UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 13, 2004
________________________________________________
Date of Report (Date of earliest event reported)
Molex Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 0-7491 36-2369491
_________________ ____________ ______________
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
of incorporation) No.)
2222 Wellington Court, Lisle, Illinois 60532
________________________________________ __________
(Address of principal executive offices) (Zip Code)
(630) 969-4550
____________________________________________________
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
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As a result of the previously-announced resignation of
Deloitte & Touche LLP ("Deloitte"), Molex's former independent
auditor, on November 13, 2004, the unaudited financial statements
for the fiscal quarter ended September 30, 2004 included in
Molex's Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 15, 2004 were not reviewed by
an independent public accountant under Statement of Auditing
Standards No. 100 "Interim Financial Information" as is required
by SEC requirements. As disclosed in such Form 10-Q filing, the
Nasdaq Stock Market, Inc. ("Nasdaq") views the Company as
delinquent in its filing obligations in these circumstances. As
previously disclosed, Molex plans to file an amendment to its
Form 10-Q for the fiscal quarter ended September 30, 2004
promptly after the SAS 100 review of the unaudited financial
statements for that quarter has been completed by new independent
auditors. Filing the planned amendment to the Form 10-Q after
the SAS 100 review of the interim financial statements has been
completed would make Molex current in its SEC filing obligations
and in compliance with the applicable Nasdaq continued listing
requirement.
On November 15, 2004, Molex received a letter from the
Nasdaq staff indicating that Molex is not in compliance with
Nasdaq Marketplace Rule 4310(c)(14), which requires Molex to file
with the Nasdaq Stock Market, Inc. copies of all reports filed or
required to be filed with the SEC, and the Company's securities
are, therefore, subject to delisting from The Nasdaq National
Market. Nasdaq has modified and appended an "E" to the trading
symbols for Molex common stock (MOLXE) and Class A common stock
(MOLAE) which will remain until Molex has remedied this non-
compliance. As permitted by the November 15, 2004 letter from
Nasdaq and Nasdaq rules, Molex will request a hearing before a
Nasdaq Listing Qualifications Panel to review the determination
of the Nasdaq staff described above. Molex also expects to
request an extension sufficient to allow a successor independent
registered public accounting firm to complete its review of the
unaudited financial statements for the fiscal quarter ended
September 30, 2004 and for Molex to file an amended Form 10-Q for
that quarter with the SEC. There can be no assurance the Panel
will grant the Company's request for such an extension of time.
Item 4.01 Changes in Registrant's Certifying Accountant.
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On November 13, 2004, Deloitte & Touche LLP, the independent
registered public accounting firm engaged to audit Molex's
consolidated financial statements, resigned effective as of such
date.
The Audit Committee of Molex's Board of Directors did not
recommend, nor was it asked to approve, Deloitte's resignation.
As of the filing hereof on November 18, 2004, the Audit Committee
had commenced the process of identifying and engaging a new
independent registered public accounting firm, but has not
engaged a new independent registered public accounting firm for
Molex.
The reports of Deloitte on Molex's consolidated financial
statements for the years ended June 30, 2003 and 2004 did not
contain an adverse opinion or a disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or
accounting principles, except as described in the following
sentence. The report of Deloitte on Molex's consolidated
financial statements for the year ended June 30, 2004 indicated
that, as described in Note 3 to such consolidated financial
statements, the consolidated statement of cash flows for the year
ended June 30, 2003 had been restated.
There were no "reportable events" as that term is described
in Item 304(a)(1)(v) of Regulation S-K during the fiscal years
ended June 30, 2003 and 2004, or during the subsequent interim
period through November 13, 2004, except as described in the
following seven paragraphs.
As disclosed in Molex's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2004, included in the
results for the three months ended September 30, 2004 is a charge
of $8.0 million ($5.8 million after-tax or $0.03 per share), of
which $3.0 million ($2.2 million after-tax) related to fiscal
2004. This adjustment related to the omission of certain
intercompany inventory in the Company's calculation of profit-in-
inventory (PII) elimination. The Company has concluded that the
amounts related to fiscal 2004 and prior years are not material,
both individually and in the aggregate, to the trends of the
financial statements for those periods affected, and to a fair
presentation of the Company's results of operations and financial
statements. Accordingly, results for fiscal 2004 and prior years
have not been restated. Also included in the results for the
three months ended September 30, 2004 is a reversal of a prior
year insurance accrual of $2.7 million ($2.0 million after-tax),
which was no longer required, and a reduction in inventory
allowance of $1.5 million ($1.1 million after-tax).
In mid-July, 2004, Molex's Corporate Finance Group
identified an issue with the "in-transit" intercompany inventory
in the calculation of profit-in-inventory elimination. On July
21, 2004, Molex's Vice President, Treasurer and Chief Financial
Officer brought this matter to the attention of other members of
senior management including Molex's Vice Chairman and Chief
Executive Officer. Molex management determined to further
investigate including to determine how this situation occurred,
an estimate of the amounts involved, and to review all inventory
allowances to ensure that overall inventories were accounted for
appropriately. Molex management concluded, based on the
preliminary available estimates of the potential magnitude known
at that time, that the amounts related to fiscal 2004 and prior
years would not be material, either individually or in the
aggregate, to the trends of the financial statements for those
periods affected, and to a fair presentation of Molex's results
of operations and financial statements. Molex subsequently
issued a press release announcing its results of operations for
the fiscal fourth quarter and year ended June 30, 2004 on July
27, 2004. On September 10, 2004, a representation letter dated
August 20, 2004 was signed by Molex's Vice Chairman and Chief
Executive Officer and its Vice President, Treasurer and Chief
Financial Officer and delivered to Deloitte in connection with
the audit of Molex's financial statements as of and for the year
ended June 30, 2004 and the filing of Molex's Annual Report on
Form 10-K on September 10, 2004.
Molex's fiscal first quarter ended on September 30, 2004.
As part of the quarter-end close process, Molex reviewed the PII
issue and initially recorded only a portion of the estimated
adjustment attributable to prior years, as the full analysis of
all inventory allowances was not complete. At a scheduled
meeting on October 15, 2004, management discussed with Deloitte
the nature, estimated amount and proposed accounting treatment of
the PII omission as it related to prior years. During this
meeting, management also discussed with Deloitte an issue which
had been identified relating to the treatment of components in
Molex's calculations of slow and excess inventory allowance as
well as the status of the self-insurance reserve. At a meeting
of the Audit Committee on October 19, 2004 to discuss the fiscal
first quarter results attended by representatives of Molex and
Deloitte, Molex's Vice President, Treasurer and Chief Financial
Officer and Deloitte discussed with the Audit Committee the
omission with respect to PII as well as other items including the
reversal of a prior year insurance accrual and the status of the
Company's analysis of other inventory allowances. Molex and
Deloitte agreed as to the estimated amount of the adjustment with
respect to PII, but disagreed regarding Molex's proposed
accounting treatment. Deloitte informed Molex that the entire
estimated PII impact should be recorded in the fiscal quarter
ended September 30, 2004. The Audit Committee asked management
and Deloitte to work jointly to determine the appropriate
accounting treatment, and after further discussions, the entire
estimated PII impact was recorded in the fiscal first quarter
ended September 30, 2004. Molex issued a press release
announcing its results of operations for the fiscal first quarter
on October 20, 2004. At a meeting of the Audit Committee on
October 21, 2004, the resolution of the PII adjustment was
discussed as well as the adjustment recorded by Molex for the
reduction in inventory allowance. The Audit Committee Chairman
provided reports of the October 19 and 21 meetings of the Audit
Committee to the full Board of Directors on October 22, 2004.
On October 21, 2004, in response to a question from
Deloitte, Molex's Vice President, Treasurer and Chief Financial
Officer confirmed that she was aware of the potential for a PII
adjustment prior to delivery of the representation letter on
September 10, 2004. On October 27, 2004, Deloitte for the first
time expressed to the Audit Committee that the omission with
respect to PII described above should have been disclosed in the
representation letter dated August 20, 2004 signed by Molex's
Vice Chairman and Chief Executive Officer and Vice President,
Treasurer and Chief Financial Officer and delivered to Deloitte
on September 10, 2004. Molex's Vice Chairman and Chief Executive
Officer and Vice President, Treasurer and Chief Financial Officer
did not believe that the matter was required to be addressed in
that letter. Deloitte also suggested that the Audit Committee
inquire as to the circumstances surrounding this matter.
The Audit Committee, with the assistance of independent
legal and accounting advisors, conducted an inquiry into the
omission and related matters. The Audit Committee concluded that
it concurs with management's recommendations as to the accounting
treatment for such omission and no additional adjustments were
identified as a result of this inquiry. The Audit Committee also
concluded that no one deliberately withheld information regarding
the PII issue from Deloitte with the intent of affecting Molex's
financial statements. The Audit Committee presented the findings
of the inquiry to Deloitte. Deloitte requested additional
information relating to this matter, including factual
discrepancies regarding written materials and recollections of
relevant parties. The Audit Committee made further inquiries and
provided Deloitte with additional information in response to its
requests.
Molex filed a Form 12b-25 with the Commission on November
10, 2004 that extended the filing deadline of the Form 10-Q for
the fiscal quarter ended September 30, 2004 until November 15,
2004. The Molex Board of Directors on November 10 named Robert
Mahoney, an Executive Vice President and former Chief Financial
Officer of Molex, as the Acting Chief Financial Officer, and
reassigned the prior Vice President, Treasurer and Chief
Financial Officer to the position of Vice President and
Treasurer. The Board's action was in response to Deloitte having
advised Molex that, because of its view that this matter should
have been disclosed in the representation letter dated August 20,
2004 delivered to Deloitte on September 10, 2004, Deloitte would
require representations and certifications from a new principal
accounting and financial officer in connection with Molex's
future filings with the Securities and Exchange Commission
containing financial statements, including the Form 10-Q for the
fiscal quarter ended September 30, 2004. Deloitte further
advised Molex that it was considering whether it would require
representations and certifications from a new principal executive
officer in connection with Molex's future SEC filings.
After further discussions among Molex, Deloitte and the
Audit Committee, Deloitte advised Molex on November 13, 2004 that
Deloitte was unwilling to continue to rely on the representations
of Molex's Vice Chairman and Chief Executive Officer and Vice
President, Treasurer and (former) Chief Financial Officer who had
signed the representation letter dated August 20, 2004. Deloitte
further advised Molex that Deloitte was willing to complete its
review of Molex's unaudited financial statements for the fiscal
quarter ended September 30, 2004 to be included in Molex's Form
10-Q for that fiscal quarter, but subject to a new condition.
This newly-imposed condition was that Molex's Vice Chairman and
Chief Executive Officer and Vice President, Treasurer and
(former) Chief Financial Officer no longer serve as officers of
Molex or in management roles where they have any significant
responsibilities for the maintenance of Molex's books and
records, preparation of Molex's financial statements, or are an
integral part of the Company's underlying system of internal
accounting controls. Molex's Audit Committee and Board of
Directors each unanimously rejected this condition imposed by
Deloitte. Following the communication of Molex's position,
representatives of Deloitte advised Molex on November 13, 2004
that Deloitte was resigning as Molex's independent auditors
effective immediately.
In connection with the audits of Molex's consolidated
financial statements for the years ended June 30, 2003 and 2004,
and during the subsequent interim period through November 13,
2004, there were no disagreements between Molex and Deloitte on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if
not resolved to the satisfaction of Deloitte, would have caused
Deloitte to make reference thereto in its report, except as
described above and in this paragraph with respect to Deloitte's
disagreement with the accounting treatment of the PII adjustment
initially proposed by Molex management. Deloitte informed Molex
that the entire estimated PII impact should be recorded in the
fiscal quarter ended September 30, 2004. The issue was discussed
with the Audit Committee. The Audit Committee asked management
and Deloitte to work jointly to determine the appropriate
accounting treatment, and after further discussions, the entire
estimated PII impact was recorded in the fiscal first quarter
ended September 30, 2004 as reflected in the earnings press
release issued on October 20, 2004 and in the Form 10-Q filed
with the Commission on November 15, 2004.
Molex has authorized Deloitte to respond fully to the
inquiries of any potential successor accountant concerning the
subject matter of the foregoing.
Molex has requested that Deloitte furnish a letter addressed
to the Securities and Exchange Commission stating whether it
agrees with the above statements. Molex will amend this Form 8-K
and attach a copy of such letter as an exhibit promptly after
Deloitte furnishes the letter to Molex.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
MOLEX INCORPORATED
Date: November 18, 2004 By: /s/ Louis A. Hecht
________________________
Louis A. Hecht
Corporate Secretary and General
Counsel