-----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, O6pWsyOiPSjbVyqm8LM8aQYoniossN4dKbQTmcNC1//DgLT7WTrVYtRqp1gGpr/l JkAbb2aVqFmZYsH0uG+VAQ== 0000067472-01-500008.txt : 20010223 0000067472-01-500008.hdr.sgml : 20010223 ACCESSION NUMBER: 0000067472-01-500008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010215 EFFECTIVENESS DATE: 20010215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOLEX INC CENTRAL INDEX KEY: 0000067472 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 362369491 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-55700 FILM NUMBER: 1547976 BUSINESS ADDRESS: STREET 1: 2222 WELLINGTON CT CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 6305274253 MAIL ADDRESS: STREET 1: 2222 WELLINGTON COURT CITY: LISLE STATE: IL ZIP: 60532 S-8 1 s8doc.txt FORM S-8 As filed with the Securities and Exchange Commission on February 15, 2001 Reg. No. 333-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOLEX INCORPORATED (Exact Name of Registrant as Specified in its Charter) Delaware 36-2369491 (State of Incorporation) (I.R.S. Employer Identification No.) 2222 Wellington Court, Lisle, Illinois 60532 (Address and Zip Code of Principal Executive Offices) THE 2000 MOLEX INCORPORATED LONG-TERM STOCK PLAN (Full Title of the Plan) Louis A. Hecht, Secretary and General Counsel Molex Incorporated 2222 Wellington Court Lisle, Illinois 60532 (630) 969-4550 (Name, Address, and Telephone Number of Agent For Service) ______________ CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Aggregate Offering Registration Fee to be Registered Registered (1) Per Share (2) Price (2) Class A Common Stock, par value $.05 per share 3,000,000 shares $29.4375 $88,312,500 $22,078.13
(1) Pursuant to Rule 416(a), this registration Statement also covers such indeterminable number of additional shares of Class A Common Stock as may be issued pursuant to the anti-dilution provisions of the 2000 Molex Incorporated Long-Term Stock Plan. (2) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average of the high and low prices reported for the Registrant's common stock on the Nasdaq National Market on February 12, 2001. Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended. EXPLANATORY NOTE Molex Incorporated has prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the "SECURITIES ACT") to register shares of Class A common stock, par value $.05 per share (the "COMMON STOCK") issued upon exercise of options granted or bonus awarded under The 2000 Molex Incorporated Long-Term Stock Plan (the "PLAN"). PART I SECTION 10(a) PROSPECTUS With regard to information required in the Section 10(a) prospectus, the information required by Part I (Items 1 and 2) of Form S-8 is omitted from this registration statement in accordance with Rule 428(b) promulgated under the Securities Act and the Note to Part I of Form S-8. Molex will send or give the documents containing the information specified in Part I of Form S-8 to employees as specified by Rule 428(b)(1) promulgated under the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE DOCUMENTS FILED WITH THE COMMISSION The following documents filed with the Securities and Exchange Commission (the "COMMISSION") by Molex Incorporated (the "COMPANY") are incorporated in this Registration Statement on Form S-8 (the "Registration Statement") by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000 ("2000 FORM 10-K") filed with the Commission on September 22, 2000 (File No. 0-7491). (b) The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 filed with the Commission on November 13, 2000 and amended January 8, 2001 (File No. 0-7491). (c) The Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2000 filed with the Commission on February 11, 2001 (File No. 0-7491). (d) All other reports filed pursuant to Section 13(a) or 15(d) of The Securities Exchange Act of 1934, as amended, (the "EXCHANGE ACT") since the end of the fiscal year covered by the annual report on Form 10-K referred to in (a) above. (f) The description of the Company's Class A Common Stock in the final prospectus forming a part of the Company's Registration Statement on Form S-3 (Reg. No. 33-57613) filed with the Commission under the Securities Act on February 7, 1995, as amended by Amendment No. 1 thereto filed with the Commission on February 16, 1995 (as amended, the "S-3 REGISTRATION STATEMENT"). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post- effective amendment which indicates that all securities registered hereunder have been sold or which deregisters all of the securities offered then remaining unsold, shall be deemed to be incorporated herein by reference and to be part hereof from the date of filing of such documents. EXPERTS The consolidated financial statements and the related consolidated financial statement schedule incorporated in this Registration Statement by reference from the Company's Annual Report on Form 10-K for the year ended JUNE 30, 2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. ITEM 4: DESCRIPTION OF SECURITIES Not applicable. ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL The legality of the Common Stock offered pursuant to this Registration Statement will be passed upon for the Company by Louis A. Hecht, Secretary and General Counsel of the Company. Mr. Hecht beneficially owns less than 1% of the Company's outstanding Common Stock. ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia, empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys' fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Similar indemnity is authorized for such persons against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of any such threatened, pending or completed action or suit by or in the right of the corporation if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Similar indemnity is authorized for such persons against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of any such threatened, pending or completed action or suit by or in the right of the corporation if such person acted in good faith and in a manner he reasonable believed to be or in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the shareholders or disinterested directors or by independent legal counsel in a written opinion that indemnification is proper because the indemnitee has met the applicable standard of conduct. The Certificate of Incorporation of the Company provides that directors and officers shall be indemnified as described above in this paragraph to the fullest extent permitted by the DGCL; provided, however, that any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person shall be indemnified only if such proceeding (or part thereof) was authorized by the board of directors of the Company. Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145. The Certificate of Incorporation of the Company provides, that, to the fullest extent permitted by the DGCL, no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Section 102(b)(7) of the DGCL currently provides that such provisions do not eliminate the liability of a director (i) for a breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to the declaration of dividends and purchase or redemption of shares in violation of the DGCL), or (iv) for any transaction from which the director derived an improper personal benefit. The Company maintains policies insuring its and its subsidiaries' officers and directors against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933. ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8: EXHIBITS 3.1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Company's Form 10-K for the year ended June 30, 2000) filed with the Commission on September 22, 2000 (File No. 0-7491)) 3.2 By-Laws of the Company restated and amended as of July 29, 2000 (incorporated by reference to Exhibit 3.2 to the Company's Form 10-K for the year ended June 30, 2000 filed with the Commission on September 22, 2000 (File No. 0-7491)) 4.1 Specimen stock certificate representing Molex Incorporated Class A common stock. 5.1 Opinion of Louis A. Hecht 23.1 Consent of Louis A. Hecht (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP 24.1 Powers of Attorney ITEM 9. UNDERTAKINGS (a) Rule 415 Offering. The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (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; (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 registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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) Incorporation of Subsequent Exchange Act Documents by Reference. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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) Form S-8 Registration Statement. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Village of Lisle, State of Illinois, on FEBRUARY 15, 2001. MOLEX INCORPORATED By: s/ Frederick A. Krehbiel Frederick A. Krehbiel Co-Chairman and Co-Chief Executive Officer (Principal 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 and on the dates indicated. SIGNATURE TITLE DATE s/ Frederick A. Krehbiel Co-Chairman and Co-Chief Executive February 15, 2001 Frederick A. Krehbiel Officer (Principal Executive Officer) s/ Frederick A. Krehbiel* Co-Chairman and Co-Chief Executive February 15, 2001 John H. Krehbiel, Jr. Officer (Principal Executive Officer) s/ Frederick A. Krehbiel* Vice President, Treasurer and Chief February 15, 2001 Robert B. Mahoney Financial Officer (Principal Financial Officer and Principal Accounting Officer) s/ Frederick A. Krehbiel* Director February 15, 2001 Robert J. Potter s/ Frederick A. Krehbiel* Director February 15, 2001 Edgar D. Jannotta s/ Frederick A. Krehbiel* Director February 15, 2001 Fred L. Krehbiel s/ Frederick A. Krehbiel* Director February 15, 2001 Donald G. Lubin s/ Frederick A. Krehbiel* Director February 15, 2001 Masahisa Naitoh s/ Frederick A. Krehbiel* Director February 15, 2001 Michael J. Birck s/ Frederick A. Krehbiel* Director February 15, 2001 Douglas K. Carnahan s/ Frederick A. Krehbiel* Director February 15, 2001 J. Joseph King s/ Frederick A. Krehbiel* Director February 15, 2001 Martin P. Slark
* Pursuant to Power of Attorney (See Exhibit 24.1). INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 3.1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Company's Form 10-K for the year ended June 30, 2000) filed with the Commission on September 22, 2000 (File No. 0-7491)) 3.2 By-Laws of the Company restated and amended as of July 29, 1999 (incorporated by reference to Exhibit 3.2 to the Company's Form 10-K for the year ended June 30, 2000 filed with the Commission on September 22, 1998 (File No. 0-7491)) 4.1 Specimen stock certificate representing Molex Incorporated Class A common stock. 5.1 Opinion of Louis A. Hecht 23.1 Consent of Louis A. Hecht (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP 24.1 Powers of Attorney EX-4 2 stkcert.txt EXHIBIT 4.1 EXHIBIT 4.1 CLASS A CLASS A COMMON STOCK COMMON STOCK - ------------------------------------ ------------------------------------- NUMBER [MOLEX LOGO] SHARES A - ------------------------------------ ------------------------------------- MOLEX INCORPORATED INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP 608554 20 0 - ------------------------------------------------------------------------------- This certifies that if the owner of - ------------------------------------------------------------------------------- FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE $0.05 PER SHARE, OF MOLEX INCORPORATED CERTIFICATE OF STOCK [OVERPRINTING DESCRIPTIVE LANGUAGE] Witness the seal of the Corporation and the signatures of its duly authorized officers. Dated: /s/ /s/ [MOLEX INCORPORATED SEAL] SECRETARY CHAIRMAN OF THE BOARD COUNTERSIGNED AND REGISTERED: COMPUTERSHARE INVESTOR SERVICES LLC (Chicago) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A COPY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS, OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE OR TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM ___ as tenants in common UNIF GIFT MIN ACT-______Custodian_______ (Cust) (Minor) TEN ENT ___ as tenants by the entireties under Uniform Gifts to Minors JT TEN ___ as joint tenants with right of Act _____________________(State) survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. For value received _________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ----------------------------------------------------------------------- Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ______________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full substitution in the premises Dated ________________________________________ Signature(s): ---------------------------------------------- ---------------------------------------------- ---------------------------------------------- Signature(s) Guaranteed By: - -------------------------------------------------------------------------- - -------------------------------------------------------------------------- SIGNATURE(S) MUST BE GUARANTEED BY COMMERCIAL BANK OR BY MEMBER FIRM OF ONE OF THE FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, AMERICAN STOCK EXCHANGE, MIDWEST STOCK EXCHANGE OR PACIFIC STOCK EXCHANGE NOTICE: The signature(s) to this assignment must correspond with the names as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatsoever. EX-5 3 opinion.txt EXHIBIT 5.1 EXHIBIT 5.1 February 15, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, DC 20549 Ladies and Gentlemen: A Registration Statement on Form S-8 (the "REGISTRATION STATEMENT") is being filed on or about the date of this letter with the Securities and Exchange Commission to register 3,000,000 SHARES OF CLASS A COMMON STOCK, par value $.05 per share (the "SHARES"), of Molex Incorporated (the "COMPANY") which may from time to time be offered by the Company in connection with THE 2000 MOLEX INCORPORATED LONG-TERM STOCK PLAN (the "PLAN"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended. I am Secretary and General Counsel of Molex Incorporated and have acted as counsel to the Company in connection with the Registration Statement. In rendering this opinion, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of the corporate records of the Company, including its Restated Certificate of Incorporation, its Amended and Restated By-Laws, and minutes of directors' and stockholders' meetings, and such other documents (including the Plan) which I have deemed relevant or necessary as the basis for the opinion as hereinafter set forth. I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinion expressed herein, I have relied upon oral or written statements and representations of officers and other representatives of the Company and others. Based upon and subject to the foregoing, it is my opinion that (a) the Shares have been duly authorized by all necessary corporate action on the part of the Company and (b) upon (i) payment for and delivery of the Shares as contemplated by the Registration Statement and the Plan (including any option agreements governing the terms of exercise of options granted pursuant to the Plan), (ii) the countersigning of any certificates representing the Shares by a duly authorized signatory of the registrar for the Common Stock and (iii) the Registration Statement becoming effective under the Securities Act of 1933, the Shares will be validly issued, fully paid and non-assessable. I consent to the inclusion of this opinion as an exhibit to the Registration Statement. I also consent to the reference to me under the caption "Legal Matters" in the prospectus contained in the Registration Statement. I do not, in giving such consent, admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, MOLEX INCORPORATED S/ LOUIS A. HECHT Louis A. Hecht Secretary & General Counsel EX-23 4 consent.txt EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Molex Incorporated on Form S-8 of our reports dated JULY 24, 2000, appearing in and incorporated by reference in the Annual Report on Form 10-K of Molex Incorporated for the year ended JUNE 30, 2000, and to the use of our reports dated JULY 24, 2000, incorporated in the Prospectus by reference, which is part of this Registration Statement. We also consent to the reference to us under the heading "EXPERTS" in Item 3 of this Registration Statement. DELOITTE & TOUCHE LLP Chicago, Illinois FEBRUARY 15, 2001 EX-24 5 powerattn.txt EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Frederick A. Krehbiel and John H. Krehbiel, Jr. and each of them his true and lawful attorneys-in-fact, with full powers of substitution and resubstitution, for his and in his name, place and stead, in any and all capacities, to sign any or all amendments, including any pre- or post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof. SIGNATURE TITLE DATE s/ Frederick A. Krehbiel Co-Chairman and Co-Chief Executive Frederick A. Krehbiel Officer (Principal Executive Officer) January 26, 2001 s/ John H. Krehbiel, Jr. Co-Chairman and Co-Chief Executive John H. Krehbiel, Jr. Officer (Principal Executive Officer) January 26, 2001 s/ Robert B. Mahoney Vice President, Treasurer and Chief January 26, 2001 Robert B. Mahoney Financial Officer (Principal Financial Officer and Principal Accounting Officer) s/ Robert J. Potter Director January 26, 2001 Robert J. Potter s/ Edgar D. Jannotta Director January 26, 2001 Edgar D. Jannotta s/ Fred L. Krehbiel Director January 26, 2001 Fred L. Krehbiel s/ Donald G. Lubin Director January 26, 2001 Donald G. Lubin s/ Masahisa Naitoh Director January 26, 2001 Masahisa Naitoh s/ Michael J. Birck Director January 26, 2001 Michael J. Birck s/ Douglas K. Carnahan Director January 26, 2001 Douglas K. Carnahan s/ J. Joseph King Director January 26, 2001 J. Joseph King s/ Martin P. Slark Director January 26, 2001 Martin P. Slark
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