<PAGE>
REGISTRATION NO. 33-61647
As filed with the Securities and Exchange Commission on August 15, 1996
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
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., P.C.
Janet O. Love, P.C.
Keck, Mahin & Cate
77 West Wacker Drive, 42nd 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 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. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED PROPOSED
SHARES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A
Common Stock 55,236 Shares
$.50 par value (2)(3) $17.00 $939,012.00 $323.80
- --------------------------------------------------------------------------------
</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 13, 1996.
(2) Together with an indeterminant number of additional shares which may be
necessary to adjust the number of shares as a result of any future stock
split, stock dividend or similar adjustment of the outstanding Class A
Common Stock of the Company.
(3) 110,472 shares were registered in the original filing on August 8, 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.
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<PAGE>
METHODE ELECTRONICS, INC.
CROSS-REFERENCE SHEET PURSUANT TO RULE 501(b) SHOWING LOCATION IN
PROSPECTUS OF INFORMATION REQUIRED BY ITEMS IN PART I OF FORM S-3
Item Location in Prospectus
- ---- ----------------------
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 back
Cover Pages of Prospectus cover pages
3. Summary Information, Risk Factors and Risk Factors, The Company
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 be Description of Common and
Registered Preferred Stock of the Company
10. Interests of Named Experts and Counsel Legal Matters
11. Material Changes 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
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<PAGE>
PROSPECTUS
METHODE ELECTRONICS, INC.
165,708 SHARES OF CLASS A COMMON STOCK
(PAR VALUE $.50 PER SHARE)
---------------
This Prospectus may be used in connection with the distribution of up
to 165,708 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 "Description of Common and Preferred Stock of the
Company" for a description of the Shares. 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 Nasdaq National Market ("Nasdaq") under the symbols METHA and
METHB. On August 13, 1996, the last reported sale price for Class A Common Stock
was $16.75 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 Nasdaq (or any exchange on
which the Shares 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 August 15, 1996.
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<PAGE>
RISK FACTORS
CONTROL BY PRINCIPAL STOCKHOLDER
William J. McGinley, Chairman of the Board of the Company, currently
owns 1.6% of the Company's Class A Common Stock and 71.4% 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.
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. The Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of such site is http://www.sec.gov.
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 (No. 61647), 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 Company's Annual Report on Form 10-K for the year ended April 30,
1996 heretofore filed by the Company with the Commission pursuant to the
Exchange Act, is hereby incorporated by reference, except as superseded or
modified herein.
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
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<PAGE>
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).
THE COMPANY
The Company was incorporated in 1946 as an Illinois corporation and
reincorporated in Delaware in 1966. The Company's principal executive offices
are located at 7444 West Wilson Avenue, Chicago, Illinois 60656 (Telephone 708-
867-9600). 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 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 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.
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<PAGE>
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 15,
1996, Class A Common Stock constituted 96.5% 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 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.
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<PAGE>
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 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
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<PAGE>
shares of Preferred Stock. As of August 13, 1996 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 Number of Shares Percent of Shares
Beneficially Owned Number of Shares Beneficially Owned Outstanding After
Selling Stockholder Prior to Offering (1) Registered Herein After Offering (2) Offering (2)
- ------------------- --------------------- ----------------- ------------------- ------------------
<S> <C> <C> <C> <C>
Ken Dorf 20,043 20,043 0 0%
Iggoni Fajardo 61,956 61,956 0 0%
James Farquhar 61,956 61,956 0 0%
Brandt Weibezahn 21,753 21,753 0 0%
</TABLE>
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(1) Information as of August 13, 1996.
(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. 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.
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<PAGE>
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., is a Director and Secretary of the
Company and James W. Ashley, Jr., P.C. is a partner in the law firm of Keck,
Mahin & Cate. Mr. Ashley 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, 1996, 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>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee.. $ 323.80
NASD filing fee...................................... None
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................................................ $9,323.80
</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 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
II-1
<PAGE>
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 set forth
in the "Calculation of Registration Fee" table in the
effective registration statement;
II-2
<PAGE>
(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>
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 31ST DAY OF JULY,
1996.
METHODE ELECTRONICS, INC.
BY: /s/ William J. McGinley*
--------------------------
WILLIAM J. MCGINLEY
ITS: CHAIRMAN OF THE BOARD
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 July 31, 1996
- ----------------------------- President and Director
Michael G. Andre
/s/ James W. Ashley, Jr.* Secretary and Director July 31, 1996
- -----------------------------
James W. Ashley, Jr.
- ----------------------------- Director July 31, 1996
William C. Croft
/s/ Kevin J. Hayes* Vice President, Treasurer July 31, 1996
- ----------------------------- and Director
Kevin J. Hayes
/s/ William T. Jensen* President and Director July 31, 1996
- -----------------------------
William T. Jensen
/s/ James W. McGinley* President of ElectroOptics July 31, 1996
- ----------------------------- Group, Director
James W. McGinley
/s/ William J. McGinley* Chairman of the Board July 31, 1996
- -----------------------------
William J. McGinley
- ----------------------------- Director July 31, 1996
Raymond J. Roberts
- ----------------------------- Director July 31, 1996
George C. Wright
</TABLE>
II-4
<PAGE>
A Power of Attorney authorizing William J. McGinley and Kevin J.
Hayes, or either of them, each with the power to act without the other, to
execute amendments to this Registration Statement on behalf of the above-named
directors and officers was included in the Registration Statement as originally
filed by the Registrant with the Commission on August 8, 1995.
* By /s/ Kevin J. Hayes, Attorney-In-Fact.
---------------------
II-5
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No. Description
- ----------- -----------
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.*
- ---------------------------
* Previously filed
(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
[Keck, Mahin & Cate Letterhead]
00847-512
(312) 634-7700
August 15, 1996
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 Post-Effective Amendment No. 1
to the Registration Statement on Form S-3, Registration No. 33-61647 (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 55,236 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.
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,
/s/ Keck, Mahin & Cate
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 165,708 shares of its Class A Common Stock and to
the incorporation by reference therein of our report dated June 18, 1996, 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, 1996,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
August 15, 1996
