**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

----

 

**FORM 10-K/A**

 

**(Amendment No. 1)**

 

**(Mark One)**

 

**x**       **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

 

**For the fiscal year ended March 31, 2009**

 

**Or**

 

**o**          **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

** **

**For the transition period from                  to                  **

 

**CommissionFile Number: 0-20289**

 

----

 

**KEMETCorporation**

(Exact name of registrant asspecified in its charter)

 

| **Delaware**                                     | ** ** | **57-0923789**      |
|--------------------------------------------------|------------|---------------------|
| (State or other jurisdiction of                  | ** ** | (I.R.S. Employer    |
| incorporation or organization)                   | ** ** | Identification No.) |
|                                             | ** ** |                |
| **2835 KEMET Way, Simpsonville, South Carolina** | ** ** | **29681**           |
| (Address of principal executive offices)         | ** ** | (Zip Code)          |

 

Registrant’s telephonenumber, including area code: **(864) 963-6300**

 

Securities registeredpursuant to Section 12(b) of the Act: **None.**

 

Securities registeredpursuant to Section 12(g) of the Act: **Common Stock, par value $0.01**

 

----

 

Indicate by check mark if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act. Yes o  No x

 

Indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No x

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past90 days. Yes x  No o

 

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding12 months (or for such shorter period that the registrant was required tosubmit and post such files). Yes o  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not becontained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See the definitions of “large accelerated filer,” “accelerated filer”and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Checkone):

 

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

 

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Act). Yes o  No x

 

Aggregate market value of voting common stock held by non-affiliates ofthe registrant as of September 30, 2008, computed by reference to theclosing sale price of the registrant’s common stock was approximately$97,473,493.

 

Number of shares of each class of common stock outstanding as of June 26,2009: common stock, $0.01 par value, 80,867,509.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Portionsof the definitive proxy statement delivered to shareholders in connection withthe Annual Meeting of Shareholders held July 30, 2009 are incorporated byreference in Part III and Part IV of this report.

 

 

 

----

 

**EXPLANATORYNOTE**

** **

**KEMET Corporation is filing this Amendment No. 1to its Annual Report on Form 10-K for the fiscal year ended March 31,2009, as filed with the Securities and Exchange Commission (the “SEC”) on June 30,2009, in order to revise the Chief Financial Officer certification filed as Exhibit 31.2to the original Form 10-K, which inadvertently omitted certain languageregarding internal control over financial reporting required to be included inparagraphs 4 and 5.  In addition, inconnection with the filing of this amendment and in accordance with SEC rules,we are including an updated certification of our Chief Executive Officer filedas Exhibit 31.1.  This Form 10-K/Ais limited in scope to the foregoing, and should be read in conjunction withthe original Form 10-K and our other filings with the Securities andExchange Commission.**

** **

**This Form 10-K/A does not reflect eventsoccurring after the filing of the original Form 10-K or modify or updatethose disclosures affected by subsequent events.  Except as described above, we have notmodified or updated other disclosures or information presented in the original Form 10-K.**

 

2

----

 

**PART IV**

** **

**ITEM 15.    EXHIBITSAND FINANCIAL STATEMENT SCHEDULES.**

 

(a)   (3)     Listof Exhibits

 

The following exhibitsare filed as a part of this Form 10-K/A.

 

31.1         Certification of the Chief ExecutiveOfficer Pursuant to Section 302

 

31.2         Certification of the Chief FinancialOfficer Pursuant to Section 302

 

3

----

 

**SIGNATURES**

** **

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|                         | KEMET CORPORATION                                       |
|------------------------------|---------------------------------------------------------|
|                         | (Registrant)                                            |
|                         |                                                    |
|                         |                                                    |
| Date: February 2,  2010 | /s/ WILLIAM M. LOWE,  JR.                               |
|                         | William M.  Lowe, Jr.                              |
| * *                     | *Executive Vice President and  Chief Financial Officer* |

 

4

----