<PAGE> 1
As filed with the Securities and Exchange Commission on January 29, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
FLEXTRONICS INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
Singapore Not Applicable
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
Blk 514, Chai Chee Lane #04-13
Singapore 469029
(65) 449-5255
(Address and telephone number of principal executive offices)
MICHAEL E. MARKS
Chairman of the Board and Chief Executive Officer
Flextronics International Ltd.
2241 Lundy Avenue
San Jose, California 95131
(408) 428-1300
(Name, address and telephone number of agent for service)
------------------
Copies to:
EDWARD M. LEONARD, Esq.
Brobeck, Phleger & Harrison LLP
Two Embarcadero Place
2200 Geng Road
Palo Alto, California 94303
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. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
===========================================================================================
Title of Each Amount Proposed Maximum Proposed Maximum Amount
Class of to Be Aggregate Offering of Registration
Securities to Registered Price Per Security(1) Aggregate Price(1) Fee
be Registered
- -------------------------------------------------------------------------------------------
Ordinary Shares,
S$.01 par value
per share. . . . . 223,321 Shares $26.00 $5,806,346.00 $1,759
===========================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(f). The price per share and aggregate offering price are based
upon the average of the high and low prices for Registrant's Ordinary
Shares on January 24, 1997 as reported on the Nasdaq National Market
pursuant to Rule 457(c).
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, JANUARY 29, 1997
223,321 SHARES
Flextronics International Ltd.
Ordinary Shares
(S$.01 par value per share)
-----------------
This Prospectus relates to the public offering, which is not being
underwritten, of 223,321 Ordinary Shares, S$.01 par value per share, of
Flextronics International Ltd. ("Flextronics", the "Company" or the
"Registrant"). All 223,321 shares (the "Shares") may be offered by certain
shareholders of the Company or by pledgees, donees, transferees or other
successors in interest that receive such shares as a gift, partnership
distribution or other non-sale related transfer (the "Selling Shareholders") who
received such shares in connection with the acquisition by statutory merger of
Fine Line Printed Circuit Design, Inc. ("Fine Line") through a merger of Fine
Line with and into a wholly-owned subsidiary of the Company, Flextronics
International USA, Inc. See "The Merger." The Shares were issued pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), provided by Section 4(2) thereof.
The Shares may be offered by the Selling Shareholders from time to time
in transactions in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). See "Sale of the Shares."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company has agreed to bear certain expenses in connection with the
registration of the Shares being offered and sold by the Selling Shareholders.
The Ordinary Shares are quoted on the Nasdaq National Market under the
symbol FLEXF. On January 24, 1997 the average of the high and low price for the
Ordinary Shares was $26.00 per share.
-------------------------------
The Selling Shareholders and any broker-dealers or agents that
participate with the Selling Shareholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Sale of the Shares"
herein for a description of indemnification arrangements.
-------------------------------
THESESECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------
The date of this Prospectus is , 1997
<PAGE> 3
No person has been authorized to give any information or to
make any representations other than those contained in this Prospectus in
connection with the offering made hereby, and if given or made, such information
or representations must not be relied upon as having been authorized by the
Company, any Selling Shareholder or by any other person. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information herein is correct as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer to or solicitation
of any person in any jurisdiction in which such offer or solicitation may not
lawfully be made.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at 75 Park Place,
New York, New York 10007 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained by mail from the
Public Reference Branch of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Ordinary Shares of the Company
are quoted on the Nasdaq National Market, and such material may also be
inspected at the offices of Nasdaq Operations, 1735 K Street, N.W. Washington,
D.C. 20006.
The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") under the Securities Act with
respect to the Ordinary Shares offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information regarding the Company and the Ordinary
Shares offered hereby, reference is hereby made to the Registration Statement
and to the exhibits and schedules filed therewith. The Registration Statement,
including the exhibits and schedules thereto, may be inspected at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and copies of all or any part thereof may
be obtained from such office upon payment of the prescribed fees.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed with the Commission (File No.
0-23354) pursuant to the Exchange Act are incorporated herein by reference: (a)
Annual Report on Form 10-K for the fiscal year ended March 31, 1996 including,
without limitation, the information included under the following captions: (i)
"Summary Consolidated Financial Data", (ii) "Risk Factors", (iii) "Selected
Consolidated Financial Data", (iv) "Management's Discussion and Analysis of
Financial Condition and Results of Operations", (v) "Business", (vi)
"Management", and (vii) "Consolidated Financial Statements"; (b) Quarterly
Report on Form 10-Q for the fiscal quarters ended June 30, 1996 and September
30, 1996; (c) Proxy Statement dated August 15, 1996; (d) Report on Form 8-K
filed on November 19, 1996 and Form 8-KA filed on April 15, 1996; (e) the
description of the Company's Ordinary Shares, S$.01 par value per share,
contained in its Registration Statement on Form 8-A dated January 31, 1994,
including any amendment or report filed for the purpose of updating such
description; and (f) all other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Shares.
The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon the request of any such person, a
copy of any or all of the documents which are incorporated
2.
<PAGE> 4
herein by reference (other than exhibits to such information, unless such
exhibits are specifically incorporated by reference into the information this
Prospectus incorporates). Requests should be directed to Flextronics
International Ltd., 2241 Lundy Avenue, San Jose, California 95131, Attention
Michael E. Marks, Chairman of the Board and Chief Executive Officer, telephone
(408) 428-1300.
THE COMPANY
The principal executive offices of Flextronics are located at
Blk 514, Chai Chee Lane #04-13, Singapore 469029. Flextronics' telephone number
is (65) 449-5255.
SELLING SHAREHOLDERS
The following table sets forth the number of Ordinary Shares
owned by each of the Selling Shareholders. Except as indicated, none of the
Selling Shareholders has had a material relationship with the Company or with
Fine Line within the past three years other than as a result of the ownership of
the Shares or other securities of the Company or Fine Line. Because the Selling
Shareholders may offer all or some of the Shares which they hold pursuant to the
offering contemplated by this Prospectus, and because there are currently no
agreements, arrangements or understandings with respect to the sale of any of
the Shares, no estimate can be given as to the amount of Shares that will be
held by the Selling Shareholders after completion of this offering. The Shares
offered by this Prospectus may be offered from time to time by the Selling
Shareholders named below:
<TABLE>
<CAPTION>
Number of
Shares
Number of Shares Percent of Registered for
Beneficially Outstanding Sale
Name of Selling Shareholder Owned Shares Hereby(1)
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard E. Davis, Jr. and
Jacqueline J. Davis 102,505 * 102,505
Paul N. Burns 68,336 * 68,336
John F. Cooper and
Mary I. Cooper 30,148 * 30,148
Joseph Windmiller 22,332 * 22,332
Total 223,321 223,321
</TABLE>
- ------------------
* less than one percent.
(1) This Registration Statement shall also cover any additional Ordinary Shares
which become issuable in connection with the shares registered for sale hereby
by reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in an
increase in the number of the Registrant's outstanding Ordinary Shares.
SALE OF THE SHARES
The Company will receive no proceeds from this offering. The
Shares offered hereby may be sold by the Selling Shareholders from time to time
in transactions in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling
3.
<PAGE> 5
Shareholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
In order to comply with the securities laws of certain states,
if applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Shareholders and any broker-dealers or agents that
participate with the Selling Shareholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act, and any
commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
Under applicable rules and regulations under the Exchange Act,
any person engaged in the distribution of the Shares may not simultaneously
engage in market making activities with respect to the Ordinary Shares of the
Company for a period of two business days prior to the commencement of such
distribution. In addition and without limiting the foregoing, each Selling
Shareholder will be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including, without limitation, Rules 10b-6 and
10b-7 and any successors thereto, which provisions may limit the timing of
purchases and sales of the Company's Ordinary Shares by the Selling
Shareholders.
The Shares were originally issued to former shareholders of
Fine Line in connection with the statutory merger of Fine Line through a merger
of Fine Line with and into Flextronics International USA, Inc., a wholly-owned
subsidiary of the Company, pursuant to an exemption from the registration
requirements of the Securities Act provided by Section 4(2) thereof. The Company
has agreed to pay all fees and expenses incident to the filing of this
Registration Statement.
THE MERGER
On November 25, 1996, the Company acquired Fine Line by the
statutory merger (the "Merger") of Fine Line with and into a wholly-owned
subsidiary of the Company, Flextronics International USA, Inc., a California
corporation ("Sub"). The Merger was accomplished pursuant to the Agreement and
Plan of Reorganization, dated as of November 25, 1996, among the Company, Fine
Line and Sub, and a related Agreement of Merger (collectively, the "Merger
Agreements"). The Merger of Fine Line with and into Sub occurred following the
approval by written consent of the Merger Agreements by the shareholders of Fine
Line and satisfaction of certain other closing conditions. As a result of the
Merger, the Company became the owner of 100% of the issued and outstanding
common stock of Fine Line. The terms of the Merger Agreements were the result of
arm's-length negotiations among the parties.
A total of 223,321 of the Company's Ordinary Shares were
issued to former Fine Line shareholders in exchange for the acquisition by Sub
of all outstanding Fine Line capital stock. The shares issued to Fine Line
shareholders were issued pursuant to the exemption from the registration
requirements of the Securities Act provided by Section 4(2) thereof.
4.
<PAGE> 6
LEGAL MATTERS
The validity of the securities offered hereby will be passed
upon for the Company by Brobeck, Phleger & Harrison LLP, Palo Alto, California.
EXPERTS
The consolidated financial statements of Flextronics
International Ltd., appearing in Flextronics International Ltd.'s Annual Report
(Form 10-K) for the year ended March 31, 1996, have been audited by Ernst &
Young, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
RECENT DEVELOPMENTS
The following sets forth certain developments since the effective date of the
Annual Report on Form 10-K for the fiscal year ended March 31, 1996 ("10-K") and
updates information included in the 10-K under the captions listed below.
MANAGEMENT
Effective September 10, 1996, Andrew W. Russell resigned as a Director
of the Company. To date, Mr. Russell has not been replaced on the Company's
Board of Directors.
5.
<PAGE> 7
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an itemized statement of all
estimated expenses in connection with the issuance and distribution of the
securities being registered:
<TABLE>
<S> <C>
SEC Registration fee...............................$ 1,759.00
Printing and engraving expenses.................... *
Legal expenses..................................... *
Blue Sky expenses.................................. *
Accounting fees and expense........................ *
Miscellaneous...................................... *
Total..................................... *
</TABLE>
- ---------------
* To be filed by amendment.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
As permitted by the laws of Singapore, the Articles of
Association of the Company provide that, subject to the Companies Act, the
Company's directors and officers will be indemnified by the Company against any
liability incurred by them in defending any proceedings, whether civil or
criminal, which relate to anything done or omitted to have been done as an
officer, director or employee of the Company and in which judgment is given in
their favor or in which they are acquitted or in connection with any application
under any statute for relief from liability in respect thereof in which relief
is granted by the court. Directors and officers may not be indemnified by the
Company against any liability which by law would otherwise attach to them in
respect of any negligence, default, breach of duty or breach of trust of which
they may be guilty in relation to the Company.
ITEM 16. EXHIBITS.
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young Singapore.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-3 of this Registration
Statement).
ITEM 17. UNDERTAKINGS.
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; (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; and (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; provided, however, that (i) and (ii)
do not apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by (i) and
(ii) is contained in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
II-1
<PAGE> 8
(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 the offering.
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 Securities and Exchange
Commission 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.
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 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.
For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
II-2
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Menlo Park, State of California on
this 29th day of January, 1997.
FLEXTRONICS INTERNATIONAL LTD.
By: /s/ MICHAEL E. MARKS
-----------------------------------
Michael E. Marks
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, Michael E. Marks
and each of them, attorneys-in-fact for the undersigned, each with the power of
substitution, for the undersigned in any and all capacities, to sign any
amendments (including post-effective amendments), and to file the same, with
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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ MICHAEL E. MARKS
_______________________________ Chief Executive Officer January 28, 1997
Michael E. Marks (Principal Executive Officer) and
Chairman of the Board of Directors
/s/ GOH CHAN PENG
_______________________________ Chief Financial Officer January 28, 1997
Goh Chan Peng (Principal Financial Accounting Officer)
/s/ TSUI SUNG LAM
_______________________________ Vice President, Chief Operating January 28, 1997
Tsui Sung Lam Officer and Director
/s/ ROBERT R.B. DYKES
_______________________________ Director January 24, 1997
Robert R.B. Dykes
/s/ BERNARD J. LACROUTE
_______________________________ Director January 23, 1997
Bernard J. Lacroute
/s/ MICHAEL MORITZ
_______________________________ Director January 28, 1997
Michael Moritz
/s/ STEPHEN J.L. REES
_______________________________ Director January 27, 1997
Stephen J.L. Rees
/s/ RICHARD L. SHARP
_______________________________ Director January 24, 1997
Richard L. Sharp
</TABLE>
II-3
<PAGE> 10
FLEXTRONICS INTERNATIONAL LTD.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Description Page
- ------- ----------- -------------
<S> <C> <C>
5.1 Opinion of Brobeck, Phleger & Harrison LLP.............
23.1 Consent of Ernst & Young, Singapore....................
23.2 Consent of Brobeck, Phleger & Harrison LLP
(included in Exhibit 5.1)..............................
24.1 Power of Attorney (included on Page II-3 of this
Registration Statement)................................
</TABLE>
<PAGE> 1
EXHIBIT 5.1
January 29, 1997
Flextronics International Ltd.
2241 Lundy Avenue
San Jose, CA 95131-1822
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3
originally filed by Flextronics International Ltd. (the "Company") with the
Securities and Exchange Commission (the "Commission") on January 29, 1997, as
thereafter amended or supplemented (the "Registration Statement"), in connection
with the registration under the Securities Act of 1933, as amended, of 223,321
shares of the Company's Ordinary Shares (the "Shares"). As your counsel in
connection with this transaction, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Shares.
It is our opinion that, upon conclusion of the proceedings
being taken or contemplated by us, as your counsel, to be taken prior to the
issuance of the Shares, the Shares, when issued and sold in the manner described
in the Registration Statement, will be validly issued, fully paid and
nonassessable.
We consent to the use of this Opinion as an exhibit to said
Registration Statement, and further consent to the use of our name wherever
appearing in said Registration Statement, including the prospectus constituting
a part hereof, and in any amendment thereto.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
-----------------------------------
BROBECK, PHLEGER & HARRISON LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement on Form S-3 and related Prospectus of
Flextronics International Ltd., for the registration of 223,321 shares of its
Ordinary Shares and to the incorporation by reference therein of our report
dated May 13, 1996, with respect to the consolidated financial statements and
schedules of Flextronics International Ltd., included in the Annual Report on
Form 10-K for 1996 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG
-----------------
Singapore ERNST & YOUNG
January 24, 1997
