-----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, KshrzGDfqZFXmsjiWDJIbR8kwGZdZQ6UFxOivW7cDpY0MqIqEHnEOIIJq9fTHX4C WfEVGSqMm8AGkZE2qgrYvQ== 0000067472-05-000068.txt : 20050720 0000067472-05-000068.hdr.sgml : 20050720 20050720171814 ACCESSION NUMBER: 0000067472-05-000068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050715 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050720 DATE AS OF CHANGE: 20050720 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07491 FILM NUMBER: 05964446 BUSINESS ADDRESS: STREET 1: 2222 WELLINGTON CT CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 6309694550 MAIL ADDRESS: STREET 1: 2222 WELLINGTON COURT CITY: LISLE STATE: IL ZIP: 60532 8-K 1 c8k71805.txt FORM 8-K FILING DATED JULY 20, 2005 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 July 15, 2005 ________________________________________________ Date of Report (Date of earliest event reported) Molex Incorporated ______________________________________________________ (Exact name of registrant as specified in its charter) Delaware 0-7491 36-2369491 ________________ ____________ ______________ (State or other (Commission (IRS Employer jurisdiction File Number) Identification of incorporation) No.) 2222 Wellington Court, Lisle, Illinois 60532 ________________________________________ __________ (Address of principal executive offices) (Zip Code) (630) 969-4550 ____________________________________________________ (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 2.02 Results of Operations and Financial Condition. _________ ______________________________________________ On July 19, 2005, Molex Incorporated issued a press release announcing, among other things, the anticipated timing of its earnings release for the fiscal year ended June 30, 2005 and Molex's outlook for the fourth fiscal quarter ended June 30, 2005. The press release also announced that Molex's Audit Committee has asked the Company's independent auditor, Ernst & Young LLP, to audit the financial statements for the fiscal years ended June 30, 2003 and June 30, 2004 in addition to performing an audit of Molex's financial statements for the fiscal year ended June 30, 2005. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. _________ _________________________________________________________ On July 15, 2005, Molex's Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, appointed David L. Landsittel to serve as a member of the Board of Directors and fill the vacancy on the Board. Mr. Landsittel was appointed as a Class I director, and will stand for stockholder election at the 2005 Annual Meeting of Stockholders. Following this appointment, the Molex Board is comprised of 13 directors. Mr. Landsittel qualifies as an "audit committee financial expert" and has been appointed to serve on the Audit Committee. The press release announcing the appointment of Mr. Landsittel is attached as Exhibit 99.2 hereto and incorporated herein by reference. Mr. Landsittel, age 65, has 34 years of experience in public accounting and previously served as Chairman of the Auditing Standards Board of the American Institute of Certified Public Accountants. From 1963 to 1997, Mr. Landsittel worked at Arthur Andersen LLP and served as engagement partner on larger commercial accounts. Since 1997, Mr. Landsittel has worked as an independent consultant with respect to auditing and financial reporting matters. Mr. Landsittel also serves as a director of American Express Bank, Ltd., a subsidiary of American Express Co., and as a trustee of Burnham Investors Trust, a registered management investment company. There is no arrangement or understanding between Mr. Landsittel and any other person pursuant to which he was selected as a director. There are no transactions in which Mr. Landsittel has an interest requiring disclosure under Item 404(a) of Regulation S-K. Item 8.01 Other Information. _________ __________________ On July 15, 2005, the Molex Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, approved the appointment of David L. Landsittel to the Audit Committee effective as of July 15, 2005. The Board of Directors has concluded that Mr. Landsittel qualifies as an "audit committee financial expert" within the meaning of 407 of the Sarbanes-Oxley Act of 2002. Mr. Landsittel replaced Michelle L. Collins on the Audit Committee upon his appointment to the Committee. As a result, the Audit Committee is now comprised of Douglas K. Carnahan, Chairman; David L. Landsittel; and Robert J. Potter. Item 9.01 Financial Statements and Exhibits. _________ __________________________________ The following exhibits are being furnished as part of this Form 8-K: Exhibit Number Description ______________ ___________ 99.1 Press Release dated July 19, 2005 99.2 Press Release dated July 15, 2005 * * * * Cautionary Statement Regarding Forward-Looking Statements Statements in this Form 8-K that are not historical are forward-looking and are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Forward-looking statements are based on currently available information and include, among others, statements regarding the Company's outlook with respect to financial results and statements regarding the Company's anticipated release of financial information and the timing and results of the audits of the Company's financial statements. These risks and uncertainties include those associated with the timing of the Company's release of earnings as well as the timing and results of the audits of the Company's financial statements, and those associated with the operation of our business, the challenges attendant to plant closings and restructurings, including the difficulty of predicting plant closing and relocation costs, the difficulty of commencing or increasing production at existing facilities, and the reactions of customers, governmental units, employees and other groups. Other risks and uncertainties are set forth in Molex's Form 10-K for the year ended June 30, 2004, and other documents filed with the Securities and Exchange Commission. Molex disclaims any obligation to revise these forward-looking statements or to provide any updates regarding information contained in this Form 8-K resulting from new information, future events or otherwise. SIGNATURES 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. MOLEX INCORPORATED Date: July 20, 2005 By: /s/ Louis A. Hecht ________________________________ Louis A. Hecht Corporate Secretary and General Counsel EX-99 2 pr71905.txt EXHIBIT 99.1 EXHIBIT 99.1 Contact: Neil Lefort Vice President, Investor Relations (630) 527-4344 MOLEX WILL EXPAND ERNST & YOUNG LLP AUDIT ENGAGEMENT Fiscal 2005 results to be released on September 8, 2005 Analyst Meeting to be held on September 13, 2005 Updates Outlook for Fourth Quarter of Fiscal 2005 FY06 Outlook to be released July 26, 2005 with a conference call at 4:00PM CDT Lisle, Ill., USA -- July 19, 2005 -- Molex Incorporated (NASDAQ: MOLX and MOLXA), a global electronic components company, today announced that the Audit Committee of its Board of Directors has requested Ernst & Young LLP to audit its financial statements for the fiscal years ended June 30, 2003 and June 30, 2004. In December 2004, the Company announced that it had retained Ernst & Young to replace its former auditor, Deloitte & Touche LLP, and audit Molex's financial statements for the fiscal year ended June 30, 2005. In connection with its fiscal year end processes, Molex discussed engaging its former auditor to perform the procedures considered necessary in order to deliver a written consent to use the previously audited financial statements for fiscal 2003 and fiscal 2004. The former auditor advised Molex that it did not wish to accept this engagement, but did not withdraw its previously issued audit reports with respect to such financial statements. Molex's Audit Committee has requested Ernst & Young to audit the fiscal 2003 and fiscal 2004 financial statements in addition to performing an audit of Molex's fiscal 2005 financial statements. Ernst & Young is in the process of assessing its independence with respect to fiscal years 2003 and 2004, and has stated that it will accept this engagement if it determines that it is independent with respect to those years. Due to the need to expand the scope of Ernst & Young's audit engagement from one fiscal year to three fiscal years, Molex expects that its fiscal 2005 results will be released on September 8, 2005 and a webcast conference call will be held promptly following the release. Molex expects to file its Form 10-K, including audited financial statements, on or before the September 13, 2005 filing deadline. June Quarter FY05 Outlook _________________________ Molex also announced that, based on a preliminary review of operating results for the fourth fiscal quarter ended June 30, 2005, it remains comfortable with the guidance for operating results as provided in its April 25, 2005 press release. Further, the total restructuring and building impairment charge previously estimated to be in a range of $25 to $30 million pre- tax is now expected to be in the range of $30 to $35 million pre- tax. In addition, during the fourth fiscal quarter the Company completed its annual review of goodwill, intangible assets and investments in subsidiaries. As a result of that review, Molex now expects to record a non-cash goodwill impairment charge of approximately $23 million in the fourth fiscal quarter of 2005. FY06 Outlook and Analyst meeting ________________________________ Molex expects to issue a press release at the close of the market on July 26, 2005 in which the Company will provide its initial outlook for the full fiscal year ending June 30, 2006. Following this release, the Company will host a conference call on July 26, 2005, at 4:00 PM CDT. The Company currently anticipates that its annual meeting with analysts, previously scheduled for July 26, 2005, will be held on September 13, 2005 in Chicago. In addition, the Company plans to schedule meetings during the same week in New York and San Francisco at which a condensed version of the September 13th presentation will be provided. * * * * Statements in this release that are not historical are forward-looking and are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Forward-looking statements are based on currently available information and include, among others, the discussion under "June Quarter FY05 Outlook" and "FY06 Outlook and Analyst meeting" above and statements regarding the Company's anticipated release of financial information and the timing and results of the audits of the Company's financial statements. These risks and uncertainties include those associated with the timing of the Company's release of earnings as well as the timing and results of the audits of the Company's financial statements, and those associated with the operation of our business, the challenges attendant to plant closings and restructurings, including the difficulty of predicting plant closing and relocation costs, the difficulty of commencing or increasing production at existing facilities, and the reactions of customers, governmental units, employees and other groups. Other risks and uncertainties are set forth in Molex's Form 10-K for the year ended June 30, 2004, and other documents filed with the Securities and Exchange Commission. Molex disclaims any obligation to revise these forward-looking statements or to provide any updates regarding information contained in this release resulting from new information, future events or otherwise. Molex's Annual Report, as well as news releases and other supplementary financial data is available by accessing Molex's website at www.molex.com. Molex Incorporated is a 67-year-old manufacturer of electronic components, including electrical and fiber optic interconnection products and systems, switches and integrated products in 55 plants in 19 countries throughout the world. # # # Editor's note: Molex is traded on the NASDAQ National Market System in the United States and on the London Stock Exchange. The Company's voting common stock (MOLX) is included in the S&P 500 Index and the NASDAQ 100. EX-99 3 pr71505.txt EXHIBIT 99.2 EXHIBIT 99.2 Contact: Neil Lefort Vice President, Investor Relations (630) 527-4344 MOLEX INCORPORATED APPOINTS DAVID LANDSITTEL TO BOARD OF DIRECTORS Lisle, Ill., USA - July 15, 2005 -- Molex Incorporated (NASDAQ: MOLX and MOLXA), a global electronic components company, today announced that its Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, appointed David L. Landsittel to serve as a member of the Board of Directors. Mr. Landsittel was appointed as a Class I director, and will stand for stockholder election at the 2005 Annual Meeting of Stockholders. This appointment expands the Molex Board to 13 directors. Mr. Landsittel, age 65, has 42 years of experience in public accounting and previously served as Chairman of the Auditing Standards Board of the American Institute of Certified Public Accountants. From 1963 to 1997, Mr. Landsittel worked at Arthur Andersen LLP and served in audit leadership positions and as an engagement partner on larger commercial accounts. Since 1997, Mr. Landsittel has worked as an independent consultant with respect to auditing and financial reporting matters. Mr. Landsittel also serves as a director of American Express Bank, Ltd., a subsidiary of American Express Co., and as a trustee of Burnham Investors Trust, a registered management investment company. David L. Landsittel replaced Michelle L. Collins on the Audit Committee upon his appointment. The Audit Committee now consists of Douglas K. Carnahan, Chairman; Robert J. Potter; and David L. Landsittel. The Board of Directors has concluded that Mr. Landsittel qualifies as an "audit committee financial expert" within the meaning of 407 of the Sarbanes-Oxley Act of 2002. Molex Incorporated is a 67-year-old manufacturer of electronic components, including electrical and fiber optic interconnection products and systems, switches and integrated products in 55 plants in 19 countries throughout the world. ### Editor's note: Molex is traded on the NASDAQ National Market System in the United States and on the London Stock Exchange. The Company's voting stock (MOLX) is included in the S&P 500 Index and the NASDAQ 100. -----END PRIVACY-ENHANCED MESSAGE-----