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
February 14, 2005
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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
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
of incorporation) No.)
2222 Wellington Court, Lisle, Illinois 60532
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(Address of principal executive offices) (Zip Code)
(630) 969-4550
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(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 2.02 Results of Operations and Financial Condition.
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On February 14, 2005, Molex Incorporated issued a press
release announcing its preliminary results of operations for the
second fiscal quarter ended December 31, 2004. The press release
is furnished as Exhibit 99.1 hereto and incorporated herein by
reference. The information furnished under Item 2.02 and Item
9.01 of this Current Report on Form 8-K, shall not be deemed to
be "filed" for purposes of the Securities Exchange Act of 1934,
as amended.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
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As previously disclosed, Molex received a letter from the
Nasdaq Stock Market, Inc. ("Nasdaq") on November 15, 2004
indicating that Molex was not in compliance with Nasdaq
Marketplace Rule 4310(c)(14)). That rule requires Molex to file
with Nasdaq copies of all reports filed or required to be filed
with the SEC. Molex received this letter because Molex's
unaudited financial statements for the fiscal quarter ended
September 30, 2004 included in Molex's Quarterly Report on Form
10-Q filed with the SEC on November 15, 2004 had not been
reviewed by an independent public accountant under Statement of
Auditing Standards No. 100 "Interim Financial Information" ("SAS
100") as required by SEC rules. The November 15, 2004 letter
indicated that Molex's securities were subject to delisting from
the Nasdaq National Market. Because Molex had not filed its Form
10-Q for the quarter ended December 31, 2004 by February 9, 2005,
Molex is also not in compliance with Nasdaq Marketplace Rule
4310(c)(14) with respect to that filing. As a result, Molex
received a letter from Nasdaq on February 11, 2005 indicating its
non-compliance with such rule.
As permitted by Nasdaq rules, Molex requested a hearing
before a Nasdaq Listing Qualifications Panel to review the
determination of the Nasdaq staff described above and a hearing
was held on December 15, 2004. The Nasdaq Panel granted Molex an
exception to the continued listing requirements of The Nasdaq
National Market that provides Molex with an opportunity to remedy
the filing deficiencies described above on or before February
15, 2005. Molex subsequently requested and was granted an
extension with respect to such exception to March 17, 2005. The
Nasdaq Panel's determination to provide this exception and
extension is subject to certain conditions, including that (1)
Molex file an amended Form 10-Q for its first fiscal quarter
ended September 30, 2004 and a Form 10-Q for its second fiscal
quarter ended December 31, 2004 on or before March 17, 2005; and
(2) Molex timely file all periodic reports with the SEC for all
reporting periods ending on or before December 31, 2006; provided
that the filing of a Form 12b-25 will not automatically result in
an extension of the filing deadlines for the purposes of this
condition. The Nasdaq Panel has reserved the right to reconsider
the conditions to the continued listing of our securities in the
event that any event, condition or circumstance arises that, in
its opinion, would make the continued listing of such securities
inadvisable or unwarranted. The Nasdaq Listing and Hearing
Review Council has the right to review the Nasdaq Panel's
decision within 45 days of issuance of the decision and may
affirm, modify, reverse, dismiss or remand the decision.
Molex expects to file the planned amendment to the first
quarter Form 10-Q and the second quarter Form 10-Q after the
accounting review of the interim financial statements is
completed and prior to March 17, 2005. If accomplished, Molex
would then be current in its SEC filing obligations and in
compliance with the applicable Nasdaq continued listing
requirement. The fifth character "E" will remain appended to
the trading symbols of Molex's securities listed on the Nasdaq
National Market pending a determination by Nasdaq that Molex has
fully complied with the Nasdaq's filing requirement and has
evidenced compliance with all other continued listing
requirements of The Nasdaq National Market. Additional
information regarding the matters described above is available in
Molex's press release dated February 14, 2005 attached as Exhibit
99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
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The following exhibits are being furnished as part of this
Form 8-K:
Exhibit Number Description
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99.1 Press release of Molex Incorporated dated
February 14, 2005.
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: February 14, 2005 By: /S/ LOUIS A. HECHT
______________________________
Louis A. Hecht
Corporate Secretary and General
Counsel