<PAGE> 1
As filed with the Securities and Exchange Commission on February 16, 1995
Registration No. 33-57613
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
MOLEX INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 2222 Wellington Court 36-2369491
(State or other jurisdiction Lisle, Illinois 60532 (I.R.S. Employer
of incorporation or organization) (708) 969-4550 Identification Number)
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Louis A. Hecht, Esq.
Secretary and General Counsel
Molex Incorporated
2222 Wellington Court
Lisle, Illinois 60532
(708) 969-4550
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________
Copy to:
Michael M. Froy, Esq.
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606
________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed maximum Proposed maximum Amount of
Title of each class of to be offering price aggregate offering registration
securities to be registered registered per share (1) price (1) fee (2)
<S> <C> <C> <C> <C>
Class A Common Stock, $.05 par value 132,018 Shares $30.00 $3,960,540 $1,366
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. Based on the average of the high and low prices
reported for the registrant's Class A Common Stock as reported by the
Nasdaq National Market on February 9, 1995.
(2) The registant previously paid an additional filing fee of $2,242 in
connection with the initial filing of the Registration Statement on
February 7, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
345,133 Shares
MOLEX INCORPORATED
Class A Common Stock
____________________
This Prospectus relates to up to 345,133 shares (the "Shares") of
Class A common stock, par value $.05 per share (the "Class A Stock"), of Molex
Incorporated, a Delaware corporation (the "Company"), which may be offered for
sale by certain stockholders of the Corporation (the "Selling Stockholders")
from time to time. The distribution of the Shares by the Selling Stockholders
may be effected pursuant to ordinary brokerage transactions through one or more
broker-dealers or agents, in one or more transactions, in the over-the-counter
market at prices related to the prevailing market prices, the timing of sales
to be determined by the Selling Stockholders.
None of the proceeds from the sale of the Shares will be received by the
Company. The Company will bear all expenses of the offering, except that the
Selling Stockholders will be responsible for any commissions, underwriting
discounts or similar amounts payable in respect of any sale pursuant to this
Prospectus, as well as any transfer taxes and any fees and disbursements of
counsel to the Selling Stockholders.
The Class A Stock of the Company is traded in the over-the-counter market
and quoted on the Nasdaq National Market under the symbol MOLXA. On February
14, 1995, the closing price for the Class A Stock as reported by the Nasdaq
National Market was $31.50 per share.
The Class A Common Stock generally does not entitle the holders thereof
to any voting rights. See "Description of Capital Stock."
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Selling Stockholders, through broker-dealers or agents designated
from time to time, may sell the Shares from time to time on terms to be
determined at the time of sale. The aggregate proceeds to the Selling
Stockholders from the Shares will be the purchase price of the Shares sold less
the aggregate commissions, underwriting discounts or similar amounts payable in
respect of any sale pursuant to this Prospectus, if any, and other expenses of
issuance and distribution not borne by the Company.
The Shares have not been registered for sale under the securities laws of
any state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the registration thereof
under the securities laws of the states in which such transactions occur, or the
existence of any exemption from registration.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF, OR THAT
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AT ANY
TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
____________________
The date of this Prospectus is February 17, 1995
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (of which this Prospectus is
a part) under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the securities offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement, certain portions
of which have been omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement, including the schedules and exhibits thereto.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. The Registration Statement, including the schedules and
exhibits thereto, as well as such reports, proxy statements and other
information filed by the Company can be inspected, without charge, and copied
at the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
regional offices maintained by the Commission at Suite 1400, Citicorp Center,
500 West Madison Street, Chicago, Illinois 60661 and Seven World Trade Center,
13th Floor, New York, New York 10048. Copies of such materials can also be
obtained from the Public Reference Section of the Commission, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended June 30,
1994, the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994, and the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1994, each of which has been filed by the Company
with the Commission, are incorporated herein by reference. All other reports,
if any, filed by the Company with the Commission subsequent to the Company's
Annual Report on Form 10-K for the year ended June 30, 1994 and on or prior to
the date of this Prospectus are incorporated herein by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Class A Stock shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON (INCLUDING ANY
BENEFICIAL OWNER) TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE CORPORATE
SECRETARY, MOLEX INCORPORATED, 2222 WELLINGTON COURT, LISLE, ILLINOIS 60532
(TELEPHONE (708) 969-4550).
2
<PAGE> 4
THE COMPANY
Molex Incorporated is a leading manufacturer of electrical, electronic
and fiber optic interconnection products and systems, switches and application
tooling. The principal executive offices of the Company are located at 2222
Wellington Court, Lisle, Illinois 60532, telephone number (708) 969-4550.
USE OF PROCEEDS
The Company will receive none of the proceeds from the offering and sale
of the Shares.
THE SELLING STOCKHOLDERS
The Shares will be acquired by the Selling Stockholders in connection
with the Company's acquisition by merger (the "Merger") of Mod-Tap W Corp.
("Mod-Tap"), a manufacturer of interconnection products and systems for data
and voice communications. The following table sets forth for each Selling
Stockholder the sum of the number of shares of Class A Stock beneficially owned
by such Selling Stockholder as of February 1, 1995 and the number of Shares to
be initially received by such Selling Stockholder in connection with the
Merger, as well as the number of Shares which may be offered and sold by such
Selling Stockholder pursuant to this Prospectus. As of February 1, 1995, each
Selling Stockholder beneficially owned less than one percent of the issued and
outstanding shares of Class A Stock. None of the Selling Stockholders has had
any position, office, or other material relationship with the Company or any of
its affiliates within the past three years.
<TABLE>
<CAPTION>
Shares
To Be Owned Shares Which
Stockholder Following Merger May Be Sold
----------- ---------------- ------------
<S> <C> <C>
Oki Electric Cable Co., Ltd. 209,089 209,089
Ekiert Family Trust 63,232 47,424
E. Joan Ekiert 23,395 11,698
Pioneer Ventures Limited Partnership 10,306 10,306
First New England Capital Limited Partnership 10,306 10,306
Steven F. Chilinski 6,924 6,924
Keith H. Jones 5,786 5,786
James Ellis 4,852 4,852
Gavin Brown 3,061 1,531
Kevin P. Lynch 4,111 4,111
Paul G. Burningham 3,594 3,594
David W. Reusch 3,216 3,055
Dennis Moran 2,828 2,828
Catherine Tooley 2,931 2,931
Nancy Flynn 2,469 1,852
Kenneth Freestone 2,436 2,412
James P. Munton 2,145 2,145
Guy C. Madgwick 2,111 2,111
Nancy C. Beauregard 1,990 1,493
Allan R. Banks 1,683 1,683
Judith A. Sawdon 1,305 1,305
Fred Tarabo 1,186 1,186
Anthony T. Baionno 1,151 1,151
John Gardiner 1,030 1,030
Steven J. Starsja 1,017 1,017
MaryBeth S. Bouchard 887 639
Lynn Reilly 823 823
Roselyn V. LaMay 817 776
Liv-Unni Smith 720 720
Clellan T. Cahoon 710 355
</TABLE>
3
<PAGE> 5
PLAN OF DISTRIBUTION
Any sales of the Shares by the Selling Stockholders will be for their own
accounts. The Company will receive none of the proceeds from the offering of
the Shares.
The distribution of the Shares by the Selling Stockholders may be
effected pursuant to ordinary brokerage transactions through one or more
broker-dealers or agents, in one or more transactions, in the over-the-counter
market at prices related to prevailing market prices, the timing of sales to be
determined by the Selling Stockholders. In the event that one or more
broker-dealers or agents agree to sell the Shares, they may do so by purchasing
the Shares as principals or by selling the Shares as agents for the Selling
Stockholders. Any such broker-dealer or agent may receive compensation in the
form of underwriting discounts, concessions, or commissions from a Selling
Stockholder, from a purchaser of Shares for whom it acts as agent, or from both
sources. If any such broker-dealer purchases the Shares as principal, it may
effect resales of the Shares from time to time to or through other
broker-dealers, and such other broker-dealers may receive compensation in the
form of concessions and commissions from the Selling Stockholders or purchasers
of the Shares for whom they act as agents. The Selling Stockholders and
any broker-dealer or agent that participates with the Selling Stockholders in
the distribution of the Shares may be deemed "underwriters" within the meaning
of the Securities Act, and any commission received by them and any profit on
the resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
The Company will bear all expenses of the offering, except that the
Selling Stockholders will be responsible for any commissions, underwriting
discounts or similar amounts payable in respect of any sale pursuant to this
Prospectus, as well as any transfer taxes and any fees and disbursements of
counsel to the Selling Stockholders.
The Company has agreed to use commercially reasonable efforts to keep the
Registration Statement, of which this Prospectus is a part, continuously
effective and usable for a period of 60 days from the date on which
the Commission declares the Registration Statement effective or such shorter
period which will terminate when all the Shares covered by the Registration
Statement have been sold pursuant to the Registration Statement.
DESCRIPTION OF CAPITAL STOCK
The following summary description is subject to the detailed provisions
of the Company's certificate of incorporation and bylaws, does not purport to
be complete and is qualified in its entirety by reference thereto.
COMMON STOCK
General
The Company has three classes of common stock. Only Class A Stock
is being offered pursuant to this Prospectus.
The authorized common stock of the Company consists of 60,000,000 shares
of Common Stock, par value $.05 per share ("Common Stock"), 60,000,000 shares
of Class A Stock and 146,078 shares of Class B Common Stock, par value $.05 per
share ("Class B Stock"). The holders of Class A Stock have no voting rights
except as otherwise required by law or under circumstances set forth in greater
detail below. The holders of Common Stock and Class B Stock are entitled to
one vote per share upon each matter submitted to a vote of the stockholders
and, subject to conditions set forth in greater detail below, vote separately
as a class as to all matters except the election of the Board of Directors.
With respect to the election of directors, the holders of Common Stock and
Class B Stock vote together as a class. Under the Company's certificate of
incorporation, holders of Common Stock, Class A Stock and Class B Stock do not
have any preemptive rights to subscribe for new shares of capital stock.
4
<PAGE> 6
Voting Rights
Each share of Common Stock entitles the holder thereof to one vote upon
each matter submitted to a vote of the stockholders. Each share of Class B
Stock entitles the holder thereof to one vote upon each matter submitted to a
vote of the stockholders. Subject to certain conditions, all matters, other
than the election of directors, submitted to a vote of all the stockholders
must be approved separately by both the holders of a majority of the shares of
the Common Stock entitled to vote and present in person or by proxy, voting as
a class, and by the holders of a majority of the shares of the Class B Stock
entitled to vote and present in person or by proxy, voting as a class. The
right of the Class B stockholders to vote separately as a class is subject to
applicable law and is also subject to the requirement that at least 50% of the
authorized shares of Class B Stock are outstanding. As of January 31, 1995,
94,255 shares (64.5% of the authorized shares) of Class B Stock were
outstanding.
The shares of Class A Stock have no voting rights (except as otherwise
required by Delaware law, and except that under certain circumstances the Class
A Stock may be converted into Common Stock). See "Description of Capital Stock
- - Conversion Rights." Under the Delaware General Corporation Law, any
amendments to the Company's certificate of incorporation changing the number of
authorized shares of any class, changing the par value of the shares of any
class or altering or changing the powers, preferences or special rights of the
shares of any class so as to adversely affect them, including the Class A
Stock, would require the separate approval of the class so affected, as well as
the approval of all classes entitled to vote thereon, voting together.
Conversion Rights
Class B Stock can be converted into Common Stock on a share for share
basis at any time at the option of the holder. The authorized Class A Stock
(whether or not then issued) would automatically convert into Common Stock on a
share for share basis any time upon the good faith determination of the
Company's Board of Directors that either of the following events has occurred:
(i) the aggregate number of outstanding shares of Common Stock and Class B
Stock together is less than 10% of the aggregate number of outstanding shares
of Common Stock, Class B Stock and Class A Stock together; or (ii) any person
or group, other than one or more members of the Krehbiel Family (as defined
below), becomes or is the beneficial owner of a majority of the outstanding
shares of Common Stock. This conversion is automatic upon the Board's
determination as set forth above and such conversion will remain effective
regardless of whether either of the events set forth in (i) or (ii) above has
occurred in fact. Upon such conversion, the voting interests of the holders of
Common Stock and Class B Stock would be diluted. To the extent that the Common
Stock has a market price which is higher than the Class A Stock market price
immediately prior to such conversion, the market price of the Common Stock may
be decreased.
As used herein, "Krehbiel Family" means: (i) John H. Krehbiel, Sr., John
H. Krehbiel, Jr. and Frederick A. Krehbiel (collectively, the "Krehbiels"), any
of their respective descendants, and any spouse, widow or widower of any of the
Krehbiels or any of their respective descendants (collectively, the "Family
Members"); (ii) any trust established by one or more of the Family Members;
(iii) any estate of a Family Member; (iv) any foundation and any charitable
organization that qualifies as an exempt organization under the Internal
Revenue Code of 1986, as amended, or any successor statute, established by one
or more of the Family Members; and (v) any corporation or partnership of which
a majority of the voting power and a majority of the equity interest is held,
directly or indirectly, by or for the benefit of one or more of the Family
Members.
Dividends and Other Distributions
Holders of the Common Stock, Class B Stock and Class A Stock are entitled
to equal per share cash dividends of the Company, as, when and if such
dividends may be declared by the Board of Directors and paid out of assets
legally available therefor. Dividends and stock splits would be declared and
paid to holders of any class of common stock only if such dividends and stock
splits were declared and paid to holders of all classes of common stock on an
equal per share basis. With respect to stock dividends or stock splits
declared and paid to holders of any class of common stock, holders of Common
Stock and Class B Stock would receive Common Stock and holders of Class A Stock
would receive Class A Stock. Dividends consisting of any other securities of
the Company may be paid to the holders of Common Stock, Class B Stock and Class
A Stock on an equal per share basis.
5
<PAGE> 7
The holders of Common Stock, Class B Stock and Class A Stock would
receive the identical consideration per share upon the merger, consolidation,
liquidation, dissolution or winding up of the affairs of the Company.
Further issuance of the Common Stock, Class B Stock or Class A Stock in
acquisitions, offerings or otherwise would increase the number of such shares
outstanding, and, accordingly, could affect the amount of cash dividends per
share or other distributions made to the stockholders.
PREFERRED STOCK
The authorized Preferred Stock of the Company consists of 25,000,000
shares, par value $.01 per share ("Preferred Stock"). No shares of Preferred
Stock are outstanding. The Board of Directors of the Company has the
authority, without further stockholder approval, to issue shares of Preferred
Stock in one or more series from time to time, and to fix the voting rights,
designations, relative rights, priorities, preferences, qualifications,
limitations and restrictions thereof. Because of the Board of Directors'
authority to issue shares of Preferred Stock without further stockholder
action, the voting power of the common stock could be adversely affected by the
issuance of Preferred Stock with conversion rights or voting power. The
issuance of certain types of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company.
OTHER
In accordance with provisions of the Delaware General Corporation Law,
the Company's certificate of incorporation eliminates, in certain
circumstances, the personal liability of directors of the Company for breach of
fiduciary duty of care as a director. This provision does not eliminate the
liability of a director for such matters as (i) a breach of the director's duty
of loyalty to the Company or its stockholders, (ii) acts or omissions by the
director not in good faith or which involve intentional misconduct or a knowing
violation of law and (iii) transactions from which the director derived an
improper personal benefit.
Section 203 of the Delaware General Corporation Law prevents an
"interested stockholder" (generally, a person owning 15 percent or more of a
corporation's outstanding voting stock) from engaging in a "business
combination" with a publicly-held Delaware corporation for three years
following the date such person became an interested stockholder unless (i)
before such person became an interested stockholder, the board of directors of
the corporation approved the transaction in which the stockholder became an
interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85 percent of
the voting stock of the corporation outstanding at the time the transaction
commenced (excluding stock held by directors who are also officers of the
corporation and by certain employee stock plans); or (iii) following the
transaction in which such person became an interested stockholder, the business
combination was approved by the board of directors of the corporation and
authorized at a meeting of stockholders by the affirmative vote of the holders
of two-thirds of the outstanding voting stock of the corporation not owned by
the interested stockholder. A "business combination" includes mergers, stock
or asset sales and certain other transactions resulting in a financial benefit
to the interested stockholder.
Article Thirteen of the Company's certificate of incorporation provides
certain minimum price and procedural requirements or, alternatively, higher
voting requirements, in connection with certain business combinations. Such
provision might discourage certain persons whose objective is to seek control
of the Company from seeking such control.
The registrar and transfer agent for the Class A Stock and Common Stock
is Harris Trust and Savings Bank of Chicago.
Beneficial ownership of Common Stock and Class B Stock by the John H.
Krehbiel, Sr. Trust (the "Trust"), Frederick A. Krehbiel and John H. Krehbiel,
Jr. provides the Trust, Frederick A. Krehbiel and John H. Krehbiel, Jr., if
acting in concert, with the virtual power to elect or remove the members of the
Board of Directors and determine the outcome of most matters requiring approval
of the stockholders of the Company.
6
<PAGE> 8
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedules as of June 30, 1994 and 1993 and for each of the
three years in the period ended June 30, 1994, except the Domestic Component of
Molex Incorporated for the year ended June 30, 1992, incorporated by reference
in this Prospectus from the Company's annual report on Form 10-K, which report
expresses an unqualified opinion and includes an explanatory paragraph
referring to the Company's adoption of Statement of Financial Accounting
Standards No. 106 "Employers' Accounting for Postretirement Benefits Other Than
Pensions," have been audited by Deloitte & Touche LLP, as stated in their
reports which are incorporated herein by reference. The financial statements of
the Domestic Component of Molex Incorporated for the year ended June 30, 1992
have been audited by Ernst & Young LLP, as stated in their report which is
incorporated herein by reference. Such consolidated financial statements have
been incorporated herein in reliance upon the reports of such firms given upon
their authority as experts in accounting and auditing. All of the foregoing
firms are independent auditors.
LEGAL MATTERS
The validity of the Shares offered hereby and certain other matters will
be passed upon for the Company by Sonnenschein Nath & Rosenthal, 8000 Sears
Tower, Chicago, Illinois 60606. As of January 31, 1995, Sonnenschein Nath &
Rosenthal attorneys participating in such matters beneficially owned 1,249
shares of Common Stock and 1,718 shares of Class A Stock.
7
<PAGE> 9
===============================================================================
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 3
The Selling Stockholders . . . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . . . . . 4
Description of Capital Stock . . . . . . . . . . . . . . 4
Experts . . . . . . . . . . . . . . . . . . . . . . . . . 7
Legal Matters . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>
345,133 SHARES
MOLEX INCORPORATED
CLASS A COMMON STOCK
_________________
PROSPECTUS
February 17, 1995
_________________
===============================================================================
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the
offering described in this Registration Statement. All expenses listed in such
table will be borne by the Company. All amounts are estimated except the
registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee . . . . . . . . . . . . $3,608
Printing and Engraving . . . . . . . . . . . . . . . . . . . . . . . . . . 100
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . 5,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,300
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such persons against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the
defense or settlement of any such threatened, pending or completed action or
suit by or in the right of the corporation if such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only
as authorized in each specific case upon a determination by the stockholders or
disinterested directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct. The Certificate of Incorporation of the Company provides
that directors and officers shall be indemnified as described above in this
paragraph to the fullest extent permitted by the DGCL; provided, however, that
any such person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person shall be indemnified only if such
proceeding (or part thereof) was authorized by the board of directors of the
Company.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
The Certificate of Incorporation of the Company provides that, to the
fullest extent permitted by the DGCL, no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director. Section 102(b)(7) of the DGCL
currently provides that such provisions do not eliminate the liability of a
director (1) for a breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing
II-1
<PAGE> 11
violation of law, (iii) under Section 174 of the DGCL (relating to the
declaration of dividends and purchase or redemption of shares in violation of
the DGCL), or (iv) for any transaction from which the director derived an
improper personal benefit.
The Company maintains policies insuring its and its subsidiaries' officers
and directors against certain liabilities for actions taken in such capacities,
including liabilities under the Securities Act.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Document Description
- ------ --------------------
<S> <C>
4.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company's Form 10-K for the fiscal
year ended June 30, 1990).
4.2 By-Laws (incorporated by reference to Exhibit 3.2 of the Company's Form 10-K for the fiscal year ended
June 30, 1993).
5 Opinion of Sonnenschein Nath & Rosenthal.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5).
23.3 Consent of Ernst & Young LLP.
24* Powers of Attorney.
- -------------------------
</TABLE>
* Filed with Registration Statement on February 7, 1995.
ITEM 17. UNDERTAKINGS.
(A) RULE 415 OFFERING
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act 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;
(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 A(1)(i) and A(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 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
II-2
<PAGE> 12
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) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE
The undersigned registrant hereby undertakes 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
employee 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) ACCELERATION OF EFFECTIVENESS.
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> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment to the Registration Statement on Form S-3 (Registration No.
33-57613) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Lisle, State of Illinois, on this 16th day of
February, 1995.
MOLEX INCORPORATED
By /s/ Frederick A. Krehbiel
---------------------------------
Frederick A. Krehbiel
Chairman and Chief Executive
Officer
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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Frederick A. Krehbiel Chairman, Chief Executive Officer and February 16, 1995
----------------------------------- Director (Principal Executive
Frederick A. Krehbiel Officer)
* Corporate Vice President, Treasurer February 16, 1995
----------------------------------- and Chief Financial Officer (Principal
John C. Psaltis Financial Officer and Principal
Accounting Officer)
* President and Director February 16, 1995
-----------------------------------
John H. Krehbiel, Jr.
Director February , 1995
-----------------------------------
Robert H. Hayes
* Director February 16, 1995
-----------------------------------
Edgar D. Jannotta
* Director February 16, 1995
-----------------------------------
Fred L. Krehbiel
* Director February 16, 1995
-----------------------------------
Donald G. Lubin
Director February , 1995
-----------------------------------
Lewis E. Platt
Director February , 1995
-----------------------------------
Robert J. Potter
*By /s/ Frederick A. Krehbiel
---------------------------------
(Frederick A. Krehbiel,
Attorney-in-Fact)
</TABLE>
II-4
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document Description
- ------- ------ --------------------
<S> <C>
4.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company's Form 10-K for
the fiscal year ended June 30, 1990)
4.2 By-Laws (incorporated by reference to Exhibit 3.2 of the Company's Form 10-K for the fiscal year
ended June 30, 1993)
5 Opinion of Sonnenschein Nath & Rosenthal.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5).
23.3 Consent of Ernst & Young LLP.
24* Powers of Attorney.
- -------------------------
</TABLE>
* Filed with Registration Statement on February 7, 1995.
<PAGE> 1
Exhibit 5
February 16, 1995
Molex Incorporated
2222 Wellington Court
Lisle, Illinois 60532
Ladies and Gentlemen:
We have acted as counsel to Molex Incorporated, a Delaware corporation
(the "Company"), in connection with the public offering by certain stockholders
of the Company (the "Selling Stockholders") of an aggregate of up to 345,133
shares (the "Shares") of the Company's Class A common stock, par value $.05 per
share (the "Class A Common Stock"), pursuant to the Company's Registration
Statement on Form S-3 (File No. 33-57613) under the Securities Act of 1933, as
amended (the "Act"), filed with the Securities and Exchange Commission (the
"Commission") on February 7, 1995, as amended by Amendment No. 1 thereto filed
with the Commission on February 16, 1995 and to which this opinion is an
exhibit (as so amended and together with all exhibits thereto, the
"Registration Statement"). The Shares are being acquired by the Selling
Stockholders pursuant to an Agreement and Plan of Merger dated January 13, 1995
among the Company, MLX Acquisition Incorporated, a Delaware corporation,
Mod-Tap W Corp., a Massachusetts corporation, and Paul D. Andres, David C.
Bundy and Rowland S. White (the "Agreement"). This opinion is delivered in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Act.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Agreement, (ii) the Registration Statement, (iii) the Certificate of
Incorporation of the Company as currently in effect, (iv) the Bylaws of the
Company as currently in effect, and (v) resolutions of the Board of Directors
of the Company authorizing the transactions contemplated by the Agreement, the
offering and sale of the Shares, the filing of the Registration Statement and
related matters. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such agreements, instruments, certificates of public officials, certificates of
officers or representatives of the Company, the Selling Stockholders and
others, and such other documents, certificates and records, and have made such
other investigations, as we have deemed necessary or appropriate as a basis for
the opinions set forth herein.
<PAGE> 2
Molex Incorporated
February 14, 1995
Page 2
We have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the accuracy and completeness of all documents
that we have reviewed, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents. In making our examination of documents executed by
parties other than the Company, we have assumed that such parties had the
power, corporate and otherwise, to enter into and perform their respective
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate and otherwise, and the execution and delivery by
such parties of such documents and the validity and binding effect thereof. As
to any facts material to the opinion expressed herein, we have relied upon oral
or written statements and representations of officers and other representatives
of the Company, the Selling Stockholders and others.
Based upon and subject to the foregoing, we are of the opinion that,
when sold by the Selling Stockholders pursuant to the Registration Statement,
following delivery to such Selling Stockholders in accordance with the
Agreement, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the prospectus contained in the
Registration Statement. We do not, in giving such consent, admit that we are
within the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ Michael M. Froy
--------------------------
Michael M. Froy
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
a Registration Statement on Form S-3 pertaining to the sale of Molex
Incorporated Class A Common Stock of the reports of Deloitte & Touche dated
August 9, 1994 (which express an unqualified opinion and include an
explanatory paragraph relating to the Company's adoption of Statement of
Financial Accounting Standards No. 106 "Employers' Accounting for
Postretirement Benefits Other Than Pensions"), appearing in and incorporated by
reference in the Annual Report on Form 10-K of Molex Incorporated and its
subsidiaries for the year ended June 30, 1994 and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
Chicago, Illinois
February 10, 1995
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement on Form S-3 and related
Prospectus of Molex Incorporated for the registration of Molex Incorporated
Class A Common Stock and to the incorporation by reference therein of our
report dated July 31, 1992, with respect to the financial statements and
schedules of the Domestic Component of Molex Incorporated included in the Molex
Incorporated Annual Report (Form 10-K) for the year ended June 30, 1994, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
February 10, 1995
