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 5, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Littelfuse, Inc. ("Littelfuse" or the "Company") announced
today that, effective January 1, 2005, Gordon Hunter will
assume the position of Chairman, President and Chief Executive
Officer of Littelfuse. Mr. Hunter currently serves as the
Chief Operating Officer of Littelfuse and is also a member of
the Littelfuse Board of Directors.
Mr. Hunter will succeed Howard B. Witt, the current Chairman,
President and Chief Executive Officer of Littelfuse, who will
be retiring from Littelfuse on December 31, 2004. Mr. Witt
will continue to serve as the Chairman, President and Chief
Executive Officer of Littelfuse until that date and intends to
continue as a Director of Littelfuse after that date.
Gordon Hunter, 53, has been the Chief Operating Officer of the
Company since November 2003. As Chief Operating Officer, Mr.
Hunter had the responsibility for global sales and production
at Littelfuse. Mr. Hunter has been a member of the Board of
Directors of the Company since 2002, and he is the Chairman of
the Technology Committee. Prior to joining Littelfuse, Mr.
Hunter was employed with Intel Corporation from February 2002
to November 2003, where he was Vice President, Intel
Communications Group, and General Manager, Optical Products
Group, responsible for managing the access and optical
communications business segments. Prior to joining Intel in
February 2002, he served as President of Elo TouchSystems, a
worldwide leader in the manufacturing and sales of computer
touch screens. His experience includes 20 years with Raychem
Corporation in the United States and Europe, with
responsibilities in sales, marketing, engineering and general
management. Mr. Hunter received a bachelor's degree in
electrical engineering from the University of Liverpool,
England, and an MBA from the London Business School.
The Company previously had entered into a change of control
employment agreement dated November 3, 2003, with Mr. Hunter.
This change of control employment agreement is designed to
provide Mr. Hunter 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 Mr. Hunter'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 Mr. Hunter were to terminate his
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 Mr. Hunter.
Under his change of control employment agreement, Mr. Hunter
will be paid his accrued compensation and annualized bonus,
and will receive an amount equal to
-2-
two times the sum of his annual salary plus bonus, and two
years of continuing medical insurance benefits. In the event
any payments received by Mr. Hunter upon a Change of Control
would require him to pay the 20% excise tax imposed by Section
4999 of the Internal Revenue Code, the Company would make an
additional payment to Mr. Hunter in an amount such that, after
payment by Mr. Hunter of such excise tax, Mr. Hunter would
retain the same amount of the payments made by the Company to
him which he would have retained if he had not paid the excise
tax.
The full text of this change of control employment agreement
was filed as Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 3, 2004, and can
be found with the Company's filings at www.sec.gov.
ITEM 9.01 Financial Statements, Pro Forma Financial Information and
Exhibits
Exhibit 99.1 Press Release, dated November 5, 2004
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 9, 2004 By: /s/ Philip G. Franklin
------------------------
Philip G. Franklin
Vice President, Operations
Support and Chief Financial Officer
-3-
EXHIBIT INDEX
99.1 Press Release, dated November 5, 2004