As filed with the Securities and Exchange Commission on June 2, 2006
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LITTELFUSE, INC.
(Exact name of issuer as specified in its charter)
Delaware 36-3795742
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 East Northwest Highway
Des Plaines, Illinois 60016
(Address of principal executive offices) (Zip Code)
LITTELFUSE, INC.
OUTSIDE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
Gordon Hunter Copies of Communications to:
Chairman, President William C. Hermann
and Chief Executive Officer Chapman and Cutler LLP
Littelfuse, Inc. 111 West Monroe Street
800 East Northwest Highway Chicago, Illinois 60603
Des Plaines, Illinois 60016 (312) 845-3000
(847) 824-1188
(Name, address and telephone
number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1)(2) per share(3) price fee
---------- ---------------- ------------ --------- ------------
Common Stock,
$.01 par value 250,000 Shares $34.67 $8,667,500 $927.42
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(1) Pursuant to Rule 416, this Registration Statement also covers an
indeterminate number of shares as may be issued as a result of the
anti-dilution provisions of the Plan.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), to the extent applicable, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(3) Pursuant to Rule 457(c) and (h), the proposed maximum offering price per
share and maximum aggregate offering price and amount of registration fee
are calculated based upon a price per share of $34.67, the average of the
high and low price for the shares of Littelfuse, Inc. Common Stock as
reported by the Nasdaq Stock Market National Market System on May 30,
2006, a date within five business days prior to the date of filing the
Registration Statement.
PART I
INFORMATION REQUIRED IN PROSPECTUS.
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will be
sent or given to employees, officers or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will be
sent or given to employees, officers, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. Such documents, together with the
documents incorporated by reference herein pursuant to Item 3 of Part II of this
Registration Statement on Form S-8, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act, and are available, free of
charge, upon written or oral request as follows: Littelfuse, Inc., 800 East
Northwest Highway, Des Plaines, Illinois 60016, attention Secretary; Tel. No.:
(847) 824-1188.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission by the
Company pursuant to the Securities Exchange Act of 1934 ("1934 Act") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2005 (1934 Act File No. 0-20388).
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 1, 2006 (1934 Act File No. 0-20388).
(c) The Company's Current Reports on Form 8-K filed on February 7,
2006, February 8, 2006, February 10, 2006, February 23, 2006, March 1,
2006, March 6, 2006,
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March 7, 2006, March 10, 2006, March 20, 2006, May 5, 2006 (including as
amended), May 9, 2006 and May 11, 2006 (excluding any portions of such
reports that were furnished).
(d) The description of the Company's Common Stock which is contained
in the Form 10: General Form for Registration of Securities pursuant to
Section 12(b) or (g) of the 1934 Act filed with the Commission on July 7,
1992 (1934 Act File No. 0-20388).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act (excluding any portions of such
documents that were furnished), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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 a part
hereof from the date of filing such documents. Any statement contained in an
incorporated document shall be deemed to be modified or superseded to the extent
that a statement contained herein or in any subsequently filed incorporated
document modifies or supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of Littelfuse, Inc. incorporated by
reference in Littelfuse, Inc.'s Annual Report (Form 10-K) for the year ended
December 31, 2005 (including the schedule appearing therein), and Littelfuse,
Inc. management's assessment of the effectiveness of internal control over
financial reporting as of December 31, 2005 included therein, have been audited
by Ernst & Young LLP, independent registered public accounting firm, as set
forth in their reports thereon, incorporated by reference therein, and
incorporated herein by reference. Such consolidated financial statements and
management's assessment are incorporated herein by reference in reliance upon
such reports given on the authority of such firm as experts in accounting and
auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") gives
Delaware corporations the power to indemnify present and former officers and
directors under certain circumstances. The Certificate of Incorporation of the
Company provides for indemnification by the Company to the fullest extent
permitted by Section 145 of the DGCL of certain persons (including officers and
directors) in connection with any threatened, pending or completed action, suit
or proceeding brought or threatened against such person by reason of his
position with the Company or service at the request of the Company. The
Certificate of Incorporation further provides that indemnification shall not be
exclusive of any rights to which those indemnified may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
In addition, the Company maintains a directors' and officers' liability
insurance policy to insure its liability under the above-described provision of
its Certificate of Incorporation and to insure its individual directors and
officers certain obligations not covered by such provisions.
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ITEM 8. EXHIBITS
The following exhibits are submitted herewith or incorporated by reference
herein.
EXHIBIT
NUMBER DESCRIPTION
4.1 Littelfuse, Inc. Outside Directors' Stock Option Plan (filed as Exhibit B to the Company's
Proxy Statement for Annual Meeting of Stockholders to be held on May 5, 2006 (1934 Act File No.
0-20388), and incorporated herein by reference)
4.2 Certificate of Incorporation of Littelfuse, Inc. (filed as Exhibit 3.1 to the Company's Form
10-K for the fiscal year ended January 3, 1998 (1934 Act File No. 0-20388), and incorporated
herein by reference)
4.3 Bylaws of Littelfuse, Inc. (filed as Exhibit 3(II) to the Company's Form 8-K/A dated May 5,
2006 (1934 Act File No. 0-20388), and incorporated herein by reference)
5.1 Opinion of Chapman and Cutler LLP
23.1 Consent of Chapman and Cutler LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (set forth on page II-7 of this Registration Statement)
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ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(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 of 1933;
(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.
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 a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act
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of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item
6 above, 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 of 1933 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 of 1933 and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Des Plaines, State of Illinois, on June 2, 2006.
LITTELFUSE, INC.
By: /s/Gordon Hunter
--------------------------------
Gordon Hunter,
Chairman, President
and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Gordon Hunter and Philip G. Franklin and each of them, his true and lawful
attorneys-in-fact and agents, with full power and substitution and
resubstitution for him or her in his or her name, place and stead, in any and
all capacities to sign any and all pre-effective and/or post-effective
amendments to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 22, 2006.
SIGNATURE TITLE
/s/Gordon Hunter Chairman, President
------------------------- and Chief Executive Officer
Gordon Hunter (Principal executive officer)
/s/Philip G. Franklin Vice President, Operations Support
------------------------- and Chief Financial Officer
Philip G. Franklin (Principal financial and
accounting officer)
/s/John P. Driscoll Director
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John P. Driscoll
/s/Anthony Grillo Director
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Anthony Grillo
/s/Bruce A. Karsh Director
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Bruce A. Karsh
/s/John E. Major Director
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John E. Major
/s/Ronald L. Schubel Director
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Ronald L. Schubel
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EXHIBIT
NUMBER DESCRIPTION
4.1 Littelfuse, Inc. Outside Directors' Stock Option Plan (filed as Exhibit B to the Company's
Proxy Statement for Annual Meeting of Stockholders to be held on May 5, 2006 (1934 Act File No.
0-20388), and incorporated herein by reference)
4.2 Certificate of Incorporation of Littelfuse, Inc. (filed as Exhibit 3.1 to the Company's Form
10-K for the fiscal year ended January 3, 1998 (1934 Act File No. 0-20388), and incorporated
herein by reference)
4.3 Bylaws of Littelfuse, Inc. (filed as Exhibit 3(II) to the Company's Form 8-K/A dated May 5,
2006 (1934 Act File No. 0-20388), and incorporated herein by reference)
5.1 Opinion of Chapman and Cutler LLP
23.1 Consent of Chapman and Cutler LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (set forth on page II-7 of this Registration Statement)
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