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) - December 31, 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 December 31, 2004, Littelfuse, Inc. (the "Company") entered
into a First Amendment to Employment Agreement with Howard B.
Witt, the Chairman, Chief Executive Officer and President of
the Company. Under the terms of Mr. Witt's Employment
Agreement with the Company, and as the Company previously
announced, Mr. Witt will retire from such positions effective
December 31, 2004. The terms of the First Amendment provide
that, in consideration for Mr. Witt agreeing to extend the
non-competition period under his Employment Agreement for an
additional two years beyond the initial two-year period, the
Company agrees to pay Mr. Witt $200,000 on or before January
15, 2005.
As of January 1, 2005, the Company entered into a two-year
Consulting Agreement with Mr. Witt. The terms of the
Consulting Agreement provide that Mr. Witt will be paid
$275,000 per year during the term of the agreement and will be
required to provide certain consulting services to the Company
as may be reasonably requested by the President or the Board
of Directors of the Company from time to time, but in no event
shall Mr. Witt be required to work more than 40 hours during
any calendar month. Mr. Witt will be provided with working
facilities, support staff and reimbursements for reasonable
business expenses incurred by Mr. Witt in performing his
duties under the Consulting Agreement. In addition, if so
requested by the Board of Directors of the Company and elected
by the stockholders of the Company, Mr. Witt has agreed to
serve as a director of the Company during the two-year term of
the agreement. If elected as a director of the Company, Mr.
Witt will receive compensation for his services as a director,
in addition to the annual compensation as a consultant
discussed above, in an amount equal to the compensation paid
to the other non-employee directors of the Company for their
services as directors.
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: January 5, 2005 By: /s/ Philip G. Franklin
------------------------
Philip G. Franklin
Vice President, Operations
Support and Chief Financial Officer