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As filed with the Securities and Exchange Commission on September 14, 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 TELCOM GLOBAL SOLUTIONS HOLDINGS, INC.
2000 EQUITY INCENTIVE PLAN ASSUMED BY THE REGISTRANT
SHARE OPTIONS GRANTED UNDER TELCOM GLOBAL SOLUTIONS, INC.
2000 STOCK OPTION PLAN 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 of Agent For Service)
---------------------------
Copies to:
TIMOTHY STEWART, ESQ. DAVID K. MICHAELS, ESQ.
FLEXTRONICS INTERNATIONAL LTD. TRAM T. PHI, ESQ.
C/O FLEXTRONICS INTERNATIONAL USA, INC. FENWICK & WEST LLP
2090 FORTUNE DRIVE TWO PALO ALTO SQUARE
SAN JOSE, CA 95131 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(6) REGISTRATION FEE
---------------- ---------- --------- ------------------ ----------------
Ordinary Shares, S$0.01 par value 16,902(1) $ 7.35(3) $ 124,229.70 $ 31.06
Ordinary Shares, S$0.01 par value 54,809(2) $26.95(3) $1,477,102.55 $369.28
(1) Represents shares subject to assumed outstanding share options as of
September 14, 2001 under the Telcom Global Solutions Holdings, Inc. 2000
Equity Incentive Plan assumed by Registrant.
(2) Represents shares subject to assumed outstanding share options as of
September 14, 2001 under the Telcom Global Solutions, Inc. 2000 Stock
Option Plan assumed by Registrant.
(3) 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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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, 2001, 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, 2001;
(b) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2001 filed pursuant to Section 13(a) of the
Exchange Act; and
(c) 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 Flextronics articles provides that, subject to the
Singapore Companies Act, every director or other officer shall be entitled to be
indemnified by Flextronics 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 or omitted by him as an
officer or employee of Flextronics 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
Flextronics, through the insufficiency or deficiency of title to any property
acquired by order of the directors for Flextronics or for the insufficiency or
deficiency of any security upon which any of the moneys of Flextronics 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 which 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
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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.
Flextronics has entered into indemnification agreements with its
officers and directors. These indemnification agreements provide Flextronics'
officers and directors with indemnification to the maximum extent permitted by
the Companies Act. Flextronics 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 which are permitted under the Companies Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Memorandum and 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 the Company, 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 October 27, 1999 by and among FIUI, the lenders
named therein, ABN AMRO Bank N.V., 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.)
4.5 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.)
4.6 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. 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. 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.)
4.7 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.)
4.8 Euro Indenture dated as of June 29, 2000 between 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.)
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4.9 Telcom Global Solutions Holdings, Inc. 2000 Equity Incentive Plan and
related documents.
4.10 Telcom Global Solutions, Inc. 2000 Stock Option Plan and related documents.
5.1 Opinion of Allen & Gledhill with respect to the ordinary shares being
registered.
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. Reference is made to 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.
(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 that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement
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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 14th day of
September, 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 September 14, 2001
----------------------------- Officer (principal executive officer)
Michael E. Marks
/s/ Robert R.B. Dykes President, Systems Group and Chief September 14, 2001
----------------------------- Financial Officer (principal financial
Robert R.B. Dykes officer)
/s/ Thomas J. Smach Vice President, Finance September 14, 2001
----------------------------- (principal accounting officer)
Thomas J. Smach
/s/ Michael J. Moritz Director September 14, 2001
-----------------------------
Michael J. Moritz
/s/ Richard L. Sharp Director September 14, 2001
-----------------------------
Richard L. Sharp
Director
-----------------------------
Patrick Foley
/s/ Chuen Fah Alain Ahkong Director September 14, 2001
-----------------------------
Chuen Fah Alain Ahkong
/s/ Goh Thiam Poh Tommie Director September 14, 2001
-----------------------------
Goh Thiam Poh Tommie
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EXHIBIT INDEX
Exhibit
Number Document Description
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4.1 Memorandum and 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 the
Company, 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 October 27, 1999 by and among FIUI, the
lenders named therein, ABN AMRO Bank N.V., 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.)
4.5 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.)
4.6 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. 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. 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.)
4.7 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.)
4.8 Euro Indenture dated as of June 29, 2000 between 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.)
4.9 Telcom Global Solutions Holdings, Inc. 2000 Equity Incentive Plan
and related documents.
4.10 Telcom Global Solutions, Inc. 2000 Stock Option Plan and related
documents.
5.1 Opinion of Allen & Gledhill with respect to the ordinary shares
being registered.
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. Reference is made to the signature page of this
Registration Statement.