AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FLEXTRONICS INTERNATIONAL LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

SINGAPORE NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

11 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.
TRAM T. PHI, ESQ.
ANDREW H. FELLER, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration 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. [ ]

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. [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. [ ]
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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. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

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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
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Ordinary shares, S$.01 par value per
share................................. 30,000,000 shares $81.46875 $2,444,062,500 $645,233
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 and based upon
the average of the high and low sale prices for such stock as reported by
Nasdaq on September 22, 2000, which date was within five business days of
the date of this 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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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.

ORDINARY SHARES

By this prospectus, we may offer up to 30,000,000 ordinary shares. We will
provide the specific terms for any offering of ordinary shares in a supplement
to this prospectus. You should read this prospectus and any prospectus
supplement carefully before you invest.

The ordinary shares are quoted on the Nasdaq National Market under the
symbol "FLEX." On September 26, 2000 the closing sale price of the ordinary
shares was $85.8125 per share.

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THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" IN 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.

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This prospectus is dated September , 2000
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TABLE OF CONTENTS

PAGE
----

About this Prospectus....................................... 2
Where You Can Find More Information......................... 2
Forward Looking Statements.................................. 3
About Flextronics........................................... 4
Enforcement of Civil Liabilities............................ 4
Risk Factors................................................ 4
Use of Proceeds............................................. 5
Description of Capital Shares............................... 5
Taxation.................................................... 8
Plan of Distribution........................................ 9
Legal Matters............................................... 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 rooms in Washington, D.C., 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
web site at "http://www.sec.gov."

We "incorporate by reference" in this prospectus information from other
documents that we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an 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

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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 SEC on April 18, 2000,
June 13, 2000, June 19, 2000, June 22, 2000, 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.
2090 Fortune Drive
San Jose, California 95131
Attention: Laurette F. Slawson,
Treasurer and Director of Investor Relations
Telephone: (408) 576-7000

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 into this prospectus. We have
not authorized anyone else to provide you with different information. 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-LOOKING STATEMENTS

The material included or incorporated by reference in this prospectus and
in any accompanying prospectus supplement contains forward-looking statements
within the meaning of the securities 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 future events or circumstances are forward-looking
statements. Because these forward-looking statements are subject to risks and
uncertainties, actual results may differ materially from the expectations
expressed in the forward-looking statements. Factors that could cause actual
results to differ materially from the expectations 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;

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- 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
risks and uncertainties discussed under "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Certain Factors Affecting
Operating Results" in our most recent reports filed with the Securities and
Exchange Commission on Form 10-K and Form 10-Q. We undertake no obligation to
update or revise these forward-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 complete
product design services, including electrical and mechanical, circuit and
layout, radio frequency and test development engineering services. Our
manufacturing services include the fabrication and assembly of plastic and 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. Throughout the production process, we
offer logistics services, such as materials procurement, inventory management,
packaging and distribution. Our principal offices are located at 11 Ubi Road 1,
#07-01/02, Meiban Industrial Building, Singapore 408723. 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 these 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 these persons or upon 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. Our
Singapore legal advisors, Allen & Gledhill, have advised us that there is doubt
as to whether Singapore courts will enforce, either in original actions or in
actions for the enforcement of judgments of United States courts, civil
liabilities predicated upon the federal securities laws of the United States.

RISK FACTORS

An investment in the ordinary shares involves a high degree of risk. Before
investing in ordinary shares, you should carefully consider the information
contained under the heading "Risk Factors" in the applicable supplement to this
prospectus, as well as the sections of our most recent Annual Report on Form
10-K and Quarterly Report on Form 10-Q entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Certain Factors
Affecting Operating Results."

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USE OF PROCEEDS

Unless otherwise indicated in the applicable supplement to this prospectus,
the net proceeds from the sale of ordinary shares offered under 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 net proceeds have been used, they will be invested in short-term
marketable securities.

DESCRIPTION OF CAPITAL SHARES

The following statements are brief summaries of 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 special
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 the prior approval of our shareholders
in a general 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 registered 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
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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

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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 take up additional shares, in proportion to their
shareholdings. These rights are subject to any conditions attached to the issue
and the regulations of any stock exchange on which the shares are listed.

TAKEOVERS

The acquisition of our shares is regulated by the Singapore Companies Act
and the Singapore Code on Takeovers and Mergers. Any person acquiring an
interest in 25% or more of our voting rights, either on his own or acting in
concert with other parties is obliged to extend a takeover offer for the
remaining voting shares, in accordance with the provisions of the code.

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
commission) paid by the offeror or parties acting in concert with him for shares
of that class within the preceding twelve months. A mandatory takeover offer is
also required to be made 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 twelve-month period.

LIQUIDATION OR OTHER RETURN OF CAPITAL

On a winding-up or other return of capital, subject to any special rights
attaching to any other class of shares, holders of ordinary shares will be
entitled to participate in any surplus assets in proportion to their
shareholdings.

INDEMNITY

As permitted by the laws of Singapore, our articles provide that, subject
to the Companies Act, our directors and officers will be indemnified by us
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, director or employee of us 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 us
against any liability which by law would otherwise attach to them relating 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 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.

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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

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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.

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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.

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13

ITEM 16. EXHIBITS.

EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------

1.1 Form of Underwriting Agreement.*
2.1 Exchange Agreement dated October 19, 1997 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 Agreement and Plan of Merger dated November 22, 1999 among
the Registrant, Slalom Acquisition Corp. and 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 Current Report on Form 8-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-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.)
4.3 Indenture dated 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.)
4.4 Credit Agreement dated April 3, 2000 among the Registrant
and its 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 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 10.26 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000.)

II-2
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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: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
registration 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 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 statement or any material change to such information in the
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.

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 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-4
16

SIGNATURES

Pursuant to the requirements of the Securities Act of 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, 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 BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints 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 Registration
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 post-effective
amendments thereto, and to file the same, with all exhibits thereto and all
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 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 Act of 1933, this
Registration Statement has been signed below by the following persons and in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ MICHAEL E. MARKS Chairman of the Board and September 27, 2000
- ------------------------------------------------ Chief Executive Officer
Michael E. Marks (principal executive officer)

/s/ ROBERT R.B. DYKES President, Systems Group and September 27, 2000
- ------------------------------------------------ Chief Financial Officer
Robert R.B. Dykes (principal financial officer)

/s/ THOMAS J. SMACH Vice President, Finance September 27, 2000
- ------------------------------------------------ (principal accounting officer)
Thomas J. Smach

/s/ TSUI SUNG LAM Director September 27, 2000
- ------------------------------------------------
Tsui Sung Lam

/s/ MICHAEL J. MORITZ Director September 27, 2000
- ------------------------------------------------
Michael J. Moritz

II-5
17

SIGNATURE TITLE DATE
--------- ----- ----

/s/ RICHARD L. SHARP Director September 27, 2000
- ------------------------------------------------
Richard L. Sharp

/s/ PATRICK FOLEY Director September 27, 2000
- ------------------------------------------------
Patrick Foley

/s/ CHUEN FAH ALAIN AHKONG Director September 27, 2000
- ------------------------------------------------
Chuen Fah Alain Ahkong

II-6
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EXHIBIT INDEX

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.