As filed with the Securities and Exchange Commission on August 21, 2006
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Benchmark Electronics, Inc.
(Exact name of registrant as specified in its charter)
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Texas |
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74-2211011 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
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3000 Technology Drive |
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Angleton, Texas |
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77515 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
BENCHMARK ELECTRONICS, INC.
2000 STOCK AWARDS PLAN
(Full title of plan)
Cary T. Fu
Chief Executive Officer
3000 Technology Drive
Angleton, Texas 77515
(Name and address of agent for service)
(979) 849-6550
(Telephone number, including area code, of agent for service)
Copies to:
William J. Whelan, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
CALCULATION OF REGISTRATION FEE
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Common Stock, |
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6,750,000(1) |
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$23.825(2) |
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$160,818,750(2) |
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$17,208 |
(1) Pursuant to Rule 457(h)(1) this registration fee is calculated with respect to the maximum number of the registrant’s securities issuable under the Benchmark Electronics, Inc. 2000 Stock Awards Plan (the “Plan”).
(2) Estimated, pursuant to Rule 457(h), solely for the purpose of calculating the registration fee based on the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on August 15, 2006.
Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 (Registration No. 333-54186) filed with the Securities and Exchange Commission by Benchmark Electronics, Inc. are incorporated herein by reference.
This Registration Statement is filed solely to register additional securities of the same class as the securities registered pursuant to the effective Registration Statement referenced above relating to an employee benefit plan.
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 Angleton, State of Texas, on August 16, 2006.
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BENCHMARK ELECTRONICS, INC. |
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By: |
/s/ Cary T. Fu |
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President and |
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Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Name |
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Position |
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Date |
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President and Chief |
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/s/ Cary T. Fu |
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Executive Officer |
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August 16, 2006 |
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Cary T. Fu |
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(principal executive officer) |
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/s/ Gayla J. Delly |
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Chief Financial Officer |
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August 16, 2006 |
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Gayla J. Delly |
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(principal financial |
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and accounting officer) |
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/s/ Donald E. Nigbor |
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Chairman of the Board |
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August 16, 2006 |
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Donald E. Nigbor |
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of Directors |
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/s/ Steven A. Barton |
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Director and Executive |
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August 16, 2006 |
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Steven A. Barton |
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Vice President |
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/s/ Peter G. Dorflinger |
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Director |
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August 16, 2006 |
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Peter G. Dorflinger |
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/s/ Douglas G. Duncan |
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Director |
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August 16, 2006 |
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Douglas G. Duncan |
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/s/ Laura W. Lang |
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Director |
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August 16, 2006 |
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Laura W. Lang |
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/s/ Bernee D.L. Strom |
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Director |
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August 16, 2006 |
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Bernee D.L. Strom |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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5.1 |
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Opinion of Counsel. |
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23.1 |
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Consent of KPMG LLP. |
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23.2 |
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Consent of Kenneth Barrow (included in the opinion filed as Exhibit 5.1 hereto). |
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