<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2000
REGISTRATION STATEMENT 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)
<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)
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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>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM 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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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value..... 1,818,086 $40.25 $73,177,961.50 $19,319
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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 June 23, 2000, 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
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 IS NOT PERMITTED.
Subject to completion, dated June 27, 2000
PROSPECTUS
[SOLECTRON LOGO]
1,818,086 SHARES OF COMMON STOCK
These shares of common stock are being sold by the selling stockholders
listed beginning on page 12. 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 June 26, 2000 was $41 5/16 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 , 2000
<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 Americom Wireless Services, Inc., or Americom, in April 2000.
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 registration rights provided to the selling stockholders,
Solectron agreed to keep this prospectus effective for 210 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 (OEMs) who design and sell networking equipment, workstations,
personal and notebook computers, computer peripherals, telecommunications
equipment or other electronic equipment. These OEMs include Cisco Systems, Inc.
(Cisco), Compaq Computer Corporation (Compaq), Ericsson Telecom AB (Ericsson),
Hewlett-Packard Company (HP), International Business Machines Corporation (IBM)
and Nortel Networks Limited (Nortel). These companies contract with us to build
their products for them or to obtain other related services from us.
We furnish integrated supply chain solutions that span the entire product
life cycle from technology solutions, to manufacturing and operations, to global
services. Our range of services includes:
- advanced building block design solutions;
- product design and manufacturing;
- new product introduction management;
- 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);
- systems assembly (for example, building complete systems such as mobile
telephones and testing them to ensure functionality);
- distribution;
- product repair; and
- warranty services.
Our performance of these services allows our customers to remain
competitive by focusing on their core competencies of sales, marketing, and
research and development. We have manufacturing facilities in the Americas,
Europe and Asia. This geographic presence gives our customers access to
manufacturing services in the locations where they need to be close to their
expanding markets for faster product delivery.
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 and our Internet address is www.solectron.com.
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RECENT DEVELOPMENTS
NORTEL NETWORKS ACQUISITION
On June 5, 2000, we acquired the assets at four Nortel manufacturing
facilities which provide new product introduction, printed circuit board and
telephone set assembly services in North America and Asia. We are also
discussing with Nortel additional agreements and the divestiture or outsourcing
of some manufacturing and repair operations in Europe and Asia. Under the terms
of the agreement, and the proposed agreements, we will pay approximately $900
million to assume the operations contemplated in these agreements. We also
agreed to enter into a multi-year supply agreement with revenues in excess of
$10 billion, with the option to renew. We will provide New Product Introduction
(NPI) prototyping, manufacturing and repair services for Nortel optical,
carrier, enterprise and wireless products.
As a result of the agreement for North America and Asia, we will be gaining
NPI prototyping and manufacturing capabilities in Calgary, Canada and Raleigh,
North Carolina; and manufacturing capabilities in Monterrey, Mexico and
Istanbul, Turkey. Under the terms proposed in Europe, we would acquire NPI
prototyping and manufacturing operations in Monkstown, Northern Ireland and
manufacturing and repair capabilities in Cwmcarn, Wales. In addition, we have
submitted an offer to acquire the printed circuit board and telephone set assets
of Matra-Nortel Communications S.A.S. in Pont de Buis and Douarnenez, France.
In addition, we will be transferring other Nortel products to our locations
to align our supply chain with Nortel cost-to-market and time-to-market
strategies. The pending transactions are subject to customary conditions,
regulatory approvals and the employee consultation process in Europe. It is
expected that the transactions in Europe and Asia will be closed in the third
quarter of calendar year 2000.
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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 NET SALES COMES FROM A SMALL NUMBER OF CUSTOMERS; IF WE LOSE
ANY OF THESE CUSTOMERS, OUR NET SALES COULD DECLINE SIGNIFICANTLY.
A majority of our annual net sales comes from a small number of our
customers. Our ten largest customers accounted for approximately 71% of net
sales in the first half of fiscal 2000 and approximately 75%, 68%, and 63% of
net sales in fiscal 1999, 1998 and 1997, respectively. Since we are dependent
upon continued net sales from our ten largest customers, any material delay,
cancellation or reduction of orders from these or other major customers could
cause our net sales to decline significantly. Some of these customers
individually account for more than ten percent of our annual net sales. We
cannot guarantee that we will be able to retain any of our ten largest customers
or any other accounts. In addition, our customers may materially reduce the
level 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. Moreover, our business, financial condition and
results of operations will continue to depend in significant part on our ability
to obtain orders from new customers, as well as on the financial condition and
success of our customers. Therefore, any adverse factors affecting any of our
customers or their customers could have a material adverse effect on our
business, financial condition and results of operations.
OUR LONG-TERM CONTRACTS DO NOT INCLUDE MINIMUM PURCHASE REQUIREMENTS.
Although we have long-term contracts with a few of our top ten customers,
including Ericsson, IBM Corporation and Nortel under which these customers are
obligated to obtain services from us, they are not obligated to purchase any
minimum amount of services. As a result, we cannot guarantee that we will
receive any net sales from these contracts. In addition, these customers with
whom we have long-term contracts may materially reduce the level of services
ordered at any time. This could cause a significant decline in our net sales,
and we may not be able to reduce our accompanying expenses at the same time.
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, high velocity and low complexity PCB and systems
assembly services have lower gross margins than low volume/complex PCB
and systems 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 varies, depending upon the complexity of the product being
made;
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- Our ability to optimize the ordering of inventory as to timing and amount
to avoid holding inventory in excess of immediate production needs;
- Fluctuations in demand for our services or the products being
manufactured;
- Timing of expenditures in anticipation of increased sales;
- Cyclicality in our target markets; and
- Expenses associated with acquisitions.
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 harmed.
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 net sales is to companies 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, our customers' products could become obsolete and the
demand for our services could decline significantly. If we are unable to offer
technologically advanced, cost effective, quick response manufacturing services
to customers, demand for our services will also decline. In addition, a
substantial portion of our net sales 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 net sales would
significantly decline.
For our technology solutions business, we have experienced, and may in the
future experience, delays from time to time in the development and introduction
of new products. Moreover, we cannot assure that we will be successful in
selecting, developing, manufacturing and marketing new products or enhancements.
We cannot assure that defects or errors will not be found in our products after
commencement of commercial shipments, which could result in the delay in market
acceptance of such products. The inability to introduce new products or
enhancements could harm our business, financial condition and results of
operations.
WE ARE DEPENDENT ON LIMITED OR SOLE SOURCE OF SUPPLIERS FOR CRITICAL COMPONENTS.
THE INABILITY TO OBTAIN SUFFICIENT COMPONENTS AS REQUIRED WOULD CAUSE SALES
REDUCTIONS.
We are dependent on certain suppliers, including limited and sole source
suppliers, to provide key components used in our products. We have experienced
and may continue to experience delays in component deliveries which could cause
delays in product shipments and require the redesign of certain products. Also
for our technology solutions business, we are dependent upon certain limited or
sole source suppliers for critical components used for our memory module,
communications card and embedded computer products. The electronics industry has
experienced in the past, and may experience in the future, shortages in
semiconductor devices, including DRAM, SRAM, Flash memory, tantalum capacitors
and other commodities that may be caused by such conditions as overall market
demand surges or supplier production capacity constraints. Except for certain
commodity parts, we generally have no written agreements with our suppliers. We
cannot assure that we will receive adequate component supplies on a timely basis
in the future. The inability to continue to obtain sufficient components as
required, or to develop alternative sources if required, could cause delays,
disruptions or reductions in product shipments or require product redesigns
which could damage relationships with current or prospective customers, thereby
causing sales reductions.
WE POTENTIALLY 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 customers is
purchasing electronics components used in the manufacturing of the customers'
products. As a result of this service, we potentially bear the risk of price
increases for these
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components because we are unable to purchase components at the pricing level
anticipated to support the margins assumed in our agreements with our customers.
OUR NET SALES COULD DECLINE IF OUR COMPETITORS PROVIDE COMPARABLE MANUFACTURING
SERVICES AND IMPROVED PRODUCTS 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. The memory
module, communications card and embedded computer subsystem industries are also
intensely competitive. These competitors may have greater manufacturing,
financial, R&D 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 those
competitors may have lower cost structures as a result of their geographic
location or the services they provide. Our inability to provide comparable or
better manufacturing services at a lower cost than our competitors could cause
our net sales to decline. We also expect our competitors to continue to improve
the performance of their current products or services, to reduce their current
products or service sales prices and to introduce new products or services that
may offer greater performance and improved pricing. Any of these could cause a
decline in sales, loss of market acceptance of our products or services, or
profit margin compression.
WE ARE DEPENDENT ON THE MEMORY MODULE PRODUCT MARKET.
A substantial majority of our technology solutions business' net sales is
derived from memory modular products. The market for these products is
characterized by frequent transitions in which products rapidly incorporate new
features and performance standards. A failure to develop products with required
feature sets or performance standards or a delay as short as a few months in
bringing a new product to market could reduce our net sales which may have a
material adverse effect on our business, financial condition and results of
operations. In addition, the market for semiconductor memory devices has been
cyclical. The industry has experienced significant economic downturns at various
times, characterized by diminished product demand, accelerated erosion of
average selling prices and excess production. In the past, there were
significant declines in the prices for DRAM, SRAM and Flash. Such occurrences
will reduce our profit.
WE ARE DEPENDENT ON THE CONTINUING TREND OF OUTSOURCING BY OEM'S.
A substantial factor in our revenue growth is attributable to the transfer
of manufacturing and supply base management activities from our OEM customers.
Future growth is partially dependent on new outsourcing opportunities. To the
extent that these opportunities are not available, our future growth would be
unfavorably impacted. These outsourcing opportunities may include the transfer
of assets such as facilities, equipment and inventory.
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 many years. 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
Taipei, Taiwan, Tel Aviv, Israel, and Norrkoping and Stockholm, Sweden, and
commenced manufacturing operations in Guadalajara, Mexico, Suzhou, China, and
Timisoara, Romania. Also in fiscal 1998, we acquired foreign facilities in Sao
Paulo, Brazil, and Dublin, Ireland. Furthermore, through acquisitions in fiscal
1998 and 1999, we acquired facilities in Columbia, South Carolina, Memphis,
Tennessee, and San Jose, California and enhanced our capabilities in Charlotte,
North Carolina, Austin, Texas, and Milpitas, California.
During October and November of 1999, we entered into an agreement to
acquire the asset of IBM's Netfinity server operations in Greenock, Scotland,
and acquired IBM Canada's NULOGIX Technical Services, Inc. subsidiary in
Vaughan, Canada, in its entirety. Also in October 1999, we signed a definitive
agreement with Acer, Inc. (Acer), a core unit of the Acer Group, the world's
third largest PC manufacturer, to form a strategic alliance to provide global
design, manufacturing and service solutions for OEM branded
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personal computers, servers and workstations. On November 30, 1999, we completed
the acquisition of SMART Modular Technologies, Inc. which was accounted for as a
pooling of interests. In addition, we are benefiting from the business purchase
transaction of Compaq Computer Corporation's embedded and real time product
business in Fremont, California and Scotland by SMART in August 1999.
On March 1, 2000, we acquired the complex systems manufacturing assets of
Ericsson's telecommunications infrastructure equipment operations in
Longuenesse, France, and Ostersund, Sweden. On March 31, 2000, we completed the
acquisition of Alcatel's manufacturing business in Aguadilla, Puerto Rico. On
April 6, 2000, we announced the completion of the acquisition of the
manufacturing assets of Premisys Communications, Inc., a wholly owned subsidiary
of Zhone Technologies, Inc.
On April 28, 2000 we acquired Americom Wireless Services, Inc., a privately
held corporation which specializes in wireless handset repair and refurbishment
and outsourced technical customer support services, in its entirety. On May 31,
2000 we signed a definitive agreement to acquire Blue Gum Group, an Electronic
Manufacturing Services provider in Australia and New Zealand. Also on May 31,
2000, we signed a definitive agreement to acquire IBM manufacturing operations
in Hortolandia, Sao Paulo state, Brazil.
On June 5, 2000, we acquired the assets at four Nortel manufacturing
facilities, located in Calgary, Canada; North Carolina; Monterey, Mexico; and
Cwmcarn, Wales. We are also discussing with Nortel the divestiture or
outsourcing of certain manufacturing and repair operations in France, Northern
Ireland and Turkey.
Since we have been significantly expanding our operations, our growth has
resulted in a significant increase in responsibility for existing management
which has placed, and may continue to place, a heavy strain on our personnel and
management, manufacturing and other resources. Our ability to manage the
expansion to date, as well as any future expansion, will require progressive
increases in manufacturing capacity, as well as enhancements or upgrades of
accounting and other internal management systems and the implementation of a
variety of procedures and controls. We cannot assure that significant problems
in these areas will not occur. Any failure to enhance or expand these systems
and implement such procedures and controls in an efficient manner and at a pace
consistent with our business activities could harm our financial condition and
results of operations. Also, in order to achieve anticipated revenue and other
financial performance targets, we will continue to be required to manage our
assets and operations efficiently. In addition, should we continue to expand
geographically, we may experience certain inefficiencies from the management of
geographically dispersed facilities.
As we manage and continue to expand new operations, we may incur
substantial infrastructure and working capital costs. If we do not achieve
sufficient growth to offset increased expenses associated with 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 manufacturing assets
and facilities from Ericsson, NCR, IBM, Mitsubishi and Trimble Navigation
Limited and acquired all of the capital stock of Sequel, Inc. During the first
half of fiscal 2000, we completed the asset acquisition of IBM's Netfinity
server operations in Greenock, Scotland, acquired IBM Canada's NULOGIX Technical
Services, Inc. subsidiary in Vaughan, Canada, in its entirety, and completed the
acquisition of SMART Modular Technologies, Inc. which was accounted for as a
pooling of interests. On March 1, 2000, we acquired the complex systems
manufacturing assets of Ericsson's telecommunications infrastructure equipment
operations in Longuenesse, France, and Ostersund, Sweden. On March 31, 2000, we
completed the acquisition of Alcatel's manufacturing business in Aguadilla,
Puerto Rico. On April 6, 2000, we announced the completion of acquisition for
the manufacturing assets of Premisys Communications, Inc., a wholly owned
subsidiary of Zhone Technologies, Inc. On April 28, 2000 we acquired Americom
Wireless Services, Inc., a privately held corporation which specializes in
wireless handset repair and refurbishment and outsourced technical customer
support services, in its entirety. On May 31, 2000 we signed a definitive
agreement to acquire Blue Gum Group, an Electronic Manufacturing Services
provider in Australia and New Zealand. Also on May 31, 2000, we signed a
definitive agreement to acquire IBM manufacturing operations in Hortolandia, Sao
Paulo state, Brazil. On June 5, 2000, we acquired
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the assets at four Nortel manufacturing facilities, located in Calgary, Canada;
North Carolina; Monterey, Mexico; and Cwmcarn, Wales.
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 recent acquisitions and pending acquisitions, as well as any future
acquisitions that we might pursue, or if we do not achieve sufficient revenue to
offset the increased expenses associated with these acquisitions.
THE ACQUISITION OF CERTAIN OF NORTEL NETWORKS' ASSETS MAY NOT OCCUR
While a definitive agreement for the acquisition of the assets in France,
Northern Ireland and Turkey has been signed, it contains certain conditions to
closing which, if not satisfied or waived, could allow a party to elect not to
consummate the acquisition of the assets in whole or in part. Thus there can be
no assurance that the acquisition will close as contemplated, if at all.
OUR NON-U.S. LOCATIONS ARE A SIGNIFICANT AND GROWING PORTION OF OUR NET SALES;
WE ARE INCREASINGLY EXPOSED TO RISKS ASSOCIATED WITH OPERATING INTERNATIONALLY.
In the first half of fiscal 2000, approximately 40% of net sales came from
sites outside the United States, while approximately 36% of net sales came from
sites outside the United States in fiscal 1999. As a result of our foreign sales
and facilities, our operations are subject to a variety of risks that are unique
to international operations, including the following:
- Adverse movement of foreign currencies against the U.S. dollar in which
our results are reported;
- Import and export duties, and value added taxes;
- 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 in emerging or
developing economies that have a potential for higher risk. The risks associated
with these economies include but are not limited to currency volatility, and
other economic or political risks. In the future, these factors may harm our
results of operations. Solectron locations in emerging or developing economies
include Mexico, Brazil, China, Malaysia and Romania. As of February 29, 2000, we
recorded $98.4 million in cumulative foreign exchange translation losses on our
balance sheet which was primarily due to the devaluation of the Brazilian real.
While, to date, these factors have not had a significant adverse impact on our
results of operations, we cannot assure 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, we
cannot assure that such measures will be adequate.
The Malaysian government adopted currency exchange controls, including
controls on its currency, the ringgit, held outside Malaysia, and established a
fixed exchange rate for the ringgit against the U.S. dollar. The fixed exchange
rate provides a stable rate environment when applied to local expenses
denominated in ringgit.
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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.
We have been granted a tax holiday which is effective through January 31,
2002, subject to some conditions, for our Malaysian sites. We have also been
granted various tax holidays in China. These tax holidays are effective for
various terms and are subject to some conditions. It is possible that the
current tax holidays will be terminated or modified or that future tax holidays
that we may seek will not be granted. If 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 non functional currencies. Corresponding
gains and losses on the underlying transaction generally offset the gains and
losses on these foreign currency hedges.
As of February 29, 2000, all of the foreign currency hedging contracts were
scheduled to mature in less than three months and there were no material
deferred gains or losses. In addition, our international operations in some
instances act as a natural hedge because both operating expenses and a portion
of sales are denominated in local currency. In these instances, including our
current 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.
We have currency exposures arising from both sales and purchases
denominated in currencies other than the functional currency of our sites.
Fluctuations in the rate of exchange between the currency of the exposure and
the functional currency of our site could seriously harm our business, operating
results and financial condition. For example, if there is an increase in the
rate at which a foreign currency is exchanged for U.S. dollars, it will require
more of the foreign currency to equal a specified amount of U.S. dollars than
before the rate increase. In such cases, and if we price our products and
services in the foreign currency, we will receive less in U.S. dollars than we
did before the rate increase went into effect. If we price our products and
services in U.S. dollars and competitors price their products in local currency,
an increase in the relative strength of the U.S. dollar could result in our
prices being uncompetitive in markets where business is transacted in the local
currency.
WE ARE EXPOSED TO FLUCTUATIONS IN INTEREST RATES.
The primary objective of our investment activities is to preserve
principal, while at the same time, maximize 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 February 29, 2000, approximately 58% of our total portfolio
was scheduled to mature in less than six months. In addition, our investments
are diversified and of relatively short maturity. A hypothetical 10% increase in
interest rates would not have a material effect on our investment portfolios.
We have entered into an interest rate swap transaction under which we pay a
fixed rate of interest hedging against the variable interest rates charged by
the lessor for the facility lease at Milpitas, California. The interest rate
swap expires in the year 2002, which coincides with the maturity date of the
lease term. As we intend to hold the interest rate swap until the maturity date,
we are not subject to market risk. In fact, such interest rate swap has fixed
the interest rate for the facility lease, thus reducing interest rate risk.
Our long-term debt instruments are subject to fixed interest rates. In
addition, the amount of principal to be repaid at maturity is also fixed. In the
case of the convertible notes, such notes are based on fixed
9
<PAGE> 11
conversion ratios into common stock. Therefore, we are not exposed to variable
interest rates related to our long-term 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 number of patents and other
license rights. These patent and license rights may not provide meaningful
protection for our manufacturing processes and equipment innovations. On June
23, 1999, we were served, along with 87 other companies including SMART Modular
Technologies, Inc., as a defendant in a lawsuit brought by the Lemelson Medical,
Education & 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 do
not expect that this litigation will result in a material impact on our
financial condition or results of operations. In the semiconductor, computer,
telecommunications and networking industries, companies receive notices from
time to time alleging infringement of patents, copyrights, or other intellectual
property rights or others. We are currently being sued by a party who alleges
that certain of our technology solutions business' communications card products
have infringed and continue to infringe upon the party's intellectual property
rights. Moreover, we have been and may from time to time continue to be notified
of claims that we may be infringing patents, copyrights or other intellectual
property rights owned by other third parties. The current litigation or any
other litigation could result in substantial costs and diversion of resources
and could have a material adverse effect on our business, financial condition
and results of operations. 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 alternative or to obtain licenses. We may not be successful in
developing such an alternative or obtaining a license on reasonable terms, if at
all. In addition, any such litigation could be lengthy and costly and could harm
our financial condition.
FAILURE TO COMPLY WITH ENVIRONMENTAL REGULATIONS COULD HARM OUR BUSINESS.
As a company in the electronics manufacturing services industry, we are
subject to a variety of environmental regulations relating to the use, storage,
discharge and disposal of hazardous chemicals used during our manufacturing
process. Although we have never sustained any significant loss as a result of
non compliance 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 innovation or new services;
- Economic developments in the electronics industry as a whole;
- Political and economic developments in countries in which we have
operations; and
- General market conditions.
FAILURE TO RETAIN 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. Losing the services of key
personnel could harm us. Our business also depends upon our
10
<PAGE> 12
ability to continue to attract and retain senior managers and skilled
associates. Failure to do so could harm our operations.
OUR ANTI-TAKEOVER DEFENSE PROVISIONS MAY DETER POTENTIAL ACQUIRORS AND MAY
DEPRESS OUR STOCK PRICE.
Our certificate of incorporation and bylaws contain provisions that could
have the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of Solectron.
These provisions allow us to issue preferred stock with rights senior to those
of our common stock and impose various procedural and other requirements that
could make it more difficult for our stockholders to effect certain corporate
actions.
11
<PAGE> 13
SELLING STOCKHOLDERS
The selling stockholders listed below received their shares of Solectron
common stock in connection with the acquisition by Solectron of Americom,
whereby the selling stockholders exchanged their shares of Americom 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>
Bob Aumiller........................... 52,494 52,494 * *
Gary Gill.............................. 174,981 174,981 * *
Mike Gill.............................. 700,011 700,011 * *
Al Grimes.............................. 21,400 21,400 * *
Clark MacKenzie........................ 104,989 104,989 * *
Don McClure............................ 700,011 700,011 * *
Steve Nurnberg......................... 21,400 21,400 * *
Paul Shiah............................. 21,400 21,400 * *
Bruce Sidell........................... 21,400 21,400 * *
</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."
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
12
<PAGE> 14
- 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 us including restrictions contained in a registration rights agreement
between us and the selling stockholders. There can be no assurance that the
selling stockholders will sell all or any of the common stock.
We have agreed to keep this prospectus effective for 210 days after the
date of this prospectus. We intend 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.
We and the selling stockholders have agreed to customary indemnification
obligations with respect to the sale of the common stock by use of this
prospectus.
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, 1999 and 1998, and for each of the years in the three-year
period ended August 31, 1999, 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.
13
<PAGE> 15
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, any future filings made by
us with the Commission after the date of the initial Registration Statement and
prior to the effectiveness of the Registration Statement, 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, 1999.
- Quarterly Reports on Form 10-Q for the fiscal quarters ended November 30,
1999 and February 29, 2000.
- Current Reports on Form 8-K filed on December 9, 1999, April 4, 2000,
April 11, 2000 and May 16, 2000.
- 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.
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
Recent Developments............... 3
Risk Factors...................... 4
Selling Stockholders.............. 12
Plan of Distribution.............. 12
Legal Matters..................... 13
Experts........................... 13
Where You Can Find More
Information..................... 14
</TABLE>
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
1,818,086 SHARES
[SOLECTRON LOGO]
COMMON STOCK
------------------------
PROSPECTUS
------------------------
, 2000
---------------------------------------------------
---------------------------------------------------
<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....................................... $19,319
Legal fees and expenses.................................... $25,000
Accounting fees and expenses............................... $10,000
Miscellaneous expenses..................................... $20,681
-------
Total............................................ $75,000
=======
</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 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
II-1
<PAGE> 18
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 of initial filing
of the Registration Statement).
</TABLE>
---------------
* Incorporated by reference to Solectron's Form 10-Q for quarters ended
February 28, 1999 and February 29, 2000.
** Incorporated by reference to Solectron's Form 10-Q for the quarter ended
February 28, 1999.
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;
II-2
<PAGE> 19
(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.
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-3
<PAGE> 20
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 27th day of
June, 2000.
SOLECTRON CORPORATION
By: /s/ KOICHI NISHIMURA
------------------------------------
Koichi Nishimura
President, Chief Executive Officer
and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ KOICHI NISHIMURA President, Chief Executive Officer June 27, 2000
------------------------------------------------ and Chairman of the Board
Koichi Nishimura, Ph.D.
/s/ SUSAN S. WANG Chief Financial Officer (Principal June 27, 2000
------------------------------------------------ Financial and Accounting Officer),
Susan S. Wang Senior Vice President and Secretary
/s/ WINSTON H. CHEN Director June 27, 2000
------------------------------------------------
Winston H. Chen
/s/ RICHARD A. D'AMORE Director June 27, 2000
------------------------------------------------
Richard A. D'Amore
/s/ CHARLES A. DICKINSON Director June 27, 2000
------------------------------------------------
Charles A. Dickinson
/s/ PHILIP GERDINE Director June 27, 2000
------------------------------------------------
Philip Gerdine
/s/ HEINZ FRIDRICH Director June 27, 2000
------------------------------------------------
Heinz Fridrich
/s/ WILLIAM A. HASLER Director June 27, 2000
------------------------------------------------
William A. Hasler
/s/ KENNETH E. HAUGHTON, PH.D. Director June 27, 2000
------------------------------------------------
Kenneth E. Haughton, Ph.D.
/s/ PAUL R. LOW, PH.D. Director June 27, 2000
------------------------------------------------
Paul R. Low, Ph.D.
/s/ OSAMU YAMADA Director June 27, 2000
------------------------------------------------
Osamu Yamada
</TABLE>
II-4
<PAGE> 21
INDEX TO 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 of initial filing
of the Registration Statement).
</TABLE>
---------------
* Incorporated by reference to Solectron's Form 10-Q for quarters ended
February 28, 1999 and February 29, 2000.
** Incorporated by reference to Solectron's Form 10-Q for the quarter ended
February 28, 1999.
