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.)
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
-2-
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.
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
------------------------
Philip G. Franklin
Vice President, Operations
Support and Chief Financial Officer
-3-
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
99.1 Form of specimen Non-Qualified Stock Option Agreement under
the 1993 Stock Plan for Employees and Directors of Littelfuse,
Inc.