<PAGE>
REGISTRATION NO. 33-____________________
As filed with the Securities and Exchange Commission on August 8, 1995
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
METHODE ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2090085
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
7444 WEST WILSON AVENUE
CHICAGO, ILLINOIS 60656
TELEPHONE: (708) 867-9600
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Kevin J. Hayes
7444 West Wilson Avenue
Chicago, Illinois 60656
Telephone: (708) 867-9600
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
James W. Ashley Jr., Esq.
Janet O. Love, Esq.
Keck, Mahin & Cate
77 West Wacker Drive, 49th Floor
Chicago, Illinois 60601-1693
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] _________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check for the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ____________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED PROPOSED
SHARES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A
Common Stock,
$.50 par value 110,472 Shares $22.63 $2,499,981.30 $862.06
--------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee based on the average of the high and low prices of the
Class A Common Stock as reported by Nasdaq on August 2, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a),
MAY DETERMINE.
<PAGE>
METHODE ELECTRONICS, INC.
CROSS-REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF INFORMATION
REQUIRED BY ITEMS IN PART I OF FORM S-3
<TABLE>
<CAPTION>
Item Location in Prospectus
------ ----------------------
<S> <C>
1. Forepart of Registration Statement and Outside front cover page
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Inside front and outside
Cover Pages of Prospectus back cover pages
3. Summary Information, Risk Factors and Risk Factors
Ratio of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Inapplicable
6. Dilution Inapplicable
7. Selling Security-Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Security to Description of Common and
be Registered Preferred Stock of the
Company
10. Interests of Named Experts and Counsel Legal Matters
11. Material Change Inapplicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Disclosure of Commission Position of Inapplicable
Indemnification for Securities Act
Liabilities
</TABLE>
<PAGE>
SUBJECT TO COMPLETION -- DATED AUGUST 8, 1995
PROSPECTUS
METHODE ELECTRONICS, INC.
110,472 SHARES OF CLASS A COMMON STOCK
(PAR VALUE $.50 PER SHARE)
_______________
This Prospectus may be used in connection with the distribution of up
to 110,472 shares of Methode Electronics, Inc. Class A Common Stock, $.50 par
value (the "Shares") proposed to be disposed of from time to time by the Selling
Stockholders named herein. The Selling Stockholders include certain individuals
who received Shares along with registration rights in connection with the
Company's acquisition of certain assets and liabilities of Advanced Automation
Applications, Inc. and Duel Systems, Inc. (See "Selling Stockholders").
Methode Electronics, Inc. (the "Company" or the "Registrant") will not receive
any of the proceeds from the sale of the Shares. The expenses of this
registration will be paid by the Company. The Company's Class A Common Stock
and Class B Common Stock are sometimes hereinafter referred to as the "Common
Stock."
The outstanding shares of Common Stock (including the Shares) are
traded on the National Association of Securities Dealers Automated Quotation
System, Inc. National Market System under the symbols METHA and METHB. On
August 2, 1995, the last reported sale price for Class A Common Stock was $22.25
per share.
See "Risk Factors" for a discussion of certain factors which should be
considered by prospective purchasers of shares of Class A Common Stock offered
hereby.
_____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
___________
The distribution of the Shares by the Selling Stockholders may be
effected from time to time in one or more transactions (which may involve block
transactions) in the over-the-counter market, on the National Association of
Securities Dealers Automated Quotation System, Inc. (or any exchange on which
the Common Stock may then be listed), in negotiated transactions or otherwise.
Sales will be effected at such prices and for such consideration as may be
obtainable from time to time. Commission expenses and brokerage fees, if any,
will be paid individually by the Selling Stockholders. (See "Plan of
Distribution").
The date of this Prospectus is _________, 1995.
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such material can be
inspected and copied at the regional offices of the Commission at the Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and at
7 World Trade Center, Suite 1300, New York, New York 10048. This material can
also be inspected and copied at the Public Reference Section of the Commission
at Room 1024 at its principal office, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549 at prescribed rates.
This Prospectus omits certain of the information contained in the
Registration Statement on Form S-3, of which this Prospectus is a part (the
"Registration Statement"), covering the Common Stock, which pursuant to the
Securities Act of 1933, as amended, (the "Securities Act") is on file with the
Commission. For further information with respect to the Company and the Shares,
reference is made to the Registration Statement, including the exhibits filed
therewith. Statements herein contained concerning the provisions of any
document are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration Statement.
The Registration Statement and the exhibits may be inspected without charge at
the offices of the Commission or copies thereof obtained at prescribed rates
from the Public Reference Section of the Commission at the address set forth
above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,
except as superseded or modified herein:
1. The Company's Annual Report on Form 10-K for the year ended April
30, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Shares shall be deemed to be incorporated
in and made a part of this Prospectus by reference 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 Prospectus to the extent that a statement contained herein
or in any subsequently filed document that is also incorporated by reference
herein modifies or replaces such statement. Any statement so modified or
superseded shall not be deemed except as so modified or superseded to constitute
a part of this Prospectus.
Upon oral or written request, the Company will provide without charge
a copy of any document incorporated in this Prospectus by reference, exclusive
of exhibits (unless such exhibits are specifically incorporated by reference
into such documents), to each person, including any beneficial owner, to whom
this Prospectus is delivered. Requests for such documents should be directed to
Methode Electronics, Inc., 7444 West Wilson Avenue, Chicago, Illinois 60656,
Attention: Kevin J. Hayes, Vice President and Treasurer (Telephone 708-867-
9600).
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<PAGE>
THE COMPANY
The Company was incorporated in 1946 as an Illinois corporation and
reincorporated in Delaware in 1966. The Company operates in one industry
segment, which consists of the manufacture of electronic components which
connect, convey and control electrical energy, pulse and signal, including
connectors, controls, interconnect devices, controls, printed circuits, and
current carrying distribution systems. Components manufactured by the Company
are used in the production of electronic equipment and other products with
applications in the automotive, military and aerospace, computer, industrial,
telecommunications and consumer electronics industries.
RISK FACTORS
CONTROL BY PRINCIPAL STOCKHOLDER
William J. McGinley, Chairman of the Board of the Company, currently
owns 1.1% of the Company's Class A Common Stock and 70.2% of the Company's Class
B Common Stock. Due to Mr. McGinley's majority ownership of the Class B Common
Stock, he will be able to elect a majority of the members of the Company's Board
of Directors. See "Description of Common and Preferred Stock of the Company."
In addition, Mr. McGinley controls approximately 26% of the outstanding votes
with respect to matters other than the election of directors, such as any
determinations with respect to mergers or other business combinations, the
acquisition or disposition of assets, the incurrence of indebtedness, the
issuance of additional Common Stock or other equity securities, and the payment
of dividends with respect to the Common Stock. Therefore, Mr. McGinley is in a
position to significantly affect the business and affairs of the Company.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
by the Selling Stockholders.
DESCRIPTION OF COMMON AND PREFERRED STOCK OF THE COMPANY
The Certificate of Incorporation of the Company presently provides
that the Company has authority to issue 50,000,000 shares of Class A Common
Stock, $.50 par value; 5,000,000 shares of Class B Common Stock, $.50 par value;
and 50,000 shares of Preferred Stock, $100 par value.
CLASS A COMMON STOCK
DIVIDENDS AND RELATED MATTERS
Pursuant to the Company's Certificate of Incorporation, no dividend
may be paid on the Class B Common Stock unless an equivalent or greater dividend
is paid concurrently on the Class A Common Stock. However, dividends can be
declared and paid on the Class A Common Stock without being declared and paid on
the Class B Common Stock.
Only the following types of stock dividends, stock splits and similar
distributions may be paid and declared: (i) shares of Class A Common Stock to
holders of Class A Common Stock, (ii) shares of Class A Common Stock to holders
of Class A Common Stock and Class B Common Stock, (iii) shares of Class A Common
Stock to holders of Class A Common Stock and shares of Class B Common Stock to
holders of Class B Common Stock, and (iv) shares of
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<PAGE>
any other security of the Company (other than any class of Common Stock) to
holders of Class A Common Stock and Class B Common Stock and/or any other
security of the Company.
VOTING RIGHTS
Holders of the Class A Common Stock are entitled to elect 25% of the
Board of Directors (rounded up to the nearest whole number) so long as the
number of outstanding shares of Class A Common Stock is at least 10% of the
number of shares of all classes of outstanding Common Stock. The remaining
directors are elected by the holders of the Class B Common Stock. As of July
19, 1995, Class A Common Stock constituted 94.6% of the number of shares of all
classes of outstanding Common Stock.
Directors may be removed with or without cause, but such removal may
be effected only by the holders of the class of Common Stock that elected such
directors.
Vacancies in the Board of Directors may be filled by the holders of
the particular class of Common Stock which elected such director or by the
remaining directors elected by the holders of such class.
Except for the election or removal of directors, including, under
certain circumstances, filling any vacancy in the Board of Directors, and except
for class voting as required by Delaware law, the holders of all classes of
Common Stock will vote or consent as a single class on all matters coming before
any meeting of the stockholders of the Company, with each share of Class A
Common Stock having one-tenth of one vote per share and each share of Class B
Common Stock having one vote per share. Under Delaware law, the holders of each
outstanding class of Common Stock shall be entitled to vote as a class on any
proposed amendment to the Certificate of Incorporation if such amendment would:
(i) increase or decrease the aggregate number of authorized shares of such
class, (ii) increase or decrease the par value of the shares of such class, or
(iii) alter or change the powers, preferences or special rights of the shares of
such class so as to affect such holders adversely.
If the number of outstanding shares of Class A Common Stock were to be
less than 10% of all outstanding classes of Common Stock as of the record date
of any meeting of the stockholders of the Company, the holders of the Class A
Common Stock and the Class B Common Stock would vote together as a single class
on all matters arising at such meeting, including the election of directors.
Under such circumstances, the holders of the Class A Common Stock would be
entitled to one-tenth of one vote per share and the holders of the Class B
Common Stock would be entitled to one vote per share.
CONVERSION
Shares of Class A Common Stock are not convertible into any other
security of the Company.
LIQUIDATION RIGHTS
Upon liquidation, dissolution or winding up of the Company, and after
distribution of any amounts due to any holders of Preferred Stock, the assets
legally available for distribution to stockholders will be distributable ratably
among the holders of the shares of all classes of Common Stock at the time
outstanding.
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<PAGE>
OTHER TERMS
No holder of any class of common stock of the Company will have any
liability for further calls or assessments respecting such shares.
No stockholder of the Company has preemptive or other rights to
subscribe for additional shares of voting securities of the Company. No classes
of common stock of the Company are subject to redemption. No stockholder of the
Company has cumulative voting rights.
The Certificate of Incorporation of the Company provides that in the
event that the holders of common stock of the Company are entitled to vote on a
merger or consolidation or on a proposal that the Company sell, lease or
exchange substantially all of its assets and property to or with any person or
that any person sell, lease, or exchange substantially all of its assets and
property to or with the Company, and as a result of such transaction the Company
will not be either (i) the surviving corporation, (ii) the parent corporation,
or (iii) in continued existence, the transaction must be approved by at least
75% of the aggregate voting power of the holders of the issued and outstanding
securities of the Company entitled to vote thereon, voting together as one
class; except that the foregoing shall not apply to any such transaction which
is approved by resolution of the Board of Directors of the Company.
CLASS B COMMON STOCK
The rights incident to the Class B Common Stock relating to dividends,
voting rights, liquidation rights, preemptive rights, redemption, cumulative
voting and other terms are described in the above discussion of Class A Common
Stock. Further, each share of Class B Common Stock is convertible, at the
option of the holder, into one share of Class A Common Stock.
If the total number of outstanding shares of Class B Common Stock were
to be less than 100,000 shares as of the record date of any meeting of the
stockholders of the Company, the holders of the Class B Common Stock would lose
their right as a class to elect 75% of the Board of Directors. In such event,
the holders of the Class A Common Stock would continue to be entitled to elect
25% (rounded up to the nearest whole number) of the Board of Directors, and the
holders of the Class A Common Stock and Class B Common Stock would vote as a
single class on all other matters arising at such meeting, including the
election of the remaining directors, with the holders of the Class A Common
Stock having one-tenth of one vote per share and the holders of the Class B
Common Stock having one vote per share.
PREFERRED STOCK
The Company is authorized to issue Preferred Stock in series, and, in
connection with such issuance, the Board of Directors of the Company is
authorized to establish the relative rights, preferences and limitations of each
such series, including the voting power of the holders of such series. However,
the Board of Directors may not issue any series of Preferred Stock that would
deny or limit the ability to the holders of the Class A Common Stock to elect
25% (rounded up to the nearest whole number) of the Board of Directors of the
Company or to fill, in the absence of action by the directors elected by such
holders, any vacancy in the office of a director elected by such holders. The
Board of Directors may issue Preferred Stock without stockholder approval and
with voting and conversion rights which could adversely affect the voting power
of holders of Common Stock; provided, however, that the ability of the holders
of the Class A Common Stock to elect 25% of the Board of Directors may not be
adversely affected. In 1969, the Board of Directors created and authorized for
issuance out of the 50,000
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<PAGE>
authorized shares of Preferred Stock a series of stock consisting of 5,000
Shares, $100 par value, designated as 4% Cumulative Convertible Preferred Stock,
Series A. Presently there are no shares of this Series issued and outstanding.
There are no agreements or understandings for the issuance of Preferred Stock,
and the Board of Directors has no present intention to issue any shares of
Preferred Stock. As of July 19, 1995, there are no shares of Preferred Stock
issued and outstanding.
SELLING STOCKHOLDERS
The following table sets forth information with respect to the number
of shares of Class A Common Stock beneficially owned by each of the Selling
Stockholders.
<TABLE>
<CAPTION>
Number of shares Percent of Shares
Beneficially Owned Number of Shares Outstanding After
Selling Stockholder Prior to Offering (1) Registered Herein Offering (2)
--------------------- --------------------- ----------------- ------------------
<S> <C> <C> <C>
Ken Dorf 13,362 13,362 0%
Iggoni Fajardo 41,304 41,304 0%
James Farquhar 41,304 41,304 0%
Brandt Weibezahn 14,502 14,502 0%
</TABLE>
_________________________
(1) Information as of August 3, 1995.
(2) Assumes all shares registered herein are sold.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders
or by pledgees, donees, transferees or other successors in interest. Such sales
may be made in any one or more transactions (which may involve block
transactions) in the over-the-counter market, on Nasdaq, and any exchange in
which the Class A Common Stock may then be listed, or otherwise in negotiated
transactions or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling Shares to or through broker-dealers, and such broker-
dealers may sell the Shares as agent or may purchase such Shares as principal
and resell them for their own account pursuant to this Prospectus. Such broker-
dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders and/or purchasers of
Shares from whom they may act as agent (which compensation may be in excess of
customary commissions).
The Company has informed the Selling Stockholders that the anti-
manipulative rules under the Exchange Act (Rules 10b-6 and 10b-7) may apply to
their sales of Shares in the market. Also, the Company has informed the Selling
Stockholders of the need for delivery of copies of the Prospectus in connection
with any sale of securities registered hereunder in accordance with applicable
prospectus delivery requirements.
In connection with such sales, the Selling Stockholders and any
participating brokers or dealers may be deemed to be "underwriters" as defined
in the Securities Act and any profit on the sale of the Shares by them and any
discounts, commissions or concessions received by them may be deemed to be
underwriting discounts and commissions under the Securities Act.
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<PAGE>
In addition, any of the Shares that qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this Prospectus.
The Company will not receive any of the proceeds from the sale by the
Selling Stockholders of the Shares offered hereby. All of the filing fees and
the expenses of this Registration Statement will be borne in full by the
Company, other than any fees or expenses of counsel to the Selling Stockholders
and, to the extent that the Selling Stockholders retain an underwriter with
respect to such registration, underwriting fees, discounts and commissions
relating to this offering.
In order to comply with certain state securities laws, if applicable,
the Shares will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with, and, if so
required, will only be sold in that state through registered or licensed brokers
or dealers.
The Shares originally issued by the Company to the Selling
Stockholders bear legends as to their restricted transferability. Upon the
effectiveness of the Registration Statement of which this Prospectus is a part,
and the transfer by the Selling Stockholders of any of the Shares pursuant
thereto, new certificates representing such Shares will be issued to the
transferee, free of any such legends unless otherwise required by law.
No person is authorized to give any information or to make any
representation, other than those contained in this Prospectus, and any
information or representations not contained in this Prospectus must not be
relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or solicitation of an offer to buy any securities other than the
registered securities to which it relates. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy such securities under any
circumstances where such offer or solicitation is unlawful. Neither the
delivery of this Prospectus nor any sales made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
LEGAL MATTERS
The validity of the issuance of the shares of Class A Common Stock
offered hereby will be passed upon for the Company by Keck, Mahin & Cate,
Chicago, Illinois. James W. Ashley, Jr., Director and Secretary of the Company,
is a partner in the law firm of Keck, Mahin & Cate, and is not the beneficial
owner of any shares of Class A or Class B Common Stock.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended April 30, 1995, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth those expenses for issuance and
distribution of the securities being registered:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.. $ 862.06
NASD filing fee...................................... $ 2,209.44
Accounting fees and expenses......................... $ 2,500.00
Legal fees and expenses.............................. $ 5,000.00
Blue Sky fees and expenses (including legal fees).... $ 1,000.00
Fees of Transfer Agent and Registrar................. NONE
Printing and engraving expenses...................... NONE
Miscellaneous........................................ $ 500.00
----------
Total............................................. $12,071.50
</TABLE>
_________________________
Expenses other than filing fees are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify any person ("Indemnified Party") who is made a party
to or involved in any litigation (including any civil, criminal or
administrative action, suit or proceeding) by reason of the fact that he, his
testator or intestate, is or was a director, officer or employee of the
Registrant (or of any corporation which he, his testator or intestate was
serving at the request of the Registrant as a director, officer or employee or
of any division, department or unit of any such corporation) against the
reasonable expenses (including attorneys' fees), actually and necessarily
incurred by him in connection with any such litigation. Such indemnification
includes any claim by reason of such Indemnified Party's alleged negligence or
misconduct in the performance of the Indemnified Party's duties as such
director, officer or employee, except in relation to matters as to which it
shall be adjudged in such litigation that such Indemnified Party is liable to
the corporation, or to any such other corporation, for negligence or misconduct
in the performance of the Indemnified Party's duties. A conviction or judgment,
including one entered in connection with a compromise or settlement of any such
litigation shall not by itself be deemed to constitute an adjudication of
liability for such negligence or misconduct. Pursuant to the Certificate of
Incorporation, the Registrant will also indemnify the Indemnified Party's
judgments, fines and penalties imposed in amounts paid in compromise or
settlement of any such litigation only if independent legal counsel designated
by a majority of the members of the board of directors other than those who have
incurred expenses in connection with such litigation for which indemnification
has been or is to be sought shall have advised the Registrant that in the
opinion of such counsel such Indemnified Party is not liable to the Registrant
or such other corporation for negligence or misconduct in the performance of his
duties in respect to the subject of such litigation. In the event the
litigation is compromised or settled, indemnity shall be paid only if a majority
of such members of the board of directors shall have made a determination that
such compromise or settlement was or will be in the interest of the Registrant,
and, if there are not at least two directors of the Registrant then in office
other than those involved, such determination shall be made by the majority of
the committee selected by
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<PAGE>
the board of directors, which committee shall be composed of three or more
disinterested stockholders of the corporation who are not officers, directors or
employees of the corporation or of any of its subsidiaries, divisions, units or
of any corporations in which the corporation holds any of the ownership thereof.
Furthermore, the Certificate of Incorporation also provides that the directors
of the Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) any transaction
from which the director derived an improper personal benefit. The Certificate
of Incorporation provides that any repeal or modification of such provision may
be prospective only and may not adversely affect any right or protection of a
director of the Registrant existing at the time of such repeal or modification.
ITEM 16. EXHIBITS
See "Index to Exhibits" immediately following the signature page.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate
offering price
II-2
<PAGE>
set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-3
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
security by any person in any circumstances in which such offer or solicitation
would be unlawful. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, imply that the information in this
Prospectus is correct as of any time subsequent to the date of this Prospectus.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information....................................................... 5
Incorporation of Certain Documents by Reference............................. 5
The Company................................................................. 6
Risk Factors................................................................ 6
Use of Proceeds............................................................. 6
Description of Common and Preferred Stock of the Company.................... 6
Selling Stockholders........................................................ 9
Plan of Distribution........................................................ 9
Legal Matters............................................................... 10
Experts..................................................................... 10
</TABLE>
II-4
<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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
ORGANIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS, ON THE 4TH DAY OF AUGUST,
1995.
METHODE ELECTRONICS, INC.
BY: /s/ William J. McGinley
---------------------------
ITS: CHAIRMAN OF THE BOARD
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints William J. McGinley, and Kevin J. Hayes
or either one of them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
all post-effective amendments) to this Registration Statement on Form S-3 and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and any one of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any one of them, or their or his 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 BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
NAME TITLE DATE
-------------------------------- -------------------------- --------------
<S> <C> <C>
/s/ Michael G. Andre Senior Executive Vice August 4, 1995
--------------------------------
Michael G. Andre President and Director
/s/ James W. Ashley, Jr. Secretary and Director August 4, 1995
--------------------------------
James W. Ashley, Jr.
-------------------------------- Director _____________
William C. Croft
/s/ Kevin J. Hayes Vice President, Treasurer August 4, 1995
--------------------------------
Kevin J. Hayes and Director
/s/ William T. Jensen President and Director August 4, 1995
--------------------------------
William T. Jensen
/s/ James W. McGinley President of ElectroOptics August 4, 1995
--------------------------------
James W. McGinley Group, Director
/s/ William J. McGinley Chairman of the Board August 4, 1995
--------------------------------
William J. McGinley
--------------------------------
Raymond J. Roberts Director ____________
-------------------------------- ____________
George C. Wright Director
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Specimen Certificate of Class A Common Stock.(1)
4.2 Specimen Certificate of Class B Common Stock.(1)
5 Opinion of Keck, Mahin & Cate (including the consent of such
firm) regarding the legality of the securities being offered
(filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Keck, Mahin & Cate (included in Exhibit 5 of this
Registration Statement) (filed herewith).
24 Power of Attorney (included on the signature page).
</TABLE>
_________________________
(1) Previously filed with the Company's Registration Statement on Form S-3,
Registration No. 33-61940 and incorporated herein by reference.
II-6
<PAGE>
Exhibit 5
00847-512
(312) 634-7700
August 4, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Methode Electronics, Inc.
-------------------------
Ladies and Gentlemen:
We are acting as counsel to Methode Electronics, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") being filed on behalf of certain selling
stockholders (the "Selling Stockholders") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended ("Act"), covering
110,472 shares of Class A common stock, $0.50 par value per share of the Company
(the "Shares").
In connection with the offering of the Shares, we have examined:
(i) the Registration Statement including the exhibits thereto;
(ii) certain resolutions adopted by the Board of Directors of the
Company relating to the authorization, issuance and sale of the
Shares; and
(iii) such other documents as we deem necessary to form the opinions
hereinafter expressed.
As to various questions of fact material to such opinions, where
relevant facts were not independently established, we have relied upon
statements of officers of the Company. Our opinion assumes that the pertinent
provisions of such blue sky and state securities laws as may be applicable have
been complied with.
Based and relying solely upon the foregoing, we advise you that, in
our opinion, the Selling Stockholders' Shares, or any portion thereof, are
validly issued, fully paid and non-assessable.
<PAGE>
Securities and Exchange Commission
August 4, 1995
Page 2
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
Keck, Mahin & Cate
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Methode Electronics,
Inc. for the registration of 110,472 shares of its Class A Common Stock and to
the incorporation by reference therein of our report dated June 20, 1995, with
respect to the consolidated financial statements of Methode Electronics, Inc.
included in its Annual Report on Form 10-K for the year ended April 30, 1995,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
August 2, 1995
(5002E2DD)
