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As filed with the Securities and Exchange Registration No. 333-______
Commission on October 20, 2000
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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 of Incorporation) (I.R.S. Employer Identification Number)
7401 WEST WILSON AVENUE, CHICAGO, ILLINOIS 60706
(Address, including Zip Code, of Registrant's Principal Executive Offices)
METHODE ELECTRONICS, INC. 401(k) SAVINGS PLAN
(Full Title of the Plan)
Dale W. Phillips
Vice President and Chief Financial Officer
Methode Electronics, Inc.
7401 West Wilson Avenue
Chicago, Illinois 60706
(708) 867-6777
(Name, Address, and Telephone Number of Agent For Service)
COPY TO:
James W. Ashley, Jr.
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
(312) 443-0700
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share aggregate offering price registration fee
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Class A Common Stock, $0.50 500,000 (1) $38.00 (2) $19,000,000 (2) $5,016 (2)
par value
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Class B Common Stock, $0.50 50,000 (1) $38.00 (2) $1,900,000 (2) $502 (2)
par value
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Plan interests related to the An
Methode Electronics, Inc. indeterminate
401(k) Savings Plan amount of plan
interests (3)
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</TABLE>
(1) Based on an estimate of the number of shares that will be purchased
pursuant to the Methode Electronics, Inc. 401(k) Savings Plan. There are
also being registered an indeterminant number of additional shares of Class
A Common Stock and Class B Common Stock which may be necessary to adjust
the number of shares available for purchase pursuant to the Plan as a
result of any future stock split, stock dividend or similar adjustment of
the outstanding Class A Common Stock or Class B Common Stock of the Company
pursuant to Rule 416(c) of the Securities Act of 1933.
(2) Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933
solely for the purpose of calculating the registration fee and based on the
average of the high and low prices of the Class A Common Stock and Class B
Common Stock as reported on the Nasdaq National Market on October 13, 2000.
(3) Pursuant to Rule 416(c) of the Securities Act of 1933, this Registration
Statement covers an indeterminate amount of plan interest to be offered or
sold pursuant to the Methode Electronics, Inc. 401(k) Savings Plan
incorporated by reference as an exhibit hereto.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Methode Electronics, Inc. (the "Company") and the Methode Electronics, Inc.
401(k) Savings Plan (the "Plan") hereby incorporate by reference into this
Registration Statement on Form S-8 (the "Registration Statement") the documents
listed below which have previously been filed with the Securities and Exchange
Commission (the "Commission"):
1. The Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 2000.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended July
31, 2000.
3. The description of the shares of the Company's Class A Common Stock,
$.50 par value per share, contained in the Company's Registration
Statement on Form 8-A dated October 5, 1982, filed pursuant to Section
12 of the Securities Exchange Act of 1934, including any amendment or
report updating such description.
4. The description of the shares of the Company's Class B Common Stock,
$.50 par value per share, contained in the Company's Registration
Statement on Form 8-A dated October 5, 1982, filed 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 Company with
the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended (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 filed amendment to this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits indemnification
of officers, directors and other corporate agents under certain circumstances
and subject to certain limitations. The Company's certificate of incorporation
and bylaws provide that the Company shall indemnify its directors, officers,
employees and agents to the full extent permitted by Delaware General
Corporation Law, including in circumstances in which indemnification is
otherwise discretionary under Delaware law. The Company also maintains director
and officer liability insurance. These indemnification provisions and the
indemnification agreements may be sufficiently broad to permit indemnification
of the Company's officers and directors for liabilities (including reimbursement
of expenses incurred) arising under the Securities Act.
Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed 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.
See also related undertakings in Item 9 below.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation, as amended and currently in effect
(incorporated by reference from the Company's Registration Statement
No. 33-61940)*
4.2 By-laws, as amended and currently in effect (incorporated by reference
from the Company's Registration Statement No. 33-61940)*
23.1 Consent of Ernst & Young LLP, independent auditors
24.1 Power of Attorney (included on signature page)
99.1 Methode Electronics, Inc. 401(k) Savings Plan
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* Incorporated by reference.
ITEM 9. UNDERTAKINGS.
The undersigned Company 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
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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 paragraphs
(1)(i) and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act 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 Company's annual report pursuant to Section
13(a) or 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 of 1933 may be permitted to directors, officers, and controlling
persons of the Company, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer, or controlling
person of the Company 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 Company 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 of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
THE COMPANY. Pursuant to the requirements of the Securities Act of 1933,
the Company 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 October 20, 2000.
METHODE ELECTRONICS, INC.
By: /s/ William J. McGinley
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Name: William J. McGinley
Its: 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 Dale W. Phillips
and each of them with power to act without the other, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all 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 or she 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.
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NAME AND CAPACITY DATE
<S> <C>
/s/ William J. McGinley October 20, 2000
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William J. McGinley
Chairman (Principal Executive Officer);
/s/ Dale W. Phillips October 20, 2000
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Dale W. Phillips
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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<PAGE>
<TABLE>
<S> <C>
/s/ Michael G. Andre October 20, 2000
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Michael G. Andre
Director
/s/ James W. Ashley, Jr. October 20, 2000
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James W. Ashley, Jr.
Director
/s/ John R. Cannon October 20, 2000
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John R. Cannon
Director
/s/ Kevin J. Hayes October 20, 2000
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Kevin J. Hayes
Director
/s/ James W. McGinley October 20, 2000
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James W. McGinley
Director
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Plan 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 October 20, 2000.
METHODE ELECTRONICS, INC. 401(k)
SAVINGS PLAN
By: /s/ Robert J. Keuhnau
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Robert J. Keuhnau, for the Committee
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<PAGE>
INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibit
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<S> <C>
4.1 Certificate of Incorporation, as amended and currently in effect
(incorporated by reference from the Company's Registration
Statement No. 33-61940)*
4.2 By-laws, as amended and currently in effect (incorporated by
reference from the Company's Registration Statement No.
33-61940)*
23.1 Consent of Ernst & Young LLP, independent auditors
24.1 Power of Attorney (included on signature page)
99.1 Methode Electronics, Inc. 401(k) Savings Plan
</TABLE>
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* Incorporated by reference.
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