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-