-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OVu+efW+Quj9ADuRWXhEN6wJV92pqBSL6Yupk2pIDgymiMk4O0gCaBzDR7RvCpQq KsOxUmAD50jZ9iaIqs1lxA== 0001104659-04-000432.txt : 20040108 0001104659-04-000432.hdr.sgml : 20040108 20040108160337 ACCESSION NUMBER: 0001104659-04-000432 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040108 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METHODE ELECTRONICS INC CENTRAL INDEX KEY: 0000065270 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 362090085 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-02816 FILM NUMBER: 04515601 BUSINESS ADDRESS: STREET 1: 7401 W WILSON AVE CITY: CHICAGO STATE: IL ZIP: 60706 BUSINESS PHONE: 7088676777 MAIL ADDRESS: STREET 1: 7401 WEST WILSON AVE CITY: CHICAGO STATE: IL ZIP: 60706 8-K 1 a04-1109_18k.htm 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):  January 8, 2004

 

 

METHODE ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-2816

 

36-2090085

State of Other Jurisdiction
of Incorporation

 

Commission File Number

 

I.R.S. Employer Identification
Number

 

7401 West Wilson Avenue, Chicago, Illinois 60706

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (708) 867-6777

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

ITEM 5. Other Events

 

On January 8, 2004, the company issued a press release to announce that the company’s stockholders approved and the company completed a merger pursuant to which each outstanding share of Class B common stock was converted into the right to receive $23.55 in cash, without interest, and each outstanding share of Class A common stock was converted into one share of new Methode common stock having one vote per share.  The company also announced in its press release that the board elected three new board members, declared dividends, adopted a new Stockholders Rights Plan, approved amendments to the company's by-laws and set the record date for its 2003 fiscal year annual meeting.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

ITEM 7. Financial Statements and Exhibits

 

(c)           Exhibits

 

99.1         Methode Electronics, Inc. Press Release issued on January 8, 2004.

 

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.

 

 

 

METHODE ELECTRONICS, INC.

 

 

 

 

Date:  January 8, 2004

By:

/s/ Douglas A. Koman

 

 

 

Douglas A. Koman

 

 

 

Vice President, Corporate Finance

 

 

3

 EX-99.1 3 a04-1109_1ex99d1.htm EX-99.1

Exhibit 99.1

 

News Release

 

For:

Methode Electronics, Inc.

Contact:

Joey Iske

 

7401 West Wilson Avenue

 

Director of Investor Relations

 

Chicago, IL  60706

 

708-457-4060

 

 

 

jiske@methode.com

 

Methode Electronics Completes Transition to One-Class Voting Structure

 

CHICAGO - - January 8, 2004 — Methode Electronics, Inc. (Nasdaq: METHA) announced that today the company’s stockholders approved and the company completed a merger pursuant to which each outstanding share of Class B common stock was converted into the right to receive $23.55 in cash, without interest, and each outstanding share of Class A common stock was converted into one share of new Methode common stock having one vote per share.  The new common stock will continue to trade on the Nasdaq National Market and starting tomorrow under the ticker symbol “METH.”

 

Certificates representing shares of Methode Class A common stock will continue to represent the same number of shares of new common stock.  Registered holders of Methode Class B common stock will soon be sent information and instructions for surrendering their certificates representing Class B common stock in exchange for $23.55 per share in cash, without interest.

 

Dividends

 

The Board today declared a quarterly dividend of $0.05 per share for the quarter ended October 31, 2003 to be paid on January 30, 2004 to common stockholders of record at the close of business on January 18, 2004.  As required by the settlement of the Class A litigation, the Board also declared a $0.04 special dividend to be paid on March 1, 2004 to common stockholders of record at the close of business on January 18, 2004.

 

New Directors Elected

 

Also today the Board elected Christopher J. Hornung, Paul G. Shelton and Lawrence B. Skatoff Board members.  The new directors are independent board members under the corporate governance standards established by the Securities and Exchange Commission and the Nasdaq Stock Market.  Mr. Hornung is the Founder, Chairman and Chief Executive Officer of Pacific Cycle, a large bicycle company in the United States marketing Schwinn, Mongoose, Roadmaster and GT bicycles worldwide through 43 international distributors.  Mr. Shelton is retired from FleetPride, Inc., an independent heavy-duty parts distributor, where he served as Vice President and Chief Financial Officer.  Mr. Skatoff is retired from BorgWarner Inc., a manufacturer of highly engineered systems and components for the automotive industry, where he served as Executive Vice President and Chief Financial Officer.

 

 

Other Actions

 

In other actions today the Board adopted a Stockholder Rights Plan similar to its rights plan that expired upon the effectiveness of the merger and has declared a dividend of one right for each outstanding share of common stock, payable to stockholders of record as of the close of business on January 18, 2004.  The plan is similar to stockholder protective plans adopted by many other companies and its rights will not be exercisable until it is announced that a person or group has become an “acquiring person” by acquiring 15 percent or more of Methode’s outstanding common stock, or a person or group commences a tender offer that will result in such person or group owning 15 percent or more of Methode’s outstanding common stock.

 

The Board also approved certain amendments to Methode’s by-laws, including procedures governing advance notification of stockholder proposals and nominations, and any solicitations for actions by written consent.

 

In addition, the Board set the record date of January 9, 2004 for its 2003 fiscal year annual meeting for stockholders to be held on February 17, 2004.  This meeting will be at 10:30 a.m. at The Rosewood Meeting Facility, 9421 W. Higgins Road, Rosemont, Illinois.

 

About Methode Electronics

 

Methode Electronics, Inc. is a global manufacturer of electronic component and subsystem devices. Methode designs, manufactures and markets devices employing electrical, electronic, wireless, sensing and optical technologies. Methode’s components are found in the primary end markets of the automotive, communications (including information processing and storage, networking equipment, wireless and terrestrial voice/data systems), aerospace, rail and other transportation industries; and the consumer and industrial equipment markets. Further information can be found at Methode’s website http://www.methode.com.

 

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