<TABLE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 1998
REGISTRATION NO. 333-_____
====================================================================================================================================
<S> <C> <C>
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 0-23354 NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF INCORPORATION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
------------------
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. [ ]
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price per Aggregate Amount of
Securities to be Registered Registered Share(1) Offering Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, $.01 par
value per share 3,262,403 shares(1) (1) (1) (1)
- ------------------------------------------------------------------------------------------------------------------------------------
(1) The 3,262,403 Ordinary Shares to which this Registration Statement relates were part of, and included in the 4,222,667 Ordinary
Shares of the Registrant previously registered on Form S-1, Registration No. 333-53311, for which a filing fee was previously
paid in the amount of $15,483. Accordingly, no additional filing fee is payable in connection with the Registration Statement.
Pursuant to Rule 429 promulgated under the Securities Act of 1933, as amended, the Prospectus which constitutes part of this
Registration Statement relates to an aggregate of 4,222,667 of the Registrant's Ordinary Shares previously registered on Form S-1,
Registration No. 333-53311.
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</TABLE>
<PAGE>
FLEXTRONICS INTERNATIONAL LTD.
UP TO 3,262,403 ORDINARY SHARES
(S$.01 PAR VALUE PER SHARE)
----------------------
This Prospectus relates to the public resale, which is not being
underwritten, from time to time of up to 4,222,667 Ordinary Shares, S$.01 par
value per share, of Flextronics International Ltd. ("Flextronics" or the
"Company"). All 3,262,403 shares (the "Shares") may be offered by certain
shareholders of the Company or by pledges, 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 acquisitions of Neutronics
Electronic Industries Holding AG ("Neutronics"), DTM Products, Inc. ("DTM"),
Altatron, Inc. and Marathon Business Park LLC (collectively, "Altatron"),
Energipilot AB ("Energipilot") and Conexao Informatica Ltda. ("Conexao"). 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 Selling Shareholders may sell or distribute some or all of the Shares
from time to time through underwriters or dealers or brokers or other agents or
directly to one or more purchasers, including pledgees, in transactions (which
may involve crosses and block transactions) on Nasdaq, in privately negotiated
transactions (including sales pursuant to pledges) or in the over-the-counter
market, or in a combination of such transactions. Such transactions may be
effected by the Selling Shareholders at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices,
or at fixed prices, which may be changed. Brokers, dealers, agents or
underwriters participating in such transactions as agent may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Such discounts, concessions or commissions as to a
particular broker, dealer, agent or underwriter might be in excess of those
customary in the type of transaction involved. See "Plan of Distribution."
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 October 1, 1998 the closing sale price of the Ordinary Shares
was $32.49 per share.
-----------------------
The Selling Shareholders and any underwriters, brokers, dealers or agents
that participate in such distribution may be deemed to be "underwriters" within
the meaning of the Securities Act, and any discounts, commissions or concessions
received by any such underwriters, brokers, dealers or agents might be deemed to
be underwriting discounts and commissions under the Securities Act. See "Plan of
Distribution" herein for a description of indemnification agreements.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS October 14, 1998
<PAGE>
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
Flextronics International Ltd. 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 and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the Commission's
regional offices at Suite 1400, Northwest Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661 and 13th Floor, Seven World Trade Center, New
York, New York 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549. The Company's Ordinary Shares are
quoted for trading on the Nasdaq National Market and reports, proxy statements
and other information concerning the Company also may be inspected at the
offices of the National Association of Securities Dealers, 9513 Key West Avenue,
Rockville, Maryland 20850. The Commission maintains a World Wide Web site that
contains reports, proxy and information statements and other information
regarding registrants, such as the Company, that file electronically with the
Commission. The address of the site is http://www.sec.gov. The Company's
Ordinary Shares are quoted for trading on the Nasdaq National Market and,
accordingly, reports, proxy statements and other information concerning the
Company may be inspected at the offices of the Nasdaq Stock Market at 1735 K
Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the securities offered by this
Prospectus. This Prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the securities offered hereby,
reference is made to the Registration Statement. Statements made in this
Prospectus as to the contents of any contract or other document referred to
herein are not necessarily complete and in each instance in which a copy of such
contract is filed as an exhibit to the Registration Statement, reference is made
to such copy, and each such statement shall be deemed qualified in all respects
by such reference. Copies of the Registration Statement may be inspected,
without charge, at the offices of the Commission, or obtained at prescribed
rates from the Public Reference Section of the Commission at the address set
forth above.
INFORMATION INCORPORATED HEREIN BY REFERENCE
The following documents filed with the Commission (File No. 0-23354)
pursuant to the Exchange Act are incorporated herein by reference: (a) the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998;
(b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 26, 1998; (c) the Company's Proxy Statement dated August 19, 1998; (d) the
description of the Company's Ordinary Shares, $.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 (e) 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, including any
beneficial owner, 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 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
2
<PAGE>
Flextronics International Ltd., 2090 Fortune Drive, San Jose, California 95131,
Attention Laurette F. Slawson, Treasurer and Director of Investor Relations,
telephone (408) 428-1300.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement or this Prospectus to the extent that
a statement contained herein, in a prospectus supplement or in any other
document subsequently filed with the Commission which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement or this
Prospectus.
THE COMPANY
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. Flextronics offers
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 Flextronics incorporate
advanced interconnect, miniaturization and packaging technologies, such as
surface mount ("SMT"), chip-on-board ("COB"), ball grid array ("BGA") and
miniaturized gold-plated PCB technology. The Company's strategy is to use its
global manufacturing capabilities and advanced technological expertise to
provide its customers with a complete manufacturing solution, highly responsive
and flexible service, accelerated time to market and reduced production costs.
The Company targets leading OEMs, in growing vertical markets with which it
believes it can establish long-term relationships, and serves its customers on a
global basis from its strategically located facilities in North America, South
America, Asia, Western Europe and Central Europe. The Company's principal
executive offices are located at 514 Chai Chee Lane, #04-13, 1 Bedok Industrial
Estate, Singapore 469029 and its telephone number is 65-449-5255.
ENFORCEMENT OF CIVIL LIABILITIES
The Company is incorporated in Singapore under the Companies Act. Certain
of its directors and executive officers (and certain experts named in this
Prospectus) reside in Singapore. All or a substantial portion of the assets of
such persons, and a substantial portion of the assets of the Company (other than
its U.S. subsidiaries), are located outside the United States. As a result, it
may not be possible for persons purchasing Ordinary Shares to effect service of
process within the United States upon such persons or the Company 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. The Company 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.
3
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the shares
beneficially owned by the Selling Shareholders as of September 1, 1998, the
shares that may be offered and sold from time to time by the Selling
Shareholders pursuant to this Prospectus (assuming each Selling Shareholder
sells all of the Ordinary Shares offered hereby) and the nature of any position,
office or other material relationship which each Selling Shareholder has had
with the Company. Except as indicated below, the shares that may be offered and
sold pursuant to this Prospectus represent all of the shares beneficially owned
by each Selling Shareholder as of September 1, 1998. All of such shares were
acquired by the Selling Shareholders in connection with the Company's
acquisitions of Neutronics, Energipilot, DTM, Conexao and Altatron. Because the
Selling Shareholders may offer from time to time all or some of the Shares which
they hold pursuant to the transactions 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 assurances can be given as to the
actual number of Shares that will be sold by any Selling Shareholder or that
will be held by the Selling Shareholders after completion of such sales. Unless
otherwise indicated below, the persons and entities named in the table have sole
voting and sole investment power with respect to all the shares beneficially
owned, subject to community property laws where applicable.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY MAXIMUM
OWNED(1) NUMBER OF
----------------------- SHARES TO
NAMES OF SELLING SHAREHOLDER NUMBER PERCENT(2) TO OFFERED
- ------------------------------------------------------- --------- ---------- ------------
<S> <C> <C> <C>
Bo Sjunnesson(3).............................. 30,000 * 30,000
Osterreichische Philips Industrie GmbH(4)..... 831,125 4.0% 831,125
Philips Beteiligungs GmbH(4).................. 266,875 1.3% 266,875
Hui Shing Leong(5)............................ 930,480 4.5% 922,980
Walter Mayrhofer(6)........................... 51,000 * 51,000
Robert J. Grubb(7)............................ 165,245 * 165,245
Nicole Leann Grubb Trust...................... 3,930 * 3,930
Kristen Lee Grubb Trust....................... 3,930 * 3,930
Kenneth Garrett Grubb Trust................... 2,620 * 2,620
Capone Investments, Inc....................... 16,830 * 16,830
Plum Street Investments, Ltd.................. 33,660 * 33,660
Celso Moraes Camargo Filho(8) ................ 303,288 * 303,288
3C Comercio E Participacoes(9)............... 303,288 * 303,288
Joseph L. Jeng(10)............................ 630,920 * 630,920
Marrina C. Jeng(11)........................... 630,920 * 630,920
</TABLE>
- ----------------
* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission that deem shares to be beneficially
owned by any person who has voting or investment power with respect to such
shares. Ordinary Shares subject to options that are currently exercisable
or exercisable within 60 days after September 1, 1998 are deemed to be
outstanding and to be beneficially owned by the person holding such options
for the purpose of computing the percentage ownership of such person but
are not treated as outstanding for the purpose of computing the percentage
ownership of any other person.
(2) Percentage ownership is based upon 20,624,411 outstanding Ordinary Shares
as of October 1, 1998.
(3) Mr. Bo Sjunnesson is an officer of a subsidiary of the Company, and was a
director, officer and the sole shareholder of Energipilot prior to its
acquisition by the Company.
(4) Osterreichische Philips Industrie GmbH and Philips Beteiligungs GmbH were
shareholders of Neutronics until its acquisition by the Company, and are
affiliates of Philips Electronics, a significant customer of the Company.
(5) Mr. Hui Shing Leong is a director of the Company, and was a director and
shareholder of Neutronics until its acquisition by the Company. Shares
beneficially owned by Mr. Hui include 7,500 shares subject to options
exercisable within 60 days after October 1, 1998 held by Mr. Hui.
(6) Mr. Walter Mayrhofer is an officer of a subsidiary of the Company and was a
director, officer and shareholder of Neutronics until its acquisition by
the Company.
4
<PAGE>
(7) Mr. Robert J. Grubb is an officer of a subsidiary of the Company, and was
an officer, director and shareholder of DTM until its acquisition by the
Company.
(8) Mr. Celso Moraes Camargo Filho is an officer of a subsidiary of the Company
and was an officer, director and member of Conexao until its acquisition by
the Company. Shares beneficially owned by Mr. Celso Moraes Camargo Filho
include 31 shares held by 3C Comercio E Participacoes Ltda. See Note 9.
(9) Shares beneficially owned by 3C Comercio E Participacoes Ltda. include
303,257 shares held by Mr. Celso Moraes Camargo Filho, who controls 3C
Comercio E Participacoes Ltda. See Note 8.
(10) Shares beneficially owned by Mr. Joseph L. Jeng include 315,460 shares held
by Mrs. Marrina C. Jeng. See Note 11. Mr. Jeng was an officer and director
of Altatron until its acquisition by the Company.
(11) Shares beneficially owned by Mrs. Marrina C. Jeng include 315,460 shares
held by Mr. Joseph L. Jeng. See Note 10. Ms. Jeng was an officer and
director of Altatron until its acquisition by the Company.
5
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders may sell or distribute some or all of the Shares
from time to time through underwriters or dealers or brokers or other agents or
directly to one or more purchasers, including pledgees, in transactions (which
may involve crosses and block transactions) on Nasdaq, in privately negotiated
transactions (including sales pursuant to pledges) or in the over-the-counter
market, or in a combination of such transactions. Such transactions may be
effected by the Selling Shareholders at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices,
or at fixed prices, which may be changed. Brokers, dealers, agents or
underwriters participating in such transactions as agent may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Such discounts, concessions or commissions as to a
particular broker, dealer, agent or underwriter might be in excess of those
customary in the type of transaction involved. This Prospectus also may be used,
with the Company's consent, by donees or pledgees of the Selling Shareholders,
or by other persons acquiring Shares and who wish to offer and sell such Shares
under circumstances requiring or making desirable its use.
The Selling Shareholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Shareholders can presently estimate the
amount of such compensation.
The Company will pay substantially all of the expenses incident to this
Offering of the Shares by the Selling Shareholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents. The
Company has agreed to indemnify the Selling Shareholders against certain
liabilities, including liabilities arising under the Securities Act, in
connection with the offer and sale of the Shares, and Selling Shareholders may
indemnify brokers, dealers, agents or underwriters that participate in
transactions involving sales of the Shares against certain liabilities,
including liabilities arising under the Securities Act.
In order to comply with certain states' securities laws, 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 the Shares have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied with.
The Shares were originally issued to former shareholders of Neutronics,
DTM, Energipilot, Conexao and Altatron in connection with the acquisitions of
such companies pursuant to exemptions from the registration requirements of the
Securities Act provided by Section 4(2) thereof. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Overview" and
"Business -- Recent Acquisitions." The Company has agreed to pay all fees and
expenses incident to the filing of this Registration Statement.
LEGAL MATTERS
The validity of the securities offered hereby has been passed upon for
the Company by Allen & Gledhill, Singapore.
6
<PAGE>
================================================================================
NO DEALER, SALES REPRESENTATIVE, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES OTHER THAN
THE ORDINARY SHARES TO WHICH IT RELATES OR AN OFFER TO, OR A SOLICITATION OF,
ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
PAGE
----
Available Information .................................................... 2
Information Incorporated Herein By Reference ............................. 2
The Company .............................................................. 3
Enforcement of Civil Liabilities ......................................... 3
Selling Shareholders ..................................................... 4
Plan of Distribution ..................................................... 4
Legal Matters ............................................................ 6
================================================================================
================================================================================
------------------------------
PROSPECTUS
------------------------------
October 14, 1998
================================================================================
7
<PAGE>
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:
SEC Registration fee........................................ $ 15,483
Printing and engraving expenses............................. 5,000
Legal expenses.............................................. 10,000
Blue Sky expenses........................................... 5,000
Accounting fees and expenses................................ 10,000
Miscellaneous............................................... 4,517
--------
Total............................................. $ 50,000
========
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 AND FINANCIAL STATEMENTS AND SCHEDULES.
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
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).
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.
(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
8
<PAGE>
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.
9
<PAGE>
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 Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in San Jose, State of California on this 14 day of October,
1998.
FLEXTRONICS INTERNATIONAL LTD.
By: /s/ MICHAEL E. MARKS
-----------------------------
Michael E. Marks
POWER OF ATTORNEY
KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, jointly and severally, Michael E. Marks and
Robert R.B. Dykes, 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) to the Registration
Statement, 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 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 Executive October 14, 1998
- ------------------------------ Officer (principal executive officer)
Michael E. Marks
/s/ TSUI SUNG LAM
- ------------------------------ President, Asia Pacific Operations and Director October 14, 1998
Tsui Sung Lam
/s/ ROBERT R.B. DYKES
- ------------------------------ Senior Vice President of Finance and October 14, 1998
Robert R.B. Dykes Administration and Chief Financial Officer
(principal financial and accounting officer)
/s/ STEPHEN J.L. REES
- ------------------------------ Senior Vice President, Worldwide Sales and October 14, 1998
Stephen J.L. Rees Marketing and Director
/s/ MICHAEL J. MORITZ
- ------------------------------ Director October 14, 1998
Michael J. Moritz
/s/ RICHARD L. SHARP
- ------------------------------ Director October 14, 1998
Richard L. Sharp
/s/ PATRICK FOLEY
- ------------------------------ Director October 14, 1998
Patrick Foley
/s/ ALAIN AHKONG
- ------------------------------ Director October 14, 1998
Alain Ahkong
/s/ HUI SHING LEONG
- ------------------------------ Director October 14, 1998
Hui Shing Leong
</TABLE>
10
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ------ ----------------------- ----
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 in the signature page of this
Registration Statement).
11
EXHIBIT 5.1
(Allen & Gledhill Letterhead)
Allen & Gledhill
36 Robinson Road
#18-01 City House
Singapore 068877
October 13, 1998
Flextronics International Ltd.
514 Chai Chee Lane #04-13
1 Bedok Industrial Estate
Singapore 469029
Dear Sirs,
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 October 13th, 1998 in connection with the registration
under the Securities Act of 1933, as amended, of 3,262,403 ordinary shares of
S$0.01 each in the capital of the Company (the "Ordinary Shares") to which the
Registration Statement relates (the "Registration Shares"). According to the
Registered Statement, the Registration Shares were part of, and included in the
4,222,667 Ordinary Shares, which is the aggregate of: -
1. 303,288 Ordinary Shares allotted and issued pursuant to the acquisition by
the Company of all of the outstanding quotas of Conexao Informatica Ltda.
(the "Conexao Ordinary Shares");
2. 630,920 Ordinary Shares allotted and issued pursuant to (I) the acquisition
by statutory merger of Altatron, Inc. ("Altatron") through the merger of
Altatron with and into FA Acquisition Corporation (a wholly-owned
subsidiary of the Company), and (ii) the acquisition by the Company (or a
subsidiary, or subsidiaries, of the Company designated by the Company) of
all of the outstanding membership interests in Marathon Business Park LLC
(the "Altatron Ordinary Shares");
3. 2,806,000 Ordinary Shares allotted and issued pursuant to the acquisition
by the Company of 92% of the outstanding shares of Neutronics Electronics
Industries Holding A.G. (the "Neutronics Ordinary Shares");
4. 229,990 Ordinary Shares allotted and issued pursuant to the acquisition by
Flextronics International (Sweden) AB ( a wholly-owned subsidiary of the
Company) of all of the outstanding shares of Energipilot AB (the
"Energipilot Ordinary Shares"); and
5. 252,469 Ordinary Shares allotted and issued pursuant to the acquisition by
statutory merger of DTM Products, Inc. ("DTM") through the merger of DTM
with and into CBJ One, Inc. ( a wholly-owned subsidiary of the Company)
(the "DTM Ordinary Shares"),
the Conexao Ordinary Shares, Altatron Ordinary Shares, Neutronics Ordinary
Shares, Energipilot Ordinary Shares, and DTM Ordinary Shares are hereinafter
collectively referred to as the "Consideration Ordinary Shares", previously
registered on Form S-1, Registration No. 333-53311.
As your Singapore counsel, we have examined the proceedings taken by the Company
in connection with the allotment and issuance of the Consideration Ordinary
Shares. We have also made such other examinations of law and fact as we have
considered necessary in order to form a basis for the opinion hereafter
expressed.
Based on the foregoing, we are of the opinion that the Consideration Ordinary
Shares allotted and issued by the Company, and which are represented by share
certificates issued in respect of such Consideration Ordinary Shares, are
legally issued and fully-paid.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement and any amendments thereto.
Yours faithfully
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNANTS
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
October 14, 1998
Exhibit 23.2
Moore Stephens
Chartered Accountants
St. Paul's House, Warwick Lane
London EC4P 48N
October 8, 1998
Flextronics International Limited
2090 Fortune Drive
San Jose, CA 95131
USA
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
