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 8, 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.)
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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
On November 8, 2004, the Company entered into a letter
agreement with Kenneth R. Audino, Vice President,
Organizational Development and Total Quality Management of the
Company, agreeing that Mr. Audino's employment with the
Company will not be terminated, unless he is "Terminated for
Cause" as defined in the Company's Supplemental Executive
Retirement Plan ("SERP"), any sooner than March 1, 2006, the
approximate date of Mr. Audino's intended retirement from the
Company. During this period, Mr. Audino's salary will not be
decreased, he will continue to be eligible for all benefits to
which he would otherwise be entitled under the Littelfuse
bonus, stock option, performance shares (but only if the
three-year performance period with respect to a particular
grant will expire prior to March 1, 2006), SERP, pension,
401(k), and medical plans. Additionally, Mr. Audino's change
of control employment agreement will remain in place during
this period.
On November 8, 2004, Elizabeth Calhoun commenced employment with the Company as its Vice President, Human Resources. In connection with the employment of Ms. Calhoun, the Company has entered into a change of control employment agreement dated November 8, 2004, with Ms. Calhoun. This change of control employment agreement is designed to provide Ms. Calhoun 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 Ms. Calhoun'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 Ms. Calhoun were to terminate her 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 Ms. Calhoun.
Under the change of control employment agreement, Ms. Calhoun will be paid her accrued compensation and annualized bonus, and will receive an amount equal to two times the sum of her annual salary plus bonus, and two years of continuing medical insurance benefits. In the event any payments received by Ms. Calhoun upon a Change of Control would require her to pay the 20% excise tax imposed by Section 4999 of the Internal Revenue Code, the Company would make an additional payment to Ms. Calhoun in an amount such that, after payment by Ms. Calhoun of such excise tax, Ms. Calhoun would retain the same amount of the payments made by the Company to her which she would have retained if she had not paid the excise tax.
In connection with the employment of Ms. Calhoun, the Compensation Committee of the Board of Directors of the Company has determined to grant to Ms. Calhoun non-qualified options to purchase 15,000 shares of common stock of Littelfuse at an exercise price of $38.29 per share. The options vest in equal 20
percent increments over a five-year period and terminate ten years from the date of the Non-Qualified Stock Option Agreement. The Company and Ms. Calhoun are expected to execute a Non-Qualified Stock Option Agreement relating to these options under the 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. (the "Plan") which is substantially similar to the form of specimen Non-Qualified Stock Option Agreement under the Plan filed as Exhibit 99.1 hereto.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 Form of specimen Non-Qualified Stock Option Agreement under
the 1993 Stock Plan for Employees and Directors of Littelfuse,
Inc.
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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 12, 2004 By: /s/ Philip G. Franklin
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Philip G. Franklin
Vice President, Operations
Support and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Form of specimen Non-Qualified Stock Option Agreement under
the 1993 Stock Plan for Employees and Directors of Littelfuse,
Inc.
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EXHIBIT 99.1
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT is entered into as of _____________, between ______________________ (the "Optionee") and LITTELFUSE, INC., a Delaware corporation (the "Corporation"), with reference to the following facts:
A. Pursuant to the 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. (the "Plan"), the Corporation is authorized to grant options for shares of its Common Stock, $.01 par value (the "Common Stock"), to officers, directors and employees of the Corporation or any Subsidiary as a reward for past performance or as an incentive to future performance.
B. The Corporation desires to grant an option to the Optionee.
NOW, THEREFORE, IN CONSIDERATION of the foregoing facts, the Corporation hereby grants the following options:
1. Grant of Option. The Corporation hereby grants to the Optionee an irrevocable option to purchase up to _________ shares of Common Stock of the Corporation at the price of $_________ per share. The number and kind of shares subject to this option and the purchase price per share are subject to adjustment as provided in the Plan. This option shall expire on the day before the tenth (10th) anniversary of the date hereof unless earlier terminated in accordance with the provisions hereof.
2. Exercise of Option. Subject to the terms of the Plan and
this Agreement, this option may be exercised as follows: with respect
to twenty percent (20%) of the Common Stock covered hereby during the
nine (9) year period commencing one (1) year following the date of
grant; with respect to an additional twenty percent (20%) of the Common
Stock covered hereby during the eight (8) year period commencing two
(2) years following the date of grant; with respect to an additional
twenty percent (20%) of the Common Stock covered hereby during the
seven (7) year period commencing three (3) years following the date of
grant; with respect to an additional twenty percent (20%) of the Common
Stock covered hereby during the six (6) year period commencing four (4)
years following the date of grant; and with respect to the remaining
twenty percent (20%) of the Common Stock covered hereby during the five
(5) year period commencing five (5) years following the date of grant.
This option shall be exercised by delivery of written notice to the
Corporation stating the number of shares with respect to which the
option is being exercised, together with full payment of the purchase
price therefor. Payment may be made in cash or in such other form or
combination of forms permitted by the Plan as shall be acceptable to
the Committee.
3. Reserved Shares. The Corporation has duly reserved for issuance a number of authorized but unissued shares adequate to fulfill its obligations under this Agreement. During the term of this Agreement the Corporation shall take such action as
may be necessary to maintain at all times an adequate number of shares reserved for issuance or treasury shares to fulfill its obligations hereunder.
4. Termination of Employment. In the event that the Optionee ceases to be an employee of the Corporation and its subsidiaries for any reason other than as set forth in paragraph 12 of the Plan, this option may, subject to the provisions of the Plan and Section 11 of this Agreement, be exercised (but only to the extent that the Optionee was entitled to do so at the time of the termination of the Optionee's employment) at any time within three (3) months after such termination, but in no case later than the date on which this option was originally scheduled to expire. Any portion of this option which was not exercisable by the Optionee at the time of any such termination of employment shall be cancelled and forfeited and the Optionee shall not have any further rights whatsoever with respect thereto.
5. Assignment or Transfer. This option may not be assigned or transferred except by will or by the laws of descent and distribution or pursuant to Section 9(c) of the Plan.
6. Plan and Committee. The construction of the terms of this Agreement shall be controlled by the Plan, a copy of which is attached hereto as Exhibit A and hereby made a part hereof as though set forth herein verbatim, and the rights of the Optionee are subject to modification and termination in certain events as provided in the Plan. All words and phrases not otherwise defined herein shall have the meanings provided in the Plan. The Committee's interpretations of and determinations under any of the provisions of the Plan or this Agreement shall be conclusive.
7. Compliance with Law. This option shall not be exercised and no shares shall be issued in respect hereof, unless in compliance with applicable federal and state tax and securities laws.
7.1. Certificate Legends. The certificates for shares purchased pursuant to this option shall bear any legends deemed necessary by the Committee.
7.2. Representations of the Optionee. As a condition to the exercise of this option, the Optionee will deliver to the Corporation such signed representations as may be necessary, in the opinion of counsel satisfactory to the Corporation, for compliance with applicable federal and state securities laws.
7.3. Resale. The Optionee's ability to transfer shares purchased pursuant to this option or securities acquired in lieu thereof or in exchange therefor may be restricted under federal or state securities laws. The Optionee shall not resell or offer for resale such shares or securities unless they have been registered or qualified for resale under all applicable federal and state securities laws or an exemption from such registration or qualification is available in the opinion of counsel satisfactory to the Corporation.
8. Notice. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by the Optionee to the Corporation shall be mailed or delivered to the Corporation to the attention of its Secretary at 800 East Northwest Highway, Des Plaines, Illinois 60016, and all notices or communications by the Corporation to the Optionee may be given to the Optionee personally or may be mailed to the Optionee at the most recent address which the Optionee has provided in writing to the Corporation.
9. Tax Treatment. This option is a non-qualified option and shall not be treated as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended. The Optionee acknowledges that the tax treatment of this option, shares subject to this option or any events or transactions with respect thereto may be dependent upon various factors or events which are not determined by the Plan or this Agreement. The Corporation makes no representations with respect to and hereby disclaims all responsibility as to such tax treatment.
10. Withholding Taxes. The Corporation shall have the right to require the Optionee to remit to the Corporation an amount sufficient to satisfy any federal, state or local withholding tax requirement prior to the delivery of any shares of Common Stock acquired by the exercise of the option granted hereunder. In each case of the exercise of the option, the Corporation will notify the Optionee of the amount of the withholding tax which must be paid under federal and, where applicable, state and local law. Upon receipt of such notice, the Optionee shall promptly remit to the Corporation the amount specified in such notice. No amounts of income received by the Optionee pursuant to this Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation or any of its Subsidiaries.
11. Non-competition Forfeiture Provisions. The Optionee acknowledges that a primary objective of the Corporation in deciding to grant the option to the Optionee under this Agreement is to provide the Optionee with an incentive to acquire shares of Common Stock and remain an employee of the Corporation and that this objective will not have been accomplished if the Optionee exercises the option, in whole or in part, and shortly thereafter terminates his or her employment with the Corporation and becomes an employee of a competitor of the Corporation or its affiliates. Therefore, notwithstanding anything else to the contrary contained in the Plan or this Agreement, in the event that the Optionee shall accept employment with, or become employed by, a Competitor (as such term is hereinafter defined) as an officer, employee, consultant, agent, representative or otherwise, the Optionee agrees that: (i) all unexercised options to acquire Common Stock then held by the Optionee which have been granted by the Corporation to the Optionee pursuant to this Agreement shall be deemed to be cancelled and forfeited and the Optionee shall not have any further rights whatsoever with respect thereto; and (ii) the Optionee shall immediately pay to the Corporation an amount equal to the product of
(x) the aggregate number of shares of Common Stock respecting which the Optionee exercised options to acquire shares of Common Stock granted pursuant to this Agreement at any time during the 180 days preceding the earlier of the date the Optionee accepted or commenced employment with a Competitor and (y) the aggregate differences between the exercise prices of any such options and the respective fair market values (as such term is defined in Section 5(a) of the Plan) of the Common Stock on the respective dates of exercise of such options (the "Forfeited Options Gain"). As used herein, the term "Competitor" shall mean any person or entity, or any affiliate thereof, which manufactures, distributes or sells circuit protection products in competition with the Corporation or any of its Subsidiaries. In the event that the Optionee shall fail to immediately pay to the Corporation the Forfeited Options Gain, the Optionee shall be liable to the Corporation for all costs, expenses and attorneys' fees incurred by the Corporation in connection with collecting the Forfeited Options Gain from the Optionee, plus interest at a per annum rate equal to the lower of 12% or the highest rate permitted by applicable law. The Optionee agrees that the Corporation and its Subsidiaries compete worldwide in the sale of circuit protection products and that the forfeiture provisions of this Section 11 are reasonable as they relate to the objectives of the Corporation in deciding to grant the option to the Optionee under this Agreement. In the event that any court shall finally hold that any provision of this Agreement constitutes an unreasonable or unenforceable restriction against the Optionee, the Optionee agrees that the provisions hereof shall not be rendered void but shall apply to such extent as such court may judicially determine or indicate constitutes a reasonable and enforceable restriction under the circumstances involved. The Corporation and the Optionee each request that any such court which holds that any of the provisions of this Agreement constitutes an unreasonable or unenforceable restriction against the Optionee make a determination of what would constitute a reasonable and enforceable restriction under the circumstances involved and to reform this Agreement accordingly.
12. No Right to Continued Employment. Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue in the employ or service of the Corporation or any of its subsidiaries or interfere in any way with the right of the Corporation or its subsidiaries to terminate such employment or service at any time.
13. Governing Law. Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the statutory or common law of another jurisdiction.
IN WITNESS WHEREOF, the Corporation and the Optionee have executed this Non-Qualified Stock Option Agreement effective as of the date first set forth above.
LITTELFUSE, INC. OPTIONEE: By ------------------------------ ---------------------------------- Its ------------------------------ |