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As filed with the Securities and Exchange Commission on December 7, 1998
Reg. No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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THE 1998 MOLEX INCORPORATED
STOCK OPTION PLAN
(Full Title of the Plan)
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Louis 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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
PER SHARE (1) PRICE (1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.05 per share 10,000,000 shares $ 32.00 $320,000,000.00 $ 88,960.00
====================================================================================================================
</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 November 30, 1998. 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
DOCUMENTS FILED WITH THE COMMISSION
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, 1998 ("1998 FORM 10-K").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of The
Securities Exchange Act of 1934 (the "EXCHANGE ACT") since the end of
the fiscal year covered by the annual report on Form 10-K referred to
in (a) above.
(c) The description of the Company's Class A common stock, par value $.05
per share (the "CLASS A 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.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this Registration Statement by reference from the
Company's Annual Report on Form 10-K for the year ended JUNE 30, 1998 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority 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
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 3.2 to the Company's Form 10-K for the year ended June 30,
1995)*/
5.1 Opinion of Louis A. Hecht
23.1 Consent of Louis A. Hecht (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included in signature page hereto)
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*/ 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
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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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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 DECEMBER 7, 1998.
MOLEX INCORPORATED
By: /s/ Frederick A. Krehbiel
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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
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<S> <C> <C>
s/ Frederick A. Krehbiel Chairman and Chief Executive Officer (Principal December 7, 1998
------------------------------- Executive Officer)
Frederick A. Krehbiel
s/ John H. Krehbiel, Jr. Director December 7, 1998
-------------------------------
John H. Krehbiel, Jr.
s/ Robert B. Mahoney Vice President, Treasurer and Chief Financial December 7, 1998
------------------------------- Officer (Principal Financial Officer and
Robert B. Mahoney Principal Accounting Officer)
Director
-------------------------------
Robert J. Potter
s/ Edgar D. Jannotta Director December 7, 1998
-------------------------------
Edgar D. Jannotta
s/ Fred L. Krehbiel Director December 7, 1998
-------------------------------
Fred L. Krehbiel
</TABLE>
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<TABLE>
<S> <C> <C>
s/ Donald G. Lubin Director December 7, 1998
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Donald G. Lubin
Director
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Masahisa Naitoh
s/ Michael J. Birck Director December 7, 1998
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Michael J. Birck
Director
-------------------------------
Douglas K. Carnahan
</TABLE>
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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5.1 Opinion of Louis A. Hecht
23.1 Consent of Louis A. Hecht (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
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EXHIBIT 5.1
December 7, 1998
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 Class A 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 1998 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
that 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
/s/ Louis A. Hecht
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Louis A. Hecht
Secretary & General Counsel
LAH/cah
<PAGE> 1
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, 1998,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Molex Incorporated for the year ended JUNE 30, 1998, and to the reference to us
under the heading "EXPERTS" in Item 3 of this Registration Statement.
DELOITTE & TOUCHE LLP
Chicago, Illinois
DECEMBER 7, 1998
