Methode Electronics Inc – ‘424B3’ on 3/22/95

As of:  Wednesday, 3/22/95   ·   Accession #:  950131-95-685   ·   File #:  33-61940

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Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                             8     35K 

Document Table of Contents

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                                                Filed pursuant to Rule 424(b)(3)
                                            Registration Number 33-61940

PROSPECTUS                                                                      

METHODE ELECTRONICS, INC. 

87,377 SHARES OF CLASS A COMMON STOCK 
(PAR VALUE $ .50 PER SHARE) 

------------------  

  This Prospectus may be used in connection with the distribution of up to
110,012 shares of Methode Electronics, Inc. Class A Common Stock, $.50 par value
(the "Shares") proposed to be disposed of from time to time by the Selling      
Stockholders named herein.  (See "Selling Stockholders").  Methode Electronics, 
Inc. (the "Company" or the "Registrant") will not receive any of the proceeds   
from the sale of the Shares.  The expenses of this registration will be paid by 
the Company.  The Company's Class A Common Stock and Class B Common Stock are   
sometimes hereinafter referred to as the "Common Stock."                        

     The outstanding shares of Common Stock (including the Shares) are traded on
the National Association of Securities Dealers Automated Quotation System       
("NASDAQ") National Market System under the symbols METHA and METHB.  On March  
13, 1995, the last reported sale price for Class A Common Stock was $14.375 per 
share.                                                                          

------------------  

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE          
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED    
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE    
CONTRARY IS A CRIMINAL OFFENSE.                                                 

------------------  

    The distribution of the Shares by the Selling Stockholders may be effected
from time to time in one or more transactions (which may involve block          
transactions) in the over-the-counter market, on the NASDAQ National Market     
System (or any exchange on which the Common Stock may then be listed), in       
negotiated transactions or otherwise.  Sales will be effected at such prices and
for such consideration as may be obtainable from time to time.  Commission      
expenses and brokerage fees, if any, will be paid individually by the Selling   
Stockholders.  (See "Plan of Distribution").                                    

The date of this Prospectus is March 14, 1995.

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AVAILABLE INFORMATION 

  The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance       
therewith, files reports, proxy statements and other information with the       
Securities and Exchange Commission (the "Commission").  Such material can be    
inspected and copied at the regional offices of the Commission at the           
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,       
Illinois 60661-2511 and at 75 Park Place, 14th Floor, New York, New York 10007. 
This material can also be inspected and copied at the Public Reference Section  
of the Commission at Room 1024 at its principal office, Judiciary Plaza, 450    
Fifth Street, N.W., Washington D.C. 20549 at prescribed rates.                  

This Prospectus omits certain of the information contained in the     
Registration Statement on Form S-3, of which this Prospectus is a part (the     
"Registration Statement"), covering the Common Stock, which pursuant to the     
Securities Act of 1933, as amended, (the "Securities Act") is on file with the  
Commission.  For further information with respect to the Company and the Shares,
reference is made to the Registration Statement, including the exhibits filed   
therewith.  Statements herein contained concerning the provisions of any        
document are not necessarily complete and, in each instance, reference is made  
to the copy of such document filed as an exhibit to the Registration Statement. 
The Registration Statement and the exhibits may be inspected without charge at  
the offices of the Commission or copies thereof obtained at prescribed rates    
from the Public Reference Section of the Commission at the address set forth    
above.                                                                          

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

     The following documents heretofore filed by the Company with the Commission
pursuant to the Exchange Act, are hereby incorporated by reference, except as   
superseded or modified herein:                                                  

              1.   The Company's Annual Report on Form 10-K for the year ended
April 30, 1994; and                     

       2.   The Company's Quarterly Reports on Form 10-Q for the
                  quarters ended July 31, 1994, October 31, 1994 and January
31, 1995.                               

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15 of the Exchange Act after the date of this Prospectus and prior to the 
termination of the offering of the Shares shall be deemed to be incorporated in 
and made a part of this Prospectus by reference from the date of filing of such 
documents.  Any statement contained in a document incorporated or deemed to be  
incorporated by reference herein shall be deemed to be modified or superseded   
for purposes of this Prospectus to the extent that a                            

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statement contained herein or in any subsequently filed document that is also   
incorporated by reference herein modifies or replaces such statement.  Any      
statement so modified or superseded shall not be deemed except as so modified or
superseded to constitute a part of this Prospectus.                             

         Upon oral or written request, the Company will provide without charge
a copy of any document incorporated in this Prospectus by reference, exclusive  
of exhibits (unless such exhibits are specifically incorporated by reference    
into such documents), to each person, including any beneficial owner, to whom   
this Prospectus is delivered.  Requests for such documents should be directed to
Methode Electronics, Inc., 7444 W. Wilson Ave., Chicago, IL 60656, Attention:   
Kevin J. Hayes, Vice President and Treasurer (telephone 708-867-9600).          

THE COMPANY   

       The Company was incorporated in 1946 as an Illinois corporation and
reincorporated in Delaware in 1966.  The Company operates in one industry       
segment, which consists of the manufacture of electronic components which       
connect, convey and control electrical energy, pulse and signal, including      
connectors, controls, interconnect devices, controls, printed circuits, and     
current carrying distribution systems.  Components manufactured by the Company  
are used in the production of electronic equipment and other products with      
applications in the automotive, military and aerospace, computer, industrial,   
telecommunications and consumer electronics industries.                         

USE OF PROCEEDS 

                                The Company will not receive any proceeds from
the sale of the Shares by the Selling Stockholders.                             

DESCRIPTION OF COMMON AND PREFERRED STOCK OF THE COMPANY

      The Certificate of Incorporation of the Company presently provides
that the Company has authority to issue 25,000,000 shares of Class A Common     
Stock, $.50 par value; 5,000,000 shares of Class B Common Stock, $.50 par value;
and 50,000 shares of Preferred Stock, $100 par value.                           

CLASS A COMMON STOCK

DIVIDENDS AND RELATED MATTERS                                                   

       Pursuant to the Company's Certificate of Incorporation, no dividend
may be paid on the Class B Common Stock unless an equivalent or greater dividend
is paid concurrently on the Class A Common Stock.  However, dividends can be    
declared and paid                                                               

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on the Class A Common Stock without being declared and paid on the Class B      
Common Stock.                                                                   

         Only the following types of stock dividends, stock splits and similar
distributions may be paid and declared: (i) shares of Class A Common Stock to   
holders of Class A Common Stock, (ii) shares of Class A Common Stock to holders 
of Class A Common Stock and Class B Common Stock, (iii) shares of Class A Common
Stock to holders of Class A Common Stock and shares of Class B Common Stock to  
holders of Class B Common Stock, and (iv) shares of any other security of the   
Company (other than any class of Common Stock) to holders of Class A Common     
Stock and Class B Common Stock and/or any other security of the Company.        

VOTING RIGHTS                                                                   

        Holders of the Class A Common Stock are entitled to elect 25% of the
Board of Directors (rounded up to the nearest whole number) so long as the      
number of outstanding shares of Class A Common Stock is at least 10% of the     
number of shares of all classes of outstanding Common Stock.  The remaining     
directors are elected by the holders of the Class B Common Stock.  As of March  
1, 1994, Class A Common Stock constituted 94.5% of the number of shares of all  
classes of outstanding Common Stock.                                            

        Directors may be removed with or without cause, but such removal may
be effected only by the holders of the class of Common Stock that elected such  
directors.                                                                      

       Vacancies in the Board of Directors may be filled by the holders of
the particular class of Common Stock which elected such director or by the      
remaining directors elected by the holders of such class.                       

     Except for the election or removal of directors, including, under
certain circumstances, filling any vacancy in the Board of Directors, and except
for class voting as required by Delaware law, the holders of all classes of     
Common Stock will vote or consent as a single class on all matters coming before
any meeting of the stockholders of the Company, with each share of Class A      
Common Stock having one-tenth of one vote per share and each share of Class B   
Common Stock having one vote per share.  Under Delaware law, the holders of each
outstanding class of Common Stock shall be entitled to vote as a class on any   
proposed amendment to the Certificate of Incorporation if such amendment would: 
(i) increase or decrease the aggregate number of authorized shares of such      
class, (ii) increase or decrease the par value of the shares of such class, or  
(iii) alter or change the powers, preferences or special rights of the shares of
such class so as to affect such holders adversely.                              

          If the number of outstanding shares of Class A Common Stock were to be
less than 10% of all outstanding classes of Common Stock as of the record date  
of any meeting of the stockholders of the Company, the holders of the Class A   
Common Stock and the Class B                                                    

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Common Stock would vote together as a single class on all matters arising at    
such meeting, including the election of directors.  Under such circumstances,   
the holders of the Class A Common Stock would be entitled to one-tenth of one   
vote per share and the holders of the Class B Common Stock would be entitled to 
one vote per share.                                                             

CONVERSION                                                                      

     Shares of Class A Common Stock are not convertible into any other
security of the Company.                                                        

LIQUIDATION RIGHTS                                                              

         Upon liquidation, dissolution or winding up of the Company, and after
distribution of any amounts due to any holders of Preferred Stock, the assets   
legally available for distribution to stockholders will be distributable ratably
among the holders of the shares of all classes of Common Stock at the time      
outstanding.                                                                    

OTHER TERMS                                                                     

       No holder of any class of common stock of the Company will have any
liability for further calls or assessments respecting such shares.              

   No stockholder of the Company has preemptive or other rights to
subscribe for additional shares of voting securities of the Company.  No classes
of common stock of the Company are subject to redemption.  No stockholder of the
Company has cumulative voting rights.                                           

        The Certificate of Incorporation of the Company provides that in the
event that the holders of common stock of the Company are entitled to vote on a 
merger or consolidation or on a proposal that the Company sell, lease or        
exchange substantially all of its assets and property to or with any person or  
that any person sell, lease, or exchange substantially all of its assets and    
property to or with the Company, and as a result of such transaction the Company
will not be either (i) the surviving corporation, (ii) the parent corporation,  
or (iii) in continued existence, the transaction must be approved by at least   
75% of the aggregate voting power of the holders of the issued and outstanding  
securities of the Company entitled to vote thereon, voting together as one      
class; except that the foregoing shall not apply to any such transaction which  
is approved by resolution of the Board of Directors of the Company.             

CLASS B COMMON STOCK

          The rights incident to the Class B Common Stock relating to dividends,
voting rights, liquidation rights, preemptive rights, redemption, cumulative    
voting and other terms                                                          

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are described in the above discussion of Class A Common Stock.  Further, each   
share of Class B Common Stock is convertible, at the option of the holder, into 
one share of Class A Common Stock.                                              

          If the total number of outstanding shares of Class B Common Stock were
to be less than 100,000 shares as of the record date of any meeting of the      
stockholders of the Company, the holders of the Class B Common Stock would lose 
their right as a class to elect 75% of the Board of Directors.  In such event,  
the holders of the Class A Common Stock would continue to be entitled to elect  
25% (rounded up to the nearest whole number) of the Board of Directors, and the 
holders of the Class A Common Stock and Class B Common Stock would vote as a    
single class on all other matters arising at such meeting, including the        
election of the remaining directors, with the holders of the Class A Common     
Stock having one-tenth of one vote per share and the holders of the Class B     
Common Stock having one vote per share.                                         

PREFERRED STOCK 

         The Company is authorized to issue Preferred Stock in series, and, in
connection with such issuance, the Board of Directors of the Company is         
authorized to establish the relative rights, preferences and limitations of each
such series, including the voting power of the holders of such series.  However,
the Board of Directors may not issue any series of Preferred Stock that would   
deny or limit the ability to the holders of the Class A Common Stock to elect   
25% (rounded up to the nearest whole number) of the Board of Directors of the   
Company or to fill, in the absence of action by the directors elected by such   
holders, any vacancy in the office of a director elected by such holders.  The  
Board of Directors may issue Preferred Stock without stockholder approval and   
with voting and conversion rights which could adversely affect the voting power 
of holders of Common Stock; provided, however, that the ability of the holders  
of the Class A Common Stock to elect 25% of the Board of Directors may not be   
adversely affected.  There are no agreements or understandings for the issuance 
of Preferred Stock, and the Board of Directors has no present intention to issue
any shares of Preferred Stock.  As of March 1, 1995, there are no series of     
Preferred Stock issued and outstanding.                                         

SELLING STOCKHOLDERS

         The following table sets forth information with respect to the number
of shares of Class A Common Stock beneficially owned by each of the Selling     
Stockholders.                                                                   

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                                                        [Enlarge/Download Table]

                            Number of shares                          Percent of Shares
                            Beneficially Owned     Number of Shares   Outstanding After
   Selling Stockholder      Prior to Offering (1)  Registered Herein  Offering (2)     
--------------------------  ---------------------  -----------------  -----------------
                                                                                       
Andrew Baxter Harding              39,430               39,430            0%           
Lorraine Harding                    7,000                7,000            0%           
Simpson Research Limited            9,453                9,453            0%           
Christopher Warnes                  8,499                8,499            0%           
Lynne Ruth Warnes                  12,000               12,000            0%           
Richard Colin                      16,908               16,908            0%           
Edward Durrant                                                                         
Susan J. Durrant                    3,500                3,500            0%           

1    Information as of March 1, 1995.                                           
2    Assumes all shares registered herein are sold.                             

PLAN OF DISTRIBUTION

        The Shares may be sold from time to time by the Selling Stockholders
or by pledgees, donees, transferees or other successors in interest.  Such sales
may be made in any one or more transactions (which may involve block            
transactions) in the over-the-counter market, on NASDAQ, and any exchange in    
which the Class A Common Stock may then be listed, or otherwise in negotiated   
transactions or a combination of such methods of sale, at market prices         
prevailing at the time of sale, at prices related to such prevailing market     
prices or at negotiated prices.  The Selling Stockholders may effect such       
transactions by selling Shares to or through broker-dealers, and such broker-   
dealers may sell the Shares as agent or may purchase such Shares as principal   
and resell them for their own account pursuant to this prospectus.  Such broker-
dealers may receive compensation in the form of underwriting discounts,         
concessions or commissions from the Selling Stockholders and/or purchasers of   
Shares from whom they may act as agent (which compensation may be in excess of  
customary commissions).                                                         

    The Company has informed the Selling Stockholders that the anti-
manipulative rules under the Securities Exchange Act of 1934 (Rules 10b-6 and   
10b-7) may apply to their sales of Shares in the market.  Also, the Company has 
informed the Selling Stockholders of the need for delivery of copies of the     
Prospectus in connection with any sale of securities registered hereunder in    
accordance with applicable prospectus delivery requirements.                    

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   In connection with such sales, the Selling Stockholders and any
participating brokers or dealers may be deemed to be "underwriters" as defined  
in the Securities Act.  In addition, any of the Shares that qualify for sale    
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this    
Prospectus.                                                                     

         In order to comply with certain state securities laws, if applicable,
the Class A Common Stock will not be sold in a particular state unless such     
securities have been registered or qualified for sale in such state or an       
exemption from registration or qualification is available and complied with.    

  No person is authorized to give any information or to make any
representation, other than those contained in this Prospectus, and any          
information or representations not contained in this Prospectus must not be     
relied upon as having been authorized.  This Prospectus does not constitute an  
offer to sell or solicitation of an offer to buy any securities other than the  
registered securities to which it relates.  This Prospectus does not constitute 
an offer to sell or a solicitation of an offer to buy such securities under any 
circumstances where such offer or solicitation is unlawful.  Neither the        
delivery of this Prospectus nor any sales made hereunder shall, under any       
circumstances, create any implication that there has been no change in the      
affairs of the Company since the date hereof or that the information contained  
herein is correct as of any time subsequent to its date.                        

LEGAL MATTERS 

      The validity of the issuance of the shares of Class A Common Stock
offered hereby will be passed upon for the Company by Keck, Mahin & Cate,       
Chicago, Illinois.  Robert C. Keck, Director and Secretary of the Company, is a 
partner in the law firm of Keck, Mahin & Cate, and is the beneficial owner of   
36,000 shares of Class A Common Stock and 4,000 shares of Class B Common Stock. 

EXPERTS 

         The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended April 30, 1994, have    
been audited by Ernst & Young, independent auditors, as set forth in their      
report thereon included therein and incorporated herein by reference.  Such     
consolidated financial statements are incorporated herein by reference in       
reliance upon such report given upon the authority of such firm as experts in   
accounting and auditing.                                                        

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
Filed on:		3/22/95
		3/14/95		1
		3/13/95		1					10-Q
		3/1/95		6		7
		1/31/95		2					10-Q,  SC 13G/A
		10/31/94		2
		7/31/94		2
		4/30/94		2		8
		3/1/94		4
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