As filed with the Securities and Exchange Commission on May 9, 2002
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
SANMINA-SCI CORPORATION
(Exact name of Registrant as specified in its charter)
---------------
DELAWARE 77-0228183
(State of incorporation) (I.R.S. Employer Identification Number)
2700 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95134
(408) 964-3500
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
---------------
NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
---------------
JURE SOLA
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SANMINA-SCI CORPORATION
2700 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95134
(408) 964-3500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
CHRISTOPHER D. MITCHELL, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
================================================================================================
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE PRICE PER AGGREGATE REGISTRATION
BE REGISTERED REGISTERED SHARE OFFERING PRICE FEE
NON-QUALIFIED STOCK OPTION PLAN
Common Stock,
$0.10 par value, shares
outstanding 420,184 shares $3.03(1) $1,273,127.52 $117.13
TOTAL 420,184 SHARES $117.13
================================================================================================
(1) Calculated in accordance with Rule 457(h) under the Securities Act based on
the weighted average exercise price per share of $3.03 as to 420,184
outstanding but unexercised options to purchase Common Stock.
================================================================================================
SANMINA-SCI CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
THE DOCUMENT(s) CONTAINING INFORMATION SPECIFIED BY PART I OF THIS FORM S-8
REGISTRATION STATEMENT (THE "REGISTRATION STATEMENT") HAVE BEEN OR WILL BE SENT
OR GIVEN TO PARTICIPANTS IN THE PLANS LISTED IN THE COVER OF THE REGISTRATION
STATEMENT (THE "PLANS") AS SPECIFIED BY RULE 428(b)(1) PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT").
(1) Annual Report on Form 10-K and 10-K/A for the fiscal year ended
September 29, 2001.
(2) Quarterly Report on Form 10-Q for the quarter ended December 29,
2001.
(3) Current Report on Form 8-K dated December 12, 2001.
(4) Current Report on Form 8-K dated April 18, 2002.
(5) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, filed on April 19, 1993, including any
amendment or report filed for the purpose of updating such description.
(6) The description of Preferred Stock Purchase Rights contained in the
Registrant's Registration Statement on Form 8-A/A, filed on May 25, 2001,
including any amendment or report filed for the purpose of updating such
description.
(7) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Mario M. Rosati, a member of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, is a member of the Board of Directors of the Registrant. Wilson
Sonsini Goodrich & Rosati is corporate counsel to the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "[a] corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
II-1
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful."
With respect to derivative actions, Section 145(b) of the DGCL provides in
relevant part that "[a] corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor... [by reason of his service in one of the capacities
specified in the preceding sentence] against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper."
The Registrant's Amended and Restated Certificate of Incorporation provides
that to the fullest extent permitted by the DGCL, no director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director. The Amended and Restated
Certificate of Incorporation also provides that no amendment or repeal of such
provision shall apply to or have any effect on the right to indemnification
permitted thereunder with respect to claims arising from acts or omissions
occurring in whole or in part before the effective date of such amendment or
repeal whether asserted before or after such amendment or repeal.
The Registrant's Bylaws provide that the Registrant shall indemnify to the
fullest extent permitted by the DGCL each of its directors, officers, employees
and other agents against expenses actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the Registrant.
The Registrant has entered into indemnification agreements with its
directors and executive officers and intends to enter into indemnification
agreements with any new directors and executive officers in the future.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
II-2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
-------- ---------------------------------------------------------------------
4.1 Non-Qualified Stock Option Plan
5.1 Opinion of Counsel as to the legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
24.1 Power of Attorney (see page II-5)
II-3
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 this 8th day of
May, 2002.
SANMINA-SCI CORPORATION
By: /s/ JURE SOLA
-------------------------------------
Jure Sola
Co-Chairman and Chief Executive
Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jure Sola and Randy Furr, jointly and
severally, as his or her attorneys-in-fact, with full power of substitution in
each, for him or her in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, 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 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
----------------------------------- ------------------------------- -----------
/s/ JURE SOLA Co-Chairman of the Board, Chief May 8, 2002
----------------------------------- Executive Officer and Director
Jure Sola (Principal Executive Officer)
/s/ A. EUGENE SAPP, JR. Co-Chairman of the Board and May 8, 2002
----------------------------------- Director
A. Eugene Sapp, Jr.
/s/ RANDY FURR President, Chief Operating May 8, 2002
----------------------------------- Officer and Director
Randy Furr
/s/ RICK R. ACKEL Executive Vice President and May 8, 2002
----------------------------------- Chief Financial Officer
Rick R. Ackel (Principal Financial and
Accounting Officer)
/s/ NEIL BONKE Director May 8, 2002
-----------------------------------
Neil Bonke
/s/ JOHN BOLGER Director May 8, 2002
-----------------------------------
John Bolger
/s/ MARIO ROSATI Director May 8, 2002
-----------------------------------
Mario Rosati
/s/ JOSEPH SCHELL Director May 8, 2002
-----------------------------------
Joseph Schell
/s/ WAYNE SHORTRIDGE Director May 8, 2002
-----------------------------------
Wayne Shortridge
/s/ BERNARD VONDERSCHMITT Director May 8, 2002
-----------------------------------
Bernard Vonderschmitt
/s/ JACKIE M. WARD Director May 8, 2002
-----------------------------------
Jackie M. Ward
II-4
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
--------- --------------------------------------------------------------------
4.1 Non-Qualified Stock Option Plan
5.1 Opinion of Counsel as to the legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants