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As filed with the Securities and Exchange Commission on July 20, 1999
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SOLECTRON CORPORATION
(Exact name of Registrant as specified in its charter)
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<S> <C>
DELAWARE 94-2447045
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
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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, CHIEF FINANCIAL
OFFICER AND SECRETARY
SOLECTRON CORPORATION
777 GIBRALTAR DRIVE
MILPITAS, CALIFORNIA 95035
(408) 957-8500
(Name, address, including zip code, and telephone number,
ncluding area code, of agent for service)
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Copies to:
STEVEN E. BOCHNER, ESQ.
JOHN A. FORE, ESQ.
WILSON SONSINI GOODRICH & ROSATI,
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(415) 493-9300
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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 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. [X] 333-69443
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF PROPOSED MAXIMUM OFFERING PRICE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1)(2) PER UNIT REGISTRATION FEE
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Common Stock, $0.001 par value............ -- -- --
Preferred Stock, $0.001 par value......... -- -- --
Debt Securities..................... -- -- --
Total............................... $1,200,000,000 100%(3) $55,600(4)
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(1) Or (i) if any debt securities are issued at an original issue discount,
such greater principal amount as shall result in an aggregate initial
offering price equal to the amount to be registered or (ii) if any debt
securities are issued with a principal amount denominated in a foreign
currency or composite currency, such principal amount as shall result in an
aggregate initial offering price equivalent thereto in United States
dollars at the time of initial offering.
(2) These figures are estimates made solely for the purpose of calculating the
registration fee pursuant to Rule 457(o). Exclusive of accrued interest, if
any, on the debt securities.
(3) The proposed maximum offering price per unit will be determined by us in
connection with the issuance of the Securities.
(4) This registration statement relates to the offering of Securities with a
proposed maximum offering price of $1,200,000,000. Of these Securities,
Securities with a proposed maximum offering price of $200,000,000 are
offered hereby, and Securities with a proposed maximum offering price of
$1,000,000,000 were previously registered on registration statement no.
333-69443, declared effective on June 11, 1999 by the Commission. Total
filing fees of $278,000 have previously been paid in respect of the
Securities registered pursuant to the referenced registration statement.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-3, REGISTRATION NUMBER 333-69443
We hereby incorporate by reference into this registration statement on Form
S-3 in its entirety the registration statement on Form S-3, registration number
333-69443, declared effective on June 11, 1999 by the Securities and Exchange
Commission, including each of the documents we filed with the Commission and
incorporated or were deemed to be incorporated by reference therein and all
exhibits thereto.
EXHIBITS
The following documents are filed as exhibits to this registration statement:
5.1 - Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1 - Consent of KPMG LLP, independent auditors
23.2 - Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milpitas, State of California, on July 20, 1999.
Solectron Corporation
By: /s/ Koichi Nishimura, Ph.D.
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Koichi Nishimura, Ph.D.
President, Chief Executive Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-3 has been signed by the following persons in the capacities
and on the dates indicated.
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NAME TITLE DATE
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/s/ Koichi Nishimura, Ph.D. President, Chief Executive Officer July 20, 1999
- ------------------------------- and Chairman of the Board
Koichi Nishimura, Ph.D.
/s/ Susan S. Wang Chief Financial Officer (Principal July 20, 1999
- ------------------------------- Financial and Accounting Officer),
Susan S. Wang Senior Vice President and Secretary
* Director July 20, 1999
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Winston H. Chen
* Director July 20, 1999
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Richard A. D'Amore
* Director July 20, 1999
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Charles A. Dickinson
* Director July 20, 1999
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Heinz Fridrich
* Director July 20, 1999
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Philip V. Gerdine, Ph.D.
* Director July 20, 1999
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William A. Hasler
* Director July 20, 1999
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Kenneth E. Haughton, Ph.D.
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II-1
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NAME TITLE DATE
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* Director July 20, 1999
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Paul R. Low, Ph.D.
* Director July 20, 1999
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Osamu Yamada
* By: /s/ Susan S. Wang
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Susan S. Wang, Attorney-in-Fact
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II-2
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT TITLE
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
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EXHIBIT 5.1
July 20, 1999
Solectron Corporation
777 Gibraltar Drive
Milpitas, CA 95035
RE: SOLECTRON CORPORATION -- REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement"), filed or to be filed by Solectron Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), of the Company's debt securities
(the "Debt Securities"), shares of the Company's Common Stock, $0.001 par value
per share (the "Common Stock"), and shares of the Company's Preferred Stock,
$0.001 par value per share (the "Preferred Stock"), with an aggregate offering
price of up to $1,200,000,000 or the equivalent thereof in one or more foreign
currencies or composite currencies, and for which a Registration Statement on
Form S-3 (No. 333-69443) was declared effective by the Securities and Exchange
Commission on June 11, 1999 in connection with the registration of such Debt
Securities, Common Stock and Preferred Stock with an aggregate offering price of
up to $1,000,000,000 or the equivalent thereof in one or more foreign currencies
or composite currencies. The Debt Securities, the Common Stock and the Preferred
Stock are to be sold from time to time as set forth in the Registration
Statement, the Prospectus contained therein (the "Prospectus") and the
supplements to the Prospectus (the "Prospectus Supplements"). The Debt
Securities may be either senior debt securities (the "Senior Debt Securities")
or subordinated debt securities (the "Subordinated Debt Securities").
The Senior Debt Securities are to be issued pursuant to a Senior Indenture,
which has been filed as an exhibit to the Registration Statement (the "Senior
Indenture"), to be entered into between the Company and State Street Bank and
Trust Company of California, N.A., as Trustee (the "Senior Trustee"). The
Subordinated Debt Securities are to be issued pursuant to a Subordinated
Indenture, which has been filed as an exhibit to the Registration Statement (the
"Subordinated Indenture", together with the Senior Indenture, the "Indentures"),
to be entered into between the Company and State Street Bank and Trust Company
of California, N.A., as Trustee (the "Subordinated Trustee"). The shares of
Common Stock are to be sold pursuant to an Underwriting Agreement (Common Stock)
(the "Common Stock Underwriting Agreement"), the shares of Preferred Stock are
to be sold pursuant to an Underwriting Agreement (Preferred Stock) (the
"Preferred Stock Underwriting Agreement"), and the Debt Securities are to be
sold pursuant to an Underwriting Agreement (Debt Securities) (the "Debt
Securities Underwriting Agreement") or an Underwriting Agreement (Convertible
Debt Securities) (the "Convertible
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Solectron Corporation
Registration Statement on Form S-3
July 20, 1999
Page 2
Debt Securities Underwriting Agreement"), in substantially the respective form
to be filed as exhibits to, or incorporated by reference in, the Registration
Statement. The Debt Securities are to be issued in the forms of Debt Securities
included in the Indentures filed as exhibits to the Registration Statement.
We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed (a) the authenticity of original documents and
the genuineness of all signatures, (b) the conformity to the originals of all
documents submitted to us as copies and (c) the truth, accuracy and completeness
of the information, representations and warranties contained in the records,
documents, instruments and certificates we have reviewed.
Based on such examination, we are of the opinion that:
1. When the issuance of Senior Debt Securities has been duly authorized
by appropriate corporate action and the Senior Debt Securities, in the form
included in the Senior Indenture filed as an exhibit to the Registration
Statement, have been duly completed, executed, authenticated and delivered in
accordance with the Senior Indenture and sold pursuant to the Debt Securities
Underwriting Agreement or the Convertible Debt Securities Underwriting Agreement
and as described in the Registration Statement, any amendment thereto, the
Prospectus and any Prospectus Supplement relating thereto, the Senior Debt
Securities will be legal, valid and binding obligations of the Company, entitled
to the benefits of the Senior Indenture.
2. When the issuance of Subordinated Debt Securities has been duly
authorized by appropriate corporate action and the Subordinated Debt Securities,
in the form included in the Subordinated Indenture filed as an exhibit to the
Registration Statement, have been duly completed, executed, authenticated and
delivered in accordance with the Subordinated Indenture and sold pursuant to the
Debt Securities Underwriting Agreement or the Convertible Debt Securities
Underwriting Agreement and as described in the Registration Statement, any
amendment thereto, the Prospectus and any Prospectus Supplement relating
thereto, the Subordinated Debt Securities will be legal, valid and binding
obligations of the Company, entitled to the benefits of the Subordinated
Indenture.
3. When (i) the terms of any particular series of Preferred Stock have
been established in accordance with the resolutions of the Company's Board of
Directors authorizing the issuance and sale of such series of Preferred Stock,
(ii) a Certificate of Designation conforming to the Delaware General Corporation
Law regarding such series of Preferred Stock has been filed with the Secretary
of State of the State of Delaware, and (iii) shares of such series of Preferred
Stock have been issued, sold and delivered in accordance with the Preferred
Stock
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Solectron Corporation
Registration Statement on Form S-3
July 20, 1999
Page 3
Underwriting Agreement and as described in the Registration Statement, any
amendment thereto, the Prospectus and the Prospectus Supplement relating
thereto, and in accordance with the terms of the particular series as
established by the Company's Board of Directors, the shares of Preferred Stock
will be legally issued, fully paid and nonassessable.
4. When the issuance of the shares of Common Stock has been duly
authorized by appropriate corporate action, including any Common Stock that may
be issuable pursuant to the conversion of any Preferred Stock or Debt
Securities, and the shares of Common Stock have been duly issued, sold and
delivered in accordance the Common Stock Underwriting Agreement and as described
in the Registration Statement, any amendment thereto, the Prospectus and any
Prospectus Supplement relating thereto, the shares of Common Stock will be
legally issued, fully paid and nonassessable.
Our opinion that any document is legal, valid and binding is qualified as
to:
(a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the rights of creditors generally;
(b) rights to indemnification and contribution which may be limited
by applicable law or equitable principles; and
(c) general principles of equity, including without limitation,
concepts of materiality, reasonableness, good faith and fair dealing, and the
possible unavailability of specific performance or injunctive relief, and
limitation of rights of acceleration regardless of whether such enforceability
is considered in a proceeding in equity or at law.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and the use of our name wherever it
appears in the Registration Statement, the Prospectus, the Prospectus
Supplement, and in any amendment of supplement thereto. In giving such consent,
we do not believe that we are "experts" within the meaning of such term used in
the Act or the rules and regulations of the Securities and Exchange Commission
issued thereunder with respect to any part of the Registration Statement,
including this opinion as an exhibit or otherwise.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of
Solectron Corporation:
We consent to incorporation by reference in the registration statement on
Form S-3 dated July 20, 1999, which incorporates by reference a registration
statement on Form S-3 (No. 333-69443), 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 a) under the heading "Experts" in
the prospectus and, b) under the heading "Selected Consolidated Financial Data"
in the prospectus supplement.
/s/ KPMG LLP
Mountain View, California
July 20, 1999
