<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 29, 1996
-------------------------------
SOLECTRON CORPORATION
- - -------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
CALIFORNIA 2-33228-40 94-2447045
- - -------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 GIBRALTAR DRIVE, MILPITAS, CALIFORNIA 95035
- - -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 957-8500
----------------------------
NOT APPLICABLE
- - -------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS
SIGNING OF AGREEMENT BETWEEN THE REGISTRANT AND TEXAS INSTRUMENTS
INCORPORATED ("TI") WHEREBY THE REGISTRANT WILL ACQUIRE TI'S CUSTOM
MANUFACTURING BUSINESS IN AUSTIN, TEXAS AND KUALA LUMPUR, MALAYSIA
On January 30, 1996, the Company announced that it had signed an Asset
Purchase Agreement (the "Agreement") with Texas Instruments Incorporated
("TI") whereby the Company will purchase TI's custom manufacturing service
("CMS") business located in Austin, Texas and Kuala Lumpur, Malaysia (the "TI
Transaction"). As reflected in the audited financial statements of CMS, CMS
had revenues of approximately $461 million for the year ended December 31,
1995. CMS provides manufacturing services to OEM customers in the
communications and computing industries. The acquisition price will be
approximately $130 million in cash, subject to adjustment based upon the net
book value of the operations to be acquired as of the closing of the
transaction. Under the terms of the Agreement, Solectron will offer employment
to all TI CMS employees at both sites and will lease space and continue
production at TI's Austin and Malaysia facilities. The acquisition, which is
expected to be completed by April 1996, is subject to various closing
conditions, including obtaining regulatory and corporate approvals. The
Company will be recognized by TI as a strategic supplier of electronics
manufacturing services. However, there are no guarantees, either from TI or
customers of the CMS business to be acquired, of future volumes of business.
The Company believes that the proposed acquisition will provide Solectron
customers with additional manufacturing capacity in strategic locations. There
can be no assurance that the TI Transaction will close or that if closed, the
Company will successfully integrate the CMS operations or achieve similar
operating results to those achieved by TI for the CMS operations.
The TI Transaction entails a number of risks, including successfully
managing the transition of employees and customers from TI to Solectron,
integrating purchasing operations and information systems and managing a
larger and more geographically disparate business. In addition, the proposed
transaction is subject to various conditions to closing, including
successfully negotiating manufacturing services and semiconductor component
supply agreements. There can be no assurance that the transaction will be
completed on a timely basis or at all. The proposed transaction involves the
acquisition of manufacturing assets and inventory, the assumption of
associated liabilities, the hiring of employees and the leasing of space in
Austin, Texas and Kuala Lumpur, Malaysia, but does not include any
guarantees, either from TI or customers of the CMS business to be acquired,
of future volumes of business. The CMS business to be acquired will increase
the Company's expenses and working capital requirements, and place burdens on
the Company's management resources. As a result, the success of the
acquisition is dependent upon the Company's ability to successfully manage
the integreation of the CMS operations and retain customers of the CMS
business. In the event the Company is unsuccessful in these efforts, the
Company's results of operations could be materially adversely affected.
The information which is set forth in the Registrant's News Release dated
January 30, 1996 is incorporated herein by reference.
CONVERTIBLE SUBORDINATED NOTES OFFERING
The information which is set forth in the Registrant's News Release
dated February 8, 1996 is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Text of Press Release dated January 30, 1996.
99.2 Text of Press Release dated February 8, 1996.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 7, 1996 SOLECTRON CORPORATION
/s/ Susan S. Wang
--------------------------------------
Susan S. Wang
Senior Vice President, Chief
Financial Officer and Secretary
-3-
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Description Numbered
- - ------- ----------- Page
------------
99.1 Text of Press Release dated January 30, 1996 5-6
99.2 Text of Press Release dated February 8, 1996 7
-4-
<PAGE>
EXHIBIT 99.1
[SOLECTRON LETTERHEAD]
NEWS
RELEASE
- - --------------------------------------------------------------------------------
Contacts:
Solectron Corporation Texas Instruments Incorporated
Jeffrey F. Cox/Milpitas, Ca Neil McGlone/Austin, TX
(408)956-6688 (512)250-4105
Buddy Price/Dallas, TX
(214)995-2355
For Immediate Release:
SOLECTRON TO ACQUIRE TI'S
CUSTOM MANUFACTURING BUSINESS
Milpitas, CA - January 30, 1996 - Texas Instruments Incorporated (NYSE:TXN)
and Solectrom Corporation (NYSE: SLR) today announced that they have reached
agreement for Solectron to purchase TI's custom manufacturing services (CMS)
business. This business, with headquarters in Austin, Texas, will be acquired
for approximately $130 million subject to adjustments at closing. Solectron, an
increasingly important semiconductor customer of TI, will be recognized by TI as
a strategic supplier of electronics manufacturing services.
Under terms of the agreement, Solectron will purchase the assets of TI's
CMS business in Austin, Texas and Kuala Lumpur, Malaysia and will offer
employment to all TI-CMS employees at both sites. Solectron will lease space in
TI's Austin and Malaysia facilities and will continue production at these sites.
TI'S CMS operations located in Aversa, Italy are not included in the sale
and will remain under TI ownership and management. This facility will provide
manufacturing services for Solectron on a turnkey or sub-contract basis.
"TI is one of the premier electronics manufacturers and we are very excited
about the relationship we are developing," said Dr. Koichi Nishimura, Solectron
President and CEO. "This transaction is expected to provide our customers with
additional regional manufacturing capacity and improved execution when their
product designs utilize TI semiconductor components."
"Custom manufacturing is Solectron's only business and they have been
highly successful in expanding their operations worldwide," said David D.
Martin, TI Executive Vice President. "This transaction will enable us to better
focus our resources on TI's strategic businesses while providing excellent
growth opportunities for the people who have made TI's CMS business a
world-class operation. We also expect this transaction to be the first step in
a longer-term partnership with Solectron."
-more-
<PAGE>
[SOLECTRON LOGO]
SOLECTRON TO ACQUIRE TI'S CUSTOM MANUFACTURING BUSINESS PAGE 2
TI's other operations in Austin and Kuala Lumpur will not be affected by
this transaction and will continue to operate at their present locations.
Solectron's purchase of TI's CMS business is expected to be completed by
April 1996. No other terms of the transaction were disclosed. Completion of
the purchase of TI's CMS business is subject to appropriate regulatory and
corporate approvals.
Texas Instruments Incorporated, headquartered in Dallas, Texas, is a high-
technology company with sales or manufacturing operations in more than 30
countries. TI products and services include semiconductors; defense electronics
and communications systems; software productivity tools; printers, notebook
computers and consumer electronics products; electrical controls and
metallurgical materials.
Founded in 1977, Solectron is a global supplier of pre-manufacturing,
manufacturing, and post-manufacturing services to electronics original equipment
manufacturers. The company received the 1991 Malcolm Baldrige National Quality
award and has received more than 80 other quality and service awards from its
customers. Solectron had revenue of $2.1 billion in fiscal 1995 and has US
manufacturing operations in California, North Carolina, and Washington state;
European manufacturing operations in France, Germany, and Scotland; and an Asian
manufacturing operation in Malaysia, as well as a program office in Japan.
Solectron's worldwide headquarters are located at 777 Gibraltar Drive, Milpitas,
California 95035.
# # #
<PAGE>
CONTACT EXHIBIT 99.2
Jeffrey F. Cox
Tel: (408) 956-6688
SOLECTRON ANNOUNCES OFFERING OF
CONVERTIBLE SUBORDINATED NOTES
Milpitas, California, February 8, 1996 - Solectron Corporation (NYSE-SLR)
today announced that it intends, subject to market and other conditions, to
raise approximately $200,000,000 through the sale of convertible subordinated
notes to institutional investors and non-U.S. investors (up to $230,000,000 if
an over-allotment option to be granted is exercised in full). The notes will be
convertible into Solectron Common Stock.
The securities to be offered will not be registered under the Securities
Act of 1933, as amended, or applicable state securities laws, and may not be
offered or sold absent registration under the Securities Act of 1933 and
applicable state securities laws or available exemptions from registrations.
# # #
