Jabil Circuit, Inc.
Table of Contents

As filed with the Securities and Exchange Commission on January 27, 2004

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
____________________

FORM S-8

REGISTRATION STATEMENT
Under The Securities Act of 1933
___________________

JABIL CIRCUIT, INC.

(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction
of incorporation or organization)		   38-1886260
(I.R.S. Employer Identification No.)
 
10560 Dr. Martin Luther King, Jr. Street North
St. Petersburg, Florida
(Address of Principal Executive Office)		   33716
(Zip Code)

JABIL CIRCUIT, INC.
2002 STOCK INCENTIVE PLAN

(Full title of the plan)

Robert L. Paver, Esq.
Secretary and General Counsel
Jabil Circuit, Inc.
10560 Dr. Martin Luther King, Jr. Street North
St. Petersburg, Florida 33716
(Name and address of agent for service)
(727) 577-9749
(Telephone number, including area code, of agent for service)

Copies of all communications to:

Chester E. Bacheller, Esq.
Holland & Knight LLP
100 North Tampa Street, Suite 4100
Tampa, Florida 33602
Phone: (813) 227-6431
Fax: (813) 229-0134

CALCULATION OF REGISTRATION FEE

                                 
            Proposed   Proposed    
Title of   Amount   Maximum   maximum   Amount of
Securities   to be   offering price   aggregate   registration
to be registered   Registered(2)   per unit(3)   offering price(3)   fee(3)
Common Stock, par value $0.001 per share reserved under 2002 Stock Incentive Plan(1)
     10,000,000     $ 29.82     $ 298,200,000.00     $ 24,124.38  

(1)   Including preferred stock purchase rights issued under the Registrant’s Stockholder Rights Plan, dated October 19, 2001.
 
(2)   The provisions of Rule 416 under the Securities Act of 1933 shall apply to this Registration Statement and the number of shares registered on this Registration Statement shall increase or decrease as a result of stock splits, stock dividends or similar transactions.
 
(3)   Estimated solely for the purpose of calculating the registration fee. The fee is calculated upon the basis of the average between the high and low sales prices for shares of common stock of the Registrant as reported on the New York Stock Exchange on January 26, 2004.

 

TABLE OF CONTENTS

SIGNATURES
POWER OF ATTORNEY
INDEX OF EXHIBITS
EX-4.1 Jabil Circuit 2002 Stock Incentive Plan
EX-5.1 Opinion of Holland & Knight LLP
EX-23.2 Independent Auditors' Consent

Table of Contents

INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT

      Pursuant to Instruction E to Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 16, 2002 (File No. 333-98299) relating to the registration of 7,464,080 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), and the Registrant’s Registration Statement on Form S-8 filed with the Commission on June 13, 2003 (File No. 333-106123) relating to the registration of 2,144,646 shares of the Registrant’s Common Stock, authorized for issuance pursuant to the Jabil Circuit, Inc. 2002 Stock Incentive Plan (the “Plan”), are incorporated by reference in their entirety in this Registration Statement, except as to the items set forth below. This Registration Statement provides for the registration of an additional 10,000,000 shares of the Registrant’s Common Stock to be issued pursuant to the Plan.

PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 8.      EXHIBITS.

     
4.1   Jabil Circuit, Inc. 2002 Stock Incentive Plan, as amended.
     
4.2   Schedule to the Jabil Circuit, Inc. 202 Stock Incentive Plan (sub-plan for United Kingdom employees).(1)
     
4.3   Addendum to the Terms and Conditions of the Jabil Circuit, Inc. 2002 Stock Incentive Plan for Grantees Resident in France (sub-plan for French employees).(2)
     
5.1   Opinion of Holland & Knight LLP re legality of the Common Stock.
     
23.1   Consent of Holland & Knight LLP (included in Exhibit 5.1)
     
23.2   Independent Auditors’ Consent.
     
24.1   Power of Attorney of certain officers and directors of the Registrant (included on signature page)

(1)   Incorporated by reference from exhibits to the Registrant’s Registration Statement on Form S-8 (File No. 333-98299) filed August 16, 2002.
 
(2)   Incorporated by reference from exhibits to the Registrant’s Registration Statement on Form S-8 (File No. 333-106123) filed June 13, 2003.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant, Jabil Circuit, Inc., a corporation organized and existing under the laws of the State of Delaware, 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 St. Petersburg, State of Florida, on January 27, 2004.

         
    JABIL CIRCUIT, INC
 
         
 
    By:   /s/ Chris A. Lewis
Chris A. Lewis, Chief Financial Officer

POWER OF ATTORNEY

KNOWN TO ALL PERSONS BY THESE PRESENTS, we, the undersigned officers and directors of Jabil Circuit, Inc., hereby severally constitute and appoint Chris A. Lewis and Robert L. Paver, each acting alone as an attorney-in-fact with the full power of substitution, for him and in his name, place and stead in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or either of their substitute or 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 by the following persons in the capacities and on the dates indicated.

             
Signatures   Title   Date
 
             
By:   /s/ William D. Morean
William D. Morean 		  Chairman of the Board of Directors   January 26, 2004
 
             
 
By:   /s/ Thomas A. Sansone
Thomas A. Sansone 		  Vice Chairman of the Board of Directors   January 27, 2004
 
             
 
By:   /s/ Timothy L. Main
Timothy L. Main 		  Chief Executive Officer (Principal
Executive Officer) 		  January 26, 2004
 
             
 
By:   /s/ Chris A. Lewis
Chris A. Lewis 		  Chief Financial Officer (Principal
Financial and Accounting Officer) 		  January 27, 2004
 
             
 
By:   /s/ Lawrence J. Murphy
Lawrence J. Murphy 		  Director   January 26, 2004
 
             
 
By:   /s/ Mel S. Lavitt
Mel S. Lavitt 		  Director   January 26, 2004
 
             
 
By:   /s/ Steven A. Raymund
Steven A. Raymund 		  Director   January 26, 2004
 
             
 
By:   /s/ Frank A. Newman
Frank A. Newman 		  Director   January 26, 2004
 
             
 
By:   /s/ Laurence S. Grafstein
Laurence S. Grafstein 		  Director   January 26, 2004

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INDEX OF EXHIBITS

     
4.1   Jabil Circuit, Inc. 2002 Stock Incentive Plan, as amended.
     
4.2   Schedule to the Jabil Circuit, Inc. 202 Stock Incentive Plan (sub-plan for United Kingdom employees).(1)
     
4.3   Addendum to the Terms and Conditions of the Jabil Circuit, Inc. 2002 Stock Incentive Plan for Grantees Resident in France (sub-plan for French employees).(2)
     
5.1   Opinion of Holland & Knight LLP re legality of the Common Stock.
     
23.1   Consent of Holland & Knight LLP (included in Exhibit 5.1)
     
23.2   Independent Auditors’ Consent.
     
24.1   Power of Attorney of certain officers and directors of the Registrant (included on signature page)

(1)   Incorporated by reference from exhibits to the Registrant’s Registration Statement on Form S-8 (File No. 333-98299) filed August 16, 2002.
 
(2)   Incorporated by reference from exhibits to the Registrant’s Registration Statement on Form S-8 (File No. 333-106123) filed June 13, 2003.

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