-----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, AYFhYqIRvNe4SGOf7r1BV3A0175v6HZPaVCC25FGiu4pF5XnBBHKQl4UpapHiGd/ QTtn/+XawEpRFn30jcj7DQ== 0000950137-04-009635.txt : 20041109 0000950137-04-009635.hdr.sgml : 20041109 20041109101610 ACCESSION NUMBER: 0000950137-04-009635 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041105 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041109 DATE AS OF CHANGE: 20041109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LITTELFUSE INC /DE CENTRAL INDEX KEY: 0000889331 STANDARD INDUSTRIAL CLASSIFICATION: SWITCHGEAR & SWITCHBOARD APPARATUS [3613] IRS NUMBER: 363795742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20388 FILM NUMBER: 041127712 BUSINESS ADDRESS: STREET 1: 800 E NORTHWEST HWY CITY: DES PLAINES STATE: IL ZIP: 60016 BUSINESS PHONE: 7088241188 MAIL ADDRESS: STREET 1: 800 E. NORTHWEST HWY CITY: DES PLAINES STATE: IL ZIP: 60016 8-K 1 c89548e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20579 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) - November 5, 2004 LITTELFUSE, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-20388 36-3795742 (State of other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 800 E. Northwest Hwy., Des Plaines, IL 60016 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 824-1188 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: [___] 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS Littelfuse, Inc. ("Littelfuse" or the "Company") announced today that, effective January 1, 2005, Gordon Hunter will assume the position of Chairman, President and Chief Executive Officer of Littelfuse. Mr. Hunter currently serves as the Chief Operating Officer of Littelfuse and is also a member of the Littelfuse Board of Directors. Mr. Hunter will succeed Howard B. Witt, the current Chairman, President and Chief Executive Officer of Littelfuse, who will be retiring from Littelfuse on December 31, 2004. Mr. Witt will continue to serve as the Chairman, President and Chief Executive Officer of Littelfuse until that date and intends to continue as a Director of Littelfuse after that date. Gordon Hunter, 53, has been the Chief Operating Officer of the Company since November 2003. As Chief Operating Officer, Mr. Hunter had the responsibility for global sales and production at Littelfuse. Mr. Hunter has been a member of the Board of Directors of the Company since 2002, and he is the Chairman of the Technology Committee. Prior to joining Littelfuse, Mr. Hunter was employed with Intel Corporation from February 2002 to November 2003, where he was Vice President, Intel Communications Group, and General Manager, Optical Products Group, responsible for managing the access and optical communications business segments. Prior to joining Intel in February 2002, he served as President of Elo TouchSystems, a worldwide leader in the manufacturing and sales of computer touch screens. His experience includes 20 years with Raychem Corporation in the United States and Europe, with responsibilities in sales, marketing, engineering and general management. Mr. Hunter received a bachelor's degree in electrical engineering from the University of Liverpool, England, and an MBA from the London Business School. The Company previously had entered into a change of control employment agreement dated November 3, 2003, with Mr. Hunter. This change of control employment agreement is designed to provide Mr. Hunter with certain employment and compensation protection in the event that there was a Change of Control (as defined in the agreement) with respect to the Company at any time prior to September 1, 2006. If such a Change of Control were to occur and Mr. Hunter's employment with the Company was terminated at any time during the two-year period thereafter, other than for Cause (as defined in the agreement), or if during this time period Mr. Hunter were to terminate his employment for Good Reason (as defined in the agreement), then the Company would be obligated to make the payments described below for the benefit of Mr. Hunter. Under his change of control employment agreement, Mr. Hunter will be paid his accrued compensation and annualized bonus, and will receive an amount equal to -2- two times the sum of his annual salary plus bonus, and two years of continuing medical insurance benefits. In the event any payments received by Mr. Hunter upon a Change of Control would require him to pay the 20% excise tax imposed by Section 4999 of the Internal Revenue Code, the Company would make an additional payment to Mr. Hunter in an amount such that, after payment by Mr. Hunter of such excise tax, Mr. Hunter would retain the same amount of the payments made by the Company to him which he would have retained if he had not paid the excise tax. The full text of this change of control employment agreement was filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 2004, and can be found with the Company's filings at www.sec.gov. ITEM 9.01 Financial Statements, Pro Forma Financial Information and Exhibits Exhibit 99.1 Press Release, dated November 5, 2004 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 thereunto duly authorized. LITTELFUSE, INC. Date: November 9, 2004 By: /s/ Philip G. Franklin ------------------------ Philip G. Franklin Vice President, Operations Support and Chief Financial Officer -3- EXHIBIT INDEX 99.1 Press Release, dated November 5, 2004 EX-99.1 2 c89548exv99w1.txt PRESS RELEASE - -------------------------------------------------------------------------------- [LITTELFUSE LOGO] NEWS - -------------------------------------------------------------------------------- Littelfuse, Inc. ------------------------------------------------- NEWS RELEASE 800 East Northwest Highway Des Plaines, IL 60016 ------------------------------------------------- (847) 824-1188 o (847) 391-0894 - FAX # ------------------------------------------------- EXHIBIT 99.1 CONTACT: PHIL FRANKLIN, VICE PRESIDENT, OPERATIONS SUPPORT & CFO (847) 391-0566 LITTELFUSE NAMES GORDON HUNTER CHAIRMAN, PRESIDENT AND CEO ---------------------------------------------------------- Will Succeed Howard B. Witt Effective January 1, 2005 DES PLAINES, ILLINOIS, NOVEMBER 5, 2004.....Littelfuse, Inc. (NASDAQ/NMS: LFUS) today announced that Gordon Hunter will assume the position of Chairman, President and Chief Executive Officer, effective January 1, 2005. Hunter was appointed to his current position of Chief Operating Officer in 2003 and has served as a Director of the company since 2002. Hunter will succeed Howard B. Witt, who will retire from his position as Chairman, President and Chief Executive Officer on December 31, 2004. Witt, who has served Littelfuse for 25 years, will continue as a Director as well as a consultant to the company. "Since joining Littelfuse, Gordon has led the successful expansion of our three business units in key markets and industries. He has strengthened our organization across the globe and led the recent successful acquisition of a majority share of Heinrich Industrie AG. Gordon's product and industry knowledge, combined with his extensive global experience and leadership abilities, will be an asset to Littelfuse as we continue to build on our leading position in circuit protection," said Howard B. Witt. Hunter, 53, joined Littelfuse from Intel Corporation, where he was Vice President, Intel Communications Group, and General Manager, Optical Products Group, responsible for managing the access and optical communications business segments. Prior to joining Intel in February 2002, he served as President of EloTouchSystems, a worldwide leader in the manufacturing and sales of computer touch screens. His experience includes 20 years with Raychem Corporation in the United States and Europe, with responsibilities in sales, marketing, engineering and general management. Hunter received a bachelor's degree in electrical engineering from the University of Liverpool, England, and an MBA from the London Business School. -more- Page 2 Gordon Hunter said, "Under Howard's leadership, Littelfuse has grown to become an industry leader with the broadest line of circuit protection products in the world. His legacy of innovation, quality, strategic global expansion and profitable growth provides a solid foundation for our future. On behalf of our Board of Directors, employees, customers and shareholders, I extend our appreciation to Howard for his many contributions to the company over the past 25 years. We wish him a most enjoyable retirement beginning at year end." Littelfuse is a global company offering the broadest line of circuit protection products in the industry. In addition to its Des Plaines world headquarters, Littelfuse has manufacturing facilities in England, Ireland, Switzerland, Mexico, China, Germany, Hungary and the Philippines, as well as in Des Plaines and Arcola, Illinois and Irving, Texas. It also has sales, engineering and distribution facilities in the Netherlands, Singapore, Hong Kong, Korea, Taiwan, Japan and Brazil. For more information, please visit Littelfuse's Web site at www.littelfuse.com. - -------------------------------------------------------------------------------- "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. Any forward looking statements contained herein involve risks and uncertainties, including, but not limited to, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product development and patent protection, commercialization and technological difficulties, capacity and supply constraints or difficulties, exchange rate fluctuations, actual purchases under agreements, the effect of the company's accounting policies, labor disputes, restructuring costs in excess of expectations and other risks which may be detailed in the company's Securities and Exchange Commission filings. - -------------------------------------------------------------------------------- # # # Photo: An electronic photo of Gordon Hunter is available by contacting Dana Malcolm @ Vollrath Associates (262) 240-2400 or email dmalcolm@vollrathpr.com. -----END PRIVACY-ENHANCED MESSAGE-----