8-K

                                 UNITED STATES
                       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


        Date of Report (Date of earliest event reported): August 9, 2006

                           Woodhead Industries, Inc.
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                     0-5971                    36-1982580
(State or Other Jurisdiction      (Commission File              (IRS Employer
  of Incorporation) Number)                                 Identification No.)

                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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2 (b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4 (c))





Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing; Item 3.03 Material Modification in Rights of
Security Holders; Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers.

Effective August 9, 2006, MLX Acquisition Corp. (the "Purchaser"), a Delaware
corporation and wholly-owned subsidiary of Molex Incorporated ("Parent"), a
Delaware corporation, was merged (the "Merger") with and into Woodhead
Industries, Inc. (the "Company"), a Delaware corporation, pursuant to the terms
of the Agreement and Plan of Merger dated as of June 30, 2006, between Parent,
the Purchaser and the Company (the "Merger Agreement"). As a result of the
Merger, each share of common stock, par value $1.00 per share (each, a
"Share"), of the Company then outstanding (other than treasury Shares and
Shares that are owned by (i) Parent, the Purchaser of any other wholly-owned
subsidiary of Parent or (ii) shareholders who properly exercise dissenters'
rights under Section 262 of the General Corporation Law of the state of
Delaware) has been converted into the right to receive cash in the amount of
$19.25 per Share, without interest.

As a result of the Merger, the Company no longer fulfills the numerical listing
requirements of the NASDAQ. Accordingly, following the completion of the Merger
the Company notified the NASDAQ and requested that its common stock be
withdrawn from listing on the NASDAQ prior to the open of trading on August 10,
2006. As a result, the Shares are no longer listed on the NASDAQ. The Company
also filed with the Securities and Exchange Commission (the "SEC") on August 9,
2006 a Certification on Form 15 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requesting that the Company's common stock be
deregistered and that the Company's reporting obligations under Sections 13 and
15(d) of the Exchange Act be suspended.

As contemplated by the Merger Agreement, Frederick A. Krehbiel, John H.
Krehbiel, Jr. and Martin P. Slark, the directors of Purchaser immediately prior
to the Merger, became the directors of the Company upon consummation of the
Merger.

The foregoing description of the Merger Agreement (including the description of
the consideration paid in connection with the Merger) is qualified in its
entirety by reference to the Merger Agreement, a copy of which was filed as
Exhibit 2.1 to the Form 8-K filed by the Company on July 5, 2006.

A copy of the press release issued by Parent announcing the completion of the
Merger is attached as Exhibit 99.1 hereto.


Item 8.01   Other Events

         Closing of the Merger

The information contained in Items 3.01, 3.03 and 5.02 above is incorporated
herein by reference.

                                       1


Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.        Description
- -----------        -----------
   99.1            Press release issued by  Parent dated August 10, 2006,
                   announcing the completion of the Merger.

                                       2





                                   SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                              WOODHEAD INDUSTRIES, INC.

Date: August 10, 2006         By:    /s/ Robert H. Fisher
                                     --------------------
                                     Name: Robert H. Fisher
                                     Title:  Vice President, Finance and C.F.O.
                                             (Principal Financial Officer)

                                       3





                                 EXHIBIT INDEX

   Exhibit No.        Description
   -----------        -----------

       99.1           Press release issued by Parent dated August 10, 2006,
                      announcing the completion of the Merger.


                                       4

EX-99

                                                              EXHIBIT 99.1


FOR IMMEDIATE RELEASE

                                MOLEX COMPLETES
                       ACQUISITION OF WOODHEAD INDUSTRIES

         Lisle, IL, August 10, 2006 -- Molex Incorporated (Nasdaq: MOLX and
MOLXA) announced today that it has completed the final step in the previously
reported acquisition of Woodhead Industries, Inc. through the merger of a
wholly-owned subsidiary of Molex with Woodhead. As a result of the merger,
Woodhead is now a wholly-owned subsidiary of Molex. The merger followed the
recently-completed tender offer by Molex.

         At the time of the merger, Molex owned over 90% of the outstanding
shares of common stock of Woodhead Industries, Inc. In the merger, each share
of Woodhead's outstanding common stock was cancelled and (except for shares
held by Molex, its subsidiaries or stockholders properly exercising statutory
appraisal rights under Delaware law) converted into the right to receive $19.25
per share (the price paid in the tender offer), net to the seller in cash,
without interest and less any required withholding taxes.

         Woodhead's common stock has ceased to be traded on the Nasdaq Global
Select Market. Information will be mailed to former Woodhead stockholders who
did not tender their shares into the offer explaining the steps to be taken to
obtain the merger consideration or exercise statutory appraisal rights 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, manufacturers and
markets networks 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.

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