SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 2000
FLEXTRONICS INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
Singapore
(State or Other Jurisdiction of Incorporation)
0-23354 Not Applicable
(Commission (IRS Employer
File Number) Identification No.)
11 Ubi Road 1, #07-01/02, Meiban Industrial Building, Singapore 408723
(Address of Principal Executive Offices) (Zip Code)
(65) 844-3366
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 2: Acquistion or Disposition of Assets.
On April 3, 2000, Flextronics International Ltd., a Singapore company
("Flextronics"), completed its merger of The DII Group, Inc., a Delaware
corporation ("DII"), pursuant to an Agreement and Plan of Merger dated November
22, 1999 (the "Merger Agreement"). The transaction was accomplished by merging a
wholly owned subsidiary of Flextronics into DII. DII survived the merger and
became a wholly owned subsidiary of Flextronics. The merger was accounted for as
a "pooling of interests" transaction for accounting purposes and was structured
to be a "tax-free" reorganization for federal income tax purposes. The directors
and executive officers of Flextronics were not changed as a result of the
merger. Prior to the merger, DII was in the business of providing electronics
design and manufacturing services to original equipment manufacturers primarily
in the telecommunications, data communications, high-end computing and medical
devices industries. Now that the merger has been consummated, DII will continue
its historical business.
Pursuant to the terms of the Merger Agreement, each share of DII common
stock, par value $0.01 per share, was converted into a right to receive 1.61
Flextronics ordinary shares, par value S$0.01 per share. No fractional
Flextronics ordinary shares were be issued in connection with the merger, but in
lieu thereof each holder of DII common stock who would otherwise be entitled to
receive a fraction of a Flextronics ordinary share, after aggregating all
Flextronics ordinary shares to be received by such holder, will receive from
Flextronics an amount of cash equal to $70.4375 multiplied by the fraction of a
Flextronics ordinary share to which such holder would otherwise be entitled.
By virtue of the merger and without the need for any further action on the
part of any holders thereof, each issued and outstanding option and other rights
to purchase DII common stock immediately outstanding prior to the effective of
the merger was assumed by Flextronics and converted into an option or other
right to purchase that number of Flextronics ordinary shares determined by
multiplying the number of shares of DII common stock subject to such DII option
or other right to purchase immediately prior to the effective time of the merger
by 1.61, subject to rounding down to eliminate fractional shares, at an exercise
price per Flextronics ordinary share equal to the exercise price per share of
DII common stock that was in effect for such DII option or other right to
purchase immediately prior to the effective time divided by 1.61, subject to
rounding up to the nearest whole cent.
Pursuant to these exchange ratios, in the merger, Flextronics issued
approximately 63.1 million Flextronics ordinary shares, and assumed outstanding
options and other rights to purchase approximately 5.2 million Flextronics
ordinary shares.
The exchange ratio was determined on the basis of, among other things (i) a
comparison of certain financial and stock market information for Flextronics and
certain financial information for DII with similar types of information for
certain other companies in businesses similar to those of Flextronics and DII;
and (ii) discussions between senior management of Flextronics and DII regarding
the business and prospects of their respective companies.
Furthermore, the officers, directors, ten percent stockholders and other
"affiliates" of DII (within the meaning of Rule 145 or Rule 405 of the
Securities Act) were obligated to each enter into an affiliates agreement,
primarily to agree to abide by certain restrictions on the transfer of the
securities of Flextronics and DII to help assure the ability of Flextronics to
treat the merger as a "pooling of interests" for accounting purposes.
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Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
It is impracticable for Flextronics to currently provide the required
financial statements for DII called for by Item 7(a). Pursuant to paragraph
(a)(4) of Item 7 of Form 8-K, the financial statements of DII required to be
filed under paragraph (a) of this Item 7 will be filed as soon as practicable,
but not later than required by Item 7 of Form 8-K.
(b) Pro Forma Financial Information.
It is impracticable for Flextronics to currently provide the pro forma
financial information with respect to the acquisition of DII by Flextronics
called for by this Item 7(b). Pursuant to paragraphs (b)(2) and (a)(4) of Item
7, the pro forma financial statements required to be filed under paragraph (b)
of this Item 7 will be filed as soon as practicable, but not later than required
by paragraphs (b)(2) and (a)(4) of Item 7 of Form 8-K.
(c) Exhibits.
The following exhibits are filed herewith:
2.01 Agreement and Plan of Merger dated as of November 22, 1999
by and among Flextronics International Ltd., Slalom
Acquisition Corp. and The DII Group, Inc. (Incorporated by
reference to Exhibit 2.01 to Flextronics' current report on
Form 8-K, filed with the Commission on December 6, 1999.)
99.01 Press Release issued by Flextronics on April 3, 2000
announcing the closing of the merger.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FLEXTRONICS INTERNATIONAL LTD.
Date: April 17, 2000 By: /s/ Robert R. B. Dykes
-------------------------------
Robert R. B. Dykes
President, Systems Group and
Chief Financial Officer
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EXHIBIT INDEX
2.01 Agreement and Plan of Merger dated as of November 22, 1999 by and among
Flextronics International Ltd., Slalom Acquisition Corp. and The DII
Group, Inc. (Incorporated by reference to Exhibit 2.01 to Flextronics'
current report on Form 8-K filed with the Commission on December 6,
1999.)
99.01 Press Release issued by Flextronics on April 3, 2000 announcing the
closing of the merger.
Exhibit 99.01
Flextronics Completes Acquisition Of The Dii Group
Flextronics Continues Rapid Growth With Strategic Additions
To Its Worldwide Manufacturing Facilities And Design Services
Singapore - April 3, 2000 - Flextronics International Ltd. (NASDAQ: FLEX) today
completed its acquisition of The Dii Group, Inc. (NASDAQ: DIIG). Obtained in a
tax-free, stock-for-stock agreement, The Dii Group acquisition is designed to
expand Flextronics' printed circuit board operations, design services and
geographic locations. The combined company is the fourth largest provider of
electronics manufacturing services by revenues and second largest by market
capitalization, with strengths in telecommunications, consumer electronics, PCB
fabrication and design services.
"The Internet and creation of a global marketplace are driving companies to find
faster ways to design, manufacture, and distribute customer products
internationally," said Michael E. Marks, Chairman and Chief Executive Officer of
Flextronics. "Flextronics has been able to quickly provide these companies with
one of the industry's largest global manufacturing infrastructures through a
series of carefully planned acquisitions. Just as our customers are driven by
the need to respond to their market needs, this acquisition is all part of an
overall plan that allows us to quickly react to their needs."
Along with its physical expansion across the globe, Flextronics is also a leader
in expanding the traditional role of an electronics manufacturing services
provider. The company completely manages the product lifecycle from product
design all the way through to distribution to the end user. Flextronics offers
its customers the ability to take orders off the Internet, build them to order,
and ship them to any part of the globe.
The acquisition of The Dii Group will improve Flextronics in a number of
important areas, including:
o Expands Flextronics' network of global manufacturing facilities. The
company will gain a manufacturing presence in Ireland, Germany and the
Czech Republic, and will expand its PCB assembly capacity in China,
Malaysia, Mexico, Austria and the United States.
o Enhances its printed circuit board fabrication offering by adding the
capability of manufacturing larger multilayer boards of up to 68
layers and provides advanced PCB manufacturing capabilities in
California, Minnesota, Texas, Germany, China and Brazil.
o Provides semiconductor design centers in California, Arizona, India
and Israel.
o Expands Flextronics' backplane fabrication and manufacturing assembly.
o Provides new customer relationships, and strengthens existing
relationships.
About Flextronics
Flextronics (NASDAQ: FLEX) is a global full-service supplier of a full spectrum
of value-added Electronic Manufacturing Services. Its global original equipment
manufacturer (OEM) customers include leaders in fast-growth communications,
computers, medical and consumer markets where innovation, time-to-market,
product miniaturization and cost reduction are paramount. For more information,
please visit the Flextronics Web site at www.flextronics.com
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements involve a number of
significant risks and uncertainties that may cause results to vary from
expectations. These risks include unexpected costs in connection with the
combination, including diversion of management time; risks relating to
integrating Flextronics and The Dii Group; risks involved in retaining and
motivating key personnel; and difficulties in obtaining any of the expected
benefits of the combination. Other risks and uncertainties are described in the
proxy
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statement/prospectus on Form S-4 relating to the merger, Flextronics' most
recent annual report on Form 10-K for the fiscal year ended March 31, 1999 and
its quarterly report on Form 10-Q for the quarter ended December 31, 1999, each
filed with the Securities and Exchange Commission.
At Flextronics International:
Cheryl Scritchfield
Corporate Marketing Director
(408) 576-7901
[email protected]
Laurette Slawson
Treasurer/Investor Relations
(408) 576-7233
[email protected]
