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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1999
REGISTRATION NO. 333-87601
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FLEXTRONICS INTERNATIONAL LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
SINGAPORE 0-23354 NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
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514 CHAI CHEE LANE #04-13 MICHAEL E. MARKS
1 BEDOK INDUSTRIAL ESTATE CHIEF EXECUTIVE OFFICER
SINGAPORE 469029 FLEXTRONICS INTERNATIONAL LTD.
(65) 449-5255 514 CHAI CHEE LANE #04-13
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, 1 BEDOK INDUSTRIAL ESTATE
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE SINGAPORE 469029
OFFICES) (65) 449-5255
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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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
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, 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, 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: [ ]
Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended, the Prospectus which constitutes part of this Registration Statement is
a combined prospectus and also relates to 5,000,000 of the Registrant's ordinary
shares previously registered on Form S-3, Registration No. 333-67883. This
Registration Statement also constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 333-67883. Such Post-Effective Amendment shall become
effective concurrently with the effectiveness of this Registration Statement in
accordance with Section 8(c) of the Securities Act of 1933, as amended.
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
The sole purpose of this Amendment is to file exhibits to the Registration
Statement. No changes have been made to the text of the Registration Statement
other than to Item 16 (Exhibits).
ITEM 16. EXHIBITS
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EXHIBIT
NUMBER EXHIBIT TITLE
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1.1* Form of Underwriting Agreement.
2.1+ Asset Transfer Agreement between Ericsson Business Networks
AB and Flextronics International Sweden AB dated as February
12, 1997. Certain schedules have been omitted. The
Registrant agrees to furnish supplementally a copy of any
omitted schedule to the Commission upon request.
(Incorporated by reference to Exhibit 2.6 of the
Registrant's Registration Statement on Form S-3, No.
333-21715.)
2.2+ Exchange Agreement dated October 19, 1997 by and among the
Registrant, Neutronics Electronic Industries Holding A.G.
and the named shareholders of Neutronics Electronic
Industries Holding A.G. (Incorporated by reference to
Exhibit 2 of the Registrant's Current Report on Form 8-K for
event reported on October 30, 1997.)
2.3+ Exchange Agreement dated as of June 11, 1999 among the
Registrant, Flextronics Holding Finland Oyj and Seppo
Parhankangas. (Incorporated by reference to Exhibit 2.3 of
the Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1999.)
3.1+ Memorandum of Association of the Registrant. (Incorporated
by reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1, No. 33-74622.)
3.2+ Articles of Association of the Registrant. (Incorporated by
reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4, No. 33-85842.)
4.1+ Indenture dated as of October 15, 1997 between the
Registrant and State Street Bank and Trust Company of
California, N.A., as trustee. (Incorporated by reference to
Exhibit 10.1 of the Registrant's Current Report on Form 8-K
for event reported on October 15, 1997.)
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.
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II-1
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EXHIBIT
NUMBER EXHIBIT TITLE
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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).
27.1 Financial Data Schedule. (Incorporated by reference to
Exhibit 27.1 of the Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 1999.)
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* To be filed by amendment or by a report on Form 8-K pursuant to Item 601 of
Regulation S-K.
** Filed herewith.
+ Previously filed.
II-2
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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 September,
1999.
FLEXTRONICS INTERNATIONAL LTD.
By: /s/ MICHAEL E. MARKS
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Michael E. Marks
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.
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SIGNATURE TITLE DATE
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/s/ MICHAEL E. MARKS Chairman of the Board, September 24, 1999
- --------------------------------------------- and Chief Executive
Michael E. Marks Officer (principal
executive officer)
/s/ TSUI SUNG LAM* Director September 24, 1999
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Tsui Sung Lam
/s/ ROBERT R.B. DYKES President, Systems September 24, 1999
- --------------------------------------------- Group and Chief
Robert R.B. Dykes Financial Officer
(principal financial
and accounting officer)
/s/ MICHAEL J. MORITZ* Director September 24, 1999
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Michael J. Moritz
/s/ RICHARD L. SHARP* Director September 24, 1999
- ---------------------------------------------
Richard L. Sharp
/s/ PATRICK FOLEY* Director September 24, 1999
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Patrick Foley
/s/ ALAIN AHKONG* Director September 24, 1999
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Alain Ahkong
/s/ HUI SHING LEONG* Director September 24, 1999
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Hui Shing Leong
*By: /s/ MICHAEL E. MARKS
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Michael E. Marks
Attorney-in-Fact
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II-3
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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1.1* Form of Underwriting Agreement.
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).
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* To be filed by amendment or by a report on Form 8-K pursuant to Item 601 of
Regulation S-K.
** Filed herewith.
+ Previously filed.
<PAGE> 1
Exhibit 5.1
[Letterhead of Allen & Gledhill]
Flextronics International Ltd.
514 Chai Chee Lane #04-13
1 Bedok Industrial Estate
Singapore 469029
22nd September, 1999
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 by the Company with the Securities and Exchange Commission on
or about 14th September, 1999 in connection with the Company's proposed issuance
and sale, from time to time, of up to 14,400,000 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 authorised
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, Chapter 50 in respect of the issue of the
Company Shares from time to time,
we are of the opinion that, the Company Shares have been duly authorised,
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
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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 be filed by
amendment to the Registration Statement and to the reference to this firm under
the caption "Legal Matters" in the Prospectus which forms part of the
Registration Statement.
Yours faithfully,
/s/ Allen & Gledhill
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