<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 1998
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)
<TABLE>
<S> <C> <C>
SINGAPORE 0-23354 NOT APPLICABLE
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER)` (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
</TABLE>
------------------
514 CHAI CHEE LANE #04-13
1 BEDOK INDUSTRIAL ESTATE
SINGAPORE 469029
(65) 449-5255
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------------
MICHAEL E. MARKS
CHIEF EXECUTIVE OFFICER
FLEXTRONICS INTERNATIONAL LTD.
2090 FORTUNE DRIVE
SAN JOSE, CALIFORNIA 95131
(408) 428-1300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------
COPIES TO:
GORDON K. DAVIDSON, ESQ.
DAVID K. MICHAELS, ESQ.
TRAM T. PHI, ESQ.
FENWICK & WEST LLP
Two Palo Alto Square
Palo Alto, California 94306
----------------------
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>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, S$.01 par value per share 5,000,000 shares $58.813 $294,065,000 $81,750.07
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 and based upon
the average of the high and low sale prices for such stock as reported by
Nasdaq on November 18, 1998, which date was within five business days of
the date of this filing.
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
SUBJECT TO COMPLETION, DATED NOVEMBER 24, 1998
PROSPECTUS
[FLEXTRONICS LOGO]
FLEXTRONICS INTERNATIONAL LTD.
ORDINARY SHARES
By this prospectus, we may offer up to 5,000,000 Ordinary Shares. We
will provide specific terms for the sale of the Ordinary Shares in supplements
to this prospectus. You should read this prospectus and any prospectus
supplement carefully before you invest.
The Ordinary Shares are quoted on the Nasdaq National Market under the symbol
FLEX. On November 24, 1998 the closing sale price of the Ordinary Shares was
$65.50 per share.
- --------------------------------------------------------------------------------
This investment involves a high degree of risk. See "Risk Factors" in
the supplement to this prospectus.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
This prospectus is dated November ___, 1998
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About this Prospectus .................................................... 2
Where You Can Find More Information ...................................... 2
About Flextronics ........................................................ 3
Enforcement of Civil Liabilities ......................................... 3
Risk Factors ............................................................. 3
Use of Proceeds .......................................................... 3
Description of Capital Shares ............................................ 4
Taxation ................................................................. 6
Plan of Distribution ..................................................... 8
Legal Matters ............................................................ 8
Experts .................................................................. 8
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the SEC utilizing a "shelf" registration process. Under this shelf process, we
may sell up to 6,000,000 Ordinary Shares in one or more offerings. This
prospectus provides you with a general description of the Ordinary Shares we may
offer. Each time we sell Ordinary Shares, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information."
The registration statement that contains this prospectus (including the
exhibits to the registration statement) contains additional information about
our company and the securities offered under this prospectus. That registration
statement can be read at the SEC web site or at the SEC offices mentioned under
the heading "Where You Can Find More Information." We may only use this
prospectus to sell securities if it is accompanied by a prospectus supplement.
We are only offering these securities in states where the offer is permitted.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available on the SEC's
Website at "http://www.sec.gov."
We "incorporate by reference" in this prospectus information from other
documents that we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below, and any future filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 prior to the sale of all the
shares covered by this prospectus:
o Our Annual Report on Form 10-K for the fiscal year ended March
31, 1998;
o Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
June 26, 1998 and September 25, 1998;
o Our Proxy Statement dated August 19, 1998; and
o The description of our Ordinary Shares contained in our
Registration Statement on Form 8-A dated January 31, 1994.
You may request a copy of these filings, at no cost, by writing or
telephoning us at:
Flextronics International Ltd.
2090 Fortune Drive
San Jose, California 95131
Attention: Laurette F. Slawson,
Treasurer and Director of Investor Relations
Telephone: (408) 428-1300
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement (other than any
information superseded by a later prospectus supplement or a later document
filed with the SEC and incorporated by reference into this prospectus). We have
not authorized anyone else to provide you with different information. You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of those documents.
- 2 -
<PAGE> 4
ABOUT FLEXTRONICS
Flextronics is a provider of advanced electronics manufacturing services
to original equipment manufacturers ("OEMs") in the telecommunications,
networking, computer, consumer electronics and medical device industries. We
offer a full range of services including product design, printed circuit board
("PCB") fabrication and assembly, materials procurement, inventory management,
final system assembly and testing, packaging and distribution. The components,
subassemblies and finished products manufactured by us incorporate advanced
interconnect, miniaturization and packaging technologies, such as surface mount,
chip-on-board, ball grid array and miniaturized gold-plated PCB technology. Our
strategy is to use our global manufacturing capabilities and advanced
technological expertise to provide our customers with a complete manufacturing
solution, highly responsive and flexible service, accelerated time to market and
reduced production costs. We target leading OEMs in growing vertical markets
with which we believe we can establish long-term relationships, and serve our
customers on a global basis from our strategically located facilities in North
America, South America, Asia, Western Europe and Central Europe. Our principal
executive offices are located at 514 Chai Chee Lane, #04-13, 1 Bedok Industrial
Estate, Singapore 469029 and our telephone number is 65-449-5255.
ENFORCEMENT OF CIVIL LIABILITIES
Flextronics is incorporated in Singapore, and certain of its directors
and executive officers reside in Singapore. All or a substantial portion of the
assets of such persons, and a substantial portion of the assets of Flextronics,
are located outside the United States. As a result, it may not be possible for
investors to effect service of process within the United States upon such
persons or Flextronics or to enforce against them, in the United States courts,
judgments obtained in such courts predicated upon the civil liability provisions
of the federal securities laws of the United States. Flextronics has been
advised by its Singapore legal advisors, Allen & Gledhill, that there is doubt
as to the enforceability in Singapore, either in original actions or in actions
for the enforcement of judgments of United States courts, of civil liabilities
predicated upon the federal securities laws of the United States.
RISK FACTORS
An investment in the Ordinary Shares involves a high degree of risk. You
should carefully consider the information contained under the heading "Risk
Factors" in the applicable supplement to this prospectus before investing in
Ordinary Shares.
USE OF PROCEEDS
Unless otherwise indicated in the applicable supplement to this
prospectus, the net proceeds from the sale of Ordinary Shares offered under this
prospectus will be added to our general funds and may be used to:
o meet our working capital requirements;
o fund capital expenditures;
o repay debt; and
o finance acquisitions of other assets and companies.
Until the net proceeds have been used, they will be invested in
short-term marketable securities.
- 3 -
<PAGE> 5
DESCRIPTION OF CAPITAL SHARES
The following is a brief summary of the more important rights of holders
of Ordinary Shares under Singapore law and our Articles of Association (the
"Articles"). This summary is not complete. Our Articles and our Memorandum of
Association also are exhibits to the registration statement of which this
prospectus forms a part. The Articles and the Memorandum of Association can be
obtained from our SEC filings as described under the heading "Where You Can Find
More Information" and also at the Company's San Jose, California office and at
the registered office of the Company in Singapore.
ORDINARY SHARES
Our authorized capital consists of 100,000,000 Ordinary Shares, par
value S$0.01, of which 20,689,421 shares were outstanding on October 30, 1998.
The Articles enable us in certain circumstances to issue shares with
preferential, deferred or other special rights or restrictions as our directors
may determine.
All of our outstanding shares are fully paid and our shareholders are
not subject to any calls on such shares. The shares offered hereby, when issued,
will also be fully paid and investors will not be subject to any calls on such
shares. All of our shares are in registered form, and the shares offered hereby
also will be in registered form. Except in the circumstances permitted by the
Singapore Companies Act, we can neither purchase our outstanding shares nor
grant any financial assistance for the acquisition of our shares.
NEW SHARES
New shares may only be issued with the prior approval of our
shareholders in a general meeting. Such approval, if granted, will lapse at the
next Annual General Meeting (or, if earlier, the expiration of the period within
which the next Annual General Meeting is required to be held). At our 1998
Annual General Meeting, our shareholders provided our directors with general
authority to issue new Ordinary Shares (up to a maximum of 100,000,000 shares)
prior to our next Annual General Meeting. Subject to this, and the provisions of
the Singapore Companies Act and our Articles, our directors may allot and issue
new shares on such terms as they may think fit.
SHAREHOLDERS
Only persons who are registered in our books are recognized as
shareholders and absolute owners of the shares. On October 30, 1998, there were
approximately 440 holders of Ordinary Shares. We may, on giving not less than 14
days' notice, close the register of members for any time or times but the
register may not be closed for more than 30 days in any calendar year. Such
closure is normally made for the purpose of determining shareholders'
entitlement to receive dividends and other distributions and would, in the usual
case, not exceed 10 days.
TRANSFER OF SHARES
Subject to applicable securities laws, the Ordinary Shares are freely
transferable, and may be transferred by a duly signed instrument of transfer in
a form approved by our directors. The directors may decline to register any
transfer unless, among other things, it has been duly stamped and is presented
for registration together with the share certificate and such other evidence of
title as they may require. We will replace lost or destroyed certificates for
shares upon notice to the Company and upon, among other things, the applicant
furnishing such evidence and indemnity as the directors may require.
SHAREHOLDERS' MEETINGS
We are required to hold an Annual General Meeting in each year. Our
directors may convene an Extraordinary General Meeting whenever they think fit
and they must do so upon the request in writing of shareholders representing not
less than one-tenth of the total voting rights of all shareholders. In addition,
two or more shareholders holding not less than one-tenth of our issued share
capital may call a meeting. Unless otherwise required by law or by the Articles,
voting at general meetings is by ordinary resolution (requiring an affirmative
vote of a simple majority of the votes cast at a meeting of which at least 14
days' written notice is given). An ordinary resolution suffices, for example, in
respect of appointments of directors. A special resolution (requiring an
- 4 -
<PAGE> 6
affirmative vote of at least 75% of the votes cast at the meeting of which at
least 21 days' written notice is given) is necessary for certain matters under
Singapore law, such as an alteration of the Articles.
VOTING RIGHTS
Voting at any meeting of shareholders is by a show of hands unless a
poll is duly demanded. If voting is by a show of hands, every shareholder who is
present in person or by proxy at the meeting has one vote. On a poll every
shareholder who is present in person or by proxy has one vote for every share
held by him. A poll may be demanded by the chairman of the meeting or by not
less than three members present in person or by proxy and entitled to vote or by
shareholders present in person or by proxy and representing in the aggregate not
less than one-tenth of the total voting rights of all shareholders having the
right to attend and vote at the meeting.
There are no limitations imposed by the laws of Singapore or by the
Articles on the right of nonresident shareholders to hold or vote Ordinary
Shares, other than the limitations described below under "Takeovers" (which are
applicable to all of the Company's shareholders).
DIVIDENDS
Since inception, we have not declared or paid any cash dividends and our
current loan agreement prohibits the payment of cash dividends without the
lenders' prior consent. We anticipate that all earnings in the foreseeable
future will be retained to finance our business.
BONUS AND RIGHTS ISSUES
We may, with the approval by our shareholders in a general meeting,
capitalize any reserves or profits and distribute them as bonus shares to our
shareholders in proportion to their shareholdings. At our 1998 Annual General
Meeting, our shareholders authorized our directors, at any time on or before
June 30, 1999, to distribute one bonus share for each outstanding Ordinary
Share. Pursuant to such authority, our directors subsequently approved the
distribution of these bonus shares to our shareholders of record on December 10,
1998. Our directors may also issue to shareholders rights to take up additional
shares, in proportion to their shareholdings. Such rights would be subject to
any conditions attached to such issue.
TAKEOVERS
The acquisition of our shares is regulated by the Singapore Companies
Act (Chapter 50) and the Singapore Code on Takeovers and Mergers (the "Takeovers
Code"). Any person (or parties acting in concert) acquiring an interest in 25%
or more of the voting rights in the Company is obliged to extend a takeover
offer for the remaining voting shares in accordance with the provisions of the
Takeovers Code. An offer for consideration other than cash must be accompanied
by a cash alternative at not less than the highest price (excluding stamp duty
and commission) paid by the offeror or parties acting in concert with him for
shares of that class within the preceding 12 months. A mandatory takeover offer
is also required to be made if a person holding between 25% and 50% of the
voting rights (either on his own or together with parties acting in concert with
him) acquires additional shares representing more than 3% of the voting rights
in any 12-month period.
LIQUIDATION OR OTHER RETURN OF CAPITAL
On a winding-up or other return of our capital, subject to any special
rights attaching to any other class of shares, holders of Ordinary Shares will
be entitled to participate in any surplus assets in proportion to their
shareholdings.
- 5 -
<PAGE> 7
INDEMNITY
As permitted by the laws of Singapore, the Articles provide that,
subject to the Singapore Companies Act, our directors and officers will be
indemnified by us 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 us against any liability to the Company for
negligence, default, breach of duty or breach of trust.
TRANSFER AGENT
Our transfer agent is Boston EquiServe, P.O. Box 8040, Boston,
Massachusetts 02266-8040.
TAXATION
This summary of Singapore and U.S. tax considerations is based on
current law and is provided for general information. The discussion does not
purport to deal with all aspects of taxation that may be relevant to particular
shareholders in light of their investment or tax circumstances, or to certain
types of shareholders (including insurance companies, tax-exempt organizations,
regulated investment companies, financial institutions or broker-dealers, and
shareholders that are not U.S. Shareholders (as defined below)) subject to
special treatment under the U.S. federal income tax laws. Such shareholders
should consult their own tax advisors regarding the particular tax consequences
to such shareholders of any investment in the Ordinary Shares.
INCOME TAXATION UNDER SINGAPORE LAW
Under current provisions of the Income Tax Act, Chapter 134 of
Singapore, corporate profits are taxed at a rate equal to 26.0%. Under
Singapore's taxation system, the tax paid by a company is deemed paid by its
shareholders. Thus, the shareholders receive dividends net of the tax paid by
the Company. Dividends received by either a resident or a nonresident of
Singapore are not subject to withholding tax. Shareholders are taxed on the
gross amount of dividends (i.e., the cash amount of the dividend plus the amount
of corporate tax paid by the Company). The tax paid by the Company will be
available to shareholders as a tax credit to offset the Singapore income tax
liability on their overall income (including the gross amount of dividends). No
tax treaty currently exists between the Republic of Singapore and the U.S.
Under current Singapore tax law there is no tax on capital gains, and,
thus, any profits from the disposal of shares are not taxable in Singapore
unless the vendor is regarded as carrying on a trade in shares in Singapore (in
which case, the disposal profits would be taxable as trade profits rather than
capital gains).
There is no stamp duty payable in respect of the holding and disposition
of shares, or the acquisition of newly issued shares. When outstanding shares
are acquired in Singapore, stamp duty is payable on the instrument of transfer
of the shares at the rate of S$2 for every S$1,000 of the market value of the
shares. The stamp duty is borne by the purchaser unless there is an agreement to
the contrary. Where the instrument of transfer is executed outside of Singapore,
stamp duty must be paid if the instrument of transfer is received in Singapore.
Under the Company's Articles of Association, its directors are authorized to
refuse to register a transfer unless the instrument of transfer has been duly
stamped.
INCOME TAXATION UNDER UNITED STATES LAW
Individual shareholders that are U.S. citizens or resident aliens (as
defined in the Internal Revenue Code), corporations or partnerships or other
entities created or organized under the laws of the United States, or any
political subdivision thereof, and certain trusts and estates ("U.S.
Shareholders") will, upon the sale or exchange of a share, recognize gain or
loss for U.S. income tax purposes in an amount equal to the difference between
the amount realized and the U.S. Shareholder's tax basis in such a share. If
paid in currency other than U.S. dollars, the U.S. dollar amount realized (as
determined on the trade date) is determined by translating the foreign currency
into U.S. dollars at the spot rate in effect on the settlement date of the sale
in the case of a U.S. Shareholder that is a cash basis taxpayer. An accrual
basis taxpayer may elect to use the spot rate in effect on the settlement date
of the sale
- 6 -
<PAGE> 8
by filing a statement with the U.S. Shareholder's first return in which the
election is effective clearly indicating that the election has been made. Such
an election must be applied consistently from year to year and cannot be changed
without the consent of the Internal Revenue Service. Such gain or loss will be
capital gain or loss if the share was a capital asset in the hands of the U.S.
Shareholder and will not be short-term capital gain or loss if the share has
been held for more than one year. If a U.S. Shareholder receives any currency
other than U.S. dollars on the sale of a share, such U.S. Shareholder may
recognize ordinary income or loss as a result of currency fluctuations between
the date of such sale and the date such sale proceeds are converted into U.S.
dollars.
U.S. Shareholders will be required to report as income for U.S. income
tax purposes the amount of any dividend received from the Company to the extent
paid out of the current or accumulated earnings and profits of the Company, as
determined under current U.S. income tax principles. If over 50.0% of the
Company's stock (by vote or value) were owned by U.S. Shareholders who
individually held 10.0% or more of the Company's voting stock, such U.S.
Shareholders potentially would be required to include in income a portion or all
of their pro rata share of the Company's and its non-U.S. subsidiaries' earnings
and profits. If 50.0% or more of the Company's assets during a taxable year
produced or were held for the production of passive income, as defined in
section 1297(b) of the Internal Revenue Code (e.g., certain forms of dividends,
interest and royalties), or 75.0% or more of the Company's gross income for a
taxable year was passive income, adverse U.S. tax consequences could result to
U.S. shareholders of the Company.
Shareholders that are not U.S. Shareholders ("non-U.S. shareholders")
will not be required to report for U.S. federal income tax purposes the amount
of any dividend received from the Company. Non-U.S. shareholders, upon the sale
or exchange of a share, would generally not be required to recognize gain or
loss for U.S. federal income tax purposes.
ESTATE TAXATION
In the case of an individual who is not domiciled in Singapore, a
Singapore estate tax is imposed on the value of all movable and immovable
properties situated in Singapore. The shares of the Company are considered to be
situated in Singapore. Thus, an individual shareholder who is not domiciled in
Singapore at the time of his or her death will be subject to Singapore estate
tax on the value of any such shares held by the individual upon the individual's
death. Such a shareholder will be required to pay Singapore estate tax to the
extent that the value of the shares (or in aggregate with any other assets
subject to Singapore estate tax) exceeds S$600,000. Any such excess will be
taxed at a rate equal to 5.0% on the first S$12,000,000 of the individual's
Singapore chargeable assets and thereafter at a rate equal to 10.0%. An
individual shareholder who is a U.S. citizen or resident (for U.S. estate tax
purposes) also will have the value of the shares included in the individual's
gross estate for U.S. estate tax purposes. An individual shareholder generally
will be entitled to a tax credit against the shareholder's U.S. estate tax to
the extent the individual shareholder actually pays Singapore estate tax on the
value of the shares; however, such tax credit is generally limited to the
percentage of the U.S. estate tax attributable to the inclusion of the value of
the shares included in the shareholder's gross estate for U.S. estate tax
purposes, adjusted further by a pro rata apportionment of available exemptions.
Individuals who are domiciled in Singapore should consult their own tax advisors
regarding the Singapore estate tax consequences of their investment.
- 7 -
<PAGE> 9
PLAN OF DISTRIBUTION
We may sell the Ordinary Shares (a) through agents; (b) to or through
one or more underwriters; or (c) directly to investors. Any underwriters or
agents will be identified and their compensation described in a prospectus
supplement.
We (directly or through agents) may sell, and the underwriters may
resell, the Ordinary Shares in one or more transactions, including negotiated
transactions, at a fixed public offering price or prices, which may be changed,
or at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Ordinary Shares, underwriters or agents
may receive compensation from us or from purchasers of the Ordinary Shares for
whom they may act as agents. The underwriters may sell Ordinary Shares to or
through dealers, who may also receive compensation from purchasers of the
Ordinary Shares for whom they act as agents. Compensation may be in the form of
discounts, concessions or commissions. Underwriters, dealers and agents that
participate in the distribution of the Ordinary Shares may be underwriters as
defined in the Securities Act of 1933, and any discounts or commissions received
by them from us and any profit on the resale of the Ordinary Shares by them may
be treated as underwriting discounts and commissions under the Securities Act.
The applicable prospectus supplement may describe other terms of the offering,
including any discounts or concessions allowed or reallowed or paid to dealers.
We may grant any underwriters who participate in the distribution of
Ordinary Shares an option to purchase additional Ordinary Shares to cover any
over-allotments.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make as a result of those
certain civil liabilities.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
LEGAL MATTERS
The validity of the Ordinary Shares offered hereby has been passed upon
for the Company by Allen & Gledhill, Singapore. Certain legal matters relating
to the Ordinary Shares offered hereby will be passed upon for any underwriters
by the counsel for such underwriters named in the applicable prospectus
supplement.
EXPERTS
Our consolidated financial statements appearing in our Annual Report
(Form 10-K) for the year ended March 31, 1998 have been audited by Arthur
Andersen LLP, independent public accountants as indicated in their report
therein. 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. Future financial statements of the Company
and the reports thereon of Arthur Andersen LLP also will be incorporated by
reference in this prospectus in reliance upon the authority of that firm as
experts in giving those reports to the extent said firm has audited those
financial statements and consented to the use of their reports thereon.
- 8 -
<PAGE> 10
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.................... $ 81,750
NASDAQ National Market filing fee....... 17,500
Printing and engraving expenses......... 100,000
Legal expenses.......................... 150,000
Blue sky expenses....................... 10,000
Accounting fees and expenses............ 10,000
Transfer agent fees and expenses........ 10,000
Miscellaneous........................... 20,750
--------
Total............................ $400,000
========
</TABLE>
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.
The Company currently carries a director and officer insurance policy
with a per claim and general aggregate coverage limit of $10 million.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS AND SCHEDULES.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------ -------------
<S> <C>
1.1 Form of Underwriting Agreement.*
4.1 Articles of Association of the Company (incorporated by
reference to Exhibit 3.2 of the Company's registration
statement on Form S-4, Number 33-85842).
4.2 Memorandum of Association of the Company (incorporated by
reference to Exhibit 3.1 of the Company's registration
statement on Form S-1, Number 33-74622).
5.1 Opinion and Consent of Allen & Gledhill with respect to
the Ordinary Shares being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Moore Stephens.
23.3 Consent of Allen & Gledhill (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
- ----------
* To be filed by amendment or by a report on Form 8-K pursuant to Item 601 of
Regulation S-K.
<PAGE> 11
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 of 1933 as amended
(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 information
required to be included in a post-effective amendment by such clauses 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 Securities Exchange
Act of 1934, as amended (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
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:
(1) 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.
(2) 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> 12
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
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 San Jose, State of California on this 24th day of November, 1998.
FLEXTRONICS INTERNATIONAL LTD.
By: /s/ MICHAEL E. MARKS
------------------------------------
Michael E. Marks
Chairman of the Board and Chief
Executive Officer
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Michael E. Marks and Robert R.B. Dykes, and each
of them, his attorneys-in-fact and agents, each with the power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to sign any registration statement for the same offering covered
by this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or his or their
substitute or substitutes, may lawfully 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 below by the following persons and in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ MICHAEL E. MARKS Chairman of the Board and Chief November 24, 1998
- ------------------------------- Executive Officer (principal
Michael E. Marks executive officer)
/S/ TSUI SUNG LAM President, Asia Pacific Operations November 24, 1998
- ------------------------------- and Director
Tsui Sung Lam
/S/ ROBERT R.B. DYKES Senior Vice President of Finance November 24, 1998
- ------------------------------- and Administration and Chief
Robert R.B. Dykes Financial Officer (principal
financial and accounting officer)
Director November 24, 1998
- -------------------------------
Stephen J.L. Rees
/S/ RICHARD L. SHARP Director November 24, 1998
- -------------------------------
Richard L. Sharp
/S/ PATRICK FOLEY Director November 24, 1998
- -------------------------------
Patrick Foley
/S/ ALAIN AHKONG Director November 24, 1998
- -------------------------------
Alain Ahkong
/S/ HUI SHING LEONG Director November 24, 1998
- -------------------------------
Hui Shing Leong
</TABLE>
II-3
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title Page
- ------ ------------- ----
<S> <C> <C>
1.1 Form of Underwriting Agreement.*
4.1 Articles of Association of the Company (incorporated by reference
to Exhibit 3.2 of the Company's registration statement on Form
S-4, Number 33-85842).
4.2 Memorandum of Association of the Company (incorporated by
reference to Exhibit 3.1 of the Company's registration statement
on Form S-1, Number 33-74622).
5.1 Opinion and Consent of Allen & Gledhill with respect to the
Ordinary Shares being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Moore Stephens.
23.3 Consent of Allen & Gledhill (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
- ----------
* To be filed by amendment or by a report on Form 8-K pursuant to Item 601 of
Regulation S-K.
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF ALLEN & GLEDHILL]
OUR REF: YLT/sha/02825/90
November 24, 1998
Flextronics International Ltd.
514 Chai Chee Lane #04-13
1 Bedok Industrial Estate
Singapore 469029
Dear Sirs
REGISTRATION STATEMENT ON FORM S-3 OF
FLEXTRONICS INTERNATIONAL LTD. (THE "COMPANY")
----------------------------------------------
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") filed or to be filed by the Company with the Securities and Exchange
Commission on or about 24th November, 1998 in connection with the Company's
proposed issuance and sale, from time to time, of up to 5,000,000 ordinary
shares of S$0.01 each in the capital of the Company ("Ordinary Shares") to which
the Registration Statement relates (the "Company Shares"). You have advised us
that the Company Shares may be sold from time to time on a delayed or continuous
basis as set forth in the Registration Statement, the Prospectus contained
therein and the supplements to the Prospectus.
In this connection, we are familiar with the corporate proceedings taken by the
Company in connection with the issuance and sale of its Ordinary Shares. We have
also reviewed the Registration Statement, and we have made such other
examinations of law and fact as we considered necessary in order to form a basis
for the opinion hereafter expressed.
Based on the foregoing and assuming that:
(i) the total issued and paid-up share capital of the Company consequent upon
the issue of the Company Shares from time to time will not exceed the
authorized share capital of the Company at any time, and
(ii) there shall be subsisting a valid authority given pursuant to Section 161
of the Singapore Companies Act, Cap. 50 in respect of the issue of the
Company Shares from time to time,
<PAGE> 2
we are of the opinion that, the Company Shares have been duly authorized, and
that upon the passing of the requisite resolutions to allot the Company Shares
and the issue of the certificates representing the Company Shares in accordance
with the Articles of Association of the Company against full payment therefor,
the Company Shares will be legally issued and fully-paid.
This opinion only relates to the laws of general application of Singapore as at
the date hereof and as currently applied by the Singapore courts, and is given
on the basis that it will be governed by and construed in accordance with the
laws of Singapore. We have made no investigation of, and do not express or
imply any views on, the laws, rules or regulations of any country other than
Singapore. In respect of the issuance of the Company Shares from time to
time, we have in particular assumed that the Company has complied or will
comply with all matters of United States Federal and California laws, rules and
regulations prevailing from time to time.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption "Legal Matters"
in the Prospectus which forms part of this Registration Statement.
Yours faithfully
/s/ ALLEN & GLEDHILL
- -----------------------
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated April 23, 1998
included in Flextronics International Ltd.'s Form 10-K for the year ended March
31, 1998.
ARTHUR ANDERSEN LLP
San Jose, California
November 24, 1998
<PAGE> 1
EXHIBIT 23.2
Moore Stephens
Chartered Accountants
St. Paul's House, Warwick Lane
London EC4P 48N
November 24, 1998
Flextronics International Limited
2090 Fortune Drive
San Jose, CA 95131
USA
Flextronics International Limited Form S-3
As independent public accountants, we hereby consent the use of our reports (and
all references to our Firm) included in or made a part of this registration
statement.
Moore Stephens
