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
December 9, 2004
________________________________________________
Date of Report (Date of earliest event reported)
Molex Incorporated
______________________________________________________
(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 4.01 Changes in Registrant's Certifying Accountant.
_________ ______________________________________________
The Audit Committee of Molex's Board of Directors engaged
Ernst & Young LLP ("E&Y") to serve as the Company's independent
registered public accounting firm as of December 9, 2004. As
previously disclosed, Deloitte & Touche LLP ("Deloitte"), Molex's
former independent registered public accounting firm, resigned on
November 13, 2004.
During the two most recent fiscal years and through December
9, 2004, the Company has not consulted with E&Y regarding either
(i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial
statements, and neither a written report was provided to the
Company nor oral advice was provided that E&Y concluded was an
important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue; or
(ii) any matter that was either the subject of a disagreement, as
that term is defined in paragraph 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a
reportable event required to be reported under paragraph
304(a)(1)(v) of Regulation S-K.
In connection with the potential engagement of E&Y, Molex
and E&Y discussed the nature of the matters described in Item
4.01 of Molex's Current Report on Form 8-K filed with the
Commission on November 18, 2004 and in the Amendment to such Form
8-K (including the letter of Deloitte filed as an exhibit
thereto) filed with the Commission on December 1, 2004, including
the reportable event disclosed therein and the matter that was
the subject of a disagreement, as that term is defined in
paragraph 304(a)(1)(iv) of Regulation S-K, with Deloitte. Molex
has determined to adopt a number of measures designed to
strengthen Molex's accounting and financial reporting
infrastructure and processes, including Molex's intention to add
a new director to the Board who would serve on the Audit
Committee and qualify as a "financial expert," to hire a Chief
Financial Officer to replace the Company's Acting Chief Financial
Officer, who would continue to serve as an Executive Vice
President and President, Far East South of Molex, and to conduct
management and Audit Committee training on accounting, financial
reporting and internal controls. In addition, Molex has taken
other actions in connection with the transition to E&Y, including
those described in the fifth paragraph under Item 5.02 herein.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers.
_________ _________________________________________________________
The Molex Board of Directors named Frederick A. Krehbiel, Co-
Chairman of the Board of Directors, as Chief Executive Officer of
Molex effective December 9, 2004. The Board also reviewed
Molex's management succession plan and indicated that, while no
definitive action has yet been taken by the Board, the current
expectation is that Martin P. Slark, Molex's President and Chief
Operating Officer, would replace Mr. Krehbiel as Chief Executive
Officer during the first fiscal quarter following the end of
Molex's current fiscal year on June 30, 2005.
Frederick A. Krehbiel, age 63, has served as a director of
Molex since 1972. In addition to his appointment as Chief
Executive Officer, Mr. Krehbiel will continue to serve as Co-
Chairman of the Board. Mr. Krehbiel was elected Vice Chairman
and Chief Executive Officer of Molex in 1988 and Chairman of the
Board of Directors in 1993. He became Co-Chairman in 1999 and
served as Co-Chief Executive Officer from 1999 to 2001. Mr.
Krehbiel also serves on the board of directors of Tellabs, Inc.,
W. W. Grainger, Inc. and DeVry Inc.
As previously disclosed, Frederick A. Krehbiel and John H.
Krehbiel, Jr., the Co-Chairman of the Board, are brothers and
Fred L. Krehbiel, the President of the Connector Products
Division (Americas) and a director of Molex, is the son of John
H. Krehbiel, Jr. (collectively the "Krehbiel Family"). The
members of the Krehbiel Family may be considered "control
persons" of Molex. Reference is made to Molex's proxy statement
filed with the SEC on September 15, 2004 for information
regarding Frederick A. Krehbiel's employment arrangements with
Molex.
Martin P. Slark, age 49, has served as President and Chief
Operating Officer of Molex since July 1, 2001 and as a director
of Molex since 2000. Mr. Slark has worked at Molex since 1976
filling various administrative, operational and executive
positions both internationally and domestically. Prior to his
current position, he served as Executive Vice President from 1999-
2001. Mr. Slark serves on the board of directors of Hub Group,
Inc.
In addition, the Board of Directors accepted the resignation
of J. Joseph King from his positions as Molex's Vice Chairman,
Chief Executive Officer and as a member of the Board of Directors
on December 9, 2004. Mr. King will continue to serve Molex in a
staff function with responsibilities that include strategic
planning and coordination of certain Molex functional areas. The
Board also accepted the resignation of Diane Bullock from her
positions as Vice President and Treasurer. Ms. Bullock will
continue to serve Molex in a staff function with responsibilities
that include the coordination of Molex's global procurement and
logistics strategy and overseeing Molex's global lean
manufacturing program. Neither Mr. King nor Ms. Bullock will be
elected an officer of Molex, nor will their positions involve or
significantly influence accounting, financial reporting or
internal controls. The Board of Directors' actions were taken to
facilitate the transition to a new independent auditor and
include the conditions requested by Molex's previous independent
auditor.
Item 7.01 Regulation FD Disclosure.
_________ __________________________
On December 9, 2004, Molex issued a press release
announcing, among other things, the engagement of Ernst & Young
LLP as Molex's new independent public accounting firm and the
appointment of Frederick A. Krehbiel as Chief Executive Officer.
The press release is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
_________ _________________________________
The following exhibits are being furnished as part of this
Form 8-K:
Exhibit Number Description
______________ ___________
99.1 Press Release dated December 9, 2004
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: December 9, 2004 By: /s/ Louis A. Hecht
___________________________
Louis A. Hecht
Corporate Secretary and General
Counsel
EXHIBIT 99.1
Contact: Neil Lefort
Vice President, Investor Relations
(630) 527-4344
MOLEX ANNOUNCES ENGAGEMENT OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITOR
Appoints new Chief Executive Officer and Announces CEO Succession
Plan
Lisle, IL, USA - December 9, 2004 -- Molex Incorporated
(NASDAQ: MOLX and MOLXA), a global electronic components
company, announced today that the Audit Committee of Molex's
Board of Directors has engaged Ernst & Young LLP to serve as
Molex's independent auditor. Molex also announced the
appointment of Frederick A. Krehbiel, a current Co-Chairman of
the Board of Directors, as the Company's Chief Executive Officer
and provided guidance regarding Molex's Chief Executive Officer
succession plan.
Ernst & Young will commence serving as Molex's independent
auditor effective immediately and will begin reviewing Molex's
financial statements for the fiscal quarter ended September 30,
2004 under Statement of Auditing Standards No. 100 "Interim
Financial Information". Molex plans to file an amendment to its
Form 10-Q for the fiscal quarter ended September 30, 2004 as soon
as practicable after Ernst & Young completes its review. 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.
The Molex Board of Directors named Frederick A. Krehbiel, Co-
Chairman of the Board of Directors, as Chief Executive Officer of
Molex effective December 9, 2004. Mr. Krehbiel previously served
as Molex's Chief Executive Officer from 1988 to 1998 and as its
Co-Chief Executive Officer from 1999 to 2001. Molex also
announced that its Board had reviewed Molex's Chief Executive
Officer succession plan and advised that, while no definitive
action has yet been taken by the Board, the current expectation
is that Martin P. Slark, Molex's President and Chief Operating
Officer, would replace Mr. Krehbiel as Chief Executive Officer
during the first fiscal quarter following the end of Molex's
current fiscal year on June 30, 2005.
In addition, Molex announced that the Board of Directors
accepted the resignation of J. Joseph King from his positions as
Molex's Vice Chairman, Chief Executive Officer and as a member of
the Board of Directors on December 9, 2004. Mr. King will
continue to serve Molex in a staff function with responsibilities
that include strategic planning and coordination of certain Molex
functional areas. The Board also accepted the resignation of
Diane Bullock from her positions as Vice President and Treasurer.
Ms. Bullock will continue to serve Molex in a staff function with
responsibilities that include the coordination of Molex's global
procurement and logistics strategy and overseeing Molex's global
lean manufacturing program. Neither Mr. King nor Ms. Bullock
will be elected an officer of Molex, nor will their positions
involve or significantly influence accounting, financial
reporting or internal controls. The Board of Directors' actions
were taken to facilitate the transition to a new independent
auditor and include the conditions requested by Molex's previous
independent auditor.
Frederick A. Krehbiel, Co-Chairman of the Board of Directors
and newly appointed Chief Executive Officer, stated "We are
pleased to announce the engagement of Ernst & Young as our new
independent auditors."
Statements in this release that are not historical are
forward-looking and are subject to various risks and
uncertainties that could cause actual results to vary materially
from those stated. Certain of these risks and uncertainties are
set forth in Molex's 10-K and other documents filed with the
Securities and Exchange Commission and include Molex's ability
to timely comply with SEC and Nasdaq reporting obligations,
continued listing of Molex's common stock and Class A common
stock on the Nasdaq National Market, changes in key personnel,
economic conditions in various regions, product and price
competition and foreign currency exchange rate changes. Molex
does not undertake to revise these forward-looking
statements or to provide any updates regarding
information contained in this release resulting from new
information, future events or otherwise.
The Company's Annual Report, as well as news releases and
other supplementary financial data is available by accessing the
Company's website at www.molex.com.
Molex Incorporated is a 66-year-old manufacturer of
electronic components, including electrical and fiber optic
interconnection products and systems, switches and integrated
products in 55 plants in 19 countries throughout the world.
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 the previously
disclosed non-compliance with Nasdaq listing requirements.