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As filed with the Securities and Exchange Commission on
October 15, 1996 Reg. No. 33-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
MOLEX INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2369491
(State of Incorporation) (I.R.S. Employer Identification No.)
2222 Wellington Court, Lisle, Illinois 60532
(Address and Zip Code of Principal Executive Offices)
____________
THE MOLEX INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
____________
L.A. Hecht, Secretary and General Counsel
Molex Incorporated
2222 Wellington Court
Lisle, Illinois 60532
(630) 969-4550
(Name, Address, and Telephone Number of Agent For Service)
______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Amount Proposed Maximum Proposed Maximum
Title of Securities to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share (1)(2) Price (1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.05 per share 265,625 shares $ 37.00 $ 9,828,125.00 $ 2,979
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1993, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(1) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average of
the high and low prices reported for the Registrant's common stock on the
NASDAQ Stock Market on October 11, 1996.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
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EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission
(the "Commission"), this Registration Statement omits the information
specified in Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Molex Incorporated
(the "Company") are incorporated in this Registration Statement on Form S-8
(the "Registration Statement") by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996 ("1996 Form 10-K").
(b) The description of the Company's common stock, par value $.05
per share (the "Common Stock") in the final prospectus forming a part
of the Company's Registration Statement on Form S-3 (Reg. No. 3357613)
filed with the Commission under the Securities Act of 1933, as amended
(the "Securities Act") on February 7, 1995, as amended by Amendment
No. 1 thereto filed with the Commission on February 16, 1995 (as
amended, the "S-3 Registration Statement").
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
sold or which deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
______________________________
The consolidated financial statements and schedules included and
incorporated by reference in the Company's 1996 Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as set forth in their reports
thereon, and are incorporated herein by reference. Such consolidated financial
statements are incorporated by reference herein in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.
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 ("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 or 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, 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 reasonable believed to be or 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 shareholders 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 (i) 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
involved intentional misconduct or a knowing 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.
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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 of 1933.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8: EXHIBITS
4.1 Restated Certificate of Incorporation of the Company
(Exhibit 3.1 to Company's Form 10-K for the year ended
June 30, 1990)*
4.2 By-Laws of the Company restated and amended April 26, 1991
(Exhibit 4.2 to the Company's Form 10-K for the year ended
June 30, 1995)*
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included in signature page hereto)
___________________
* Incorporated by reference.
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (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;
(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
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
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(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) Incorporation of Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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.
(h) Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 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 and will be governed by the final
adjudication of such issue.
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<PAGE> 7
SIGNATURES
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 Lisle, State of Illinois, on October 14, 1996.
MOLEX INCORPORATED
By:
_________________________________
Frederick A. Krehbiel
Chairman and Chief Executive
Officer (Principal Executive
Officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Frederick A. Krehbiel and John H. Krehbiel, Jr. and each of them his
true and lawful attorneys-in-fact, with full powers of substitution and
resubstitution, for his and in his name, place and stead, in any and all
capacities, to sign any or all amendments, including any pre- or post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact or their substitutes, each acting alone, 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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ F.A. Krehbiel Chairman and Chief Executive Officer October 14, 1996
------------------------------ (Principal Executive Officer)
F.A. Krehbiel
/s/ J.H. Krehbiel, Jr. Director October 14, 1996
------------------------------
J.H. Krehbiel, Jr.
/s/ Robert E. Mahoney Vice President, Treasurer and Chief Financial
------------------------------ Officer (Principal Financial Officer and
Robert E. Mahoney Principal Accounting Officer)
Director
-----------------------------
Robert J. Potter
/s/ Edgar D. Jannotta Director October 14, 1996
----------------------------
Edgar D. Jannotta
/s/ F.L. Krehbiel Director October 14, 1996
---------------------------
F.L. Krehbiel
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Donald G. Lubin Director October 14, 1996
-------------------------------
Donald G. Lubin
Director
-------------------------------
Masahisa Naitoh
/s/ Michael J. Birck Director October 14, 1996
--------------------------------
Michael J. Birck
Director
--------------------------------
Lewis E. Platt
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the
committee that administers The Molex Incorporated Employee Stock Purchase Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lisle, State of
Illinois, on October 14, 1996.
THE MOLEX INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
By: _____________________________________________
Frederick A. Krehbiel, Committee Member
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statement of Molex Incorporated on Form S-8 of our reports dated July 25, 1996,
appearing in and incorporated by reference in The Annual Report on Form 10-K
for the year ended June 30, 1996 and to the reference to us under the heading
"Item 3: Incorporation of Documents by Reference" in this Registration
Statement.
Deloitte & Touche LLP
Chicago, Illinois
October 15, 1996
