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As filed with the Securities and Exchange Commission on October 13, 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)
SINGAPORE 0-23354 NOT APPLICABLE
(State or Other (Commission (I.R.S. Employer
Jurisdiction of file number) Identification No.)
Incorporation)
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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)
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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)
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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
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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: [ ]
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 1,048,700 of the Registrant's ordinary
shares previously registered on Form S-3, Registration No. 333-77515. This
Registration Statement also constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 333-77515. 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 and Financial Statements and Schedules.
EXHIBIT
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------ -------------
<S> <C>
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.
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.)
</TABLE>
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* Previously filed.
** Filed herewith.
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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 Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in San Jose, State of California on this 13th day of October,
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 Amendment
No. 1 to 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 13, 1999
- ------------------------ Officer (principal executive officer)
Michael E. Marks
/s/ Tsui Sung Lam* Director October 13, 1999
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Tsui Sung Lam
/s/ Robert R.B. Dykes President, Systems Group and Chief October 13, 1999
- ------------------------ Financial Officer (principal financial
Robert R.B. Dykes and accounting officer)
/s/ Michael J. Moritz* Director October 13, 1999
- ------------------------
Michael J. Moritz
/s/ Richard L. Sharp* Director October 13, 1999
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Richard L. Sharp
/s/ Patrick Foley* Director October 13, 1999
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Patrick Foley
/s/ Alain Ahkong* Director October 13, 1999
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Alain Ahkong
/s/ Hui Shing Leong* Director October 13, 1999
- ------------------------
Hui Shing Leong
*By:/s/ Michael E. Marks
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Michael E. Marks, Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- -------- ------------------------
<S> <C>
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).
</TABLE>
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* Previously filed.
** Filed herewith.
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Exhibit 5.1
[Letterhead of Allen & Gledhill]
Writer's Name: Ms. Yap Lune Teng
Our Ref: YLT/SLLC/02825/90 Writer's Direct Line: (65) 420-7665/6
Writer's Direct Fax: (65) 224-3017
Your Ref: Writer's Direct e-mail: [email protected]
Flextronics International Ltd.
514 Chai Chee Lane #04-13
1 Bedok Industrial Estate
Singapore 469029 13th October, 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 22nd September, 1999 in connection with the registration
under the Securities Act of 1933, as amended, of 2,688,342 ordinary shares of
S$0.01 each in the capital of the Company (the "Ordinary Shares") to which the
Registration Statement relates ("Registration Shares").
We have assumed that the Registration Shares are part of the
aggregate number of:
1. 2,806,000 Ordinary Shares allotted and issued pursuant to the
acquisition by the Company of 92% of the outstanding shares
of Neutronics Electronic Industries Holding A.G.;
2. 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;
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ALLEN & GLEDHILL
3. 23,534,229 Ordinary Shares allotted and issued pursuant to the
Company's one-for-one bonus issue effected on 11th January, 1999; and
4. 1,639,642 Ordinary Shares allotted and issued pursuant to the
acquisition by Flextronics Holding Finland Oy (a wholly-owned
subsidiary of the Company) of all of the issued and outstanding
capital stock of Kyrel EMS Oyj.
As your Singapore counsel, we have examined the proceedings taken by the
Company in connection with the allotment and issuance of the Registration
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 Registration Shares
allotted and issued by the Company, and which are represented by share
certificates issued in respect of such Registration Shares, are validly issued
and fully-paid.
We consent to the use of this opinion as an exhibit to be filed by
amendment 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
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