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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1997
REGISTRATION NOS. 33-33461, 33-46686, 33-58580, 33-75270, 33-57575 AND 333-17643
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
SOLECTRON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-2447045
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
777 GIBRALTAR DRIVE
MILPITAS, CALIFORNIA 95035
(Address, including zip code, of principal executive offices)
EMPLOYEE STOCK PURCHASE PLAN
1983 INCENTIVE STOCK OPTION PLAN
1992 STOCK OPTION PLAN
FORCE COMPUTERS INC. 1984 INCENTIVE STOCK OPTION PLAN
FORCE COMPUTERS INC. 1994 STOCK OPTION PLAN
FORCE COMPUTERS INC. STOCK OPTION AGREEMENTS
(Full titles of the plans)
SUSAN WANG
SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND SECRETARY
SOLECTRON CORPORATION
777 GIBRALTAR DRIVE
MILPITAS, CALIFORNIA 95035
(408) 957-8500
(Name, address, and telephone number, including area code, of agent for
service)
Copy to:
STEVEN E. BOCHNER, ESQ.
CARMEN C. CHANG, ESQ.
SUSAN P. KRAUSE, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
See below.* N/A* N/A* N/A* N/A*
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* No additional securities are to be registered, and registration fees were
paid upon filing of the original Registration Statement Nos. 33- 33461,
33-46686, 33-58580, 33-75270, 33-57575 and 333-17643. Therefore, no
further registration fee is required.
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SOLECTRON CORPORATION
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENTS ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to certain
Registration Statements on Form S-8 (File Nos. 33-33461, 33-46686, 33-58580,
33-75270, 33-57575 and 333-17643) (the "Registration Statements") is being
filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the
"Act") by Solectron Corporation, a Delaware corporation ("Solectron Delaware"
or the "Company"), which is the successor to Solectron Corporation, a
California corporation ("Solectron California"), following a statutory merger
effective on February 25, 1997 (the "Merger") for the purpose of changing
Solectron California's state of incorporation. Prior to the Merger, Solectron
Delaware had no assets or liabilities other than nominal assets or liabilities.
In connection with the Merger, Solectron Delaware succeeded by operation of law
to all of the assets and liabilities of Solectron California. The Merger was
approved by the shareholders of Solectron California at a meeting for which
proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
Except as modified by this Amendment, Solectron Delaware, by virtue of
this Amendment, expressly adopts the Registration Statements as its own
registration statements for all purposes of the Act and the Exchange Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Amendment to the
Registration Statements the following documents and information heretofore
filed with the Securities and Exchange Commission (the "Commission"):
1. The Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996, filed pursuant to Section 13 of the Exchange Act.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended November 29, 1996, filed pursuant to Section 13 of the Exchange Act.
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B filed with the Commission on
February 25, 1997 pursuant to Section 12(g) of the Exchange Act.
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All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Amendment to the
Registration Statements, 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 herein and to be part hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain members of Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation, beneficially own 17,081 shares of the Company's Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except for
liability (i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Company believes that indemnification
under its Bylaws covers at least negligence and gross negligence on the part
of indemnified parties. The Company's Bylaws also permit the Company to secure
insurance on behalf of any officer, director, employee or other agent for any
liability arising out of his or her actions in such capacity, regardless of
whether the Company would have the power to indemnify him or her against such
liability under the General Corporation Law of Delaware. The Company currently
has secured such insurance on behalf of its officers and directors.
The Company has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Company's Bylaws.
Subject to certain conditions, these agreements, among other things, indemnify
the Company's directors and officers for certain expenses (including attorney's
fees), judgments, fines and settlement amounts incurred by any such person in
any action or proceeding, including any action by or in the right of the
Company, arising out of such person's services as a director or officer of the
Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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23.1 Consent of Independent Auditors.
23.7 Consent of Counsel.
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Item 9. UNDERTAKINGS
(a) 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 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the 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.
(c) 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 Delaware General Corporation Law, the
Certificate
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of Incorporation and the Bylaws of the registrant, Indemnification Agreements
entered into between the registrant and its officers and directors, 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 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 hereunder, 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, Solectron Corporation, a corporation organized and existing under
the laws of the State of Delaware, has duly caused this Post-Effective
Amendment No.1 to the Registration Statements on Form S-8 to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Milpitas,
State of California, on this 25th of February, 1997.
SOLECTRON CORPORATION
By: /s/ SUSAN WANG
-------------------------------------
Susan Wang,
Senior Vice President,
Chief Financial Officer and Secretary
By: /s/ WINSTON H. CHEN
-------------------------------------
Director
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration Statements on
Form S-8 has been signed by the following persons in the capacities and on the
dates indicated.
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SIGNATURE TITLE DATE
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President, Chief Executive Officer February 25, 1997
/s/ Koichi Nishimura* and Chairman of the Board
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Koichi Nishimura, Ph.D.
Senior Vice President, Chief February 25, 1997
/s/ Susan Wang Financial Officer and Secretary
--------------------------------------------------
Susan Wang
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SIGNATURE TITLE DATE
<S> <C> <C>
Director February 25, 1997
/s/ Winston H. Chen, Ph.D.
--------------------------------------------------
Winston H. Chen, Ph.D.
Director February 25, 1997
/s/ Richard A. D'Amore*
--------------------------------------------------
Richard A. D'Amore
/s/ Charles A. Dickinson* Director February 25, 1997
--------------------------------------------------
Charles A. Dickinson
/s/ Heinz Fridrich* Director February 25, 1997
--------------------------------------------------
Heinz Fridrich
/s/ Kenneth E. Haughton, Ph.D.* Director February 25, 1997
-------------------------------------------------
Kenneth E. Haughton, Ph.D.
/s/ Paul R. Low, Ph.D.* Director February 25, 1997
--------------------------------------------------
Paul R. Low, Ph.D.
/s/ W. Ferrell Sanders* Director February 25, 1997
--------------------------------------------------
W. Ferrell Sanders
/s/ Osamu Yamada* Director February 25, 1997
--------------------------------------------------
Osamu Yamada
* By: /s/ Susan Wang
---------------------------------------------
Susan Wang
Attorney-in-fact
or
* By: /s/ Winston H. Chen
--------------------------------------------
Winston H. Chen
Attorney-in-fact
</TABLE>
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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23.1 Consent of Independent Auditors.
23.7 Consent of Counsel.
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Solectron Corporation
We consent to the incorporation by reference herein and in the
registration statements (Nos. 33-33461, 33-46686, 33-58580, 33-75270, 33-57575
and 333-17643) on Form S-8 of Solectron Corporation of our report dated
September 13, 1996, relating to the consolidated balance sheets of Solectron
Corporation and subsidiaries as of August 31, 1996 and 1995 and the related
consolidated statements of income, shareholders' equity, and cash flows for
each of the years in the three-year period ended August 31, 1996, and the
related schedule, which report appears in the August 31, 1996, annual report on
Form 10-K of Solectron Corporation, filed with the Securities and Exchange
Commission.
KPMG PEAT MARWICK LLP
/s/ KPMG PEAT MARWICK LLP
San Jose, California
February 21, 1997
<PAGE> 1
Exhibit 23.7
February 25, 1997
Solectron Corporation
777 Gibraltar Corporation
Milpitas, California 95035
Re: Post-Effective Amendment No. 1 to Registration Statements on Form S-8
Ladies and Gentlemen:
We have examined the Post-Effective Amendment No. 1 to Registration
Statements on Form S-8 (File Nos. 33-33461, 33-46686, 33-58580, 33-75270,
33-57575 and 333-17643) (the "Amendment") to be filed by Solectron Corporation,
a Delaware corporation (the "Company"), with the Securities and Exchange
Commission on or about February 25, 1997 in connection with the reincorporation
of the Company into Delaware.
We hereby consent to the use of our name wherever appearing in the
Amendment.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
