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As filed with the Securities and Exchange Commission on May 4, 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.)
11 UBI ROAD 1, #07-01/02, MEIBAN INDUSTRIAL BUILDING, SINGAPORE 408723
(Address of Principal Executive Offices)
SHARE OPTIONS GRANTED UNDER THE NON-QUALIFIED STOCK OPTION PLAN OF ASIC INTERNATIONAL, INC. ASSUMED BY THE REGISTRANT
(Full Title of the Plans)
MICHAEL E. MARKS
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
FLEXTRONICS INTERNATIONAL LTD.
11 UBI ROAD 1, #07-01/02
MEIBAN INDUSTRIAL BUILDING
SINGAPORE 408723
(65) 844-3366
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
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Copies to:
TIMOTHY STEWART, ESQ. DAVID K. MICHAELS, ESQ.
FLEXTRONICS INTERNATIONAL LTD. LYNDA M. TWOMEY, ESQ.
C/O FLEXTRONICS INTERNATIONAL USA, INC. DAVID C. OWEN, ESQ.
2090 FORTUNE DRIVE FENWICK & WEST LLP
SAN JOSE, CALIFORNIA 95131 TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING WITH
THE SECURITIES AND EXCHANGE COMMISSION, AND SALES OF THE REGISTERED SECURITIES
WILL BEGIN AS SOON AS REASONABLY PRACTICABLE AFTER SUCH EFFECTIVE DATE.
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 (2) REGISTRATION FEE
---------------- ---------- --------- ------------------ ----------------
Ordinary Shares, S$0.01 par value 62,811(1) $0.697(2) $43,780 $11.00
(1) Represents shares subject to assumed outstanding share options as of May
4, 2001 granted under the Non-Qualified Stock Option Plan of ASIC
International, Inc.
(2) Represents weighted average per share exercise price for such outstanding
options, calculated pursuant to Rule 457(h)(1) solely for the purpose of
calculating the registration fee.
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PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.
ITEM 1. PLAN INFORMATION.
Information required by Part 1 to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
418 under the Securities Act and the Note to Part I of Form S-8.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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, 2000, as amended, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which Annual Report contains audited financial statements
for the fiscal year ended March 31, 2000;
(b) the Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30, 2000, September 30, 2000 and December 31,
2000 filed pursuant to Section 13(a) of the Exchange Act;
(c) the Registrant's Current Reports on Form 8-K filed with the
Commission on April 18, 2000, June 13, 2000, June 19, 2000, June
22, 2000, June 27, 2000, September 15, 2000, September 20, 2000,
September 20, 2000, November 14, 2000, January 29, 2001, February
1, 2001 and February 8, 2001; and
(d) 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 provides that, subject to the
Singapore Companies Act (the "Companies Act"), every director or other officer
shall be entitled to be indemnified by the 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
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or omitted by him as an officer or employee of the 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 the
Registrant, through the insufficiency or deficiency of title to any property
acquired by order of the directors for the Registrant or for the insufficiency
or deficiency of any security upon which any of the moneys of the 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 that 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.
The Registrant has entered into indemnification agreements with its
officers and directors. These indemnification agreements provide the
Registrant's officers and directors with indemnification to the maximum extent
permitted by the Companies Act. The 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 that are permitted under the Companies Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Memorandum and New 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 fiscal quarter ended December 31,
2000.)
4.2 Indenture dated as of 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 event reported on October 15, 1997.)
4.3 Credit Agreement dated as of October 27, 1999 by and among Flextronics
International USA, Inc., the lenders named therein, ABN AMRO, as agent,
BankBoston, N.A. as documentation agent, and Bank of America, N.A.,
Banque Nationale de Paris, The Bank of Nova Scotia and Citicorp USA,
Inc., as co-agents. (Incorporated by reference to Exhibit 10.02 of the
Registrant's Report on Form 10-Q/A for the quarterly period ended
December 31, 1999.)
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.
(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.)
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4.5 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. Gas 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. (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.)
4.6 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 Annual Report on Form
10-K for fiscal year ended March 31, 2000.)
4.7 Euro Indenture dated as of June 29, 2000 between the Registrant and
Chase Manhattan Bank and Trust Company, N.A., as trustee. (Incorporated
by reference to Exhibit 4.2 of the Registrant's Annual Report on Form
10-K for fiscal year ended March 31, 2000.)
4.8 Non-Qualified Stock Option Plan of ASIC International, Inc. and related
documents.
5.1 Opinion of Allen & Gledhill.
15.1 Acknowledgement Letter of Arthur Andersen LLP, Independent Public
Accountants.
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. 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 paragraphs (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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.
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(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 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
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.
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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 4th day of
May, 2001.
FLEXTRONICS INTERNATIONAL LTD.
By: /s/ Michael E. Marks
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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 May 4, 2001
------------------------------------ Officer (principal executive officer)
Michael E. Marks
/s/ Robert R.B. Dykes President, Systems Group and Chief May 4, 2001
------------------------------------ Financial Officer (principal financial
Robert R.B. Dykes officer)
/s/ Thomas J. Smach Vice President, Finance May 4, 2001
------------------------------------ (principal accounting officer)
Thomas J. Smach
/s/ Tsui Sung Lam Director May 4, 2001
------------------------------------
Tsui Sung Lam
/s/ Michael J. Moritz Director May 4, 2001
------------------------------------
Michael J. Moritz
Director May __, 2001
------------------------------------
Richard L. Sharp
Director May __, 2001
------------------------------------
Patrick Foley
/s/ Chuen Fah Alain Ahkong Director May 4, 2001
------------------------------------
Chuen Fah Alain Ahkong
/s/ Goh Thiam Poh Tommie Director May 4, 2001
------------------------------------
Goh Thiam Poh Tommie
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EXHIBIT INDEX
Exhibit
Number Document Description
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4.8 Non-Qualified Stock Option Plan of ASIC International, Inc. and
related documents.
5.1 Opinion of Allen & Gledhill with respect to the ordinary shares being
registered.
15.1 Acknowledgement Letter of Arthur Andersen LLP, Independent Public
Accountants.
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).