UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FLEXTRONICS INTERNATIONAL LTD.
(Name of Subject Company (Issuer) and Filing Person (Offeror)
Options to Purchase Ordinary Shares, no par value
(Title of Class of Securities)
Y2573F102
(CUSIP Number of Ordinary Shares Underlying Class of Securities)
Michael M. McNamara
Chief Executive Officer
Flextronics International Ltd.
One Marina Boulevard, #28-00
Singapore 018989
(65) 6890-7188
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the filing persons)
With copies to:
Jeffrey N. Ostrager, Esq.
Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue
New York, New York 10178
(212) 696-6000
CALCULATION OF FILING FEE
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Transaction Valuation(*) |
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Amount of Filing Fee(*) |
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Not applicable
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Not applicable |
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Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection
with this filing as it contains only preliminary communications made before the commencement
of a tender offer. |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: Not applicable
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Form or Registration No.: Not applicable |
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Filing Party: Not applicable
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Date Filed: Not applicable |
Form or Registration No.: Not applicable |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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| Check the appropriate boxes to designate any transactions to which this statement relates: |
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third party tender offer subject to Rule 14d-1
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going-private transaction subject to Rule 13e-3 |
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issuer tender offer subject to Rule 13e-4
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amendment to Schedule 13D under Rule 13d-2 |
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| Check the following box if the filing is a final amendment reporting the results of the tender offer: o |
Explanatory Note
Attached as Exhibit 99.1 is an e-mail dated July 13, 2009 from Michael M. McNamara, Paul Read
and Paul Humphries announcing (i) approval by the shareholders of Flextronics International Ltd.
(the “Company”) of amendments to the certain of the Company’s existing equity incentive
plans to permit the Company’s proposed Option Exchange Program and (ii) the anticipated launch of
the Option Exchange Program on July 14, 2009.
Additional Information About the Option Exchange Program and Where to Find It
The Option Exchange Program described in the attached e-mail has not yet commenced. Even though
shareholder approval has been obtained, the Company may still decide not to implement the Option
Exchange Program. If the Option Exchange Program is commenced, the Company will file a Tender
Offer Statement on Schedule TO with the Securities and Exchange Commission (“SEC”).
Persons who are eligible to participate in the Option Exchange Program should read the Tender Offer
Statement and other related materials carefully when they become available because they will
contain important information about the Option Exchange Program.
The Company will deliver the Option Exchange Program documents to all eligible employees free of
charge when the Option Exchange Program commences, and the Company’s shareholders and option
holders will be able to obtain these written materials and other documents filed by the Company
with the SEC free of charge from the SEC’s website at www.sec.gov. In addition,
shareholders and option holders may obtain free copies of the documents filed by the Company with
the SEC by writing the Company at its principal U.S. offices at: Flextronics International Ltd.,
2090 Fortune Dr., San Jose, California 95131 U.S.A.
Item 12. Exhibits.
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| Exhibit |
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Description |
99.1
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Announcement e-mail from Michael M. McNamara, Paul Read and Paul
Humphries, dated July 13, 2009. |
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