As filed with the Securities and Exchange Commission on April 30, 1999
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
FLEXTRONICS INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
Singapore 0-23354 Not Applicable
(State or Other Jurisdiction (Commission file number) (I.R.S. Employer
of Incorporation) 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.
514 Chai Chee Lane #04-13
1 Bedok Industrial Estate
Singapore 469029
(65) 449-5255
(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
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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: |_|
-------------------------
<TABLE>
<CAPTION>
Calculation Of Registration Fee
=========================================================================================================================
Proposed Proposed
Title of Each Class of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price per Share (1) Offering Price (1) Registration Fee
=========================================================================================================================
<S> <C> <C> <C> <C>
Ordinary Shares, S$.01 par value per 738,000 $48.375 $35,700,750 $9,924.81
share
=========================================================================================================================
</TABLE>
<PAGE>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(f). The price per share and aggregate offering price are based
upon the average of the high and low prices for Registrant's Ordinary Shares
on April 27, 1999, as reported on the Nasdaq National Market pursuant to
Rule 457(c).
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
Subject to completion, dated April 28, 1999
PROSPECTUS
FLEXTRONICS INTERNATIONAL LTD.
Up To 738,000 Ordinary Shares
---------------
The 738,000 shares covered by this Prospectus are issuable under
outstanding options granted by Flextronics to certain persons residing outside
of the United States and Singapore who may exercise such options and resell the
shares issued upon exercise to certain financial institutions outside the United
States, or who may assign such options to certain financial institutions, which
would then exercise the options. These shares may be offered and sold over time
by the financial institutions, or by transferees of the financial institutions
that receive such shares in transfers other than public sales in the United
States.
---------------
The financial institutions may sell their Flextronics shares in the open
market at prevailing market prices, or in private transactions at negotiated
prices. They may sell the shares directly, or may sell them through
underwriters, brokers or dealers. Underwriters, brokers, or dealers may receive
discounts, concessions or commissions from the financial institutions, and this
compensation might be in excess of the compensation customary in the type of
transaction involved. See "Plan of Distribution."
We will not receive any of the proceeds from the sale of these shares.
The Ordinary Shares are quoted on the Nasdaq National Market under the
symbol "FLEX." On April 29, 1999, the closing sale price of the Ordinary Shares
was $46.25 per share.
---------------
This investment involves a high degree of risk. See "Risk Factors"
beginning on page 3.
---------------
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.
The date of this Prospectus is April 30, 1999.
<PAGE>
TABLE OF CONTENTS
Page
Where you can find more information.......................................... 2
The Company.................................................................. 3
Enforcement of Civil Liabilities ............................................ 3
Risk Factors................................................................. 3
Selling Shareholders......................................................... 8
Plan of Distribution......................................................... 8
Legal Matters................................................................ 9
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."
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be 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 Report on Form 10-Q for the quarter ended June 26, 1998;
o Our Quarterly Report on Form 10-Q for the quarter ended September 25,
1998;
o Our Quarterly Report on Form 10-Q for the quarter ended December 31,
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 supplement (other than any information
superseded by a later document filed with the SEC and incorporated by reference
in this Prospectus). We have not authorized anyone else to provide you with
different information. The selling shareholder may not make an offer of these
shares in any state where the offer is not permitted. 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.
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THE COMPANY
Flextronics is a leading provider of advanced electronics manufacturing
services to original equipment manufacturers in the telecommunications,
networking, computer, consumer electronics and medical device industries. We
provide a wide range of integrated services, from initial product design to
volume production and fulfillment. Our manufacturing services range from printed
circuit board fabrication and assembly to complete product assembly and test. We
believe that we have developed particular strengths in advanced interconnect,
miniaturization and packaging technologies. In addition, we provide advanced
engineering services, including product design, PCB layout, quickturn
prototyping and test development. Throughout the production process, we offer
logistics services, such as materials procurement, inventory management,
packaging and distribution. 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
We are incorporated in Singapore under the Companies Act. Some of our
directors and executive officers reside in Singapore. All or a substantial
portion of the assets of such persons, and a substantial portion of our assets,
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 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.
We have been advised by our 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
You should carefully consider the following factors as well as the other
information contained or incorporated by reference in this Prospectus before
deciding to invest in our Ordinary Shares. These factors could cause our future
results to differ materially from those expressed or implied in forward-looking
statements made by us.
Risks of Expansion of Operations
We have grown rapidly in recent periods, and this growth may not continue.
Internal growth will require us to develop new customer relationships and expand
existing ones, improve our operational and information systems and further
expand our manufacturing capacity. We plan to further expand our manufacturing
capacity by expanding our facilities and by adding new equipment.
Such expansion involves significant risks. For example:
o we may not be able to attract and retain the management personnel and
skilled employees necessary to support expanded operations; o we may
not efficiently and effectively integrate new operations, expand
existing ones and manage geographically dispersed
operations;
o we may incur cost overruns;
o we may encounter construction delays, equipment delays or shortages,
labor shortages and disputes and production start-up problems that
could adversely affect our growth and our ability to meet customers'
delivery schedules; and
o we may not be able to obtain funds for this expansion, and we may not
be able to obtain loans or operating leases with attractive terms.
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In addition, we expect to incur new fixed operating expenses associated
with our expansion efforts, including substantial increases in depreciation
expense and rental expense, that will increase our cost of sales. If our
revenues do not increase sufficiently to offset these expenses, our operating
results would be adversely affected. Our expansion, both through acquisitions
and internal growth, has contributed to our incurring significant accounting
charges and experiencing volatility in our operating results. We may continue to
experience volatility in operating results in connection with future expansion
efforts.
Risks of Acquisitions
Acquisitions have represented a significant portion of our growth strategy,
and we intend to continue to pursue attractive acquisition opportunities. Our
acquisitions during the last two fiscal years represented a significant
expansion of our operations. Acquisitions involve a number of risks and
challenges, including:
o diversion of management's attention;
o the need to integrate acquired operations;
o potential loss of key employees and customers of the acquired
companies;
o lack of experience operating in the geographic market of the acquired
business; and o an increase in our expenses and working capital
requirements.
To integrate acquired operations, we must implement our management
information systems and operating systems and assimilate and manage the
personnel of the acquired operations. The difficulties of this integration may
be further complicated by geographic distances. The integration of acquired
businesses may not be successful and could result in disruption to other parts
of our business. Any of these and other factors could adversely affect our
ability to achieve anticipated levels of profitability at acquired operations or
realize other anticipated benefits of an acquisition. Furthermore, any future
acquisitions may require debt or equity financing, which could increase our
leverage or be dilutive to our existing shareholders. No assurance can be given
that we will consummate any acquisitions in the future.
Variability of Customer Requirements and Operating Results
Electronics manufacturing service providers must provide increasingly rapid
product turnaround for their customers. We generally do not obtain firm,
long-term purchase commitments from our customers, and over the past few years
we have experienced reduced lead-times in customer orders. Customers may cancel
their orders, change production quantities or delay production for a number of
reasons. Cancellations, reductions or delays by a significant customer or by a
group of customers would adversely affect our results of operations. In addition
to the variable nature of our operating results due to the short-term nature of
our customers' commitments, other factors may contribute to significant
fluctuations in our results of operations. These factors include:
o the timing of customer orders;
o the volume of these orders relative to our capacity;
o market acceptance of customers' new products;
o changes in demand for customers' products and product obsolescence;
o the timing of our expenditures in anticipation of future orders;
o our effectiveness in managing manufacturing processes;
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o changes in the cost and availability of labor and components;
o changes in our product mix;
o changes in economic conditions;
o local factors and events that may affect our production volume (such
as local holidays); and
o seasonality in customers' product requirements.
We make significant decisions, including the levels of business that we
will seek and accept, production schedules, component procurement commitments,
personnel needs and other resource requirements, based on our estimates of
customer requirements. The short-term nature of our customers' commitments and
the possibility of rapid changes in demand for their products reduces our
ability to estimate accurately future customer requirements. On occasion,
customers may require rapid increases in production, which can stress our
resources and reduce margins. Although we have increased our manufacturing
capacity and plan further increases, there can be no assurance we will have
sufficient capacity at any given time to meet our customers' demands. In
addition, because many of our costs and operating expenses are relatively fixed,
a reduction in customer demand can adversely affect our gross margins and
operating income.
Customer Concentration; Dependence on Electronics Industry
Sales to our five largest customers had represented a majority of our net
sales in recent periods. The identity of our principal customers has varied from
year to year, and our principal customers may not continue to purchase services
from us at current levels, if at all. Significant reductions in sales to any of
these customers, or the loss of major customers, would have a material and
adverse effect on us. We cannot assure the timely replacement of expired,
canceled, or reduced contracts with new business. See "--Variability of Customer
Requirements and Operating Results."
Factors affecting the electronics industry in general could have a material
adverse effect on our customers and, as a result, on us. Our customers' markets
are characterized by rapidly changing technology and evolving industry
standards. This frequently results in short product life cycles. Our success
will depend to a significant extent on the success achieved by our customers in
developing and marketing their products, some of which are new and untested. If
customers' products become obsolete or fail to gain widespread commercial
acceptance, our business may be materially and adversely affected. Our
customers' markets are also subject to economic cycles and are likely to
experience recessionary periods in the future. A recession in the industries we
serve could have a material adverse effect on us.
Year 2000 Compliance
We are aware of the issues associated with programming code in existing
computer systems as the Year 2000 approaches. The Year 2000 computer issue
refers to a condition in computer software where a two digit field rather than a
four digit field is used to distinguish a calendar year. Unless corrected, some
computer programs may be unable to function on January 1, 2000 (and thereafter
until corrected), as they will be unable to distinguish the correct date. Such
an uncorrected condition could significantly interfere with the conduct of our
business, could result in disruption of its operations, and could subject it to
potentially significant legal liabilities.
We are primarily addressing the Year 2000 issues by replacing our
management information system with a new enterprise management information
system that is designed to provide enhanced functionality. We have been advised
that our new enterprise management information system is Year 2000 compliant.
However, there can be no assurance that the new system will be Year 2000
compliant or that it will be implemented by January 1, 2000. The new system will
significantly affect many aspects of our business, including our manufacturing,
sales and marketing and accounting functions. In addition, the successful
implementation of this system will be important to our future
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growth. We currently have implemented this new information system in certain
facilities in Europe and North America and anticipate that the installation of
the new system will be completed in September 1999.
The Year 2000 issue also could affect our infrastructure and production
lines. The possibility also exists that we could inadvertently fail to correct a
Year 2000 problem with a mechanical equipment microcontroller. We believe the
impact of such an occurrence would be minor, as substantial Year 2000 compliant
equipment additions and upgrades have occurred in recent years. However,
sufficient testing to date has not been completed to fully validate the
readiness of its microprocessors. Additional testing is planned during fiscal
1999 to reasonably ensure their Year 2000 readiness.
We have sent a Year 2000 Readiness Questionnaire to most of our critical
and significant suppliers and we are in the process of performing risk analysis
related to suppliers to ensure business continuity with these suppliers. We may
need to find alternative suppliers based on the results of the questionnaires
and risk analysis. There can be no assurance that we will be able to find
suitable alternative suppliers and contract with them on reasonable prices and
terms, and such inability could have a material and adverse impact on our
business and results of operations. We are currently working with many of our
major customers to ensure Year 2000 compliance and are currently being audited
by many of our customers. We are reviewing contracts with customers and
suppliers with respect to responsibility for Year 2000 issues and are seeking to
address such issues in future agreements with customers and suppliers. We
recently joined a Year 2000 consortium for companies in the electronics industry
in order to facilitate the transfer of information related to the Year 2000
issue with our suppliers and customers.
We have currently incurred in excess of $15.0 million in total hardware,
software, and system related costs in connection with remediation of Year 2000
issues. These costs are primarily costs associated with the implementation of
our new management information system and have primarily been capitalized as
fixed assets. We anticipate expending an additional $2.0 to $3.0 million before
January 1, 2000 to complete the implementation of the new information system and
address any Year 2000 compliance issues. There can be no assurances that the
cost estimates associated with our Year 2000 issues will prove to be accurate or
that the actual costs will not have a material adverse effect on our results of
operations and financial condition.
Although we currently anticipate the installation of the new system will be
completed in September 1999, it could be delayed until later. Implementation of
the new system could cause significant disruption in operations. In the event
the new information system is not implemented by September 1999, our contingency
plan is to upgrade the existing information system currently in use by a
majority of our operations to a new version which we have been advised is Year
2000 compliant. We estimate the cost to upgrade the existing information system
to be approximately $500,000. There can be no assurance that such measures will
prevent the occurrence of Year 2000 problems, which can have a material adverse
effect upon our business, operating results and financial condition.
Risk of Increased Taxes
We have structured our operations in a manner designed to maximize income
in countries where tax incentives have been extended to encourage foreign
investment or where income tax rates are low. Our taxes could increase if these
tax incentives are not renewed upon expiration, or tax rates applicable to us
are increased. Substantially all of the products manufactured by our Asian
subsidiaries are sold to customers based in North America and Europe. We believe
that profits from our Asian operations are not sufficiently connected to
jurisdictions in North America or Europe to give rise to income taxation there.
However, tax authorities in jurisdictions in North America and Europe could
challenge the manner in which profits are allocated among our subsidiaries, and
we may not prevail in any such challenge. If our Asian profits became subject to
income taxes in such other jurisdictions, our worldwide effective tax rate could
increase.
6
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Significant Leverage
Our level of indebtedness presents risks to investors, including:
o the possibility that we may be unable to generate cash sufficient to
pay the principal of and interest on the indebtedness when due;
o making us more vulnerable to economic downturns;
o limiting our ability to pursue new business opportunities; and
o reducing our flexibility in responding to changing business and
economic conditions.
Risks of Competition
The electronics manufacturing services industry is extremely competitive
and includes hundreds of companies, several of which have achieved substantial
market share. Current and prospective customers also evaluate our capabilities
against the merits of internal production. Certain of our competitors, including
Solectron Corporation and SCI Systems, have substantially greater market shares
than us, and substantially greater manufacturing, financial, research and
development and marketing resources. In recent years, many participants in the
industry, including us, have substantially expanded their manufacturing
capacity. If overall demand for electronics manufacturing services should
decrease, this increased capacity could result in substantial pricing pressures,
which could adversely affect our operating results.
Risks of International Operations
The geographical distances between Asia, the Americas and Europe create a
number of logistical and communications challenges. Our manufacturing operations
are located in a number of countries, including Austria, Brazil, China, Hungary,
Malaysia, Mexico, Sweden, the United Kingdom and the United States. As a result,
we are affected by economic and political conditions in those countries,
including:
o fluctuations in the value of currencies;
o changes in labor conditions;
o longer payment cycles;
o greater difficulty in collecting accounts receivable;
o burdens and costs of compliance with a variety of foreign laws;
o political and economic instability;
o increases in duties and taxation;
o imposition of restrictions on currency conversion or the transfer of
funds;
o limitations on imports or exports; o expropriation of private
enterprises; and
o reversal of the current policies (including favorable tax and lending
policies) encouraging foreign investment or foreign trade by our host
countries.
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The attractiveness of our services to our U.S. customers can be affected by
changes in U.S. trade policies, such as "most favored nation" status and trade
preferences for certain Asian nations. For example, trade preferences extended
by the United States to Malaysia in recent years were not renewed in 1997. In
addition, some countries in which we operate, such as Brazil, Mexico and
Malaysia, have experienced periods of slow or negative growth, high inflation,
significant currency devaluations and limited availability of foreign exchange.
Furthermore, in countries such as Mexico and China, governmental
authorities exercise significant influence over many aspects of the economy, and
their actions could have a significant effect on Flextronics. Finally, we could
be adversely affected by inadequate infrastructure, including lack of adequate
power and water supplies, transportation, raw materials and parts in countries
in which we operate.
Currency Fluctuations
With the acquisitions of the Karlskrona facilities, Neutronics and Conexao,
a significant portion of our business is conducted in the Swedish kronor,
Austrian schilling and Brazilian real, respectively. In addition, some of our
costs, such as payroll and rent, are denominated in currencies such as the
Singapore dollar, the Hong Kong dollar, the Malaysian ringgit, the Hungarian
forint, the Mexican peso, and the British pound, as well as the kronor, the
schilling and the real. In recent years, the Hungarian forint, Brazilian real
and Mexican peso have experienced significant devaluations, and in January 1999
the Brazilian real experienced further significant devaluations. Changes in
exchange rates between these and other currencies and the U.S. dollar will
affect our cost of sales and operating margins. We cannot predict the impact of
future exchange rate fluctuations. Our European and Latin American operations
use financial instruments, primarily forward purchase contracts, to hedge
certain fixed Japanese yen, German deutschmark, U.S. dollar, and other foreign
currency commitments arising from trade accounts payable and fixed purchase
obligations. Because we hedge only fixed obligations, we do not expect that
these hedging activities will have a material effect on our results of
operations or cash flows. However, our hedging activities may be unsuccessful,
and we may change or reduce our hedging activities in the future.
SELLING SHAREHOLDERS
The 738,000 shares covered by this Prospectus are issuable under
outstanding options granted by Flextronics to certain persons residing outside
of the United States and Singapore who may exercise such options and resell the
shares issued upon exercise to certain financial institutions, or may assign
such options to certain financial institutions, which would then exercise the
options. The name of the applicable financial institution will be set forth in a
supplement to this Prospectus. These shares may be offered and sold over time by
the financial institutions, or by transferees of the financial institutions that
receive such shares in transfers other than public sales in the United States.
Because the option-holders may assign from time to time all or some of their
options, or resell from time to time all or some of the shares issuable under
their options, to financial institutions, no assurances can be given as to the
actual number of shares that will be sold under this Prospectus or by
option-holders that will remain issuable under the options that will be held by
the option-holders after completion of such sales.
PLAN OF DISTRIBUTION
The shares offered by this Prospectus are issuable under options granted by
Flextronics to certain persons residing outside of the United States and
Singapore who may exercise such options and resell the shares issued upon
exercise to certain financial institutions, or may assign such options to the
selling shareholders pursuant to exemptions from the registration requirements
of the Securities Act provided by Regulation S promulgated thereunder. The
financial institutions 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, in transactions (which may involve crosses
and block transactions) on Nasdaq, in privately negotiated transactions or in
the over-the-counter market, or in a combination of such transactions. Such
transactions may be effected by the financial institutions 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 financial institutions(and, if they act as agent for the purchaser of such
shares, from such purchaser). Such discounts,
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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 our consent, by persons
acquiring shares from the financial institutions and who wish to offer and sell
such shares under circumstances requiring or making desirable its use.
The financial institutions 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 we nor the selling shareholders can presently estimate the amount of
such compensation.
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.
LEGAL MATTERS
The validity of the securities offered hereby has been passed upon for us
by Allen & Gledhill, Singapore.
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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 FLEXTRONICS OR THE SELLING SHAREHOLDERS. 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 FLEXTRONICS OR THAT INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
--------------------
--------------------
PROSPECTUS
--------------------
April 30, 1999
================================================================================
<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.................................. $ 9,925
Printing and engraving expenses ...................... 5,000
Legal expenses ....................................... 15,000
Blue Sky expenses .................................... 5,000
Accounting fees and expenses ......................... 10,000
Miscellaneous ........................................ 2,575
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Total............................................. $ 47,500
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, our 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).
24.1 Power of Attorney (included in the signature page of this Registration
Statement).
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
Prospectus required by section 10(a)(3) of the Securities Act; (ii) to
reflect in the Prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement; and (iii) to include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that (i) and (ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by (i) and (ii) is
contained in periodic reports filed with or furnished to the Commission
<PAGE>
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 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.
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in San Jose, State of California on this 30th day of April, 1999.
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 April 30, 1999
- ------------------------------------ Officer (principal executive officer)
Michael E. Marks
/s/ Tsui Sung Lam President, Asia Pacific Operations and Director April 30, 1999
- ------------------------------------
Tsui Sung Lam
/s/ Robert R.B. Dykes Senior Vice President of Finance and April 30, 1999
- ------------------------------------ Administration (principal financial
Robert R.B. Dykes and accounting officer)
- ------------------------------------ Director
Michael J. Moritz
/s/ Richard L. Sharp Director April 30, 1999
- ------------------------------------
Richard L. Sharp
/s/ Patrick Foley Director April 30, 1999
- ------------------------------------
Patrick Foley
/s/ Alain Ahkong Director April 30, 1999
- ------------------------------------
Alain Ahkong
/s/ Hui Shing Leong Director April 30, 1999
- ------------------------------------
Hui Shing Leong
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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).
Exhibit 5.1
[On the Letterhead of Allen and Gledhill]
OUR REF: YLT/SLLC/02825/90
Flextronics International Ltd.
514 Chai Chee Lane #04-13
1 Bedok Industrial Estate
Singapore 469029 30th April, 1999
Dear Sirs:
Registration Statement on Form S-3 of
Flextronics International Ltd. (the "Company")
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement") to be filed by the Company with the Securities
and Exchange Commission on or about 30th April, 1999 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
738,000 ordinary shares of S$0.01 each in the capital of the Company (the
"Option Shares") subject to issuance by the Company upon the valid exercise of
subscription rights represented by outstanding share options granted under each
of the Company's 1993 Share Option Plan (the "1933 SOP"), the 1998 Interim
Option Plan (the "1998 IOP") and the 1999 Interim Option Plan (the "1999 IOP")
respectively.
As your Singapore counsel, we have examined the proceedings taken by the
Company in connection with:
(a) the adoption of each of the 1993 SOP, the 1998 IOP and the 1999 IOP;
and
(b) the allotment and issuance of new ordinary shares of S$0.01 each in
the capital of the Company rising from the exercise of the
subscription rights represented by outstanding share options granted
under each of the 1993 SOP, the 1998 IOP and the 1999 IOP respectively
(the "Company's Allotment Procedures").
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 Option Shares
allotted and issued by the Company (i) upon the exercise of the subscription
rights represented by outstanding share options granted under each of the 1993
SOP, the 1998 IOP and the 1999 IOP in accordance with their respective terms,
(ii) pursuant to the
<PAGE>
Flextronics International Ltd.
Page Two
Company's Allotment Procedures, and (iii) represented by share certificates
issued by the Company in respect of such Option Shares, will be 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,
/s/ Allen & Gledhill
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
April 29, 1999
Exhibit 23.2
[Letterhead of Moore Stephens]
Our Reference: 85/25725
29 April 1999
Flextronics International Limited
2090 Fortune Drive
San Jose, CA 95131
FLEXTRONICS INTERNATIONAL LIMITED
FORM S-3 (1)
As independent public accountants, we hereby consent to the use of our reports
(and all references to our Firm) included in or made a part of this registration
statement.
/s/ Moore Stephens
Moore Stephens
