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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Methode Electronics (MM) | NASDAQ:METH | NASDAQ | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0 | - |
| Registration No. 333- |
| Delaware | 36-2090085 | |
| (State or other jurisdiction | (I.R.S. Employer Identification No.) | |
| of incorporation or organization) | ||
| 7401 West Wilson Avenue, Chicago, Illinois | 60706 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| Proposed | Proposed | |||||||||||||
| Amount to | maximum | maximum | ||||||||||||
| be | offering price per | aggregate offering | Amount of | |||||||||||
| Title of securities to be registered | registered(1) | share(2) | price | registration fee | ||||||||||
|
Common Stock, $0.50 par value,
shares available for issuance
pursuant to employee benefit plans
|
1,226,000 | $16.03 | $19,652,780 | $603.34 | ||||||||||
|
Common Stock, $0.50 par value,
shares of restricted stock
previously issued pursuant to
employee benefit plans
|
24,000 | $16.03 | $384,720 | $11.81 | ||||||||||
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of common stock that become issuable under the plan by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
| (2) | Computed pursuant to Rule 457(c) and (h) promulgated under the Securities Act, based upon the average of the high and low price of the registrant’s common stock as reported by the Nasdaq Global Select Market on October 10, 2007. |
| 1 | ||||||||
| 2 | ||||||||
| 6 | ||||||||
| 7 | ||||||||
| 8 | ||||||||
| 8 | ||||||||
| 8 | ||||||||
| 9 | ||||||||
| 10 | ||||||||
| Opinion of Locke Lord Bissell & Liddell LLP | ||||||||
| Consent of Ernst & Young LLP | ||||||||
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RISK FACTORS
Certain statements in this reoffer prospectus are forward-looking statements that are subject
to certain risks and uncertainties. Our business is highly dependent upon three large automotive
customers and specific makes and models of automobiles. Our results will be subject to many of the
same risks that apply to the automotive, appliance, computer and telecommunications industries,
such as general economic conditions, interest rates, consumer spending patterns and technological
changes. Other factors, which may result in materially different results for future periods,
include the risk factors listed below. These risk factors should be considered in connection with
evaluating the forward-looking statements contained in this report because these factors could
cause our actual results and condition to differ materially from those projected in forward-looking
statements. The forward-looking statements in this report are subject to the safe harbor protection
provided under the securities laws.
We depend on a small number of large customers. If we were to lose any of these customers or any of
these customers decreased the number of orders it placed, our future results could be adversely
affected.
During the year ended April 28, 2007, shipments to Ford Motor Company, Daimler Chrysler
AG (either directly or through their tiered suppliers) and Delphi Corporation, each were 10% or
greater of consolidated net sales and, in the aggregate, amounted to approximately 57.4% of
consolidated net sales. The loss of all or a substantial portion of the sales to any of these
customers could have a material adverse effect on our sales, margins, profitability and, as a
result, our share price. The contracts we have entered into with many of our customers provide for
supplying the customers’ requirements for a particular model, rather than for manufacturing a
specific quantity of products. Such contracts range from one year to the life of the model, which
is generally three to seven years. Therefore, the loss of a contract for a major model or a
significant decrease in demand for certain key models or group of related models sold by any of our
major customers could have a material adverse impact on our results of operations and financial
condition by reducing cash flows and our ability to spread costs over a larger revenue base. We
also compete to supply products for successor models and are subject to the risk that the customer
will not select us to produce products on any such model, which could have a material adverse
impact on our results of operations and financial condition.
In addition, we have significant receivable balances related to these customers and
other major customers that would be at risk in the event of their bankruptcy. Due to the financial
stresses within the worldwide automotive industry, certain automakers and tiered customers have
already declared bankruptcy or may be considering bankruptcy. On October 8, 2005, a major customer,
Delphi Corporation and its U.S. subsidiaries (Delphi) filed Chapter 11 petitions for bankruptcy. As
of the bankruptcy, we had approximately $7.6 million of accounts receivable from Delphi and an
intangible asset on our balance sheet of approximately $4.6 million relating to our Delphi supply
agreement as of the bankruptcy filing date. In May 2006, we sold $4.6 million of our claims against
Delphi for their adjusted value. As of April 28, 2007 the intangible asset had a net book value of
approximately $3.2 million. We continue to supply product to Delphi post-petition pursuant to the
supply agreement and do not consider the value of the supply agreement to be impaired. We recorded
a bad debt provision of $2.3 million in fiscal 2006 for Delphi receivables impaired by the
bankruptcy filing. If more of our larger customers declare bankruptcy, it could adversely impact
the collectability of our accounts receivable, bad debt expense and net income.
Because we derive a substantial portion of our revenues from customers in the automotive,
appliance, computer and communications industries, we are susceptible to trends and factors
affecting those industries.
Our components are found in the primary end markets of the automotive, communications
(including information processing and storage, networking equipment, wireless and terrestrial
voice/data systems), aerospace, rail and other transportation industries, appliances and the
consumer and industrial equipment
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markets. Factors negatively affecting these industries and the demand for products also negatively
affect our business, financial condition and operating results. Any adverse occurrence, including
industry slowdown, recession, political instability, costly or constraining regulations, armed
hostilities, terrorism, excessive inflation, prolonged disruptions in one or more of our customers’
production schedules or labor disturbances, that results in significant decline in the volume of
sales in these industries, or in an overall downturn in the business and operations of our
customers in these industries, could materially adversely affect our business, financial condition
and operating results.
Because we derive approximately 70% of our revenues from the automotive industry, any downturns or
challenges faced by this industry may have an adverse effect on our business, financial condition
and operating results.
Approximately 70% of our net sales are to customers within the automotive industry.
Supplying products to the automotive industry involves increasing financial and production stresses
due to continuing pricing pressures by automobile manufacturers; market share gains of North
American subsidiaries of foreign-based automobile manufacturers; overcapacity; supplier
bankruptcies; more automotive supplier-funded design, engineering and tooling costs previously
funded directly by automobile manufacturers; continued customer migration to low-cost Eastern
European and Asian suppliers; and commodity material cost increases. Due to the just-in-time supply
chains within the automotive industry, a disruption in a supply chain caused by an unrelated
supplier due to bankruptcy, work stoppages, strikes, etc. could disrupt our shipments to one or
more automaker customers, which could adversely affect our sales, margins, profitability and, as a
result, our share price. Automakers are experiencing increased volatility and uncertainty in
executing planned new programs which have, in some cases, resulted in cancellation or delays of new
vehicle platforms, package reconfigurations and inaccurate volume forecasts. This increased
volatility and uncertainty has made it more difficult for us to forecast future sales and
effectively utilize capital, engineering, research and development, and human resource investments.
We are subject to intense pricing pressures in the automotive industry.
We supply products to automobile OEMs, either directly or through their tiered
suppliers. The OEM supply industry has undergone a significant consolidation as OEMs have sought to
lower costs, improve quality and increasingly purchase complete systems and modules rather than
separate components. As a result of the cost focus of these major customers, we have been, and
expect to continue to be, required to reduce prices. Because of these competitive pressures, we
cannot assure you that we will be able to increase or maintain gross margins on product sales to
OEMs.
In addition to price reductions over the life of our long-term agreements, we continue
to experience pricing pressures from our automotive customers and competitors, which have affected,
and which will continue to affect our margins to the extent that we are unable to offset the price
reductions with productivity and manufacturing yield improvements, engineering and purchasing cost
reductions, and increases in sales volume. In addition, profit pressures at certain automakers are
resulting in increased cost reduction efforts by them, including requests for additional price
reductions, discontinuing certain features from vehicles, and warranty cost-sharing programs, any
of which could adversely impact our sales growth, margins, profitability and, as a result, our
share price.
Our technology-based business and the markets in which we operate are highly competitive. If we are
unable to compete effectively, our sales will decline.
The markets in which we operate are highly competitive and characterized by rapid
changes due to technological improvements and developments. We compete with a large number of other
manufacturers in each of our product areas; many of these competitors have greater resources and
sales. Price, service and product
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performance are significant elements of competition in the sale of our products. We may be at a
competitive disadvantage with respect to price when compared to manufacturers with lower cost
structures, particularly those with significant offshore facilities located where labor and other
costs are lower. Competition may intensify further if more companies enter the markets in which we
operate. Our failure to compete effectively could materially adversely affect our business,
financial condition and operating results.
Our business is cyclical and seasonal in nature and further downturns in the automotive industry
could reduce the sales and profitability of our business.
A significant portion of our business is dependent on automotive sales and the vehicle
production schedules of our customers. The automotive market is cyclical and depends on general
economic conditions, interest rates and consumer spending patterns. Any significant reduction in
vehicle production by our customers would have a material adverse effect on our business. Our
business is moderately seasonal as our North American automotive customers historically halt
operations for approximately two weeks in July for mandatory vacations and model changeovers and
one to two weeks during the December holiday period. Accordingly, our first and third fiscal
quarter results may reflect this seasonality.
If we are unable to protect our intellectual property or we infringe, or are alleged to infringe,
on another person’s intellectual property, our business, financial condition and operating results
could be materially adversely affected.
We have numerous United States and foreign patents and license agreements covering
certain of our products and manufacturing processes, several of which are considered material to
our business. Our ability to compete effectively with other companies depends, in part, on our
ability to maintain the proprietary nature of our technology. Although we have been awarded, have
filed applications for, or have been licensed under numerous patents in the United States and other
countries, there can be no assurance concerning the degree of protection afforded by these patents
or the likelihood that pending patents will be issued. The loss of any significant combination of
patents and trade secrets could adversely affect our sales, margins, profitability and, as a
result, share price.
We may become involved in litigation in the future to protect our intellectual property
or because others may allege that we infringe on their intellectual property. These claims and any
resulting lawsuit could subject us to liability for damages and invalidate our intellectual
property rights. If an infringement claim is successfully asserted by a holder of intellectual
property rights, we may be required to cease marketing or selling certain products, pay a penalty
for past infringement and spend significant time and money to develop a non-infringing product or
process or to obtain licenses for the technology, process or information from the holder. We may
not be successful in the development of a non-infringing alternative, or licenses may not be
available on commercially acceptable terms, if at all, in which case we may lose sales and profits.
In addition, any litigation could be lengthy and costly and could materially adversely affect us
even if we are successful in the litigation.
We may be unable to keep pace with rapid technological changes, which would adversely affect our
business.
The technologies relating to some of our products have undergone, and are continuing to
undergo, rapid and significant changes. Specifically, end markets for electronic components and
assemblies are characterized by technological change, frequent new product introductions and
enhancements, changes in customer requirements and emerging industry standards. These changes could
render our existing products unmarketable before we can recover any or all of our research,
development and other expenses. Furthermore, the life cycles of our products vary, may change and
are difficult to estimate. If we are unable, for technological or other reasons, to develop and
market new products or product enhancements in a timely and cost-effective manner, our business,
financial condition and operating results could be materially adversely affected.
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Products we manufacture may contain design or manufacturing defects that could result in reduced
demand for our products or services and liability claims against us.
Despite our quality control and quality assurance efforts, defects may occur in the
products we manufacture due to design or manufacturing errors or component failure. Product defects
may result in delayed shipments and reduced demand for our products. We may be subject to increased
costs due to warranty claims on defective products. Product defects may result in product liability
claims against us where defects cause, or are alleged to cause, property damage, bodily injury or
death. We may be required to participate in a recall involving products which are, or are alleged
to be, defective. We carry insurance for certain legal matters involving product liability,
however, we do not have coverage for all costs related to product defects and the costs of such
claims, including costs of defense and settlement, may exceed our available coverage.
We face risks relating to our international operations.
Because we have international operations, our operating results and financial condition
could be adversely affected by economic, political, health, regulatory and other factors existing
in foreign countries in which we operate. Our international operations are subject to inherent
risks, which may adversely affect us, including: political and economic instability in countries in
which our products are manufactured; expropriation or the imposition of government controls;
changes in government regulations; export license requirements; trade restrictions; earnings
expatriation restrictions; exposure to different legal standards; less favorable intellectual
property laws; health conditions and standards; currency controls; fluctuations in exchange rates;
increases in the duties and taxes we pay; high levels of inflation or deflation; greater difficulty
in collecting our accounts receivable and longer payment cycles; changes in labor conditions and
difficulties in staffing and managing our international operations; limitations on insurance
coverage against geopolitical risks, natural disasters and business operations; communication among
and management of international operations. In addition, these same factors may also place us at a
competitive disadvantage to some of our foreign competitors.
We may acquire businesses or divest of various business operations. These transactions may pose
significant risks and may materially adversely affect our business, financial condition and
operating results.
We intend to explore opportunities to buy other businesses or technologies that could
complement, enhance or expand our current business or product lines or that might otherwise offer
growth opportunities. Any transactions that we are able to identify and complete may involve a
number of risks, including: the diversion of our management’s attention from our existing business
to integrate the operations and personnel of the acquired or combined business or joint venture;
possible adverse effects on our operating results during the integration process; and our possible
inability to achieve the intended objectives of the transaction. In addition, we may not be able to
successfully or profitably integrate, operate, maintain and manage our newly acquired operations or
employees. We may not be able to maintain uniform standards, controls, procedures and policies, and
this may lead to operational inefficiencies. In addition, future acquisitions may result in
dilutive issuances of equity securities or the incurrence of additional debt.
We have in the past, and may in the future, consider divesting certain business
operations. Divestitures may involve a number of risks, including the diversion of management’s
attention, significant costs and expenses, the loss of customer relationships and cash flow, and
the disruption of operations in the affected business. Failure to timely complete a divestiture or
to consummate a divestiture may negatively affect valuation of the affected business or result in
restructuring charges.
We cannot assure you that the newly-acquired TouchSensor Technologies business will be successful
or that we can implement and profit from any new applications of the acquired technology.
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We acquired TouchSensor in March 2007. As a result of this acquisition, we now design
and manufacture software-free touch-sensitive user interface panels found on products that are used
primarily in the consumer durables sector, including home appliances for cooking, laundry,
refrigeration and dishwashing. The technology is also used in commercial applications, such as
exercise equipment and some automotive applications. As such, TouchSensor technology is subject to
the cyclical nature of the consumer and commercial markets, and any economic downturn will
necessarily cause a decrease in demand for TouchSensor products. Economic recession would have an
adverse effect on the TouchSensor business and our operating results. Also, the market for touch
sensors is extremely competitive and rapidly changing. If we do not keep pace with technological
innovations in the industry, our products may not be competitive and our revenue and operating
results may suffer. In addition, we rely on multiple patents to protect our intellectual property
rights in the TouchSensor technology. If we are unable to adequately protect our TouchSensor
intellectual property rights, we could suffer impaired competitive advantage, reduced revenue, and
increased costs. Furthermore, while we intend to expand the TouchSensor business by integrating the
technology into additional automotive applications, we can make no guarantee that such ventures
will be successful or profitable.
We are dependent on the availability and price of raw materials.
We require substantial amounts of raw materials, including petroleum, glass, copper and
precious metals, and all raw materials we require are purchased from outside sources. The
availability and prices of raw materials may be subject to curtailment or change due to, among
other things, new laws or regulations, suppliers’ allocations to other purchasers, interruptions in
production by suppliers, changes in exchange rates and worldwide price levels. Any change in the
supply of, or price for, these raw materials could materially affect our results of operations and
financial condition. We did experience significant price increases in fiscal 2007 for copper,
precious metals and petroleum based raw materials.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares which may be sold by this
reoffer prospectus. All expenses of registration incurred in connection with this offering are
being borne by us, but all selling and other expenses incurred by a selling stockholder will be
borne by the selling stockholder.
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SELLING STOCKHOLDERS
The 24,000 shares of our common stock to which this reoffer prospectus relates consist of
shares of restricted stock, and are being registered for reoffers and resales by our directors
named below, who acquired the shares pursuant to our 2007 Stock Plan. The selling stockholders may
resell all, a portion, or none of the shares of common stock from time to time. The address of
each selling stockholder is in care of Methode Electronics, Inc. 7401 West Wilson Avenue, Chicago,
Illinois 60706.
Number of shares
Number of shares
to be beneficially
Position with
Number of shares
covered by this
owned if all shares
Name of Selling
Methode
beneficially owned
reoffer prospectus
offered hereby are
Stockholder
Electronics, Inc.
(1)
(2)
sold (1)
Warren L. Batts
Chairman of the Board
36,000
(3)
3,000
33,000
(3)
J. Edward Colgate
Director
11,370
3,000
8,370
Darren M. Dawson
Director
12,000
3,000
9,000
Isabelle C. Goossen
Director
12,000
3,000
9,000
Christopher
J. Hornung
Director
32,850
3,000
29,850
Paul G. Shelton
Director
21,850
3,000
18,850
Lawrence B. Skatoff
Director
13,850
3,000
10,85
George S. Spindler
Director
22,410
3,000
19,410
(1)
This table sets forth information regarding our common stock beneficially owned as of
the date of this prospectus. Beneficial ownership arises from sole voting and investment
power unless otherwise indicated in the footnotes below. For each director, the numbers
include 1,000 shares of restricted stock subject to forfeiture. For Messrs. Batts, Skatoff
and Spindler, these shares will automatically vest in the event of their retirement from
the Board.
(2)
All shares in this column are vested shares of restricted stock.
(3)
Includes options to purchase 10,000 shares of common stock exercisable within 60 days.
Any selling stockholder may from time to time sell under this prospectus any or all of the
shares of common stock owned by it. Because the selling stockholder is not obligated to sell any
or all of the shares of common stock held by it, we cannot estimate the number of shares of common
stock that the selling stockholder will beneficially own after this offering.
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PLAN OF DISTRIBUTION
The shares of common stock covered by this reoffer prospectus are being registered by us for
the account of the selling stockholders. The shares of common stock offered hereby may be sold
from time to time directly by or on behalf of the selling stockholder in or one more transactions
on the Nasdaq Global Select Market, the New York Stock Exchange or on any stock exchange on which
the common stock may be listed at the time of sale, in privately negotiated transactions, or
through a combination of such methods, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at fixed prices (which may be changed) or at negotiated
prices. The selling stockholder may sell shares through one or more agents, brokers or dealers or
directly to purchasers. Such brokers or dealers may receive compensation in the form of
commissions, discounts or concessions from the selling stockholders and/or purchasers of the shares
or both. Such compensation as to a particular broker or dealer may be in excess of customary
commissions.
In connection with their sales, a selling stockholder and any participating broker or dealer
may be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions
they receive and the proceeds of any sale of shares may be deemed to be underwriting discounts and
commissions under the Securities Act.
We are bearing all costs relating to the registration of the shares of common stock. Any
commissions or other fees payable to broker-dealers in connection with any sale of the shares will
be borne by the selling stockholder or other party selling such shares. In order to comply with
certain states’ securities laws, if applicable, the shares may be sold in such jurisdictions only
through registered or licensed brokers or dealers. In certain states, the shares may not be sold
unless the shares have been registered or qualified for sale in such state, or unless an exemption
from registration or qualification is available and is obtained or complied with. Sales of the
shares must also be made by the selling stockholders in compliance with all other applicable state
securities laws and regulations.
In addition to any shares sold hereunder, selling stockholders may sell shares of common stock
in compliance with Rule 144. There is no assurance that the selling stockholders will sell all or
a portion of the common stock offered hereby.
The selling stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities in connection with the
offering of the shares arising under the Securities Act.
We have notified the selling stockholders of the need to deliver a copy of this prospectus in
connection with any sale of the shares.
LEGAL MATTERS
The validity of the shares of common stock which are offered under the Registration Statement
of which this prospectus forms a part will be passed upon for us by Locke Lord Bissell & Liddell
LLP.
EXPERTS
The consolidated financial statements, the related financial statement schedule and
management’s assessment of the effectiveness of internal control over financial reporting
incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for the
year ended April 28, 2007, have been audited by Ernst & Young LLP, an independent registered public
accounting firm, 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.
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DOCUMENTS INCORPORATED BY REFERENCE
We are incorporating by reference certain information that we have filed with the SEC under
the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), which means that we disclose important information to you by referring you to another
document filed separately with the SEC. The information contained in the documents we are
incorporating by reference is considered to be part of this reoffer prospectus and the information
that we later file with the SEC will automatically update and supersede the information contained
or incorporated by reference into this reoffer prospectus. We are incorporating by reference:
•
Our Annual Report on Form 10-K for the fiscal year ended April 28, 2007;
•
Annual Report on Form 11-K for our 401(k) Savings Plan for the year
ended December 31, 2006;
•
Our Quarterly Report on Form 10-Q for the quarter ended July 28, 2007;
•
Our Current Reports on Form 8-K filed with the Commission on September
19, 2007; September 21, 2007; and October 10, 2007; and
•
The description of our common stock, $0.50 par value per share,
contained in our Registration Statement on Form 8-A filed October 12,
1982, registering such shares pursuant to Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of
updating such description.
All documents that we subsequently file pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act, except for such reports and/or documents that are only “furnished” to the Commission
or that are otherwise not deemed to be filed with the Commission pursuant to such Exchange Act
sections, prior to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent that a statement
contained in this registration statement, or in any other subsequently filed document that also is
or is deemed to be incorporated by reference in this registration statement, modifies or supersedes
such prior statement. Any statement contained in this registration statement shall be deemed to be
modified or superseded to the extent that a statement contained in a subsequently filed document
that is or is deemed to be incorporated by reference in this registration statement modifies or
supersedes such prior statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration statement.
We will provide without charge to each person to whom a reoffer prospectus is delivered, upon
written or oral request by such person, a copy of any or all of the documents that have been
incorporated by reference in this registration statement but not delivered with the reoffer
prospectus. Written requests should be sent to:
Methode Electronics, Inc.
7401 West Wilson Avenue
Chicago, Illinois 60706
Attention: Investor Relations
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Oral requests should be made by telephoning (708) 867-6777.
AVAILABLE INFORMATION
We are subject to the information requirements of the Exchange Act. Accordingly, we file
annual, quarterly and current reports, proxy statements and other information with the SEC. We
also furnish to our stockholders annual reports, which include financial statements audited by our
independent registered public accounting firm, and other reports which the law requires us to send
to our stockholders. The public may read and copy any reports, proxy statements or other
information that we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C.
20549. The public may obtain information on the public reference room by calling the SEC at
1-800-SEC-0330. Our SEC filings are also available to the public from commercial documents
retrieval services and at the web site maintained by the SEC at www.sec.gov.
We also make available on our website (
www.methode.com
), free of charge, our annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as soon as
practical after we file these reports with the SEC.
Our common stock is currently listed on the Nasdaq Global Select Market under the trading
symbol “METH.” Beginning on October 17, 2007, we expect that our common stock will be listed on
the New York Stock Exchange under the trading symbol “MEI.”
We have filed with the SEC a registration statement on Form S-8 under the Securities Act with
respect to the shares offered by this reoffer prospectus. This reoffer prospectus does not contain
all of the information in the registration statement. You will find more information about us and
our common stock in the registration statement. Any statements made in this reoffer prospectus
concerning the provisions of legal documents are not necessarily complete and you should read the
documents which are filed as exhibits to the registration statement or otherwise filed with the
SEC.
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24,000 Shares
Methode Electronics, Inc.
Common Stock
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this registration statement the documents
listed below which have previously been filed with the Commission:
1.
The Registrant’s Annual Report on Form 10-K for the fiscal year ended April 28,
2007;
2.
The Annual Report on Form 11-K for the Registrant’s 401(k) Savings Plan for the
year ended December 31, 2006;
3.
The Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 28,
2007;
4.
The Registrant’s Current Reports on Form 8-K filed with the Commission on
September 19, 2007; September 21, 2007; and October 10, 2007.
5.
The description of the Registrant’s common stock, $0.50 par value per share,
contained in the Registrant’s Registration Statement on Form 8-A filed October 12,
1982, registering such shares pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), including any amendment or report filed for the
purpose of updating such description.
In addition, each document or report subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, except for such reports and/or
documents that are only “furnished” to the Commission or that are otherwise not deemed to be filed
with the Commission pursuant to such Exchange Act sections, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities offered by this
registration statement have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into this registration statement and to be
part hereof from the date of filing of such documents.
Item 4.
Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law grants a Delaware corporation broad power
to indemnify its officers, directors, employees and agents, in connection with actual or threatened
actions, suits or proceedings, provided that such officer, director, employee or agent acted in
good faith and in a manner such officer, director, employee or agent reasonably believed to be in,
or not opposed to, the corporation’s best interests, and for criminal proceedings, had no
reasonable cause to believe his or her conduct was unlawful.
Section 102 of the Delaware General Corporation Law permits a Delaware corporation to include
in its certificate of incorporation a provision eliminating a director’s liability to a corporation
or its stockholders for monetary damages for breaches of fiduciary duty, but the statute also
provides that liability for breaches of the duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of
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the law, any violation of Section 174 of the Delaware General Corporation Law and the receipt
of improper personal benefits cannot be eliminated or limited in this manner.
As permitted by the above provisions of the Delaware General Corporation Law, the Registrant’s
Restated Certificate of Incorporation provides that the Registrant shall indemnify and hold
harmless any person who was or is made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a
director or officer of the Registrant or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit plan (hereinafter
an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as
a director, officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent, against all expense, liability and loss (including attorneys’ fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such Indemnitee in connection therewith. Such indemnification shall
continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however,
that, except as provided below with respect to Proceedings to enforce rights to indemnification,
the Registrant shall indemnify any such Indemnitee in connection with a Proceeding (or part
thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by
the Board of Directors of the Registrant.
The right to indemnification conferred in preceding paragraph includes the right to be paid by
the Registrant the expenses incurred in defending any Proceeding for which such right to
indemnification is applicable in advance of its final disposition (hereinafter an “Advancement of
Expenses”); provided, however, that, if Delaware General Corporation Law requires, an Advancement
of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such Indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon delivery to the Registrant
of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no further right to appeal
that such Indemnitee is not entitled to be indemnified for such expenses.
The rights to indemnification and to the Advancement of Expenses conferred in the preceding
two paragraphs are contract rights. If a claim under either of the preceding paragraphs is not paid
in full by the Registrant within sixty days after a written claim has been received by the
Registrant, except in the case of a claim for an Advancement of Expenses, in which case the
applicable period shall be twenty days, the Indemnitee may at any time thereafter bring suit
against the Registrant to recover the unpaid amount of the claim. If successful in whole or in part
in any such suit, or in a suit brought by the Registrant to recover an Advancement of Expenses
pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce
a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a
right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the
Registrant to recover an Advancement of Expenses pursuant to the terms of an undertaking the
Registrant shall be entitled to recover such expenses upon a final adjudication that, the
Indemnitee has not met any applicable standard for indemnification set forth in the Delaware
General Corporation Law. Neither the failure of the Registrant (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Registrant (including its Board of Directors,
independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable
standard of conduct, shall create a presumption that the Indemnitee has not met the applicable
standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such
suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an
Advancement of Expenses hereunder, or by the Registrant to recover an
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Advancement of Expenses pursuant to the terms of an undertaking, the burden of proving that
the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, shall be on
the Registrant.
Nevertheless, in compliance with Section 102 of the Delaware General Corporation Law, no
director of the Registrant shall be personally liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit. Any repeal or modification of this
paragraph by the stockholders of the Registrant shall be prospective only, and shall not adversely
affect any right or protection of a director of the Registrant existing at the time of such repeal
or modification.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 9.
Undertakings.
The undersigned Registrant hereby undertakes:
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A. (1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after
the effective date of this 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 this registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement; provided, however, that
paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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. That, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’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. Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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 Registrant 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.
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SIGNATURES
The Registrant
. Pursuant to the requirements of the Securities Act, the Registrant 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 City of Chicago, State of Illinois, on October 15, 2007.
METHODE ELECTRONICS, INC.
By:
/s/ DONALD W. DUDA
Donald W. Duda
Its:
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Donald W. Duda and Douglas A. Koman, each of them with power to act
without the other, as his/her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any or all amendments (including, without limitation, post-effective
amendments) to this registration statement, and to file the same, or cause to be filed the same,
with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent full power to do and
perform each and every act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on the date indicated.
Name and Capacity
Date
/s/ WARREN L. BATTS
October 15, 2007
Warren L. Batts
Chairman of the Board
/s/ DONALD W. DUDA
October 15, 2007
Donald W. Duda
President and Chief Executive Officer, Director
/s/ DOUGLAS A. KOMAN
October 15, 2007
Douglas A. Koman
Vice President, Corporate Finance and Chief Financial
Officer
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Name and Capacity
Date
/s/ J. EDWARD COLGATE
October 15, 2007
J. Edward Colgate
Director
/s/ DARREN M. DAWSON
Darren M. Dawson
October 15, 2007
Director
/s/ ISABELLE C. GOOSSEN
October 15, 2007
Isabelle C. Goossen
Director
/s/ CHRISTOPHER J. HORNUNG
October 15, 2007
Christopher J. Hornung
Director
/s/ PAUL G. SHELTON
October 15, 2007
Paul G. Shelton
Director
/s/ LAWRENCE B. SKATOFF
October 15, 2007
Lawrence B. Skatoff
Director
/s/ GEORGE S. SPINDLER
October 15, 2007
George S. Spindler
Director
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INDEX TO EXHIBITS
Exhibit
Number
Description of Exhibit
4.1
Article Four of the Registrant’s Restated Certificate of Incorporation (incorporated herein by reference to
Exhibit 99.1 of the
Registrant’s
Current Report on
Form 8-K filed
January 9, 2004).
4.2
Rights Agreement dated as of January 8, 2004 between Methode Electronics, Inc. and Mellon
Investor Services LLC (“Rights Agreement”) (incorporated herein by reference to Exhibit 2.1 of
the Registrant’s Form 8-A filed January 8, 2004).
4.3
Form of Certificate of Designation of Series A Junior Participating Preferred Stock of
Methode Electronics, Inc. (incorporated herein by reference to Exhibit 2.1 of the Registrant’s
Form 8-A filed January 8, 2004 (Exhibit A to the Rights Agreement)).
4.4
Form of Right Certificate (incorporated herein by reference to Exhibit 2.1 of the
Registrant’s Form 8-A filed January 8, 2004 (Exhibit B to the Rights Agreement)).
4.5
Summary of Rights to Purchase Preferred Shares (incorporated herein by reference to Exhibit
2.1 of the Registrant’s Form 8-A filed January 8, 2004 (Exhibit B to the Rights Agreement)).
4.6
Specimen Common Stock Certificate of the Registrant (incorporated herein by reference to
Exhibit 2.4 of the Registrant’s Form 8-A/A filed April 1, 2005).
4.7
Methode Electronics, Inc. 2007 Stock Plan (incorporated herein by reference to Exhibit 10.1
of the Registrant’s Form 8-K filed September 19, 2007).
5.1
Opinion of Locke Lord Bissell & Liddell LLP.
23.1
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2
Consent of Locke Lord Bissell & Liddell LLP (included in Exhibit 5.1 above).
24.1
Power of Attorney (included on signature page).
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