<PAGE>
As filed with the Securities and Exchange Commission on April 8, 1998
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 of (I.R.S. Employer
Incorporation or Organization) Identification Number)
7444 West Wilson Avenue, Chicago, Illinois 60656
(Address, including Zip Code, of Registrant's Principal Executive Offices)
METHODE ELECTRONICS, INC. 1997 STOCK PLAN
-----------------------------------------
(Full Title of the Plan)
Kevin J. Hayes
Chief Financial Officer
Methode Electronics, Inc.
7444 West Wilson Avenue
Chicago, Illinois 60656
(708) 867-9600
(Name, Address, and Telephone Number of Agent For Service)
----------------------------
Copies to:
James W. Ashley, Jr.
Janet O. Love
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
(312) 443-0700
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed maximum Proposed maximum
Title of securities to be offering price aggregate Amount of
to be registered registered(1)(2) per share offering price registration fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock 2,000,000 15.75(3) 31,454,757(3) 9,279.15
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the maximum number of shares of Class A Common Stock of the
Company that may be issued hereunder.
(2) Together with an indeterminant number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Plan as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Class A Common Stock of the Company.
(3) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
calculating the registration fee and based on an exercise price of $15.53
with respect to 205,645 shares and on the average of the high and low
prices of the Class A Common Stock as reported by the Nasdaq National
Market on April 3, 1998 with respect to the remaining 1,794,355 shares.
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below which have been filed with the Securities
and Exchange Commission:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended April 30, 1997.
2. The Registrant's Quarterly Report on Form 10-Q for the quarters
ended July 31, 1997, October 31, 1997 and January 31, 1998.
3. The description of the shares of the Registrant's Class A Common
Stock, $.50 par value per share, contained in the Registrant's
Registration Statement on Form 8-A dated October 5, 1982,
registering such shares pursuant to Section 12 of the Securities
Exchange Act of 1934, including any amendment or report updating
such description.
In addition, each document or report subsequently filed by the
Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the Exchange Act after the date of this Registration Statement, but prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered by this Registration Statement have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement. Each
document or report incorporated into this Registration Statement by reference
shall be deemed to be a part of this Registration Statement from the date of the
filing of such document with the Commission until the information contained
therein is superseded or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement or by any
subsequently furnished appendix to this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify to the fullest extent permitted by the Delaware General
Corporation Law any person ("Indemnified Party") who is made a party to or
involved in any litigation by reason of the fact that he is or was a director or
officer of the Company. Indemnified Parties are indemnified against all expense,
liability or loss (including attorneys' fees), reasonably incurred by them in
connection with any such litigation. The Company's Restated Certificate of
Incorporation requires the Company to pay the Indemnified Party in advance for
the expenses incurred in defending any proceeding for which the right to
indemnification is applicable. In accordance with the Delaware General
Corporation Law, the Indemnified Party may be required to provide an undertaking
to repay all amounts advanced if it is ultimately determined that the
Indemnified Party is not entitled to such indemnification.
The Restated Certificate of Incorporation further provides that the
Registrant's directors 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 omission 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 Restated
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.
Section 145 of the Delaware General Corporation Law grants companies
broad powers to indemnify its directors and officers against liabilities that
they may incur in such capacities, including liabilities under the Securities
Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Index to Exhibits immediately following the signature page.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
A. (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 of
1933; (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;
and (iii) to include any material information with
II-2
<PAGE>
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 by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
B. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employment benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on March 31, 1998.
METHODE ELECTRONICS, INC.
By: /s/ William J. McGinley
-------------------------------------
Name: William J. McGinley
Its: President and Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints William J. McGinley and Kevin J.
Hayes or either of them each with power to act without the other, as his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent pre- and post-effective amendments and
supplements to this Registration Statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power 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 any said attorney-in-fact and agent or his substitute or
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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME AND CAPACITY DATE
- ----------------- ----
<S> <C>
/s/ William J. McGinley March 31, 1998
- ---------------------------------------------
William J. McGinley, President, Chairman
and Director (Principal Executive Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
/s/ Kevin J. Hayes March 31, 1998
- ---------------------------------------------
Kevin J. Hayes, Chief Financial Officer,
Executive Vice President, Assistant Secretary
and Director (Principal Financial and
Accounting Officer)
/s/ Michael G. Andre March 31, 1998
- ---------------------------------------------
Michael G. Andre, Senior Executive Vice
President and Director
/s/ John R. Cannon March 31, 1998
- ---------------------------------------------
John R. Cannon, Senior Executive Vice
President and Director
March __, 1998
- ---------------------------------------------
William C. Croft, Director
/s/ James W. McGinley March 31, 1998
- ---------------------------------------------
James W. McGinley, President of Optical
Interconnect Products and Director
March __, 1998
- ---------------------------------------------
Raymond J. Roberts, Director
March __, 1998
- ---------------------------------------------
George C. Wright, Director
/s/ James W. Ashley, Jr. March 31, 1998
- ---------------------------------------------
James W. Ashley, Jr., Secretary and Director
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<C> <S>
3.1 Restated Certificate of Incorporation of the Registrant, as
amended and currently in effect (filed herewith)
3.2 Bylaws of the Registrant, as amended and currently in effect
(filed herewith)
4.1 Article Fourth of the Company's Restated Certificate of
Incorporation (included in Exhibit 3.1 above)
4.2 Specimen Certificate of Class A Common Stock(1)
4.3 Methode Electronics, Inc. 1997 Stock Plan (filed herewith)
5 Opinion of Lord, Bissell & Brook (filed herewith)
23.1 Consent of Ernst & Young LLP (filed herewith)
23.2 Consent of Lord, Bissell & Brook (included in Exhibit 5 above)
24 Power of Attorney of certain officers and directors of the
Company (included on the signature page)
</TABLE>
- ---------------
(1) Exhibit is incorporated by reference to the Company's Registration
Statement on Form S-3, Registration No. 33-61940.
II-6
<PAGE>
EXHIBIT 3.1
-----------
RESTATED CERTIFICATE OF INCORPORATION
-------------------------------------
OF
--
METHODE ELECTRONICS, INC.
-------------------------
It is hereby certified that:
1. The present name of the corporation (hereinafter called the
"corporation") is Methode Electronics, Inc., which is the name under which the
corporation was originally incorporated; and the date of filing the original
certificate of incorporation of the corporation with the Secretary of State of
the State of Delaware is April 27, 1966.
2. The provisions of the Certificate of Incorporation of the corporation
as heretofore amended and/or supplemented, are hereby restated and integrated
into the single instrument which is hereinafter set forth, and which is entitled
Restated Certificate of Incorporation of Methode Electronics, Inc., without
further amendment and without any discrepancy between the provisions of the
certificate of incorporation as heretofore amended and supplemented and the
provisions of the said single instrument hereinafter set forth.
3. The Board of Directors of the corporation has duly adopted this
Restated Certificate of Incorporation pursuant to the provisions of Section 245
of the General Corporation Law of the State of Delaware in the form set forth as
follows:
FIRST. The name of the corporation is Methode Electronics, Inc.
SECOND. Its principal office in the state of Delaware is located at
1209 Orange Street, in the City of Wilmington, County of New Castle. The name
and address of its resident agent is The Corporation Trust Company, 1209 Orange
Street, Wilmington, Delaware, 19801.
THIRD. The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:
To conduct any lawful business, to exercise any lawful purpose and
power, and to engage in any lawful act or activity for
1
<PAGE>
which corporations may be organized under the General Corporation Law of
Delaware.
In general, to possess and exercise all the powers and privileges
granted by the General Corporation Law of Delaware or by any other law of
Delaware or by this Certificate of Incorporation together with any power
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the corporation.
FOURTH. The total number of shares of all classes of stock which the
corporation shall have authority to issue is 55,050,000 shares of which 50,000
shares of the par value of $100.00 per share are to be Preferred Stock
(hereinafter called "Preferred Stock"), 50,000,000 shares of the par value of
$0.50 per share are to be Class A Common Stock (hereinafter sometimes called
"Class A Stock") and 5,000,000 shares of the par value of $0.50 per share are to
be Class B Common Stock (hereinafter sometimes called "Class B Stock"). (The
Class A Stock and the Class B Stock are sometimes hereinafter collectively
called "Common Stock").
PART A
(1) The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of Preferred Stock in one or
more series, with such voting powers, full or limited, or without voting powers
and with such designations, preferences and relative, participating, optional
and other special rights, and qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions
providing for the issue thereof adopted by the Board of Directors, and as are
not stated and expressed in the Certificate of Incorporation, including (but
without limiting the generality thereof) the following:
(a) The designation of such series.
(b) The dividend rate of such series, the conditions and dates upon
which such dividends shall be payable, the preference or relation which
such dividends shall bear to the dividends payable on any other class or
classes or series of stock, and whether such dividends shall be cumulative
or non-cumulative.
(c) Whether the shares of such series shall be subject to redemption
by the corporation and, if made subject to such
2
<PAGE>
redemption, the times, prices and other terms and conditions of such
redemption.
(d) The terms and amount of any sinking fund, if any, provided for
the purchase or redemption of the shares of such series.
(e) Whether or not the shares of such series shall be convertible
into, or exchangeable for, shares of any other class or classes or of any
other series of any class or classes of stock of the corporation, and, if
provision be made for conversion or exchange, the times, prices, rates,
adjustments, and other terms and conditions of such conversion or
exchange.
(f) The voting rights, if any, of such series; provided, however,
that the Board of Directors may not limit the rights of the holders of
Class A Stock set forth in paragraphs (3)(i)(A) and (3)(i)(D) of Part C
hereof in determining the voting rights of any series of Preferred Stock.
(g) The restrictions, if any, on the issue or reissue of any
additional Preferred Stock.
(h) The rights of the holders of the shares of such series upon the
dissolution of, or upon the distribution of assets of, the corporation.
(2) Each share of each series of Preferred Stock shall have the same
relative rights and be identical in all respects with all the other shares of
the same series.
(3) Before the corporation shall issue any shares of Preferred Stock of
any series authorized as hereinabove provided, a certificate setting forth a
copy of the resolution or resolutions with respect to such series adopted by the
Board of Directors of the corporation pursuant to the foregoing authority vested
in said Board shall be made, filed and recorded in accordance with the then
applicable requirements, if any, of the laws of the State of Delaware, or, if no
certificate is then so required, such certificate shall be signed and
acknowledged on behalf of the corporation by its President or a Vice-President
and its corporate seal shall be affixed thereto and attested by its Secretary or
an Assistant Secretary and such certificate shall be filed and kept on file at
the principal office of the corporation in the State of Delaware and in such
other place or places as the Board of Directors shall designate.
3
<PAGE>
(4) Shares of any series of Preferred Stock which shall be issued and
thereafter acquired by the corporation through purchase, redemption, conversion
or otherwise, may by resolution or resolutions of the Board of Directors be
returned to the status of authorized but unissued Preferred Stock of the same
series. Unless otherwise provided in the resolution or resolutions of the Board
of Directors providing for the issue thereof, the number of authorized shares of
stock of any such series may be increased or decreased (but not below the number
of shares thereof then outstanding) by resolution or resolutions of the Board of
Directors and the filing of a certificate complying with the foregoing
requirements. In case the number of shares of any such series of Preferred Stock
shall be decreased, the shares representing such decrease shall, unless
otherwise provided in the resolution or resolutions of the Board of Directors
providing for the issuance thereof, resume the status of authorized but unissued
Preferred Stock, undesignated as to series.
(5) Except as otherwise required by law and except for such voting powers
with respect to the election of directors or other matters as may be stated in
the resolutions of the Board of Directors creating any series of Preferred
Stock, the holders of any such series shall have no voting power whatsoever. Any
amendment to the Certificate of Incorporation which shall increase or decrease
the authorized stock of any class or classes may be adopted by the affirmative
vote of the holders of a majority of the outstanding shares of the voting stock
of the corporation.
PART B
No holder of shares of the Common Stock or the Preferred Stock of the
corporation shall be entitled, as a matter of right, to any preemptive right to
subscribe to any additional issues of stock of the corporation of any class, or
any securities convertible into any class of stock of the corporation.
The corporation may from time to time issue and dispose of any of the
authorized and unissued shares of Common Stock and/or of Preferred Stock for
such consideration as may be fixed from time to time by the Board of Directors,
not less than its par value, without action by the stockholders. The Board of
Directors may provide for payment therefor to be received by the corporation in
cash, property or services. Any and all such shares of the Common Stock and/or
of the Preferred Stock of the corporation the issuance of which has been so
authorized, and for which consideration so fixed by the Board of Directors has
been paid or delivered, shall
4
<PAGE>
be deemed fully paid stock and shall not be liable to any further call or
assessment thereon.
PART C
The powers, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, of the
stock of the corporation are fixed as follows:
(1) Dividends. Subject to subparagraph (2), whenever a dividend is
paid to the holders of Class B Stock, the corporation also shall pay to
the holders of Class A Stock a dividend per share at least equal to the
dividend per share paid to the holders of the Class B Stock. Subject to
subparagraph (2), the corporation may pay dividends to holders of Class A
Stock in excess of dividends paid, or without paying dividends to, holders
of Class B Stock. Dividends shall be payable only out of earnings or assets
of the corporation legally available for the payment of such dividends and
only as and when declared by the Board of Directors.
(2) Share Distributions. If at any time a distribution is to be paid
in Class B Stock, Class A Stock or any other securities of the corporation,
(hereinafter sometimes called a "share distribution"), such share
distribution may be declared and paid only as follows:
(A) So long as no shares of Class A Stock have been issued or
are outstanding, a share distribution consisting of Class A Stock may
be declared and paid to holders of Class B Stock.
(B) Following declaration and payment of the share distribution
described in subparagraph (2)(A) above, only the following share
distributions may be declared and paid:
(i) a share distribution consisting of Class A Stock to
holders of Class A Stock only, or to holders of Class A Stock and
Class B Stock;
(ii) a share distribution consisting of Class B Stock to
holders of Class B Stock only, but in any such event there shall
also be a simultaneous share distribution to holders of Class A
Stock
5
<PAGE>
consisting of an equivalent number of shares of Class A Stock;
and
(iii) a share distribution consisting of any other class of
securities of the corporation, other than Common Stock, to the
holders of such class of securities only, or to the holders of
such class of securities, the holders of Class A Stock and the
holders of Class B Stock.
(3)(i) Voting. The holders of Class B Stock shall have exclusive
voting power prior to the issuance of Class A Stock and thereafter voting
power shall be divided between such classes as follows:
(A) With respect to the election of directors, the holders of
the Class A Stock voting as a separate class shall be entitled to
elect that number of directors which constitutes 25% of the authorized
number of members of the Board of Directors (including for all
purposes any number of the Board of Directors which are entitled to be
elected by the holders of any series of Preferred Stock authorized and
issued after September 23, 1982 and, if 25% of the number of directors
which constitutes the members of the Board of Directors is not a whole
number, then the holders of Class A Stock shall be entitled to elect
the nearest higher whole number of directors that is at least 25% of
such membership. Holders of Class B Stock voting as a separate class
shall be entitled to elect the remaining directors.
(B) The holders of Class A Stock shall be entitled to vote as a
separate class on the removal, with or without cause, of any director
elected by the holders of Class A Stock, and the holders of Class B
Stock shall be entitled to vote as a separate class on the removal,
with or without cause, of any director elected by the holders of Class
B Stock.
(C) In addition to the voting rights conferred in paragraphs
(3)(i)(A), (3)(i)(B) and (3)(i)(D) hereof, the holders of the Class A
Stock and the holders of the Class B Stock shall be entitled to vote
as separate classes on such other matters as may be required by law to
be submitted to such holders voting as separate classes.
6
<PAGE>
(D) Any vacancy in the office of a director elected by the
holders of the Class A Stock may be filled by a vote of such holders,
voting as a separate class, and any vacancy in the office of a
director elected by the holders of Class B Stock may be filled by a
vote of such holders, voting as a separate class or, in the absence of
a stockholder vote, in the case of a vacancy in the office of a
director elected by either class, such vacancy may be filled by the
remaining directors elected by the particular class of Common Stock.
Any director elected by the Board of Directors to fill a vacancy shall
serve until the next annual meeting of stockholders and until his or
her successor has been elected and has qualified. If permitted by the
By-Laws and/or applicable law, the Board of Directors may increase the
number of directors, and any vacancy so created may be filled by the
Board of Directors; provided that, so long as the holders of Class A
Stock have the rights provided in paragraphs (3)(i)(A) and (3)(i)(D)
hereof as of the date of the last preceding annual meeting of
stockholders, the Board of Directors may be so enlarged by the Board
of Directors only to the extent that at least 25% of the enlarged
Board consists of Directors elected by the holders of the Class A
Stock or by persons approved to fill vacancies created by the death,
resignation or removal of persons elected by the holders of the Class
A Stock, except that the foregoing rights shall not apply to any
enlargements of the Board of Directors by the holders of any series of
Preferred Stock issued and outstanding on September 23, 1982. The
remaining directors of the enlarged Board shall be elected by the
holders of the Class B Stock or by persons approved to fill vacancies
created by the death, resignation or dismissal of persons elected by
the holders of the Class B Stock.
(E) The holders of Class A and Class B Stock shall, in all
matters not specified in Sections (A), (B), (C) and (D) of this
paragraph (3)(i), vote together as a single class; provided that the
holders of Class A Stock shall have one-tenth (1/10 of 1) vote per
share and the holders of Class B Stock shall have one (1) vote per
share.
(F) Subject to paragraph (3)(i)(G) below, but notwithstanding
anything else to the contrary contained herein, the Class A Stock will
not have the rights to
7
<PAGE>
elect directors as set forth in paragraphs (3)(i)(A) and (3)(i)(D)
hereof if, as of the record date for any stockholder meeting at which
directors are to be elected, the number of issued and outstanding
shares of Class A Stock is less than 10% of the aggregate number of
issued and outstanding shares of Class A and Class B Stock. In such
case, but subject to the rights of any series of Preferred Stock
issued and outstanding on September 23, 1982, all directors to be
elected at any such meeting, including the election of any director to
fill any vacancy resulting from the death, resignation or replacement
of any director or from any increase in the number of directors
constituting the entire Board of Directors, shall be elected by the
holders of Class A Stock and Class B Stock voting together as a single
class, provided that, with respect to said election, the holders of
Class A Stock shall have one-tenth (1/10 of 1) vote per share and
holders of Class B Stock shall have one (1) vote per share.
If, as of the record date for any stockholder meeting at which
directors are to be elected, the number of issued and outstanding
shares of Class B Stock is less than 100,000, all directors remaining
to be elected at such meeting, after the holders of Class A Stock have
exercised their rights set forth in paragraphs (3)(i)(A) and (3)(i)(D)
hereof, including the election of any director to fill any vacancy
resulting from the death, resignation or replacement of any director
or from any increase in the number of directors constituting the
entire Board of Directors, shall, subject to paragraph (3)(i)(G) below
and subject to the rights of any series of Preferred Stock issued and
outstanding on September 23, 1982, be elected by the holders of Class
A Stock and Class B Stock voting together as a single class, provided
that with respect to said election, the holders of Class A Stock shall
have one-tenth (1/10) of one (1) vote per share and the holders of
Class B Stock shall have one (1) vote per share.
(G) Notwithstanding anything in this paragraph (3)(i) to the
contrary, the holders of Class A Stock shall have exclusive voting
power on all matters, at any time when no shares of Class B Stock are
issued and outstanding.
8
<PAGE>
(ii) Except as expressly set forth in the resolution or resolutions
of the Board of Directors creating any series of the Preferred Stock, the
holders of any series of the Preferred Stock entitled to vote shall not
vote separately as a class but shall vote on all matters as a single class,
together with the holders of the Common Stock; provided, however, that in
any such resolution creating any series of Preferred Stock after September
23, 1982, the Board of Directors may not limit the rights of the holders of
Class A Stock set forth in paragraph (3)(i)(A) and (3)(i)(D) hereof.
(4) Conversion. Each holder of record of Class B Stock may at any
time or from time to time, in such holder's sole discretion and at such
holder's option, convert any whole number of shares of or all of such
holder's Class B Stock into fully paid and non-assessable Class A Stock at
the rate (subject to adjustment as hereinafter provided) of one (1) share
of Class A Stock for each share of Class B Stock surrendered for
conversion. Any such conversion may be effected by any holder of Class B
Stock surrendering such holder's certificate or certificates for the Class
B Stock to be converted, duly endorsed, at the office of the corporation or
any transfer agent for the Class B Stock, together with a written notice to
the corporation at such office that such holder elects to convert all or a
specified number of shares of Class B Stock and stating the name or names
in which such holder desires the certificate or certificates for such Class
A Stock to be issued. Promptly thereafter, the corporation shall issue and
deliver to such holder or such holder's nominee or nominees, a certificate
or certificates for the number of shares of Class A Stock to which such
holder shall be entitled as aforesaid. Such conversion shall be deemed to
have been made at the close of business at the date of such surrender, and
the person or persons entitled to receive the Class A Stock issuable on
such conversion shall be treated for all purposes as the record holder or
holders of such Class A Stock on that date.
In the event that, following the initial distribution described in
paragraph (2)(A) hereof and prior to the conversion of all shares of Class
B Stock into Class A Stock, the corporation shall declare and pay a
distribution of securities of the corporation respecting either class of
its Common Stock without declaring and paying a proportionate distribution
of securities of the corporation respecting the other class of its Common
Stock, or any one class of Common Stock is changed into, exchanged for, or
reclassified into a different number
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of shares of outstanding securities of the corporation, or any other
corporation or entity, without such action being taken on a proportionate
basis with respect to the other class of Common Stock, whether such
distribution, change, exchange or reclassification occurs through a
reorganization, recapitalization, stock dividend, stock split, combination
of shares, merger, consolidation or otherwise, then the conversion rate
specified above shall be appropriately and equitably adjusted to reflect
such action.
No fraction of a share of Class A Stock shall be issued on conversion
of any Class B Stock but, in lieu thereof, the corporation shall pay in
cash therefor the pro rata fair market value of any such fraction. Such
fair market value shall be based, in the case of securities traded on a
national securities exchange, on the last sale price for such securities
on the business day next prior to the date such fair market value is to be
determined (or, in the event no sale is made on that day, the average of
the closing bid and asked prices for that day on the principal stock
exchange on which Class A Stock is traded or, if the Class A Stock is not
then listed on any national securities exchange, the average of the closing
bid and asked prices for that day quoted by the NASDAQ System) or, in the
case there is no public trading market for such securities, the fair market
value on that day determined by a qualified independent appraisal expert in
evaluating securities and appointed by the Board of Directors of the
corporation. Any such determination of fair market value shall be final and
binding on the corporation and on each holder of Class B Stock or Class A
Stock.
Provisions Relating to Series A Preferred Stock
-----------------------------------------------
RESOLVED by the Board of Directors of Methode Electronics, Inc., a
Delaware corporation (the "Corporation"), that pursuant to authority expressly
vested in it by the Certificate of Incorporation of the Corporation, there is
created, and authorized for issuance, out of the authorized but unissued
Preferred Stock of the Corporation ("Preferred Stock") a series of such stock
consisting of Five Thousand (5,000) shares, $100 par value, and designated as
"4% Cumulative Convertible Preferred Stock, Series A" ("Series A Preferred
Stock"); and the voting powers, preferences and relative, participating,
optional or other special rights, qualifications, limitations or restrictions of
the Series A Preferred Stock shall be as follows:
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1. Dividend Rights.
---------------
1.1 The holders of Series A Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors, cumulative cash
dividends at the annual rate of $4.00 per share, and no more, payable quarterly
on the 10th business day of March, June, September and December in each year
(each of such days being herein referred to as a "dividend date" and each of the
periods commencing on the day after each dividend date or the date of original
issue, as the case may be, and ending on the next succeeding dividend date being
herein referred to as a "dividend period"). Such dividends shall commence to be
payable on each share of Series A Preferred Stock on the dividend date next
succeeding the date of original issue thereof, and shall accrue and be
cumulative on each such share from such date of original issue. The amount of
dividends accrued in respect of a dividend period of less than a full calendar
quarter shall be computed on the basis of a 365 day year. Accumulations of
dividends shall not bear interest.
1.2 So long as any shares of the Series A Preferred Stock are
outstanding, no dividends (other than (i) dividends payable in Common Stock or
other stock junior to the Series A Preferred Stock both as to dividends and
rights upon liquidation and (ii) cash in lieu of fractional shares in connection
with any such dividends) shall be paid or declared in cash or otherwise, nor
shall any other distribution be made, on the Common Stock or on any other stock
junior to the Series A Preferred Stock as to dividends, unless
(a) there shall be no arrearages in dividends on the outstanding
shares of Series A Preferred Stock for any past dividend period, and
all cumulative dividends thereon shall have been paid, or declared and
set apart for payment, in full for the current dividend period, and
(b) the Corporation shall not be in default on its obligation to
redeem any of the shares of Series A Preferred Stock called for
redemption.
1.3 So long as any shares of the Series A Preferred Stock are
outstanding, no shares of Common Stock or of any other stock junior to the
Series A Preferred Stock either as to dividends or rights upon liquidation shall
be purchased, redeemed or otherwise acquired by the Corporation (except in
connection with (i) a reclassification or exchange of any such stock junior to
the Series A Preferred Stock through the issuance of other stock junior
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to the Series A Preferred Stock both as to dividends and rights upon
liquidation, or (ii) the purchase, redemption or other acquisition of any such
stock junior to the Series A Preferred Stock with proceeds of a reasonably
contemporaneous sale of other stock junior to the Series A Preferred Stock both
as to dividends and rights upon liquidation), nor shall any funds be set aside
or made available for any purchase, retirement or sinking fund for the purchase
or redemption of any stock junior to the Series A Preferred Stock either as to
dividends or rights upon liquidation, unless
(a) there shall be no arrearages in dividends on the Series A
Preferred Stock for any past dividend period; and
(b) the Corporation shall not be in default on its obligation to
redeem any of the shares of Series A Preferred Stock called for
redemption.
1.4 If there are any arrearages in dividends for any past dividend
period on the Series A Preferred Stock, or on any series of Preferred Stock
ranking on a parity with the Series A Preferred Stock as to dividends, or if
dividends shall not have been paid, or declared and set apart for payment, in
full for the current dividend period on the Series A Preferred Stock, or on all
series of Preferred Stock ranking on a parity with the Series A Preferred Stock
as to dividends to the extent that dividends on such other series of Preferred
Stock are cumulative, any dividends paid or declared on the Series A Preferred
Stock or on any other series of Preferred Stock ranking on a parity with the
Series A Preferred Stock as to dividends shall be shared ratably by the holders
of the Series A Preferred Stock and the holders of all such other series of
Preferred Stock ranking on a parity with the Series A Preferred Stock as to
dividends in proportion to such respective arrearages and unpaid and undeclared
dividends for the then current dividend period.
2. Liquidation Rights.
------------------
2.1 In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary (sometimes referred to as
liquidation), the holders of the Series A Preferred Stock shall be entitled to
receive an amount equal to the total of $100 per share, plus an amount equal to
all dividends accrued and unpaid thereon to the date fixed for the payment in
liquidation, before any distribution shall be made to the holders of any stock
junior to the Series A Preferred Stock as to rights
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upon liquidation. Upon any liquidation of the Corporation, after payment shall
have been made in full to the Series A Preferred Stock as provided in this
Subsection, but not prior thereto, the Common Stock or any other series or class
of stock ranking junior to the Series A Preferred Stock as to rights upon
liquidation shall, subject to the respective terms and provisions (if any)
applying thereto, be entitled to receive any and all assets remaining to be paid
or distributed and the Series A Preferred Stock shall not be entitled to share
therein.
2.2 If the assets of the Corporation are insufficient to permit the
payment of the full preferential amounts payable to the holders of the Series A
Preferred Stock and of any other series of Preferred Stock ranking on a parity
with the Series A Preferred Stock as to rights upon liquidation, then the assets
available for the distribution to holders of the Series A Preferred Stock and
the holders of such other series of Preferred Stock ranking on a parity with the
Series A Preferred Stock as to rights upon liquidation shall be distributed
ratably to the holders of the Series A Preferred Stock and the holders of all
such other series of Preferred Stock in proportion to full preferential amounts
payable on their respective shares upon liquidation.
2.3 A consolidation or merger of the Corporation with or into one or
more other corporations, or a sale, lease or exchange of all or substantially
all of the assets of the Corporation shall not be deemed to be a liquidation
within the meaning of this Section 2.
3. Optional Redemption.
-------------------
3.1 The Series A Preferred Stock shall be redeemable, at the option
of the Corporation, by resolution of its Board of Directors in whole or in part,
at any time on or after three years from date of issue, but not before, at a
redemption price equal to the total of $100 per share, plus all dividends
accrued and unpaid thereon to the date fixed for redemption (the total amount to
be so paid being referred to herein as the "redemption price").
3.2 Notice of each such redemption shall be mailed not less than 20
days nor more than 60 days prior to the date fixed for redemption to each holder
of record of shares of the Series A Preferred Stock to be redeemed, at his
address as the same may appear on the books of the Corporation. In case of a
redemption of less than all the outstanding shares of Series A Preferred Stock,
the shares to be redeemed shall be selected pro rata or by lot or in such other
manner as the Board of Directors may determine.
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Except as otherwise provided in this Section 3, the Board of Directors shall
have full power and authority to prescribe the manner in which the terms and
conditions upon which the Series A Preferred Stock may be redeemed from time to
time.
3.3 If any such notice of redemption shall have been duly given, then
on and after the date fixed for redemption in such notice of redemption (unless
default shall be made by the Corporation in the payment of the redemption price
pursuant to such notice), dividends on the shares of Series A Preferred Stock so
called for redemption shall cease to accumulate, and on such date, or on any
prior date on which the redemption price shall be irrevocably deposited in trust
or set apart for payment by the Corporation as provided in Subsection 3.4, all
rights of the holders of the Series A Preferred Stock so called for redemption
shall cease and terminate except (i) the right to receive the redemption price
upon surrender of their certificates for Series A Preferred Stock for
redemption, but without interest, and (ii) the rights of conversion created by
Section 4 of these resolutions with respect to the Series A Preferred Stock,
which rights of conversion shall terminate on the date specified in Subsection
4.1.
3.4 If, nor more than 60 days prior to the redemption date specified
in any notice of the redemption of any Series A Preferred Stock, the Corporation
shall irrevocably deposit or set apart for payment funds sufficient to pay on
the redemption date the aggregate redemption price of the shares of Series A
Preferred Stock so called for redemption, then from and after the date of such
deposit or setting apart all rights of the holders of the Series A Preferred
Stock so called for redemption shall cease and terminate except as otherwise
provided in Subsection 3.3. In the event of an irrevocable deposit as aforesaid,
(i) any funds so deposited which are not required for any redemption because of
the exercise of the right of conversion subsequent to the date of such deposit
shall be returned to the Corporation forthwith; (ii) the Corporation shall be
entitled to receive from the depositary, from time to time, the interest, if
any, allowed on such funds so deposited with it, and the holders of the shares
so redeemed shall have no claim to any interest; and (iii) any funds so
deposited and remaining unclaimed at the end of six years from the redemption
date shall at any time thereafter be repaid to the Corporation upon its request.
3.5 The Corporation shall not be required to register a transfer of
any share of Series A Preferred Stock (i) within fifteen days preceding a
selection for redemption of shares of the
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Series A Preferred Stock or (ii) which has been selected for redemption.
3.6 During the continuance of any arrearages in dividends for any
past dividend period or a failure in fulfillment by the Corporation of any
redemption obligation on the Series A Preferred Stock, except as otherwise
permitted by Subsection 1.3, the Corporation shall not purchase or redeem any
shares of Series A Preferred Stock, or of any shares of any other series of
Preferred Stock ranking on a parity with the Series A Preferred Stock as to
dividends or rights upon liquidation, without the consent given in writing
without a meeting or the affirmative vote given in person or by proxy at a
meeting called for such purpose, by the holders of at least 66-2/3 per cent of
all the shares of the Series A Preferred Stock and of stock of any other series
of Preferred Stock then outstanding and ranking on a parity with the Series A
Preferred Stock as to dividends on which there are arrearages of cumulative
dividends for past dividend periods, voting together as a single class, provided
that (i) the Corporation may retire shares of such series of Preferred Stock
acquired by it prior to such arrearages in dividends or failure of payment and
(ii) the Corporation may complete the purchase or redemption of shares of such
series of Preferred Stock under any contract therefor which was entered into, or
as contemplated in any notice of redemption which was entered into, or as
contemplated in any notice of redemption which was initially mailed, prior to
such arrearages in dividends or failure of payment.
4. Conversion.
----------
4.1 The shares of Series A Preferred Stock shall be convertible,
sixty days (60) after the original issuance thereof at the option of the holder
into full paid and nonassessable shares of Common Stock at the conversion rate
in effect at the time of conversion. In case of the call for redemption of any
shares of the Series A Preferred Stock, such right of conversion shall cease and
terminate, as to the shares designated for redemption, at the close of business
on the seventh full business day prior to the date fixed for redemption unless
default shall be made in the payment of the redemption price. Notwithstanding
the foregoing, if the last day for the exercise of the conversion right shall be
a day on which banking institutions are authorized by law to close in any city
in which a conversion agency is then maintained, then such conversion right may
be exercised on the next succeeding day not a day on which banking institutions
in such city are so authorized by law to close. No adjustment shall be made for
dividends accumulated on any shares of Series A Preferred Stock so converted or
for
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dividends on any Common Stock that shall be issuable on any such conversion.
4.2 In order to exercise the conversion right, the holder of any
Series A Preferred Stock to be converted shall surrender the certificate or
certificates for the shares to be converted at an office or agency of the
Corporation to be maintained by it for that purpose in Chicago, Illinois, and
such other city or cities as the Corporation may determine ("conversion
agency"), and shall give written notice to the Corporation at such conversion
agency that the holder elects to convert such shares. Such notice shall also
state the name or names (with addresses) in which the certificate or
certificates for shares of stock which shall be issuable on such conversion
shall be issued. Each certificate for Series A Preferred Stock surrendered for
conversion shall, unless the shares issuable on conversion are to be issued in
the same name as the registration of such certificate, be duly endorsed by, or
be accompanied by instruments of transfer in form satisfactory to the
Corporation duly executed by, the holder or his duly authorized attorney.
4.3 As soon as practicable after the receipt of the certificate or
certificates for the shares surrendered for conversion, accompanied by the
notice required by Subsection 4.2, the Corporation shall issue and shall deliver
at such conversion agency to the holder of the shares surrendered for
conversion, or on his written order, a certificate or certificates for the
number of full shares of stock issuable upon the conversion of such shares of
Series A Preferred Stock. Such conversion shall be deemed to have been effected
on the date on which the conversion agency shall have received the certificate
or certificates for such shares of Series A Preferred Stock and such notice, and
the conversion shall be at the conversion rate in effect on such date, and the
person or persons in whose name or names any certificate or certificates for
stock shall be issuable upon such conversion shall be deemed to have become on
said date the holder or holders of record of the shares represented thereby;
provided, however, that any such surrender on any date when the stock transfer
books of the Corporation shall be closed shall not be deemed to constitute the
person or persons in whose name or names the certificates for such stock are to
be issued as the record holder or holders thereof for any purpose until the
close of business on the next succeeding day on which such stock transfer books
shall be open, but such conversion shall be at the conversion rate in effect on
the date of such surrender.
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4.4 The Corporation shall not be required to issue fractional shares
of stock or scrip upon conversion of shares of Series A Preferred Stock. If more
than one share of Series A Preferred Stock shall be surrendered for conversion
at one time by the same holder, the number of full shares issuable by the
Corporation upon conversion thereof shall be computed on the basis of the
aggregate number of shares of Series A Preferred Stock so surrendered. If any
fractional interest in a share of stock would be deliverable upon the conversion
of any shares of Series A Preferred Stock, in lieu of such delivery, the
Corporation shall make a payment therefor in cash at the current market value
thereof, computed on the basis of the last reported sale price regular way for
shares of the stock on the principal national securities exchange on which such
shares are listed or admitted to trading on the last business day before the
conversion date or, if there was no reported sale on that date, the mean between
the closing bid and asked prices regular way on that exchange on that date, or
if such shares are not listed or admitted to trading on any national securities
exchange, the mean between the closing bid and asked prices on that date as
furnished by any New York Stock Exchange member firm selected from time to time
by the Corporation for such purpose.
4.5 The conversion rate, initially, shall be six (6) (i.e., each
share of Series A Preferred Stock shall be convertible, initially, into six (6)
shares of Common Stock), but such conversion rate shall be subject to adjustment
from time to time as below set forth:
(a) In each case in which the Corporation shall (i) pay a
dividend on its Common Stock in stock of the Corporation, (ii)
subdivide its outstanding shares of Common Stock, (iii) combine the
outstanding shares of its Common Stock into a smaller number of
shares, or (iv) issue by reclassification of its Common Stock (whether
pursuant to a merger or consolidation or otherwise) any shares of
stock of the Corporation, the conversion rate shall be adjusted so
that the holder of each share of Series A Preferred Stock shall be
entitled to receive upon the conversion of such share that number of
shares of stock of the Corporation which he would have owned or have
been entitled to receive after the happening of any of the events
described above had such share been converted immediately prior to the
happening of such event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to conversions made
subsequent to the record date in the
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case of a dividend, and to the effective date in the case of a
subdivision, combination or reclassification.
(b) Anything in this Subsection 4.5 to the contrary
notwithstanding, the Corporation shall not be required to make any
adjustment of the conversion rate unless it would require an increase
or decrease of at least 3% in such rate; provided, however, that any
adjustments which by reason of this paragraph are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment.
(c) Whenever the conversion rate shall be adjusted as required be
the provisions of this Subsection 4.5, the Corporation shall forthwith
(i) file with each conversion agent a statement showing the adjusted
conversion rate determined as provided in this Subsection 4.5 and
setting forth in reasonable detail the facts requiring the adjustment
of the conversion rate and the manner of computing such adjustment;
and (ii) cause a notice setting forth the adjusted conversion rate to
be mailed to each holder of Series A Preferred Stock, at his address
appearing on the records of the Corporation.
4.6 In case of any capital reorganization, reclassification of the
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Corporation is the continuing corporation),
or in case the Corporation shall be consolidated with, or merged with or into,
any other corporation (other than a consolidation or merger in which the
Corporation is the continuing corporation), or in case of the sale of the
properties and assets of the Corporation as, or substantially as, an entirety to
any other corporation, the holder of each share of Series A Preferred Stock then
outstanding shall have the right after such reorganization, reclassification,
consolidation, merger or sale to convert such share into the kind and amount of
shares of stock or other securities or property to which the Common Stock
issuable (at the time of such reorganization, reclassification, consolidation,
merger or sale) upon conversion of such share of Series A Preferred Stock would
have been entitled upon such reorganization, reclassification, consolidation,
merger or sale. The instrument effecting or providing for such reorganization,
reclassification, consolidation, merger or sale shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 4 and the provisions of this Subsection 4.6 shall
similarly apply to successive reorganizations, consolidations, mergers or sales.
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4.7 If any date shall be fixed by the Corporation as the date as of
which holders of Common Stock shall be entitled to receive any dividend or any
distribution upon the Common Stock, other than a dividend payable in cash or in
Common Stock or a distribution resulting from a subdivision of the Common Stock,
or if the Corporation shall effect any reorganization, reclassification,
consolidation, merger or sale of assets contemplated by Subsection 4.6, the
Corporation shall cause notice thereof to be mailed to each conversion agency
and to each record holder of Series A Preferred Stock, at his address appearing
on the records of the Corporation, at least 20 days prior to the date as of
which holders of Common Stock who shall participate in such dividend or
distribution are to be determined, or the date as of which it is expected that
holders of Common Stock who shall be entitled to exchange their Common Stock for
the shares of stock or other securities or property deliverable, upon such
reorganization, reclassification, consolidation, merger or sale of assets are to
be determined. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of any such dividend, distribution,
reorganization, reclassification, consolidation, merger or sale.
4.8 The issue of stock certificates on conversions of Series A
Preferred Stock shall be made without charge to the converting holder for any
tax in respect of the issue thereof. The Corporation shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of stock in any name other than that of the holder of
any Series A Preferred Stock converted, and the Corporation shall not be
required to issue or deliver any such stock certificate unless and until the
person or persons requesting the issue thereof shall have paid to the
Corporation the amount of such tax or shall have established to the satisfaction
of the Corporation that such tax has been paid.
4.9 The Corporation shall at all times provide, free from preemptive
rights, out of its authorized but unissued shares, or out of shares held in its
treasury, shares into which the outstanding shares of Series A Preferred Stock
are then convertible sufficient to provide for the conversion thereof.
5. Status of Series A Preferred Stock Reacquired by Corporation.
Shares of Series A Preferred Stock redeemed, purchased, converted into
or exchanged for shares of any other stock or otherwise acquired by the
Corporation after initial issuance
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thereof shall, upon the filing of any certificate as may be provided by law, be
deemed to be authorized but unissued shares of Preferred Stock undesignated as
to series. In the absence of such filing, shares of Series A Preferred Stock so
acquired shall be deemed to be treasury shares (issued but not outstanding) of
Series A Preferred Stock, but may not be resold or otherwise disposed of by the
Corporation.
6. Voting Rights.
The holders of shares of Series A Preferred Stock shall be entitled to
two votes for each share upon all matters upon which stockholders have the right
to vote, and such votes shall be counted together with those of any other shares
of stock of the Corporation having general voting powers and not separately as a
class or group, except as otherwise provided by law or by the Certificate of
Incorporation or by this resolution; provided, however, that the holders of
shares of Series A Preferred Stock shall be entitled to six votes for each share
upon all matters which stockholders have a right to vote to be counted as
aforesaid, in the event, but only so long as any quarterly dividend shall not
have been paid or declared and set apart for payment on the Series A Preferred
Stock. Such increased voting rights for said Series A Preferred Stock shall
exist until all arrearages and dividends in full for the current dividend period
shall have been paid, or declared and set apart for payment, whereupon all
increased voting rights for the Series A Preferred Stock hereunder shall be
divested and the holders of said Series A Preferred Stock shall thereafter be
entitled to two votes for each share as aforesaid (subject, however, to being at
anytime or from time to time similarly revived to six votes as aforesaid if any
quarterly dividend shall not have been paid or declared and set apart for
payment as hereinabove provided).
7. Restrictions on Certain Action Affecting Series A Preferred Stock.
7.1 The Corporation will not (i) establish any other series of
Preferred Stock ranking prior to, or authorize any other class of stock ranking
prior to or issuable in series which may, by resolutions of the Board of
Directors providing for the issue of such series, rank prior to, the Series A
Preferred Stock, either as to dividends or rights upon liquidation, or increase
the authorized number of shares of any such other class or series of stock, or
(ii) amend, alter or repeal any of the provisions of the Certificate of
Incorporation, or of these resolutions, so as to affect adversely the
preferences, special rights or powers of the holders
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of the Series A Preferred Stock, without the consent given in writing without a
meeting or affirmative vote given in person or by proxy at a meeting called for
such purpose, by the holders of at least 66-2/3 percent of the total of the then
outstanding shares of Series A Preferred Stock and the then outstanding shares
of any other series of Preferred Stock entitled to vote in such manner,
considered as a single class without regard to series.
7.2 Nothing contained in Subsection 7.1 shall require any vote or
consent of the holders of the Series A Preferred Stock in connection with the
issuance of any one or more series of Preferred Stock ranking junior to, or on a
parity with, the Series A Preferred Stock as to dividends and rights upon
liquidation, or an increase or decrease in the authorized number of shares of
any such series (including the Series A Preferred Stock).
8. Definitions Applicable to Resolutions.
8.1 The term "arrearage," whenever used in connection with dividends
on any share of Series A Preferred Stock of the Corporation, shall refer to the
condition that exists as to dividends, on such share which shall not have been
paid or declared and set apart for payment to the date or for the period
indicated.
8.2 The term "Common Stock" shall mean (i) the class of stock
designated as the Common Stock of the Corporation at the date of adoption of
these resolutions, or (ii) any other class of stock resulting from successive
changes or reclassifications of such Common Stock consisting solely of change in
par value, or from par value to no par value, or from no par value to par value.
8.3 Stock shall be deemed to be junior to any other stock which has a
preference over it either in the payment of dividends or rights upon liquidation
(i.e., in the distribution of assets upon liquidation).
8.4 The term "parity" shall mean equal in priority, whether or not
equal in amount.
8.5 The phrase "set apart for payment" shall not be construed to
require deposit of funds in trust or in any special account, but shall merely
mean that out of the funds lawfully available for payment, a sum sufficient for
the payment shall be reserved by appropriate notation on the books of the
Corporation.
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FIFTH. The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000).
SIXTH. The names and places of residence of the incorporators are as
follows:
NAMES RESIDENCES
----- ----------
Robert C. Keck Chicago, Illinois
Theodore W. Grippo Chicago, Illinois
Mary Novosad Chicago, Illinois
SEVENTH. The corporation is to have perpetual existence.
EIGHTH. The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.
NINTH. Subject to the provisions of the General Corporation Law
of the State of Delaware, the number of the directors of the corporation shall
be determined as provided in the by-laws. In furtherance and not in limitation
of the powers conferred by statute, the Board of Directors is expressly
authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon
the real and personal property of the corporation.
To set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose and to
abolish any such reserve in the manner in which it was created.
By resolution passed by a majority of the whole board, to
designate one or more committees, each committee to consist of two or
more of the directors of the corporation, which, to the extent
provided in the resolution or in the by-laws of the corporation, shall
have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers
which may require it. Such committee or committees shall have such
name or names as may be stated in the by-laws of the corporation or as
may be
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determined from time to time by resolution adopted by the Board of
Directors.
When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called for that purpose, or when authorized by
the written consent of the holders of a majority of the voting stock issued
and outstanding, to sell, lease, or exchange all of the property and assets
of the corporation, including its good will and its corporate franchises,
upon such terms and conditions and for such consideration, which may be in
whole or in part shares of stock in, and/or other securities of, any other
corporation or corporations, as its Board of Directors shall deem expedient
and for the best interests of the corporation.
TENTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
ELEVENTH. Meetings of stockholders may be held outside the State of
Delaware, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as
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may be designated from time to time by the Board of Directors or in the by-laws
of the corporation. Election of directors need not be by ballot unless the by-
laws of the corporation shall so provide.
TWELFTH. (a) Right to Indemnification. Each person who was or is made
a party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or officer of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than
permitted prior thereto), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith and such indemnification shall continue as to an indemnitee
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in paragraph (c) hereof with respect to
proceedings to enforce rights to indemnification, the Company shall indemnify
any such indemnitee in connection with a proceeding (or part thereof) initiated
by such indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Company.
(b) Right to Advancement of Expenses. The right to indemnification
conferred in paragraph (a) of this Section shall include the right to be paid by
the Company the expenses incurred in defending any proceeding for which such
right to indemnification is applicable in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon
24
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delivery to the Company of an undertaking (hereinafter an "undertaking"), by or
on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise.
(c) Right of Indemnitee to Bring Suit. The rights to indemnification
and to the advancement of expenses conferred in paragraphs (a) and (b) of this
Section shall be contract rights. If a claim under paragraph (a) or (b) of this
Section is not paid in full by the Company within sixty days after a written
claim has been received by the Company, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
days, the indemnitee may at any time thereafter bring suit against the Company
to recover the unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Company to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Company to recover an advancement of expenses pursuant to the terms of an
undertaking the Company shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Company (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Company (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement or
expenses hereunder, or by the Company to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Section or otherwise shall be on the Company.
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(d) Non-Exclusivity of Rights. The rights to indemnification and to
the advancement of expenses conferred in this Section shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, this certificate of incorporation, by-law, agreement,
vote of stockholders or disinterested directors or otherwise.
(e) Insurance. The Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Company or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law.
THIRTEENTH. No director of the corporation shall be personally liable
to the corporation 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 corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. Any repeal or modification of this Article by the
stockholders of the corporation shall be prospective only, and shall not
adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.
FOURTEENTH. Notwithstanding Article NINTH, in the event that the
holders of the Common Stock of the corporation are entitled to vote on a merger
or consolidation with any Person (as hereinafter defined) or on a proposal that
the corporation 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 corporation, and as
a result of such transaction, the corporation will not be either (i) the
surviving corporation, (ii) the parent corporation or (iii) in continued
existence, the favorable vote of not less than seventy-five percent (75%) of the
aggregate voting power of the holders of the issued and outstanding securities
of the Corporation entitled to vote thereon, voting together as one (1) class,
shall be required for the approval of any such action; provided, however, that
the foregoing shall not apply to any such merger, consolidation or such sale,
lease or exchange of assets and property which is approved by resolutions of the
Board of Directors of the corporation.
26
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For the purpose hereof, a "Person" shall mean any corporation,
partnership, association, trust (other than any trust holding stock of the
employees of the corporation pursuant to any stock purchase, ownership, or
employee benefit plan of the corporation) business entity, estate or individual
or any Affiliate (as hereinafter defined) of any of the foregoing. An
"Affiliate" shall mean any corporation, partnership, association, trust,
business, entity, estate or individual who, directly or indirectly, through one
or more intermediaries, controls, or is controlled by, or is under common
control with a Person. "Control" shall mean the possession, directly, or
indirectly, of power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract, or otherwise.
This Article FOURTEENTH may not be amended, nor may it be repealed in
whole or in part, unless authorized by the favorable vote of not less than
seventy-five percent (75%) of the aggregate voting power of the holders of the
issued and outstanding securities of the corporation entitled to vote thereon,
voting together as one (1) class.
Nothing herein shall affect the voting rights of the holders of
Preferred Stock of the Corporation issued and outstanding as of September 23,
1982.
FIFTEENTH. The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
27
<PAGE>
IN WITNESS WHEREOF, said METHODE ELECTRONICS, INC. has caused this
certificate to be signed by William J. McGinley, its Chairman, and James W.
Ashley, Jr., its Secretary, this 20th day of March, 1996
METHODE ELECTRONICS, INC.
By: /s/ William S. McGinley
----------------------------
Chairman
ATTEST:
/s/ James W. Ashley, Jr.
- -----------------------------
Secretary
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EXHIBIT 3.2
-----------
As Amended through 12/10/96
BY-LAWS
OF
METHODE ELECTRONICS, INC.
-------------------------
ARTICLE I
---------
OFFICES
-------
Section 1. The principal office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
----------
MEETINGS OF STOCKHOLDERS
------------------------
Section 1. All meetings of the stockholders for the election of
directors or for any other purpose may be held at such time and place, within or
without the State of Delaware, as may be fixed from time to time by the board of
directors and as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 2. Annual meetings of the stockholders, commencing with the
year 1967, shall be held on the second Tuesday of September, if not a legal
holiday, and if a legal holiday, then on the next secular day following, at
10:30 A.M., at which they shall elect a board of directors, and transact such
other business as may properly be brought before the meeting; provided, however,
that upon the adoption of a timely resolution the board of directors may change
the time and date of a particular annual meeting of stockholders, otherwise the
foregoing time and date shall apply.
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<PAGE>
Section 3. Written notice of the annual meeting shall be given to each
stockholder entitled to vote thereat at least ten days before the date of the
meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, during ordinary business hours, for a period
of at least ten days prior to the election, either at a place within the city,
town or village where the election is to be held and which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
said meeting is to be held, and the list shall be produced and kept at the time
and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting of stockholders,
stating the time, place and object thereof, shall be given to each stockholder
entitled to vote thereat, at least twenty days before the date fixed for the
meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice
2
<PAGE>
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Each stockholder shall at every meeting of the
stockholders be entitled to vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder as described in the
certificate of incorporation, as amended, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer period, and,
except where the transfer books of the corporation have been closed or a date
has been fixed as a record date for the determination of its stockholders
entitled to vote, no share of stock shall be voted on at any election for
directors which has been transferred on the books of the corporation within
twenty days next preceding such election of directors.
Section 11. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by the
provisions of the statutes or of the certificate of incorporation, the meeting
and vote of stock holders may be dispensed with, if all the stockholders who
would have been entitled to vote upon the action if such meeting were held,
shall consent in writing to such corporate action being taken.
ARTICLE III
-----------
DIRECTORS
---------
Section 1. The number of directors which shall constitute the whole
board shall be not less than three nor more than nine. The first board shall
consist of four directors. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the board of directors
or by the stockholders at the annual meeting. The directors shall be
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<PAGE>
elected at the annual meeting of the stockholders, except as provided in Section
2 of this Article, and each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.
Section 3. The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
----------------------------------
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the
president on five days' notice to each director, either personally or by mail or
by telegram; special meetings shall be
4
<PAGE>
called by the president or secretary in like manner and on like notice on the
written request of two directors.
Section 8. At all meetings of the board, a majority of directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the board of directors the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the board or of such committee as the case may be, and such
written consent is filed with the minutes of proceedings of the board or
committee.
COMMITTEES OF DIRECTORS
-----------------------
Section 10. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation
and may authorize the seal of the corporation to be affixed to all papers which
may require it; provided, in the absence or disqualification of any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in the place of any such absent or disqualified member. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.
Section 11. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.
5
<PAGE>
COMPENSATION OF DIRECTORS
-------------------------
Section 12. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as a
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
----------
NOTICES
-------
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
---------
OFFICERS
--------
Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a chairman of the board, president, an executive
vice-president, a vice-president, a chief financial officer, a secretary and a
treasurer. [Amended December 10, 1996] The board of directors may also choose
additional vice-presidents, and one or more assistant secretaries and assistant
treasurers. Two or more offices may be held by the same person, except that when
the offices of president and secretary are held by the same person, such person
shall not hold any other office.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president,
6
<PAGE>
an executive vice-president, one or more vice-presidents, a secretary and a
treasurer.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE CHAIRMAN OF THE BOARD
-------------------------
Section 6. The chairman shall be the chief executive officer of the
corporation and shall have the general charge, control, direction and
supervision over the affairs of the corporation subject to the control and
direction of the board of directors. He shall report to and keep the board of
directors fully informed concerning the affairs, changes, phases and conditions
of the business of the corporation under his supervision. He shall preside at
all meetings of the stockholders and board of directors. He may call meetings of
the board of directors and of the standing committee, whenever he deems it
necessary. He may appoint special committees and prescribe the scope of their
duties and authority. The chairman shall have such other powers and perform such
other duties as are incident to the office of the chairman and as from time to
time may be prescribed by the board of directors.
THE PRESIDENT
-------------
Section 7. The president shall report to the chairman of the board and
keep the chairman of the board informed concerning the affairs and conditions of
the business of the corporation. He shall, in the absence or incapacity of the
chairman, perform all duties and functions and exercise all of the powers and
perform such other duties as are incident to the office of the chairman of the
board, and as from time to time may be prescribed by the board of directors or
the chairman. In the absence of the chairman, he
7
<PAGE>
shall preside as chairman at all the meetings of the stockholders and the board
of directors.
THE VICE-PRESIDENTS
-------------------
Section 8. The executive vice-president, the vice-president, or if
there shall be more than one, the vice-presidents in the order determined by the
board of directors, shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE CHIEF FINANCIAL OFFICER
---------------------------
Section 9. The chief financial officer shall be responsible for the
financial affairs of the corporation, under the direction of the chairman of the
board and subject to the control of the board of directors and shall render to
the chairman of the board and the board of directors at its regular meetings, or
when the board of directors so requires, an account of the financial condition
of the corporation. He shall also perform such other duties and have such other
powers as the board of directors may from time to time prescribe. [Amended
December 10, 1996]
THE SECRETARY AND ASSISTANT SECRETARIES
---------------------------------------
Section 10. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.
Section 11. The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors,
shall, in the absence or disability of the
8
<PAGE>
secretary, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
--------------------------------------
Section 12. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 13. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 14. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 15. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
ARTICLE VI
----------
CERTIFICATES OF STOCK
---------------------
Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by the
president or a vice-president and the treasurer or an assistant treasurer, or
the secretary or an assistant secretary of the corporation, certifying the
number of shares owned by him in the corporation.
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<PAGE>
Section 2. Where a certificate is signed (1) by a transfer agent or
an assistant transfer agent or (2) by a transfer clerk acting on behalf of the
corporation and a registrar, the signature of any such president, vice-
president, treasurer, assistant treasurer, secretary or assistant secretary may
be facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereof
had not ceased to be such officer or officers of the corporation.
LOST CERTIFICATES
-----------------
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificates of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
TRANSFER OF STOCK
-----------------
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books,
except to the extent that transfer restrictions are imposed by the charter,
these by-laws, directors resolutions or other appropriate agreements.
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<PAGE>
CLOSING OF TRANSFER BOOKS
-------------------------
Section 5. The board of directors may close the stock transfer books
of the corporation for a period not exceeding fifty days preceding the date of
any meeting of stockholders or the date for payment of any dividend or the date
for the allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect or for a period not exceeding
fifty days in connection with obtaining the consent of stockholders for any
purpose. In lieu of closing the stock transfer books as aforesaid, the board of
directors may fix in advance a date, not exceeding fifty days preceding the date
of any meeting of stockholders, or the date for the payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent, as the case may be notwithstanding any transfer of any
stock on the books of the corporation after any such record date fixed as
aforesaid.
REGISTERED STOCKHOLDERS
-----------------------
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
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ARTICLE VII
-----------
GENERAL PROVISIONS
------------------
DIVIDENDS
---------
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum aside or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
----------------
Section 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.
CHECKS
------
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
-----------
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
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SEAL
----
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation and the words "Corporate Seal, Delaware." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
ARTICLE VIII
------------
Section 1. These by-laws may be altered or repealed at any regular
meeting of the board of directors or at any special meeting of the board of
directors if notice of such alteration or repeal be contained in the notice of
such special meeting.
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EXHIBIT 4.3
-----------
METHODE ELECTRONICS, INC. 1997 STOCK PLAN
-----------------------------------------
(As Amended)
1. Preamble.
Methode Electronics, Inc., a Delaware corporation (the
"Company"), hereby establishes the Methode Electronics, Inc. 1997 Stock
Plan (the "Plan") as a means whereby the Company may, through awards of (i)
incentive stock options ("ISOs") within the meaning of Section 422 of the
Code, (ii) non-qualified stock options ("NSOs"), (iii) stock appreciation
rights ("SARs"), and (iv) restricted stock ("Restricted Stock"):
(a) provide officers, directors and key employees who have
substantial responsibility for the direction and management of
the Company with additional incentive to promote the success of
the Company's business;
(b) encourage such persons to remain in the service of the Company;
and
(c) enable such persons to acquire proprietary interests in the
Company.
The provisions of this Plan do not apply to or affect any option,
stock, stock appreciation right, restricted stock or phantom stock heretofore or
hereafter granted under any other stock plan of the Company, and all such
options, stock, stock appreciation rights, restricted stock or phantom stock
shall be governed by and subject to the applicable provisions of the plan under
which they were or will be granted.
2. Definitions and Rules of Construction.
2.01 "Award" means the grant of Options, SARs and/or Restricted Stock
to a Participant.
2.02 "Award Date" means the date upon which an Option, SAR or
Restricted Stock is awarded to a Participant under the Plan.
2.03 "Board" or "Board of Directors" means the board of directors of
the Company.
2.04 "Code" means the Internal Revenue Code of 1986, as amended
from time to time or any successor thereto.
2.05 "Committee" means two (2) or more directors elected by the Board
of Directors from time to time; provided, however, that in the absence of an
election by the Board, the Committee shall mean the Compensation Committee of
the Board of Directors.
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2.06 "Common Stock" means the Class A Common Stock of the Company, par
value $.50 per share.
2.07 "Company" means Methode Electronics, Inc., a Delaware
corporation, and any successor thereto.
2.08 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
it exists now or from time to time may hereafter be amended.
2.09 "Fair Market Value" as of any date means the mean of the closing
bid and asked price for the Common Stock as of the close of business on the most
recent trading day (including such date) on which actual sales occurred (as
reported by the Nasdaq Stock Market System or any securities exchange or
automated quotation system of a registered securities association on which the
Common Stock is then traded or quoted).
2.10 "ISO" means incentive stock options within the meaning of Section
422 of the Code.
2.11 "NSO" means non-qualified stock options, which are not intended
to qualify under Section 422 of the Code.
2.12 "Option" means the right of a Participant, whether granted as an
ISO or an NSO, to purchase a specified number of shares of Common Stock, subject
to the terms and conditions of the Plan.
2.13 "Option Price" means the price per share of Common Stock at which
an Option may be exercised.
2.14 "Participant" means an individual to whom an Award has been
granted under the Plan.
2.15 "Plan" means the Methode Electronics, Inc. 1997 Stock Plan, as
set forth herein and from time to time amended.
2.16 "Restricted Stock" means the Common Stock awarded to a
Participant pursuant to Section 8 of this Plan.
2.17 "SAR" means a stock appreciation right issued to a Participant
pursuant to Section 9 of this Plan.
2.18 "Subsidiary" means any entity of which the Company owns or
controls more than 50 percent of (i) the outstanding capital stock, or (ii) the
combined voting power of all classes of stock.
2.19 Rules of Construction:
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2.19.1 Governing Law. The construction and operation of this Plan are
governed by the laws of the State of Illinois.
2.19.2 Undefined Terms. Unless the context requires another meaning,
any term not specifically defined in this Plan is used in the sense given
to it by the Code.
2.19.3 Headings. All headings in this Plan are for reference only and
are not to be utilized in construing the Plan.
2.19.4 Conformity with Section 422. Any ISOs issued under this Plan
are intended to qualify as incentive stock options described in Section 422
of the Code, and all provisions of the Plan relating to ISOs shall be
construed in conformity with this intention. Any NSOs issued under this
Plan are not intended to qualify as incentive stock options described in
Section 422 of the Code, and all provisions of the Plan relating to NSOs
shall be construed in conformity with this intention.
2.19.5 Gender. Unless clearly inappropriate, all nouns of whatever
gender refer indifferently to persons or objects of any gender.
2.19.6 Singular and Plural. Unless clearly inappropriate, singular
terms refer also to the plural and vice versa.
2.19.7 Severability. If any provision of this Plan is determined to be
illegal or invalid for any reason, the remaining provisions are to continue
in full force and effect and to be construed and enforced as if the illegal
or invalid provision did not exist, unless the continuance of the Plan in
such circumstances is not consistent with its purposes.
3. Stock Subject to the Plan.
Except as otherwise provided in Section 12, the aggregate number of shares
of Common Stock that may be issued under Options or as Restricted Stock through
this Plan may not exceed 2,000,000 shares. Reserved shares may be either
authorized but unissued shares or treasury shares, in the Board's discretion. If
any Awards of Options and Restricted Stock hereunder shall terminate or expire,
as to any number of shares, new Options and Restricted Stock may thereafter be
awarded with respect to such shares.
4. Administration.
The Committee shall administer the Plan. All determinations of the
Committee are made by a majority vote of its members. The Committee's
determinations are final and binding on all Participants. In addition to any
other powers set forth in this Plan, the Committee has the following powers:
(a) to construe and interpret the Plan;
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(b) to establish, amend and rescind appropriate rules and regulations
relating to the Plan;
(c) subject to the terms of the Plan, to select the individuals who
will receive Awards, the times when they will receive them, the
number of Options, Restricted Stock and/or SARs to be subject to
each Award, the Option Price, the vesting schedule (including any
performance targets to be achieved in connection with the vesting
of any Award), the expiration date applicable to each Award and
other terms and provisions and restrictions of the Awards (which
need not be identical) and to amend or modify any of the terms of
outstanding Awards;
(d) to contest on behalf of the Company or Participants, at the
expense of the Company, any ruling or decision on any matter
relating to the Plan or to any Awards;
(e) generally, to administer the Plan, and to take all such steps and
make all such determinations in connection with the Plan and the
Awards granted thereunder as it may deem necessary or advisable;
and
(f) to determine the form in which tax withholding under Section 15
of this Plan will be made (i.e., cash, Common Stock or a
combination thereof).
5. Eligible Participants.
Present and future directors, officers and key employees of the Company
shall be eligible to participate in the Plan. The Committee from time to time
shall select those officers, directors and key employees of the Company and any
Subsidiary or affiliate of the Company who shall be designated as Participants
and shall designate in accordance with the terms of the Plan the number, if any,
of ISOs, NSOs, SARs and shares of Restricted Stock or any combination thereof,
to be awarded to each Participant.
6. Terms and Conditions of Non-Qualified Stock Options.
Subject to the terms of the Plan, the Committee, in its discretion, may
award an NSO to any Participant. Each NSO shall be evidenced by an agreement, in
such form as is approved by the Committee, and except as otherwise provided by
the Committee in such agreement, each NSO shall be subject to the following
express terms and conditions, and to such other terms and conditions, not
inconsistent with the Plan, as the Committee may deem appropriate:
6.01 Option Period. Each NSO will expire as of the earliest of:
(i) the date on which it is forfeited under the provisions of
Section 11.1;
(ii) ten (10) years from the Award Date;
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(iii) three (3) months after the Participant's termination of
employment with the Company and its parent and
Subsidiaries or service on the Board for any reason other
than for cause or death or total and permanent disability;
(iv) immediately upon the Participant's termination of
employment with the Company and its parent and
Subsidiaries or service on the Board for cause;
(v) twelve (12) months after the Participant's death or total
and permanent disability; or
(vi) any other date specified by the Committee when the NSO is
granted.
6.02 Option Price. At the time granted, the Committee shall determine
the Option Price of any NSO, and in the absence of such determination, the
Option Price shall be One Hundred percent (100%) of the Fair Market Value of the
Common Stock subject to the NSO on the Award Date.
6.03 Vesting. Unless otherwise determined by the Committee and set
forth in the Award agreement, NSO Awards shall vest in accordance with Section
11.1; provided, that in no event shall an NSO granted to a Participant who is
subject to Section 16 of the Exchange Act be exercisable earlier than six (6)
months from the Award Date.
6.04 Other Option Provisions. The form of NSO authorized by the Plan
may contain such other provisions as the Committee may from time to time
determine.
7. Terms and Conditions of Incentive Stock Options
Subject to the terms of the Plan, the Committee, in its discretion, may
award an ISO to any employee Participant. Each ISO shall be evidenced by an
agreement, in such form as is approved by the Committee, and except as otherwise
provided by the Committee, each ISO shall be subject to the following express
terms and conditions and to such other terms and conditions, not inconsistent
with the Plan, as the Committee may deem appropriate:
7.01 Option Period. Each ISO will expire as of the earliest of:
(i) the date on which it is forfeited under the provisions of
Section 11.1;
(ii) ten (10) years from the Award Date, except as set forth in
Section 7.02 below;
(iii) immediately upon the Participant's termination of
employment with the Company and any parent and Subsidiary
of the Company for cause;
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<PAGE>
(iv) three (3) months after the Participant's termination of
employment with the Company and any parent and Subsidiary
of the Company for any reason other than for cause or
death or total and permanent disability;
(v) twelve (12) months after the Participant's death or total
and permanent disability; or
(vi) any other date (within the limits of the Code) specified
by the Committee when the ISO is granted.
Notwithstanding the foregoing provisions granting discretion to the Committee to
determine the terms and conditions of ISOs, such terms and conditions shall meet
the requirements set forth in Section 422 of the Code or any successor thereto.
7.02 Option Price and Expiration. The Option Price of any ISO shall be
determined by the Committee at the time an ISO is granted, and shall be no less
than one hundred percent (100%) of the Fair Market Value of the Common Stock
subject to the ISO on the Award Date; provided, however, that if an ISO is
granted to a Participant who, immediately before the grant of the ISO,
beneficially owns stock representing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or its parent or
subsidiary corporations, the Option Price shall be at least one hundred ten
percent (110%) of the Fair Market Value of the Common Stock subject to the ISO
on the Award Date and in such cases, the exercise period specified in the Option
agreement shall not exceed five (5) years from the Award Date.
7.03 Vesting. Unless otherwise determined by the Committee and set
forth in the Award agreement, ISO Awards shall vest in accordance with Section
11.1; provided that in no event shall an ISO granted to a Participant who is
subject to Section 16 of the Exchange Act be exercisable earlier than six (6)
months from the Award Date.
7.04 Other Option Provisions. The form of ISO authorized by the Plan
may contain such other provisions as the Committee may, from time to time,
determine; provided, however, that such other provisions may not be inconsistent
with any requirements imposed on incentive stock options under Code Section 422
and related Treasury regulations.
8. Terms and Conditions of Restricted Stock Awards.
Subject to the terms of the Plan, the Committee, in its discretion, may
award Restricted Stock to any Participant at no additional cost to the
Participant. Each Restricted Stock Award shall be evidenced by an agreement, in
such form as is approved by the Committee, and all shares of Common Stock
awarded to Participants under the Plan as Restricted Stock shall be subject to
the following express terms and conditions and to such other terms and
conditions, not inconsistent with the Plan, as the Committee shall deem
appropriate:
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<PAGE>
(a) Restricted Period. Shares of Restricted Stock awarded under this
Section 8 may not be sold, assigned, transferred, pledged or
otherwise encumbered before they vest.
(b) Vesting. Restricted Stock Awards under this Section 8 shall vest
in accordance with Section 11.2.
(c) Certificate Legend. Each certificate issued in respect of shares
of Restricted Stock awarded under this Section 8 shall be
registered in the name of the Participant and shall bear the
following (or a similar) legend until such shares have vested:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) relating to Restricted
Stock contained in Section 8 of the Methode Electronics,
Inc. 1997 Stock Plan and an Agreement entered into between
the registered owner and Methode Electronics, Inc. Copies of
such Plan and Agreement are on file at the principal office
of Methode Electronics, Inc."
9. Terms and Conditions of Stock Appreciation Rights.
The Committee may, in its discretion, grant a SAR to any Participant under
the Plan. Each SAR shall be evidenced by an agreement between the Company and
the Participant, and may relate to and be associated with all or any part of a
specific ISO or NSO. A SAR shall entitle the Participant to whom it is granted
the right, so long as such SAR is exercisable and subject to such limitations as
the Committee shall have imposed, to surrender any then exercisable portion of
his SAR and, if applicable, the related ISO or NSO, in whole or in part, and
receive from the Company in exchange, without any payment of cash (except for
applicable employee withholding taxes), that number of shares of Common Stock
having an aggregate Fair Market Value on the date of surrender equal to the
product of (i) the excess of the Fair Market Value of a share of Common Stock on
the date of surrender over the Fair Market Value of the Common Stock on the date
the SARs were issued, or, if the SARs are related to an ISO or an NSO, the per
share Option Price under such ISO or NSO on the Award Date, and (ii) the number
of shares of Common Stock subject to such SAR, and, if applicable, the related
ISO or NSO or portion thereof which is surrendered.
A SAR granted in conjunction with an ISO or NSO shall terminate on the same
date as the related ISO or NSO and shall be exercisable only if the Fair Market
Value of a share of Common Stock exceeds the Option Price for the related ISO or
NSO, and then shall be exercisable to the extent, and only to the extent, that
the related ISO or NSO is exercisable. The Committee may at the time of granting
any SAR add such additional conditions and limitations to the SAR as it shall
deem advisable, including, but not limited to, limitations on the period or
periods within which the SAR shall be exercisable and the maximum amount of
appreciation to be recognized with regard to such SAR. If a Participant is
subject to Section 16(a) and Section 16(b) of the Exchange Act, the Committee
may at any time add such additional conditions and limitations to such SAR
which, in
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its discretion, the Committee deems necessary or desirable to comply with such
Section 16(a) or Section 16(b) and the rules and regulations issued thereunder,
or to obtain any exemption therefrom. Any ISO or NSO or portion thereof which is
surrendered with an SAR shall no longer be exercisable. An SAR that is not
granted in conjunction with an ISO or NSO shall terminate on such date as is
specified by the Committee in the SAR agreement and shall vest in accordance
with Section 11.2. The Committee, in its sole discretion, may allow the Company
to settle all or part of the Company's obligation arising out of the exercise of
an SAR by the payment of cash equal to the aggregate Fair Market Value of the
shares of Common Stock which the Company would otherwise be obligated to
deliver.
10. Manner of Exercise of Options.
To exercise an Option in whole or in part, a Participant (or, after his
death, his executor or administrator) must give written notice to the Committee,
stating the number of shares with respect to which he intends to exercise the
Option. The Company will issue the shares with respect to which the Option is
exercised upon payment in full of the Option Price. The Committee may permit the
Option Price to be paid in cash or shares of Common Stock held by the
Participant having an aggregate Fair Market Value, as determined on the date of
delivery, equal to the Option Price. The Committee may also permit the Option
Price to be paid by any other method permitted by law, including by delivery to
the Committee from the Participant of an election directing the Company to
withhold the number of shares of Common Stock from the Common Stock otherwise
due upon exercise of the Option having an aggregate Fair Market Value on that
date equal to the Option Price. If a Participant pays the Option Price with
shares of Common Stock which were received by the Participant upon exercise of
one or more ISOs, and such Common Stock has not been held by the Participant for
at least the greater of:
(a) two (2) years from the date the ISOs were granted; or
(b) one (1) year after the transfer of the shares of Common
Stock to the Participant;
the use of the shares shall constitute a disqualifying disposition and the ISO
underlying the shares used to pay the Option Price shall no longer satisfy all
of the requirements of Code Section 422.
11. Vesting.
11.1 Options. A Participant may not exercise an Option until it has
become vested. The portion of an Award of Options that is vested depends upon
the period that has elapsed since the Award Date. The following schedule applies
to any Award of Options under this Plan unless the Committee establishes a
different vesting schedule on the Award Date:
Number of Years Since Award Date Vested Percentage
-------------------------------- -----------------
Fewer than one None
One but fewer than two 20%
Two but fewer than three 40%
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Three but fewer than four 60%
Four but fewer than five 80%
Five or more 100%
If a Participant's employment with the Company or service on the Board
is terminated due to: (i) retirement on or after his sixty-fifth (65th)
birthday; (ii) retirement on or after his fifty-fifth (55th) birthday with
consent of the Company; (iii) retirement at any age on account of total and
permanent disability as determined by the Company; (iv) death; or (v) a change
in control of the Company (as determined by the Committee), the Committee may,
in its discretion, accelerate vesting. Unless the Committee otherwise provides
in the Award agreement, if a Participant's employment with or service to the
Company terminates for any other reason, any Awards that are not yet vested are
forfeited. A transfer from the Company to a Subsidiary or affiliate, or vice
versa, is not a termination of employment for purposes of this Plan.
11.2 Restricted Stock and SARs. The Committee shall establish the
vesting schedule to apply to any Award of Restricted Stock or SAR that is not
associated with an ISO or NSO granted under the Plan to a Participant, and in
the absence of such a vesting schedule, such Award shall vest according to the
vesting schedule set forth in Section 11.1. In no event, however, will a SAR or
Restricted Stock Award granted to a Participant who is subject to Section 16 of
the Exchange Act be exercisable until at least six (6) months from its Award
Date.
If a Participant's employment with the Company or service on the Board
is terminated due to: (i) retirement on or after his sixty-fifth (65th)
birthday; (ii) retirement on or after his fifty-fifth (55th) birthday with
consent of the Company; (iii) retirement at any age on account of total and
permanent disability as determined by the Company; (iv) death; or (v) a change
in control of the Company (as determined by the Committee), the Committee may,
in its discretion, accelerate vesting. Unless the Committee otherwise provides
in the Award agreement, if a Participant's employment with or service to the
Company is terminated for any other reason, any Awards that are not yet vested
are forfeited. A transfer from the Company to a Subsidiary or affiliate, or vice
versa, is not a termination of employment for purposes of this Plan.
12. Adjustments to Reflect Changes in Capital Structure.
If there is any change in the corporate structure or shares of the Company,
the Committee may make any adjustments necessary to prevent accretion, or to
protect against dilution, in the number and kind of shares authorized by the
Plan and, with respect to outstanding Awards, in the number and kind of shares
covered thereby and in the applicable Option Price. For the purpose of this
Section 12, a change in the corporate structure or shares of the Company
includes, without limitation, any change resulting from a recapitalization,
stock split, stock dividend, consolidation, rights offering, separation,
reorganization, or liquidation and any transaction in which shares of Common
Stock are changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or another corporation.
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13. Nontransferability of Awards.
ISOs are not transferable, voluntarily or involuntarily, other than by will
or by the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code. During a Participant's lifetime, his
ISOs may be exercised only by him. All other Awards granted pursuant to this
Plan are transferable by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code, or in
the Committee's discretion after vesting.
14. Rights as Stockholder.
No Common Stock may be delivered upon the exercise of any Option until full
payment has been made. A Participant has no rights whatsoever as a stockholder
with respect to any shares covered by an Option until the date of the issuance
of a stock certificate for the shares.
15. Withholding Tax.
The Committee may, in its discretion and subject to such rules as it may
adopt, permit or require a Participant to pay all or a portion of the federal,
state and local taxes, including FICA and Medicare withholding tax, arising in
connection with any Awards by (i) having the Company withhold shares of Common
Stock, (ii) tendering back shares of Common Stock received in connection with
such Award or (iii) delivering other previously acquired shares of Common Stock
having a Fair Market Value approximately equal to the amount to be withheld.
16. No Right to Employment.
Participation in the Plan will not give any Participant a right to be
retained as an employee or director of the Company or its parent or
Subsidiaries, or any right or claim to any benefit under the Plan, unless the
right or claim has specifically accrued under the Plan.
17. Amendment of the Plan.
The Board of Directors may from time to time amend or revise the terms of
this Plan in whole or in part and may, without limitation, adopt any amendment
deemed necessary; provided, however, that no change in any Award previously
granted to a Participant may be made that would impair the rights of the
Participant without the Participant's consent.
18. Stockholder Approval.
Operation of the Plan shall be subject to approval by the stockholders of
the Company within twelve months before or after the date the Plan is adopted by
the Board of Directors. If such stockholder approval is obtained at a duly held
stockholders' meeting, it may be obtained by the affirmative vote of the holders
of a majority of the shares of the Company present at the meeting or represented
and entitled to vote thereon. The approval of such stockholders of the Company
shall be solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.
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19. Conditions Upon Issuance of Shares.
An Option shall not be exercisable and a share of Common Stock shall not be
issued pursuant to the exercise of an Option, and Restricted Stock shall not be
awarded until such time as the Plan has been approved by the stockholders of the
Company and unless the award of Restricted Stock, exercise of such Option and
the issuance and delivery of such share pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or national securities
association upon which the shares of Common Stock may then be listed or quoted,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the shares of Common Stock are being purchased only for investment
and without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.
20. Effective Date and Termination of Plan.
20.01 Effective Date. This Plan is effective as of the date of its
adoption by the Board of Directors; provided, however, that the Plan and any
Awards granted hereunder shall be null and void if shareholder approval is not
obtained within twelve months of the date of such adoption.
20.02 Termination of the Plan. The Plan will terminate ten (10) years
after the date it is approved by the Board of Directors; provided, however, that
the Board of Directors may terminate the Plan at any time prior thereto with
respect to any shares that are not then subject to Awards. Termination of the
Plan will not affect the rights and obligations of any Participant with respect
to Awards granted before termination.
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EXHIBIT 5
---------
[LORD, BISSELL & BROOK LETTERHEAD]
April 7, 1998
Methode Electronics, Inc.
7444 West Wilson Avenue
Chicago, Illinois 60656
Ladies and Gentlemen:
We are acting as counsel to Methode Electronics, Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") being filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
covering 2,000,000 shares of Class A Common Stock of the Company, $.50 par value
per share (the "Shares") to be issued pursuant to the Methode Electronics, Inc.
1997 Stock Plan (the "Plan").
In connection with the offering of the Shares, we have examined:
(i) the Registration Statement including the exhibits thereto;
(ii) the Plan;
(iii) certain resolutions adopted by the Board of Directors of the
Company relating to the authorization, issuance and sale of the
Shares pursuant to the Plan; and
(iv) 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 and that the Shares are issued in accordance with the terms
of the Plan.
Based and relying solely upon the foregoing, we advise you that, in
our opinion, the Shares, or any portion thereof, to the extent such Shares
represent original issuances by the Company
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Methode Electronics, Inc.
April 7, 1998
Page 2
when issued pursuant to the Plan after the Registration Statement has become
effective under the Act, will be 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,
LORD, BISSELL & BROOK
By: /s/ James W. Ashley, Jr.
-------------------------------------
James W. Ashley, Jr.
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the Methode Electronics, Inc. 1997 Stock Plan of our
report dated June 24, 1997, with respect to the consolidated financial
statements of Methode Electronics, Inc. included in its Annual Report
(Form 10-K) for the year ended April 30, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Chicago, Illinois
April 1, 1998
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