UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MOLEX INCORPORATED
(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  36-2369491
(I.R.S. Employer
Identification No.)
2222 Wellington Court, Lisle, Illinois 60532
(Address and Zip Code of Principal Executive Offices)
2005 Molex Employee Stock Award Plan
(Full title of the plan)
Mark R. Pacioni
Corporate Secretary
Molex Incorporated
2222 Wellington Court
Lisle, Illinois 60532

(Name and address of agent for service)
(630) 969-4550
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ
  Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
 
      (Do not check if a smaller reporting company)    
 
 

 


 

EXPLANATORY NOTE
     By means of this Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-129559, originally filed with the Securities and Exchange Commission on November 8, 2005 (the “2005 Registration Statement”), the Registrant hereby deregisters 190,239 shares of its Class A Common Stock, par value $0.05 per share, which were previously registered for the 2005 Molex Employee Stock Award Plan (the “2005 Stock Award Plan”) on the 2005 Registration Statement.
     The Registrant is amending its 2008 Molex Stock Incentive Plan (the “2008 Plan”) effective as of April 30, 2011 to supersede and replace the 2005 Stock Award Plan by merging the 2005 Stock Award Plan with and into the 2008 Plan. Accordingly, the Registrant hereby deregisters the 190,239 shares that have not been and will not be issued under the 2005 Stock Award Plan, but which will instead become available for issuance under the 2008 Plan (the “Carryover Shares”). Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the 2005 Registration Statement, the Registrant is filing a Registration Statement on Form S-8 with the Securities and Exchange Commission to register the Carryover Shares authorized for issuance pursuant to the 2008 Plan.
     Except to the extent stated herein, the 2005 Registration Statement as originally filed is not otherwise affected by this Post-Effective Amendment No. 1 to the 2005 Registration Statement.

 


 

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 Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lisle, State of Illinois, on the 4 th day of May, 2011.
             
 
      MOLEX INCORPORATED    
 
 
  By:   /s/ MARK R. PACIONI
 
Mark R. Pacioni
   
 
      Corporate Secretary    
     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to this Registration Statement has been signed by the following persons in the capacities indicated below on the 4 th day of May, 2011.
         
Signature       Title
         
*
 
Frederick A. Krehbiel
      Co-Chairman of the Board
         
*
 
John H. Krehbiel, Jr.
      Co-Chairman of the Board
         
/s/ Martin P. Slark
 
Martin P. Slark
      Vice Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
         
*
 
David D. Johnson
      Executive Vice President, Treasurer and Chief Financial Officer
(Principal Financial Officer)
         
/s/ K. Travis George
 
K. Travis George
      Vice President, Finance, Micro Products Division and Chief Accounting Officer
(Principal Accounting Officer)
         
*
 
Michael J. Birck
      Director
         
*
 
Michelle L. Collins
      Director
         
 
 
Anirudh Dhebar
      Director
         
*
 
Edgar D. Jannotta
      Director
         
*
 
Fred L. Krehbiel
      Director
         
*
 
David L. Landsittel
      Director
         
*
 
Joe W. Laymon
      Director
         
*
 
Donald G. Lubin
      Director
         
 
James S. Metcalf
      Director
         
*
 
Robert J. Potter
      Director
         
*By:
  /s/ Martin P. Slark
 
Martin P. Slark
   
 
  Attorney-in-Fact    

 

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