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As filed with the Securities and Exchange Commission on November 3, 2000
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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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,
including area code, of agent for service)
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Copies to:
STEVEN E. BOCHNER, ESQ.
JOHN A. FORE, ESQ.
DANIEL J. WEISER, 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. [ ]
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] 333-34494
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............................... $533,808,400 100%(3) $140,926
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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.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-3, REGISTRATION NUMBER 333-34494
Solectron Corporation is filing this registration statement pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended. This
registration statement relates to the public offering of our debt and equity
securities contemplated by the registration statement on Form S-3 (Reg. No.
333-34494) filed by us with the Securities and Exchange Commission, which we
refer to in this document as the Commission, on April 11, 2000. Registration
statement 333-34494 was amended by amendment no. 1, filed on April 14, 2000.
Registration statement 333-34494 was declared effective on April 14, 2000.
We are filing this registration statement for the sole purpose of
increasing the aggregate amount of securities issuable by $533,808,400. The
contents of registration statement 333-34494, including each of the documents
we filed with the Commission and incorporated or that were deemed to be
incorporated by reference therein, and all exhibits thereto, and including
documents filed after the date hereof until our offering is complete, are
incorporated in this registration statement by reference.
We hereby certify that we have instructed our bank to transmit to the
Commission the applicable filing fee by a wire transfer from our account to the
Commission's account at Mellon Bank as soon as practicable, but no later than
the close of the next business day following the filing of this registration
statement. We further certify that we will not revoke the instructions to make
the wire transfer and that we have sufficient funds in our account to cover the
amount of the filing fee.
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 November 3,
2000.
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 November 3, 2000
------------------------------- and Chairman of the Board
Koichi Nishimura, Ph.D.
/s/ Susan S. Wang Chief Financial Officer (Principal November 3, 2000
------------------------------- Financial and Accounting Officer),
Susan S. Wang Senior Vice President and Secretary
* Director November 3, 2000
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Winston H. Chen
* Director November 3, 2000
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Richard A. D'Amore
* Director November 3, 2000
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Charles A. Dickinson
* Director November 3, 2000
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Heinz Fridrich
* Director November 3, 2000
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Philip V. Gerdine, Ph.D.
* Director November 3, 2000
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William A. Hasler
* Director November 3, 2000
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Kenneth E. Haughton, Ph.D.
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NAME TITLE DATE
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* Director November 3, 2000
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Paul R. Low, Ph.D.
* Director November 3, 2000
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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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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).
24.1 Power of Attorney*
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* Incorporated by reference from Solectron Corporation's registration
statement on Form S-3, as amended, Commission File No. 333-34494.
