As filed with the Securities and Exchange Commission on December 8, 2003
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 2000 MOLEX INCORPORATED
LONG-TERM STOCK PLAN
(Full Title of the Plan)
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)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum
to be Registered Registered (1) Offering Price Aggregate Offering Amount of
Per Share (2) Price (2) Registration Fee
Class A Common Stock,
par value $.05 per share 3,000,000 shares $32.36 $97,080,000.00 $7,853.77
(1) Pursuant to Rule 416(a), this registration Statement also covers such
indeterminable number of additional shares of Class A Common Stock as
may be issued pursuant to the anti-dilution provisions of the 2000 Molex
Incorporated Long-Term Stock Plan.
(2) 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 National Market on December 4, 2003. Estimated solely for the
purpose of calculating the registration fee in accordance with Rule 457
under the Securities Act of 1933, as amended.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement on Form S-8 (File No. 333-55700) filed with the
Securities and Exchange Commission (the "Commission") on February 15, 2001 are
hereby incorporated by reference.
EXPLANATORY NOTE
Molex Incorporated (the "Company") has prepared this registration
statement (this "Registration Statement") in accordance with the requirements
of Form S-8 under the Securities Act of 1933, as amended (the "Securities Act")
to register 3,000,000 additional shares of Class A common stock, par value $.05
per share (the "Common Stock") that may be issued upon exercise of options
granted or bonuses awarded under The 2000 Molex Incorporated Long-Term Stock
Plan, as amended (the "Plan").
INFORMATION NOT IN EARLIER REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
Documents Filed With the Commission
The following documents filed with the Commission by the Company are
incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2003 ("2003 Form 10-K") filed with the Commission on
September 25, 2003 (File No. 0-7491).
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003 filed with the Commission on November 13, 2003
(File No. 0-7491).
(c) All other reports filed pursuant to Section 13(a) or 15(d) of The
Securities Exchange Act of 1934, as amended, (the "Exchange Act")
since the end of the fiscal year covered by the annual report on
Form 10-K referred to in (a) above.
(d) The description of the Company's Class A 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 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. Any
statement contained in a document incorporated by reference or deemed to be
incorporated by reference in this Registration Statement will be deemed to be
modified or superceded for purposes of this Registration Statement 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
modified or supercedes such statement. Any such statement so modified or
superceded shall not be deemed, except as so modified or superceded, to
constitute a part of this Registration Statement.
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 8, 2003.
MOLEX INCORPORATED
By: s/ J. Joseph King
_____________________
J. Joseph King
Vice Chairman & Chief Executive Officer (Principal 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.
Signature Title Date
_________ _____ ____
s/ Frederick A. Krehbiel * Co-Chairman December 8, 2003
________________________
Frederick A. Krehbiel
s/ Frederick A. Krehbiel * Co-Chairman December 8, 2003
_______________________
John H. Krehbiel, Jr.
s/ J. Joseph King * Vice Chairman & Chief Executive December 8, 2003
_________________ Officer (Principal Executive Officer)
J. Joseph King
s/ Robert B. Mahoney * Executive Vice President, December 8, 2003
____________________ Treasurer and Chief Financial Officer
Robert B. Mahoney (Principal Financial Officer and
Principal Accounting Officer)
s/ Frederick A. Krehbiel * Director December 8, 2003
________________________
Robert J. Potter
s/ Frederick A. Krehbiel * Director December 8, 2003
________________________
Edgar D. Jannotta
s/ Frederick A. Krehbiel * Director December 8, 2003
________________________
Fred L. Krehbiel
s/ Frederick A. Krehbiel * Director December 8, 2003
________________________
Donald G. Lubin
s/ Frederick A. Krehbiel * Director December 8, 2003
________________________
Masahisa Naitoh
s/ Frederick A. Krehbiel * Director December 8, 2003
________________________
Michael J. Birck
s/ Frederick A. Krehbiel * Director December 8, 2003
________________________
Douglas K. Carnahan
s/ Frederick A. Krehbiel * Director December 8, 2003
________________________
Martin P. Slark
s/ Frederick A. Krehbiel * Director December 8, 2003
________________________
Joe W. Laymon
s/ Frederick A. Krehbiel * Director December 8, 2003
________________________
Michelle L. Collins
* Pursuant to Power of Attorney (See Exhibit 24.1).
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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
EXHIBIT 5.1
LOUIS A. HECHT
SECRETARY & GENERAL COUNSEL
DIRECT PHONE NO.: (630) 527-4480
FACSIMILE NO.: (630) 416-4962
E-MAIL: Louis.Hecht@molex.com
December 8, 2003
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 3,000,000 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
2000 Molex Incorporated Long-Term Stock 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 (a) the
Shares have been duly authorized by all necessary corporate action on the
part of the Company and (b) upon (i) payment for and delivery of the Shares as
contemplated by the Registration Statement and the Plan (including any option
agreements governing the terms of exercise of options granted pursuant to the
Plan), (ii) the countersigning of any certificates representing the Shares by
a duly authorized signatory of the registrar for the Common Stock and (iii) the
Registration Statement becoming effective under the Securities Act of 1933, the
Shares will be validly issued, fully paid and non-assessable.
I consent to the inclusion of this opinion as an exhibit to the
Registration Statement. I also consent to the reference to me under the
caption "Legal Matters" in the prospectus contained in the Registration
Statement. I do not, in giving such consent, admit that I am within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission.
Very truly yours,
MOLEX INCORPORATED
s/ Louis A. Hecht
LAH/cah
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 21, 2003,
appearing in the Annual Report on Form 10-K of Molex Incorporated for the year
ended June 30, 2003.
DELOITTE & TOUCHE LLP
Chicago, Illinois
December 8, 2003
EXHIBIT 24.1
POWERS OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Frederick A. Krehbiel, John H. Krehbiel, Jr. and J. Joseph King and each of
them individually his/her true and lawful attorneys-in-fact, with full powers
of substitution and resubstitution, for his/her 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.
Signature Title Date
s/ Frederick A. Krehbiel Co-Chairman November 25, 2003
________________________
Frederick A. Krehbiel
s/ John H. Krehbiel, Jr. Co-Chairman November 25, 2003
_______________________
John H. Krehbiel, Jr.
s/ J. Joseph King Vice Chairman & Chief Executive November 25, 2003
_________________ Officer (Principal Executive Officer)
J. Joseph King
s/ Robert B. Mahoney Executive Vice President, November 25, 2003
____________________ Treasurer and Chief Financial Officer
Robert B. Mahoney (Principal Financial Officer and
Principal Accounting Officer)
s/ Robert J. Potter Director November 16, 2003
___________________
Robert J. Potter
s/ Edgar D. Jannotta Director November 12, 2003
____________________
Edgar D. Jannotta
s/ Fred L. Krehbiel Director November 25, 2003
___________________
Fred L. Krehbiel
s/ Donald G. Lubin Director November 12, 2003
__________________
Donald G. Lubin
s/ Masahisa Naitoh Director November 16, 2003
__________________
Masahisa Naitoh
s/ Michael J. Birck Director November 11, 2003
___________________
Michael J. Birck
s/ Douglas K. Carnahan Director November 16, 2003
______________________
Douglas K. Carnahan
s/ Martin P. Slark Director November 25, 2003
__________________
Martin P. Slark
s/ Joe W. Laymon Director November 11, 2003
________________
Joe W. Laymon
s/ Michelle L. Collins Director November 23, 2003
______________________
Michelle L. Collins