-----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, UN+mmBzhTr3C7IAQS9/Sxq+dTjHRak6un1hF9IVgIB2oPftxnjgY2cQXikG2Egvz liVzFbGsaoSSfLXaPu6GXA== 0000950137-05-005827.txt : 20050512 0000950137-05-005827.hdr.sgml : 20050512 20050512133857 ACCESSION NUMBER: 0000950137-05-005827 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050506 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050512 DATE AS OF CHANGE: 20050512 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: 05823553 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 c95271e8vk.txt FORM 8-K 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) - May 6, 2005 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT NON-EMPLOYEE DIRECTORS PLAN, STOCKHOLDER ACTIONS On May 6, 2005, at the Annual Meeting of Stockholders of Littelfuse, Inc. (the "Company"), the stockholders approved amendments to the Littelfuse Deferred Compensation Plan for Non-employee Directors (the "Non-employee Directors Plan") which (i) increased the maximum aggregate number of shares of Common Stock which may be issued under the Non-employee Directors Plan from 60,000 to 160,000 shares, (ii) provided that such shares shall be issued quarterly, and (iii) revised the Non-employee Directors Plan to satisfy the requirements of new Section 409A of the Internal Revenue Code of 1986, as amended. The text of the Non-employee Directors Plan as so amended is incorporated herein by reference from Exhibit B to the Company's Proxy Statement for Annual Meeting of Stockholders to be held on May 6, 2005, dated March 29, 2005, and filed with the Securities and Exchange Commission on March 29, 2005 (the "2005 Proxy Statement"). In addition, the stockholders elected each of the seven director candidates to the Company's Board of Directors (the "Board") and ratified the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2005, each as discussed in the 2005 Proxy Statement. EXECUTIVE COMPENSATION On May 6, 2005, at the Annual Meeting of the Board of Directors of the Company, the Board determined the annual salary for Mr. Gordon Hunter, the Chairman of the Board, President and Chief Executive Officer of the Company, and each of the four most highly compensated executive officers of the Company other than the Chief Executive Officer (the "Other Executive Officers") for 2005, effective July 1, 2005, as set forth on the Company's Summary of Executive Officer Compensation attached as Exhibit 99.2 hereto. On May 6, 2005, the Company established the terms of the Annual Incentive Compensation Program for 2005 and the awards under the 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. (the "Stock Plan") for Mr. Hunter and each of the Other Executive Officers, as set forth on Exhibit 99.2 hereto. DIRECTOR COMPENSATION On May 6, 2005, as triggered by the Annual Meeting of the Board as provided in the Stock Plan, each non-employee director was awarded the annual formula grant of options to purchase 5,000 shares of Common Stock of the Company, with an exercise price of $27.21 per share. The form of Specimen Non-Qualified Stock Option Agreement, including vesting provisions, pursuant to which such awards were made is incorporated herein by reference to Exhibit 10.24 to the Company's -2- Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (the "2004 Annual Report"). ITEM 7.01 REGULATION FD DISCLOSURE On May 6, 2005, the Board authorized the purchase by the Company of up to one million shares of Common Stock of the Company during the period commencing May 6, 2005, and ending May 5, 2006. The press release issued by the Company to announce the repurchase program is furnished as Exhibit 99.3 to this Current Report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NUMBER DESCRIPTION 99.1 Littelfuse Deferred Compensation Plan for Non-employee Directors (incorporated herein by reference to Exhibit B to the Company's Proxy Statement for Annual Meeting of Stockholders to be held on May 6, 2005) 99.2 Littelfuse, Inc. Summary of Executive Officer Compensation 99.3 Press Release dated May 12, 2005 Pursuant to SEC Release Nos. 33-84000 and 34-49424, Exhibit 99.3 is being furnished and will not be deemed "filed" for purposes of the Securities Act of 1933 or the Securities Exchange Act of 1934. 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: May 12, 2005 By: /s/ Philip G. Franklin ------------------------ Philip G. Franklin Vice President, Operations Support and Chief Financial Officer -3- EX-99.2 2 c95271exv99w2.txt SUMMARY OF EXECUTIVE OFFICER COMPENSATION EXHIBIT 99.2 LITTELFUSE, INC. SUMMARY OF EXECUTIVE OFFICER COMPENSATION The compensation of executive officers of Littelfuse, Inc. (the "Company") primarily consists of three variable components: base salary, a potential cash bonus under the Company's annual incentive compensation program, and stock options or other awards under the 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. (the "Stock Plan"). SALARIES The base salaries for Mr. Gordon Hunter, the Chairman of the Board, President and Chief Executive Officer of the Company, and each of the other four most highly compensated executive officers of the Company named below (the "Other Executive Officers"), effective July 1, 2005, are as follows:
NAME AND PRINCIPAL POSITIONS BASE SALARY Gordon Hunter, Chairman of the Board, President and Chief Executive Officer $525,000 Philip G. Franklin, Vice President, Operations Support and Chief Financial Officer $293,500 David R. Samyn, Vice President and General Manager of the Automotive Business Unit $247,200 Elizabeth C. Calhoun, Vice President, Human Resources $216,300 Kenneth R. Audino, Vice President, Organizational Development and Total Quality Management $195,700
ANNUAL INCENTIVE COMPENSATION PROGRAM The minimum, target and maximum amounts to be awarded under the annual incentive compensation program for fiscal year 2005 for Mr. Hunter and each of the Other Executive Officers, subject to achievement of financial objectives of the Company and individual performance objectives, are as follows:
NAME AND PRINCIPAL POSITIONS MINIMUM, TARGET AND MAXIMUM AMOUNTS AS A PERCENTAGE OF BASE SALARY Gordon Hunter, Chairman of the Board, President and Chief Executive Officer 0, 50 & 100% Philip G. Franklin, Vice President, Operations Support and Chief Financial Officer 0, 40 & 80% David R. Samyn, Vice President and General Manager of the Automotive Business Unit 0, 40 & 80% Elizabeth C. Calhoun, Vice President, Human Resources 0, 40 & 80% Kenneth R. Audino, Vice President, Organizational Development and Total Quality Management 0, 40 & 80%
STOCK PLAN AWARDS The annual awards of options to purchase shares of Common Stock of the Company, granted on May 6, 2005, with an exercise price of $27.21 per share, under the Stock Plan to Mr. Hunter and each of the Other Executive Officers are as follows:
NAME AND PRINCIPAL POSITIONS NUMBER OF SHARES Gordon Hunter, Chairman of the Board, President and Chief Executive Officer 60,000 Philip G. Franklin, Vice President, Operations Support and Chief Financial Officer 22,000 David R. Samyn, Vice President and General Manager of the Automotive Business Unit 15,000 Elizabeth C. Calhoun, Vice President, Human Resources 15,000 Kenneth R. Audino, Vice President, Organizational Development and Total Quality Management 15,000
-2- The form of Specimen Non-Qualified Stock Option Agreement, including vesting provisions, pursuant to which such awards were made is incorporated herein by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (the "2004 Annual Report"). On May 6, 2005, the Company also made its annual grant of shares of restricted stock pursuant to Performance Shares Agreements with Mr. Hunter and each of the Other Executive Officers under the Stock Plan as follows:
NAME AND PRINCIPAL POSITIONS NUMBER OF SHARES Gordon Hunter, Chairman of the Board, President and Chief Executive Officer 6,000 Philip G. Franklin, Vice President, Operations Support and Chief Financial Officer 5,000 David R. Samyn, Vice President and General Manager of the Automotive Business Unit 5,000 Elizabeth C. Calhoun, Vice President, Human Resources 5,000 Kenneth R. Audino, Vice President, Organizational Development and Total Quality Management 0
These restricted share awards are subject to the Company attaining certain financial performance goals relating to return on the net tangible assets and earnings before interest, taxes, depreciation and amortization of the Company during the three-year period ending December 31, 2007. The form of Specimen Performance Shares Agreement pursuant to which such grants were made is incorporated herein by reference to Exhibit 10.23 to the 2004 Annual Report. OTHER BENEFITS Each of the officers named above is eligible to participate in the other employee benefit plans of the Company applicable to executive officers, including the Company's Retirement Plan, as amended, the 401(k) Savings Plan, and the Supplemental Executive Retirement Plan, in accordance with the terms and conditions of such plans. These officers are also parties to Change of Control Employment Agreements that, among other things, entitle them to payments upon severance or upon a change of control of the Company. These officers also receive certain personal benefits from the Company, the value of which is expected to be less than $50,000 for each of such officers. -3- WHERE MORE INFORMATION CAN BE FOUND Each of the plans and agreements mentioned herein or the forms of awards thereunder are discussed further in the Company's Proxy Statement for 2005 Annual Meeting of Stockholders and, other than as to salaries and the Annual Incentive Compensation Program, are filed as exhibits to the Company's 2004 Annual Report. -4- EX-99.3 3 c95271exv99w3.txt PRESS RELEASE EXHIBIT 99.3 - -------------------------------------------------------------------------------- [LITTELFUSE LOGO] NEWS - -------------------------------------------------------------------------------- NEWS RELEASE Littelfuse, Inc. ------------------------------------------------ 800 East Northwest Highway Des Plaines, IL 60016 ------------------------------------------------ (847) 824-1188 - (847)391-0849 - FAX # ------------------------------------------------ CONTACT: PHIL FRANKLIN, VICE PRESIDENT, OPERATIONS SUPPORT & CFO (847) 391-0566 LITTELFUSE ANNOUNCES STOCK REPURCHASE PROGRAM DES PLAINES, ILLINOIS, MAY 12, 2005 - Littelfuse, Inc. (NASDAQ/NMS:LFUS) today announced that its Board of Directors has authorized the purchase by Littelfuse of up to one million shares of Littelfuse common stock during the period commencing May 1, 2005, and ending April 30, 2006. Littelfuse has approximately 22.4 million shares outstanding. Littelfuse is a global company offering the broadest line of circuit protection products in the industry. In addition to its Des Plaines, Illinois, world headquarters, Littelfuse has research and manufacturing facilities in China, England, Germany, Ireland, Mexico, the Philippines and the United States. It also has sales, distribution and engineering facilities in Brazil, China, Germany, Hungary, Japan, Korea, the Netherlands, Singapore, Taiwan and the U.S. 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. - -------------------------------------------------------------------------------- # # # -----END PRIVACY-ENHANCED MESSAGE-----