Attached files
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EX-99.2 - EX-99.2 - MOLEX INC | c59501exv99w2.htm |
EX-99.1 - EX-99.1 - MOLEX INC | c59501exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
AUGUST 3, 2010
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
MOLEX INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware | 0-7491 | 36-2369491 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
2222 Wellington Court, Lisle, Illinois 60532
(Address and zip code of principal executive offices)
(630) 969-4550
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
(Address and zip code of principal executive offices)
(630) 969-4550
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction
A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On
August 3, 2010, Molex Incorporated issued a press release announcing its results of
operations for the fourth quarter ended June 30, 2010. A web cast to discuss
earnings and current market conditions will be held on August 3, 2010. A copy of the press release
is being furnished as Exhibit 99.1, and a copy of the slides to be presented at the web cast is
being furnished as Exhibit 99.2 hereto and incorporated herein by reference.
The information furnished under Item 2.02 and Item 9.01 of this Current Report on Form 8-K
shall not be deemed to be filed for purposes of the Securities Exchange Act of 1934, as amended,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as expressly set forth by specific reference in such filing.
Item 4.02
Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) As more fully set forth below, management of Molex Incorporated, the Audit Committee of
the Board of Directors and Molexs independent accountants met on August 2, 2010 to consider the
accounting for the unauthorized activities in Japan and errors in tax related accounts in prior
periods. After due consideration, management and the Audit Committee concluded that the 2009 and
2008 consolidated financial statements and the 2010 quarterly reports should be restated.
Accordingly, the financial statements filed by us relating to those periods should not be relied
upon. We will file 2010 consolidated financial statements on Form 10-K subsequent to this report
on August 3, 2010 containing the restated periods to supersede those earlier filings.
As we previously reported, in April 2010, we launched an investigation into unauthorized
activities in Japan. We learned that an individual working in Molex Japans finance group obtained
unauthorized loans from third party lenders, that included in at least one instance the attempted
unauthorized pledge of Molex Japan facilities as security, in Molex Japans name that were used to
cover losses resulting from unauthorized trading, including margin trading, in Molex Japans name.
We also learned that the individual misappropriated funds from Molex Japans accounts to cover
losses from unauthorized trading. The individual admitted to forging documentation in arranging and
concealing the transactions. We retained outside legal counsel, and they retained forensic
accountants, to investigate the matter. The investigation is now substantially complete. Based on
our consultation with legal counsel in Japan and the information learned from the substantially
completed investigation, we intend to vigorously contest the enforceability of the outstanding
unauthorized loans and any attempt by the lender to obtain payment.
At the end of the third quarter of fiscal 2010, we reported the outstanding unauthorized loans
as a contingent liability of $162.2 million. Based on the results of the substantially completed
investigation, we recorded for accounting purposes, during the fourth quarter of fiscal 2010, an
accrued liability for the effect of unauthorized activities pending the resolution of these
matters. In particular, we recorded cumulative net losses of $201.9 million, ($128.7 million
after-tax) due to these unauthorized activities, which were comprised of (1) the asserted
unauthorized loans outstanding as of June 30, 2010 of ¥15.0 billion ($169.7 million), (2) the
payment of ¥1.0 billion ($10.8 million) of unauthorized loans on April 5, 2010, (3) misappropriated
funds of ¥1.9 billion ($20.5 million), and (4) cumulative investigative costs through June 30, 2010
of $4.8 million, offset by (5) an unauthorized investment account with a balance of ¥0.4 billion
($3.9 million) as of June 30, 2010. We believe these unauthorized activities and related losses
occurred from at least as early as 1988 through 2010, with approximately ¥15.4 billion ($167.4
million) occurring prior to June 30, 2007. The accrued liability for these potential net losses was
¥14.7 billion ($165.8 million) as of June 30, 2010.
To the extent we prevail in not having to pay all or any portion of the outstanding
unauthorized loans, we would recognize a gain in that amount.
During the fourth quarter of fiscal 2010, we made the following adjustments to the
historical consolidated financial statements.
§ | We recorded a liability for potential losses related to the unauthorized activities in Japan. We are restating prior period financial statements to record liabilities in the periods in which the unauthorized transactions occurred. | ||
§ | During the fourth quarter of fiscal 2010, we completed a study to determine if historical tax transactions and balances had been recognized appropriately in accordance with ASC 740. We identified errors in tax-related accounts in prior periods. |
Based on our analysis of these adjustments, we concluded that while the adjustments were not
material to the operating results of fiscal years 2008 or 2009, there was an overstatement of
stockholders equity in the amount of $101.3 million, which represented 4.9% of total stockholders
equity as of June 30, 2009. Accordingly, we are restating the fiscal 2009 and 2008 consolidated
financial statements and restating fiscal 2010 quarterly results. The restated financial
statements did not impact segment reporting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1
|
Press release of Molex Incorporated dated August 3, 2010 | |
Exhibit 99.2
|
Slides of Molex Incorporated dated August 3, 2010 |
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SIGNATURES
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 hereunto duly authorized.
Date: August 3, 2010 | MOLEX INCORPORATED |
|||
By: | /s/ Mark R. Pacioni | |||
Mark R. Pacioni | ||||
Corporate Secretary |
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EXHIBIT INDEX
Exhibit No. | Description | |
Exhibit 99.1
|
Press release of Molex Incorporated dated August 3, 2010 | |
Exhibit 99.2
|
Slides of Molex Incorporated dated August 3, 2010 |
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