UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No.1
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 2, 2010
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-21272
Sanmina-SCI Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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77-0228183 |
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2700 North First Street, San Jose, CA |
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95134 |
Registrant’s telephone number, including area code:
(408) 964-3500
Securities registered pursuant to Section 12(b) of the Exchange Act:
Common Stock, $0.01 Par Value
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer x |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was approximately $962,426,240 as of April 3, 2010, based upon the last reported sale price of the common stock on the Nasdaq Global Select Market on April 2, 2010.
As of November 15, 2010, the number of shares outstanding of the registrant’s common stock was 79,811,960.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information is incorporated into Part III of this report by reference to the Proxy Statement for the registrant’s annual meeting of stockholders to be held on January 20, 2011 to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K.
EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended October 2, 2010 (the “Original Form 10-K”) solely in order to file as Exhibit 23.1 the executed consent of the independent registered public accounting firm, which was inadvertently omitted from the Original Form 10-K. No other part of the Original Form 10-K is being amended hereby.
PART IV
Item 15. Exhibits and Financial Statement Schedules
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(a) |
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(1) |
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The following financial statements are filed under Item 8 hereof as part of this report: |
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Page |
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Report of Independent Registered Public Accounting Firm |
48 |
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Financial Statements: |
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Consolidated Balance Sheets, As of October 2, 2010 and October 3, 2009 |
49 |
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Consolidated Statements of Operations, Years Ended October 2, 2010, October 3, 2009 and September 27, 2008 |
50 |
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Consolidated Statements of Comprehensive Loss, Years Ended October 2, 2010, October 3, 2009 and September 27, 2008 |
51 |
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Consolidated Statements of Stockholders’ Equity, Years Ended October 2, 2010, October 3, 2009 and September 27, 2008 |
52 |
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Consolidated Statements of Cash Flows, Years Ended October 2, 2010, October 3, 2009 and September 27, 2008 |
53 |
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Notes to Consolidated Financial Statements |
65 |
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(2) |
The following financial statement schedule of Sanmina-SCI Corporation is filed as part of this report on Form 10-K immediately after the signature pages hereto and should be read in conjunction with our Financial Statements included in this Item 15: | |
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Schedule II-Valuation and Qualifying Accounts |
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All other schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or the notes thereto. | |
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(3) |
Refer to item 15(b) immediately below. | |
(b) Exhibits
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Exhibit |
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Description |
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3.1(1) |
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Restated Certificate of Incorporation of the Registrant, dated January 31, 1996. |
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3.2(2) |
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Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated March 9, 2001. |
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3.3(3) |
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Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Registrant, dated May 31, 2001. |
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3.4(4) |
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Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated December 7, 2001. |
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3.5(5) |
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Amended and Restated Bylaws of the Registrant adopted by the Board of Directors on December 1, 2008. |
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3.6(6) |
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Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, as amended, dated July 27, 2009. |
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4.1(7) |
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Preferred Stock Rights Agreement, dated as of May 17, 2001 between the Registrant and Wells Fargo National Bank, Minnesota, N.A., including the form of Certificate of Determination, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C. |
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4.2(8) |
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Supplemental Indenture No. 3, dated as of October 7, 2005, to the Subordinated Indenture, by and among SCI Systems, Inc., Sanmina-SCI USA, Inc. and J.P. Morgan Trust Company, National Association, as trustee. |
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4.3(9) |
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Second Supplemental Indenture, dated as of September 30, 2005, among Sanmina-SCI USA, Inc., the Registrant and U.S. Bank National Association, as trustee. |
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4.4(10) |
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Intercreditor Agreement, dated as of December 23, 2002, by and among, as second lien collateral trustees, LaSalle Business Credit, Inc., as collateral agent, State Street Bank and Trust Company of California, N.A. and each New First Lien Claimholder Representative which may become a party from time to time, and the Registrant. |
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4.5(11) |
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Indenture, dated as of February 24, 2005, among the Registrant, the guarantors party thereto and U.S. Bank National Association, as trustee. |
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4.6(12) |
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First Supplemental Indenture, dated as of September 30, 2005, among Sanmina-SCI USA, Inc., the Registrant and U.S. Bank National Association, as trustee. |
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4.7(13) |
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Second Supplemental Indenture, dated as of January 3, 2007, among the Registrant and U.S. Bank National Association, as trustee. |
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4.8(14) |
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Indenture, dated as of February 15, 2006, among the Registrant, certain subsidiaries of the Registrant as guarantors thereunder and U.S. Bank National Association, as trustee. |
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4.9(15) |
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First Supplemental Indenture, dated as of January 3, 2007, among the Registrant and U.S. Bank National Association, as trustee. |
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4.10(16) |
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Indenture, dated as of June 12, 2007, among Registrant, the guarantors party thereto, and Wells Fargo Bank, National Association as trustee, relating to the Senior Floating Rate Notes due 2014. |
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10.1(17) |
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Amended 1990 Incentive Stock Plan. |
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10.2(18)(19) |
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1999 Stock Plan. |
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10.3(20) |
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Addendum to the 1999 Stock Plan (Additional Terms and Conditions for Employees of the French subsidiary(ies)), dated February 21, 2001. |
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10.4(21) |
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1995 Director Option Plan. |
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10.5(22) |
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1996 Supplemental Stock Plan. |
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10.6(23) |
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Hadco Corporation Non-Qualified Stock Option Plan, as Amended and Restated July 1, 1998. |
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10.7(24) |
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SCI Systems, Inc. 1994 Stock Option Incentive Plan. |
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10.8(25) |
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SCI Systems, Inc. 2000 Stock Incentive Plan. |
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10.9(26) |
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SCI Systems, Inc. Board of Directors Deferred Compensation Plan. |
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10.10(27) |
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Form of Indemnification Agreement executed by the Registrant and its officers and directors pursuant to the Delaware reincorporation. |
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10.11(28)(19) |
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Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan for Outside Directors. |
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10.12(29) |
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Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Sweden). |
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10.13(30) |
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Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Finland). |
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10.14(31)(19) |
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Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan dated June 9, 2008. |
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10.15(32) |
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2003 Employee Stock Purchase Plan. |
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10.16(33) |
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Randy Furr separation agreement. |
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Exhibit |
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Description |
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10.17(34)(19) |
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Employment Agreement dated as of March 2, 2007 by and between the Registrant and Michael Tyler. |
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10.18(35) |
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Asset Purchase and Sale Agreement dated February 17, 2008 by and among the Registrant, Sanmina-SCI USA Inc., SCI Technology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company, Sanmina-SCI Australia PTY LTD and Foxteq Holdings, Inc. |
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10.19(36) |
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Amendment to Asset Purchase Agreement dated February 17, 2008 by and among the Registrant, Sanmina-SCI USA Inc., SCI Technology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company, Sanmina-SCI Australia PTY LTD and Foxteq Holdings, Inc., dated July 7, 2008. |
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10.20(37) |
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Asset Purchase Agreement dated April 25, 2008 by and among Sanmina-SCI USA Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Lenovo (Singapore) Pte.Ltd. and Lenovo Centro Tecnologico, SdeRL de C.V. |
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10.21(38)(19) |
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Revised form of Officer and Director Indemnification Agreement. |
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10.22(39) |
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Loan, Guaranty and Security Agreement, dated as of November 19, 2008, among the Registrant and certain of, as Designated Canadian Guarantors, the financial institutions party thereto from time to time as its subsidiaries as borrowers, Sanmina-SCI Systems (Canada) Inc. and SCI Brockville Corp.s lenders and Bank of America, N.A., as agent for such lenders. |
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10.23(40)(19) |
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2009 Incentive Plan, as amended. |
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10.24(41) |
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Credit and Security Agreement dated as of November 24, 2008 by and among Sanmina SPV LLC, the lenders named therein and Deutsche Bank AG, New York Branch, as administrative agent and collateral agent. |
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10.25(42)(19) |
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Deferred Compensation Plan for Outside Directors amended and restated effective January 1, 2009. |
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10.26(42)(19) |
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Deferred Compensation Plan effective January 1, 2009. |
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10.27(43)(19) |
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Description of Calendar 2010 Non-employee Director Compensation Arrangements. |
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10.28(44)(19) |
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Form of Stock Option Agreement for use under the 2009 Incentive Plan. |
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10.29(45)(19) |
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Form of Restricted Stock Unit Agreement for use under the 2009 Incentive Plan. |
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10.30(46)(19) |
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Form of Restricted Stock Agreement for use under the 2009 Incentive Plan. |
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10.31(47)(19) |
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Employment offer letter dated September 4, 2009 between the Registrant and Bob Eulau. |
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10.32(48)(19) |
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Amendment to Employment Agreement by and between the Registrant and Michael Tyler dated November 15, 2007. |
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10.33(49)(19) |
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Form of Change of Control Severance Benefit Agreement. |
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10.34(50) |
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Amendment No. 1 dated as of April 6, 2010 to Loan, Guaranty and Security Agreement dated as of November 19, 2008 among the Registrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI Brockville Corp., as Designated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A. as agent for such lenders. |
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10.35(51) |
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Incremental Loan Agreement Joinder dated as of April 6, 2010 among the parties to the Loan and Security Agreement dated November 19, 2008 and Goldman Sachs Lending Partners LLC and Morgan Stanley Senior Funding, Inc., as assuming lenders under the Loan and Security Agreement. |
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10.36(52)(19) |
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Amendment to Employment Agreement by and between the Registrant and Michael R. Tyler dated April 6, 2010. |
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14.1(53) |
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Code of Business Conduct and Ethics of the Registrant. |
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21.1(54) |
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Subsidiaries of the Registrant. |
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23.1 |
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Consent of KPMG LLP, independent registered public accounting firm (filed herewith). |
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31.1 |
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Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
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31.2 |
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Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
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32.1(55) |
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Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
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32.2(55) |
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Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
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(1) |
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Incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1996, SEC File No. 000-21272, filed with the Securities and Exchange Commission (“SEC”) on December 24, 1996. |
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(2) |
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Incorporated by reference to Exhibit 3.1(a) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed with the SEC on May 11, 2001. |
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(3) |
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Incorporated by reference to Exhibit 3.1.2 to the Registrant’s Registration Statement on Form S-4, filed with the SEC on August 10, 2001. |
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(4) |
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Incorporated by reference to Exhibit 3.1.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 29, 2001, filed with the SEC on December 21, 2001. |
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(5) |
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Incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K, filed with the SEC on December 5, 2008. |
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(6) |
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Incorporated by reference to Exhibit 3.6 to Registrant’s Current Report on Form 8-K, filed with the SEC on August 19, 2009. |
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(7) |
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Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form 8-A, filed with the SEC on May 25, 2001. |
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(8) |
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Incorporated by reference to Exhibit 4.2.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 1, 2005, filed with the SEC on December 29, 2005. |
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(9) |
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Incorporated by reference to Exhibit 4.7.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 1, 2005, filed with the SEC on December 29, 2005. |
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(10) |
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Incorporated by reference to Exhibit 4.9 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2002, filed with the SEC on February 11, 2003. |
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(11) |
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Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 24, 2005. |
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(12) |
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Incorporated by reference to Exhibit 4.13.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 1, 2005, filed with the SEC on December 29, 2005. |
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(13) |
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Incorporated by reference to Exhibit 4.13.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on January 3, 2007. |
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(14) |
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Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 17, 2006. |
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(15) |
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Incorporated by reference to Exhibit 4.14.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on January 3, 2007. |
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(16) |
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Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 13, 2007. |
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(17) |
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Incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K, SEC File No. 000-21272, filed with the SEC on December 29, 1994. |
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(18) |
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Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on May 25, 1999. |
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(19) |
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Compensatory plan in which an executive officer or director participates. |
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(20) |
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Incorporated by reference to Exhibit 10.29.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002. |
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(21) |
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Incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-8, SEC File No. 333-23565, filed with the SEC on March 19, 1997. |
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(22) |
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Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-8, SEC File No. 333-23565, filed with the SEC on March 19, 1997. |
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(23) |
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Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on June 23, 2000. |
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(24) |
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Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on December 20, 2001. |
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(25) |
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Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on December 20, 2001. |
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(26) |
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Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on December 20, 2001. |
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(27) |
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Incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, SEC File No. 33-70700, filed with the SEC on February 19, 1993. |
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(28) |
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Incorporated by reference to Exhibit 10.75 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008. |
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(29) |
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Incorporated by reference to Exhibit 10.50 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002. |
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(30) |
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Incorporated by reference to Exhibit 10.50.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002. |
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(31) |
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Incorporated by reference to Exhibit 10.74 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008. |
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(32) |
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Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on April 23, 2003. |
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(33) |
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Incorporated by reference to Exhibit 10.58 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 1, 2005, filed with the SEC on December 29, 2005. |
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(34) |
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Incorporated by reference to Exhibit 10.62 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 29, 2007, filed with the SEC on November 28, 2007. |
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(35) |
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Incorporated by reference to Exhibit 10.64 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008, filed with the SEC on May 6, 2008. |
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(36) |
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Incorporated by reference to Exhibit 10.71 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008. |
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(37) |
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Incorporated by reference to Exhibit 10.67 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008, filed with the SEC on May 6, 2008 |
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(38) |
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Incorporated by reference to Exhibit 10.42 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008. |
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(39) |
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Incorporated by reference to Exhibit 10.36 to Registrant’s Annual Report on Form 10-K for the fiscal year ended September 27, 2008, filed with the SEC on November 24, 2008. |
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(40) |
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Incorporated by reference to Exhibit 10.37 of the Registrant’s Registration Statement on Form S-8, filed with the SEC on March 12, 2010. |
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(41) |
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Incorporated by reference to Exhibit 10.38 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 2008, filed with the SEC on February 2, 2009. |
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(42) |
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Incorporated by reference to Exhibit 10.40 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009. |
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(43) |
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Incorporated by reference to Exhibit 10.42 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2010. |
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(44) |
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Incorporated by reference to Exhibit 10.43 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009 |
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(45) |
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Incorporated by reference to Exhibit 10.44 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009 |
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(46) |
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Incorporated by reference to Exhibit 10.45 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009 |
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(47) |
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Incorporated by reference to Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 3, 2009. |
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(48) |
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Incorporated by reference to Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 3, 2009. |
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(49) |
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Incorporated by reference to Exhibit 10.48 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2010. |
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(50) |
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Incorporated by reference to Exhibit 10.49 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010. |
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(51) |
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Incorporated by reference to Exhibit 10.50 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010. |
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(52) |
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Incorporated by reference to Exhibit 10.51 of Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2010. |
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(53) |
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Incorporated by reference to Exhibit 14.1 to Registrant’s Annual Report on Form 10-K for the fiscal year ended September 27, 2008, filed with the SEC on August 4, 2008 |
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(54) |
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Incorporated by reference to Exhibit 21.1 of the Original Form 10-K. |
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(55) |
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This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
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SANMINA-SCI CORPORATION | |
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Date: May 24, 2011 |
(Registrant) | |
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By: |
/s/ Jure Sola |
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Jure Sola, Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Jure Sola |
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Chief Executive Officer and Director |
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May 24, 2011 |
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Jure Sola |
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(Principal Executive Officer) |
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/s/ Robert K. Eulau |
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Chief Financial Officer |
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May 24, 2011 |
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Robert K. Eulau |
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(Principal Financial Officer) |
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/s/ Todd Schull |
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Senior Vice-President and Corporate Controller |
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May 24, 2011 |
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Todd Schull |
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(Principal Accounting Officer) |
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/s/ Neil Bonke |
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Director |
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May 24, 2011 |
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Neil Bonke |
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/s/ John P. Goldsberry |
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Director |
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May 24, 2011 |
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John P. Goldsberry |
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/s/ Joseph Licata |
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Director |
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May 24, 2011 |
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Joseph Licata |
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/s/ Jean Manas |
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Director |
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May 20, 2011 |
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Jean Manas |
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Director |
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May , 2011 |
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Mario M. Rosati |
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A. Eugene Sapp, Jr. |
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Wayne Shortridge |
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/s/ Jackie M. Ward |
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Director |
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May 24, 2011 |
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Jackie M. Ward |
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EXHIBIT INDEX
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Exhibit |
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Description |
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3.1(1) |
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Restated Certificate of Incorporation of the Registrant, dated January 31, 1996. |
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3.2(2) |
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Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated March 9, 2001. |
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3.3(3) |
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Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Registrant, dated May 31, 2001. |
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3.4(4) |
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Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated December 7, 2001. |
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3.5(5) |
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Amended and Restated Bylaws of the Registrant adopted by the Board of Directors on December 1, 2008. |
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3.6(6) |
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Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, as amended, dated July 27, 2009. |
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4.1(7) |
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Preferred Stock Rights Agreement, dated as of May 17, 2001 between the Registrant and Wells Fargo National Bank, Minnesota, N.A., including the form of Certificate of Determination, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C. |
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4.2(8) |
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Supplemental Indenture No. 3, dated as of October 7, 2005, to the Subordinated Indenture, by and among SCI Systems, Inc., Sanmina-SCI USA, Inc. and J.P. Morgan Trust Company, National Association, as trustee. |
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4.3(9) |
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Second Supplemental Indenture, dated as of September 30, 2005, among Sanmina-SCI USA, Inc., the Registrant and U.S. Bank National Association, as trustee. |
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4.4(10) |
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Intercreditor Agreement, dated as of December 23, 2002, by and among, as second lien collateral trustees, LaSalle Business Credit, Inc., as collateral agent, State Street Bank and Trust Company of California, N.A. and each New First Lien Claimholder Representative which may become a party from time to time, and the Registrant. |
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4.5(11) |
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Indenture, dated as of February 24, 2005, among the Registrant, the guarantors party thereto and U.S. Bank National Association, as trustee. |
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4.6(12) |
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First Supplemental Indenture, dated as of September 30, 2005, among Sanmina-SCI USA, Inc., the Registrant and U.S. Bank National Association, as trustee. |
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4.7(13) |
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Second Supplemental Indenture, dated as of January 3, 2007, among the Registrant and U.S. Bank National Association, as trustee. |
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4.8(14) |
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Indenture, dated as of February 15, 2006, among the Registrant, certain subsidiaries of the Registrant as guarantors thereunder and U.S. Bank National Association, as trustee. |
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4.9(15) |
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First Supplemental Indenture, dated as of January 3, 2007, among the Registrant and U.S. Bank National Association, as trustee. |
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4.10(16) |
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Indenture, dated as of June 12, 2007, among Registrant, the guarantors party thereto, and Wells Fargo Bank, National Association as trustee, relating to the Senior Floating Rate Notes due 2014. |
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10.1(17) |
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Amended 1990 Incentive Stock Plan. |
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10.2(18)(19) |
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1999 Stock Plan. |
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10.3(20) |
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Addendum to the 1999 Stock Plan (Additional Terms and Conditions for Employees of the French subsidiary(ies)), dated February 21, 2001. |
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10.4(21) |
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1995 Director Option Plan. |
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10.5(22) |
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1996 Supplemental Stock Plan. |
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10.6(23) |
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Hadco Corporation Non-Qualified Stock Option Plan, as Amended and Restated July 1, 1998. |
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10.7(24) |
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SCI Systems, Inc. 1994 Stock Option Incentive Plan. |
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10.8(25) |
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SCI Systems, Inc. 2000 Stock Incentive Plan. |
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10.9(26) |
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SCI Systems, Inc. Board of Directors Deferred Compensation Plan. |
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10.10(27) |
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Form of Indemnification Agreement executed by the Registrant and its officers and directors pursuant to the Delaware reincorporation. |
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10.11(28)(19) |
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Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan for Outside Directors. |
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10.12(29) |
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Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Sweden). |
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10.13(30) |
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Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Finland). |
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Exhibit |
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Description |
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10.14(31)(19) |
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Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan dated June 9, 2008. |
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10.15(32) |
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2003 Employee Stock Purchase Plan. |
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10.16(33) |
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Randy Furr separation agreement. |
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10.17(34)(19) |
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Employment Agreement dated as of March 2, 2007 by and between the Registrant and Michael Tyler. |
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10.18(35) |
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Asset Purchase and Sale Agreement dated February 17, 2008 by and among the Registrant, Sanmina-SCI USA Inc., SCI Technology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company, Sanmina-SCI Australia PTY LTD and Foxteq Holdings, Inc. |
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10.19(36) |
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Amendment to Asset Purchase Agreement dated February 17, 2008 by and among the Registrant, Sanmina-SCI USA Inc., SCI Technology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company, Sanmina-SCI Australia PTY LTD and Foxteq Holdings, Inc., dated July 7, 2008. |
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10.20(37) |
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Asset Purchase Agreement dated April 25, 2008 by and among Sanmina-SCI USA Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Lenovo (Singapore) Pte.Ltd. and Lenovo Centro Tecnologico, SdeRL de C.V. |
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10.21(38)(19) |
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Revised form of Officer and Director Indemnification Agreement. |
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10.22(39) |
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Loan, Guaranty and Security Agreement, dated as of November 19, 2008, among the Registrant and certain of, as Designated Canadian Guarantors, the financial institutions party thereto from time to time a its subsidiaries as borrowers, Sanmina-SCI Systems (Canada) Inc. and SCI Brockville Corp.s lenders and Bank of America, N.A., as agent for such lenders. |
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10.23(40)(19) |
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2009 Incentive Plan, as amended. |
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10.24(41) |
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Credit and Security Agreement dated as of November 24, 2008 by and among Sanmina SPV LLC, the lenders named therein and Deutsche Bank AG, New York Branch, as administrative agent and collateral agent. |
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10.25(42)(19) |
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Deferred Compensation Plan for Outside Directors amended and restated effective January 1, 2009. |
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10.26(42)(19) |
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Deferred Compensation Plan effective January 1, 2009. |
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10.27(43)(19) |
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Description of Calendar 2010 Non-employee Director Compensation Arrangements. |
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10.28(44)(19) |
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Form of Stock Option Agreement for use under the 2009 Incentive Plan. |
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10.29(45)(19) |
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Form of Restricted Stock Unit Agreement for use under the 2009 Incentive Plan. |
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10.30(46)(19) |
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Form of Restricted Stock Agreement for use under the 2009 Incentive Plan. |
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10.31(47)(19) |
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Employment offer letter dated September 4, 2009 between the Registrant and Bob Eulau. |
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10.32(48)(19) |
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Amendment to Employment Agreement by and between the Registrant and Michael Tyler dated November 15, 2007. |
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10.33(49)(19) |
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Form of Change of Control Severance Benefit Agreement. |
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10.34(50) |
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Amendment No. 1 dated as of April 6, 2010 to Loan, Guaranty and Security Agreement dated as of November 19, 2008 among the Registrant and certain of its subsidiaries, as borrowers, Sanmina-SCI Systems (Canada), Inc. and SCI Brockville Corp., as Designated Canadian Guarantors, the financial institutions party thereto and Bank of America, N.A. as agent for such lenders. |
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10.35(51) |
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Incremental Loan Agreement Joinder dated as of April 6, 2010 among the parties to the Loan and Security Agreement dated November 19, 2008 and Goldman Sachs Lending Partners LLC and Morgan Stanley Senior Funding, Inc., as assuming lenders under the Loan and Security Agreement. |
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10.36(52)(19) |
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Amendment to Employment Agreement by and between the Registrant and Michael R. Tyler dated April 6, 2010. |
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14.1(53) |
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Code of Business Conduct and Ethics of the Registrant. |
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21.1(54) |
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Subsidiaries of the Registrant. |
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23.1 |
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Consent of KPMG LLP, independent registered public accounting firm (filed herewith). |
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31.1 |
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Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
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31.2 |
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Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
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32.1(55) |
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Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
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Exhibit |
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Description |
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32.2(55) |
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Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
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(1) |
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Incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1996, SEC File No. 000-21272, filed with the Securities and Exchange Commission (“SEC”) on December 24, 1996. |
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(2) |
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Incorporated by reference to Exhibit 3.1(a) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed with the SEC on May 11, 2001. |
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(3) |
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Incorporated by reference to Exhibit 3.1.2 to the Registrant’s Registration Statement on Form S-4, filed with the SEC on August 10, 2001. |
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(4) |
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Incorporated by reference to Exhibit 3.1.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 29, 2001, filed with the SEC on December 21, 2001. |
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(5) |
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Incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K, filed with the SEC on December 5, 2008. |
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(6) |
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Incorporated by reference to Exhibit 3.6 to Registrant’s Current Report on Form 8-K, filed with the SEC on August 19, 2009. |
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(7) |
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Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form 8-A, filed with the SEC on May 25, 2001. |
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(8) |
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Incorporated by reference to Exhibit 4.2.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 1, 2005, filed with the SEC on December 29, 2005. |
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(9) |
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Incorporated by reference to Exhibit 4.7.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 1, 2005, filed with the SEC on December 29, 2005. |
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(10) |
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Incorporated by reference to Exhibit 4.9 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2002, filed with the SEC on February 11, 2003. |
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(11) |
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Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 24, 2005. |
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(12) |
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Incorporated by reference to Exhibit 4.13.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 1, 2005, filed with the SEC on December 29, 2005. |
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(13) |
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Incorporated by reference to Exhibit 4.13.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on January 3, 2007. |
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(14) |
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Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 17, 2006. |
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(15) |
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Incorporated by reference to Exhibit 4.14.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on January 3, 2007. |
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(16) |
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Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 13, 2007. |
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(17) |
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Incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K, SEC File No. 000-21272, filed with the SEC on December 29, 1994. |
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(18) |
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Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on May 25, 1999. |
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(19) |
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Compensatory plan in which an executive officer or director participates. |
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(20) |
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Incorporated by reference to Exhibit 10.29.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002. |
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(21) |
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Incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-8, SEC File No. 333-23565, filed with the SEC on March 19, 1997. |
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(22) |
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Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-8, SEC File No. 333-23565, filed with the SEC on March 19, 1997. |
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(23) |
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Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on June 23, 2000. |
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(24) |
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Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on December 20, 2001. |
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(25) |
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Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on December 20, 2001. |
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(26) |
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Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on December 20, 2001. |
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(27) |
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Incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, SEC File No. 33-70700, filed with the SEC on February 19, 1993. |
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(28) |
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Incorporated by reference to Exhibit 10.75 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008. |
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(29) |
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Incorporated by reference to Exhibit 10.50 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002. |
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(30) |
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Incorporated by reference to Exhibit 10.50.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002. |
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(31) |
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Incorporated by reference to Exhibit 10.74 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008. |
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(32) |
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Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, filed with the SEC on April 23, 2003. |
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(33) |
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Incorporated by reference to Exhibit 10.58 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 1, 2005, filed with the SEC on December 29, 2005. |
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(34) |
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Incorporated by reference to Exhibit 10.62 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 29, 2007, filed with the SEC on November 28, 2007. |
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(35) |
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Incorporated by reference to Exhibit 10.64 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008, filed with the SEC on May 6, 2008. |
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(36) |
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Incorporated by reference to Exhibit 10.71 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008. |
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(37) |
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Incorporated by reference to Exhibit 10.67 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008, filed with the SEC on May 6, 2008 |
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(38) |
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Incorporated by reference to Exhibit 10.42 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008, filed with the SEC on August 4, 2008. |
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(39) |
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Incorporated by reference to Exhibit 10.36 to Registrant’s Annual Report on Form 10-K for the fiscal year ended September 27, 2008, filed with the SEC on November 24, 2008. |
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(40) |
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Incorporated by reference to Exhibit 10.37 of the Registrant’s Registration Statement on Form S-8, filed with the SEC on March 12, 2010. |
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(41) |
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Incorporated by reference to Exhibit 10.38 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 2008, filed with the SEC on February 2, 2009. |
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(42) |
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Incorporated by reference to Exhibit 10.40 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009. |
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(43) |
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Incorporated by reference to Exhibit 10.42 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2010. |
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(44) |
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Incorporated by reference to Exhibit 10.43 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009 |
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(45) |
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Incorporated by reference to Exhibit 10.44 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009 |
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(46) |
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Incorporated by reference to Exhibit 10.45 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009, filed with the SEC on May 5, 2009 |
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(47) |
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Incorporated by reference to Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 3, 2009. |
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(48) |
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Incorporated by reference to Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 3, 2009. |
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(49) |
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Incorporated by reference to Exhibit 10.48 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2010. |
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(50) |
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Incorporated by reference to Exhibit 10.49 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010. |
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(51) |
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Incorporated by reference to Exhibit 10.50 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010. |
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(52) |
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Incorporated by reference to Exhibit 10.51 of Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2010. |
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(53) |
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Incorporated by reference to Exhibit 14.1 to Registrant’s Annual Report on Form 10-K for the fiscal year ended September 27, 2008, filed with the SEC on August 4, 2008 |
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(54) |
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Incorporated by reference to Exhibit 21.1 of the Original Form 10-K. |
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(55) |
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This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. |