UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 27, 2007
FLEXTRONICS INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
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| Singapore
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0-23354
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Not Applicable |
(State or other jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| One Marina Boulevard, # 28-00, Singapore
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018989 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (65) 6890-7188
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Resignation of Directors
On October 1, 2007, Flextronics International Ltd. (“Flextronics”) announced the completion of its
acquisition of Solectron Corporation (“Solectron”) pursuant to the terms of the Agreement and Plan
of Merger, dated as of June 4, 2007 (the “Merger Agreement”), among Flextronics, Solectron and
Saturn Merger Corp., a wholly-owned subsidiary of Flextronics.
As part of the Merger Agreement, Flextronics has agreed to appoint two individuals designated by
Solectron and approved by Flextronics to the board of directors of Flextronics. In connection with
the appointment of these two new directors, which is expected to occur in the December 2007
quarter, Michael Marks and Richard Sharp intend to simultaneously retire as directors of
Flextronics. Upon Mr. Marks’s retirement, Ray Bingham, a member of the board of directors of
Flextronics, will assume the role of Chairman of the Flextronics Board.
(e) Approval of Amendments to 2001 Equity Incentive Plan
On September 27, 2007, Flextronics held its Annual General
Meeting of Shareholders (the “2007 Annual Meeting”). At the
2007 Annual Meeting, Flextronics’s shareholders approved
amendments to Flextronics’s 2001 Equity Incentive Plan (the “2001 Plan”).
The amendments to the 2001 Plan, which became effective on September 27, 2007, provide for:
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an increase in the sub-limit on the maximum number of ordinary shares which may be
issued as stock bonus awards under the 2001 Plan from 10,000,000 ordinary shares to
15,000,000 ordinary shares; and |
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(2) |
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an increase of the 2001 Plan share reserve by 10,000,000 ordinary shares to an
aggregate of 42,000,000 ordinary shares (not including shares available under plans
consolidated into the 2001 Plan). |
The foregoing description is subject to, and qualified in its entirety by, reference to the full
text of the 2001 Plan, which is attached hereto as Exhibit 10.01 and is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this Report on Form 8-K:
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10.01
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Flextronics International Ltd. 2001 Equity Incentive Plan, as amended
through September 27, 2007 |
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