lfus20160229_s8.htm

As filed with the Securities and Exchange Commission on March 1, 2016

Registration No. 333-            

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Littelfuse, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 

36-3795742

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

8755 W. Higgins Road, Suite 500

Chicago, IL 60631

(Address of Principal Executive Offices) (Zip Code)

 

  

Littelfuse, Inc. Long-Term Incentive Plan

(Full Title of the Plan)

 

 

Gordon Hunter

Chairman of the Board of Directors,

President and Chief Executive Officer

Littelfuse, Inc.

8755 W. Higgins Road, Suite 500

Chicago, IL 60631

(Name and Address of Agent For Service)

 

(773) 628-1000

(Telephone number, including area code, of Agent For Service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer (Do not check if a smaller reporting company)

Smaller reporting company

 

CALCULATION OF REGISTRATION FEE

 

                 

 

Title of

securities to be registered

 

Amount

to be

Registered(1)

 

Proposed

maximum

offering price

per share (2)

 

Proposed

Maximum
Aggregate

offering price (2)

 

Amount of
registration fee

Common Stock, $0.01 par value per share

 

605,954

 

U.S.$113.65

 

U.S.$68,866,672.10

 

U.S.$6,934.87

 

 

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminable number of additional shares of Common Stock that may become issuable pursuant to stock splits, stock dividends, or similar transactions that result in an increase in the number of shares of the Registrant’s outstanding Common Stock.

(2)

 

 

This calculation is made solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act. The fee is calculated on the basis of the average of the high and low sale prices per share of the Common Stock on the NASDAQ Global Select Market on February 23, 2016.

 

 
 

 

 

NOTE

 

REGISTRATION OF ADDITIONAL SHARES AND INCORPORATION OF CERTAIN INFORMATION

BY REFERENCE PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

 

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed by Littelfuse, Inc., a Delaware corporation (the “Registrant”), relating to 605,954 shares of its common stock, par value $0.01 per share, issuable to eligible employees and consultants of the Registrant and its affiliates under the Registrant’s Long-Term Incentive Plan (the “LTIP”). On May 19, 2010, the Registrant filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-8 (Registration File No. 333-166953), relating to shares of common stock issuable to eligible employees and consultants of the Registrant and its affiliates under the LTIP (the “Prior Registration Statement”). The Prior Registration Statement is currently effective. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statement.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

Exhibit

Number

 

Description

     

4.1

 

Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(I) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 3, 1998).

4.2

 

Bylaws, as amended to date (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2014).

5.1

 

Opinion of Baker & Hostetler LLP.

23.1

23.2

 

Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

23.3

 

Consent of Baker & Hostetler LLP (filed as a part of Exhibit 5.1).

24

 

Power of Attorney (included in the signature page to this Registration Statement).

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on the 1st day of March, 2016.

 

     

LITTELFUSE, INC.

   

By:

 

/s/ Gordon Hunter

 

 

Gordon Hunter

Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)

     

 

 

 

 

 

 

 

 

 

POWER OF ATTORNEY

 

Each of the registrant and each director or officer of the registrant whose individual signature appears below hereby appoints Gordon Hunter and Philip G. Franklin and each of them, any of whom may act without the joinder of the others, as the true and lawful attorney-in-fact and agent of the undersigned, in any and all capacities, with full power of substitution, to sign any and all amendments to this registration statement (including post-effective amendments), and, in connection with any registration of additional securities, to sign any abbreviated registration statement and any and all amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. 

 

Signatures

 

Titles

 

Date

         

/s/ Gordon Hunter

 

Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)

 

March 1, 2016

Gordon Hunter

       
         

/s/ Philip G. Franklin

 

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

 

March 1, 2016

Philip G. Franklin

       
         

/s/ Tzau-Jin Ching

 

Director

 

March 1, 2016

Tzau-Jin Chung

       
         

/s/ Cary T. Fu

 

Director

 

March 1, 2016

Cary T. Fu

       
         

/s/ Anthony Grillo

 

Director

 

March 1, 2016

Anthony Grillo

       
         

/s/ John E. Major

 

Director

 

March 1, 2016

John E. Major

 

 

 

 

         
/s/ William P. Noglows   Director   March 1, 2016

William P. Noglows

       
         

/s/ Ronald L. Schubel

 

Director

 

March 1, 2016

Ronald L. Schubel

       
         

 

 
 

 

 

INDEX TO EXHIBITS

 

 

Exhibit

Number

 

Description

     

4.1

 

Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(I) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 3, 1998).

4.2

 

Bylaws, as amended to date (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2014).

5.1

 

Opinion of Baker & Hostetler LLP.

23.1

23.2

 

Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.

Consent of Enrst & Young LLP, Independent Registered Public Accounting Firm.

23.3

 

Consent of Baker & Hostetler LLP (filed as a part of Exhibit 5.1).

24

 

Power of Attorney (included in the signature page to this Registration Statement).