As filed with the Securities and Exchange Commission on January 22, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 1 Bedok Industrial Estate, Singapore 469029
(Address of Principal Executive Offices)
Flextronics International Ltd.
1993 Share Option Plan
1998 Interim Option Plan
1999 Interim Option Plan
(Full Title of the Plans)
Michael E. Marks
Chairman and Chief Executive Officer
Flextronics International Ltd.
2090 Fortune Drive, San Jose, CA 95131
(408) 428-1300
(Name, Address and Telephone Number 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
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(1) Per Share(3) Offering Price(3) Registration Fee
---------------- ------------- ------------ ----------------- ----------------
<S> <C> <C> <C> <C>
Ordinary Shares, S$0.01 par value: 7,200,000(2) $45.125 $324,900,000 $90,322.20
1993 Share Option Plan
Ordinary Shares, S$0.01 par value: 800,000 $45.125 $ 36,100,000 $10,035.80
1998 Interim Option Plan
Ordinary Shares, S$0.01 par value: 1,300,000 $45.125 $ 58,662,500 $16,308.18
1999 Interim Option Plan
</TABLE>
(1) Reflects a two-for-one stock split of the Ordinary Shares of Flextronics
International Ltd. effected in the form of a one-for-one bonus issue
(equivalent to a stock dividend).
(2) Represents additional shares available for issuance under the Flextronics
International Ltd. 1993 Share Option Plan. Pursuant to Rule 429 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), the
prospectuses relating to this Registration Statement also relate to the
shares registered under Form S-8 Registration Statement Nos. 33-99924 and
333-42255. A total of 5,200,000 shares issuable under the Flextronics
International Ltd. 1993 Share Option Plan have previously been registered
under the Securities Act.
(3) 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 prices per Ordinary Share of Flextronics International Ltd. on
January 20, 1999 as reported by the Nasdaq National Market.
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<PAGE>
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998, as amended, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
which Annual Report contains audited financial statements for the
fiscal year ended March 31, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 26, 1998 filed pursuant to Section 13(a) of the Exchange Act; and
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 25, 1998 filed pursuant to Section 13(a) of the Exchange
Act;
(c) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since March 31, 1998; and
(d) The description of the Registrant's Ordinary Shares contained in the
Registrant's registration statement on Form 8-A filed with the
Commission under Section 12(g) of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article 155 of the Registrant's Articles of Association provides that,
subject to the Singapore Companies Act, every Director or other officer shall be
entitled to be indemnified by the Registrant against all liabilities incurred by
him in the execution and discharge of his duties or in relation thereto
including any liability in defending any proceedings, civil or criminal, which
relate to anything done or omitted or alleged to have been done or omitted by
him as an officer or employee of the Registrant and (i) in which judgment is
given in his favor (or the proceedings otherwise disposed of without finding or
admission of any material breach of duty), (ii) in which he is acquitted or
(iii) in connection with any application under any statute for relief from
liability in respect of any such act or omission in which relief is granted to
him by the court and further, that no Director or other officer shall be liable
for the acts, receipts, neglects or defaults of any other Director or officer or
for joining in any receipt or other act for conformity or for any loss or
expense happening to the Registrant through the insufficiency or deficiency of
title to any property acquired by order of the Directors for the Registrant or
for the insufficiency or deficiency of any security upon which any of the moneys
of the Registrant are invested or for any loss or damage arising from the
bankruptcy, insolvency or tortious act of any person with whom any moneys,
securities or effects are deposited or for any other loss or misfortune in the
execution of his duties unless the same happens through his own negligence,
willful default, breach of duty or breach of trust. Section 172 of the Companies
Act prohibits a company from indemnifying its directors or officers against
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 Registrant, except to the extent permitted under
Article 155 of the Registrant's Articles of Association, and any such indemnity
is void and unenforceable. The Registrant has entered into Indemnification
Agreements with its officers and directors that
<PAGE>
provide the Registrant's officers and directors with indemnification to the
maximum extent permitted by the Companies Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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 the event reported on October 15, 1997.)
4.2 Revolving Credit and Term Loan Agreement dated as of March 27, 1997
among the Registrant, The First National Bank of Boston, as Agent, and
the other lending institutions listed on Schedule 1 attached thereto.
The Registrant agrees to furnish a copy of the omitted schedule to the
Commission upon request. (Incorporated by reference to Exhibit 5(a) of
the Registrant's Current Report on Form 8-K for the event reported on
March 27, 1997.)
4.3 Revolving Credit Agreement dated as of March 27, 1997 among
Flextronics International USA, Inc., The First National Bank of
Boston, as Agent, and the other lending institutions listed on
Schedule 1 attached thereto. The Registrant agrees to furnish a copy
of the omitted schedule to the Commission upon request. (Incorporated
by reference to Exhibit 5(b) of the Registrant's Current Report on
Form 8-K for the event reported on March 27, 1997.)
4.4 1993 Share Option Plan. (Incorporated by reference to Exhibit 10.2 of
the Registrant's registration statement on Form S-1, No. 33-74622.)
4.5 1998 Interim Option Plan.
4.6 1999 Interim Option Plan.
5.1 Opinion and Consent of Allen & Gledhill.
23.1 Consent of Independent Auditors - Arthur Andersen LLP.
23.2 Consent of Independent Auditors - Moore Stephens.
24.1 Power of Attorney. Reference is made to page 5 of this Registration
Statement.
Item 9. 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
<PAGE>
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 paragraphs (1)(i) and (1)(ii) above do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
of 1934 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.
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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
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 provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the 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 hereby, 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.
<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 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 22nd day of
January, 1999.
FLEXTRONICS INTERNATIONAL LTD.
By: /s/ MICHAEL E. MARKS
---------------------------
Michael E. Marks
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS 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 one of them, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any and all
amendments to this registration statement (including any and all amendments,
including post-effective amendments), 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 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 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 22, 1999
- ------------------------------------ Officer (principal executive officer)
/s/ TSUI SUNG LAM President, Asia Pacific Operations and Director January 22, 1999
- ------------------------------------
/s/ ROBERT R.B. DYKES Senior Vice President of Finance and January 22, 1999
- ------------------------------------ Administration (principal financial
and accounting officer)
/s/ STEPHEN J.L. REES Director January 22, 1999
- ------------------------------------
/s/ MICHAEL J. MORITZ Director January 22, 1999
- ------------------------------------
/s/ RICHARD L. SHARP Director January 22, 1999
- ------------------------------------
/s/ PATRICK FOLEY Director January 22, 1999
- ------------------------------------
/s/ ALAIN AHKONG Director January 22, 1999
- ------------------------------------
/s/ SHING LEONG HUI Director January 22, 1999
- ------------------------------------
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------ --------------------
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 the event reported on October 15, 1997.)
4.2 Revolving Credit and Term Loan Agreement dated as of March 27, 1997
among the Registrant, The First National Bank of Boston, as Agent, and
the other lending institutions listed on Schedule 1 attached thereto.
The Registrant agrees to furnish a copy of the omitted schedule to the
Commission upon request. (Incorporated by reference to Exhibit 5(a) of
the Registrant's Current Report on Form 8-K for the event reported on
March 27, 1997.)
4.3 Revolving Credit Agreement dated as of March 27, 1997 among
Flextronics International USA, Inc., The First National Bank of
Boston, as Agent, and the other lending institutions listed on
Schedule 1 attached thereto. The Registrant agrees to furnish a copy
of the omitted schedule to the Commission upon request. (Incorporated
by reference to Exhibit 5(b) of the Registrant's Current Report on
Form 8-K for the event reported on March 27, 1997.)
4.4 1993 Share Option Plan. (Incorporated by reference to Exhibit 10.2 of
the Registrant's registration statement on Form S-1, No. 33-74622.)
4.5 1998 Interim Option Plan.
4.6 1999 Interim Option Plan.
5.1 Opinion and Consent of Allen & Gledhill.
23.1 Consent of Independent Auditors - Arthur Andersen LLP.
23.2 Consent of Independent Auditors - Moore Stephens.
24.1 Power of Attorney. Reference is made to page 5 of this Registration
Statement.
FLEXTRONICS INTERNATIONAL LTD.
1998 INTERIM OPTION PLAN
As Adopted January 14, 1998
1. PURPOSE. The purpose of this Plan is to provide incentives to attract,
retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company, its Parent, Subsidiaries and
Affiliates, by offering them an opportunity to participate in the Company's
future performance through awards of Options. Capitalized terms not defined in
the text are defined in Section 20.
2. SHARES SUBJECT TO THE PLAN.
2.1 Number of Shares Available. Subject to Sections 2.2 and 15, the total
number of Shares reserved and available for grant and issuance pursuant to this
Plan will be 400,000 Shares. Subject to Sections 2.2 and 15, Shares that are
subject to issuance upon exercise of an Option but cease to be subject to such
Option for any reason other than exercise of such Option will again be available
for grant and issuance in connection with future Options under this Plan. At all
times the Company shall reserve and keep available a sufficient number of Shares
as shall be required to satisfy the requirements of all outstanding Options
granted under this Plan.
2.2 Adjustment of Shares. In the event that the number of outstanding
Shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without consideration, then (a) the number of
Shares reserved for issuance under this Plan and (b) the Exercise Prices of and
number of Shares subject to outstanding Options will be proportionately
adjusted, subject to any required action by the Board or the shareholders of the
Company and compliance with applicable securities laws; provided, however, that
(i) fractions of a Share will not be issued but will be replaced by a cash
payment equal to the Fair Market Value of such fraction of a Share, and (ii) no
such adjustment shall be made if as a result, the Exercise Price would fall
below the par value of a Share and if such adjustment would but for this
paragraph (ii) result in the Exercise Price being less than the par value of a
Share, the Exercise Price payable shall be the par value of a Share as
determined by the Committee.
3. ELIGIBILITY. Options may be granted only to employees, consultants,
independent contractors and advisors of the Company or any Parent, Subsidiary or
Affiliate of the Company; provided, however, that such employees, consultants,
independent contractors and advisors are not officers or directors of the
Company or any Parent, Subsidiary or Affiliate of the Company; and provided
further that such consultants, independent contractors and advisors (i) render
bona fide services not in connection with the offer and sale of securities in a
capital-raising transaction and (ii) are not residents of Singapore. No person
will be eligible to receive more than 50,000 Shares in any calendar year under
this Plan pursuant to the grant of Options hereunder, other than new employees
of the Company or of a Parent, Subsidiary or Affiliate of the Company who are
eligible to receive up to a maximum of 70,000 Shares in the calendar year in
which they commence their employment. A person may be granted more than one
Option under this Plan.
4. ADMINISTRATION.
4.1 Committee Authority. This Plan will be administered by the Committee or
by the Board acting as the Committee. Subject to the general purposes, terms and
conditions of this Plan, and to the direction of the Board, the Committee will
have full power to implement and carry out this Plan. Without limitation, the
Committee will have the authority to:
(a) construe and interpret this Plan, any Award Agreement and any other
agreement or document executed pursuant to this Plan;
<PAGE>
Flextronics International Ltd.
1998 Interim Option Plan
(b) prescribe, amend and rescind rules and regulations relating to this
Plan;
(c) select persons to receive Options;
(d) determine the form and terms of Options;
(e) determine the number of Shares or other consideration subject to
Options;
(f) determine whether Options will be granted singly, in combination with,
in tandem with, in replacement of, or as alternatives to, other
Options under this Plan or any other incentive or compensation plan of
the Company or any Parent, Subsidiary or Affiliate of the Company;
(g) grant waivers of Plan or Option conditions;
(h) determine the vesting, exercisability and payment of Options;
(i) correct any defect, supply any omission or reconcile any inconsistency
in this Plan, any Option or any Award Agreement;
(j) determine whether an Option has been earned; and
(k) make all other determinations necessary or advisable for the
administration of this Plan.
4.2 Committee Discretion. Any determination made by the Committee with
respect to any Option will be made in its sole discretion at the time of grant
of the Option or, unless in contravention of any express term of this Plan or
Option, at any later time, and such determination will be final and binding on
the Company and on all persons having an interest in any Option under this Plan.
The Board may delegate to one or more officers of the Company the authority to
grant an Option under this Plan to Participants who are not Insiders of the
Company.
5. OPTIONS. The Committee may grant Nonqualified Stock Options ("NQSOs") to
eligible persons and will determine the number of Shares subject to the Option,
the Exercise Price of the Option, the period during which the Option may be
exercised, and all other terms and conditions of the Option, subject to the
following:
5.1 Form of Option Grant. Each Option granted under this Plan will be
evidenced by an Award Agreement and will be in such form and contain such
provisions (which need not be the same for each Participant) as the Committee
may from time to time approve, and which will comply with and be subject to the
terms and conditions of this Plan.
5.2 Date of Grant. The date of grant of an Option will be the date on which
the Committee makes the determination to grant such Option, unless otherwise
specified by the Committee. The Award Agreement and a copy of this Plan will be
delivered to the Participant within a reasonable time after the granting of the
Option.
5.3 Exercise Period. Options may be exercisable within the times or upon
the events determined by the Committee as set forth in the Award Agreement
governing such Option; provided, however, that no Option will be exercisable
after the expiration of five (5) years from the date the Option is granted. The
Committee also may provide for Options to become exercisable at one time or from
time to time, periodically or otherwise, in such number of Shares or percentage
of Shares as the Committee determines.
5.4 Exercise Price. The Exercise Price of an Option will be determined by
the Committee when the Option is granted and may be not less than 85% of the
Fair Market Value of the Shares on the date of grant. In no event may the
Exercise Price of an Option be less than the par value of the Shares. Payment
for the Shares purchased may be made in accordance with Section 6 of this Plan.
- 2 -
<PAGE>
Flextronics International Ltd.
1998 Interim Option Plan
5.5 Method of Exercise. Options may be exercised only by delivery to the
Company of a written stock option exercise agreement (the "Exercise Agreement")
in a form approved by the Committee (which need not be the same for each
Participant), stating the number of Shares being purchased, the restrictions
imposed on the Shares purchased under such Exercise Agreement, if any, and such
representations and agreements regarding Participant's investment intent and
access to information and other matters, if any, as may be required or desirable
by the Company to comply with applicable securities laws, together with payment
in full of the Exercise Price for the number of Shares being purchased.
5.6 Termination. Notwithstanding the exercise periods set forth in the
Award Agreement, exercise of an Option will always be subject to the following:
(a) If the Participant is Terminated for any reason except death or
Disability, then the Participant may exercise such Participant's
Options only to the extent that such Options would have been
exercisable upon the Termination Date no later than three (3) months
after the Termination Date (or such shorter or longer time period as
may be determined by the Committee, but in any event, no later than
the expiration date of the Options.)
(b) If the Participant is Terminated because of Participant's death or
Disability (or the Participant dies within three (3) months after a
Termination other than because of Participant's death or Disability),
then Participant's Options may be exercised only to the extent that
such Options would have been exercisable by Participant on the
Termination Date and must be exercised by Participant (or
Participant's legal representative or authorized assignee) no later
than twelve (12) months after the Termination Date (or such shorter or
longer time period as may be determined by the Committee, but in any
event no later than the expiration date of the Options.)
5.7 Limitations on Exercise. The Committee may specify a reasonable minimum
number of Shares that may be purchased on any exercise of an Option, provided
that such minimum number will not prevent Participant from exercising the Option
for the full number of Shares for which it is then exercisable.
5.8 Modification, Extension or Renewal. The Committee may modify, extend or
renew outstanding Options and authorize the grant of new Options in substitution
therefor, provided that (a) any such action may not, without the written consent
of a Participant, impair any of such Participant's rights under any Option
previously granted, and (b) no such modification, extension or renewal shall be
made if it would have the effect of extending the expiration date of the
Option(s) concerned to more than five (5) years from the date the relevant
Option(s) were first granted. The Committee may reduce the Exercise Price of
outstanding Options without the consent of Participants affected by a written
notice to them; provided, however, that the Exercise Price may not be reduced
below the minimum Exercise Price that would be permitted under Section 5.4 of
this Plan for Options granted on the date the action is taken to reduce the
Exercise Price.
6. PAYMENT FOR SHARE PURCHASES. Payment for Shares purchased pursuant to
this Plan may be made in cash (by check) or, where expressly approved for the
Participant by the Committee and where permitted by law:
(a) provided that a public market for the Company's shares exists:
(1) through a "same day sale" commitment from the Participant and a
broker-dealer that is a member of the National Association of
Securities Dealers (an "NASD Dealer") whereby the Participant
irrevocably elects to exercise the Option and to sell a portion
of the Shares so purchased to pay for the Exercise Price, and
whereby the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly to the Company; or
(2) through a "margin" commitment from the Participant and a NASD
Dealer whereby the Participant irrevocably elects to exercise the
Option and to pledge the Shares
- 3 -
<PAGE>
Flextronics International Ltd.
1998 Interim Option Plan
so purchased to the NASD Dealer in a margin account as security
for a loan from the NASD Dealer in the amount of the Exercise
Price, and whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the Exercise Price directly to
the Company; or
(b) by any combination of the foregoing.
7. WITHHOLDING TAXES. Whenever Shares are to be issued upon exercise of an
Option granted under this Plan, the Company may require the Participant to remit
to the Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such Shares. Whenever, under this Plan, payment upon exercise
of an Option is to be made in cash, such payment will be net of an amount
sufficient to satisfy federal, state, and local withholding tax requirements.
8. PRIVILEGES OF STOCK OWNERSHIP.
8.1 Voting and Dividends. No Participant will have any of the rights of a
shareholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a shareholder and have all the rights of a shareholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares.
8.2 Financial Statements. The Company will provide financial statements to
each Participant prior to such Participant's purchase of Shares under this Plan,
and to each Participant annually during the period such Participant has Options
outstanding; provided, however, the Company will not be required to provide such
financial statements to Participants whose services in connection with the
Company assure them access to equivalent information.
9. TRANSFERABILITY. Options granted under this Plan, and any interest
therein, will not be transferable or assignable by Participant, and may not be
made subject to execution, attachment or similar process, otherwise than by will
or by the laws of descent and distribution or as consistent with the specific
Plan and Award Agreement provisions relating thereto. During the lifetime of the
Participant an Option will be exercisable only by the Participant, and any
elections with respect to an Option, may be made only by the Participant.
10. CERTIFICATES. All certificates for Shares or other securities delivered
under this Plan will be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted.
11. ESCROW. To enforce any restrictions on a Participant's Shares, the
Committee may require the Participant to deposit all certificates representing
Shares, together with stock powers or other instruments of transfer approved by
the Committee, appropriately endorsed in blank, with the Company or an agent
designated by the Company to hold in escrow until such restrictions have lapsed
or terminated, and the Committee may cause a legend or legends referencing such
restrictions to be placed on the certificates.
12. EXCHANGE AND CANCELLATION OF OPTIONS. The Committee may, at any time or
from time to time, authorize the Company, with the consent of the respective
Participants, to issue new Options in exchange for the surrender and
cancellation of any or all outstanding Options. The Committee may at any time
cancel an Option previously granted to a Participant with payment in cash, or
other consideration, based on such terms and conditions as the Committee and the
Participant may agree.
13. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Option will not be
effective unless such Option is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Option and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Company will have
- 4 -
<PAGE>
Flextronics International Ltd.
1998 Interim Option Plan
no obligation to issue or deliver certificates for Shares under this Plan prior
to: (a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable; and/or (b) completion of any registration
or other qualification of such Shares under any state or federal law or ruling
of any governmental body that the Company determines to be necessary or
advisable. The Company will be under no obligation to register the Shares with
the SEC or to effect compliance with the registration, qualification or listing
requirements of any state securities laws, stock exchange or automated quotation
system, and the Company will have no liability for any inability or failure to
do so.
14. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Option granted
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or limit in any
way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Participant's employment or other relationship at any time,
with or without cause.
15. CORPORATE TRANSACTIONS.
15.1 Assumption or Replacement of Options by Successor. In the event of (a)
a dissolution or liquidation of the Company, (b) a merger or consolidation in
which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the shareholders of the Company or their relative share
holdings and the Options granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the shareholders of the Company (other than any shareholder
which merges (or which owns or controls another corporation which merges) with
the Company in such merger) cease to own their shares or other equity interests
in the Company, (d) the sale of substantially all of the assets of the Company,
or (e) any other transaction which qualifies as a "corporate transaction" under
Section 424(a) of the Code wherein the shareholders of the Company give up all
of their equity interest in the Company (except for the acquisition, sale or
transfer of all or substantially all of the outstanding shares of the Company
from or by the shareholders of the Company), any or all outstanding Options may
be assumed, converted or replaced by the successor corporation (if any), which
assumption, conversion or replacement will be binding on all Participants. In
the alternative, the successor corporation may substitute equivalent Options or
provide substantially similar consideration to Participants as was provided to
shareholders (after taking into account the existing provisions of the Options).
The successor corporation may also issue, in place of outstanding Shares of the
Company held by the Participant, substantially similar shares or other property
subject to repurchase restrictions no less favorable to the Participant. In the
event such successor corporation (if any) refuses to assume or substitute
Options, as provided above, pursuant to a transaction described in this
Subsection 15.1, the vesting of such Options will accelerate and the Options
will become exercisable in full prior to the consummation of such event at such
times and on such conditions as the Committee determines, and if such Options
are not exercised prior to the consummation of the corporate transaction, they
shall terminate in accordance with the provisions of this Plan.
15.2 Other Treatment of Options. Subject to any greater rights granted to
Participants under the foregoing provisions of this Section 15, in the event of
the occurrence of any transaction described in Section 15.1, any outstanding
Options will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate transaction."
15.3 Assumption of Options by the Company. The Company, from time to time,
also may substitute or assume outstanding options granted by another company,
whether in connection with an acquisition of such other company or otherwise, by
either; (a) granting an Option under this Plan in substitution of such other
company's option; or (b) assuming such option as if it had been granted under
this Plan if the terms of such assumed option could be applied to an Option
granted under this Plan. Such substitution or assumption will be permissible if
the holder of the substituted or assumed option would have been eligible to be
granted an Option under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an option granted by
another company, the terms and conditions of such option will remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted appropriately
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Flextronics International Ltd.
1998 Interim Option Plan
pursuant to Section 424(a) of the Code). In the event the Company elects to
grant a new Option rather than assuming an existing option, such new Option may
be granted with a similarly adjusted Exercise Price.
16. EFFECTIVE DATE. This Plan will become effective on the date the Board
adopts this Plan (the "Effective Date").
17. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided
herein, this Plan will terminate ten (10) years from the Effective Date. This
Plan and all agreements thereunder shall be governed by and construed in
accordance with the laws of Singapore.
18. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate
or amend this Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to this Plan.
19. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the
Board nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either generally applicable or applicable only in specific cases.
20. DEFINITIONS. As used in this Plan, the following terms will have the
following meanings:
"Affiliate" means any corporation that directly, or indirectly through one
or more intermediaries, controls or is controlled by, or is under common control
with, another corporation, where "control" (including the terms "controlled by"
and "under common control with") means the possession, direct or indirect, of
the power to cause the direction of the management and policies of the
corporation, whether through the ownership of voting securities, by contract or
otherwise.
"Award Agreement" means, with respect to each Option, the signed written
agreement between the Company and the Participant setting forth the terms and
conditions of the Option.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the committee appointed by the Board to administer this
Plan, or if no such committee is appointed, the Board.
"Company" means Flextronics International Ltd. or any successor
corporation.
"Disability" means a disability, whether temporary or permanent, partial or
total, within the meaning of Section 22(e)(3) of the Code, as determined by the
Committee.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Exercise Price" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.
"Fair Market Value" means, as of any date, the value of the Shares
determined as follows:
(a) if such Shares are then quoted on the Nasdaq National Market, the
closing price of such Shares on the Nasdaq National Market on the date
of determination as reported in The Wall Street Journal;
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Flextronics International Ltd.
1998 Interim Option Plan
(b) if such Shares are publicly traded and are then listed on a national
securities exchange, the closing price of such Shares on the date of
determination on the principal national securities exchange on which
the Shares are listed or admitted to trading as reported in The Wall
Street Journal;
(c) if such Shares are publicly traded but are not quoted on the Nasdaq
National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices
on the date of determination as reported in The Wall Street Journal;
or
(d) if none of the foregoing is applicable, by the Committee in good
faith.
"Insider" means an officer or director of the Company or any other person
whose transactions in the Company's Shares are subject to Section 16 of the
Exchange Act.
"Option" means an award of an option to purchase Shares pursuant to Section
5.
"Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if at the time of the granting of
an Option under this Plan, each of such corporations other than the Company owns
shares possessing more than 50% of the total combined voting power of all
classes of shares in one of the other corporations in such chain.
"Participant" means a person who receives an Option under this Plan.
"Plan" means this Flextronics International Ltd. 1998 Interim Option Plan,
as amended from time to time.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Shares" means Ordinary Shares of the Company with a par value of S$0.01
per share reserved for issuance under this Plan, as adjusted pursuant to
Sections 2 and 15, and any successor security.
"Subsidiary" means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if, at the time of granting of
the Option, each of the corporations other than the last corporation in the
unbroken chain owns shares possessing more than 50% of the total combined voting
power of all classes of shares in one of the other corporations in such chain.
"Termination" or "Terminated" means, for purposes of this Plan with respect
to a Participant, that the Participant has for any reason ceased to provide
services as an employee, consultant, independent contractor or advisor to the
Company or a Parent, Subsidiary or Affiliate of the Company, except in the case
of sick leave, military leave, or any other leave of absence approved by the
Committee. The Committee will have sole discretion to determine whether a
Participant has ceased to provide services and the effective date on which the
Participant ceased to provide services (the "Termination Date").
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FLEXTRONICS INTERNATIONAL LTD.
1999 INTERIM OPTION PLAN
As Adopted December 14, 1998
1. PURPOSE. The purpose of this Plan is to provide incentives to attract,
retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company, its Parent, Subsidiaries and
Affiliates, by offering them an opportunity to participate in the Company's
future performance through awards of Options. Capitalized terms not defined in
the text are defined in Section 20.
2. SHARES SUBJECT TO THE PLAN.
2.1 Number of Shares Available. Subject to Sections 2.2 and 15, the total
number of Shares reserved and available for grant and issuance pursuant to this
Plan will be 1,300,000* Shares. Subject to Sections 2.2 and 15, Shares that are
subject to issuance upon exercise of an Option but cease to be subject to such
Option for any reason other than exercise of such Option will again be available
for grant and issuance in connection with future Options under this Plan. At all
times the Company shall reserve and keep available a sufficient number of Shares
as shall be required to satisfy the requirements of all outstanding Options
granted under this Plan.
2.2 Adjustment of Shares. In the event that the number of outstanding
Shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without consideration, then (a) the number of
Shares reserved for issuance under this Plan and (b) the Exercise Prices of and
number of Shares subject to outstanding Options will be proportionately
adjusted, subject to any required action by the Board or the shareholders of the
Company and compliance with applicable securities laws; provided, however, that
(i) fractions of a Share will not be issued but will be replaced by a cash
payment equal to the Fair Market Value of such fraction of a Share, and (ii) no
such adjustment shall be made if as a result, the Exercise Price would fall
below the par value of a Share and if such adjustment would but for this
paragraph (ii) result in the Exercise Price being less than the par value of a
Share, the Exercise Price payable shall be the par value of a Share as
determined by the Committee.
3. ELIGIBILITY. All Options issued under the Plan shall be Nonqualified
Stock Options ("NQSOs"). Options may be granted only to employees, officers,
directors, consultants, independent contractors and advisors of the Company or
any Parent, Subsidiary or Affiliate of the Company; provided that Options
awarded to officers or directors of the Company or any Parent, Subsidiary or
Affiliate of the Company may not exceed 30% of all Options that are available
for grant under the Plan; and provided further that such consultants,
independent contractors and advisors, and officers and directors who are not
employees of the Company or any Parent, Subsidiary or Affiliate of the Company
(a) render bona fide services not in connection with the offer and sale of
securities in a capital-raising transaction and (b) are not residents of
Singapore. A person may be granted more than one Option under this Plan.
4. ADMINISTRATION.
4.1 Committee Authority. This Plan will be administered by the Committee or
by the Board acting as the Committee. Subject to the general purposes, terms and
conditions of this Plan, and to the direction of the Board, the Committee will
have full power to implement and carry out this Plan. Without limitation, the
Committee will have the authority to:
(a) construe and interpret this Plan, any Award Agreement and any other
agreement or document executed pursuant to this Plan;
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Flextronics International Ltd.
1999 Interim Option Plan
* Reflects two for one stock split in the form of a bonus issue (the
equivalent of a stock dividend) effective December 22, 1998.
(b) prescribe, amend and rescind rules and regulations relating to this
Plan;
(c) select persons to receive Options;
(d) determine the form and terms of Options;
(e) determine the number of Shares or other consideration subject to
Options;
(f) determine whether Options will be granted singly, in combination with,
in tandem with, in replacement of, or as alternatives to, other
Options under this Plan or any other incentive or compensation plan of
the Company or any Parent, Subsidiary or Affiliate of the Company;
(g) grant waivers of Plan or Option conditions;
(h) determine the vesting, exercisability and payment of Options;
(i) correct any defect, supply any omission or reconcile any inconsistency
in this Plan, any Option or any Award Agreement;
(j) determine whether an Option has been earned; and
(k) make all other determinations necessary or advisable for the
administration of this Plan.
4.2 Committee Discretion. Any determination made by the Committee with
respect to any Option will be made in its sole discretion at the time of grant
of the Option or, unless in contravention of any express term of this Plan or
Option, at any later time, and such determination will be final and binding on
the Company and on all persons having an interest in any Option under this Plan.
The Board may delegate to one or more officers of the Company the authority to
grant an Option under this Plan to Participants who are not Insiders of the
Company.
5. OPTIONS. The Committee may grant NQSOs to eligible persons and will
determine the number of Shares subject to the Option, the Exercise Price of the
Option, the period during which the Option may be exercised, and all other terms
and conditions of the Option, subject to the following:
5.1 Form of Option Grant. Each Option granted under this Plan will be
evidenced by an Award Agreement and will be in such form and contain such
provisions (which need not be the same for each Participant) as the Committee
may from time to time approve, and which will comply with and be subject to the
terms and conditions of this Plan.
5.2 Date of Grant. The date of grant of an Option will be the date on which
the Committee makes the determination to grant such Option, unless otherwise
specified by the Committee. The Award Agreement and a copy of this Plan will be
delivered to the Participant within a reasonable time after the granting of the
Option.
5.3 Exercise Period. Options may be exercisable within the times or upon
the events determined by the Committee as set forth in the Award Agreement
governing such Option; provided, however, that no Option will be exercisable
after the expiration of ten (10) years from the date the Option is granted. The
Committee also may provide for Options to become exercisable at one time or from
time to time, periodically or otherwise, in such number of Shares or percentage
of Shares as the Committee determines.
5.4 Exercise Price. The Exercise Price of an Option will be determined by
the Committee when the Option is granted and may be not less than 85% of the
Fair Market Value of the Shares on the
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Flextronics International Ltd.
1999 Interim Option Plan
date of grant. In no event may the Exercise Price of an Option be less than the
par value of the Shares. Payment for the Shares purchased may be made in
accordance with Section 6 of this Plan.
5.5 Method of Exercise. Options may be exercised only by delivery to the
Company of a written stock option exercise agreement (the "Exercise Agreement")
in a form approved by the Committee (which need not be the same for each
Participant), stating the number of Shares being purchased, the restrictions
imposed on the Shares purchased under such Exercise Agreement, if any, and such
representations and agreements regarding Participant's investment intent and
access to information and other matters, if any, as may be required or desirable
by the Company to comply with applicable securities laws, together with payment
in full of the Exercise Price for the number of Shares being purchased.
5.6 Termination. Notwithstanding the exercise periods set forth in the
Award Agreement, exercise of an Option will always be subject to the following:
(a) If the Participant is Terminated for any reason except death or
Disability, then the Participant may exercise such Participant's
Options only to the extent that such Options would have been
exercisable upon the Termination Date no later than three (3) months
after the Termination Date (or such shorter or longer time period as
may be determined by the Committee, but in any event, no later than
the expiration date of the Options.)
(b) If the Participant is Terminated because of Participant's death or
Disability (or the Participant dies within three (3) months after a
Termination other than because of Participant's death or Disability),
then Participant's Options may be exercised only to the extent that
such Options would have been exercisable by Participant on the
Termination Date and must be exercised by Participant (or
Participant's legal representative or authorized assignee) no later
than twelve (12) months after the Termination Date (or such shorter or
longer time period as may be determined by the Committee, but in any
event no later than the expiration date of the Options.)
5.7 Limitations on Exercise. The Committee may specify a reasonable minimum
number of Shares that may be purchased on any exercise of an Option, provided
that such minimum number will not prevent Participant from exercising the Option
for the full number of Shares for which it is then exercisable.
5.8 Modification, Extension or Renewal. The Committee may modify, extend or
renew outstanding Options and authorize the grant of new Options in substitution
therefor, provided that (a) any such action may not, without the written consent
of a Participant, impair any of such Participant's rights under any Option
previously granted, and (b) no such modification, extension or renewal shall be
made if it would have the effect of extending the expiration date of the
Option(s) concerned to more than ten (10) years from the date the relevant
Option(s) were first granted. The Committee may reduce the Exercise Price of
outstanding Options without the consent of Participants affected by a written
notice to them; provided, however, that the Exercise Price may not be reduced
below the minimum Exercise Price that would be permitted under Section 5.4 of
this Plan for Options granted on the date the action is taken to reduce the
Exercise Price.
6. PAYMENT FOR SHARE PURCHASES. Payment for Shares purchased pursuant to
this Plan may be made in cash (by check) or, where expressly approved for the
Participant by the Committee and where permitted by law:
(a) provided that a public market for the Company's shares exists:
(i) through a "same day sale" commitment from the Participant and a
broker-dealer that is a member of the National Association of
Securities Dealers (an "NASD Dealer") whereby the Participant
irrevocably elects to exercise the Option and to sell a portion
of the Shares so purchased to pay for the Exercise
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Flextronics International Ltd.
1999 Interim Option Plan
Price, and whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the Exercise Price directly to
the Company; or
(ii) through a "margin" commitment from the Participant and a NASD
Dealer whereby the Participant irrevocably elects to exercise the
Option and to pledge the Shares so purchased to the NASD Dealer
in a margin account as security for a loan from the NASD Dealer
in the amount of the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the
Exercise Price directly to the Company; or
(b) by any combination of the foregoing.
7. WITHHOLDING TAXES. Whenever Shares are to be issued upon exercise of an
Option granted under this Plan, the Company may require the Participant to remit
to the Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such Shares. Whenever, under this Plan, payment upon exercise
of an Option is to be made in cash, such payment will be net of an amount
sufficient to satisfy federal, state, and local withholding tax requirements.
8. PRIVILEGES OF STOCK OWNERSHIP.
8.1 Voting and Dividends. No Participant will have any of the rights of a
shareholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a shareholder and have all the rights of a shareholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares.
8.2 Financial Statements. The Company will provide financial statements to
each Participant prior to such Participant's purchase of Shares under this Plan,
and to each Participant annually during the period such Participant has Options
outstanding; provided, however, the Company will not be required to provide such
financial statements to Participants whose services in connection with the
Company assure them access to equivalent information.
9. TRANSFERABILITY. Options granted under this Plan, and any interest
therein, will not be transferable or assignable by Participant, and may not be
made subject to execution, attachment or similar process, otherwise than by will
or by the laws of descent and distribution or as consistent with the specific
Plan and Award Agreement provisions relating thereto. During the lifetime of the
Participant an Option will be exercisable only by the Participant, and any
elections with respect to an Option, may be made only by the Participant.
10. CERTIFICATES. All certificates for Shares or other securities delivered
under this Plan will be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted.
11. ESCROW. To enforce any restrictions on a Participant's Shares, the
Committee may require the Participant to deposit all certificates representing
Shares, together with stock powers or other instruments of transfer approved by
the Committee, appropriately endorsed in blank, with the Company or an agent
designated by the Company to hold in escrow until such restrictions have lapsed
or terminated, and the Committee may cause a legend or legends referencing such
restrictions to be placed on the certificates.
12. EXCHANGE AND CANCELLATION OF OPTIONS. The Committee may, at any time or
from time to time, authorize the Company, with the consent of the respective
Participants, to issue new Options in exchange for the surrender and
cancellation of any or all outstanding Options. The Committee may at any time
cancel an Option previously granted to a Participant with payment in cash, or
other consideration, based on such terms and conditions as the Committee and the
Participant may agree.
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Flextronics International Ltd.
1999 Interim Option Plan
13. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Option will not be
effective unless such Option is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Option and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Company will have no
obligation to issue or deliver certificates for Shares under this Plan prior to:
(a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable; and/or (b) completion of any registration
or other qualification of such Shares under any state or federal law or ruling
of any governmental body that the Company determines to be necessary or
advisable. The Company will be under no obligation to register the Shares with
the SEC or to effect compliance with the registration, qualification or listing
requirements of any state securities laws, stock exchange or automated quotation
system, and the Company will have no liability for any inability or failure to
do so.
14. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Option granted
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or limit in any
way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Participant's employment or other relationship at any time,
with or without cause.
15. CORPORATE TRANSACTIONS.
15.1 Assumption or Replacement of Options by Successor. In the event of (a)
a dissolution or liquidation of the Company, (b) a merger or consolidation in
which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the shareholders of the Company or their relative share
holdings and the Options granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the shareholders of the Company (other than any shareholder
which merges (or which owns or controls another corporation which merges) with
the Company in such merger) cease to own their shares or other equity interests
in the Company, (d) the sale of substantially all of the assets of the Company,
or (e) any other transaction which qualifies as a "corporate transaction" under
Section 424(a) of the Code wherein the shareholders of the Company give up all
of their equity interest in the Company (except for the acquisition, sale or
transfer of all or substantially all of the outstanding shares of the Company
from or by the shareholders of the Company), any or all outstanding Options may
be assumed, converted or replaced by the successor corporation (if any), which
assumption, conversion or replacement will be binding on all Participants. In
the alternative, the successor corporation may substitute equivalent Options or
provide substantially similar consideration to Participants as was provided to
shareholders (after taking into account the existing provisions of the Options).
The successor corporation may also issue, in place of outstanding Shares of the
Company held by the Participant, substantially similar shares or other property
subject to repurchase restrictions no less favorable to the Participant. In the
event such successor corporation (if any) refuses to assume or substitute
Options, as provided above, pursuant to a transaction described in this
Subsection 15.1, the vesting of such Options will accelerate and the Options
will become exercisable in full prior to the consummation of such event at such
times and on such conditions as the Committee determines, and if such Options
are not exercised prior to the consummation of the corporate transaction, they
shall terminate in accordance with the provisions of this Plan.
15.2 Other Treatment of Options. Subject to any greater rights granted to
Participants under the foregoing provisions of this Section 15, in the event of
the occurrence of any transaction described in Section 15.1, any outstanding
Options will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate transaction."
15.3 Assumption of Options by the Company. The Company, from time to time,
also may substitute or assume outstanding options granted by another company,
whether in connection with an acquisition of such other company or otherwise, by
either; (a) granting an Option under this Plan in substitution of such other
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Flextronics International Ltd.
1999 Interim Option Plan
company's option; or (b) assuming such option as if it had been granted under
this Plan if the terms of such assumed option could be applied to an Option
granted under this Plan. Such substitution or assumption will be permissible if
the holder of the substituted or assumed option would have been eligible to be
granted an Option under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an option granted by
another company, the terms and conditions of such option will remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.
16. EFFECTIVE DATE. This Plan will become effective on the date the Board
adopts this Plan (the "Effective Date").
17. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided
herein, this Plan will terminate ten (10) years from the Effective Date. This
Plan and all agreements thereunder shall be governed by and construed in
accordance with the laws of Singapore.
18. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate
or amend this Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to this Plan.
19. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the
Board nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either generally applicable or applicable only in specific cases.
20. DEFINITIONS. As used in this Plan, the following terms will have the
following meanings:
"Affiliate" means any corporation that directly, or indirectly through one
or more intermediaries, controls or is controlled by, or is under common control
with, another corporation, where "control" (including the terms "controlled by"
and "under common control with") means the possession, direct or indirect, of
the power to cause the direction of the management and policies of the
corporation, whether through the ownership of voting securities, by contract or
otherwise.
"Award Agreement" means, with respect to each Option, the signed written
agreement between the Company and the Participant setting forth the terms and
conditions of the Option.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the committee appointed by the Board to administer this
Plan, or if no such committee is appointed, the Board.
"Company" means Flextronics International Ltd. or any successor
corporation.
"Disability" means a disability, whether temporary or permanent, partial or
total, within the meaning of Section 22(e)(3) of the Code, as determined by the
Committee.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Exercise Price" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.
- 6 -
<PAGE>
Flextronics International Ltd.
1999 Interim Option Plan
"Fair Market Value" means, as of any date, the value of the Shares
determined as follows:
(a) if such Shares are then quoted on the Nasdaq National Market, the
closing price of such Shares on the Nasdaq National Market on the date
of determination as reported in The Wall Street Journal;
(b) if such Shares are publicly traded and are then listed on a national
securities exchange, the closing price of such Shares on the date of
determination on the principal national securities exchange on which
the Shares are listed or admitted to trading as reported in The Wall
Street Journal;
(c) if such Shares are publicly traded but are not quoted on the Nasdaq
National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices
on the date of determination as reported in The Wall Street Journal;
or
(d) if none of the foregoing is applicable, by the Committee in good
faith.
"Insider" means an officer or director of the Company or any other person
whose transactions in the Company's Shares are subject to Section 16 of the
Exchange Act.
"Option" means an award of an option to purchase Shares pursuant to Section
5.
"Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if at the time of the granting of
an Option under this Plan, each of such corporations other than the Company owns
shares possessing more than 50% of the total combined voting power of all
classes of shares in one of the other corporations in such chain.
"Participant" means a person who receives an Option under this Plan.
"Plan" means this Flextronics International Ltd. 1999 Interim Option Plan,
as amended from time to time.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Shares" means Ordinary Shares of the Company with a par value of S$0.01
per share reserved for issuance under this Plan, as adjusted pursuant to
Sections 2 and 15, and any successor security.
"Subsidiary" means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if, at the time of granting of
the Option, each of the corporations other than the last corporation in the
unbroken chain owns shares possessing more than 50% of the total combined voting
power of all classes of shares in one of the other corporations in such chain.
"Termination" or "Terminated" means, for purposes of this Plan with respect
to a Participant, that the Participant has for any reason ceased to provide
services as an employee, officer, director, consultant, independent contractor
or advisor to the Company or a Parent, Subsidiary or Affiliate of the Company,
except in the case of sick leave, military leave, or any other leave of absence
approved by the Committee. The Committee will have sole discretion to determine
whether a Participant has ceased to provide services and the effective date on
which the Participant ceased to provide services (the "Termination Date").
- 7 -
22nd January, 1999
Flextronics International Ltd.
514 Chai Chee Lane #04-13
1 Bedok Industrial Estate
Singapore 469029
Dear Sirs
REGISTRATION STATEMENT ON FORM S-8 OF
FLEXTRONICS INTERNATIONAL LTD. (THE "COMPANY")
At your request, we have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission on or about 20th January, 1999 in connection with the
registration under the Securities Act of 1933, as amended, of:
1. (inter alia) 2,000,000 ordinary shares of S$0.01 each in the capital
of the Company ("Ordinary Shares") (the "1993 SOP Option Shares")
subject to issuance by the Company upon the valid exercise of
subscription rights represented by outstanding share options granted
under the Company's 1993 Share Option Plan (the "1993 SOP");
2. an aggregate of 800,000 Ordinary Shares (the "1998 IOP Option Shares")
subject to issuance by the Company upon the valid exercise of
subscription rights represented by outstanding share options granted
under the Company's 1998 Interim Option Plan (the "1998 IOP"); and
3. an aggregate of 1,300,000 Ordinary Shares (the "1999 IOP Option
Shares") subject to issuance by the Company upon the valid exercise of
subscription rights represented by outstanding share options granted
under the Company's 1999 Interim Option Plan (the "1999 IOP"). (The
1993 SOP Option Shares, the 1998 IOP Option Shares and the 1999 IOP
Option Shares are hereinafter collectively referred to as the "Option
Shares").
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;
<PAGE>
(b) the increase in the maximum number of Ordinary Shares authorized for
issuance under the 1993 SOP;
(c) the allotment and issuance of new Ordinary Shares arising 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"); and
(d) the adjustment in (i) the number of Ordinary Shares subject to options
or rights granted pursuant to each of the 1993 SOP, the 1998 IOP and
the 1999 IOP which are unexercised at the close of business on
December 22, 1998, the record date for the Company's one-for-one bonus
issue (the "Record Date"), and (ii) the number of Ordinary Shares that
will be reserved for issuance upon exercise of options or rights
granted or to be granted pursuant to each of the 1993 SOP, the 1998
IOP and the 1999 IOP upon the close of business on the Record Date.
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 Company's Allotment Procedures, and (iii) represented by share
certificates issued by the Company in respect to 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
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.
/s/ ARTHUR ANDERSEN LLP
San Jose, California
January 22, 1999
Date: 22 January 1999
Flextronics Interational Limited,
2090 Fortune Drive,
San Jose,
CA 95131
USA.
FLEXTRONICS INTERNATIONAL LIMITED
FORM S-8
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 the above noted
registration statement.
/s/ Moore Stephens
Moore Stephens
