<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1996
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SOLECTRON CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
CALIFORNIA 94-2447045
(State or other jurisdiction (I.R.S. Employer
of Identification
incorporation or organization) No.)
</TABLE>
777 GIBRALTAR DRIVE
MILPITAS, CALIFORNIA 95035
(408) 957-8500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
SUSAN S. WANG
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
777 GIBRALTAR DRIVE
MILPITAS, CALIFORNIA 95035
(408) 957-8500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES TO:
STEVEN E. BOCHNER, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC UNDER THIS
REGISTRATION STATEMENT:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
<S> <C> <C> <C> <C>
Common Stock, no par value.... 3,401,864 $67.61 $230,000,000 $79,311
</TABLE>
(1) The 3,401,864 shares to be registered are issuable upon conversion of the
Company's outstanding 6% Convertible Subordinated Notes due 2006 (the
"Notes"). The Company is also registering such indeterminate number of
additional shares of Common Stock as may become issuable pursuant to the
anti-dilution adjustments of the Notes.
(2) Computed in accordance with Rule 457 under the Securities Act of 1933 solely
for purposes of calculation of the registration fee.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 15, 1996
PROSPECTUS
3,401,864 SHARES
SOLECTRON CORPORATION
-------------
COMMON STOCK
(NO PAR VALUE)
------------------
The shares of Common Stock, no par value ("Common Stock"), of Solectron
Corporation, a California corporation ("Solectron" or the "Company"), offered
hereby (the "Shares") may be sold by or for the account of certain prospective
stockholders of the Company described herein (the "Selling Shareholders") from
time to time in transactions on the New York Stock Exchange or in the over-the-
counter market or otherwise at the prevailing market price at the time of sale.
The Shares are issuable upon conversion of the Company's outstanding 6%
Convertible Subordinated Notes due 2006 (the "Notes") issued in an aggregate
principal amount of $230,000,000 pursuant to an Indenture, dated February 15,
1996, between the Company and State Street Bank and Trust Company (the
"Indenture") in a transaction (the "Note Offering") exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").
The Company will receive no part of the proceeds of the sales made
hereunder. All expenses of registration incurred in connection with this
offering shall be borne by the Company, but all selling expenses incurred by the
Selling Shareholders shall be borne by such Selling Shareholders. The Company
and the Selling Shareholders have agreed to indemnify each other against certain
liabilities arising under the Securities Act. See "Selling Shareholders and Plan
of Distribution."
The Common Stock of the Company is traded on the New York Stock Exchange
under the symbol SLR.
SEE "RISK FACTORS" ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
The Selling Shareholders and any brokers participating in such sales may be
deemed underwriters within the meaning of the Securities Act. Commissions
received by any such broker may be deemed to be underwriting commissions under
the Securities Act. See "Selling Shareholders and Plan of Distribution."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1996
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
SHARES BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON
TO MAKE SUCH OFFER, SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the offices of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as at the following regional offices of the
Commission: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Company's Common Stock is listed on the New York Stock
Exchange, 20 Broad Street, New York, NY 10005, and reports, proxy statements and
other information concerning the Company can be inspected at such exchange.
The Company has filed with the Commission a Registration Statement (which
term shall include all amendments, exhibits and schedules thereto) on Form S-3
under the Securities Act with respect to the Shares offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission, and to which reference is hereby made. Statements
made in this Prospectus as to the contents of any document referred to are not
necessarily complete. With respect to each such document filed as an exhibit to
the Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission and are
incorporated herein by reference in this Prospectus:
(a) The Company's Proxy Statement for its 1995 Annual Meeting of
Stockholders dated December 1, 1995;
(b) The Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1995;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended November 30, 1995;
(d) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended February 29, 1996;
(e) The Company's Current Report on Form 8-K dated February 7, 1996;
(f) The Company's Current Report on Form 8-K dated March 15, 1996;
(g) The Company's Current Report on Form 8-K dated April 15, 1996; and
(h) The description of the Company's Common Stock offered for resale
hereby contained in the Company's Registration Statement on Form 8-A
dated July 18, 1988, including any amendment or report filed for the purpose
of updating such description.
2
<PAGE>
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus 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 Prospectus and to be a part
hereof from the date of filing of such documents. Any statement incorporated
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement and any statement
contained herein shall be deemed to be modified or superseded for all purposes
to the extent that a statement contained in any subsequently filed document
which is deemed to be incorporated by reference modifies or supersedes such
statement.
The Company will provide without charge to such person to whom this
Prospectus is delivered, upon the request of such person, a copy of any or all
of the foregoing documents incorporated herein by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference into such documents). Requests for such documents should be directed
to Solectron Corporation, Attention: Susan S. Wang, Senior Vice President, Chief
Financial Officer and Secretary, Solectron Corporation, 777 Gibraltar Drive,
Milpitas, California 95035, telephone (408) 957-8500.
THE COMPANY
Solectron Corporation is a leading independent provider of customized,
integrated manufacturing services to original equipment manufacturers ("OEMs")
in the electronics industry. The Company's goal is to offer its customers the
significant competitive advantages of outsourcing their manufacturing, such as
access to advanced manufacturing technologies, shortened product time-to-market,
reduced cost of production and more effective asset utilization. Solectron
provides sophisticated electronic assembly and turnkey manufacturing management
services in the Western and Eastern United States, Europe and Southeast Asia.
The Company's customers include Apple Computer, Applied Materials, Bay Networks,
Cisco Systems, Hewlett-Packard, IBM, Silicon Graphics and Sun Microsystems.
3
<PAGE>
RISK FACTORS
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING THOSE SET FORTH IN THE FOLLOWING RISK FACTORS AND ELSEWHERE IN THIS
PROSPECTUS. IN ADDITION TO THE OTHER INFORMATION CONTAINED AND INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED
CAREFULLY IN EVALUATING THE COMPANY AND ITS BUSINESS BEFORE PURCHASING THE
SHARES OFFERED HEREBY:
CUSTOMER CONCENTRATION; DEPENDENCE ON THE ELECTRONICS INDUSTRY
A small number of customers are currently responsible for a significant
portion of the Company's net sales. In each of the three and six months ended
February 29, 1996 and the fiscal years 1995, 1994 and 1993, the Company's ten
largest customers accounted for over 65% of consolidated net sales. The Company
is dependent upon continued revenues from its top ten customers. Any material
delay, cancellation or reduction of orders from these or other customers could
have a materially adverse effect on the Company's results of operations. The
Company's largest customer during the first half of fiscal 1996, Hewlett-Packard
Corporation, accounted for 11% of consolidated net sales, compared to less than
10% in the first half of fiscal 1995. For the six months ended February 28,
1995, International Business Machines ("IBM") represented the Company's largest
customer with sales accounting for 23% of consolidated net sales. For the six
months ended February 29, 1996, sales to IBM were less than 10% of consolidated
net sales. The Company had a manufacturing services agreement with IBM at its
Bordeaux, France facility that expired on December 31, 1995. There can be no
assurance that the Company will continue to do business with IBM.
The percentage of the Company's sales to its major customers may fluctuate
from period to period. Significant reductions in sales to any of these customers
would have a materially adverse effect on the Company's results of operations.
The Company has no firm long-term volume purchase commitments from its
customers, and over the past few years has experienced reduced lead-times in
customer orders. In addition, customer contracts can be canceled and volume
levels can be changed or delayed. The timely replacement of canceled, delayed or
reduced contracts with new business cannot be assured. These risks are
exacerbated because a majority of the Company's sales are to customers in the
electronics industry, which is subject to rapid technological change and product
obsolescence. The factors affecting the electronics industry in general, or any
of the Company's major customers in particular, could have a materially adverse
effect on the Company's results of operations.
MANAGEMENT OF GROWTH; GEOGRAPHIC EXPANSION
The Company has experienced substantial growth over the last four fiscal
years, with net sales increasing from $265.4 million in fiscal 1991 to $2.1
billion in fiscal 1995. In recent years, the Company has acquired facilities in
six locations, including the Company's recent purchase of the custom
manufacturing services ("CMS") business of Texas Instruments Incorporated ("TI")
located in Austin, Texas. There can be no assurance that the Company's
historical revenue growth will continue or that the Company will successfully
manage the integration of the CMS business or any other businesses it may
acquire in the future. As the Company manages its existing operations and
expands geographically, it may experience certain inefficiencies as it
integrates new operations and manages geographically dispersed operations. In
addition, the Company's results of operations could be adversely affected if its
new facilities do not achieve growth sufficient to offset increased expenditures
associated with geographic expansion. Should the Company increase its
expenditures in anticipation of a future level of sales which does not
materialize, its profitability would be adversely affected. On occasion,
customers may require rapid increases in production which can place an excessive
burden on the Company's resources.
TI TRANSACTION
On March 31, 1996, the Company completed the purchase of the CMS business of
TI located in Austin, Texas and certain assets of TI's CMS business located in
Kuala Lumpur, Malaysia (the "TI Transaction"). The TI Transaction entails a
number of risks, including successfully managing the
4
<PAGE>
transition of customers from TI to Solectron, managing the transition at the
Austin site from TI to Solectron, integrating purchasing operations and
information systems and managing a larger and more geographically disparate
business. In the TI Transaction, the Company acquired manufacturing assets and
inventory, accounts receivable, assumed associated liabilities, hired employees
and leased space in Austin, Texas, and purchased certain fixed assets from TI's
facility in Kuala Lumpur, Malaysia. Neither TI nor the customers of the CMS
business have guaranteed any future volume of business in the TI Transaction.
The CMS business 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 integration 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.
INTERNATIONAL OPERATIONS
Approximately 33% and 38% of the Company's net sales were from operations
outside the United States in the six months ended February 29, 1996 and in
fiscal 1995, respectively. As a result of its foreign sales and facilities, the
Company's operations are subject to risks of doing business abroad, including
but not limited to, fluctuations in the value of currency, export duties,
changes to import and export regulations (including quotas), possible
restrictions on the transfer of funds, employee turnover, labor unrest, longer
payment cycles, greater difficulty in collecting accounts receivable, the
burdens and costs of compliance with a variety of foreign laws and, in certain
parts of the world, political instability. While to date these factors have not
had an adverse impact on the Company's results of operations, there can be no
assurance that there will not be such an impact in the future. In addition, the
Company currently benefits from a tax holiday in its Penang, Malaysia site which
expires in January 1997, subject to certain extensions. If the tax holiday is
not extended, the Company's effective income tax rate will increase.
AVAILABILITY OF COMPONENTS
A substantial portion of the Company's net sales are derived from turnkey
manufacturing in which the Company provides both materials procurement and
assembly. In turnkey manufacturing, the Company typically bears the risk of
component price increases, which could adversely affect the Company's gross
profit margins. At various times there have been shortages of components in the
electronics industry. In addition, if significant shortages of components should
occur, the Company may be forced to delay manufacturing and shipments, which
would have a materially adverse effect on the Company's results of operations.
POTENTIAL FLUCTUATIONS IN OPERATING RESULTS
The Company's operating results are affected by a number of factors,
including the mix of turnkey and consignment projects, capacity utilization,
price competition, the degree of automation that can be used in the assembly
process, the efficiencies that can be achieved by the Company in managing
inventories and fixed assets, the timing of orders from major customers,
fluctuations in demand for customer products, the timing of expenditures in
anticipation of increased sales, customer product delivery requirements and
increased costs and shortages of components or labor. The Company's turnkey
manufacturing, which typically results in higher net sales and gross profits but
lower gross profit margins than assembly and testing services, represents a
substantial percentage of net sales. All of these factors can cause fluctuations
in the Company's operating results.
COMPETITION
The electronics assembly and manufacturing industry is comprised of a large
number of companies, several of which have achieved substantial market share.
The Company also faces competition from current and prospective customers which
evaluate Solectron's capabilities against the merits of manufacturing products
internally. Solectron competes with different companies depending on the type of
service or geographic area. Certain of the Company's competitors have broader
geographic
5
<PAGE>
breadth. They also may have greater manufacturing, financial, research and
development and marketing resources than the Company. The Company believes that
the primary basis of competition in its targeted markets is manufacturing
technology, quality, responsiveness, the provision of value-added services and
price. To be competitive, the Company must provide technologically advanced
manufacturing services, high product quality levels, flexible delivery schedules
and reliable delivery of finished products on a timely and price competitive
basis. The Company currently may be at a competitive disadvantage as to price
when compared to manufacturers with lower cost structures, particularly with
respect to manufacturers with established facilities where labor costs are
lower.
INTELLECTUAL PROPERTY PROTECTION
The Company's ability to compete may be affected by its ability to protect
its proprietary information. The Company obtained a limited number of U.S.
patents in 1995 related to the process and equipment used in its surface mount
technology. The Company believes these patents are valuable. However, there can
be no assurance these patents will provide meaningful protection for the
Company's manufacturing process and equipment innovations.
There can be no assurance that third parties will not assert infringement
claims against the Company or its customers in the future. In the event a third
party does assert an infringement claim, the Company may be required to expend
significant resources to develop a noninfringing manufacturing process or to
obtain licenses to the manufacturing process which is the subject of litigation.
There can be no assurance that the Company would be successful in such
development or that any such licenses would be available on commercially
acceptable terms, if at all. In addition, such litigation could be lengthy and
costly and could have a materially adverse effect on the Company's financial
condition regardless of the outcome of such litigation.
ENVIRONMENTAL COMPLIANCE
The Company is subject to a variety of environmental regulations relating to
the use, storage, discharge and disposal of hazardous chemicals used during its
manufacturing process. Any failure by the Company to comply with present and
future regulations could subject it to future liabilities or the suspension of
production. In addition, such regulations could restrict the Company's ability
to expand its facilities or could require the Company to acquire costly
equipment or to incur other significant expenses to comply with environmental
regulations.
DEPENDENCE ON KEY PERSONNEL AND SKILLED EMPLOYEES
The Company's continued success depends to a large extent upon the efforts
and abilities of key managerial and technical employees. The loss of services of
certain key personnel could have a materially adverse effect on the Company. The
Company's business also depends upon its ability to continue to attract and
retain senior managers and skilled employees. Failure to do so could adversely
affect the Company's operations.
POSSIBLE VOLATILITY OF MARKET PRICE OF COMMON STOCK
The trading price of the Common Stock is subject to significant fluctuations
in response to variations in quarterly operating results, general conditions in
the electronics industry and other factors. In addition, the stock market is
subject to price and volume fluctuations which affect the market price for many
high technology companies in particular, and which often are unrelated to
operating performance.
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION
The Selling Shareholders are those individuals and entities who will from
time to time hold the Shares. The Notes are convertible at any time after April
22, 1996 through the close of business on March 1, 2006, subject to prior
redemption, into shares of Common Stock at a conversion price of $67.61 per
share, subject to adjustment under certain circumstances specified in the
Indenture.
6
<PAGE>
Accordingly, the number of shares of Common Stock issuable upon conversion of
the Notes may change. As of the date of this Prospectus, the aggregate principal
amount of Notes outstanding is $230,000,000, which may be converted into
3,401,864 shares of Common Stock.
Pursuant to a Registration Rights Agreement dated February 15, 1996 (the
"Registration Rights Agreement") between the Company and the initial purchasers
named therein entered into in connection with the Note Offering, the Company has
filed with the Commission under the Securities Act a Registration Statement on
Form S-3, of which this Prospectus forms a part, with respect to the resale of
the Shares from time to time and has agreed to use its reasonable efforts to
keep such Registration Statement effective until the earlier of (i) February 22,
1999 or (ii) such date as all of the Shares have been either resold pursuant to
the Registration Statement, resold to the public pursuant to Rule 144 of the
Securities Act or eligible for resale pursuant to Rule 144(k) of the Securities
Act. Pursuant to the Registration Rights Agreement, the Company may suspend the
use of this Prospectus for the sale of Shares under certain circumstances for up
to a period not to exceed thirty (30) days in any three month period or two
periods not to exceed an aggregate of 60 days in any 12 month period under
certain circumstances relating to pending corporate developments, public filings
with the Commission and similar events.
As of the date of this Prospectus, none of the Notes have been converted,
and as a result, the Company is not aware of any proposed Selling Shareholder.
Such Selling Shareholders will be qualified institutional buyers within the
meaning of Rule 144A, institutional accredited investors within the meaning of
Rule 501 of the Securities Act or non-U.S. persons within the meaning of
Regulation S under the Securities Act. Prior to any use of this Prospectus for
resale of the Shares registered herein, this Prospectus will be amended or
supplemented to set forth the name of the Selling Shareholder, the number of
Shares beneficially owned by such Selling Shareholder, and the number of Shares
to be offered for resale by such Selling Shareholder. The supplemented or
amended Prospectus will also disclose whether such Selling Shareholder has held
any position or office with, been employed by or otherwise had a material
relationship with, the Company or any of its affiliates during the three years
prior to the date of the supplemented or amended Prospectus.
Each of the Selling Shareholders will act independently of the Company in
making decisions with respect to the timing, manner and size of each sale. The
Selling Shareholder may choose to sell Shares from time to time at market prices
prevailing at the time of the sale, at prices related to the then prevailing
market prices or in negotiated transactions, including pursuant to an
underwritten offering or pursuant to one or more of the following methods: (a)
block trades in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction, (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this Prospectus,
and (c) ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
In connection with the sale of Shares, Selling Shareholders may engage
broker-dealers who in turn may arrange for other broker-dealers to participate.
Broker-dealers may receive commissions or discounts from the Selling
Shareholders in amounts to be negotiated immediately prior to the sale. In
addition, underwriters or agents may receive compensation from the Selling
Shareholders or from purchasers of the Shares for whom they may act as agents,
in the form of discounts, concessions or commissions. Underwriters may sell
Shares to or through dealers, such dealers may receive compensation in the form
of discounts, concessions or commissions from the underwriters or commissions
from the purchasers for whom they act as agents. Underwriters, dealers and
agents that participate in the distribution of Shares may be deemed to be
underwriters and any discounts or commissions received by them from the Selling
Shareholders and any profit on the resale of Shares by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation received from
the Selling Shareholders will be described, in the applicable Prospectus
supplement.
7
<PAGE>
The Company and the Selling Shareholders have agreed to indemnify each other
against certain liabilities arising under the Securities Act. The Company has
agreed to pay all expenses incident to the offer and sale of the Shares by the
Selling Shareholders to the public, other than selling expenses incurred by the
Selling Shareholder and registration expenses to the extent that the Company is
prohibited from paying for such expenses on behalf of the Selling Shareholders
by applicable Blue Sky laws.
LEGAL MATTERS
The validity of the Common Stock being offered for sale hereby will be
passed upon for the Company by Wilson Sonsini Goodrich & Rosati, P.C., Palo
Alto, California.
EXPERTS
The consolidated financial statements and schedule of Solectron Corporation
and subsidiaries as of August 31, 1995 and 1994, and for each of the years in
the three-year period ended August 31, 1995, have been incorporated herein and
in the Registration Statement in reliance upon the report of KPMG Peat Marwick
LLP, independent auditors, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The financial statements of the Custom Manufacturing Services Business of
Texas Instruments Incorporated at December 31, 1995 and for the year then ended
appearing in this Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated by
reference elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
8
<PAGE>
SOLECTRON CORPORATION
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 OTHER EXPENSES OF REGISTRATION AND DISTRIBUTION.
The following table sets forth the estimated expenses of the Registrant in
connection with the offering described in this Registration Statement.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $ 79,311
Accountants' fees................................................ $ 10,000
Legal fees....................................................... $ 15,000
Miscellaneous.................................................... $ 4,689
---------
Total........................................................ $ 109,000
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---------
</TABLE>
ITEM 15 INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code authorizes a court to award,
or a corporation's Board of Directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933 (the "Securities Act"),
Article IV of Registrant's Articles of Incorporation and Article VIII of the
Registrant's Bylaws provide for indemnification of the directors, officers,
employees and other agents of the Registrant to the maximum extent permitted by
California law. In addition, Registrant has entered into Indemnification
Agreements with its officers and directors.
ITEM 16 EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -----------
<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the legality of the shares
of Common Stock being registered.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page II-3).
</TABLE>
ITEM 17 UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(a) 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 this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement;
(iii)
to include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
II-1
<PAGE>
provided, however, that the undertakings set forth in paragraph (i) and (ii)
above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in this Registration Statement.
(b) 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.
(c) 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.
2. 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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement 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. 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 foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange 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, 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Milpitas,
State of California on April 15, 1996.
SOLECTRON CORPORATION
By: /s/ SUSAN S. WANG
-----------------------------------
Susan S. Wang,
SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
POWER OF ATTORNEY
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Koichi Nishimura, Ph.D. and Susan S. Wang and
each of them, with full power to act without the other, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in this name, place and stead, in any and all
capacities (unless revoked in writing), to sign any and all amendments to the
Registrant's Form S-3 Registration Statement (including post-effective
amendments and registration statements filed pursuant to Rule 462), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting to such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might
and could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
<C> <S> <C>
/s/ CHARLES A.
DICKINSON
- ----------------------------------- Chairman of the Board April 15, 1996
Charles A. Dickinson
/s/ KOICHI
NISHIMURA President and Chief
- ----------------------------------- Executive Officer April 15, 1996
Koichi Nishimura, Ph.D.
/s/ SUSAN S.
WANG Senior Vice President and
- ----------------------------------- Chief Financial Officer April 15, 1996
Susan S. Wang
/s/ WINSTON H.
CHEN
- ----------------------------------- Director April 15, 1996
Winston H. Chen, Ph.D.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
<C> <S> <C>
/s/ RICHARD A.
D'AMORE
- ----------------------------------- Director April 15, 1996
Richard A. D'Amore
/s/ HEINZ
FRIDRICH
- ----------------------------------- Director April 15, 1996
Heinz Fridrich
/s/ KENNETH E.
HAUGHTON
- ----------------------------------- Director April 15, 1996
Kenneth E. Haughton, Ph.D.
/s/ PAUL R.
LOW
- ----------------------------------- Director April 15, 1996
Paul R. Low, Ph.D.
/s/ W. FERRELL
SANDERS
- ----------------------------------- Director April 15, 1996
W. Ferrell Sanders
/s/ OSAMU
YAMADA
- ----------------------------------- Director April 15, 1996
Osamu Yamada
</TABLE>
II-4
<PAGE>
SOLECTRON CORPORATION
REGISTRATION STATEMENT ON FORM S-3
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ----------- ------------------------------------------------------------------------------------------- ---------------
<C> <S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the legality
of the shares of Common Stock being registered............................................
23.1 Consent of KPMG Peat Marwick LLP, independent auditors
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Counsel (contained in Exhibit 5.1 above)........................................
24.1 Power of Attorney (see page II-3)..........................................................
</TABLE>
II-5
<PAGE>
EXHIBIT 5.1
Solectron Corporation
777 Gibraltar Drive
Milpitas, CA 95035
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed with the
Securities and Exchange Commission (the "Registration Statement"), in connection
with the registration under the Securities Act of 1933, as amended, of 3,401,864
shares of Common Stock, no par value, of Solectron Corporation (the "Shares").
The Shares are issuable upon conversion of the Company's 6% Convertible
Subordinated Note due 2006 (the "Notes"). As your counsel, we have examined the
proceedings proposed to be taken in connection with the issuance of the Shares
upon the conversion of the Notes.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares upon due and proper conversion of the Notes in accordance with their
terms, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states, where required, the Shares, when issued and sold in the
manner referred to in the Registration Statement, will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
/s/ WILSON, SONSINI, GOODRICH & ROSATI
--------------------------------------
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS
The Board of Directors
Solectron Corporation
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK LLP
--------------------------------------
KPMG Peat Marwick LLP
San Jose, California
April 12, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 1, 1996, with respect to the financial
statements of the Custom Manufacturing Services Business of Texas Instruments
Incorporated by reference in the Registration Statement (Form S-3) of Solectron
Corporation for the registration of 3,401,864 shares of its Common Stock.
/s/ ERNST & YOUNG LLP
--------------------------------------
ERNST & YOUNG LLP
Dallas, Texas
April 11, 1996
