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Filed pursuant to Rule 424(b)(3)
Registration Number 33-61940
PROSPECTUS
METHODE ELECTRONICS, INC.
87,377 SHARES OF CLASS A COMMON STOCK
(PAR VALUE $ .50 PER SHARE)
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This Prospectus may be used in connection with the distribution of up to
110,012 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. (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
("NASDAQ") National Market System under the symbols METHA and METHB. On March
13, 1995, the last reported sale price for Class A Common Stock was $14.375 per
share.
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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.
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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 NASDAQ National Market
System (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 March 14, 1995.
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AVAILABLE INFORMATION
The Company is subject to the information 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
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and at 75 Park Place, 14th Floor, New York, New York 10007.
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, 1994; and
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended July 31, 1994, October 31, 1994 and January
31, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15 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
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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 W. Wilson Ave., Chicago, IL 60656, Attention:
Kevin J. Hayes, Vice President and Treasurer (telephone 708-867-9600).
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.
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 25,000,000 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
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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 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 March
1, 1994, Class A Common Stock constituted 94.5% 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
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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.
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
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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. 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 March 1, 1995, there are no series 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.
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<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>
Andrew Baxter Harding 39,430 39,430 0%
Lorraine Harding 7,000 7,000 0%
Simpson Research Limited 9,453 9,453 0%
Christopher Warnes 8,499 8,499 0%
Lynne Ruth Warnes 12,000 12,000 0%
Richard Colin 16,908 16,908 0%
Edward Durrant
Susan J. Durrant 3,500 3,500 0%
</TABLE>
1 Information as of March 1, 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 Securities Exchange Act of 1934 (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.
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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. 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.
In order to comply with certain state securities laws, if applicable,
the Class A Common Stock 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.
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. Robert C. Keck, Director and Secretary of the Company, is a
partner in the law firm of Keck, Mahin & Cate, and is the beneficial owner of
36,000 shares of Class A Common Stock and 4,000 shares of 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, 1994, have
been audited by Ernst & Young, 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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