S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

KEMET CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	57-0923789
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2835 KEMET Way Simpsonville, South Carolina	29681
(Address of Principal Executive Offices)	(Zip Code)

KEMET Corporation Omnibus Incentive Plan

(Full title of the plan)

William M. Lowe, Jr.

Executive Vice President and Chief Financial Officer

2835 KEMET Way

Simpsonville, South Carolina 29681

(Name and address of agent for service)

(864) 963-6300

(Telephone number, including area code, of agent for service)

Copy to:

Richard W. Viola

McGuireWoods LLP

201 N. Tryon Street, Suite 3000

Charlotte, North Carolina 28202

(704) 343-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o
	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, par value $0.01 per share	4,800,000 shares		$16.73 (2)		$80,304,000 (2)		$9,307.23

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”) which become issuable under the KEMET Corporation Omnibus Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2)

Estimated pursuant to Rules 457(c) and 457(h) of the Securities Act solely for purposes of calculating the aggregate offering price and the amount of the registration fee based upon the average of the high and low prices reported for the shares on the New York Stock Exchange on August 2, 2017.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed pursuant to Instruction E of Form S-8 to register an additional 4,800,000 shares of Common Stock of KEMET Corporation (the “Company”) issuable pursuant to the KEMET Corporation Omnibus Incentive Plan (the “Plan”), which amends and restates the 2014 Amendment and Restatement of the KEMET Corporation 2011 Omnibus Equity Incentive Plan. These additional shares of Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 (File No. 333-176317) was filed with the Securities and Exchange Commission (the “Commission”) on August 15, 2011 (the “Original Registration Statement”) to register 4,000,000 shares and a second Registration Statement on Form S-8 (File No. 333-197782) was filed with the Commission on August 1, 2014 (the “Second Registration Statement”) to register an additional 2,600,000 shares. The contents of the Company’s Original Registration Statement and Second Registration Statement are incorporated by reference herein.

The Plan was approved by the board of directors of the Company on June 13, 2017 and by the stockholders of the Company on August 2, 2017. 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the Company with the Commission, are incorporated in this Registration Statement by reference:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017;

(b) The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017;

(c) The Company’s Current Reports on Form 8-K filed with the Commission on April 20, 2017, April 20, 2017 (as amended by that Amendment No. 1 on Form 8-K/A on July 5, 2017), May 1, 2017, June 14, 2017 and August 2, 2017; and

(d) The description of the Company’s Common Stock, par value $0.01 per share, set forth in the Company’s Registration Statement on Form 8-A (File No. 001-15491) filed with the Commission on November 12, 2010 under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any further amendment or report filed thereafter for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 

Item 8. Exhibits.

Number	Description
4.1	Second Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-15491) for the quarter ended June 30, 2011).
4.2	Amended and Restated By-laws of KEMET Corporation, effective June 5, 2008 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-15491) filed on June 5, 2008).
5.1	Opinion of McGuireWoods LLP with respect to the legality of the shares of Common Stock being registered hereby.
10.1	KEMET Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-15491) filed on August 2, 2017).
23.1	Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.
23.2	Consent of Independent Auditors, Ernst & Young ShinNihon LLC.
23.3	Consent of McGuireWoods LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Simpsonville, State of South Carolina, on this 9th day of August, 2017.

KEMET Corporation
By:	/s/ William M. Lowe, Jr.
Name:	William M. Lowe, Jr.
Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William M. Lowe, Jr. and R. James Assaf, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with power to act without any other and with full and several power of substitution, for him or her and in his or her name, place and stead, to sign, in his or her capacity or capacities as shown below, any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with any such amendments, as fully for all intents and purposes as he or she might or could do in person, and does hereby ratify and confirm all that said attorneys-in-fact and agents, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 9th day of August, 2017.

Name	Title
/s/ Per-Olof Loof	Chief Executive Officer and Director
Per-Olof Loof	(Principal Executive Officer)
/s/ William M. Lowe, Jr.	Executive Vice President and Chief Financial Officer
William M. Lowe, Jr.	(Principal Financial and Accounting Officer)
/s/ Frank G. Brandenberg	Chairman and Director
Frank G. Brandenberg

/s/ Dr. Wilfried Backes	Director
Dr. Wilfried Backes
/s/ Gurminder S. Bedi	Director
Gurminder S. Bedi
/s/ Joseph V. Borruso	Director
Joseph V. Borruso
	Director
Jacob T. Kotzubei
/s/ E. Erwin Maddrey, II	Director
E. Erwin Maddrey, II
/s/ Yasuko Matsumoto	Director
Yasuko Matsumoto
	Director
Robert G. Paul

EXHIBIT INDEX

Number	Description
4.1	Second Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
4.2	Amended and Restated By-laws of KEMET Corporation, effective June 5, 2008 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated June 3, 2008).
5.1	Opinion of McGuireWoods LLP with respect to the legality of the shares of Common Stock being registered hereby.
10.1	KEMET Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-15491) filed on August 2, 2017).
23.1	Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.
23.2	Consent of Independent Auditors, Ernst & Young ShinNihon LLC.
23.3	Consent of McGuireWoods LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page).

EX-5.1

Exhibit 5.1

[LETTERHEAD OF MCGUIREWOODS]

August 9, 2017

KEMET Corporation

2835 Kemet Way

Simpsonville, South Carolina 29681

Re:    Registration Statement on Form S-8

4,800,000 Shares of Common Stock of KEMET Corporation

pursuant to the KEMET Corporation Omnibus Incentive Plan

Ladies and Gentlemen:

We have acted as special counsel to KEMET Corporation, a Delaware corporation (the Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) that is being filed on the date hereof with the Securities and Exchange Commission (the “SEC”) by the Company in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 4,800,000 shares (the “Shares”) of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), which may be issued pursuant to the KEMET Corporation Omnibus Incentive Plan (the “Plan”).

Documents Reviewed

In connection with this opinion letter, we have examined the Registration Statement, including the exhibits being filed therewith or incorporated by reference therein. In addition we have examined and relied upon the following:

(i) a certificate from the secretary of the Company certifying as to (A) true and correct copies of the Second Restated Certificate of Incorporation and the Amended and Restated By-laws of the Corporation and (B) the resolutions of the Board of Directors of the Company with respect to the Plan authorizing (1) the filing of the Registration Statement by the Company and (2) the issuance and sale of the Shares by the Company pursuant to the Plan (the “Authorizing Resolutions”);

(ii) a certificate dated August 9, 2017 issued by the Secretary of State of the State of Delaware, attesting to the corporate status of the Company in the State of Delaware; and

(iii) originals, or copies identified to our satisfaction as being true copies, of such other records, documents and instruments as we have deemed necessary for the purposes of this opinion letter.

KEMET Corporation

August 9, 2017

Page 2

“Applicable Law” means the internal laws of the State of Delaware and the Delaware General Corporation Law.

Assumptions Underlying Our Opinion

For all purposes of the opinion expressed herein, we have assumed, without independent investigation, the following:

(a) Factual Matters. To the extent that we have reviewed and relied upon (i) certificates of the Company or authorized representatives thereof and (ii)  certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with regard to factual matters and all official records (including filings with public authorities) are properly indexed and filed and are accurate and complete.

(b)    Signatures. The signatures of individuals signing the Registration Statement are genuine.

(c) Authentic and Conforming Documents. All documents submitted to us as originals are authentic, complete and accurate, and all documents submitted to us as copies conform to authentic original documents;

(d) Registration Statement. The Registration Statement will be effective under the Securities Act.

(e) No Mutual Mistake, Amendments, etc. There has not been any mutual mistake of fact, fraud, duress or undue influence in connection with the issuance of the Shares as contemplated by the Registration Statement. There are no oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms of the Registration Statement.

Our Opinion

Based on and subject to the foregoing and the exclusions, qualifications, limitations and other assumptions set forth in this opinion letter, we are of the opinion that (i) when the Shares have been issued and sold as contemplated by the Registration Statement, (ii) the Company has received the consideration provided for in the Plan, (iii) such consideration per Share is not less than the amount required by the Authorizing Resolutions and (iv) certificates in the form required under the laws of the State of Delaware representing the Shares are duly executed, countersigned, registered and delivered, if such Shares are certificated, such Shares will be validly issued, fully paid and non-assessable.

Qualifications and Limitations Applicable to Our Opinion

The opinion set forth above is limited to the Applicable Law, and we do not express any opinion concerning any other law.

KEMET Corporation

August 9, 2017

Page 3

Miscellaneous

The foregoing opinion is being furnished only for the purpose referred to in the first paragraph of this opinion letter. Our opinion is based on statutes, regulations and administrative and judicial interpretations which are subject to change. We undertake no responsibility to update or supplement our opinion subsequent to the date hereof. Headings in this opinion letter are intended for convenience of reference only and shall not affect its interpretation. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on or about the date hereof and to the incorporation by reference of this opinion of counsel into the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ McGuireWoods LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the KEMET Corporation Omnibus Incentive Plan, which amends and restates the 2014 Amendment and Restatement of the KEMET Corporation 2011 Omnibus Equity Incentive Plan, of our reports dated June 1, 2017, with respect to the consolidated financial statements of KEMET Corporation and the effectiveness of internal control over financial reporting of KEMET Corporation included in its Annual Report (Form 10-K) for the year ended March 31, 2017, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Greenville, South Carolina

August 9, 2017

92785499_2

EX-23.2

Exhibit 23.2

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the KEMET Corporation Omnibus Incentive Plan, which amends and restates the 2014 Amendment and Restatement of the KEMET Corporation 2011 Omnibus Equity Incentive Plan, of our report dated June 1, 2017, with respect to the consolidated financial statements of TOKIN Corporation and subsidiaries included in the Annual Report (Form 10-K) of KEMET Corporation and subsidiaries for the year ended March 31, 2017, filed with the Securities and Exchange Commission.

/s/ Ernst & Young ShinNihon LLC

Tokyo, Japan

August 9, 2017

92784939_2