SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO/A

(Amendment No. 4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

WOODHEAD INDUSTRIES, INC.

(Name of Subject Company (Issuer))

MLX ACQUISITION CORP.

a wholly-owned subsidiary of

MOLEX INCORPORATED

(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $1.00 PER SHARE

(Title of Class of Securities)

979438108

(CUSIP Number of Class of Securities)

Ana Rodriguez
Associate General Counsel
Molex Incorporated
2222 Wellington Court
Lisle, Illinois 60532
(630) 969-4550

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)

Copy To:
Michael M. Froy, Esq.
Sonnenschein Nath & Rosenthal LLP
7800 Sears Tower
Chicago, Illinois 60606
(312) 876-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$247,461,571	$26,479

^* Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for fiscal year 2006,

	issued on November 23, 2005. Based on the offer to purchase all of the outstanding shares of common stock, par value $1.00 per share, of Woodhead Industries, Inc. (“Shares”) at a purchase price of $19.25 cash per Share and 12,498,973 Shares issued and outstanding as of June 29, 2006, and outstanding options as of June 29, 2006 with respect to 1,401,347 Shares at $19.25 per Share less the exercise price of such options.
**	Calculated as 0.0107% of the transaction value.
o	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid:   $26,479	Filing Party:	Molex Incorporated and
			MLX Acquisition Corp.
	Form or Registration No.:   Schedule TO	Date Filed:	July 10, 2006
o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
	þ      third-party tender offer subject to Rule 14d-1.
	o      issuer tender offer subject to Rule 13e-4.
	o      going-private transaction subject to Rule 13e-3.
	o      amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: þ

     This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO, as amended (the “Schedule TO”), originally filed with the Securities and Exchange Commission on July 10, 2006 and as amended and supplemented by Amendment No. 1 filed on July 21, 2006, Amendment No. 2 filed on July 31, 2006 and Amendment No. 3 filed on August 3, 2006, by Molex Incorporated, a Delaware corporation (“Molex” or “Parent”), and MLX Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Molex (“Purchaser”). The Schedule TO relates to the Purchaser’s tender offer for all of the outstanding shares of common stock, par value $1.00 per share (the “Shares”), of Woodhead Industries, Inc., a Delaware corporation (the “Company”), for $19.25 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 10, 2006, as amended (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), which were filed as exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule TO. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO.

Item 5. Purposes of the Transaction and Plans or Proposals.

     Item 5 of the Schedule TO is hereby amended and supplemented as follows:

     In accordance with the Merger Agreement, following completion of the Offer, four members of the Company’s Board of Directors resigned and were replaced by four designees of Parent: Frederick A. Krehbiel, John H. Krehbiel, Jr., Martin P. Slark and David D. Johnson. Three of the Company’s existing directors will remain on the Board pending completion of the Merger.

Item 8. Interest in Securities of the Subject Company

     Item 8 of the Schedule TO is hereby amended and supplemented as follows:

     The Offer expired at 12:00 midnight, New York City time, on Friday, August 4, 2006. Based on information provided by the Depositary, upon the expiration of the Offer 11,713,124 Shares (including approximately 185,006 Shares subject to guarantees of delivery), representing approximately 93.7% of the outstanding Shares, had been validly tendered and not withdrawn pursuant to the Offer. Purchaser has accepted for payment in accordance with the terms of the Offer all Shares validly tendered and not withdrawn prior to the expiration of the Offer.

     On August 7, 2006, Parent issued a press release announcing the results of the Offer and the completion of the Offer. The full text of the press release is filed as Exhibit (a)(5)(E) hereto and is incorporated by referenced herein.

Item 12. Materials to be filed as Exhibits.

     Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

     (a)(5)(E) Press Release issued by Parent, dated August 7, 2006

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 7, 2006	MLX ACQUISITION CORP.
	By:	/s/ DAVID D. JOHNSON
		Name:	David D. Johnson
		Title:	Treasurer
	MOLEX INCORPORATED
	By:	/s/ DAVID D. JOHNSON
		Name:	David D. Johnson
		Title:	Vice President, Treasurer and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit
Number	Exhibit
(a)(1)(A)	Offer to Purchase, dated July 10, 2006.*
(a)(1)(B)	Letter of Transmittal with respect to the Shares.*
(a)(1)(C)	Notice of Guaranteed Delivery with respect to the Shares.*
(a)(1)(D)	Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Nominees.*
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(G)	Form of Summary Advertisement, dated July 10, 2006.*
(a)(5)(A)	Press Release jointly issued by Parent and the Company, dated June 30, 2006.*
(a)(5)(B)	Press Release issued by Parent, dated July 31, 2006.*
(a)(5)(C)	Excerpt from Press Release issued by Parent, dated August 2, 2006.*
(a)(5)(D)	Press Release issued by Parent, dated August 3, 2006.*
(a)(5)(E)	Press Release issued by Parent, dated August 7, 2006.
(b)	None.
(d)(1)	Agreement and Plan of Merger, dated as of June 30, 2006, by and among Parent, the Purchaser and the Company.*
(d)(2)	Confidentiality Agreement, dated as of February 24, 2006, by and between Parent and the Company.*
(g)	None.
(h)	None.

* Previously filed.

EX-99.(A)(5)(E)

Exhibit (a)(5)(E)

MOLEX COMPLETES CASH TENDER OFFER FOR WOODHEAD INDUSTRIES

     Lisle, Illinois, USA — August 7, 2006 — Molex Incorporated (Nasdaq: MOLX and MOLXA), a global electronic components company, announced today that its wholly-owned subsidiary has completed its cash tender offer for all outstanding shares of common stock of Woodhead Industries, Inc. at a price of $19.25 per share.

     The tender offer and withdrawal rights expired at midnight, New York City time, on Friday, August 4, 2006. According to the depositary for the offer, a total of 11,713,124 shares (representing approximately 93.7% of the outstanding shares), including 185,006 shares subject to guarantees of delivery, were tendered and not withdrawn prior to the expiration of the offer. MLX Acquisition Corp., a wholly-owned subsidiary of Molex, has accepted for purchase all shares tendered and not withdrawn in accordance with the terms of the offer. Stockholders who validly tendered prior to the expiration of the offer and whose shares were not properly withdrawn will promptly receive the offer price of $19.25 per share, net to the seller in cash, without interest and less any required withholding taxes.

     As previously disclosed, Molex and Woodhead intend to effect a merger pursuant to which Woodhead will become a wholly-owned subsidiary of Molex. In the merger, each share of Woodhead’s outstanding common stock will be cancelled and (except for shares held by Molex, its subsidiaries or stockholders properly exercising statutory appraisal rights under Delaware law) will be converted into the right to receive $19.25 per share, net to the seller in cash, without interest and less any required withholding taxes. Thereafter, Woodhead’s common stock will cease to be traded on the Nasdaq Global Select Market. It is currently anticipated that the merger will be implemented on an expedited basis pursuant to the short-form procedure available under Delaware law.

About Molex

      Molex is based in Lisle, Illinois and is a 68-year-old manufacturer of electronic components, including electrical and fiber optic interconnection products and systems, switches and integrated products, with 58 plants in 19 countries throughout the world.

About Woodhead

      Woodhead, based in Deerfield, Illinois, develops, manufactures and markets network and electrical infrastructure products engineered for performance in harsh, demanding, and hazardous industrial environments and operates from 21 locations in 10 countries spanning North America, Europe and Asia/Pacific.

Notice to Investors:

     This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer was made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related tender offer materials), as amended, filed by Molex and MLX Acquisition Corp. with the SEC. Stockholders should read the tender offer statement (and related materials), as amended, because they contain important information. Those materials may be obtained for no charge on the SEC’s Web site at www.sec.gov.

For further information, please contact:
Neil Lefort, Senior Vice President, Molex Incorporated, telephone (630) 527-4344