As filed with the Securities and Exchange Commission on June 12, 2007
Registration No. 333-134699
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
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' EQUITY 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(3) fee(3)
---------- ---------------- ------------ --------- ------------
Common Stock,
$.01 par value 250,000 Shares N/A N/A N/A
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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) No additional securities are being registered. The registration fees were
paid upon filing of the original Registration Statement on Form S-8 (Commission
File No. 333-134699) on May 2, 2006. Therefore, no further registration fee is
required.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 (Commission File No. 333-134699), filed with the Securities and
Exchange Commission (the "Commission") on May 2, 2006, relating to the Plan, is
being filed by the Company to reflect the change in the name of the Plan from
the Littlefuse, Inc. Outside Directors' Stock Option Plan to the Littlefuse,
Inc. Outside Directors' Equity Plan, which became effective as of April 27,
2007.
A total of 250,000 shares of the Company's Common Stock were initially
registered pursuant to this Registration Statement, as filed with the Commission
on May 2, 2006. No additional securities are being registered pursuant to this
Post-Effective Amendment No. 1.
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 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.
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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 30, 2006 (1934 Act File No. 0-20388).
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2007 (1934 Act File No. 0-20388).
(c) The Company's Current Reports on Form 8-K filed on February
6, 2007, February 8, 2007, March 19, 2007 (two reports), May 2, 2007
and May 3, 2007 (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 and schedule of Littelfuse, Inc.
appearing in Littelfuse, Inc.'s Annual Report on Form 10-K for the year ended
December 30, 2006, and Littelfuse, Inc. management's assessment of the
effectiveness of internal control over financial reporting as of December 30,
2006 included therein have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their reports therein
included 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 authority of such firm as
experts in auditing and accounting.
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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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are submitted herewith or incorporated by
reference herein.
EXHIBIT
NUMBER DESCRIPTION
4.1 Littelfuse, Inc. Outside Directors' Equity Plan (filed as Exhibit
A to the Company's Proxy Statement for Annual Meeting of
Stockholders to be held on April 27, 2007 (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 dated February 2, 2007 (1934 Act File No.
0-20388), and incorporated herein by reference)
5.1 Opinion of Chapman and Cutler LLP (filed with the original
Registration Statement on Form S-8 (SEC File No. 333-134699) on
May 2, 2006 and incorporated herein by reference)
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EXHIBIT
NUMBER DESCRIPTION
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 the original
Registration Statement on Form S-8 (SEC File No. 333-134699) on
May 2, 2006 and incorporated herein by reference)
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*Filed herewith.
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
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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 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 12, 2007.
LITTELFUSE, INC.
By: /s/ Gordon Hunter
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Gordon Hunter,
Chairman, President
and Chief Executive Officer
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 June 12, 2007.
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)
* Director
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John P. Driscoll
* Director
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Anthony Grillo
* Director
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John E. Major
/s/ William P. Noglows Director
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William P. Noglows
* Director
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Ronald L. Schubel
*By: /s/ Philip G. Franklin
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Philip G. Franklin
(As Attorney-in-Fact)
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