KEMET Corporation (NYSE:KEM) Files An 8-K Financial Statements and ExhibitsItem 2.01 of Form 8-K that were previously omitted from the Original Report as permitted by Item 2.01(a)(4) and Item 2.01(b)(2). Except as provided herein, the disclosures made in the Original Report remain unchanged.
Item 2.01 Acquisition – Disposition of Assets
On April 19, 2017, the Company’s wholly owned subsidiary, KEMET Electronics Corporation (“KEC”), completed its acquisition of all of the outstanding shares of common stock and preferred stock of NEC TOKIN Corporation (“NEC TOKIN”) not already held by KEC. NEC TOKIN was a joint venture between KEC and NEC Corporation. NEC TOKIN is a manufacturer of tantalum capacitors, electro-magnetic and access devices. Upon closing, NEC TOKIN changed its name to TOKIN Corporation (“TOKIN”) and became a 50% owned subsidiary of KEMET. KEC originally acquired a 34% economic, and 51% common stock, interest in NEC TOKIN on February 1, 2013.
In connection with the acquisition of TOKIN, the Company filed the Original Report describing the transaction. The Company is now filing this amendment to include the historical financial statements and pro forma financial information required by Item 2.01 of Form 8-K.
Item 2.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The audited consolidated balance sheet of NEC TOKIN and subsidiaries as of March 31, 2017 and March 31, 2016 and related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the fiscal years ended March 31, 2017, 2016 and 2015, and the notes related thereto and the independent auditors’ report thereon, are filed hereto as Exhibit99.1 and are incorporated into this Item 2.01(a)by reference.
(b) Pro Forma Financial Information
The required unaudited pro forma condensed combined financial information as of and for the year ended March31, 2017 is filed as Exhibit99.2 hereto and is incorporated into this Item 2.01(b)by reference.
(c) Not Applicable.
(d) Exhibits
The following exhibits are filed with this Amendment No. 1 to Form 8-K.
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ExhibitNo. |
DescriptionofExhibit |
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23.1 |
Consent of Independent Registered Public Accounting Firm, Ernst & Young ShinNihon LLC |
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99.1 |
NEC TOKIN Financial Statements as of March 31, 2017 and March 21, 2016 and for NEC TOKIN’s fiscal years ended March 31, 2017, 2016 and 2015 |
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99.2 |
Unaudited pro forma condensed combined financial information as of and for the year ended March31, 2017 |
KEMET CORP ExhibitEX-23.1 2 fy2018_q1x8kxex231xeyjapan.htm EXHIBIT 23.1 Exhibit Exhibit 23.1CONSENT OF INDEPENDENT AUDITORSWe consent to the incorporation by reference in the following Registration Statements:(1) Registration Statement (Form S-8 No. 333-123308) (2) Registration Statement (Form S-8 No. 33-96226) (3) Registration Statement (Form S-8 No. 333-67849)(4) Registration Statement (Form S-8 No. 333-176317) (5) Registration Statement (Form S-8 No. 333-197782)of our report dated June 1,…To view the full exhibit click here
About KEMET Corporation (NYSE:KEM)
KEMET Corporation (KEMET) is a manufacturer of passive electronic components. The Company operates in two segments: Solid Capacitors, and Film and Electrolytic. The Solid Capacitors segment primarily produces tantalum, aluminum, polymer and ceramic capacitors. Solid Capacitors also produces tantalum powder used in the production of tantalum capacitors. The Film and Electrolytic Business Group produces film, paper and wet aluminum electrolytic capacitors. It also designs and produces EMI Filters. The Company’s product offerings include surface mount, which are attached directly to the circuit board; leaded capacitors, which are attached to the circuit board using lead wires, and chassis-mount and other pin-through-hole board-mount capacitors, which utilize attachment methods, such as screw terminal and snap-in. The Company sells its products to a range of original equipment manufacturers (OEMs) and electronics manufacturing services (EMS) providers.