S-8

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LITTELFUSE, INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3795742
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
8755 W. Higgins Road, Suite 500 Chicago, IL 60631
(Address of Principal Executive Offices)

Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan
(Full title of the plan)

David W. Heinzmann

President and Chief Executive Officer

Littelfuse, Inc.

8755 W. Higgins Road, Suite 500

Chicago, IL 60631

(Name and Address of Agent For Service)

(773) 628-1000

(Telephone number, including area code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Littelfuse, Inc. (the “Company”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 730,000 additional shares of its common stock under the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, (as amended, the “Plan”), pursuant to the First Amendment to the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan. These shares are additional securities of the same class as other securities issuable under the Plan for which the Company has previously filed with the Commission a registration statement on Form S-8 (File No. 333-217632) on May 3, 2017 (the “Prior Registration Statement”).

Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Commission are incorporated by reference into this Registration Statement:

1.	The registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 16, 2023.
2.	The registrant’s Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2023, filed with the Commission on May 3, 2023.
3.	The registrant’s Current Reports on Form 8-K, filed with the Commission on each of February 1, 2023, February 2, 2023, April 28, 2023, and May 15, 2023.
4.	The description of the registrant’s Common Stock which is contained in Exhibit 4.1 of the registrant’s Annual Report on Form 10-K for the fiscal year ended December 26, 2020, filed with the Commission on February 18, 2021, including any amendments or reports filed for the purposes of updating such description.

In addition, all reports and documents filed by the registrant under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities being offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in and to be part of this Registration Statement from the filing date of each such document.

For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 8. Exhibits

The following exhibits are filed as part of this registration statement:

Exhibit No.	Description
4.1	Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the Company’s Form 10-K for the fiscal year ended December 31, 2016, File No. 0-20388, and incorporated herein by reference).
4.2	Bylaws, as amended and restated (filed as Exhibit 3.1 to the Company’s Form 8-K filed February 3, 2023, File No. 0-20388, and incorporated herein by reference).
4.3	First Amendment to Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan (filed as Exhibit 10.1 to the Company’s Form 8-K filed April 28, 2023, File No. 0-20388, and incorporated herein by reference).
4.4	Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan (filed as Exhibit 10.1 to the Company’s Form 8-K filed May 1, 2017, File No. 0-20388, and incorporated herein by reference).
5.1*	Opinion of Baker & Hostetler LLP.
23.1*	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Baker & Hostetler LLP (filed as a part of Exhibit 5.1).
24	Power of Attorney (included in the signature page to this Registration Statement).
107*	Filing Fee Table

* filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 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 city of Chicago, Illinois on this 20th day of June, 2023.

LITTELFUSE, INC.
By:	/s/ David W. Heinzmann
	David W. Heinzmann
	President and Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

Each of the registrant and each director or officer of the registrant whose individual signature appears below hereby appoints David W. Heinzmann and Meenal A. Sethna and each of them, any of whom may act without the joinder of the others, as the true and lawful attorney-in-fact and agent of the undersigned, in any and all capacities, with full power of substitution, to sign any and all amendments to this registration statement (including post-effective amendments), and, in connection with any registration of additional securities, to sign any abbreviated registration statement and any and all amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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/ Gordon Hunter	Chairman of the Board of Directors	June 20, 2023
Gordon Hunter
/s/ David W. Heinzmann	Director, President and CEO	June 20, 2023
David W. Heinzmann	(Principal Executive Officer)
/s/ Kristina A. Cerniglia	Director	June 20, 2023
Kristina A. Cerniglia
/s/ Tzau-Jin Chung	Director	June 20, 2023
Tzau-Jin Chung
/s/ Cary T. Fu	Director	June 20, 2023
Cary T. Fu
/s/ Anthony Grillo	Director	June 20, 2023
Anthony Grillo
/s/ William P. Noglows	Director	June 20, 2023
William P. Noglows
/s/ Maria C. Green	Director	June 20, 2023
Maria C. Green

/s/ Greg Henderson	Director	June 20, 2023
Greg Henderson
/s/ Meenal A. Sethna	Executive Vice President and CFO	June 20, 2023
Meenal A. Sethna	(Principal Financial Officer)
/s/ Jeffrey G. Gorski	Senior Vice President and CAO	June 20, 2023
Jeffrey G. Gorski	(Principal Accounting Officer)

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Littelfuse, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1 - Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Maximum Aggregate Offering Price (2)	Fee Rate	Amount of Registration Fee (3)
Equity	Common stock, par value $0.01 per share	Rule 457(c) and Rule 457(h)	730,000	$272.27	$198,757,100	$110.20 per $1,000,000	$21,903.03
Total Offering Amounts					$198,757,100		$21,903.03
Total Fee Offsets							-
Net Fee Due							$21,903.03
(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock (“Common Stock”) that become issuable under the plans by reason of any stock dividend, stock split, recapitalization or other similar transaction. Number represents the additional shares of Common Stock reserved for issuance under the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended from time to time (the “Plan”). If an award under the Plan expires or terminates for any reason prior to exercise, is forfeited or otherwise returns to the Registrant, the shares of Common Stock not acquired will become available for subsequent issuance under the Plan.
(2)	Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price for the 730,000 shares being registered hereby is based on a price of $272.27, which is the average of the high and low prices of our Common Stock as reported by the Nasdaq Global Select Market on June 13, 2023.
(3)	Pursuant to General Instruction E to Form S-8, a registration fee is only being paid with respect to the registration of an additional 730,000 shares of Common Stock under the Plan.

EX-5.1

EXHIBIT 5.1

June 20, 2023

Littelfuse, Inc.

8755 W. Higgins Road, Suite 500

Chicago, IL 60631

    Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Littelfuse, Inc., a Delaware corporation (the “Company”), with respect to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about June 20, 2023, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), by the Company of 730,000 shares (“Shares”) of common stock, par value $0.01 per share, of the Company to be offered and sold pursuant to the Company’s Amended and Restated Long-Term Incentive Plan (as amended, the “Plan”).

    We have examined such documents and such matters of fact and law as we deem necessary to render the opinions contained herein. In our examination, we have assumed, but have not independently verified, the genuineness of all signatures, the conformity to original documents of all documents submitted to us as certified, facsimile or other copies, and the authenticity of all such documents. As to questions of fact material to this opinion, we have relied on certificates or comparable documents of public officials and of officers and representatives of the Company.

Based on the foregoing, and subject to the assumptions, qualifications, and limitations stated herein, we are of the opinion that the Shares to be issued by the Company under the Plan, when duly issued, sold and delivered against payment in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

    The opinions expressed herein are limited to the General Corporation Law of the State of Delaware and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

We hereby consent to the filing of this letter as Exhibit 5.1 to the Registration Statement and to the use of our name wherever appearing in the Registration Statement, including any prospectus constituting a part thereof, and any amendment thereto. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We bring to your attention the fact that our legal opinions are an expression of professional judgment and are not a guarantee of result.

                        Very truly yours,

                        /s/ Baker & Hostetler LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 16, 2023 with respect to the consolidated financial statements and internal control over financial reporting of Littelfuse, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2022, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

Southfield, Michigan

June 20, 2023