SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO/A

(Amendment No. 3)

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: o

     This Amendment No. 3 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 and Amendment No. 2 filed on July 31, 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 11. Additional Information

     Item 11 of the Schedule TO, which incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented to include the following information:

     Antitrust clearance under the German Act Against Restraints of Competition applicable to the Offer and the Merger was granted on August 3, 2006.

     On August 2, 2006, Parent issued a press release, including the excerpt attached hereto as Exhibit (a)(5)(C) regarding the Offer and the Merger, which press release excerpt is incorporated herein by reference.

     On August 3, 2006, Parent issued the press release attached hereto as Exhibit (a)(5)(D) announcing that antitrust clearance under the German Act Against Restraints of Competition applicable to the Offer and the Merger was granted, which press release is incorporated herein by reference.

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)(C)     Excerpt from Press Release issued by Parent dated August 2, 2006 regarding the Offer and the Merger

     (a)(5)(D)     Press Release issued by Parent dated August 3, 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 3, 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 regarding the Offer and the Merger.
(a)(5)(D)	Press Release issued by Parent, dated August 3, 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)(C)

Exhibit (a)(5)(C)

Excerpt from Press Release Issued
by Parent on August 2, 2006

*  *  *  *

Acquisition of Woodhead Industries

On June 30, 2006 the Company jointly announced with Woodhead Industries, Inc. (Nasdaq:WDHD) that the two companies had signed a definitive merger agreement pursuant to which Molex would acquire all of the outstanding common stock of Woodhead in an all-cash transaction valued at approximately $256 million. Woodhead develops, manufactures and markets network and electrical infrastructure products engineered for performance in harsh, demanding, and hazardous industrial environments. On July 10, 2006, both the Company and Woodhead filed documentation pertaining to this transaction with the Securities and Exchange Commission. The offer and withdrawal rights will expire at 12:00 midnight New York City time, on Friday, August 4, 2006, unless the offer is extended. Completion of the tender offer is subject to certain conditions, including the tender by Woodhead stockholders of a majority of Woodhead’s common shares on a fully diluted basis, receipt of regulatory approvals, and other customary conditions. Upon completion of a second step merger, Woodhead would be a wholly owned subsidiary of Molex. For further information, please refer to the documents filed with the SEC.

*  *  *  *

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

Exhibit (a)(5)(D)

FOR IMMEDIATE RELEASE

MOLEX ACQUISITION OF WOODHEAD INDUSTRIES
RECEIVES GERMAN ANTITRUST CLEARANCE

     Lisle, IL, August 3, 2006 — Molex Incorporated (Nasdaq: MOLX and MOLXA) today announced that antitrust clearance under the German Act Against Restraints of Competition was granted on August 3, 2006 with respect to the proposed acquisition of Woodhead Industries, Inc. (Nasdaq: WDHD). As previously announced, the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to the transaction previously expired. As a result, the foregoing antitrust conditions to the completion of the acquisition have been satisfied.

     Under the terms of a merger agreement between Molex and Woodhead, which was approved by the boards of directors of both companies, a wholly-owned subsidiary of Molex commenced a tender offer on July 10, 2006 for all outstanding shares of Woodhead at a price of $19.25 per share in cash. Consummation of the tender offer would be followed by a second step merger at the same price. The tender offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration of the offer a majority of Woodhead’s common shares on a fully-diluted basis. The offer and withdrawal rights will expire at 12:00 midnight New York City time, on Friday, August 4, 2006, unless the offer is extended.

     William Blair & Company, L.L.C. is serving as dealer manager in connection with the tender offer. Georgeson Inc. is acting as information agent in connection with the tender offer.

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 is being 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. In addition, Woodhead has filed a solicitation/recommendation statement on Schedule 14D-9, as amended, with the SEC with respect to the tender offer. The tender offer statement

(and related materials), as amended, and the solicitation/recommendation statement, as amended, contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials may be obtained for no charge upon request to Georgeson Inc., the information agent for the tender offer, by calling toll-free at 1-866-695-6078. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site at www.sec.gov.

     Statements in this press release regarding the proposed acquisition of Woodhead, including statements regarding the timing and consummation of the transaction and any other statements about managements’ future expectations, beliefs, goals, plans or prospects constitute forward looking statements that are based on management’s beliefs, certain assumptions and current expectations. Any statements that are not statements of historical fact (including statements containing the words “believes,” “will,” “plans,” “anticipates,” “expects” and similar expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including the level of stockholder acceptance of the proposed transaction, any competing transactions, satisfaction of the remaining conditions to the tender offer, other factors which may affect the Company’s business, financial condition, results of operations, properties or prospects, and other factors described in Molex’s Annual Report on Form 10-K for the year ended June 30, 2006, Woodhead’s Annual Report on Form 10-K for the year ended September 30, 2005 and their respective subsequent SEC filings. Molex and Woodhead disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

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

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