As filed with the Securities and Exchange Commission on December , 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLEXTRONICS INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
SINGAPORE NOT APPLICABLE
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
36 ROBINSON ROAD #18-01, CITY HOUSE, SINGAPORE 06887
(Address of Principal Executive Offices)
REGISTRANT'S 2001 EQUITY INCENTIVE PLAN
(Full Title of the Plans)
MR. MICHAEL E. MARKS
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
FLEXTRONICS INTERNATIONAL LTD.
36 ROBINSON ROAD #18-01
CITY HOUSE, SINGAPORE 06887
(65) 269-8888
(Name, Address and Telephone Number of Agent For Service)
Copies to:
TIMOTHY STEWART, ESQ. DAVID K. MICHAELS, ESQ.
FLEXTRONICS INTERNATIONAL LTD. CYNTHIA E. GARABEDIAN,
C/O FLEXTRONICS INTERNATIONAL USA, ESQ.
INC. FENWICK & WEST LLP
2090 FORTUNE DRIVE TWO PALO ALTO SQUARE
SAN JOSE, CA 95131 PALO ALTO, CALIFORNIA 94306
CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED
SECURITIES TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
---------------- ---------- ---------------- ----------------- ----------------
Ordinary Shares, S$0.01 par value 7,000,000 $24.58 (1) $172,060,000(1) $41,122.34
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933 and
based upon the average of the high and low sales prices reported on the
Nasdaq National Market on December 19, 2001.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 2001, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which contains audited financial statements as of the
fiscal years ended March 31, 2000 and 2001, and for the three
fiscal years ended March 31, 2001;
(b) the Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30, 2001 and September 30, 2001, as
amended, filed pursuant to Section 13(a) of the Exchange Act;
and
(c) the description of the Registrant's ordinary shares contained
in the Registrant's Registration Statement on Form 8-A filed
with the Commission under Section 12(g) of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 155 of the Registrant's Articles of Association provides
that, subject to the Singapore Companies Act, every director or other officer
shall be entitled to be indemnified by Registrant 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 Registrant 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 Registrant, through the insufficiency or deficiency of title to any property
acquired by order of the directors for Registrant or for the insufficiency or
deficiency of any security upon which any of the moneys of Registrant 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.
Registrant has entered into indemnification agreements with its
officers and directors. These indemnification agreements provide Registrant's
officers and directors with indemnification to the maximum extent permitted by
the Companies Act. Registrant 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Memorandum and Articles of Association of the Registrant.
(Incorporated by reference to Exhibit 3.01 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended December 31,
2000.)
4.2 Euro Indenture dated as of June 29, 2000 between Registrant and Chase
Manhattan Bank and Trust Company, N.A., as trustee. (Incorporated by
reference to Exhibit 4.2 of the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000.)
4.3 U.S. Dollar Indenture dated June 29, 2000 between the Registrant and
Chase Manhattan Bank and Trust Company, N.A., as trustee.
(Incorporated by reference to Exhibit 4.1 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.)
4.4 Credit Agreement dated as of 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 "Flextronics USA Credit Agreement").
(Incorporated by reference to Exhibit 10.27 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 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 (the "Flextronics International Credit
Agreement"). (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.)
4.6 Amendment, dated June 15, 2000, to the Flextronics USA Credit
Agreement. (Incorporated by reference to Exhibit 10.01 of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000.)
4.7 First Amendment, dated April 3, 2001, to the Flextronics
International Credit Agreement. (Incorporated by reference to Exhibit
4.07 of the Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 2001.)
4.8 Second Amendment, dated April 3, 2001, to the Flextronics USA Credit
Agreement. (Incorporated by reference to Exhibit 4.08 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2001.)
4.9 Registrant's 2001 Equity Incentive Plan, together with Form of Share
Option Agreement and Form of Share Option Exercise Agreement.
5.1 Opinion of Allen & Gledhill with respect to the ordinary shares being
registered.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 Consent of Allen & Gledhill (included in Exhibit 5.1).
24.1 Power of Attorney (included in the signature page of this
Registration Statement).
ITEM 9. 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; 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 paragraphs (1)(i) and (1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(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.
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 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.
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 provisions discussed in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the 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 hereby,
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.
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
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on the 19th day of
December, 2001.
FLEXTRONICS INTERNATIONAL LTD.
By: /s/ Michael E. Marks
---------------------------------
Michael E. Marks
Chairman of the Board,
Chief Executive Officer and
Authorized U.S. Representative
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Michael E. Marks
and Robert R.B. Dykes and each one of them, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any and all
amendments to this registration statement (including any and all amendments,
including post-effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitutes, may 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 in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Michael E. Marks Chairman of the Board, and Chief Executive December 19, 2001
----------------------------- Officer (principal executive officer)
Michael E. Marks
/s/ Robert R.B. Dykes President, Systems Group and Chief December 19, 2001
----------------------------- Financial Officer (principal financial
Robert R.B. Dykes officer)
/s/ Thomas J. Smach Vice President, Finance December 19, 2001
----------------------------- (principal accounting officer)
Thomas J. Smach
Director December 19, 2001
-----------------------------
Michael J. Moritz
/s/ Richard L. Sharp Director December 19, 2001
-----------------------------
Richard L. Sharp
/s/ Patrick Foley Director December 19, 2001
-----------------------------
Patrick Foley
/s/ Chuen Fah Alain Ahkong Director December 19, 2001
-----------------------------
Chuen Fah Alain Ahkong
/s/ Goh Thiam Poh Tommie Director December 19, 2001
-----------------------------
Goh Thiam Poh Tommie
EXHIBIT INDEX
Exhibit
Number Document Description
4.1 Memorandum and Articles of Association of the Registrant.
(Incorporated by reference to Exhibit 3.01 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended December 31,
2000.)
4.2 Euro Indenture dated as of June 29, 2000 between Registrant and Chase
Manhattan Bank and Trust Company, N.A., as trustee. (Incorporated by
reference to Exhibit 4.2 of the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000.)
4.3 U.S. Dollar Indenture dated June 29, 2000 between the Registrant and
Chase Manhattan Bank and Trust Company, N.A., as trustee.
(Incorporated by reference to Exhibit 4.1 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.)
4.4 Credit Agreement dated as of 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 "Flextronics USA Credit Agreement").
(Incorporated by reference to Exhibit 10.27 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 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 (the "Flextronics International Credit
Agreement"). (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.)
4.6 Amendment, dated June 15, 2000, to the Flextronics USA Credit
Agreement. (Incorporated by reference to Exhibit 10.01 of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000.)
4.7 First Amendment, dated April 3, 2001, to the Flextronics
International Credit Agreement. (Incorporated by reference to Exhibit
4.07 of the Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 2001.)
4.8 Second Amendment, dated April 3, 2001, to the Flextronics USA Credit
Agreement. (Incorporated by reference to Exhibit 4.08 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2001.)
4.9 Registrant's 2001 Equity Incentive Plan, together with Form of Share
Option Agreement and Form of Share Option Exercise Agreement.
5.1 Opinion of Allen & Gledhill with respect to the ordinary shares being
registered.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 Consent of Allen & Gledhill (included in Exhibit 5.1).
24.1 Power of Attorney (included in the signature page of this
Registration Statement).