8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

February 2, 2001

Date of Report (Date of earliest event reported)

Woodhead Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other
Jurisdiction of
Incorporation)

0-5971
(Commission File Number)
36-1982580
(I.R.S Employer
Identification
Number)

3 Parkway North, Suite 550, Deerfield, IL 60035

(Address of principal executive offices) (Zip Code)

847-236-9300

(Registrant’s telephone number, including area code)

Item 5.  Other Events and Regulation FD Disclosure.

Attached as Exhibit 99.1 and incorporated herein by this reference is a press release announcing Woodhead’s acquisition of Applicom International S.A.

Item 7.  Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number

99.1 Press release dated February 2, 2001

SIGNATURE

Under the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934 this report was signed on behalf of the Registrant by the authorized person below.

WOODHEAD INDUSTRIES, INC.

Date: February 9, 2001

BY: /s/ Robert H. Fisher      
Robert H. Fisher
Vice President, Finance and C.F.O.
(Principal Financial Officer)

EX-99.1

Exhibit 99.1


                  WOODHEAD INDUSTRIES ANNOUNCES ACQUISITION OF
                          APPLICOM INTERNATIONAL, S.A.

                       ACQUISITION EXPANDS GLOBAL PRESENCE
                            IN INDUSTRIAL AUTOMATION

DEERFIELD, IL., February 2, 2001 -- Woodhead Industries, Inc. (NASDAQ: WDHD)
today announced the acquisition of Applicom International, S.A. The terms of the
transaction were not disclosed. Located near Normandy, France, Applicom produces
software, interface cards and related products that provide communication
connections in industrial automation systems. In 2000, Applicom and its
subsidiaries had consolidated sales of approximately 62 million French Francs
(approx. US$8.8 million)

Philippe Lemaitre, President and Chief Executive Officer, stated, "With the
acquisition of Applicom, Woodhead Industries expands its global presence in the
marketplace for connectivity solutions. Applicom and our SST subsidiary make
Woodhead the number one independent provider of industrial communication
solutions. The combination of these two engineering teams will enable us to
develop state of the art products more quickly, regardless of the protocol
required, and should significantly augment our product offering in the coming
months."

In addition to its operations in France, Applicom has subsidiaries in Germany,
Italy and the United States. Applicom currently focuses its development efforts
on European network technology and high-end Ethernet interface cards. Lemaitre
added, "Applicom's strength is in the European-based protocols. Thus, it will
become our European development center for bus system software and interface
cards."

Woodhead will finance the transaction with cash on hand and bank borrowings. It
is anticipated that Applicom will become accretive during the second half of
fiscal year 2002.

Jean-Claude Geffroy, Applicom's Chairman stated, "Joining Woodhead Industries
will enable Applicom to become a truly international player. Woodhead's North
American connectivity sales channels will offer us strong growth opportunities."

This press release contains statements that are forward-looking. These
statements are based on current expectations that are subject to risks and
uncertainties. In particular, such risks include future actions, prospective
products, future performance or results of current or anticipated products,
sales efforts, expenses, the outcome of contingencies such as legal proceedings,
general economic and business conditions, competition, and other issues
discussed in our Form 10-K and other SEC filings.



About Woodhead Industries, Inc.

Woodhead Industries, Inc. develops, manufactures and markets electronic and
industrial communications products, primarily serving the global automation and
control market with connectivity solutions and specialty electrical products.
Through its connectivity group, Woodhead provides the industrial automation
industry with a single, worldwide source for industrial communications and
connectivity solutions. Its product lines, comprised of four recognized
industry-leading brands: SST(TM), Brad Harrison(R), mPm(TM), and the new
Ethernet addition, RJ Lnxx(TM), make Woodhead the premier supplier of
application-specific connectivity solutions.

For further information contact: Robert Fisher, Vice President, Finance and CFO,
(847) 317-2400, e-mail: rfisher@woodhead.com, or http://www.woodhead.com.