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As filed with the Securities and Exchange Commission on April 7, 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.
ELECTRONIC CONTROLS DIVISION
CASH AND CLASS A COMMON STOCK BONUS PLAN
----------------------------------------
(Full Title of the Plan)
Kevin J. Hayes
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 each class of to be offering price aggregate Amount of
securities to be registered registered(1)(2)(3) per share(4) offering price(4) registration fee
- --------------------------- ------------------- ---------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Class A Common Stock 100,000 $15.75 $1,575,000 $149.63
- -------------------------------------------------------------------------------------------------------------
</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 indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance as a result
of any future stock split, stock dividend or similar adjustment of the
outstanding shares of Class A Common Stock of the Company.
(3) Pursuant to a Registration Statement on Form S-8 (No. 33-88036), the
Company previously registered 75,000 shares of Class A Common Stock to be
issued pursuant to the Plan.
(4) Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of
calculating the registration fee and based upon the basis of the average
high and low prices of the Class A Common Stock as reported on the Nasdaq
National Market on April 3, 1998.
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):
1. The description of the Class A Common Stock of Methode
Electronics, Inc. (the "Registrant") 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, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of
updating such description.
2. The Registrant's Annual Report on Form 10-K for the year ended
April 30, 1997.
3. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended July 31, 1997, October 31, 1997 and January 31, 1998, filed
pursuant to Section 13 of the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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
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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 pages.
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, as amended (the "Securities Act"); (ii) to reflect in the prospectus any
facts or events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that sections (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
sections is contained in periodic reports filed by
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the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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
--------------------------
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 Kevin J. Hayes and William J. McGinley, 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.
NAME AND CAPACITY DATE
- ----------------- ----
/s/ William J. McGinley March 31, 1998
- --------------------------
William J. McGinley
President, Chairman and Director
(Principal Executive Officer)
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/s/ Kevin J. Hayes March 31, 1998
- --------------------------------------------
Kevin J. Hayes, Executive Vice President,
Chief Financial Officer, 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, 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
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INDEX TO EXHIBITS
Exhibit No. Description
- ---------- -----------
4.1 Article Fourth of the Company's Restated Certificate of
Incorporation, as amended(1)
4.2 Specimen Certificate of Class A Common Stock(2)
4.3 Methode Electronics, Inc. Electronic Controls Division Cash and
Class A Common Stock Bonus Plan, as amended (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 (included on signature page)
- ---------------------
(1) Exhibit is incorporated by reference to the Company's Registration
Statement on Form S-8, relating to the Company's 1997 Stock Plan filed as
of the date hereof.
(2) Exhibit is incorporated by reference to the Company's Registration
Statement on Form S-3, Registration No. 33-61940.
(3) Exhibit is incorporated by reference to the Company's Registration
Statement on Form S-8, Registration No. 33-88036.
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EXHIBIT 4.3
-----------
METHODE ELECTRONICS, INC.
ELECTRONIC CONTROLS DIVISION
CASH AND CLASS A COMMON STOCK BONUS PLAN
----------------------------------------
The purpose of the Methode Electronics, Inc. Electronic Controls
Division Cash and Class A Common Stock Bonus Plan (the "Plan") is to provide
short-term and long-term performance incentives to the Manager of the Electronic
Controls Division of Methode Electronics, Inc. (the "Company") by providing a
means by which he or she may participate in the profits of the division. The
Plan rewards the Manager with quarterly bonuses which will consist of a
combination of cash, as a timely incentive for current profits, and shares of
Methode Class A Common Stock, as a long-term incentive.
The cash bonus will be determined on a quarterly basis and will be
computed based upon the profits of the Division before bonus expense, as
follows:
3.00% of first $10,000
2.25% of second $10,000
1.50% of next $2,000,000
0.75% of next $2,000,000
0.50% of balance
The stock award portion of the quarterly bonus will be based upon 1%
of the Division's profits for the quarter and will be issued in the form of
Methode Class A Common Stock in an amount determined by the mean between the bid
and asked prices as of the close of business on the first business day following
the end of the quarter in which earned.
All bonus payments of cash and stock awards to the Manager will be
under the terms of the Plan, which has been approved by the Board of Directors.
If for any reason the Division incurs a loss for a quarter, the
bonuses will not resume until profits in an amount equal to the full amount of
the loss are realized by the Division in subsequent periods.
Any bonus amounts payable pursuant to the Plan may be subject to
withholding and other deductions imposed by law.
In addition, for the first three quarters of each fiscal year, the
Company will withhold 20% of any bonus due until the Division profits have been
reviewed as part of the annual audit of the Company, and the hold back, as it
may have been adjusted pursuant to such audit, will be included in the fourth
quarter bonus check and stock award.
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The Plan is effective beginning with the second quarter of fiscal
1995, with the cash and bonus amounts for such quarter to be prorated for the
portion of the quarter commencing with the Manager's start date with the
Division.
The Plan is terminable at any time, with or without cause, by the
Board of Directors of the Company. The terms of this Plan are not to be
construed as a contract of employment with respect to the Manager.
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ADDENDUM TO THE
METHODE ELECTRONICS, INC.
ELECTRONIC CONTROLS DIVISION
CASH AND CLASS A COMMON STOCK BONUS PLAN
----------------------------------------
The Participant will also receive a matching stock bonus payable in
subsequent years, if certain prescribed conditions are met. Under the existing
Plan, the Participant based upon the profits of the Division receives a
quarterly cash bonus as well as a stock bonus payment payable in Methode Class A
Common Shares. The quarterly stock bonus payments vest immediately and as such
can be sold at once or retained for further appreciation in value and for
dividend income.
This Addendum provides that in June of each year the number of shares
issued under the Plan relating to the fiscal year just ended will be determined.
At that time two certificates, each equal to 50% of the yearly award will be
issued to the Participant and will carry restrictive legends. The legends will
provide that one certificate vests in one year from the end of the fiscal year
for which it was granted and the other certificate vests in two years from the
end of the fiscal year for which it was granted. Under the terms of this
Addendum, in order for the certificates to vest the Participant must still be
employed as the Manager of the Division.
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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 an additional 100,000 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. Electronic Controls Division Cash and Class A Common Stock
Bonus 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.
1
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Methode Electronics, Inc.
April 7, 1998
Page 2
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 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.
2
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EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the Methode Electronics, Inc. Electronic Controls
Division Cash and Class A Common Stock Bonus 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
1
