As filed with the Securities and Exchange Commission on September 25, 1998
Registration No. 333-64447
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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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LITTELFUSE, INC.
(Exact name of issuer as specified in its charter)
Delaware 36-3795742
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 East Northwest Highway
Des Plaines, Illinois 60016
(Address of principal executive offices) (Zip Code)
1993 STOCK PLAN FOR EMPLOYEES
AND DIRECTORS OF LITTELFUSE, INC.
(Full title of the plan)
Howard B. Witt Copies of Communications to:
Chairman, President Jonathan A. Koff
and Chief Executive Officer Chapman and Cutler
800 East Northwest Highway 111 West Monroe Street
Des Plaines, Illinois 60016 Chicago, Illinois 60603
(847) 824-1188 (312) 845-3000
(Name, address and telephone
number of agent for service)
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share(2) __price__ ___fee____
Common Stock
$.01 par value 600,000 Shares $18.25 $10,950,000 $3,230.25
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<FN>
(1) Pursuant to Rule 416, this Registration Statement also covers an
indeterminate number of shares as may be issued as a result of the anti-dilution
provisions of the Plan.
(2) Pursuant to Rule 457(c) and (h), the proposed maximum offering price per
share and maximum aggregate offering price and amount of registration fee are
calculated based upon a price per share of $18.25, the average of the high and
low price for the shares of Littelfuse, Inc. Common Stock as reported by the
Nasdaq Stock Market National Market System on September 21, 1998, a date within
five business days prior to the date of filing the Registration Statement.
</FN>
</TABLE>
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II-5
EXPLANATORY NOTE
This Registration Statement is being filed by Littelfuse, Inc. (the
"Company"), pursuant to General Instruction E to Form S-8, with respect to the
registration of additional securities of the same class as other securities for
which the Company's Registration Statement on Form S-8 (Registration No.
33-64447) relating to the 1993 Stock Plan for Employees and Directors of
Littelfuse, Inc. (the "1993 Stock Plan") was filed with the Securities and
Exchange Commission (the "Commission") on June 15, 1993, and which is
incorporated herein by reference. On May 1, 1998, the stockholders of the
Company approved an increase in the maximum aggregate number of shares of Common
Stock of the Company as to which awards of options, restricted shares, units or
rights may be made from time to time under the 1993 Stock Plan from 1,200,000
shares to 1,800,000 shares. The additional 600,000 shares are being registered
under this Registration Statement.
In accordance with the Note to Part I of Form S-8, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement.
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents which have been filed with the Securities and
Exchange Commission by the Company pursuant to the Securities Exchange Act of
1934 ("1934 Act") are incorporated herein by reference:
(a) The Company's Registration Statement on Form S-8 (Registration No.
33-64447).
(b) The Company's Annual Report on Form 10-K for the fiscal year ended
January 3, 1998 (1934 Act File No. 0-20388).
(c) The Company's Quarterly Report on Form 10-Q for the quarterly periods
ended April 4, 1998, and July 4, 1998 (1934 Act File No. 0-20388).
(d) All other reports filed pursuant to Sections 13(a) or 15(d) of the
1934 Act since January 3, 1998 (1934 Act File No. 0-20388).
(e) The description of the Company's Common Stock which is contained in
the Form 10: General Form for Registration of Securities pursuant to
Section 12(b) or (g) of the 1934 Act filed with the Commission on July
7, 1992 (1934 Act File No. 0-20388).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing such documents.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law gives Delaware
corporations the power to indemnify present and former officers and directors
under certain circumstances. The Certificate of Incorporation of the Company
provides for indemnification by the Company of certain persons (including
officers and directors) in connection with any action, suit or proceeding
brought or threatened against such person by reason of his position with the
Company or service at the request of the Company. The Certificate of
Incorporation further provides that indemnification shall not be exclusive of
any rights to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
In addition, the Company maintains a directors' and officers' liability
insurance policy to insure its liability under the above-described provision of
its Certificate of Incorporation and to insure its individual directors and
officers certain obligations not covered by such provisions.
Item 8. Exhibits
The following exhibits are submitted herewith or incorporated by
reference herein.
EXHIBIT
NUMBER DESCRIPTION
4.1 1993 Stock Plan for Employees and Directors of Littelfuse, Inc.,
as amended
4.2 Certificate of Incorporation of Littelfuse, Inc.
4.3 By-laws of Littelfuse, Inc.
4.4 Specimen Common Stock certificate
5.1 Opinion of Chapman and Cutler
24.1 Consent of Chapman and Cutler (included in Exhibit 5.1)
24.2 Consent of Independent auditors
25.1 Power of Attorney (set forth on page II-4 of this Registration
Statement)
Item 9. Undertakings
(a) 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the
purpose 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) 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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the 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
Securities Act of 1933 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
registrant 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 Des Plaines, State of Illinois, on September 22,
1998.
LITTELFUSE, INC.
By: //Howard B. Witt//
Howard B. Witt,
Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Howard B. Witt and James F. Brace and each of them, his true and lawful
attorneys-in-fact and agents, with full power and substitution and
resubstitution for him or her in his or her name, place and stead, in any and
all capacities to sign any and all pre-effective and/or post-effective
amendments to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 22, 1998.
SIGNATURE TITLE
//Howard B. Witt// Chairman, President
Howard B. Witt and Chief Executive Officer
(Principal executive officer)
//James F. Brace// Vice President, Treasurer
James F. Brace and Chief Financial Officer
(Principal financial and
accounting officer)
//John P. Driscoll// Director
John P. Driscoll
//Anthony Grillo// Director
Anthony Grillo
//Bruce A. Karsh// Director
Bruce A. Karsh
//John E. Major// Director
John E. Major
//John J. Nevin// Director
John J. Nevin
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<TABLE>
E-1
<S> <C> <C>
EXHIBIT PAGE NUMBER IN
NUMBER DESCRIPTION SEQUENTIAL
NUMBERING SYSTEM
4.1 1993 Stock Plan for Employees and Directors of Littelfuse,
Inc., as amended (filed as Exhibit 10.1 to the Company's Form
10-Q for the quarterly period ended July 4, 1998 (1934 Act
File No. 0-20388), and incorporated herein by reference)
4.2 Certificate of Incorporation of Littelfuse, Inc. (filed as Exhibit 3.1 to
the Company's Form 10 Registration Statement (1934 Act File No. 0-20388),
and incorporated herein by reference)................................
4.3 By-laws of Littelfuse, Inc. (filed as Exhibit 3.2 to the Company's
Form 10-K for the fiscal year ended January 3, 1998 (1934 Act File No.
0-20388), and incorporated herein by reference)......................
4.4 Specimen Common Stock certificate (filed as Exhibit 4.6 to
the Company's Form 10: General Form for Registration of
Securities pursuant to Section 12(b) or (g) of the 1934 Act
filed with the Commission on July 7, 1992 (1934 Act File No.
0-20388), and incorporated herein by reference)
5.1 Opinion of Chapman and Cutler........................................
24.1 Consent of Chapman and Cutler (included in Exhibit 5.1)
24.2 Consent of Independent Auditors......................................
25.1 Power of Attorney (set forth on page II-4 of this Registration
Statement)
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-2-
EXHIBIT 5.1
September 22, 1998
Littelfuse, Inc.
800 East Northwest Highway
Des Plaines, Illinois 60016
Re: Littelfuse, Inc.
Form S-8 Registration Statement
(1934 Act File No. 0-20388)
Gentlemen:
We have acted as special counsel for Littelfuse, Inc. ("Littelfuse"),
in connection with the registration statement on Form S-8 (the "Registration
Statement") of Littelfuse which is being filed with the Securities and Exchange
Commission on September 25, 1998, covering up to 600,000 shares of Littelfuse's
Common Stock, $.01 par value (the "Common Stock"), issuable upon the exercise of
options granted to participants under the 1993 Stock Plan for Employees and
Directors of Littelfuse, Inc. (the "Stock Plan").
As such counsel, we have examined the Certificate of Incorporation and
By-laws of Littelfuse, the Stock Plan, the Registration Statement and such other
corporate documents and records and have made such other inquiries as we have
deemed necessary or advisable in order to enable us to render the opinions
hereinafter set forth.
The Stock Plan provides that shares of Common Stock issuable upon the
exercise of options granted to participants under the Stock Plan may be
authorized but unissued shares of Common Stock or issued shares of Common Stock
reacquired by Littelfuse.
Based on the foregoing, we are of the opinion that when authorized but
unissued shares of Common Stock issuable upon the exercise of options granted to
participants under the Stock Plan have been issued, sold and delivered pursuant
to and as provided by the Stock Plan, such shares of Common Stock will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/S/ CHAPMAN AND CUTLER
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[GRAPHIC OMITTED]
EXHIBIT 24.2
CONSENT OF INDEPENDENT AUDITORS
Littelfuse, Inc.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the 1993 Stock Plan for Employees and Directors of
Littelfuse, Inc. of our report dated January 23, 1998, with respect to the
consolidated financial statements and schedules of Littelfuse, Inc. and
subsidiaries included in its Annual Report (Form 10-K) for the fiscal year ended
January 3, 1998, filed with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Chicago, Illinois
September 23, 1998
