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 5, 2006
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 |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
On
September 5, 2006, Flextronics International Ltd.
(“Flextronics”) and International
DisplayWorks, Inc. (“IDW”) issued a press release
announcing that the two companies have entered into a
definitive agreement for Flextronics to acquire IDW, subject to
customary closing conditions, including IDW stockholder approval and
certain regulatory approvals. A copy of the press release is attached as
Exhibit 99.1 to this report and is incorporated herein by
reference.
Additional
Information and Where to find it:
In connection with the
proposed merger, Flextronics intends to file with the
Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4 that will
contain a Proxy Statement/Prospectus. Investors
and security holders are urged to read the
Registration Statement and the Proxy Statement/Prospectus
carefully when they become available because they
will contain important information about Flextronics, IDW
and the acquisition. The Proxy Statement/Prospectus and
other relevant materials (when they become available),
and any other documents filed with the SEC, may be
obtained free of charge at the SEC’s
web site www.sec.gov. In addition,
investors and security holders may obtain a
free copy of other documents filed by
Flextronics or IDW by directing a written request,
as appropriate, to International DisplayWorks, Inc.,
1613 Santa Clara Drive, Suite 100, Roseville, CA
95661, Attention: Corporate Secretary, or to
Flextronics’s U.S.
offices at 2090 Fortune Drive, San Jose, CA 95131,
Attention: Investor Relations. Investors and security holders are
urged to read the Proxy Statement/Prospectus and the
other relevant materials when they become available before
making any voting or investment decision with respect to the proposed
acquisition.
This communication shall not
constitute an offer to sell or the solicitation of an offer to sell or
the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Participants
in the Solicitation:
IDW and its
directors and executive officers, and Flextronics and
its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of IDW
in connection with the proposed acquisition. Information
regarding the special interests of these directors and executive
officers in the proposed transaction will be included in the
Proxy Statement/Prospectus referred to above. Additional
information regarding the directors and executive officers of
Flextronics is also included in Flextronics’ proxy statement
(Form DEF 14A) for the 2006 Annual General Meeting
of Flextronics shareholders, which was filed with the
SEC on July 31, 2006. This
document is available free of charge at the SEC’s
website (www.sec.gov) and by contacting Flextronics
Investor Relations at investor_relations@flextronics.com.
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed with this Report on Form 8-K:
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Description |
99.1
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Joint Press Release, dated September 5, 2006, issued by
Flextronics International Ltd. and International DisplayWorks,
Inc. |
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