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As filed with the Securities and Exchange Commission on September 21, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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 OF (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION NUMBER)
777 GIBRALTAR DRIVE
MILPITAS, CALIFORNIA 95035
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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FORM OF BLUEGUM GROUP PTY LIMITED EXECUTIVE SERVICE AGREEMENT
FORM OF LETTER AGREEMENT
(Full title of the plan)
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SUSAN 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
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM OFFERING PROPOSED AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE PRICE PER SHARE MAXIMUM AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) OFFERING PRICE FEE
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Common Stock of the Company to
be issued upon exercise of
options granted under the
............................... 57,705 $46.75 $2,697,709 $712
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices per share of the Common Stock as reported in the New York Stock
Exchange as of August 18, 2000.
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SOLECTRON CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference in this Registration
Statement the contents of the Company's earlier Registration Statements on Form
S-8 (File #333-75813), the audited financial statements for the Registrant's
fiscal year ended August 31, 1999 contained in the Registrant's Form 8-K filed
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") on
September 6, 2000.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Section 145 of the
Delaware General Corporation law authorizes a court to award, or a corporation's
Board of Directors to grant, indemnification to directors and officers in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933. The Company's Bylaws provide for the mandatory
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by Delaware General Corporation Law, and the Company
has entered into agreements with its officers, directors and certain key
employees implementing such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS
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Exhibit
Number Document
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4.1 Form of Bluegum Group Pty Limited Executive Service Agreement.
4.2 Form of Letter Agreement.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation.
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II-1
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23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
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ITEM 9 UNDERTAKINGS
A. 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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the Delaware General Corporation Law, the
Certificate of Incorporation of the Company, the Bylaws of the Company,
indemnification agreements entered into between the Company and its officers and
directors or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company in successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Company 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Solectron Corporation, certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 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 21st day
of September, 2000.
SOLECTRON CORPORATION
By: /s/ Susan Wang
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Susan Wang, Senior Vice President,
Chief Financial Officer and Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Koichi Nishimura
and Susan Wang, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ Koichi Nishimura President, Chief Executive September 21, 2000
----------------------------- Officer and Chairman of the
Koichi Nishimura, Ph.D. Board
/s/ Susan Wang Senior Vice President, Chief September 21, 2000
----------------------------- Financial Officer and Secretary
Susan Wang
/s/ Winston H. Chen Director September 21, 2000
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Winston H. Chen, Ph.D.
/s/ Richard A. D'Amore Director September 21, 2000
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Richard A. D'Amore
/s/ Charles A. Dickinson Director September 21, 2000
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Charles A. Dickinson
/s/ Heinz Fridrich Director September 21, 2000
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Heinz Fridrich
/s/ Philip Gerdine Director September 21, 2000
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Philip Gerdine, Ph.D.
/s/ William Hasler Director September 21, 2000
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William Hasler
/s/ Kenneth E. Haughton Director September 21, 2000
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Kenneth E. Haughton, Ph.D.
/s/ Paul R. Low Director September 21, 2000
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Paul R. Low, Ph.D.
/s/ Osamu Yamada Director September 21, 2000
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Osamu Yamada
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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4.1 Form of Bluegum Group Pty Limited Executive Service Agreement.
4.2 Form of Letter Agreement.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
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