UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
Date
of
Report (date of earliest event reported): January 31, 2006
(AVX
Corporation Retirement Plan, AVX 401(k) Plan and AVX Nonqualified Supplemental
Retirement Plan)
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-7201
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33-0379007
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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801
17th Avenue South
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Myrtle
Beach, South Carolina
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29577
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(Address
of principal executive offices)
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(Zip
Code)
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(843)
448-9411
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(Registrant's
telephone number, including area
code)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Item
4.01 Changes
in Registrant’s Certifying Accountant.
(a)
Previous Independent Registered Public Accounting Firm:
On
January 31, 2006, the AVX Corporation Retirement Plan, AVX 401(k) Plan, and
AVX
Nonqualified Supplemental Retirement Plan (the “Plans”) dismissed
PricewaterhouseCoopers LLP (“PwC”) as the Plans’ independent registered public
accounting firm. The dismissal was approved by the Audit Committee of the Board
of Directors of AVX Corporation.
The
reports of PwC on the Plans’ financial statements for the years ended December
31, 2004 and 2003 contained no adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principle.
During
the years ended December 31, 2004 and 2003 and through January 31, 2006, there
have been no disagreements with PwC on any matter of accounting principles
or
practices, financial statement disclosure, or auditing scope or procedure,
which
disagreements, if not resolved to the satisfaction of PwC would have caused
PwC
to make reference thereto in its reports on the Plans’ financial statements for
such years.
During
the years ended December 31, 2004 and 2003 and through January 31, 2006, there
have been no “reportable events”, as that term is defined in Item 304 (a)(1)(v)
of Regulation S-K, with respect to the Plans.
The
change in the accounting firm described above pertains only to the financial
statements of the Plans and does not affect PwC’s engagement as the independent
registered public accounting firm of AVX Corporation for its fiscal year ending
March 31, 2006.
The
Plans
provided a copy of the disclosures under (a) and (b) above to PwC and requested
that PwC furnish it with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the aforementioned statements.
A copy of the letter furnished by PwC in response to that request is filed
as
Exhibit 16.1 to this Form 8-K.
(b)
New
Independent Registered Public Accounting Firm:
The
Audit
Committee of the Board of Directors of AVX Corporation appointed Grant Thornton
as the Plans’ new independent registered public accounting firm for the year
ended December 31, 2005, as of January 31, 2006. During the years ended December
31, 2004 and 2003, and through January 31, 2006, the Plans have not consulted
with Grant Thornton regarding either: (i) the application of accounting
principles to a specified transaction, either completed or proposed; or the
type
of audit opinion that might be rendered on the Plans’ financial statements, and
Grant Thornton did not provide a written report or oral advice to the Plans
which Grant Thornton concluded was an important factor considered by the Plans
in reaching a decision as to the accounting, auditing or financial reporting
issue, or (ii) any matter that was either the subject of a disagreement, as
that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a reportable event, as that
term
is defined in Item 304 (a)(1)(v) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants
have
duly caused this report to be signed on their behalf by the undersigned hereunto
duly authorized.
Date:
February 3, 2006
AVX
Corporation Retirement Plan, AVX 401(k) Plan, and AVX Nonqualified Supplemental
Retirement Plan
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By:
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/S/
Kurt P. Cummings
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Name:
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Kurt
P. Cummings
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Title:
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Vice
President,
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Chief
Financial Officer,
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Treasurer
and Secretary of AVX Corporation
(Signing
as a Member of the AVX Corporation Retirement
Committee)
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