As filed with the Securities and Exchange Commission on January 15, 1999
Registration No. 333-42255
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Flextronics International Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Singapore Not Applicable
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
514 Chai Chee Lane #04-13, Bedok Industrial Estate, Singapore 1646
(Address of Principal Executive Offices)
Flextronics International Ltd.
1993 Share Option Plan
1997 Interim Option Plan
1997 Employee Stock Purchase Plan
(Full Title of the Plans)
Michael E. Marks
Chairman and Chief Executive Officer
Flextronics International Ltd.
2090 Fortune Drive, San Jose, CA 95131
(Name and Address of Agent For Service)
(408) 428-1300
(Telephone Number, including Area Code, of Agent For Service)
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed
Securities to be Offering Price Maximum Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
---------------- ---------- ------------ ----------------- ----------------
<S> <C> <C> <C> <C>
Ordinary Shares, S$0.01 par value: 2,600,000 $36.75 $62,475,000 $18,430.13
1993 Share Option Plan(2)
Ordinary Shares, S$0.01 par value: 250,000 $36.75 $9,187,500 $2,710.31
1997 Interim Option Plan
Ordinary Shares, S$0.01 par value: 75,000 $36.75 $2,756,250 $813.09
1997 Employee Stock Purchase Plan
</TABLE>
(1) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per Ordinary Share of Flextronics International Ltd.
on December 10, 1997 as reported by the Nasdaq National Market.
(2) Represents additional shares available for issuance under the Flextronics
International Ltd. 1993 Share Option Plan. A total of 900,000 shares
issuable under the Flextronics International Ltd. 1993 Share Option Plan
have previously been registered under the Securities Act.
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Purpose of Amendment: The numbers in the columns titled "Amount to be
Registered," "Proposed Maximum Aggregate Offering Price" and "Amount of
Registration Fee" have been amended from 2,000,000 to 2,600,000, $73,500,000 to
$62,475,000 and $21,682.50 to $18,430.13, respectively; and footnote (2) has
been amended to reflect that 900,000 and not 600,000 shares issuable under the
Flextronics International Ltd. 1993 Share Option Plan were previously
registered.
<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 of the
requirements for filing on this Post-Effective Amendment No. 1 on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on the 15th day of January, 1999.
FLEXTRONICS INTERNATIONAL LTD.
By: /s/ MICHAEL E. MARKS
---------------------------------
Michael E. Marks
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Registrant 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 January 15, 1999
- ------------------------------------ Officer (principal executive officer)
* President, Asia Pacific Operations and Director January 15, 1999
- ------------------------------------
Tsui Sung Lam
/s/ ROBERT R.B. DYKES Senior Vice President of Finance and January 15, 1999
- ------------------------------------ Administration (principal financial
and accounting officer)
* Senior Vice President, Worldwide Sales January 15, 1999
- ------------------------------------ and Marketing and Director
Stephen J.L. Rees
* Director January 15, 1999
- ------------------------------------
Michael J. Moritz
* Director January 15, 1999
- ------------------------------------
Richard L. Sharp
* Director January 15, 1999
- ------------------------------------
Patrick Foley
* Director January 15, 1999
- ------------------------------------
Alain Ahkong
* Director January 15, 1999
- ------------------------------------
Shing Leong Hui
</TABLE>
*By:
-----------------------------------------
Michael E. Marks, Attorney-in-fact
