<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 1999
REGISTRATION STATEMENT NO. [ ]
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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>
DELAWARE 94-2447045
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ORGANIZATION)
</TABLE>
777 GIBRALTAR DRIVE
MILPITAS, CALIFORNIA 95035
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
-------------------------
SUSAN S. WANG
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
SOLECTRON CORPORATION
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
TELEPHONE: (650) 493-9300
FACSIMILE: (650) 461-5375
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be 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 (the "Securities Act"), 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>
<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, $0.001 par value... 224,219 $70.81 $15,876,947.39 $4,413.79
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee required
by Section 6(b) of the Securities Act and computed pursuant to Rule 457(c)
under the Securities Act based upon the average of the high and low prices
of the Common Stock of the Registrant on August 20, 1999, as reported on the
New York Stock Exchange.
-------------------------
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 WHICH 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 THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
SUBJECT TO COMPLETION, DATED AUGUST 26, 1999
PROSPECTUS
[LOGO]
224,219 SHARES OF COMMON STOCK
These shares of common stock are being sold by the selling stockholders
listed beginning on page 11. Solectron will not receive any proceeds from the
sale of these shares.
Solectron's common stock is traded on the New York Stock Exchange under the
symbol "SLR." The last reported sale price on August 25, 1999 was $78 1/16 per
share.
The common stock may be sold in transactions on the New York Stock Exchange
at market prices then prevailing, in negotiated transactions, or otherwise. See
"Plan of Distribution."
-------------------------
THIS OFFERING INVOLVES MATERIAL RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 4.
-------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. any representation to the contrary is a
criminal offense.
-------------------------
THE DATE OF THIS PROSPECTUS IS , 1999
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE PERMITTED.
<PAGE> 3
QUESTIONS AND ANSWERS ABOUT THIS OFFERING
Q. WHAT IS THE PURPOSE OF THIS OFFERING?
A. The purpose of this offering is to register the resale of common stock
received by the selling stockholders in connection with the acquisition by
Solectron of Sequel, Inc. in July 1999.
Q. ARE THE SELLING STOCKHOLDERS REQUIRED TO SELL THEIR SHARES OF SOLECTRON
COMMON STOCK?
A. No. The selling stockholders are not required to sell their shares of
common stock.
Q. HOW LONG WILL THE SELLING STOCKHOLDERS BE ABLE TO USE THIS PROSPECTUS?
A. Under the terms of a registration rights agreement, Solectron agreed to
keep this prospectus effective for 180 days after the date of this
prospectus. After that, the selling stockholders will no longer be able to
use this prospectus to sell their shares.
ABOUT SOLECTRON
Solectron provides electronics manufacturing services to original equipment
manufacturers who design and sell networking equipment, workstations, personal
and notebook computers, computer peripherals, telecommunications equipment or
other electronic equipment, including Hewlett-Packard Company, Cisco Systems,
Inc., International Business Machines Corporation, and Sun Microsystems, Inc.
These companies contract with Solectron to build their products for them or to
obtain other related services from Solectron.
Our range of services includes:
- product design,
- materials purchasing and management,
- prototyping,
- printed circuit board assembly (the process of placing components on an
electrical printed circuit board that controls the processing functions
of a personal computer or other electronic equipment),
- system assembly (for example, building complete systems such as mobile
telephones and testing them to ensure functionality),
- distribution,
- product repair, and
- warranty services.
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<PAGE> 4
Our performance of these services allows our customers to remain
competitive by focusing on their core competencies of sales, marketing and
research and development. Solectron has manufacturing sites in North and South
America, Europe and Asia, giving our customers access to manufacturing services
in the regions where they sell product.
We were originally incorporated in California in August 1977. In February
1997, we were reincorporated in Delaware. Our principal executive offices are
located at 777 Gibraltar Drive, Milpitas, California 95035. Our telephone number
is (408) 957-8500.
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<PAGE> 5
RISK FACTORS
This prospectus contains or incorporates by reference forward-looking
statements that involve risks and uncertainties. The statements contained or
incorporated by reference in this prospectus that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including, but not limited to, statements as to the future operating
results and business plans of the company, that involve risks and uncertainties.
These statements may be identified by the use of words such as "expects,"
"anticipates," "intends," "plans," and similar expressions. Our actual results
could differ materially from those discussed herein. You should carefully
consider the risks and uncertainties described below and the other information
in this prospectus and in any documents incorporated herein by reference, before
making an investment decision.
As used in this prospectus, the terms "we," "our," or "us" refer to
Solectron Corporation and not to the selling stockholders.
A MAJORITY OF OUR SALES COMES FROM A SMALL NUMBER OF CUSTOMERS; IF WE LOSE ANY
OF THESE CUSTOMERS, OUR SALES COULD DECLINE SIGNIFICANTLY.
The majority of our annual sales come from a small number of our customers.
Our 10 largest customers accounted for 68.7% of net sales in fiscal 1998, 65.5%
of net sales in fiscal 1997 and 64.0% of net sales in fiscal 1996. In the first
nine months of fiscal 1999, our 10 largest customers accounted for 73.8% of
consolidated net sales. Since we are dependent upon continued revenue from our
10 largest customers, any material delay, cancellation or reduction of orders
from these or other major customers could cause our sales to decline
significantly. Some of these customers individually account for more than 10% of
our annual net sales. Hewlett-Packard Company has historically been one of our
largest customers and sales to that corporation were 13.9% of net sales in
fiscal 1998, 13.5% of net sales in fiscal 1997 and 10.7% of net sales in fiscal
1996. Sales to Cisco Systems, Inc. and Sun Microsystems, Inc. were 10.7% and
10.5%, respectively, of total net sales in fiscal 1998. Sales to Nortel Networks
Inc., formerly Bay Networks, Inc., were 10.4% of total net sales in fiscal 1997.
There is no guarantee that we will be able to retain any of our 10 largest
customers or any other accounts. In addition, our customers may materially
reduce the levels of services ordered from us at any time. This could cause a
significant decline in our net sales and we may not be able to reduce the
accompanying expenses at the same time.
OUR LONG-TERM CONTRACTS DO NOT INCLUDE MINIMUM PURCHASE REQUIREMENTS.
Although we have long-term contracts with a few of our top 10 customers,
including Ericsson Telecom AB, NCR Corporation, and IBM, under which these
customers are obligated to obtain services from us, they are not obligated to
purchase any minimum amount of services from us. As a result, while we may have
some long-term contracts, there is no guarantee that we will receive any revenue
from these contracts. In addition, these customers with whom we have long-term
contracts may materially reduce the levels of services ordered from us at any
time. This could cause a significant decline in our net sales and we may not be
able to reduce the accompanying expenses at the same time.
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<PAGE> 6
POSSIBLE FLUCTUATION OF OPERATING RESULTS FROM QUARTER TO QUARTER COULD AFFECT
THE MARKET PRICE OF OUR COMMON STOCK.
Our quarterly earnings may fluctuate in the future due to a number of
factors including the following:
- Differences in the profitability of the types of manufacturing services
we provide (for example, systems assembly services have lower gross
margins than printed circuit board assembly services),
- Our ability to maximize the hours of use of our equipment and facilities
is dependent on the duration of the production run time for each job and
customer,
- The amount of automation that we can use in the manufacturing process for
cost reduction, which varies depending upon the complexity of the product
being made,
- Our ability to optimize the ordering of inventory as to timing and amount
to avoid holding inventory in excess of immediate production. (For
example, electronic components could be made obsolete by technological
advances), and
- Fluctuations in demand for our services or the products being
manufactured.
Therefore, our operating results in the future could be below the
expectations of securities analysts and investors. If this occurs, the market
price of our common stock could be materially and adversely affected.
WE ARE DEPENDENT UPON THE ELECTRONICS INDUSTRY WHICH CONTINUALLY PRODUCES
TECHNOLOGICALLY ADVANCED PRODUCTS WITH SHORT LIFE CYCLES; OUR INABILITY TO
CONTINUALLY MANUFACTURE SUCH PRODUCTS ON A COST-EFFECTIVE BASIS WOULD HARM OUR
BUSINESS.
A majority of our sales is to corporations in the electronics industry,
which is subject to rapid technological change and product obsolescence. If our
customers are unable to create products that keep pace with the changing
technological environment, their products could become obsolete and the demand
for our services could significantly decline. If we are unable to offer
technologically advanced, quick response manufacturing services to our customers
that are cost effective, our customers' demand for our services will also
decline. In addition, a substantial portion of our revenue is derived from our
ability to offer complete service solutions for our customers. For example, if
we fail to maintain high quality design and engineering services, our sales
would significantly decline.
WE BEAR THE RISK OF PRICE INCREASES ASSOCIATED WITH POTENTIAL SHORTAGES IN THE
AVAILABILITY OF ELECTRONICS COMPONENTS.
At various times, there have been shortages of components in the
electronics industry. One of the services that we perform for many of our
customers is purchasing electronics components used in the manufacturing of
their products. As a result of this service, we bear the risk of price increases
for these components because we are unable to purchase them at the same time
when we agree with our customers on the pricing for the electronic components
that we will use for manufacturing their products.
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<PAGE> 7
OUR SALES WILL DECLINE IF OUR COMPETITORS PROVIDE COMPARABLE MANUFACTURING
SERVICES AT A LOWER COST.
We compete with different contract manufacturers depending on the type of
service we provide or the geographic locale of our operations. These competitors
may have greater manufacturing, financial, research and development and/or
marketing resources than we have. In addition, we may not be able to offer
prices as low as some of our competitors because they may have lower cost
structures as a result of where they are located geographically or the services
they provide. Our inability to provide comparable or better manufacturing
services at a lower cost than our competitors could cause our sales to decline.
IF WE ARE UNABLE TO MANAGE OUR RAPID GROWTH AND ASSIMILATE NEW OPERATIONS IN A
COST-EFFECTIVE MANNER, OUR PROFITABILITY COULD DECLINE.
We have experienced rapid growth over our last five fiscal years, with net
sales increasing from $1.5 billion in fiscal 1994 to $5.3 billion in fiscal
1998. Solectron reported net sales of $6.0 billion for the first nine months of
fiscal 1999. Our historical growth may not continue. In recent years, we have
established operations in different places throughout the world. For example, in
fiscal 1998, we opened offices in Taiwan and Israel, commenced manufacturing
operations in Mexico and Romania and, in fiscal 1999, announced a joint venture
with Ingram Micro, Inc. In fiscal 1998, we acquired foreign facilities in
Brazil, Sweden and Ireland. Furthermore, through acquisitions in fiscal 1998 and
1999, we acquired facilities in Georgia and South Carolina and enhanced our
capabilities in North Carolina and Texas. In March 1999, we announced the
opening of the first phase of our new facility in Brazil.
As we manage and continue to expand our new operations, we may incur
substantial infrastructure and working capital costs. If we do not achieve
sufficient growth to offset increased expenses associated with our rapid
expansion, our profitability will decline.
WE NEED TO MANAGE INTEGRATION OF OUR ACQUISITIONS TO MAINTAIN PROFITABILITY.
In fiscal 1998 and 1999, we completed acquisitions of certain manufacturing
assets and facilities from Ericsson, NCR, IBM, Mitsubishi and Trimble Navigation
Limited, and acquired all of the capital stock of Sequel, Inc. We also continue
to evaluate acquisition opportunities and may pursue additional acquisitions
over time. These acquisitions involve risks, including:
- integration and management of the operations,
- retention of key personnel,
- integration of purchasing operations and information systems,
- management of an increasingly larger and more geographically disparate
business, and
- diversion of management's attention from other ongoing business concerns.
Our profitability will suffer if we are unable to successfully integrate
and manage our recent acquisitions, as well as any future acquisitions that we
might pursue, or if we do not
6
<PAGE> 8
achieve sufficient revenue to offset the increased expenses associated with
these acquisitions.
OUR INTERNATIONAL SALES ARE A SIGNIFICANT AND GROWING PORTION OF OUR REVENUES;
WE ARE INCREASINGLY EXPOSED TO UNIQUE RISKS ASSOCIATED WITH OPERATING
INTERNATIONALLY.
In fiscal 1998 approximately 34% of our sales came from outside of the
United States. For the first nine months of fiscal 1999, our international
locations contributed approximately 37% of consolidated net sales. As a result
of our foreign sales and facilities, our operations are subject to a variety of
risks that are unique to our international operations including the following:
- Adverse movement of foreign currencies against our U.S. dollar reporting
currency,
- Import and export duties, and value added taxes that we may have to
absorb,
- Import and export regulation changes that could erode our profit margins
or restrict exports,
- Potential restrictions on the transfer of funds,
- Inflexible employee contracts in the event of business downturns, and
- The burden and cost of compliance with foreign laws.
In addition, we have operations in several locations that have inflationary
economies or potentially volatile currencies, including Mexico, Brazil, China
and Romania. In the future, these factors may have a material adverse impact on
the results of our operations. The Southeast Asian, Latin American and Eastern
European markets are experiencing currency, economic and political instability.
As of May 31, 1999, we recorded a $64.9 million cumulative foreign exchange
translation adjustment on our balance sheet which was primarily the result of
the recent devaluation of the Brazilian Real. While, to date, these factors have
not had a significant adverse impact on our results of operations, there can be
no assurance that there will not be such an impact. Furthermore, while we may
adopt measures to reduce the impact of losses resulting from volatile currencies
and other risks of doing business abroad, no assurance may be given that such
measures will be adequate.
In early fiscal 1999, the Malaysian government adopted currency exchange
controls, including controls on ringgit held outside Malaysia, and established a
fixed exchange rate for the ringgit against the U.S. dollar. Solectron does not
hold ringgit outside of Malaysia and therefore will not be affected by these
controls. The fixed exchange rate, when applied to local expenses denominated in
ringgit, will result in higher expenses when translated to U.S. dollars.
However, such local expenses represent a small percentage of our total costs and
therefore Solectron's results of operations will not be significantly affected
in the near future. The long term impact of such controls is not predictable due
to dynamic economic conditions that also affect or are affected by other
regional or global economies.
Solectron has been granted a tax holiday for its Malaysia sites which is
effective through January 31, 2002, subject to certain conditions. We have also
been granted various tax holidays in China. These tax holidays are effective for
various terms and are subject to certain conditions. There is no assurance that
the current tax holidays will not be terminated or modified or that any future
tax holidays that we may seek will be granted. If
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<PAGE> 9
the current tax holidays are terminated or modified or if additional tax
holidays are not granted in the future, our effective income tax rate would
likely increase.
WE ARE EXPOSED TO FLUCTUATIONS IN THE EXCHANGE RATES OF FOREIGN CURRENCY.
We do not use derivative financial instruments for speculative purposes.
Our policy is to hedge our foreign currency denominated transactions in a manner
that substantially offsets the effects of changes in foreign currency exchange
rates. Presently, we use foreign currency borrowings and foreign currency
forward contracts to hedge only those currency exposures associated with certain
assets and liabilities denominated in nonfunctional currencies. Gains and losses
on these foreign currency hedges are generally offset by corresponding losses
and gains on the underlying transaction. At May 31, 1999, all of the foreign
currency hedging contracts mature in three months or less and there were no
material deferred gains or losses. In addition, our international operations in
some instances contain natural hedges because both operating expenses and a
portion of sales are denominated in local currency. In these instances,
including our recent experience involving the devaluation of the Brazilian Real,
although an unfavorable change in the exchange rate of a foreign currency
against the U.S. dollar will result in lower sales when translated to U.S.
dollars, operating expenses will also be lower in these circumstances. However,
because less than 10% of net sales are denominated in currencies other than the
U.S. dollar, we do not believe our total exposure to be significant.
We have a task force which is constantly evaluating the effects of the Euro
conversion on us. We do not believe that significant modifications of our
information technology systems are needed in order to handle Euro transactions
and reporting. We are in the process of evaluating our tax positions and all
outstanding contracts in currencies of the participating countries to determine
the effects, if any, of the Euro conversion. We do not expect the Euro
conversion to have a significant impact on our derivatives as we have already
modified our hedging policies to take the Euro conversion into account. While we
currently believe that the Euro conversion effects do not have a significant
adverse material effect on our business and operations, there can be no
assurances that such conversion will not have an adverse material effect on our
results of operations and financial position due to competitive and other
factors that may be affected by the conversion that cannot be predicted by us.
WE ARE EXPOSED TO FLUCTUATIONS IN INTEREST RATES.
The primary objective of our investment activities is to preserve principal
while at the same time maximizing yields without significantly increasing risk.
To achieve this objective, we maintain our portfolio of cash-equivalents and
short-term investments in a variety of securities, including both government and
corporate obligations, certificates of deposit and money market funds. As of May
31, 1999, approximately 64% of our portfolio matures in less than 6 months.
Because our investments are diversified and of relatively short maturity, a
hypothetical 10% increase in interest rates would not have a material effect on
our financial position.
In the first quarter of fiscal 1999, we entered into an interest rate swap
transaction under which we pay a fixed rate of interest to hedge against
variable interest rates charged by the lessor for the facility lease at
Milpitas, California. The interest rate swap expires in 2002 which coincides
with the maturity date of the lease term.
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Our debt instruments are subject to fixed interest rates and, in the case
of the convertible note, to fixed conversion ratios into our common stock. In
addition, the amount of principal to be repaid at maturity is also fixed.
Therefore, we are not subject to market risk from our debt instruments.
WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OR ENFORCE OUR INTELLECTUAL PROPERTY
RIGHTS AND WE COULD BECOME INVOLVED IN INTELLECTUAL PROPERTY DISPUTES.
Our ability to effectively compete may be affected by our ability to
protect our proprietary information. We hold a limited number of patents and
other license rights. These patent and license rights may not provide meaningful
protection for our manufacturing process and equipment innovations. On June 23,
1999, we were served, along with 87 other companies, as a defendant in a lawsuit
brought by the Lemelson Medical, Education and Research Foundation. The lawsuit
alleges that we have infringed certain of the plaintiff's patents relating to
machine vision and bar-code technology. We believe we have meritorious defenses
to these allegations and we do not expect that this litigation will have a
material adverse effect on us. In addition, in the future third parties may
assert infringement claims against us or our customers. In the event of an
infringement claim, we may be required to spend a significant amount of money to
develop a non-infringing manufacturing process or to obtain licenses. We may not
be successful in developing such a process or obtaining a license on reasonable
terms, if at all. In addition, any such litigation could be lengthy and costly
and could have a material adverse effect on our financial condition.
FAILURE TO COMPLY WITH ENVIRONMENTAL REGULATIONS COULD HARM OUR BUSINESS.
As a company in the contract manufacturing services industry, we are
subject to a variety of environmental regulations relating to the use, storage
and discharge and disposal of hazardous chemicals used during our manufacturing
process. Although we have never sustained any significant loss as a result of
noncompliance with such regulations, any failure by us to comply with
environmental laws and regulations could result in liabilities or the suspension
of production. In addition, these laws and regulations could restrict our
ability to expand our facilities or require us to acquire costly equipment or
incur other significant costs to comply with regulations.
OUR STOCK PRICE MAY BE VOLATILE DUE TO FACTORS OUTSIDE OF OUR CONTROL.
Our stock price could fluctuate due to the following factors, among others:
- Announcements of operating results and business conditions by our
customers,
- Announcements by our competitors relating to new customers or
technological innovations or new services,
- Economic developments in the electronics industry as a whole,
- Political and economic development of countries in which we have
operations, and
- General market conditions.
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FAILURE TO MAINTAIN KEY PERSONNEL AND SKILLED ASSOCIATES COULD HURT OUR
OPERATIONS.
Our continued success depends to a large extent upon the efforts and
abilities of key managerial and technical associates. The loss of services of
certain key personnel could have an adverse material effect on us. Solectron's
business also depends upon its ability to attract and retain senior managers and
skilled associates. Failure to do so could adversely affect our operations.
YEAR 2000 COMPLIANCE ISSUES COULD HARM OUR BUSINESS.
The Year 2000 issue is the result of computer programs written using two
digits rather than four to define the applicable year. Computer programs that
have this date-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, order
materials or otherwise engage in normal business activities.
A key to our ability to successfully manage our operations is the
responsiveness of the supply chain for electronics components. This supply chain
is often controlled by computer systems, which could fail. While we control some
of these systems, our vendors, our customers and service providers that are
outside of our control operate some of these computer systems as well. If the
computer systems within their control fail, this could delay our receipt of
previously-ordered electronics components thereby causing us to delay, cancel or
modify orders from our customers, which could harm our business.
We have developed a detailed contingency plan to handle Year 2000 problems,
however, such a contingency plan, regardless of how comprehensive, may still not
be successful in preventing a disruption of our operations. Although we have
extensively tested our equipment and interfaces with other companies, we cannot
be sure that this testing will fully replicate the actual situation when the
Year 2000 arrives.
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SELLING STOCKHOLDERS
The selling stockholders listed below received their shares of Solectron
common stock in connection with the acquisition by Solectron of Sequel, whereby
the selling stockholders exchanged their shares of Sequel for shares of
Solectron.
Except as described in the table, none of the selling stockholders has held
any position or office or had a material relationship with Solectron or any of
its affiliates within the past three years other than as a result of the
ownership of Solectron's common stock. The information is "as of" the date of
this prospectus but may be amended or supplemented after this date.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
SHARES WHICH MAY OWNED AFTER
BE SOLD PURSUANT OFFERING
TO THIS -------------------
SELLING STOCKHOLDER(1) OWNED(2) PROSPECTUS(3) NUMBER PERCENT
---------------------- -------- ---------------- ------- --------
<S> <C> <C> <C> <C>
ABS Capital Partners(4)........ 151,028 129,490 * *
D.G. Bannister................. 364 312 * *
Victor Bagoyado................ 2 2 * *
R.M. Berkeley.................. 114 98 * *
Paul P. Card, III.............. 986 986 * *
Frank W. DeSpain............... 329 329 * *
Donald Engler.................. 2 2 * *
Steven B. Greenberg............ 1,644 1,644 * *
Michael C. Haltom.............. 11,012 11,012 * *
T. R. Hitchner................. 91 78 * *
Donald C. Hubbard, Jr.......... 184 158 * *
Jason Johnston................. 2 2 * *
Steven R. Manning.............. 1,644 1,644 * *
Kenneth Mason.................. 2 2 * *
P.M. McGowan................... 184 158 * *
Norwest Equity Partners (5).... 91,233 78,222 * *
D.D. Notman Jr................. 91 78 * *
Brian Roachell................. 2 2 * *
</TABLE>
- -------------------------
* Less than 1%.
(1) Each selling stockholder listed herein shall include any pledge, donee,
transferee or other successor in interest that receives shares from such
selling stockholder as a gift, partnership distribution or other non-sale
related transfer from time to time on the New York Stock Exchange, in
privately negotiated transactions, or by a combination of such methods of
sale, at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices.
(2) Includes any shares as to which the individual has sole or shared voting
power or investment power and also any shares which the individual has the
right to acquire within 60 days of the date of this prospectus through the
exercise of any stock option or other right. Unless otherwise indicated in
the footnotes, each person has sole voting and investment power (or shares
such powers with his or her spouse) with respect to the shares shown as
beneficially owned.
(3) See "Plan of Distribution."
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(4) Certain shares held in the name of ABS Capital Partners may be distributed
to and sold by certain limited partners of ABS Capital Partners, each of
whom beneficially holds less than 1% of the outstanding shares of common
stock.
(5) Certain shares held in the name of Norwest Equity Partners may be
distributed to and sold by certain limited partners of Norwest Equity
Partners, each of whom beneficially holds less than 1% of the outstanding
shares of common stock.
PLAN OF DISTRIBUTION
The common stock covered by this prospectus may be offered and sold from
time to time by the selling stockholders, including in one or more of the
following transactions:
- on the New York Stock Exchange;
- in transactions other than on the New York Stock Exchange;
- in connection with short sales;
- by pledge to secure debts and other obligations;
- in connection with the writing of options, in hedge transactions, and in
settlement of other transactions in standardized or over-the-counter
options;
- in a combination of any of the above transactions; or
- pursuant to Rule 144, assuming the availability of an exemption from
registration.
The selling stockholders may sell their shares at market prices prevailing
at the time of sale, at prices related to prevailing market prices, at
negotiated prices, or at fixed prices.
Broker-dealers that are used to sell shares will either receive discounts
or commissions from the selling stockholders, or will receive commissions from
the purchasers for whom they acted as agents.
The sale of common stock by the selling stockholders is subject to
compliance by the selling stockholders with certain contractual restrictions
with Solectron including certain restrictions contained in a registration rights
agreement between Solectron and the selling stockholders. There can be no
assurance that the selling stockholders will sell all or any of the common
stock.
Solectron has agreed to keep this prospectus effective for 180 days after
the date of this prospectus. Solectron intends to deregister any of the common
stock not sold by the selling stockholders immediately after that date. However,
at that time, it is anticipated that any unsold common stock may be freely
tradable shortly thereafter in compliance with Rule 144 of the Securities Act.
Solectron and the selling stockholders have agreed to customary
indemnification obligations with respect to the sale of the common stock by use
of this prospectus.
12
<PAGE> 14
LEGAL MATTERS
Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California, has passed on the validity of the shares.
EXPERTS
The consolidated financial statements and schedule of Solectron Corporation
as of August 31, 1998 and 1997, and for each of the years in the three-year
period ended August 31, 1998, have been incorporated by reference herein and in
the registration statement in reliance upon the report of KPMG LLP, independent
auditors, incorporated by reference herein, and upon the authority of said firm
as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the
Commission, in accordance with the Securities Exchange Act of 1934. You may read
and copy our reports, proxy statements and other information filed by us at the
public reference facilities of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices; 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
materials can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the Commission at 1-800-SEC-0330 for further information about the public
reference rooms. Our reports, proxy statements and other information filed with
the Commission are available to the public over the Internet at the Commission's
World Wide Web site at http://www.sec.gov.
The Commission allows us to "incorporate by reference" the information we
filed with them, which means that we can disclose important information by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information that we file later
with the Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
by us with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act until our offering is complete.
- Annual Report on Form 10-K for the fiscal year ended August 31, 1998.
- Quarterly Reports on Form 10-Q for the fiscal quarters ended November 30,
1998, February 28, 1999 and May 31, 1999.
- Current Reports on Form 8-K filed on January 26, 1999, February 18, 1999
and July 30, 1999.
- The description of our common stock contained in our Registration
Statement on Form 8-A filed with the Commission on July 18, 1988, and any
amendment or report filed for the purpose of updating such description.
13
<PAGE> 15
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Susan S. Wang
Chief Financial Officer
Solectron Corporation
777 Gilbraltar Drive
Milpitas, California 95035
(408) 957-8500
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume the
information in this prospectus is accurate as of any date other than the date on
the front of those documents.
14
<PAGE> 16
- ------------------------------------------------------
- ------------------------------------------------------
No dealer is authorized in connection with any offering made by this
prospectus to give any information or to make any representations not contained
in this prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by Solectron, any selling
stockholder or by any other person. This prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities other than the
shares offered hereby, nor does it constitute an offer to sell or a solicitation
of an offer to buy any of the shares offered hereby to any person in any
jurisdiction in which it is unlawful to make such an offer or solicitation.
Neither the delivery of this prospectus nor any sale of or offer to sell the
shares made hereunder shall under any circumstances create any implication that
there has been no change in the affairs of Solectron since the date hereof or
that the information contained herein is correct as of any time subsequent to
the date hereof.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Questions and Answers About This
Offering.......................... 2
About Solectron..................... 2
Risk Factors........................ 4
Selling Stockholders................ 11
Plan of Distribution................ 12
Legal Matters....................... 13
Experts............................. 13
Where You Can Find More
Information....................... 13
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
224,219 SHARES
SOLECTRON CORPORATION
COMMON STOCK
--------------------
PROSPECTUS
--------------------
, 1999
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Solectron will pay all expenses incident to the offering and sale to the
public of the shares being registered other than any commissions and discounts
of underwriters, dealers or agents and any transfer taxes. Such expenses are set
forth in the following table. All of the amounts shown are estimates except the
SEC registration fee.
<TABLE>
<S> <C>
SEC registration fee.................................. $ 4,414
Legal fees and expenses............................... $15,000
Accounting fees and expenses.......................... $10,000
Miscellaneous expenses................................ $20,000
-------
Total....................................... $49,414
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
CERTIFICATE OF INCORPORATION
Article 11 of our Certificate of Incorporation provides that, to the
fullest extent permitted by Delaware law, as the same now exists or may
hereafter be amended, a director shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. 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:
- for any breach of their duty of loyalty to the corporation or its
stockholders,
- for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law,
- for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law, or
- for any transaction from which the director derived an improper personal
benefit.
BYLAWS
Article VI of our Bylaws provides that we:
- will indemnify each director and officer who is or was a director or
officer of the corporation, who is or was serving at the request of the
corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, or who was a director or
officer of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation, and
- may indemnify any person, other than directors and officers, who is or
was an employee or agent of the corporation, who is or was serving at the
request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or
who was an employee or agent of a corporation which was a predecessor
corporation of the corporation or of another enterprise at
II-1
<PAGE> 18
the request of such predecessor corporation against expenses, including
attorneys' fees, judgements, fines and other amounts actually and
reasonably incurred in connection with any proceeding.
Unless indemnification is mandated by law or the order, judgement or decree
of any court of competent jurisdiction, we shall not indemnify any person if
such indemnification
- would be inconsistent with a provision of our Certificate of
Incorporation, Bylaws, a resolution of the stockholders or an agreement
in effect at the time of the accrual of the alleged cause of action
asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification,
or
- would be inconsistent with any condition expressly imposed by a court in
approving a settlement.
Our Bylaws also permit us 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 Bylaws would permit
indemnification. We currently maintain liability insurance for our officers and
directors.
We have entered into agreements to indemnify our directors and officers, in
addition to the indemnification provided for in our Certificate of Incorporation
and Bylaws. These agreements, among other things, indemnify our directors and
officers for certain expenses, including attorney's fees, judgments, fines and
settlement amounts incurred by any such arising out of such person's services as
a director or officers of Solectron, any subsidiary of Solectron or any other
company or enterprise to which the person provides services at the request of
Solectron.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
4.1* Certificate of Incorporation.
4.2* Bylaws.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of KPMG LLP, independent auditors.
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-5).
</TABLE>
- -------------------------
* Filed with Solectron's Form 10-Q for the quarter ended February 28, 1999 filed
with the Commission on April 12, 1999, and incorporated by reference herein.
II-2
<PAGE> 19
ITEM 17. UNDERTAKINGS
A. Undertaking Pursuant to Rule 415
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:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(iii) 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;
(iv) provided, however, that clauses (a) and (b) do not apply if
the information required to be included in a post-effective amendment by
such clauses is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in the Registration
Statement.
(2) 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;
(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 this offering.
B. Undertaking Regarding Filings Incorporating Subsequent Exchange Act
Documents By Reference
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 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.
II-3
<PAGE> 20
C. Undertaking in Respect of Indemnification
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 SEC 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-4
<PAGE> 21
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-3 and 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 this 25th day of
August, 1999.
SOLECTRON CORPORATION
By: /s/ KOICHI NISHIMURA
-----------------------------------
Koichi Nishimura
President, Chief Executive Officer
and
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Koichi
Nishimura and Susan S. Wang, and each of them, as attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact, 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 or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully 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 below by the following persons on the
25th day of August, 1999, in the capacities indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ KOICHI NISHIMURA President, Chief Executive August 25, 1999
- ------------------------------------ Officer and Chairman of the
Koichi Nishimura, Ph.D. Board
/s/ SUSAN S. WANG Chief Financial Officer August 25, 1999
- ------------------------------------ (Principal Financial and
Susan S. Wang Accounting Officer), Senior
Vice President and Secretary
/s/ WINSTON H. CHEN Director August 25, 1999
- ------------------------------------
Winston H. Chen
/s/ RICHARD A. D'AMORE Director August 25, 1999
- ------------------------------------
Richard A. D'Amore
</TABLE>
II-5
<PAGE> 22
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ CHARLES A. DICKINSON Director August 25, 1999
- ------------------------------------
Charles A. Dickinson
/s/ WILLIAM A. HASLER Director August 25, 1999
- ------------------------------------
William A. Hasler
/s/ KENNETH E. HAUGHTON Director August 25, 1999
- ------------------------------------
Kenneth E. Haughton, Ph.D.
/s/ PAUL R. LOW Director August 25, 1999
- ------------------------------------
Paul R. Low, Ph.D.
</TABLE>
II-6
<PAGE> 23
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
4.1*.. Certificate of Incorporation.
4.2*.. Bylaws.
Opinion of Wilson Sonsini Goodrich & Rosati, Professional
5.1... Corporation.
23.1... Consent of KPMG LLP, independent auditors.
Consent of Wilson Sonsini Goodrich & Rosati, Professional
23.3... Corporation
(included in Exhibit 5.1).
24.1... Power of Attorney (included on page II-5).
</TABLE>
- -------------------------
* Filed with Solectron's Form 10-Q for the quarter ended February 28, 1999 filed
with the Commission on April 12, 1999, and incorporated by reference herein.
<PAGE> 1
EXHIBIT 5.1
August 26, 1999
Solectron Corporation
777 Gibraltar Drive
Milpitas, CA 95035
Re: Solectron Corporation -- Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed by you with
the Securities and Exchange Commission on or about August 26, 1999 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of a total of 224,219 shares of your Common
Stock, $.001 par value per share (the "Shares"). All of the Shares are issued
and outstanding and may be offered for sale for the benefit of the selling
stockholders named in the Registration Statement. We understand that the Shares
are to be sold from time to time on the New York Stock Exchange at prevailing
prices or as otherwise described in the Registration Statement. As legal
counsel for Solectron Corporation, we have examined the proceedings taken by
you in connection with the sale of the Shares.
It is our opinion that the Shares are 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 amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Solectron Corporation:
We consent to incorporation herein by reference of our report dated
September 14, 1998, relating to the consolidated balance sheets of Solectron
Corporation and subsidiaries as of August 31, 1998 and 1997, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the years in the three-year period ended August 31, 1998, and the related
schedule, which report appears in the August 31, 1998, annual report on Form
10-K of Solectron Corporation, and to the reference to our firm under the
heading "Experts" in the prospectus.
/s/ KPMG LLP
Mountain View, California
August 25, 1999
