<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-23354
(Check One):
|X| Form 10-K [ ] Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended March 31, 1997
---------------------------------
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-K
and Form 10-QSB
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: ______________________
PART I
REGISTRANT INFORMATION
Full name of registrant Flextronics International Ltd.
-----------------------------------------------
Former name if applicable
----------------------------------------------
- --------------------------------------------------------------------------------
Address of principal executive office (Street and Number)
-------------
514 Chai Chee Lane, #04-13, Bedok Industrial Estate
- --------------------------------------------------------------------------------
City, State and Zip Code Singapore 469029
----------------------------------------
<PAGE> 2
PART II
RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition
report on Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
Because the Company is reevaluating its accounting treatment of its
acquisition of Astron Group Ltd. in February 1996, the Company is currently
unable to complete the preparation of its audited financial statements for the
fiscal years ended March 31, 1996 and 1997 and related disclosure in its Annual
Report on Form 10-K for the fiscal year ended March 31, 1997.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Robert R.B. Dykes (408) 428-1300
-----------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
or the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). |X| Yes [ ] No
<PAGE> 3
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made. (See attached)
Flextronics International Ltd.
---------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date June 27, 1997 By /s/ Michael E. Marks
---------------------------- -------------------------
Michael E. Marks
Chairman and
Chief Executive Officer
Instruction. The form may be signed by an executive
officer of the registrant or by any other duly authorized
representative. The name and title of the person signing the form
shall be typed or printed beneath the signature. If the statement
is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant
shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
<PAGE> 4
PART IV, ITEM (3) EXPLANATION
In accounting for the acquisition of Astron Group Ltd., the
Company obtained an appraisal of Astron's in-process technologies from an
independent valuation firm and a substantial part of the Company's ongoing
discussions with the Securities and Exchange Commission have related to this
appraisal. In connection with these discussions, the Company has undertaken to
obtain a second independent valuation of various elements of the assets of
Astron and has engaged a prominent international appraisal firm for this
purpose.
The Company cannot provide a reasonable estimate of the results
of operations because the results will be materially affected by the Companies
accounting treatment of the Astron acquisition.
