SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) September 13, 1999
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SOLECTRON CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 1-11098 94-2447045
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 GIBRALTAR DRIVE, MILPITAS, CALIFORNIA 95035
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 957-8500
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On September 13, 1999, the Registrant issued a press release regarding the
completion of a definitive merger agreement with SMART Modular Technologies,
Inc. which included the following statements:
MILPITAS and FREMONT, California -- Solectron Corporation (NYSE: SLR), the
world's largest provider of customized electronics manufacturing solutions to
original equipment manufacturers (OEMs), and SMART Modular Technologies, Inc.
(NASDAQ: SMOD), a leading designer and manufacturer of memory modules and memory
cards, embedded computers and I/O products, today announced the completion of a
definitive merger agreement. The acquisition is another step in enabling
Solectron to expand its service capabilities and infrastructure as it continues
to transform itself into a global supply-chain facilitator.
The transaction is the largest in the electronics manufacturing services (EMS)
industry, valued at approximately US$2 billion based on the September 10, 1999,
closing price of Solectron common stock. Under the terms of the transaction,
shareholders of SMART will receive .51 shares of Solectron stock for each share
of SMART stock. Solectron will issue approximately 23.1 million shares of
Solectron common stock and assume all stock options held by SMART employees. The
transaction will be accounted for under the pooling of interests method and is
structured as a tax-free reorganization.
Under the terms of the agreement, SMART will operate as part of Solectron's
newly formed technology solutions business unit. The agreement is subject to
customary closing conditions, including shareholder approval. Ajay Shah, Lata
Krishnan and Mukesh Patel who collectively own approximately 35 percent of
SMART's outstanding shares have agreed to vote their shares in favor of the
merger. The transaction is expected to be accretive by approximately US$0.09 in
fiscal 2000 to Solectron before the transaction charges.
"A global supply-chain facilitator is structured to efficiently satisfy the
demands of the global market, which is made up of customers, suppliers and
Solectron," said Dr. Ko Nishimura, Solectron's chairman, president and CEO.
"Solectron's global supply-chain facilitator model is made up of business-unit
enterprises, consisting of highly efficient and cost effective technology,
materials, manufacturing and operations, and global services. All of these units
are integrated with effective supply-chain processes and systems to provide
real-time information internally between business units, and to the global
market. This will enable Solectron to respond with the most effective and
efficient supply-chain solutions from technology, through fulfillment and global
services for the time-dependent marketplace, where technology innovations
continue to shorten product life cycles."
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"Over our 11-year history, we have been able to create strong product offerings
and a differentiated outsourcing value proposition for our OEM customers in each
of our technology focus areas," said Ajay Shah, chairman, CEO and co-founder of
SMART Modular Technologies, Inc. "We are continuing to see increased customer
demands for complex manufacturing process capability for our new product
offerings within memory, data communications, and embedded boards and systems.
By joining forces with Solectron, it will allow us to focus on our products and
technology offerings while accelerating our growth by utilizing Solectron's
advanced manufacturing process strengths, operations capability and global
footprint. At the same time, we will be able to utilize our technical, sales,
marketing and design strengths to create an effective supply-chain process for
our customers."
"The acquisition will significantly enhance Solectron's current technology
capabilities," said Dr. Saeed Zohouri, Solectron's senior vice president and
chief operating officer. "Solectron intends to integrate SMART into its current
solutions offering by creating a technology solutions business unit that offers
unparalleled products and services for the world's leading electronics OEMs.
This business unit will be made up of Force Computers, SMART Modular
Technologies, Inc. and other design groups within Solectron."
With the addition of SMART, Solectron's newly formed technology solutions
business unit will provide a full range of value-added solutions across the
entire product life cycle. This includes building block technologies such as
memory modules; embedded board and systems solutions for telecommunications,
networking, industrial control and consumer applications; communications
solutions such as I/O, networking and wireless devices; and PC/server solutions
for servers, desktops and notebook applications.
Solectron's global manufacturing and operations business unit will continue to
provide a full range of custom design solutions including ASIC designs,
re-designs, "one-off's" and a full range of New Product Introduction (NPI)
services. Solectron's global network of NPI centers, located close to its
customers' design teams, will also continue to provide a full range of
pre-manufacturing services including component and concurrent engineering, test
development, prototypes, procurement and assembly.
At the completion of the transaction, Solectron will appoint Ajay Shah, 39, as
president and CEO of the newly formed technology solutions business unit,
reporting to Nishimura. Shah has more than 15 years of technology, marketing and
senior executive experience in the high-tech and electronics industry. Prior to
SMART, Shah held strategic marketing and management positions at Samsung
Semiconductor, Inc. and Advanced Micro Devices. Shah holds a bachelor's of
science degree in engineering, with a major in mechanical engineering from the
University of Baroda, India, and a master's of science degree in engineering
management from Stanford University.
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Solectron will be adding approximately 1,900 associates and 290,000 square feet
(26,941 square meters) of manufacturing capacity as a result of the transaction.
Solectron will be gaining a manufacturing presence in Aguada, Puerto Rico, and
additional manufacturing capacity through SMART's facilities in Fremont,
California; East Kilbride, Scotland; and Penang, Malaysia. In addition,
Solectron will gain design centers in Fremont, California; Bangalore, India;
Boston, Massachusetts; and Ayr, Scotland.
Merrill Lynch acted as financial advisor to Solectron. Morgan Stanley and
Warburg Dillon Reed acted as financial advisors to SMART.
This release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1993, as amended, and Section 21B of the Securities
Exchange Act of 1934, as amended, based on current expectations that involve a
number of risks and uncertainties. In particular, while the companies have
executed a definitive merger agreement, there is no assurance that the parties
will complete the transaction. In the event that the companies do not receive
the necessary government or shareholder approvals or fail to satisfy conditions
for closing, the transaction will terminate. Other potential risks that could
cause actual events to differ materially are included in Securities and Exchange
Commission filings, including Form 10-Ks and Form 10-Qs for Solectron
Corporation and SMART Modular Technologies, Inc., respectively.
About SMART
SMART Modular Technologies, Inc. is a leading independent manufacturer of
specialty and standard memory modules, Flash memory cards, high performance
embedded computer modules as well as I/O product solutions. SMART offers more
than 500 products to leading OEMs in the computer, networking and
telecommunications industries. SMART has manufacturing facilities in California,
Puerto Rico, Malaysia and Scotland; design centers in California, India,
Massachusetts and Scotland and sales offices worldwide. More information on
SMART can be obtained on the Internet at www.smartmodulartech.com.
About Solectron
Founded in 1977, Solectron Corporation (www.solectron.com) provides integrated
solutions that span the entire product life cycle - from pre-production planning
and design, to manufacturing, distribution, and end-of-life product service and
support - for the world's leading electronics OEMs. Solectron offers its
customers competitive outsourcing advantages such as access to advanced
manufacturing technologies, shortened product time-to-market, reduced cost of
production and more effective asset utilization.
The company has received more than 210 quality and service awards from its
customers in addition to the 1997 and 1991 Malcolm Baldrige National Quality
Awards. Solectron is the first company to win the Baldrige Award for
Manufacturing twice in the 11-year history of the national program. The company
has more than 37,000 associates in 23 manufacturing facilities worldwide with
more than 7 million square feet of capacity. Revenues for fiscal 1999, ended
August 31, were US$8.4 billion.
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SOLECTRON CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOLECTRON CORPORATION
(Registrant)
Date: September 17, 1999
/s/ Susan S. Wang
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Susan S. Wang
Senior Vice President, Chief
Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
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