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
July 15, 2005
________________________________________________
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 July 19, 2005, Molex Incorporated issued a press release
announcing, among other things, the anticipated timing of its
earnings release for the fiscal year ended June 30, 2005 and
Molex's outlook for the fourth fiscal quarter ended June 30,
2005. The press release also announced that Molex's Audit
Committee has asked the Company's independent auditor, Ernst &
Young LLP, to audit the financial statements for the fiscal years
ended June 30, 2003 and June 30, 2004 in addition to performing
an audit of Molex's financial statements for the fiscal year
ended June 30, 2005. The press release is furnished as Exhibit
99.1 hereto and incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers.
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On July 15, 2005, Molex's Board of Directors, upon the
recommendation of the Nominating and Corporate Governance
Committee, appointed David L. Landsittel to serve as a member of
the Board of Directors and fill the vacancy on the Board. Mr.
Landsittel was appointed as a Class I director, and will stand
for stockholder election at the 2005 Annual Meeting of
Stockholders. Following this appointment, the Molex Board is
comprised of 13 directors. Mr. Landsittel qualifies as an "audit
committee financial expert" and has been appointed to serve on
the Audit Committee. The press release announcing the
appointment of Mr. Landsittel is attached as Exhibit 99.2 hereto
and incorporated herein by reference.
Mr. Landsittel, age 65, has 34 years of experience in public
accounting and previously served as Chairman of the Auditing
Standards Board of the American Institute of Certified Public
Accountants. From 1963 to 1997, Mr. Landsittel worked at Arthur
Andersen LLP and served as engagement partner on larger
commercial accounts. Since 1997, Mr. Landsittel has worked as an
independent consultant with respect to auditing and financial
reporting matters. Mr. Landsittel also serves as a director of
American Express Bank, Ltd., a subsidiary of American Express
Co., and as a trustee of Burnham Investors Trust, a registered
management investment company.
There is no arrangement or understanding between Mr.
Landsittel and any other person pursuant to which he was selected
as a director. There are no transactions in which Mr. Landsittel
has an interest requiring disclosure under Item 404(a) of
Regulation S-K.
Item 8.01 Other Information.
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On July 15, 2005, the Molex Board of Directors, upon the
recommendation of the Nominating and Corporate Governance
Committee, approved the appointment of David L. Landsittel to the
Audit Committee effective as of July 15, 2005. The Board of
Directors has concluded that Mr. Landsittel qualifies as an
"audit committee financial expert" within the meaning of 407 of
the Sarbanes-Oxley Act of 2002. Mr. Landsittel replaced Michelle
L. Collins on the Audit Committee upon his appointment to the
Committee. As a result, the Audit Committee is now comprised of
Douglas K. Carnahan, Chairman; David L. Landsittel; and Robert J.
Potter.
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
______________ ___________
99.1 Press Release dated July 19, 2005
99.2 Press Release dated July 15, 2005
* * * *
Cautionary Statement Regarding Forward-Looking Statements
Statements in this Form 8-K 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. Forward-looking statements are based on
currently available information and include, among others,
statements regarding the Company's outlook with respect to
financial results and statements regarding the Company's
anticipated release of financial information and the timing and
results of the audits of the Company's financial statements.
These risks and uncertainties include those associated with the
timing of the Company's release of earnings as well as the timing
and results of the audits of the Company's financial statements,
and those associated with the operation of our business, the
challenges attendant to plant closings and restructurings,
including the difficulty of predicting plant closing and
relocation costs, the difficulty of commencing or increasing
production at existing facilities, and the reactions of
customers, governmental units, employees and other groups. Other
risks and uncertainties are set forth in Molex's Form 10-K for
the year ended June 30, 2004, and other documents filed with the
Securities and Exchange Commission. Molex disclaims any
obligation to revise these forward-looking statements or to
provide any updates regarding information contained in this Form
8-K resulting from new information, future events or otherwise.
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: July 20, 2005 By: /s/ Louis A. Hecht
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Louis A. Hecht
Corporate Secretary and General
Counsel