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As filed with the Securities and Exchange Commission on October 20, 1997
Reg. No. 333-_______
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 1990 MOLEX INCORPORATED
STOCK OPTION 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 Aggregate Offering Amount of
to be Registered Registered Per Share (1) Price (1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par
value $.05 per
share 737,891 shares $45.4375 $33,527,922.31 $10,160
</TABLE>
(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 15, 1997. Estimated solely for the purpose
of calculating the registration fee in accordance with Rule 457 under the
Securities Act of 1933, as amended.
<PAGE> 2
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, 1997 ("1997 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.
33-57613) 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 1997 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
The legality of the Common Stock offered pursuant to this Registration
Statement will be passed upon for the Company by Louis Hecht, Secretary and
General Counsel of the Company. Mr. Hecht beneficially owns less than 1% of
the Company's outstanding Common Stock.
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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
<TABLE>
<S> <C>
4.1 Restated Certificate of Incorporation of the Company
(Exhibit 3.1 to Company's Form 10-K for the year
ended June 30, 1997)*/
4.2 By-Laws of the Company restated and amended as of
July 29, 1995 (Exhibit 4.2 to the Company's Form 10-K
for the year ended June 30, 1995)*/
5.1 Opinion of Louis Hecht
23.1 Consent of Louis Hecht (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included in signature page hereto)
</TABLE>
______________
*/ 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;
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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.
(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 Village of Lisle, State of Illinois, on October 20, 1997.
MOLEX INCORPORATED
By: s/ Frederick A. Krehbiel
---------------------------
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/ Frederick A. Krehbiel Chairman and Chief Executive October 20, 1997
- ----------------------- Officer (Principal Executive
Frederick A. Krehbiel Officer)
s/ John H. Krehbiel, Jr. Director October 20, 1997
- -----------------------
John H. Krehbiel, Jr.
s/ Robert B. Mahoney Vice President, Treasurer and Chief
- ----------------------- Financial Officer (Principal
Robert B. Mahoney Financial Officer and Principal
Accounting Officer)
- ----------------------- Director
Robert J. Potter
s/ Edgar D. Jannotta Director October 20, 1997
- -----------------------
Edgar D. Jannotta
s/ Fred L. Krehbiel Director October 20, 1997
- -----------------------
Fred L. Krehbiel
</TABLE>
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<TABLE>
<S> <C> <C>
s/ Donald G. Lubin Director October 20, 1997
- -----------------------
Donald G. Lubin
- ----------------------- Director
Masahisa Naitoh
s/ Michael J. Birck
- ----------------------- Director October 20, 1997
Michael J. Birck
- ----------------------- Director
Douglas K. Carnahan
</TABLE>
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EXHIBIT 5.1
October 20, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Ladies and Gentlemen:
A Registration Statement on Form S-8 (the "REGISTRATION STATEMENT") is
being filed on or about the date of this letter with the Securities and
Exchange Commission to register shares of common stock, par value $.05 per
share (the "SHARES"), of Molex Incorporated (the "COMPANY") which may from time
to time be offered by the Company in connection with The 1990 Molex
Incorporated Stock Option Plan (the "PLAN"). This opinion is delivered in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act of 1933, as amended.
I am Secretary and General Counsel of Molex Incorporated and have acted as
counsel to the Company in connection with the Registration Statement. In
rendering this opinion, I have examined and am familiar with originals or
copies, certified or otherwise identified to my satisfaction, of the corporate
records of the Company, including its Restated Certificate of Incorporation,
its Amended and Restated By-Laws, and minutes of directors' and stockholders'
meetings, and such other documents (including the Plan) which I have deemed
relevant or necessary as the basis for the opinion as hereinafter set forth. I
have assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified
or photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to the opinion expressed herein, I have
relied upon oral or written statements and representations of officers and
other representatives of the Company and others.
Based upon and subject to the foregoing, it is my opinion that the Shares
will be originally issued under the Plan have been duly authorized and, when
issued pursuant to, and in accordance with the Plan will be validly issued,
fully paid and non-assessable.
I consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MOLEX INCORPORATED
Louis A. Hecht
Secretary & General Counsel
LAH/tej
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Molex Incorporated on Form S-8 of our reports dated July 22, 1997, appearing
in and incorporated by reference in the Annual Report on Form 10-K of Molex
Incorporated for the year ended June 30, 1997 and to the reference to us under
the heading "Item 3: Incorporation of Documents by Reference" which is part of
this registration statement.
DELOITTE & TOUCHE LLP
Chicago, Illinois
October 16, 1997
