8,450,250
|
$
5,784,906
|
(1) |
Amounts
represent fees for the annual audit of the Company for the fiscal
years
ended March 31, 2005 and March 31, 2006, reviews of the Company's
financial statements for interim periods and other regulatory filings
in
fiscal 2005 and fiscal 2006 and services related to the Company’s internal
control over financial reporting.
|
(2) |
Amounts
primarily represent fees for the audits of employee benefit plans,
statutory audits of certain foreign locations and other procedures
related
to documents filed with the SEC and consultations concerning financial
accounting and reporting standards.
|
(3) |
Amounts
represent fees for consultation on tax matters and tax compliance
services.
|