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As filed with the Securities and Exchange Commission on August 28, 2000
Reg. No. 333-
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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)
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THE 1991 MOLEX INCORPORATED
INCENTIVE STOCK OPTION 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)
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CALCULATION OF REGISTRATION FEE
====================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
PER SHARE (2) PRICE (2)
- --------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.05 per share 2,941,169 shares $49.562 $145,771,688.56 $38,483.73
====================================================================================================================
(1) Pursuant to Rule 416(a), this registration Statement also covers such
indeterminable number of additional shares of Common Stock as may be
issued pursuant to the anti-dilution provisions of the 1991 Molex
Incorporated Incentive Stock Option 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 August 23, 2000. Estimated solely for
the purpose of calculating the registration fee in accordance with Rule
457 under the Securities Act of 1933, as amended.
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EXPLANATORY NOTE
Molex Incorporated has prepared 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 shares of common stock, par value
$.05 per share (the "Common Stock") issuable upon exercise of options granted
under the 1991 Molex Incorporated Incentive Stock Option Plan.
This registration statement on Form S-8 also includes a prospectus
prepared in accordance with Instruction C of Form S-8, prepared in accordance
with the requirements of Part I of Form S-3, which may be used for reofferings
and resales, on a continuous or delayed basis, in the future of up to an
aggregate of 2,740,399 shares of common stock that constitute "control
securities" and/or "restricted securities" which have been issued prior to the
filing of this registration statement.
PART I
SECTION 10(a) PROSPECTUS
With regard to information required in the Section 10(a) prospectus,
the information required by Part I (Items 1 and 2) of Form S-8 is omitted from
this registration statement in accordance with Rule 428(b) promulgated under the
Securities Act of 1933, as amended and the Note to Part I of Form S-8. Molex
will send or give the documents containing the information specified in Part I
of Form S-8 to employees as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended.
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REOFFER PROSPECTUS
2,740,399 SHARES OF COMMON STOCK
OF MOLEX INCORPORATED
The shares of common stock, $.05 par value per share, of Molex
Incorporated, a Delaware corporation offered hereby will be sold from time to
time by the Molex stockholders named under the caption "SELLING STOCKHOLDERS" in
this prospectus. The sales may occur pursuant to ordinary brokerage transactions
through one or more broker-dealers or agents, in one or more transactions, in
the over-the-counter market at prices related to the prevailing market prices or
in negotiated transactions, the timing of sales to be determined by the selling
stockholders. See "PLAN OF DISTRIBUTION."
Molex will not receive proceeds from any of these sales. Molex is
paying the expenses incurred in registering the shares, but all selling and
other expenses incurred by each of the selling stockholders will be borne by the
selling stockholder.
The common stock is traded in the over-the-counter market and quoted on
the Nasdaq National Market under the symbol "MOLX". On August 22, 2000, the
closing price for the common stock as reported by the Nasdaq National Market was
$48.6875 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The shares of common stock are "CONTROL SECURITIES" and/or "RESTRICTED
SECURITIES" under the Securities Act of 1933, as amended before their sale under
this prospectus. This prospectus has been prepared for the purpose of
registering the shares under the Securities Act to allow future sales by the
selling shareholders, on a continuous or delayed basis, to the public without
restriction. Each selling shareholder may be deemed an "UNDERWRITER" within the
meaning of the Securities Act. Any commissions received by a broker or dealer in
connection with resales of the shares may be deemed to be underwriting
commissions or discounts under the Securities Act.
The shares have not been registered for sale under the securities laws
of any state or jurisdiction as of the date of this prospectus. Brokers or
dealers effecting transactions in the shares should confirm the registration
thereof under the securities laws of the states in which such transactions
occur, or the existence of any exemption from registration.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY MOLEX OR THE SELLING STOCKHOLDERS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, THE SHARES OF COMMON STOCK OFFERED HEREBY IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF MOLEX SINCE THE DATE HEREOF, OR THAT INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE
OF THIS PROSPECTUS.
THE DATE OF THIS PROSPECTUS IS AUGUST 28, 2000.
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TABLE OF CONTENTS
PAGE
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AVAILABLE INFORMATION 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 1
FORWARD-LOOKING STATEMENTS 1
THE COMPANY 2
USE OF PROCEEDS 2
THE SELLING STOCKHOLDERS 2
PLAN OF DISTRIBUTION 4
DESCRIPTION OF CAPITAL STOCK 5
OTHER MATTERS 7
EXPERTS 8
LEGAL MATTERS 8
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AVAILABLE INFORMATION
Molex has filed with the Securities and Exchange Commission, or the
SEC, a registration statement on Form S-8 (of which this prospectus is a part)
under the Securities Act with respect to the shares of common stock offered
hereby. This prospectus does not contain all the information set forth in the
registration statement, certain portions of which have been omitted in
accordance with the rules and regulations of the SEC. We refer you to the
registration statement for additional information about Molex, the common stock
and this offering, including the full text of the exhibits, some of which have
been summarized in this prospectus.
Molex is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended and in accordance therewith files reports,
proxy statements and other information with the SEC. The registration statement,
including the schedules and exhibits thereto, as well as such reports, proxy
statements and other information filed by Molex can be inspected, without
charge, and copied at the Public Reference Room maintained by the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. You may obtain information about the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains an Internet site (at www.sec.gov) that makes
available the registration statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Molex's Annual Report on Form 10-K for the year ended June 30, 1999 and
Molex's Quarterly Reports on Form 10-Q for the quarters ended September 30,
1999, December 31, 1999 and March 31, 2000, each of which has been filed by
Molex with the SEC, are incorporated herein by reference. All other reports, if
any, filed by Molex with the SEC subsequent to Molex's Annual Report on Form
10-K for the year ended June 30, 1999 and on or prior to the date of this
prospectus are incorporated herein by reference.
All documents filed by Molex pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of the offering of the common stock shall be deemed to be
incorporated by reference in this prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference in this
prospectus shall be deemed to be modified or superseded for purposes of this
prospectus 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 modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
MOLEX WILL PROVIDE WITHOUT CHARGE TO EACH PERSON (INCLUDING ANY
BENEFICIAL OWNER) TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE CORPORATE
SECRETARY, MOLEX INCORPORATED, 2222 WELLINGTON COURT, LISLE, ILLINOIS 60532
(TELEPHONE (630) 969-4550).
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act.
Forward-looking statements include, but are not limited to, statements that are
statements about Molex's and/or the Selling Stockholders' plans, objectives,
expectations, intentions, beliefs and assumptions and other statements that are
not historical facts. When used in this Prospectus, the words "expect,"
"anticipate," "intend," "plan," "believe," "seek," "estimate," "may," "belief,"
"will," "could," "should," "continue," and similar expressions or negations
thereof are generally intended to identify forward-looking statements. Because
these forward-looking statements involve risks and uncertainties,
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actual results may differ materially from those express or implied by these
forward-looking statements. Molex does not intend to update or revise any
forward-looking statements, whether as the result of new information, future
events or otherwise.
THE COMPANY
Molex is a leading manufacturer of electrical, electronic and fiber
optic interconnection products and systems, switches and application tooling.
The principal executive offices of Molex are located at 2222 Wellington Court,
Lisle, Illinois 60532, telephone number (630) 969-4550.
USE OF PROCEEDS
Molex will not receive any of the proceeds from the offering and sale
of the shares. The selling stockholders, through broker-dealers or agents
designated from time to time, may sell the shares from time to time on terms to
be determined at the time of sale. The aggregate proceeds to the selling
stockholders from the shares will be the purchase price of the shares sold less
the aggregate commissions, underwriting discounts or similar amounts payable in
respect of any sale pursuant to this prospectus, if any, and other expenses of
issuance and distribution not borne by Molex.
THE SELLING STOCKHOLDERS
The 2,740,399 shares of common stock to which this Prospectus relates
have been acquired by the selling stockholders upon the exercise of options
granted under the 1991 Molex Incorporated Incentive Stock Option Plan. The
following table sets forth for each selling stockholder who owns more than 1% of
the outstanding shares of common stock, the sum of the number of shares of
common stock beneficially owned by such selling stockholder as of July 31, 2000,
as well as the number of shares which may be offered and sold by each such
selling stockholder pursuant to this prospectus. The same information is
presented with respect to the other selling stockholders divided in the groups
set forth below, each group owning less than 1% of the outstanding shares of
common stock. The table also sets forth the position, office and material
relationship each selling stockholder who owns more than 1% of the outstanding
shares of common stock has had with Molex during the three years preceding the
date of this prospectus.
NUMBER OF SHARES OF COMMON STOCK
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REGISTERED IN
NAME AND TITLE OWNED BEFORE CONNECTION WITH OWNED AFTER
OF SELLING STOCKHOLDER NATURE OF OWNERSHIP OFFERING (a) THIS PROSPECTUS (b) OFFERING (c)
- ---------------------- ------------------- ------------ ------------------- ------------
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Frederick A. Krehbiel Direct (b)(c) 6,402,158 38,450 6,363,708
Co-Chairman and Co-Chief Partner (d) 21,407,343 21,407,343
Executive Officer Trustee (e) 46,347 46,347
Trustee (f)(g) 3,542,230 3,542,230
Option (a) 26,918 26,918 0
Spouse (g) 3,745 3,745
Percent of Class (a) 6.4% 6.4%
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John H. Krehbiel, Jr. Direct (b)(c) 10,327,694 44,074 10,283,620
Co-Chairman and Co-Chief Partner (d) 21,407,343 21,407,343
Executive Officer Trustee (e) 46,347 46,347
Trustee (f)(g) 1,402,441 1,402,441
Trustee/Custodian (g)(h) 257,231 257,231
Option (a) 21,338 21,338 0
Spouse (g) 6,952 6,952
Percent of Class (a) 10.4% 10.4%
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Fred L. Krehbiel Direct (b)(c) 840,072 6,713 833,359
Divisional Option (a) 20,668 20,668 0
President-Automotive, Percent of Class (a) * *
Americas Region; Director
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J. Joseph King Direct (b)(c) 154,057 70,261 83,796
President and Chief Option (a) 488,012 488,012 0
Operating Officer; Joint With Spouse 562 562
Director Spouse (g) 171 171
Percent of Class (a) * *
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Martin P. Slark Direct (b)(c) 144,445 70,795 73,650
Executive Vice President; Option (a) 486,059 486,059 0
Director Joint With Spouse 806 806
Spouse (g) 171 171
Custodian for Children (g) 472 472
Percent of Class (a) * *
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Raymond C. Wieser Direct (b)(c) 61,312 53,554 7,758
Senior Vice President Option (a) 152,675 152,675 0
Percent of Class (a) * *
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Ronald L. Schubel Direct (b)(c) 94,627 83,612 11,015
Corporate Vice President Option (a) 265,161 265,161 0
Percent of Class (a) * *
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James E. Fleischhacker Direct (b)(c) 76,614 60,725 15,889
Corporate Vice President Option (a) 244,238 244,238 0
Spouse (g) 12 12
Percent of Class (a) * *
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All Other Executive Direct (b)(c) 266,000 179,279 86,721
Officers as a Group (5 in Option (a) 336,497 336,497 0
number) Spouse (g) 72 72
Percent of Class (a) * *
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All Outside Directors as Direct (b)(c) 182,615 61,522 121,093
a Group (6 in number) Option (a) 68,604 68,604 0
Percent of Class (a) * *
* Denotes less than 1% of the outstanding shares.
(a) For the purpose of determining the number of shares owned before the
offering, it is assumed that all shares of Common Stock subject to stock
options which have been granted and have not been canceled are owned by the
selling stockholders whether or not they are actually owned. For the
purposes of computing the percent of class owned by the selling
stockholders, all of the shares that could be acquired upon
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the exercise of options have been deemed to be owned and outstanding as to
that individual or group regardless of whether they are actually
outstanding or whether they are actually owned.
(b) Includes all shares of Molex Common Stock issued to the stockholder in
connection with the exercise of options under the 1991 Molex Incorporated
Incentive Stock Option Plan
(c) For the purpose of determining the number of shares owned after the
offering, it is assumed that the selling stockholders will sell all of the
shares of Common Stock registered in connection with this prospectus.
(d) J. H. Krehbiel, Jr., F. A. Krehbiel and a trust for which they are the
trustees are each general partners and limited partners of the Krehbiel
Limited Partnership (the "Partnership") and share the power to vote and
dispose of shares held by the Partnership. Pursuant to the Partnership
agreement, all voting of the Partnership shares must be done with the
unanimous consent of the partners. For purposes of computing the percent of
a class or the percent of all voting securities owned by individual members
of the Krehbiel Family, the shares of the Partnership have not been
included.
(e) J. H. Krehbiel, Jr. and F. A. Krehbiel are co-trustees of the trust
referred to in footnote (d) in which they each share an equal beneficial
interest. As trustees, they share the power to vote and dispose of the
shares held by this trust. For purposes of computing the percent of a class
or the percent of all voting securities owned by individual members of the
Krehbiel Family, the shares of this trust have not been included.
(f) F. A. Krehbiel and J. H. Krehbiel, Jr. own these shares of Common Stock,
Class A Common Stock and Class B Common Stock as trustees under various
trusts for the benefit of their respective children including F. L.
Krehbiel. They exercise voting and investment power as to the shares held
in these trusts. For purposes of computing the percent of a class or the
percent of all voting securities owned by F. L. Krehbiel, the shares of
trust in which he has a beneficial interest have not been included.
(g) Certain shares have been reported, which are included in the table above,
as owned by members of a household or as held in the capacity of trustee or
custodian. As to these shares, the persons above expressly disclaim
beneficial ownership and/or personal beneficial interest therein. For
purposes of computing the percent of class or the percent of all voting
securities, the shares held by a trustee or custodian have not been
included as being owned by an individual beneficiary, but have been
included as being owned by the trustee or custodian who exercises voting
power.
(h) These shares are held for the benefit of the children of F. A. Krehbiel. J.
H. Krehbiel, Jr. exercises voting and investment power as to these shares.
PLAN OF DISTRIBUTION
Any sales of the shares by the selling stockholders will be for their own
accounts. Molex will not receive any of the proceeds from the offering of the
shares.
Molex is registering the shares on behalf of the selling stockholders. As
used herein, "SELLING STOCKHOLDERS" includes donees and pledgees selling shares
received from a named selling stockholder after the date of this prospectus.
Brokerage commissions and selling expenses, if any, attributable to the sale of
shares will be borne by the selling stockholders. Sales of shares may be
effected by selling stockholders from time to time in one or more types of
transactions (which may include block transactions) in the over-the-counter
market, in negotiated transactions, through put or call options transactions
relating to the shares, through short sales of shares, or a combination of such
methods of sale, at market prices prevailing at the time of sale, or at
negotiated prices. Such transactions may or may not involve brokers or dealers.
The selling stockholders have advised Molex that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of the shares, nor is there an underwriter or
coordinating broker acting in connection with the proposed sale of shares by the
selling stockholders.
The selling stockholders may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The selling stockholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "UNDERWRITERS" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. The selling stockholders may agree to indemnify any
agent, dealer or broker-dealer that participates in transactions involving sales
of the
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shares against certain liabilities, including liabilities arising under the
Securities Act.
Because the selling stockholders may be deemed to be "UNDERWRITERS" within
the meaning of Section 2(11) of the Securities Act, the selling stockholders
will be subject to the prospectus delivery requirements of the Securities Act.
Molex has informed the selling stockholders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to their
sales in the market.
Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of Rule 144.
Upon Molex being notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the Act,
disclosing:
. the name of each such selling stockholder and of the participating
broker-dealer(s);
. the number of shares involved;
. the price at which such shares were sold;
. the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;
. that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by referenced in this
prospectus; and
. other facts material to the transaction.
In addition, upon Molex being notified by a selling stockholder that a
donee or pledgee intends to sell more than 500 shares, a supplement to this
prospectus will be filed.
Molex will bear all expenses of the offering, except that the selling
stockholders will be responsible for any commissions, underwriting discounts or
similar amounts payable in respect of any sale pursuant to this prospectus, as
well as any transfer taxes and any fees and disbursements of counsel to the
selling stockholders.
DESCRIPTION OF CAPITAL STOCK
The following summary description is subject to the detailed provisions of
Molex's certificate of incorporation and bylaws, does not purport to be complete
and is qualified in its entirety by reference thereto.
COMMON STOCK
GENERAL
Molex has three classes of common stock: Common Stock ("COMMON STOCK");
Class A Common Stock ("CLASS A STOCK"); and Class B Common Stock ("CLASS B
STOCK"). All have a $0.05 per share par value. Only the Common Stock is being
offered pursuant to this Prospectus.
The authorized common stock of Molex consists of 200,000,000 shares of
Common Stock, 200,000,000 shares of Class A Stock, and 146,078 shares of Class B
Stock, par value $.05 per share. Under Molex's certificate of incorporation,
holders of Common Stock, Class A Stock and Class B Stock do not have any
preemptive rights to subscribe for new shares of capital stock. The following
table sets forth the number of shares of each of the three classes of common
stock outstanding as of June 30, 2000:
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Title and Class Number of Shares Outstanding
--------------- ----------------------------
Common Stock 98,463,407
Class A Stock 97,120,285
Class B Stock 94,255
VOTING RIGHTS
Each share of Common Stock entitles the holder thereof to one vote upon
each matter submitted to a vote of the stockholders. Each share of Class B Stock
entitles the holder thereof to one vote upon each matter submitted to a vote of
the stockholders. Subject to certain conditions, all matters, other than the
election of the Board of Directors, submitted to a vote of all the stockholders
must be approved separately by both the holders of a majority of the shares of
the Common Stock entitled to vote and present in person or by proxy, voting as a
class, and by the holders of a majority of the shares of the Class B Stock
entitled to vote and present in person or by proxy, voting as a class. The right
of the Class B stockholders to vote separately as a class is subject to
applicable law and is also subject to the requirement that at least 50% of the
authorized shares of Class B Stock are outstanding. As of June 30, 2000, 94,255
shares (64.5% of the authorized shares) of Class B Stock were outstanding.
The shares of Class A Stock have no voting rights (except as otherwise
required by Delaware law, and except that under certain circumstances the Class
A Stock may be converted into Common Stock). See "Description of Capital
Stock-Conversion Rights." Under the Delaware General Corporation Law, any
amendments to Molex's certificate of incorporation changing the number of
authorized shares of any class, changing the par value of the shares of any
class or altering or changing the powers, preferences or special rights of the
shares of any class so as to adversely affect them, including the Class A Stock,
would require the separate approval of the class so affected, as well as the
approval of all classes entitled to vote thereon, voting together.
CONVERSION RIGHTS
Class B Stock can be converted into Common Stock on a share for share basis
at any time at the option of the holder. The authorized Class A Stock (whether
or not then issued) would automatically convert into Common Stock on a share for
share basis any time upon the good faith determination of the Board of Directors
that either of the following events has occurred: (i) the aggregate number of
outstanding shares of Common Stock and Class B Stock together is less than 10%
of the aggregate number of outstanding shares of Common Stock, Class B Stock and
Class A Stock together or (ii) any person or group, other than one or more
members of the Krehbiel Family, becomes or is the beneficial owner of a majority
of the outstanding shares of Common Stock. This conversion is automatic upon the
Board of Directors' determination as set forth above and such conversion will
remain effective regardless of whether either of the events set forth in (i) or
(ii) above has occurred in fact. Upon such conversion, the voting interests of
the holders of Common Stock and Class B Stock would be diluted. To the extent
that the Common Stock has a market price which is higher than the Class A Stock
market price immediately prior to such conversion, the market price of the
Common Stock may be decreased.
As used herein, "KREHBIEL FAMILY" means: (i) John H. Krehbiel, Sr., John H.
Krehbiel, Jr. and Frederick A. Krehbiel, any of their respective descendants,
and any of their spouses, widows or widowers or any of their respective
descendants (collectively, the "FAMILY MEMBERS"); (ii) any trust established by
one or more of the Family Members; (iii) any estate of a Family Member; (iv) any
foundation and any charitable organization that qualifies as an exempt
organization under the Internal Revenue Code of 1986, as amended, or any
successor statute, established by one or more of the Family Members; and (v) any
corporation or partnership of which a majority of the voting power and a
majority of the equity interest is held, directly or indirectly, by or for the
benefit of one or more of the Family Members.
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DIVIDENDS AND OTHER DISTRIBUTIONS
Holders of the Common Stock, Class B Stock and Class A Stock are entitled
to equal per share cash dividends of Molex, as, when and if such dividends may
be declared by the Board of Directors and paid out of assets legally available
therefor. Dividends and stock splits would be declared and paid to holders of
any class of Common Stock only if such dividends and stock splits were declared
and paid to holders of all classes of common stock on an equal per share basis.
With respect to stock dividends or stock splits declared and paid to holders of
any class of common stock, holders of Common Stock and Class B Stock would
receive Common Stock and holders of Class A Stock would receive Class A Stock.
Dividends consisting of any other securities of Molex may be paid to the holders
of Common Stock, Class B Stock and Class A Stock on an equal per share basis.
The holders of Common Stock, Class B Stock and Class A Stock would receive
the identical consideration per share upon the merger, consolidation,
liquidation, dissolution or winding up of the affairs of Molex. Further issuance
of the Common Stock, Class B Stock or Class A Stock in acquisitions, offerings
or otherwise would increase the number of such shares outstanding, and,
accordingly, could affect the amount of cash dividends per share or other
distributions made to the stockholders.
PREFERRED STOCK
The authorized preferred stock of Molex consists of 25,000,000 shares, par
value $.01 per share. No shares of preferred stock are outstanding. The Board of
Directors has the authority, without further stockholder approval, to issue
shares of preferred stock in one or more series from time to time, and to fix
the voting rights, designations, relative rights, priorities, preferences,
qualifications, limitations and restrictions thereof. Because of the Board of
Directors' authority to issue shares of preferred stock without further
stockholder action, the voting power of the Common Stock could be adversely
affected by the issuance of preferred stock with conversion rights or voting
power. The issuance of certain types of preferred stock may have the effect of
delaying, deferring or preventing a change in control of Molex.
OTHER MATTERS
In accordance with provisions of the Delaware General Corporation Law,
Molex's certificate of incorporation eliminates, in certain circumstances, the
personal liability of directors of Molex's members of the Board of Directors for
breach of fiduciary duty of care as a director. This provision does not
eliminate the liability of a director for such matters as (i) a breach of the
director's duty of loyalty to Molex or its stockholders, (ii) acts or omissions
by the director not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) willful or negligent payments with respect to
unlawful dividends or stock redemption and (iv) transactions from which the
director derived an improper personal benefit.
Section 145 of the Delaware General Corporation Law, inter alia, empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
or amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such persons against expenses (including attorneys' fees)
actually and reasonably
12
incurred in connection with the defense or settlement of any such threatened,
pending or completed action or suit by or in the right of the corporation if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Similar indemnity is authorized for such persons against
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of any such threatened, pending or
completed action or suit by or in the right of the corporation if such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and provided further that
(unless a court of competent jurisdiction otherwise provides) such person shall
not have been adjudged liable to the corporation. Any such indemnification may
be made only as authorized in each specific case upon a determination by the
shareholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct. The Certificate of Incorporation of Molex
provides that directors and officers shall be indemnified as described above in
this paragraph to the fullest extent permitted by the Delaware General
Corporation Law; provided, however, that any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person shall
be indemnified only if such proceeding (or part thereof) was authorized by the
board of directors of Molex.
Section 203 of the Delaware General Corporation Law prevents an "INTERESTED
STOCKHOLDER" (generally, a person owning 15 percent or more of a corporation's
outstanding voting stock) from engaging in a "business combination" with a
publicly-held Delaware corporation for three years following the date such
person became an interested stockholder unless (i) before such person became an
interested stockholder, the board of directors of the corporation approved the
transaction in which the stockholder became an interested stockholder or
approved the business combination; (ii) upon consummation of the transaction
that resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85 percent of the voting stock of the
corporation outstanding at the time the transaction commenced (excluding stock
held by directors who are also officers of the corporation and by certain
employee stock plans); or (iii) following the transaction in which such person
became an interested stockholder, the business combination was approved by the
board of directors of the corporation and authorized at a meeting of
stockholders by the affirmative vote of the holders of two-thirds of the
outstanding voting stock of the corporation not owned by the interested
stockholder. A "BUSINESS COMBINATION" includes mergers, stock or asset sales and
certain other transactions resulting in a financial benefit to the interested
stockholder. Article Thirteen of Molex's certificate of incorporation provides
certain minimum price and procedural requirements or, alternatively, higher
voting requirements, in connection with certain business combinations. Such
provision might discourage certain persons whose objective is to seek control of
Molex from seeking such control.
Molex's Certificate of Incorporation divides the Board of Directors into
three classes with staggered terms. As a result, Molex stockholders elect
approximately one-third of the board of directors each year. Section 141(k) of
the Delaware General Corporation Law provides that directors serving on a
classified board cannot be removed without cause, unless the certificate of
incorporation provides otherwise. Molex's Certificate of Incorporation does not
prohibit the application of Section 141(k) to its board of directors. Therefore,
Section 141(k) will apply to the Board of Directors. As a result, the
stockholders of Molex cannot remove incumbent Directors from office without a
valid reason for doing so under Delaware law. The staggered board classes,
combined with application of Section 141(k), makes it more difficult to remove
directors and may have the effect of discouraging takeover attempts which
stockholder may deem to be in their and Molex's best interests. Potential
acquirers may decide not to pursue proxy contests or other plans to acquire
control of Molex because of their inability to gain control of the Board of
Directors in less than two years. The classification of the Board of Directors
makes it more difficult for stockholders to change the composition of the board
in a relatively short period of time, since at least two annual meetings of
stockholders will be required to effect a change in a majority of the Board of
Directors. In addition, under Molex's Certificate of Incorporation, any matter
submitted to a vote of stockholders (except for the election of directors) must
be approved separately by the
13
holders of a majority of the shares of the Class B Stock entitled to vote and
present in person or by proxy, voting as a class. Therefore, the classification
of the Board of Directors cannot be repealed or modified and declassified
without the required vote of Class B stockholders.
The registrar and transfer agent for the Common Stock is Computershare
Investor Services LLC of Chicago, Illinois.
Beneficial ownership of Common Stock and Class B Stock by the J. H.
Krehbiel Trust (the "TRUST"), Frederick A. Krehbiel and John H. Krehbiel, Jr.
provides the Trust, Frederick A. Krehbiel and John H. Krehbiel, Jr., if acting
in concert, with the virtual power to elect or remove the members of the Board
of Directors and determine the outcome of most matters requiring approval of
Molex's stockholders.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedules as of June 30, 1999 and 1998 and for each of the
three years in the period ended June 30, 1999, incorporated by reference in this
prospectus have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports which are incorporated herein by reference. Such
consolidated financial statements have been incorporated herein in reliance upon
the reports of such firms given upon their authority as experts in accounting
and auditing.
LEGAL MATTERS
The validity of the shares offered hereby and certain other matters will be
passed upon for Molex by Louis A. Hecht, Secretary and General Counsel for
Molex. As of July 31, 2000, Mr. Hecht beneficially owned 102,908 shares of
Common Stock and 40,282 shares of Class A Stock.
14
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
DOCUMENTS FILED WITH THE COMMISSION
The following documents filed with the Securities and Exchange Commission
(the "COMMISSION") by Molex Incorporated (the "COMPANY") are incorporated in
this Registration Statement on Form S-8 (the "REGISTRATION STATEMENT") by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1999 ("1999 FORM 10-K") filed with the Commission on
September 22, 1999 (File No. 0-7491).
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999 filed with the Commission on November 12, 1999
(File No. 0-7491).
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999 filed with the Commission on February 11, 2000 (File
No. 0-7491).
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 filed with the Commission on May 12, 2000 (File No.
0-7491).
(e) All other reports filed pursuant to Section 13(a) or 15(d) of The
Securities Exchange Act of 1934 (the "EXCHANGE ACT") since the end of
the fiscal year covered by the annual report on Form 10-K referred to
in (a) above.
(f) The description of the Company's Common Stock, par value $.05 per
share (the "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 of 1933, as amended (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.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this Registration Statement by reference from the
Company's Annual Report on Form 10-K for the year ended JUNE 30, 1999 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
15
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered pursuant to this Registration
Statement will be passed upon for the Company by Louis A. Hecht, Secretary and
General Counsel of the Company. Mr. Hecht beneficially owns less than 1% of the
Company's outstanding Common Stock.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
or amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such persons against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
any such threatened, pending or completed action or suit by or in the right of
the corporation if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Similar indemnity is authorized for such
persons against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of any such threatened,
pending or completed action or suit by or in the right of the corporation if
such person acted in good faith and in a manner he reasonable believed to be or
in or not opposed to the best interests of the corporation, and provided further
that (unless a court of competent jurisdiction otherwise provides) such person
shall not have been adjudged liable to the corporation. Any such indemnification
may be made only as authorized in each specific case upon a determination by the
shareholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct. The Certificate of Incorporation of the
Company provides that directors and officers shall be indemnified as described
above in this paragraph to the fullest extent permitted by the DGCL; provided,
however, that any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person shall be indemnified only
if such proceeding (or part thereof) was authorized by the board of directors of
the Company.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
The Certificate of Incorporation of the Company provides, that, to the
fullest extent permitted by the DGCL, no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director. Section 102(b)(7) of the DGCL currently
provides that such provisions do not eliminate the liability of a director (i)
for a breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL (relating to the declaration of dividends and purchase or redemption of
shares in violation of the DGCL), or (iv) for any transaction from which the
director derived an improper personal benefit.
16
The Company maintains policies insuring its and its subsidiaries' officers
and directors against certain liabilities for actions taken in such capacities,
including liabilities under the Securities Act of 1933.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
The securities that are to be reoffered or resold pursuant to this
registration statement were issued to employees of Molex Incorporated, or its
wholly owned subsidiaries, pursuant to employee benefit plans maintained by
Molex Incorporated in transactions that were exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) thereto and/or Rule
701 thereunder.
ITEM 8: EXHIBITS
3.1 Restated Certificate of Incorporation of the Company (Incorporated
by reference to Exhibit 3.1 to Company's Form 10-K for the year
ended June 30, 1998) filed with the Commission on September 22, 1998
(File No. 0-7491))
3.2 By-Laws of the Company restated and amended as of July 29, 1999
(Incorporated by reference to Exhibit 3.2 to the Company's Form 10-K
for the year ended June 30, 1999 filed with the Commission on
September 22, 1998 (File No. 0-7491))
4.1 Specimen stock certificate representing Molex Incorporated common
stock.
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 (included in signature page hereto)
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "SECURITIES ACT");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on
17
Form S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) Incorporation of Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
18
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 JULY 28, 2000.
MOLEX INCORPORATED
By: /s/ Frederick A. Krehbiel
--------------------------
Frederick A. Krehbiel
Co-Chairman and Co-Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Frederick A. Krehbiel and John H. Krehbiel, Jr. and each of them his true and
lawful attorneys-in-fact, with full powers of substitution and resubstitution,
for his 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.
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 and Co-Chief Executive July 28, 2000
- --------------------------------- Officer (Principal Executive Officer)
Frederick A. Krehbiel
/s/ John H. Krehbiel, Jr. Co-Chairman and Co-Chief Executive July 28, 2000
- --------------------------------- Officer (Principal Executive Officer)
John H. Krehbiel, Jr.
/s/ Robert B. Mahoney Vice President, Treasurer and Chief July 28, 2000
- --------------------------------- Financial Officer (Principal Financial
Robert B. Mahoney Officer and Principal Accounting Officer)
/s/ Robert J. Potter Director July 28, 2000
- ---------------------------------
Robert J. Potter
/s/ Edgar D. Jannotta Director July 28, 2000
- ---------------------------------
Edgar D. Jannotta
/s/ Fred L. Krehbiel Director July 28, 2000
- ---------------------------------
Fred L. Krehbiel
/s/ Donald G. Lubin Director July 28, 2000
- ---------------------------------
Donald G. Lubin
/s/ Masahisa Naithoh Director July 28, 2000
- ---------------------------------
Masahisa Naitoh
19
/s/ Michael J. Birck Director July 28, 2000
- ---------------------------------
Michael J. Birck
/s/ Douglas K. Carnahan Director July 28, 2000
- ---------------------------------
Douglas K. Carnahan
/s/ J. Joseph King Director July 28, 2000
- ---------------------------------
J. Joseph King
/s/ Martin P. Slark Director July 28, 2000
- ---------------------------------
Martin P. Slark
20
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------- ----------------------
3.1 Restated Certificate of Incorporation of the Company (Incorporated by
reference to Exhibit 3.1 to Company's Form 10-K for the year ended June
30, 1998) filed with the Commission on September 22, 1998 (File No.
0-7491))
3.2 By-Laws of the Company restated and amended as of July 29, 1999
(Incorporated by reference to Exhibit 3.2 to the Company's Form 10-K
for the year ended June 30, 1999 filed with the Commission on September
22, 1998 (File No. 0-7491))
4.1 Specimen stock certificate representing Molex Incorporated common
stock.
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 (included in signature page hereto)