- Securities Registration: Employee Benefit Plan (S-8)
05 Mai 2011 - 10:28PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MOLEX INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
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36-2369491
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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2222 Wellington Court, Lisle, Illinois 60532
(Address and Zip Code of Principal Executive Offices)
2008 Molex Stock Incentive 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):
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Large accelerated filer
þ
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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Maximum
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Maximum
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Title of Securities to be
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Amount to be
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Offering Price
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Aggregate
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Amount of
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Registered (1)(2)
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Registered (1)
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Per Share (2)
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Offering Price(2)
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Registration Fee(2)
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Class A Common Stock, $0.05 par value
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190,239(3)
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$22.44
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$4,268,963
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$497
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(1)
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In accordance with Rule 416(a) under the Securities Act of 1933,
as amended (the Securities Act), this Registration Statement
shall be deemed to cover any additional shares of Class A Common
Stock, par value $0.05 per share, which may be issued pursuant to
the 2008 Molex Stock Incentive Plan (2008 Plan) to prevent
dilution from stock splits, stock dividends or similar
transactions.
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(2)
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Estimated solely for the purposes of calculating the registration
fee pursuant to Rule 457(h) and 457(c) under the Securities Act
on the basis of the average high and low sale prices reported for
the Registrants Class A Common Stock on the Nasdaq National
Market on May 4, 2011.
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(3)
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As described in the Explanatory Note in this Registration
Statement, the Registrant is amending its 2008 Plan effective as
of April 30, 2011 to supersede and replace the 2005 Molex
Employee Stock Award Plan (the 2005 Stock Award Plan) by
merging the 2005 Stock Award Plan with and into the 2008 Plan.
The 190,239 shares of Class A Common Stock being registered under
the 2008 Plan on this Registration Statement were previously
registered by Registrant on Form S-8 Registration Statement (File
No. 333-129559) and were previously available for issuance but
not issued or subject to outstanding awards under the 2005 Stock
Award Plan and now may be issued under the 2008 Plan.
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EXPLANATORY NOTE
By means of this Registration Statement, the Registrant hereby registers 190,239 shares of its
Class A Common Stock, par value $0.05 per share, pursuant to General Instruction E on Form S-8
(Registration of Additional Securities). The contents of the previous Registration Statement on
Form S-8 filed with the Securities and Exchange Commission on November 24, 2008 (File No.
333-155603) are hereby incorporated by reference and made a part hereof.
The Registrant is amending its 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.
The 190,239 shares of Class A Common Stock being registered under the 2008 Plan on this
Registration Statement were previously registered by Registrant on Form S-8 Registration Statement
(File No. 333-129559) originally filed with the Securities and Exchange Commission on November 8,
2005 (the 2005 Registration Statement) and were previously available for issuance but not issued
or subject to outstanding awards under the 2005 Stock Award Plan and now may be issued under the
2008 Plan. Accordingly, the Registrant hereby registers 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
Registration Statement, the Registrant is filing a Post-Effective Amendment to the 2005
Registration Statement to deregister the Carryover Shares authorized for issuance pursuant to the
2008 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (e) below and previously filed with the Commission by the
Registrant are incorporated by reference in this Registration Statement:
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(a)
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The Companys annual report on Form 10-K for the fiscal
year ended June 30, 2010, filed on August 3, 2010.
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(b)
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The Companys quarterly reports on Form 10-Q for the
quarters ended September 30, 2010, December 31, 2010 and
March 31, 2011, filed on September 29, 2010, January 27,
2011 and May 3, 2011, respectively.
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(c)
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The Companys current reports on Form 8-K filed on August
6, 2010, November 3, 2010, February 3, 2011, March 30, 2011
and April 29, 2011.
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(d)
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The description of the Companys Common Stock under the
caption Description of Capital Stock in the final
prospectus forming a part of the Companys Registration
Statement on Form S-3 (Reg. No. 33-57613) filed on February
7, 1995, as amended by Amendment No. 1 thereto filed on
February 16, 1995, and any amendment or report filed for
the purpose of updating such description.
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(e)
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The contents of Registration statement number 333-155603
filed with the Securities and Exchange Commission,
including any amendments or reports filed for the purpose
of updating such statements.
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All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement
and to be part thereof from the date of filing of such documents.
Item 8. Exhibits.
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4.1
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Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Companys
Annual Report on Form 10-K for the year ended June 30,
2000).
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4.2
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Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Companys current report on Form 8-K
filed on February 3, 2011).
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4.3* Amended and Restated 2008 Molex Stock Incentive Plan.
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5.1* Opinion of Mark R. Pacioni, Corporate Secretary.
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23.1* Opinion of Mark R. Pacioni (included in Exhibit 5.1).
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23.2* Consent of Ernst & Young LLP.
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24* Powers of Attorney (included herein on the signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Lisle, State of Illinois on May 4, 2011.
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MOLEX INCORPORATED
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By:
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/s/ MARK R. PACIONI
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Mark R. Pacioni
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Corporate Secretary
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POWER OF ATTORNEY
The officers and directors of Molex Incorporated whose signatures appear below hereby
constitute and appoint Martin P. Slark and Mark R. Pacioni, and each of them (with full power to
each of them to act alone), their true and lawful attorneys-in-fact, with full powers of
substitution and re-substitution, to sign and execute on behalf of the undersigned any and all
amendments, including post-effective amendments, to this Registration Statement, and to file the
same, with exhibits thereto, and other documents in connection therewith, with the Commission, and
each of the undersigned does hereby ratify and confirm all that said attorneys-in-fact shall do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed below as of May 4, 2011 by the following persons in the capacities indicated.
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Co-Chairman of the Board
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/s/ FREDERICK A. KREHBIEL
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Frederick A. Krehbiel
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Co-Chairman of the Board
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/s/ JOHN H. KREHBIEL, JR.
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John H. Krehbiel, Jr.
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Vice Chairman of the Board and Chief Executive Officer
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/s/ MARTIN P. SLARK
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(Principal Executive Officer)
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Martin P. Slark
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Executive Vice President, Treasurer and Chief Financial Officer
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/s/ DAVID D. JOHNSON
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(Principal Financial Officer)
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David D. Johnson
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Vice President, Finance, Micro Products Division and
Chief Accounting Officer
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/s/ K. TRAVIS GEORGE
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(Principal Accounting Officer)
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K. Travis George
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Director
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/s/ MICHAEL J. BIRCK
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Michael J. Birck
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Director
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/s/ MICHELLE L. COLLINS
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Michelle L. Collins
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Director
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/s/ ANIRUDH DHEBAR
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Anirudh Dhebar
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Director
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/s/ EDGAR D. JANNOTTA
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Edgar D. Jannotta
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Director
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/s/ FRED L. KREHBIEL
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Fred L. Krehbiel
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Director
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/s/ DAVID L. LANDSITTEL
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David L. Landsittel
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Director
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/s/ JOE W. LAYMON
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Joe W. Laymon
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Director
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/s/ DONALD G. LUBIN
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Donald G. Lubin
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Director
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/s/ JAMES S. METCALF
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James S. Metcalf
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Director
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/s/ ROBERT J. POTTER
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Robert J. Potter
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EXHIBIT INDEX
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Exhibit
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Number
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Description of Exhibit
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4.1
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Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Companys
Annual Report on Form 10-K for the year ended June 30, 2000).
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4.2
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Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Companys current report on Form 8-K filed
on February 3, 2011).
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4.3
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Amended and Restated 2008 Molex Stock Incentive Plan.
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5.1
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Opinion of Mark R. Pacioni, Corporate Secretary.
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23.1
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Consent of Mark R. Pacioni (included in Exhibit 5.1).
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23.2
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Consent of Ernst & Young LLP.
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24
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Powers of Attorney (included herein on the signature page).
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