1
As filed with the Securities and Exchange Commission on July 18,AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2000
REGISTRATION NO. 333-__________
================================================================================333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------
FLEXTRONICS INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
SINGAPORE 0-23354 NOT APPLICABLE
(State or Other Jurisdiction (Commission file number) (I.R.S. Employer
of Incorporation) Identification No.)
-------------(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
11 UBI ROAD 1 #07-01/02 MICHAEL E. MARKS
MEIBAN INDUSTRIAL BUILDING CHIEF EXECUTIVE OFFICER
SINGAPORE 408723 FLEXTRONICS INTERNATIONAL LTD.
(65) 844-3366 11 UBI ROAD 1 #07-01/02
(Address, Including Zip Code, and Telephone MEIBAN INDUSTRIAL BUILDING
Number, SINGAPORE 408723
Including Area Code, of Registrant's Principal (65) 844-3366
Executive Offices) (Name, Address, Including Zip Code, and
Telephone Number,
Including Area Code, of Agent For Service)NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
------------------
Copies to:
David11 UBI ROAD 1, #07-01/02
MEIBAN INDUSTRIAL BUILDING
SINGAPORE 408723
(65) 844-3366
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MICHAEL E. MARKS
CHIEF EXECUTIVE OFFICER
FLEXTRONICS INTERNATIONAL LTD.
11 UBI ROAD 1, #07-01/02
MEIBAN INDUSTRIAL BUILDING
SINGAPORE 408723
(65) 844-3366
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
DAVID K. Michaels, Esq.
Joshua N. Sun, Esq.
FenwickMICHAELS, ESQ.
TRAM T. PHI, ESQ.
ANDREW H. FELLER, ESQ.
FENWICK & WestWEST LLP
Two Palo Alto Square
Palo Alto, CaliforniaTWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
------------------
Approximate date of commencement of proposed sale to the public:APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement becomes effective.Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box:box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box:box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering:offering. [ ]
- ---------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering:offering. [ ]
- ---------------
If delivery of the Prospectusprospectus is expected to be made pursuant to Rule 434,
please check the following box:box. [ ]
CALCULATION OF REGISTRATION FEE
=========================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO MAXIMUM MAXIMUM
SECURITIES BE AGGREGATE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE(2)
- ---------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares,shares, S$.01 par value per
share 9,242,415 $73.3125 $677,584,550 $146,621.35
=========================================================================================================share................................. 30,000,000 shares $81.46875 $2,444,062,500 $645,233
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computingcalculating the registration fee pursuant
toin
accordance with Rule 457. The price per share457(c) under the Securities Act of 1933 and aggregate offering price are based upon
the average of the high and low sale prices for Registrant's ordinary
shares on July 12, 2000,such stock as reported by
Nasdaq on the Nasdaq National Market pursuant
to Rule 457(c).
(2) 1,660,200September 22, 2000, which date was within five business days of
the ordinary shares to which this Registration Statement
relates were part of, and included in, the ordinary shares of the
Registrant previously registered on Form S-3, Registration No. 333-65659,
for which a filing fee was previously paid in the amount of $6,878.26.
93,800 of the ordinary shares to which this Registration Statement relates
were part of, and included in, the ordinary shares of the Registrant
previously registered on Form S-3, Registration No. 333-77515, for which a
filing fee was previously paid in the amount of $630.72. 2,379,284 of the
ordinary shares to which this Registration Statement relates were part of,
and included in, the ordinary shares of the Registrant previously
registered on Form S-3, Registration No. 333-87601, for which a filing fee
was previously paid in the amount of $38,921.70. 506,988 of the ordinary
shares to which this Registration Statement relates were part of, and
included in, the ordinary shares of the Registrant previously registered on
Form S-3, Registration No. 333-94941, for which a filing fee was previously
paid in the amount of $11,118.49. Accordingly, an additional filing fee of
$89,072.18 is payable in connection with the Registration Statement.
Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended, the Prospectus which constitutes partdate of this Registration Statement is
a combined prospectus and also relates to 1,660,200 of the Registrant's ordinary
shares previously registered on Form S-3, Registration No. 333-65659, 93,800 of
the Registrant's Form S-3, Registration No. 333-77515, 2,379,284 of the
Registrant's Form S-3, Registration No. 333-87601 and 506,988 of the
Registrant's ordinary shares previously registered on Form S-3, Registration No.
333-94941. This Registration Statement also constitutes Post-Effective Amendment
No. 5 to Registration Statement No. 333-65659, Post-Effective Amendment No. 3 to
Registration Statement No. 333-77515, Post-Effective Amendment No. 2 to
Registration Statement No. 333-87601 and Post-Effective Amendment No. 1 to
Registration Statement No. 333-94941. Such Post-Effective Amendments shall
become effective concurrently with the effectiveness of this Registration
Statement in accordance with Section 8(c) of the Securities Act of 1933, as
amended.filing.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THISTHE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES, IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 27, 2000
PROSPECTUS
FLEXTRONICS INTERNATIONAL LTD.
Up To 9,242,415 Ordinary Shares
---------------
The 9,242,415 ordinary shares covered byORDINARY SHARES
By this prospectus, were previously
issued by Flextronics in its acquisitionswe may offer up to 30,000,000 ordinary shares. We will
provide the specific terms for any offering of Palo Alto Products International
Pte Ltd, Palo Alto Manufacturing (Thailand) Ltd., Palo Alto Plastic (Thailand)
Ltd., PCB Assembly, Inc., San Marco Engineering Srl, Sample Rate Systems Oy,
Neutronics Electronic Industries Holding AG, Energipilot AB, Kyrel EMS Oy,
Summit Manufacturing Inc., Circuit Board Assemblers, Inc. and EMC International,
Inc. These ordinary shares may be offered and sold over time by the shareholders
named in this prospectus under the heading "Selling Shareholders," by their
pledgees or donees, or by other transferees that receive the ordinary shares in transfers other than public sales.
The selling shareholders may sell their Flextronics shares in the open
market at prevailing market prices, or in private transactions at negotiated
prices. They may sell the shares directly, or may sell them through
underwriters, brokers or dealers. Underwriters, brokers or dealers may receive
discounts, concessions or commissions from the selling shareholders,a supplement
to this prospectus. You should read this prospectus and this
compensation might be in excess of the compensation customary in the type of
transaction involved. See "Plan of Distribution."
We will not receive any of the proceeds from the sale of these shares.prospectus
supplement carefully before you invest.
The ordinary shares are quoted on the Nasdaq National Market under the
symbol "FLEX." On July 12,September 26, 2000 the closing sale price of the ordinary
shares was $73.75$85.8125 per share.
----------------------------------------
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
---------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if thisIN THE
SUPPLEMENT TO THIS PROSPECTUS.
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------
This prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is July 18, 2000.dated September , 2000
3
TABLE OF CONTENTS
PagePAGE
----
About this Prospectus....................................... 2
Where You Can Find More Information..................................................Information......................... 2
Forward Looking Statements........................................................... 2
The Company..........................................................................Statements.................................. 3
About Flextronics........................................... 4
Enforcement of Civil Liabilities .................................................... 3Liabilities............................ 4
Risk Factors......................................................................... 3Factors................................................ 4
Use of Proceeds...................................................................... 9
Selling Shareholders................................................................. 9Proceeds............................................. 5
Description of Capital Shares............................... 5
Taxation.................................................... 8
Plan of Distribution................................................................. 12Distribution........................................ 9
Legal Matters........................................................................ 12Matters............................................... 10
Experts..................................................... 10
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell up to 30,000,000 ordinary shares in one or more offerings. This prospectus
provides you with a general description of the ordinary shares we may offer.
Each time we sell ordinary shares, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Where You Can Find More Information."
The registration statement that contains this prospectus, including the
exhibits to the registration statement, contains additional information about us
and the securities offered under this prospectus. That registration statement
can be read at the SEC web site or at the SEC offices mentioned under the
heading "Where You Can Find More Information." We may only use this prospectus
to sell securities if it is accompanied by a prospectus supplement. We are only
offering these securities in states where the offer is permitted.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W.,rooms in Washington, D.C.
20549., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available on the SEC's
websiteweb site at "http://www.sec.gov."
The SEC allows us toWe "incorporate by reference" in this prospectus information from other
documents that we file with them,the SEC, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to bean important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below, and any future filings we make
2
4
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 prior to the sale of all the shares covered by this prospectus:
- our Annual Report on Form 10-K for the fiscal year ended March 31, 2000;
- our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2000;
- our Current Reports on Form 8-K filed with the CommissionSEC on April 18, 2000,
June 13, 2000, June 19, 2000, June 22, 2000, and June 27, 2000, September 15,
2000, September 20, 2000 and September 20, 2000; and
- the description of our ordinary shares contained in our Registration
Statement on Form 8-A dated January 31, 1994.
You may request a copy of these filings, at no cost, by writing or
telephoning us at:
Flextronics International Ltd.
2245 Lundy2090 Fortune Drive
San Jose, California 95131
Attention: Laurette F. Slawson,
Treasurer and Director of Investor Relations
Telephone: (408) 428-1300576-7000
You may also review copies of documents that are incorporated by reference
at our web site. The address of the site is http://www.flextronics.com.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement, other than any
information superseded by a later prospectus supplement or a later document
filed with the SEC and incorporated by reference ininto this prospectus. We have
not authorized anyone else to provide you with different information. The selling shareholders may not make an offer of these
shares in any state where the offer is not permitted. You should
not assume that the information in this prospectus or any prospectus supplement
is accurate as of any date other than the date on the front of those documents.
FORWARD LOOKINGFORWARD-LOOKING STATEMENTS
ThisThe material included or incorporated by reference in this prospectus includes "forward-looking statements"and
in any accompanying prospectus supplement contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Actsecurities laws. The words "expects," "anticipates,"
"believes," "intends," "plans" and similar expressions identify forward-looking
statements. In addition, any statements which refer to expectations, projections
or other characterizations of 1995. This Act provides a
"safe harbor" forfuture events or circumstances are forward-looking
statements. Because these forward-looking statements are subject to encourage companies to provide
prospective information about themselves so long as they identify these
statements asrisks and
uncertainties, actual results may differ materially from the expectations
expressed in the forward-looking and provide meaningful cautionary statements
identifying important factorsstatements. Factors that could cause actual
2
4
results to differ materially from the projected results. Allexpectations reflected in the
forward-looking statements include:
- our ability to expand our facilities and operations;
- our ability to hire and retain skilled employees;
- our ability to integrate the operations of acquired businesses and to
retain customers and employees of the acquired business;
- the continued outsourcing of manufacturing by original equipment
manufacturers;
- our ability to win new customer programs and maintain our customer
relationships;
- difficulties in production of new products;
3
5
- changing demand for our customers' products;
- currency fluctuations; and
- the risk of component shortages.
In addition, these forward-looking statements are subject to the other
than
statementsrisks and uncertainties discussed under "Management's Discussion and Analysis of
historical fact we make in this prospectus or in any document
incorporated by reference are forward-looking. In particular, the statements
herein regarding industry prospectsFinancial Condition and our future resultsResults of operations or
financial position are forward-looking statements. Forward-looking statements
reflect our current expectations and are inherently uncertain. Our actual
results may differ significantly from our expectations. The section entitled
"Risk Factors" that appearsOperations -- Certain Factors Affecting
Operating Results" in our Annual Reportmost recent reports filed with the Securities and
Exchange Commission on Form 10-K for the year ended
March 31, 2000 describe some, but not all, of the factors that could causeand Form 10-Q. We undertake no obligation to
update or revise these differences.
THE COMPANY
Flextronics isforward-looking statements to reflect subsequent events
or circumstances.
ABOUT FLEXTRONICS
We are a leading provider of advanced electronics manufacturing services to
original equipment manufacturers, or OEMs, primarily in the telecommunications
and networking, consumer electronics and computer industries. Our strategy is to
provide customers with the ability to outsource, on a global basis, a complete
product where we take responsibility for engineering, supply chain management,
assembly, integration, test and logistics management. We provide a wide range of integrated services, from initialcomplete
product design to
volume productionservices, including electrical and fulfillment.mechanical, circuit and
layout, radio frequency and test development engineering services. Our
manufacturing services range from printed
circuit boardinclude the fabrication and assembly to complete product assemblyof plastic and test.metal
enclosures, PCBs and backplanes. We believe that we have developed particular
strengths in advanced interconnect, miniaturization and packaging technologies,
and in the engineering and manufacturing of wireless communications products
employing radio frequency technology. In addition, we provide advanced engineering services, including
product design, PCB layout, quick-turn prototyping and test development.
Throughout the production process, we
offer logistics services, such as materials procurement, inventory management,
packaging and distribution. Our principal executive offices are located at 11 Ubi Road 1,
#07-01/02, Meiban Industrial Building, Singapore 408723 and our408723. Our telephone number is
(65) 844-3366.
ENFORCEMENT OF CIVIL LIABILITIES
We are incorporated in Singapore under the Companies Act. Some of our
directors and executive officers reside in Singapore. All or a substantial
portion of the assets of suchthese persons, and a substantial portion of our assets,
are located outside the United States. As a result, it may not be possible for
persons purchasing ordinary shares to effect service of process within the
United States upon suchthese persons or Flextronicsupon us or to enforce against them in the
United States courts judgments obtained in such courts predicated upon the civil
liability provisions of the federal securities laws of the United States. We have been advised by ourOur
Singapore legal advisors, Allen & Gledhill, have advised us that there is doubt
as to the enforceability inwhether Singapore courts will enforce, either in original actions or in
actions for the enforcement of judgments of United States courts, of civil
liabilities predicated upon the federal securities laws of the United States.
RISK FACTORS
IF WE DO NOT MANAGE EFFECTIVELY THE EXPANSION OF OUR OPERATIONS, OUR BUSINESS
MAY BE HARMED.
We have grown rapidly in recent periods. Our workforce has tripled in
size over the last year as a result of internal growth and acquisitions. This
growth is likely to considerably strain our management control system and
resources, including decision support, accounting management, information
systems and facilities. If we do not continue to improve our financial and
management controls, reporting systems and procedures to manage our employees
effectively and to expand our facilities, our business could be harmed.
We plan to increase our manufacturing capacity by expanding our
facilities and by adding new equipment. Such expansion involves significant
risks, including, but not limited to the following:
- we may not be able to attract and retain the management personnel and
skilled employees necessary to support expanded operations;
- we may not efficiently and effectively integrate new operations and
information systems, expand our existing operations and manage
geographically dispersed operations;
- we may incur cost overruns;
3
5
- we may encounter construction delays, equipment delays or shortages,
labor shortages and disputes and production start-up problems that
could harm our growth and our ability to meet customers' delivery
schedules; and
- we may not be able to obtain funds for this expansion, and we may not
be able to obtain loans or operating leases with attractive terms.
In addition, we expect to incur new fixed operating expenses associated
with our expansion efforts, including substantial increases in depreciation
expense and rental expense, that will increase our cost of sales. If our
revenues do not increase sufficiently to offset these expenses, our operating
results would be seriously harmed. Our expansion, both through internal growth
and acquisitions, has contributed to our incurring significant accounting
charges.
WE MAY ENCOUNTER DIFFICULTIES WITH ACQUISITIONS, WHICH COULD HARM OUR BUSINESS.
We have completed a number of acquisitions of businesses and facilities
and expect to continue to acquire additional businesses and facilitiesAn investment in the future. We are currentlyordinary shares involves a high degree of risk. Before
investing in preliminary discussions to acquire additional
businesses and facilities. Any future acquisitions may require additional debt
or equity financing, which could increase our leverage or be dilutive to our
existing shareholders. We cannot assureordinary shares, you should carefully consider the terms of, or that we will complete,
any acquisitionsinformation
contained under the heading "Risk Factors" in the future.
To integrate acquired businesses, we must implement our management
information systems and operating systems and assimilate and manage the
personnel of the acquired operations. The difficulties ofapplicable supplement to this
integration may
be further complicated by geographic distances. The integration of acquired
businesses may not be successful and could result in disruption to other parts
of our business.
In addition, acquisitions involve a number of other risks and
challenges, including, but not limited to,
- diversion of management's attention;
- potential loss of key employees and customers of the acquired
companies;
- lack of experience operating in the geographic market of the acquired
business; and
- an increase in our expenses and working capital requirements.
Any of these and other factors could harm our ability to achieve
anticipated levels of profitability at acquired operations or realize other
anticipated benefits of an acquisition.
WE HAVE NEW CUSTOMER RELATIONSHIPS FROM WHICH WE ARE NOT YET RECEIVING
SIGNIFICANT REVENUES, AND ORDERS FROM THESE CUSTOMERS MAY NOT REACH ANTICIPATED
LEVELS.
We have recently announced major new customer relationships, including
our alliance with Motorola, from which we anticipate significant future sales.
However, similar to our other customer relationships, there are no volume
purchase commitments under these new programs, and the revenues we actually
achieve may not meet our expectations. In anticipation of future activities
under these programs, we are incurring substantial expenses as we add personnel
and manufacturing capacity and procure materials. Our operating results will be
seriously harmed if sales do not develop to the extent and within the time frame
we anticipate.
4
6
OUR CUSTOMERS MAY CANCEL THEIR ORDERS, CHANGE PRODUCTION QUANTITIES OR DELAY
PRODUCTION.
Electronics manufacturing service providers must provide increasingly
rapid product turnaround for their customers. We generally do not obtain firm,
long-term purchase commitments from our customers and we continue to experience
reduced lead-times in customer orders. Customers may cancel their orders, change
production quantities or delay production for a number of reasons.
Cancellations, reductions or delays by a significant customer or by a group of
customers would seriously harm our results of operations.
In addition, we make significant decisions, including determining the
levels of business that we will seek and accept, production schedules, component
procurement commitments, personnel needs and other resource requirements, based
on our estimates of customer requirements. The short-term nature of our
customers' commitments and the possibility of rapid changes in demand for their
products reduces our ability to estimate accurately future customer
requirements. On occasion, customers may require rapid increases in production,
which can stress our resources and reduce margins. Although we have increased
our manufacturing capacity and plan further increases, we may not have
sufficient capacity at any given time to meet our customers' demands. In
addition, because many of our costs and operating expenses are relatively fixed,
a reduction in customer demand can harm our gross margins and operating income.
OUR OPERATING RESULTS VARY SIGNIFICANTLY.
We experience significant fluctuations in our results of operations. The
factors which contribute to fluctuations include:
- the timing of customer orders;
- the volume of these orders relative to our capacity;
- market acceptance of customers' new products;
- changes in demand for customers' products and product obsolescence;
- the timing of our expenditures in anticipation of future orders;
- our effectiveness in managing manufacturing processes;
- changes in the cost and availability of labor and components;
- changes in our product mix;
- changes in economic conditions;
- local factors and events that may affect our production volume, such
as local holidays; and
- seasonality in customers' product requirements.
One of our significant end-markets is the consumer electronics market.
This market exhibits particular strength towards the end of the year in
connection with the holiday season. As a result, we have experienced relative
strength in revenues in our third fiscal quarter.
5
7
THE MAJORITY OF OUR SALES COMES FROM A SMALL NUMBER OF CUSTOMERS; IF WE LOSE ANY
OF THESE CUSTOMERS, OUR SALES COULD DECLINE SIGNIFICANTLY.
Sales to our five largest customers have represented a majority of our
net sales in recent periods. Our five largest customers accounted for
approximately 44% of consolidated net sales in fiscal 2000. Our largest
customers during fiscal 2000 were Ericsson and Philips accounting for
approximately 12% and 10% of consolidated net sales. The identity of our
principal customers have varied from year to year, and our principal customers
may not continue to purchase services from us at current levels, if at all.
Significant reductions in sales to any of these customers, or the loss of major
customers, would seriously harm our business. If we are not able to timely
replace expired, canceled or reduced contracts with new business, our revenues
would be harmed.
WE DEPEND ON THE ELECTRONICS INDUSTRY WHICH CONTINUALLY PRODUCES TECHNOLOGICALLY
ADVANCED PRODUCTS WITH SHORT LIFE CYCLES; OUR INABILITY TO CONTINUALLY
MANUFACTURE SUCH PRODUCTS ON A COST-EFFECTIVE BASIS WOULD HARM OUR BUSINESS.
Factors affecting the electronics industry in general could seriously
harm our customers and, as a result, us. These factors include:
- the inability of our customers to adapt to rapidly changing
technology and evolving industry standards, which results in short
product life cycles;
- the inability of our customers to develop and market their products,
some of which are new and untested, the potential that our customers'
products may become obsolete or the failure of our customers'
products to gain widespread commercial acceptance; and
- recessionary periods in our customers' markets.
If any of these factors materialize, our business would suffer.
THERE MAY BE SHORTAGES OF REQUIRED ELECTRONIC COMPONENTS.
A substantial majority of our net sales are derived from turnkey
manufacturing in which we are responsible for purchasing components used in
manufacturing our customers products. We generally do not have long-term
agreements with suppliers of components. This typically results in our bearing
the risk of component price increases because we may be unable to procure the
required materials at a price level necessary to generate anticipated margins
from our agreements with our customers. Accordingly, component price changes
could seriously harm our operating results.
At various times, there have been shortages of some of the electronic
components that we use, and suppliers of some components have lacked sufficient
capacity to meet the demand for these components. In recent months, component
shortages have become more prevalent in our industry. In some cases, supply
shortages and delays in deliveries of particular components have resulted in
curtailed production, or delays in production, of assemblies using that
component, which has contributed to an increase in our inventory levels. We
expect that shortages and delays in deliveries of some components will continue.
If we are unable to obtain sufficient components on a timely basis, we may
experience manufacturing and shipping delays, which could harm our relationships
with current or prospective customers and reduce our sales.
OUR INDUSTRY IS EXTREMELY COMPETITIVE.
The electronics manufacturing services industry is extremely competitive
and includes hundreds of companies, several of which have achieved substantial
market share. Current and prospective customers also evaluate our capabilities
against the merits of internal production. Some of our competitors, including
Solectron,
6
8
Celestica and SCI Systems, have substantially greater market share than us, and
substantially greater manufacturing, financial, research and development and
marketing resources.
In recent years, many participants in the industry, including us, have
substantially expanded their manufacturing capacity. If overall demand for
electronics manufacturing services should decrease, this increased capacity
could result in substantial pricing pressures, which could seriously harm our
operating results.
WE ARE SUBJECT TO THE RISK OF INCREASED TAXES.
We have structured our operations in a manner designed to maximize
income in countries where tax incentives have been extended to encourage foreign
investment or where income tax rates are low. We base our tax position upon the
anticipated nature and conduct of our business and upon our understanding of the
tax laws of the various countries in which we have assets or conduct activities.
However, our tax position is subject to review and possible challenge by taxing
authorities and to possible changes in law which may have retroactive effect. We
cannot determine in advance the extent to which some jurisdictions may require
us to pay tax or make payments in lieu of tax.
Several countries in which we are located allow for tax holidays or
provide other tax incentives to attract and retain business. We have obtained
holidays or other incentives where available. Our taxes could increase if
certain tax holidays or incentives are not renewed upon expiration, or tax rates
applicable to us in such jurisdictions are otherwise increased. In addition,
further acquisitions may cause our effective tax rate to increase.
WE CONDUCT OPERATIONS IN A NUMBER OF COUNTRIES AND ARE SUBJECT TO RISKS OF
INTERNATIONAL OPERATIONS.
The geographical distances between Asia, the Americas and Europe create
a number of logistical and communications challenges. Our manufacturing
operations are located in a number of countries, including Austria, Brazil,
China, the Czech Republic, Finland, France, Germany, Hungary, Ireland, Italy,
Malaysia, Mexico, Sweden, the United Kingdom and the United States. As a result,
we are affected by economic and political conditions in those countries,
including:
- fluctuations in the value of currencies;
- changes in labor conditions;
- longer payment cycles;
- greater difficulty in collecting accounts receivable;
- burdens and costs of compliance with a variety of foreign laws;
- political and economic instability;
- increases in duties and taxation;
- imposition of restrictions on currency conversion or the transfer of
funds;
- limitations on imports or exports;
- expropriation of private enterprises; and
- reversal of the current policies including favorable tax and lending
policies encouraging foreign investment or foreign trade by our host
countries.
7
9
The attractiveness of our services to our U.S. customers can be affected
by changes in U.S. trade policies, such as "most favored nation" status and
trade preferences for some Asian nations. In addition, some countries in which
we operate, such as Brazil, Mexico and Malaysia, have experienced periods of
slow or negative growth, high inflation, significant currency devaluations and
limited availability of foreign exchange. Furthermore, in countries such as
Mexico and China, governmental authorities exercise significant influence over
many aspects of the economy, and their actions could have a significant effect
on us. Finally, we could be seriously harmed by inadequate infrastructure,
including lack of adequate power and water supplies, transportation, raw
materials and parts in countries in which we operate.
WE ARE SUBJECT TO RISKS OF CURRENCY FLUCTUATIONS AND HEDGING OPERATIONS.
A significant portion of our business is conducted in the European euro,
the Swedish krona and the Brazilian real. In addition, some of our costs, such
as payroll and rent, are denominated in currencies such as the Austrian
schilling, the British pound, the Chinese renminbi, the German deutsche mark,
the Hong Kong dollar, the Hungarian forint, the Irish pound, the Malaysian
ringgit, the Mexican peso and the Singapore dollar,prospectus, as well as the krona, the
euro and the real. In recent years, the Hungarian forint, Brazilian real and
Mexican peso have experienced significant devaluations. Changes in exchange
rates between these and other currencies and the U.S. dollar will affect our
cost of sales, operating margins and revenues. We cannot predict the impact of
future exchange rate fluctuations. We use financial instruments, primarily
forward purchase contracts, to hedge Japanese yen, European euro, U.S. dollar
and other foreign currency commitments arising from trade accounts payable and
fixed purchase obligations. Because we hedge only fixed obligations, we do not
expect that these hedging activities will harm our results of operations or cash
flows. However, our hedging activities may be unsuccessful, and we may change or
reduce our hedging activities in the future. As a result, we may experience
significant unexpected expenses from fluctuations in exchange rates.
WE DEPEND ON OUR KEY PERSONNEL.
Our success depends to a larger extent upon the continued servicessections of our key executives, managersmost recent Annual Report on Form
10-K and skilled personnel. Generally our employees are
not bound by employment or non-competition agreements,Quarterly Report on Form 10-Q entitled "Management's Discussion and
we cannot assure that
we will retain our key officersAnalysis of Financial Condition and employees. We could be seriously harmed by
the lossResults of key personnel.
WE ARE SUBJECT TO ENVIRONMENTAL COMPLIANCE RISKS.
We are subject to various federal, state, local and foreign
environmental laws and regulations, including those governing the use, storage,
discharge and disposal of hazardous substances in the ordinary course of our
manufacturing process. In addition, we are responsible for cleanup of
contamination at some of our current and former manufacturing facilities and at
some third party sites. If more stringent compliance or cleanup standards under
environmental laws or regulations are imposed, or the results of future testing
and analyses at our current or former operating facilities indicate that we are
responsible for the release of hazardous substances, we may be subject to
additional remediation liability. Further, additional environmental matters may
arise in the future at sites where no problem is currently known or at sites
that we may acquire in the future. Currently unexpected costs that we may incur
with respect to environmental matters may result in additional loss
contingencies, the quantification of which cannot be determined at this time.
THE MARKET PRICE OF OUR ORDINARY SHARES IS VOLATILE.
The stock market in recent years has experienced significant price
and volume fluctuations that have affected the market prices of technology
companies. These fluctuations have often been unrelated to or disproportionately
impacted by the operating performance of these companies. The market for our
ordinary shares may be subject to similar fluctuations.Operations -- Certain Factors
such as
fluctuations in our operating results, announcements of technological
innovations or events affecting other companies in the electronics industry,
currency fluctuations and general market conditions may have a significant
effect on the market price of our ordinary shares.
8Affecting Operating Results."
4
106
USE OF PROCEEDS
We will not receive any ofUnless otherwise indicated in the applicable supplement to this prospectus,
the net proceeds from the sale of shares by the
selling shareholders.
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the shares
beneficially owned by the selling shareholders named below as of July 14, 2000,
the shares that may be offered and sold from time to time by the selling
shareholders pursuant to this prospectus, assuming each selling shareholder
sells all of the ordinary shares offered inunder this prospectus
will be added to our general funds and may be used to:
- meet our working capital requirements;
- fund capital expenditures;
- repay debt; and
- finance acquisitions of other facilities and companies.
Until the naturenet proceeds have been used, they will be invested in short-term
marketable securities.
DESCRIPTION OF CAPITAL SHARES
The following statements are brief summaries of any position,our capital structure and
of important rights and privileges of shareholders conferred by the laws of
Singapore and our articles of association. These statements summarize the
material provisions of the laws of Singapore and our articles but are qualified
by reference to our articles, a copy of which has been filed as an exhibit to
the registration statement of which this prospectus forms a part, and which is
available at our San Jose, California office. A copy of our articles is also
available for inspection at our registered office in Singapore.
ORDINARY SHARES
Our authorized capital consists of 1,500,000,000 ordinary shares, par value
S$0.01. There is a provision in our articles to enable us in specified
circumstances to issue shares with preferential, deferred or other material relationship which each selling
shareholder has hadspecial
rights or restrictions as our directors may determine. The directors may issue
shares at a premium and a sum equal to the aggregate amount or value of the
premiums will be transferred, subject to exceptions, to a share premium account.
All shares presently issued are fully paid and existing shareholders are not
subject to any calls on shares. All shares are in registered form. We cannot,
except in the circumstances permitted by the Singapore Companies Act, grant any
financial assistance for the acquisition or proposed acquisition of our own
shares.
NEW SHARES
New shares may be issued only with Flextronics. The selling shareholders named below,
together with any pledgee or doneethe prior approval of any named shareholders, and any person who
may purchase shares offered hereby from any namedour shareholders
in a private
transactiongeneral meeting. General approval may be sought from our shareholders in a
general meeting for the issue of shares. Approval, if granted, will lapse at the
earlier to occur of:
- the conclusion of the next annual general meeting; or
- the expiration of the period within which the next annual general meeting
is required by law to be held.
The shareholders have provided such general authority to issue new shares
until our 2001 annual general meeting. Subject to this and the provisions of the
Singapore Companies Act and our articles, all new shares are under the control
of the directors who may allot and issue new shares to such persons on such
terms and conditions and with the rights and restrictions as they may think fit
to impose.
SHAREHOLDERS
Only persons who are assignedregistered in our books are recognized as shareholders
and absolute owners of the shares. On September 15, 2000, there were 2,148
holders of our ordinary shares. We may, on
5
7
giving not less than fourteen days' notice, close the register of members for
any time or times, but the register may not be closed for more than thirty days
in any calendar year. Closure is normally made for the purpose of determining
shareholders' entitlement to receive dividends and other distributions and
would, in the usual case, not exceed ten days.
TRANSFER OF SHARES
Subject to applicable securities laws, our ordinary shares are freely
transferable. The directors may decline to register any transfer of shares on
which we have a lien and, for shares not fully paid up, may refuse to register a
transfer to a transferee of whom they do not approve. Shares may be transferred
by a duly signed instrument of transfer in a form approved by the directors. The
directors may decline to register any transfer unless, among other things, it
has been duly stamped and is presented for registration together with the share
certificate and other evidence of title as they may require. We will replace
lost or destroyed certificates for shares upon notice to us and upon, among
other things, the applicant furnishing evidence and indemnity as the directors
may require.
SHAREHOLDERS' MEETINGS
We are required to hold an annual general meeting in each year. The
directors may convene an extraordinary general meeting whenever they think fit
and they must do so upon the written request of shareholders representing not
less than one-tenth of the total voting rights of all shareholders. In addition,
two or more shareholders holding not less than one-tenth of our issued share
capital may call a meeting of our shareholders.
Unless otherwise required by law or by our articles, voting at general
meetings is by ordinary resolution, requiring the affirmative vote of a simple
majority of the votes cast at a meeting of which at least fourteen days' written
notice is given. An ordinary resolution suffices, for example, for appointments
of directors. A special resolution, requiring an affirmative vote of a majority
of not less than 75% of the votes cast at a general meeting of which not less
than 21 days' written notice specifying the intention to propose the resolution
as a special resolution has been duly given, is necessary for certain matters
under Singapore law, such as an alteration of our articles.
VOTING RIGHTS
Voting at any meeting of shareholders is by a show of hands unless a poll
is duly demanded before or on the declaration of the result of the show of
hands. If voting is by a show of hands, every shareholder who is present in
person or by proxy at the meeting has one vote. On a poll every shareholder who
is present in person or by proxy has one vote for every share held by him. A
poll may be demanded by any of:
- the chairman of the meeting;
- not less than three shareholders present in person or by proxy and
entitled to vote; or
- shareholders present in person or by proxy and representing not less than
one-tenth of the total voting rights of all shareholders entitled to
attend and vote at the meeting.
DIVIDENDS
In an annual general meeting, our shareholders may declare dividends, but
no dividend will be payable in excess of the amount recommended by the
directors. The directors may also declare an interim dividend. No dividend may
be paid except out of our profits. Except as otherwise may be provided in
special rights as to dividends specified in the terms of issue of any shares (no
such shares currently being in issue), all dividends are paid pro rata among the
shareholders. To date, we have
6
8
not declared any cash dividends on our shares and have no current plans to pay
cash dividends in the foreseeable future.
BONUS AND RIGHTS ISSUES
In a general meeting, our shareholders may, upon the recommendation of the
directors, capitalize any reserves or profits and distribute them as bonus
shares to the shareholders in proportion to their shareholdings. A bonus issue
is the Singapore equivalent of a stock dividend. The directors may also issue to
shareholders rights to registrationtake up additional shares, in proportion to their
shareholdings. These rights are subject to any conditions attached to the issue
and the regulations of theirany stock exchange on which the shares are referred to in this prospectus as the "selling
shareholders."
Except as indicated below, thelisted.
TAKEOVERS
The acquisition of our shares that may be offered and sold pursuant
to this prospectus represent all of the shares beneficially owned by each named
selling shareholder as of July 14, 2000. All of these shares were acquiredis regulated by the selling shareholdersSingapore Companies Act
and the Singapore Code on Takeovers and Mergers. Any person acquiring an
interest in connection25% or more of our voting rights, either on his own or acting in
concert with our acquisitions of Palo Alto
Products International Pte Ltd, Palo Alto Manufacturing (Thailand) Ltd., Palo
Alto Plastic (Thailand) Ltd., PCB Assembly, Inc., San Marco Engineering Srl,
Sample Rate Systems Oy, Neutronics Electronic Industries Holding AG, Energipilot
AB, Kyrel EMS Oy, Summit Manufacturing Inc., Circuit Board Assemblers, Inc. and
EMC International, Inc. Becauseother parties is obliged to extend a takeover offer for the
selling shareholders may offer from time to
time all or some of theirremaining voting shares, under this prospectus, no assurances can be
given as to the actual number of shares that will be sold by any selling
shareholder or that will be held by the selling shareholder after completion of
the sales.
Beneficial ownership is determined in accordance with the rulesprovisions of the Securitiescode.
An offer for consideration other than cash must be accompanied by a cash
alternative at not less than the highest price (excluding stamp duty and
Exchange Commissioncommission) paid by the offeror or parties acting in concert with him for shares
of that consider sharesclass within the preceding twelve months. A mandatory takeover offer is
also required to be beneficially owned
bymade if a person holding between 25% and 50% of our voting
rights, either on his own or together with parties acting in concert with him,
acquires additional voting rights carrying more than 3% of the voting shares in
any person who has votingtwelve-month period.
LIQUIDATION OR OTHER RETURN OF CAPITAL
On a winding-up or investment power with respect to the shares.
Ordinary sharesother return of capital, subject to options that are currently exercisable or exercisable
within 60 days after July 14, 2000 are consideredany special rights
attaching to be outstanding and to be
beneficially owned by the person holding the options for the purpose of
computing the percentage ownership of a person but are not treated as
outstanding for the purpose of computing the percentage ownership of any other person. Percentage ownership is based upon 115,467,000 outstandingclass of shares, holders of ordinary
shares as of July 14, 2000.
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERING SHARES BEING AFTER THE OFFERING
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
---- ------ ------- ------- ------ -------
Hui Shing Leong (1) 4,000,900 3.5 1,737,800 2,263,100 2.0
Seppo Parhankangas (2) 2,379,284 2.1 2,379,284 -- --
Dennis and Diane Kottke (3) 1,084,566 * 1,084,566 -- --
Neil Chan (4) 553,824 * 553,824 -- --
James Sacherman (5) 466,915 * 466,915 -- --
John Toor (6) 315,046 * 315,046 -- --
Creation SA (7) 274,120 * 274,120 -- --
Malcolm Smith (8) 258,572 * 258,572 -- --
Chiu-Hsia Chan Wu (9) 198,169 * 198,169 -- --
James Chan (10) 188,982 * 188,982 -- --
DET International Holding Ltd (9) 149,268 * 149,268 -- --
Blue Ridge Investors Limited
Partnership (11) 141,430 * 141,430 -- --
Pan Tang Wang (9) 125,988 * 125,988 -- --
Thomas Albright (12) 114,480 * 114,480 -- --
Susan Albright (11) 111,802 * 111,802 -- --
Delta Electronics Thailand (13) 110,034 * 110,034 -- --
Tzu Min Tong (9) 78,742 * 78,742 -- --
Chao Chung Hsu (9) 78,742 * 78,742 -- --
WK Technology Fund IV (9) 72,837 * 72,837 -- --
Tsai-Jung Chan (9) 65,619 * 65,619 -- --
Tsai-Hsun Chan (9) 65,619 * 65,619 -- --
WK Global Fund Limited (9) 57,088 * 57,088 -- --
Chin Chin Lin (14) 50,745 * 47,245 3,500 --
Juha Kuusama (15) 45,336 * 45,336 -- --
Dale Albright (16) 35,066 * 35,066 -- --
Ming Tarng Yu (17) 34,997 * 31,497 3,500 --
Li Hua Chan (9) 31,497 * 31,497 -- --
Chang Lien Tseng (9) 31,497 * 31,497 -- --
WK Technology Fund III (9) 29,528 * 29,528 -- --
Start Fund of Kera Oy (15) 28,209 * 28,209 -- --
Fu Hsiun Lien (9) 26,903 * 26,903 -- --
9
11
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERING SHARES BEING AFTER THE OFFERING
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
---- ------ ------- ------- ------ -------
Jeffrey Huckabone (18) 25,556 * 25,556 -- --
Donald Albright (19) 25,556 * 25,556 -- --
Po Jen Huang (9) 23,622 * 23,622 -- --
Bluegumm, LLC 22,778 * 22,778 -- --
Takaotec Corp (20) 22,407 * 22,407 -- --
Bo Sjunnesson (21) 20,000 * 20,000 -- --
WK Technology Fund (9) 19,685 * 19,685 -- --
WK Technology Fund II (9) 17,717 * 17,717 -- --
Mei-Ling Tai (9) 15,748 * 15,748 -- --
Tommi Rasila (15) 15,112 * 15,112 -- --
E.C. Sykes (22) 13,260 * 13,260 -- --
Dean Albright (23) 13,260 * 13,260 -- --
Chien-Chih Fang (20) 10,938 * 10,938 -- --
Rich Fortune Co. (9) 9,842 * 9,842 -- --
Shih Liang Lin (9) 7,874 * 7,874 -- --
Hsin Yi Wang (20) 7,476 * 7,476 -- --
Kuen Yi Wu (9) 6,561 * 6,561 -- --
Meng-Chuan Huang (20) 5,714 * 5,714 -- --
Shen-Lung Huang (20) 5,714 * 5,714 -- --
John Toor, Trustee of the Sacherman
Family Trust dated 12/20/96 (24) 3,934 * 3,934 -- --
Shannon Smith, Trustee of the Smith
Family Trust dated 12/25/96 (25) 3,934 * 3,934 -- --
Wallace Hsu (9) 3,444 * 3,444 -- --
James Sacherman, Trustee of the
Toor Family Trust dated 8/20/97 (26) 1,499 * 1,499 -- --
Victor Chung (19) 1,478 * 1,478 -- --
Candy Lin (9) 984 * 984 -- --
Amilcare Berti (27) 880 * 880 -- --
Hamid Arjomand (9) 574 * 574 -- --
Janette Canare (9) 393 * 393 -- --
Christy Balzer (9) 393 * 393 -- --
Peter Abrams (9) 328 * 328 -- --
Rich Blanton (9) 49 * 49 -- --
- ---------------
* Less than 1%.
(1) Mr. Hui Shing Leong is a director of Flextronics, and was a director and
shareholder of Neutronics until its acquisition by Flextronics. Includes
2,257,600 shares held by Great Empire Limited, an entity affiliated with
Mr. Hui. Shares beneficially owned by Mr. Hui include 5,500 shares subject
to options exercisable within 60 days after July 14, 2000 held by Mr. Hui.
(2) Mr. Seppo Parhankangas was a director, officer and sole shareholder of
Kyrel until its acquisition by Flextronics.
(3) Dennis and Diane Kottke were shareholders of PCB Assembly, Inc. prior to
its acquisition by Flextronics.
(4) Neil Chan is a director and officer of a subsidiary of Flextronics and was
a shareholder of Palo Alto Products International until its acquisition by
Flextronics.
(5) James Sacherman is a director and officer of a subsidiary of Flextronics
and was a shareholder of Palo Alto Products International until its
acquisition by Flextronics. Does not include 4,371 shares held by John
Toor, Trustee of the Sacherman Family Trust dated 12/20/96.
(6) John Toor is an officer of a subsidiary of Flextronics and was a
shareholder of Palo Alto Products International until its acquisition by
Flextronics. Does not include 1,665 shares held by James Sacherman, Trustee
of the Toor Family Trust dated 8/20/97.
(7) Creation SA was a shareholder of San Marco Engineering prior to its
acquisition by Flextronics. Does not include 880 shares held by Amilcare
Berti.
(8) Malcolm Smith is an officer of a subsidiary of Flextronics and was a
shareholder of Palo Alto Products International until its acquisition by
Flextronics. Does not include 4,371 shares held by Shannon Smith, Trustee
of the Smith Family Trust dated 12/25/96.
10
12
(9) A shareholder of Palo Alto Products International prior to its acquisition
by Flextronics.
(10) James Chan is an officer of a subsidiary of Flextronics and was a
shareholder of Palo Alto Products International until its acquisition by
Flextronics.
(11) A shareholder of Circuit Board Assemblers prior to its acquisition by
Flextronics.
(12) A shareholder of Circuit Board Assemblers and EMC prior to their
acquisition by Flextronics. Includes 57,240 shares held jointly with Susan
Albright.
(13) Delta Electronics Thailand was a shareholder of Palo Alto Products
International, Palo Alto Manufacturing (Thailand) and Palo Alto Plastic
(Thailand) prior to their acquisition by Flextronics.
(14) Chin Chin Lin was a shareholder of Palo Alto Products International prior
to its acquisition by Flextronics. Shares beneficially owned by Chin Chin
Lin include 3,500 shares subject to options exercisable within 60 days
after July 14, 2000 held by Chin Chin Lin.
(15) A shareholder of Sample Rate Systems prior to its acquisition by
Flextronics.
(16) Dale Albright was a shareholder of EMC prior to its acquisition by
Flextronics. Includes 32,066 shares held jointly with Traher Albright.
(17) Ming Tarng Yu was a shareholder of Palo Alto Products International prior
to its acquisition by Flextronics. Shares beneficially owned by Ming Tarng
Yu include 3,500 shares subject to options exercisable within 60 days after
July 14, 2000 held by Ming Tarng Yu.
(18) Jeffrey Huckabone was a shareholder of Summit Manufacturing prior to its
acquisition by Flextronics. Includes 9,660 shares held jointly with Janet
Huckabone.
(19) Donald Albright was a shareholder of Summit Manufacturing prior to its
acquisition by Flextronics. Includes 3,556 shares held jointly with
Catherine Albright.
(20) A shareholder of Palo Alto Plastic (Thailand) prior to its acquisition by
Flextronics.
(21) Bo Sjunnesson is an officer of a subsidiary of Flextronics, and was a
director, officer and the sole shareholder of Energipilot prior to its
acquisition by Flextronics.
(22) E.C. Sykes was a shareholder of Circuit Board Assemblers prior to its
acquisition by Flextronics. Includes 13,090 shares held jointly with Susan
Sykes.
(23) Dean Albright was a shareholder of Circuit Board Assemblers prior to its
acquisition by Flextronics. Includes 5,760 shares held jointly with Janeen
Albright.
(24) John Toor, Trustee of the Sacherman Family Trust dated 12/20/96 was
shareholder of Palo Alto Products International until its acquisition by
Flextronics. Does not include 518,794 shares held by James Sacherman.
(25) Shannon Smith, Trustee of the Smith Family Trust dated 12/25/96 was
shareholder of Palo Alto Products International until its acquisition by
Flextronics. Does not include 287,302 shares held by Malcolm Smith.
(26) James Sacherman, Trustee of the Toor Family Trust dated 8/20/97 was
shareholder of Palo Alto Products International until its acquisition by
Flextronics. Does not include 350,051 shares held by John Toor.
(27) Amilcare Berti was a director, officer and shareholder of San Marco
Engineering prior to its acquisition by Flextronics. Does not include
274,120 shares held by Creation SA, an entity controlled by Amilcare Berti.
11
13
PLAN OF DISTRIBUTION
The selling shareholders may sell or distribute some or all of the
shares from time to time through underwriters, dealers, brokers or other agents
or directly to one or more purchasers, including pledgees, in transactions
(which may involve crosses, block transactions or short sales) on Nasdaq, in
privately negotiated transactions (including sales pursuant to pledges or short
sales) or in the over-the-counter market, or in a combination of these
transactions. These transactions may be effected by the selling shareholders at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices, or at fixed prices, which may be
changed. Brokers, dealers, agents or underwriters participating in transactions
as agent may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders (and, if they act as agent for the
purchaser of the shares, from such purchaser). The discounts, concessions or
commissions as to a particular broker, dealer, agent or underwriter might be in
excess of those customary in the type of transaction involved. This prospectus
also may be used, with Flextronics' consent, by donees or pledgees of the
selling shareholders, or by other persons acquiring shares and who wish to offer
and sell shares under circumstances requiring or making desirable its use.
The selling shareholders and any underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any underwriters, brokers, dealers or agents might be
deemed to be underwriting discounts and commissions under the Securities Act.
Neither Flextronics nor the selling shareholders can presently estimate the
amount of such compensation.
We will pay substantially all of the expenses incident to this offering
of the shares by the selling shareholders to the public other than commissions
and discounts of underwriters, brokers, dealers or agents. We have agreed to
indemnify the selling shareholders against certain liabilities, including
liabilities arising under the Securities Act, in connection with the offer and
sale of the shares, and selling shareholders may indemnify brokers, dealers,
agents or underwriters that participate in transactions involving sales of the
shares against certain liabilities, including liabilities arising under the
Securities Act.
In order to comply with certain states' securities laws, if applicable,
the shares will be
soldentitled to participate in jurisdictions only through registered or licensed
brokers or dealers. In addition,any surplus assets in certain states the shares may not be sold
unless the shares have been registered or qualified for sale in that state or an
exemption from registration or qualification is available and is complied with.
The shares were originally issuedproportion to former shareholders of Palo Alto
Products International Pte Ltd, Palo Alto Manufacturing (Thailand) Ltd., Palo
Alto Plastic (Thailand) Ltd., PCB Assembly, Inc., San Marco Engineering Srl,
Sample Rate Systems Oy, Neutronics Electronic Industries Holding AG, Energipilot
AB, Kyrel EMS Oy, Summit Manufacturing Inc., Circuit Board Assemblers, Inc. and
EMC International, Inc., in connection with the acquisitions of these companies
pursuant to exemptions from the registration requirements of the Securities Act
provided by Section 4(2) thereof.
LEGAL MATTERS
The validity of the securities offered hereby has been passed upon for us by
Allen & Gledhill, Singapore.
12
14
-----------------------------------
PROSPECTUS
-----------------------------------
July 18, 2000
15
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The following table sets forth an itemized statement of all estimated
expenses in connection with the issuance and distribution of the securities
being registered:
SEC Registration Fee....................... $ 89,072.18
Printing and engraving expenses............ 5,000.00
Legal expenses............................. 20,000.00
Blue Sky expenses.......................... 2,000.00
Accounting fees and expenses............... 15,000.00
Miscellaneous.............................. 1,927.82
-----------
Total.................................... $133,000.00
ITEM 15. Indemnification of Officers and Directors.their
shareholdings.
INDEMNITY
As permitted by the laws of Singapore, the Articles of Association of
the Companyour articles provide that, subject
to the Companies Act, the Company's Directorsour directors and officers will be indemnified by the Companyus
against any liability incurred by them in defending any proceedings, whether
civil or criminal, which relate to anything done or omitted to have been done as
an officer, Directordirector or employee of the Companyus and in which judgment is given in their
favor or in which they are acquitted, or in connection with any application
under any statute for relief from liability in respect thereof in which relief
is granted by the court. Directors and officers may not be indemnified by the Companyus
against any liability which by law would otherwise attach to them in respect ofrelating to
any negligence, default, breach of duty or breach of trust of which they may be
guilty in relation to us.
LIMITATIONS ON RIGHTS TO HOLD OR VOTE ORDINARY SHARES
Except as discussed in "-- Takeovers," there are no limitations imposed by
the Company.laws of Singapore or by our articles on the right of non-resident
shareholders to hold or vote ordinary shares.
TRANSFER AGENT
Our transfer agent is EquiServe L.P., 150 Royall Street, M/S 45-01-07,
Canton, Massachusetts 02021.
7
9
TAXATION
This summary of Singapore and U.S. tax considerations is based on current
law and is provided for general information. The discussion does not purport to
deal with all aspects of taxation that may be relevant to particular
shareholders in light of their investment or tax circumstances, or to certain
types of shareholders, including insurance companies, tax-exempt organizations,
regulated investment companies, financial institutions or broker-dealers, and
shareholders that are not U.S. shareholders, as defined below, subject to
special treatment under the U.S. federal income tax laws. U.S. shareholders
should consult their own tax advisors regarding the particular tax consequences
to such shareholders of any investment in the ordinary shares.
INCOME TAXATION UNDER SINGAPORE LAW
Under current provisions of the Income Tax Act, Chapter 134 of Singapore,
corporate profits are taxed at a rate equal to 26%. Under Singapore's taxation
system, the tax paid by a company is deemed paid by its shareholders. Thus, the
shareholders receive dividends net of the tax paid by us. Dividends received by
either a resident or a nonresident of Singapore are not subject to withholding
tax. Shareholders are taxed on the cash amount of the dividend plus the amount
of corporate tax paid by us. The tax paid by us will be available to
shareholders as a tax credit to offset the Singapore income tax liability on
their overall income, including the gross amount of dividends. No tax treaty
currently exists between the Republic of Singapore and the U.S.
Under current Singapore tax law there is no tax on capital gains and, thus,
any profits from the disposal of shares are not taxable in Singapore unless the
vendor is regarded as carrying on a trade in shares in Singapore, in which case
the disposal profits would be taxable as trade profits rather than capital
gains.
There is no stamp duty payable in respect of the holding and disposition of
shares, or the acquisition of newly issued shares. When outstanding shares are
acquired in Singapore, stamp duty is payable on the instrument of transfer of
the shares at the rate of S$2 for every S$1,000 of the market value of the
shares. The stamp duty is borne by the purchaser unless there is an agreement to
the contrary. Where the instrument of transfer is executed outside of Singapore,
stamp duty must be paid if the instrument of transfer is received in Singapore.
Under our articles, our directors are authorized to refuse to register a
transfer unless the instrument of transfer has been duly stamped.
INCOME TAXATION UNDER UNITED STATES LAW
Individual shareholders that are U.S. citizens or resident aliens, as
defined in the Internal Revenue Code, corporations or partnerships or other
entities created or organized under the laws of the United States, or any
political subdivision thereof, and certain trusts and estates ("U.S.
shareholders") will, upon the sale or exchange of a share, recognize gain or
loss for U.S. income tax purposes in an amount equal to the difference between
the amount realized and the U.S. shareholder's tax basis in such a share. If
paid in currency other than U.S. dollars, the U.S. dollar amount realized, as
determined on the trade date, is determined by translating the foreign currency
into U.S. dollars at the spot rate in effect on the settlement date of the sale
in the case of a U.S. shareholder that is a cash basis taxpayer. An accrual
basis taxpayer may elect to use the spot rate in effect on the settlement date
of the sale by filing a statement with the U.S. shareholder's first return in
which the election is effective clearly indicating that the election has been
made. Such an election must be applied consistently from year to year and cannot
be changed without the consent of the Internal Revenue Service. Such gain or
loss will be capital gain or loss if the share was a capital asset in the hands
of the U.S. shareholder and will not be short-term capital gain or loss if the
share has been held for more than one year. If a U.S. shareholder receives any
currency other than U.S. dollars on the sale of a share, such U.S. shareholder
may recognize ordinary income or loss as a result of
8
10
currency fluctuations between the date of such sale and the date such sale
proceeds are converted into U.S. dollars.
U.S. shareholders will be required to report as income for U.S. income tax
purposes the amount of any dividend received from us to the extent paid out of
our current or accumulated earnings and profits, as determined under current
U.S. income tax principles. If over 50% of our stock, by vote or value, were
owned by U.S. shareholders who individually held 10% or more of our voting
stock, the U.S. shareholders potentially would be required to include in income
a portion or all of their pro rata share of our earnings and profits and the
earnings and profits of our non-U.S. subsidiaries. If 50% or more of our assets
during a taxable year produced or were held for the production of passive
income, as defined in Section 1297(b) of the Internal Revenue Code (for example,
certain forms of dividends, interest and royalties), or 75% or more of our gross
income for a taxable year was passive income, adverse U.S. tax consequences
could result to our U.S. shareholders.
Shareholders that are not U.S. shareholders ("non-U.S. shareholders") will
not be required to report for U.S. federal income tax purposes the amount of any
dividend received from us. Non-U.S. shareholders, upon the sale or exchange of a
share, would generally not be required to recognize gain or loss for U.S.
federal income tax purposes.
ESTATE TAXATION
In the case of an individual who is not domiciled in Singapore, a Singapore
estate tax is imposed on the value of all movable and immovable properties
situated in Singapore. Our ordinary shares are considered to be situated in
Singapore. Thus, an individual shareholder who is not domiciled in Singapore at
the time of his or her death will be subject to Singapore estate tax on the
value of any such shares held by the individual upon the individual's death.
Such a shareholder will be required to pay Singapore estate tax to the extent
that the value of the shares, or in aggregate with any other assets subject to
Singapore estate tax, exceeds S$600,000. Any excess will be taxed at a rate
equal to 5% on the first S$12,000,000 of the individual's Singapore chargeable
assets and thereafter at a rate equal to 10%. An individual shareholder who is a
U.S. citizen or resident for U.S. estate tax purposes also will have the value
of the shares included in the individual's gross estate for U.S. estate tax
purposes. An individual shareholder generally will be entitled to a tax credit
against the shareholder's U.S. estate tax to the extent the individual
shareholder actually pays Singapore estate tax on the value of the shares;
however, the tax credit is generally limited to the percentage of the U.S.
estate tax attributable to the inclusion of the value of the shares included in
the shareholder's gross estate for U.S. estate tax purposes, adjusted further by
a pro rata apportionment of available exemptions. Individuals who are domiciled
in Singapore should consult their own tax advisors regarding the Singapore
estate tax consequences of their investment.
PLAN OF DISTRIBUTION
We may sell the ordinary shares (1) through underwriters or dealers, (2)
through agents or dealers, or (3) directly to investors. The applicable
prospectus supplement will describe the method of distribution and terms of the
offering of the shares, including:
- the name or names of any underwriters of the offering;
- the purchase price of the shares and the proceeds we will receive from
the sale;
- any underwriting discounts and other items constituting underwriters'
compensation;
- the initial public offering price; and
- any discounts or concessions allowed or reallowed or paid to dealers.
9
11
If we sell shares through underwriters, we will name the underwriters in
the applicable prospectus supplement. If underwriters are used in the sale, they
will acquire the shares for their own account and may resell them from time to
time in one or more transactions at a fixed public offering price or at varying
prices determined at the time of sale. Any public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may change from
time to time. We may offer the securities to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a
syndicate. Subject to some conditions, the underwriters will be obligated to
purchase all the shares offered by the prospectus supplement if they purchase
any such securities. We may grant underwriters who participate in the
distributions of shares an option to purchase additional shares to cover
over-allotments, if any, in connection with the distribution.
We may also sell shares directly or through agents we designate from time
to time. We will name any agent involved in the offering and sale of shares and
we will describe any commissions we will pay the agent in the prospectus
supplement. Unless the prospectus supplement states otherwise, any agent will
act on a best-efforts basis for the period of its appointment. If we use a
dealer in the offer or sale of shares, we will sell the shares to the dealer, as
principal. The dealer may then resell the shares to the public at varying prices
to be determined by the dealer at the time of resale. The name of the dealer and
the principal terms of our agreement with the dealer will be provided in the
appropriate prospectus supplement. Any agent or dealer participating in the
distribution of our shares may be deemed to be an underwriter, as that term is
defined in the Securities Act, of those shares.
We may authorize agents, dealers or underwriters to solicit offers by
certain types of institutional investors to purchase securities from us at the
public offering price set forth in the prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. We will describe the conditions to these contracts and the commissions
we must pay for solicitation of these contracts in the prospectus supplement.
We may provide agents, dealers and underwriters with indemnification
against certain civil liabilities, including liabilities under the Securities
Act, or contribution with respect to payments that the agents, dealers or
underwriters may make with respect to such liabilities. Agents, dealers and
underwriters may engage in transactions with, or perform services for, us in the
ordinary course of business. The place and time of delivery for securities will
be provided in the accompanying prospectus supplement for these securities.
LEGAL MATTERS
Allen & Gledhill, Singapore will provide us with an opinion as to the
legality of the ordinary shares. Counsel for any underwriters named in the
applicable prospectus supplement will provide an opinion as to certain legal
matters relating to the ordinary shares.
EXPERTS
Our consolidated audited financial statements and our supplemental
consolidated audited financial statements and schedules appearing in our Current
Reports (Form 8-K) filed with the SEC on September 20, 2000 have been audited by
Arthur Andersen LLP, independent public accountants, as set forth in their
reports. In those reports, that firm states that with respect to certain
subsidiaries its opinion is based on the reports of other independent public
accountants. The audited financial statements and supporting schedules referred
to above have been included in this prospectus in reliance upon the authority of
those firms as experts in giving said reports.
10
12
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an itemized statement of all estimated
expenses in connection with the issuance and distribution of the securities
being registered:
SEC registration fee........................................ $645,233
Printing and engraving expenses............................. 5,000
Legal expenses.............................................. 150,000
Blue sky expenses........................................... 10,000
Accounting fees and expenses................................ 100,000
Miscellaneous............................................... 14,767
--------
Total............................................. $925,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 155 of Flextronics' articles provides that, subject to the
Singapore Companies Act, every director or other officer shall be entitled to be
indemnified by Flextronics against all liabilities incurred by him in the
execution and discharge of his duties or in relation thereto, including any
liability in defending any proceedings, civil or criminal, which relate to
anything done or omitted or alleged to have been done or omitted by him as an
officer or employee of Flextronics and in which judgment is given in his favor,
or the proceedings otherwise disposed of without finding or admission of any
material breach of duty; in which he is acquitted; or in connection with any
application under any statute for relief from liability for any act or omission
in which relief is granted to him by the court.
In addition, no director or other officer shall be liable for the acts,
receipts, neglects or defaults of any other director or officer, joining in any
receipt or other act for conformity, or for any loss or expense happening to
Flextronics, through the insufficiency or deficiency of title to any property
acquired by order of the directors for Flextronics or for the insufficiency or
deficiency of any security upon which any of the moneys of Flextronics are
invested or for any loss or damage arising from the bankruptcy, insolvency or
tortious act of any person with whom any moneys, securities or effects are
deposited, or any other loss or misfortune which happens in the execution of his
duties, unless the same happens through his own negligence, willful default,
breach of duty or breach of trust.
Section 172 of the Companies Act prohibits a company from indemnifying its
directors or officers against liability which by law would otherwise attach to
them for any negligence, default, breach of duty or breach of trust of which
they may be guilty relating to the company. However, a company is not prohibited
from (a) purchasing and maintaining for any such officer insurance against any
such liability except where the liability arises out of conduct involving
dishonesty or a willful breach of duty, or (b) indemnifying such officer against
any liability incurred by him in defending any proceedings, whether civil or
criminal, in which judgment is given in his favor or in which he is acquitted,
or in connection with any application in relation to liability in which relief
is granted to him by the court.
Flextronics has entered into indemnification agreements with its officers
and directors. These indemnification agreements provide Flextronics' officers
and directors with indemnification to the maximum extent permitted by the
Companies Act. Flextronics has also obtained a policy of directors' and
officers' liability insurance that will insure directors and officers against
the cost of defense, settlement or payment of a judgment under certain
circumstances which are permitted under the Companies Act.
II-1
13
ITEM 16. Exhibits and Financial Statements and Schedules.EXHIBITS.
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
1.1 Form of Underwriting Agreement.*
2.1 Exchange Agreement dated October 19, 1997 by and among the
Registrant, Neutronics Electronic Industries Holding A.G.
and the named shareholders of Neutronics Electronic
Industries Holding A.G. Certain schedules have been omitted.
The Registrant agrees to furnish supplementally a copy of
any omitted schedule to the Commission upon request.
(Incorporated by reference to Exhibit 2 of the Registrant's
Current Report on Form 8-K for the event reported on October
30, 1997.)
2.2 Exchange Agreement and Plan of Merger dated as of June 11,November 22, 1999 among
the Registrant, Flextronics Holding Finland OyjSlalom Acquisition Corp. and Seppo
Parhankangas.The DII Group,
Inc. Certain schedules have been omitted. The Registrant
agrees to furnish supplementally a copy of any omitted
schedule to the Commission upon request. (Incorporated by
reference to Exhibit 2.3 of the2.01 to Registrant's AnnualCurrent Report on
Form 10-K8-K for the fiscal year ended
Marchevent reported on December 6, 1999.)
2.3 Agreement and Plan of Reorganization dated July 31, 1999.)
3.1 Memorandum2000
among the Registrant, Chatham Acquisition Corporation, and
Chatham Technologies, Inc. Certain schedules have been
omitted. The Registrant agrees to furnish supplementally a
copy of Association ofany omitted schedule to the Registrant.Commission upon request.
(Incorporated by reference to Exhibit 3.12.1 of the
Registrant's Registration
StatementCurrent Report on Form S-1, No. 33-74622.)
II-1
16
3.28-K for the event
reported on September 15, 2000.)
2.4 Merger Agreement dated August 10, 2000 among the Registrant,
JIT Holdings Limited, Goh Thiam Poh Tommie and Goh Mui Teck
William, as amended.
4.1 Articles of Association of the Registrant. (Incorporated by
reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4,S-1, No. 33-85842.)
4.14.2 Memorandum of Association of the Registrant. (Incorporated
by reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1, No. 33-74622.)
4.3 Indenture dated as of October 15, 1997 between the Registrant and
State Street Bank and Trust Company of California, N.A., as
trustee. (Incorporated by reference to Exhibit 10.1 of the
Registrant's Current Report on Form 8-K for the event
reported on October 15, 1997.)
4.2 U.S. Dollar indenture4.4 Credit Agreement dated as of June 29,April 3, 2000 betweenamong the Registrant
and Chase Manhattanits subsidiaries designated under the Credit Agreement
as borrowers from time to time, the lenders named in
Schedule I to the Credit Agreement, ABN AMRO Bank and Trust Company,N.V. as
agent for the lenders, Fleet National Bank as documentation
agent, Bank of America, National Association and Citicorp
USA, Inc. as Trustee. (To be filed by amendment.)
4.3 Euro indenture datedmanaging agents, and The Bank of Nova Scotia as
co-agent. Certain schedules have been omitted. The
Registrant agrees to furnish supplementally a copy of June 29, 2000 between the
Registrant and Chase Manhattan Bank and Trust Company, National
Association, as Trustee. (To be filed by amendment.)
5.1 Opinion and Consent of Allen & Gledhill with respectany
omitted schedule to the ordinary shares being registered. (To be filed by amendment.)
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Allen & Gledhill. (To be filed by amendment.)
24.1 Power of Attorney (included in the signature page of this
Registration Statement).
27.1 Financial Data Schedule.Commission upon request.
(Incorporated by reference to Exhibit 27.110.26 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000.)
II-2
14
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
4.5 Credit Agreement dated April 3, 2000 among Flextronics
International USA, Inc., The DII Group, Inc., the lenders
named in Schedule I to the Credit Agreement, ABN AMRO Bank
N.V. as agent for the lenders, Fleet National Bank, as
documentation agent, Bank of America, National Association
and Citicorp USA, Inc. as managing agents, and The Bank of
Nova Scotia as co-agent. Certain schedules have been
omitted. The Registrant agrees to furnish supplementally a
copy of any omitted schedule to the Commission upon request.
(Incorporated by reference to Exhibit 4.1 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000.)
4.6 U.S. Dollar Indenture dated June 29, 2000 between the
Registrant and Chase Manhattan Bank and Trust, National
Association as Trustee. (Incorporated by reference to
Exhibit 4.1 of the Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 2000.)
4.7 Euro Indenture dated June 29, 2000 between the Registrant
and Chase Manhattan Bank and Trust, National Association as
Trustee. (Incorporated by reference to Exhibit 4.2 of the
Registrant's Annual Report on Form 10-K for the year ended
March 31, 2000.)
5.1 Opinion of Allen & Gledhill with respect to the ordinary
shares being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Allen & Gledhill (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
- -------------------------
* To be filed by amendment or by a report on Form 8-K pursuant to Item 601 of
Regulation S-K.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:registration statement: (i) to include any
Prospectusprospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the Prospectusprospectus any facts or events arising after the effective date of the
Registration
Statementregistration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Statement;Fee" table in the
effective registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
Registration
Statementregistration statement or any material change to such information in the
Registration Statement.registration statement; provided, however, that (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by (i) and (ii) is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
II-3
15
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-2
17
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statementregistration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3II-4
1816
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d)requirements of the Securities Exchange Act of 1934,1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this ReportRegistration
Statement to be signed on its behalf by the undersigned, theretothereunto duly
authorized.
Date: July 18, 2000authorized, in San Jose, State of California on this 27th day of September,
2000.
FLEXTRONICS INTERNATIONAL LTD.
By: /s/ MICHAEL E. MARKS
----------------------------------------------------------------------
Michael E. Marks
Chairman of the Board,
Chief Executive Officer and
Authorized United States
Representative
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each personindividual whose signature appears
below constitutes and appoints jointly and severally, Michael E. Marks and Robert R.B. Dykes, and each
of them, his attorneys-in-fact and agents, each with the power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Report (includingRegistration
Statement, and to sign any registration statement for the same offering covered
by this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, and all amendments),post-effective
amendments thereto, and to file the same, with all exhibits thereto and otherall
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,1933, this
ReportRegistration Statement has been signed below by the following persons on behalf of the
Registrant and in the
capacities and on the dates indicated.
Signature Title DateSIGNATURE TITLE DATE
--------- ----- ----
/s/ MICHAEL E. MARKS Chairman of the Board and September 27, 2000
- ------------------------------------------------ Chief Executive July 18, 2000
- ----------------------------- Officer
Michael E. Marks (principal executive officer)
Michael E. Marks
/s/ ROBERT R.B. DYKES President, Systems Group July 18,and September 27, 2000
- ----------------------------------------------------------------------------- Chief Financial Officer
Robert R.B. Dykes (principal financial officer)
Robert R.B. Dykes
/s/ THOMAS J. SMACH Vice President, of Finance July 18,September 27, 2000
- ----------------------------------------------------------------------------- (principal accounting officer)
Thomas J. Smach
/s/ TSUI SUNG LAM Director July 18,September 27, 2000
- -----------------------------------------------------------------------------
Tsui Sung Lam
/s/ MICHAEL J. MORITZ Director July 18,September 27, 2000
- -----------------------------------------------------------------------------
Michael J. Moritz
II-5
17
SIGNATURE TITLE DATE
--------- ----- ----
/s/ RICHARD L. SHARP Director July 18,September 27, 2000
- -----------------------------------------------------------------------------
Richard L. Sharp
/s/ PATRICK FOLEY Director July 18,September 27, 2000
- -----------------------------------------------------------------------------
Patrick Foley
/s/ CHUEN FAH ALAIN AHKONG Director July 18,September 27, 2000
- -----------------------------
Alain Ahkong
/s/ HUI SHING LEONG Director July------------------------------------------------
Chuen Fah Alain Ahkong
II-6
18 2000
- -----------------------------
Hui Shing Leong
II-4
19
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
1.1 Form of Underwriting Agreement.*
2.1 Exchange Agreement dated October 19, 1997 by and among the
Registrant, Neutronics Electronic Industries Holding A.G.
and the named shareholders of Neutronics Electronic
Industries Holding A.G. Certain schedules have been omitted.
The Registrant agrees to furnish supplementally a copy of
any omitted schedule to the Commission upon request.
(Incorporated by reference to Exhibit 2 of the Registrant's
Current Report on Form 8-K for the event reported on October
30, 1997.)
2.2 Exchange Agreement and Plan of Merger dated as of June 11,November 22, 1999 among
the Registrant, Flextronics Holding Finland OyjSlalom Acquisition Corp. and Seppo
Parhankangas.The DII Group,
Inc. Certain schedules have been omitted. The Registrant
agrees to furnish supplementally a copy of any omitted
schedule to the Commission upon request. (Incorporated by
reference to Exhibit 2.01 to Registrant's Current Report on
Form 8-K for the event reported on December 6, 1999.)
2.3 Agreement and Plan of Reorganization dated July 31, 2000
among the Registrant, Chatham Acquisition Corporation, and
Chatham Technologies, Inc. Certain schedules have been
omitted. The Registrant agrees to furnish supplementally a
copy of any omitted schedule to the Commission upon request.
(Incorporated by reference to Exhibit 2.1 of the
Registrant's AnnualCurrent Report on Form 10-K8-K for the fiscal year ended
March 31, 1999.event
reported on September 15, 2000.)
3.12.4 Merger Agreement dated August 10, 2000 among the Registrant,
JIT Holdings Limited, Goh Thiam Poh Tommie and Goh Mui Teck
William, as amended.
4.1 Articles of Association of the Registrant. (Incorporated by
reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-1, No. 33-85842.)
4.2 Memorandum of Association of the Registrant. (Incorporated
by reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1, No. 33-74622.)
3.2 Articles of Association of the Registrant. (Incorporated by
reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4, No. 33-85842.)
4.14.3 Indenture dated as of October 15, 1997 between the Registrant and
State Street Bank and Trust Company of California, N.A., as
trustee. (Incorporated by reference to Exhibit 10.1 of the
Registrant's Current Report on Form 8-K for the event
reported on October 15, 1997.)
4.2 U.S. Dollar indenture4.4 Credit Agreement dated as of June 29,April 3, 2000 betweenamong the Registrant
and Chase Manhattanits subsidiaries designated under the Credit Agreement
as borrowers from time to time, the lenders named in
Schedule I to the Credit Agreement, ABN AMRO Bank and Trust Company,N.V. as
agent for the lenders, Fleet National Bank as documentation
agent, Bank of America, National Association and Citicorp
USA, Inc. as Trustee. (To be filed by amendment.)
4.3 Euro indenture datedmanaging agents, and The Bank of Nova Scotia as
co-agent. Certain schedules have been omitted. The
Registrant agrees to furnish supplementally a copy of June 29, 2000 between the
Registrant and Chase Manhattan Bank and Trust Company, National
Association, as Trustee. (To be filed by amendment.)
5.1 Opinion and Consent of Allen & Gledhill with respectany
omitted schedule to the ordinary shares being registered. (To be filed by amendment.)
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Allen & Gledhill. (To be filed by amendment.)
24.1 Power of Attorney (included in the signature page of this
Registration Statement).
27.1 Financial Data Schedule.Commission upon request.
(Incorporated by reference to Exhibit 27.110.26 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000.)
4.5 Credit Agreement dated April 3, 2000 among Flextronics
International USA, Inc., The DII Group, Inc., the lenders
named in Schedule I to the Credit Agreement, ABN AMRO Bank
N.V. as agent for the lenders, Fleet National Bank, as
documentation agent, Bank of America, National Association
and Citicorp USA, Inc. as managing agents, and The Bank of
Nova Scotia as co-agent. Certain schedules have been
omitted. The Registrant agrees to furnish supplementally a
copy of any omitted schedule to the Commission upon request.
(Incorporated by reference to Exhibit 4.1 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000.)
19
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
4.6 U.S. Dollar Indenture dated June 29, 2000 between the
Registrant and Chase Manhattan Bank and Trust, National
Association as Trustee. (Incorporated by reference to
Exhibit 4.1 of the Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 2000.)
4.7 Euro Indenture dated June 29, 2000 between the Registrant
and Chase Manhattan Bank and Trust, National Association as
Trustee. (Incorporated by reference to Exhibit 4.2 of the
Registrant's Annual Report on Form 10-K for the year ended
March 31, 2000.)
5.1 Opinion of Allen & Gledhill with respect to the ordinary
shares being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Allen & Gledhill (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
- -------------------------
* To be filed by amendment or by a report on Form 8-K pursuant to Item 601 of
Regulation S-K.