<PAGE> 1
FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-41646
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 18, 2000)
FLEXTRONICS INTERNATIONAL LTD.
Up To 9,242,415 Ordinary Shares
---------------
The 9,242,415 ordinary shares covered by this prospectus were previously
issued by Flextronics in its acquisitions of Palo Alto Products International
Pte Ltd, Palo Alto Manufacturing (Thailand) Ltd., Palo Alto Plastic (Thailand)
Ltd., PCB Assembly, Inc., San Marco Engineering Srl, Sample Rate Systems Oy,
Neutronics Electronic Industries Holding AG, Energipilot AB, Kyrel EMS Oy,
Summit Manufacturing Inc., Circuit Board Assemblers, Inc. and EMC International,
Inc. These ordinary shares may be offered and sold over time by the shareholders
named in this prospectus under the heading "Selling Shareholders," by their
pledgees or donees, or by other transferees that receive the ordinary shares in
transfers other than public sales.
The selling shareholders may sell their Flextronics shares in the open
market at prevailing market prices, or in private transactions at negotiated
prices. They may sell the shares directly, or may sell them through
underwriters, brokers or dealers. Underwriters, brokers or dealers may receive
discounts, concessions or commissions from the selling shareholders, and this
compensation might be in excess of the compensation customary in the type of
transaction involved. See "Plan of Distribution."
We will not receive any of the proceeds from the sale of these shares.
The ordinary shares are quoted on the Nasdaq National Market under the
symbol "FLEX." On August 31, 2000, the closing sale price of the ordinary shares
was $83.31 per share.
---------------
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
---------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is September 1, 2000.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Where You Can Find More Information.................................................. 2
Forward Looking Statements........................................................... 2
The Company.......................................................................... 3
Enforcement of Civil Liabilities .................................................... 3
Risk Factors......................................................................... 3
Use of Proceeds...................................................................... 9
Selling Shareholders................................................................. 9
Plan of Distribution................................................................. 12
Legal Matters........................................................................ 12
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference room at 450 Fifth Street, N.W., Washington D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available on the SEC's website
at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below, and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the sale of all the shares covered
by this prospectus:
- our Annual Report on Form 10-K for the fiscal year ended March 31,
2000, as amended;
- our Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 2000;
- our Current Reports on Form 8-K filed with the Commission on June 13,
2000, June 19, 2000, June 22, 2000 and June 27, 2000; and
- the description of our ordinary shares contained in our Registration
Statement on Form 8-A dated January 31, 1994.
You may request a copy of these filings, at no cost, by writing or
telephoning us at:
Flextronics International Ltd.
2245 Lundy Drive
San Jose, California 95131
Attention: Laurette F. Slawson
Treasurer and Director of Investor Relations
Telephone: (408) 428-1300
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement, other than any information
superseded by a later document filed with the SEC and incorporated by reference
in this prospectus. We have not authorized anyone else to provide you with
different information. The selling shareholders may not make an offer of these
shares in any state where the offer is not permitted. You should not assume that
the information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
FORWARD LOOKING STATEMENTS
This prospectus includes "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. This Act provides a
"safe harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual
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results to differ from the projected results. All statements other than
statements of historical fact we make in this prospectus or in any document
incorporated by reference are forward-looking. In particular, the statements
herein regarding industry prospects and our future results of operations or
financial position are forward-looking statements. Forward-looking statements
reflect our current expectations and are inherently uncertain. Our actual
results may differ significantly from our expectations. The section entitled
"Risk Factors" that appears in our Annual Report on Form 10-K for the year ended
March 31, 2000 describe some, but not all, of the factors that could cause these
differences.
THE COMPANY
Flextronics is a leading provider of advanced electronics manufacturing
services to original equipment manufacturers, or OEMs, primarily in the
telecommunications and networking, consumer electronics and computer industries.
We provide a wide range of integrated services, from initial product design to
volume production and fulfillment. Our manufacturing services range from printed
circuit board fabrication and assembly to complete product assembly and test. We
believe that we have developed particular strengths in advanced interconnect,
miniaturization and packaging technologies, and in the engineering and
manufacturing of wireless communications products employing radio frequency
technology. In addition, we provide advanced engineering services, including
product design, PCB layout, quick-turn prototyping and test development.
Throughout the production process, we offer logistics services, such as
materials procurement, inventory management, packaging and distribution. Our
principal executive offices are located at 11 Ubi Road 1 #07-01/02, Meiban
Industrial Building, Singapore 408723 and our telephone number is (65) 844-3366.
ENFORCEMENT OF CIVIL LIABILITIES
We are incorporated in Singapore under the Companies Act. Some of our
directors and executive officers reside in Singapore. All or a substantial
portion of the assets of such persons, and a substantial portion of our assets,
are located outside the United States. As a result, it may not be possible for
persons purchasing ordinary shares to effect service of process within the
United States upon such persons or Flextronics or to enforce against them, in
the United States courts, judgments obtained in such courts predicated upon the
civil liability provisions of the federal securities laws of the United States.
We have been advised by our Singapore legal advisors, Allen & Gledhill, that
there is doubt as to the enforceability in Singapore, either in original actions
or in actions for the enforcement of judgments of United States courts, of civil
liabilities predicated upon the federal securities laws of the United States.
RISK FACTORS
IF WE DO NOT MANAGE EFFECTIVELY THE EXPANSION OF OUR OPERATIONS, OUR BUSINESS
MAY BE HARMED.
We have grown rapidly in recent periods. Our workforce has tripled in
size over the last year as a result of internal growth and acquisitions. This
growth is likely to considerably strain our management control system and
resources, including decision support, accounting management, information
systems and facilities. If we do not continue to improve our financial and
management controls, reporting systems and procedures to manage our employees
effectively and to expand our facilities, our business could be harmed.
We plan to increase our manufacturing capacity by expanding our
facilities and by adding new equipment. Such expansion involves significant
risks, including, but not limited to the following:
- we may not be able to attract and retain the management personnel and
skilled employees necessary to support expanded operations;
- we may not efficiently and effectively integrate new operations and
information systems, expand our existing operations and manage
geographically dispersed operations;
- we may incur cost overruns;
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- we may encounter construction delays, equipment delays or shortages,
labor shortages and disputes and production start-up problems that
could harm our growth and our ability to meet customers' delivery
schedules; and
- we may not be able to obtain funds for this expansion, and we may not
be able to obtain loans or operating leases with attractive terms.
In addition, we expect to incur new fixed operating expenses associated
with our expansion efforts, including substantial increases in depreciation
expense and rental expense, that will increase our cost of sales. If our
revenues do not increase sufficiently to offset these expenses, our operating
results would be seriously harmed. Our expansion, both through internal growth
and acquisitions, has contributed to our incurring significant accounting
charges.
WE MAY ENCOUNTER DIFFICULTIES WITH ACQUISITIONS, WHICH COULD HARM OUR BUSINESS.
We have completed a number of acquisitions of businesses and facilities
and expect to continue to acquire additional businesses and facilities in the
future. We are currently in preliminary discussions to acquire additional
businesses and facilities. Any future acquisitions may require additional debt
or equity financing, which could increase our leverage or be dilutive to our
existing shareholders. We cannot assure the terms of, or that we will complete,
any acquisitions in the future.
To integrate acquired businesses, we must implement our management
information systems and operating systems and assimilate and manage the
personnel of the acquired operations. The difficulties of this integration may
be further complicated by geographic distances. The integration of acquired
businesses may not be successful and could result in disruption to other parts
of our business.
In addition, acquisitions involve a number of other risks and
challenges, including, but not limited to,
- diversion of management's attention;
- potential loss of key employees and customers of the acquired
companies;
- lack of experience operating in the geographic market of the acquired
business; and
- an increase in our expenses and working capital requirements.
Any of these and other factors could harm our ability to achieve
anticipated levels of profitability at acquired operations or realize other
anticipated benefits of an acquisition.
WE HAVE NEW CUSTOMER RELATIONSHIPS FROM WHICH WE ARE NOT YET RECEIVING
SIGNIFICANT REVENUES, AND ORDERS FROM THESE CUSTOMERS MAY NOT REACH ANTICIPATED
LEVELS.
We have recently announced major new customer relationships, including
our alliance with Motorola, from which we anticipate significant future sales.
However, similar to our other customer relationships, there are no volume
purchase commitments under these new programs, and the revenues we actually
achieve may not meet our expectations. In anticipation of future activities
under these programs, we are incurring substantial expenses as we add personnel
and manufacturing capacity and procure materials. Our operating results will be
seriously harmed if sales do not develop to the extent and within the time frame
we anticipate.
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OUR CUSTOMERS MAY CANCEL THEIR ORDERS, CHANGE PRODUCTION QUANTITIES OR DELAY
PRODUCTION.
Electronics manufacturing service providers must provide increasingly
rapid product turnaround for their customers. We generally do not obtain firm,
long-term purchase commitments from our customers and we continue to experience
reduced lead-times in customer orders. Customers may cancel their orders, change
production quantities or delay production for a number of reasons.
Cancellations, reductions or delays by a significant customer or by a group of
customers would seriously harm our results of operations.
In addition, we make significant decisions, including determining the
levels of business that we will seek and accept, production schedules, component
procurement commitments, personnel needs and other resource requirements, based
on our estimates of customer requirements. The short-term nature of our
customers' commitments and the possibility of rapid changes in demand for their
products reduces our ability to estimate accurately future customer
requirements. On occasion, customers may require rapid increases in production,
which can stress our resources and reduce margins. Although we have increased
our manufacturing capacity and plan further increases, we may not have
sufficient capacity at any given time to meet our customers' demands. In
addition, because many of our costs and operating expenses are relatively fixed,
a reduction in customer demand can harm our gross margins and operating income.
OUR OPERATING RESULTS VARY SIGNIFICANTLY.
We experience significant fluctuations in our results of operations. The
factors which contribute to fluctuations include:
- the timing of customer orders;
- the volume of these orders relative to our capacity;
- market acceptance of customers' new products;
- changes in demand for customers' products and product obsolescence;
- the timing of our expenditures in anticipation of future orders;
- our effectiveness in managing manufacturing processes;
- changes in the cost and availability of labor and components;
- changes in our product mix;
- changes in economic conditions;
- local factors and events that may affect our production volume, such
as local holidays; and
- seasonality in customers' product requirements.
One of our significant end-markets is the consumer electronics market.
This market exhibits particular strength towards the end of the year in
connection with the holiday season. As a result, we have experienced relative
strength in revenues in our third fiscal quarter.
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THE MAJORITY OF OUR SALES COMES FROM A SMALL NUMBER OF CUSTOMERS; IF WE LOSE ANY
OF THESE CUSTOMERS, OUR SALES COULD DECLINE SIGNIFICANTLY.
Sales to our five largest customers have represented a majority of our
net sales in recent periods. Our five largest customers accounted for
approximately 44% of consolidated net sales in fiscal 2000. Our largest
customers during fiscal 2000 were Ericsson and Philips accounting for
approximately 12% and 10% of consolidated net sales. The identity of our
principal customers have varied from year to year, and our principal customers
may not continue to purchase services from us at current levels, if at all.
Significant reductions in sales to any of these customers, or the loss of major
customers, would seriously harm our business. If we are not able to timely
replace expired, canceled or reduced contracts with new business, our revenues
would be harmed.
WE DEPEND ON THE ELECTRONICS INDUSTRY WHICH CONTINUALLY PRODUCES TECHNOLOGICALLY
ADVANCED PRODUCTS WITH SHORT LIFE CYCLES; OUR INABILITY TO CONTINUALLY
MANUFACTURE SUCH PRODUCTS ON A COST-EFFECTIVE BASIS WOULD HARM OUR BUSINESS.
Factors affecting the electronics industry in general could seriously
harm our customers and, as a result, us. These factors include:
- the inability of our customers to adapt to rapidly changing
technology and evolving industry standards, which results in short
product life cycles;
- the inability of our customers to develop and market their products,
some of which are new and untested, the potential that our customers'
products may become obsolete or the failure of our customers'
products to gain widespread commercial acceptance; and
- recessionary periods in our customers' markets.
If any of these factors materialize, our business would suffer.
THERE MAY BE SHORTAGES OF REQUIRED ELECTRONIC COMPONENTS.
A substantial majority of our net sales are derived from turnkey
manufacturing in which we are responsible for purchasing components used in
manufacturing our customers products. We generally do not have long-term
agreements with suppliers of components. This typically results in our bearing
the risk of component price increases because we may be unable to procure the
required materials at a price level necessary to generate anticipated margins
from our agreements with our customers. Accordingly, component price changes
could seriously harm our operating results.
At various times, there have been shortages of some of the electronic
components that we use, and suppliers of some components have lacked sufficient
capacity to meet the demand for these components. In recent months, component
shortages have become more prevalent in our industry. In some cases, supply
shortages and delays in deliveries of particular components have resulted in
curtailed production, or delays in production, of assemblies using that
component, which has contributed to an increase in our inventory levels. We
expect that shortages and delays in deliveries of some components will continue.
If we are unable to obtain sufficient components on a timely basis, we may
experience manufacturing and shipping delays, which could harm our relationships
with current or prospective customers and reduce our sales.
OUR INDUSTRY IS EXTREMELY COMPETITIVE.
The electronics manufacturing services industry is extremely competitive
and includes hundreds of companies, several of which have achieved substantial
market share. Current and prospective customers also evaluate our capabilities
against the merits of internal production. Some of our competitors, including
Solectron,
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Celestica and SCI Systems, have substantially greater market share than us, and
substantially greater manufacturing, financial, research and development and
marketing resources.
In recent years, many participants in the industry, including us, have
substantially expanded their manufacturing capacity. If overall demand for
electronics manufacturing services should decrease, this increased capacity
could result in substantial pricing pressures, which could seriously harm our
operating results.
WE ARE SUBJECT TO THE RISK OF INCREASED TAXES.
We have structured our operations in a manner designed to maximize
income in countries where tax incentives have been extended to encourage foreign
investment or where income tax rates are low. We base our tax position upon the
anticipated nature and conduct of our business and upon our understanding of the
tax laws of the various countries in which we have assets or conduct activities.
However, our tax position is subject to review and possible challenge by taxing
authorities and to possible changes in law which may have retroactive effect. We
cannot determine in advance the extent to which some jurisdictions may require
us to pay tax or make payments in lieu of tax.
Several countries in which we are located allow for tax holidays or
provide other tax incentives to attract and retain business. We have obtained
holidays or other incentives where available. Our taxes could increase if
certain tax holidays or incentives are not renewed upon expiration, or tax rates
applicable to us in such jurisdictions are otherwise increased. In addition,
further acquisitions may cause our effective tax rate to increase.
WE CONDUCT OPERATIONS IN A NUMBER OF COUNTRIES AND ARE SUBJECT TO RISKS OF
INTERNATIONAL OPERATIONS.
The geographical distances between Asia, the Americas and Europe create
a number of logistical and communications challenges. Our manufacturing
operations are located in a number of countries, including Austria, Brazil,
China, the Czech Republic, Finland, France, Germany, Hungary, Ireland, Italy,
Malaysia, Mexico, Sweden, the United Kingdom and the United States. As a result,
we are affected by economic and political conditions in those countries,
including:
- fluctuations in the value of currencies;
- changes in labor conditions;
- longer payment cycles;
- greater difficulty in collecting accounts receivable;
- burdens and costs of compliance with a variety of foreign laws;
- political and economic instability;
- increases in duties and taxation;
- imposition of restrictions on currency conversion or the transfer of
funds;
- limitations on imports or exports;
- expropriation of private enterprises; and
- reversal of the current policies including favorable tax and lending
policies encouraging foreign investment or foreign trade by our host
countries.
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The attractiveness of our services to our U.S. customers can be affected
by changes in U.S. trade policies, such as "most favored nation" status and
trade preferences for some Asian nations. In addition, some countries in which
we operate, such as Brazil, Mexico and Malaysia, have experienced periods of
slow or negative growth, high inflation, significant currency devaluations and
limited availability of foreign exchange. Furthermore, in countries such as
Mexico and China, governmental authorities exercise significant influence over
many aspects of the economy, and their actions could have a significant effect
on us. Finally, we could be seriously harmed by inadequate infrastructure,
including lack of adequate power and water supplies, transportation, raw
materials and parts in countries in which we operate.
WE ARE SUBJECT TO RISKS OF CURRENCY FLUCTUATIONS AND HEDGING OPERATIONS.
A significant portion of our business is conducted in the European euro,
the Swedish krona and the Brazilian real. In addition, some of our costs, such
as payroll and rent, are denominated in currencies such as the Austrian
schilling, the British pound, the Chinese renminbi, the German deutsche mark,
the Hong Kong dollar, the Hungarian forint, the Irish pound, the Malaysian
ringgit, the Mexican peso and the Singapore dollar, as well as the krona, the
euro and the real. In recent years, the Hungarian forint, Brazilian real and
Mexican peso have experienced significant devaluations. Changes in exchange
rates between these and other currencies and the U.S. dollar will affect our
cost of sales, operating margins and revenues. We cannot predict the impact of
future exchange rate fluctuations. We use financial instruments, primarily
forward purchase contracts, to hedge Japanese yen, European euro, U.S. dollar
and other foreign currency commitments arising from trade accounts payable and
fixed purchase obligations. Because we hedge only fixed obligations, we do not
expect that these hedging activities will harm our results of operations or cash
flows. However, our hedging activities may be unsuccessful, and we may change or
reduce our hedging activities in the future. As a result, we may experience
significant unexpected expenses from fluctuations in exchange rates.
WE DEPEND ON OUR KEY PERSONNEL.
Our success depends to a larger extent upon the continued services of
our key executives, managers and skilled personnel. Generally our employees are
not bound by employment or non-competition agreements, and we cannot assure that
we will retain our key officers and employees. We could be seriously harmed by
the loss of key personnel.
WE ARE SUBJECT TO ENVIRONMENTAL COMPLIANCE RISKS.
We are subject to various federal, state, local and foreign
environmental laws and regulations, including those governing the use, storage,
discharge and disposal of hazardous substances in the ordinary course of our
manufacturing process. In addition, we are responsible for cleanup of
contamination at some of our current and former manufacturing facilities and at
some third party sites. If more stringent compliance or cleanup standards under
environmental laws or regulations are imposed, or the results of future testing
and analyses at our current or former operating facilities indicate that we are
responsible for the release of hazardous substances, we may be subject to
additional remediation liability. Further, additional environmental matters may
arise in the future at sites where no problem is currently known or at sites
that we may acquire in the future. Currently unexpected costs that we may incur
with respect to environmental matters may result in additional loss
contingencies, the quantification of which cannot be determined at this time.
THE MARKET PRICE OF OUR ORDINARY SHARES IS VOLATILE.
The stock market in recent years has experienced significant price
and volume fluctuations that have affected the market prices of technology
companies. These fluctuations have often been unrelated to or disproportionately
impacted by the operating performance of these companies. The market for our
ordinary shares may be subject to similar fluctuations. Factors such as
fluctuations in our operating results, announcements of technological
innovations or events affecting other companies in the electronics industry,
currency fluctuations and general market conditions may have a significant
effect on the market price of our ordinary shares.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares by the
selling shareholders.
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the shares
beneficially owned by the selling shareholders named below as of July 14, 2000,
the shares that may be offered and sold from time to time by the selling
shareholders pursuant to this prospectus, assuming each selling shareholder
sells all of the ordinary shares offered in this prospectus, and the nature of
any position, office or other material relationship which each selling
shareholder has had with Flextronics. The selling shareholders named below,
together with any pledgee or donee of any named shareholders, and any person who
may purchase shares offered hereby from any named shareholders in a private
transaction in which they are assigned the shareholders' rights to registration
of their shares, are referred to in this prospectus as the "selling
shareholders."
Except as indicated below, the shares that may be offered and sold pursuant
to this prospectus represent all of the shares beneficially owned by each named
selling shareholder as of July 14, 2000. All of these shares were acquired by
the selling shareholders in connection with our acquisitions of Palo Alto
Products International Pte Ltd, Palo Alto Manufacturing (Thailand) Ltd., Palo
Alto Plastic (Thailand) Ltd., PCB Assembly, Inc., San Marco Engineering Srl,
Sample Rate Systems Oy, Neutronics Electronic Industries Holding AG, Energipilot
AB, Kyrel EMS Oy, Summit Manufacturing Inc., Circuit Board Assemblers, Inc. and
EMC International, Inc. Because the selling shareholders may offer from time to
time all or some of their shares under this prospectus, no assurances can be
given as to the actual number of shares that will be sold by any selling
shareholder or that will be held by the selling shareholder after completion of
the sales.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission that consider shares to be beneficially owned
by any person who has voting or investment power with respect to the shares.
Ordinary shares subject to options that are currently exercisable or exercisable
within 60 days after July 14, 2000 are considered to be outstanding and to be
beneficially owned by the person holding the options for the purpose of
computing the percentage ownership of a person but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person. Percentage ownership is based upon 115,467,000 outstanding ordinary
shares as of July 14, 2000.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERING SHARES BEING AFTER THE OFFERING
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
---- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Hui Shing Leong (1) 4,000,900 3.5 1,737,800 2,263,100 2.0
Seppo Parhankangas (2) 2,379,284 2.1 2,379,284 -- --
Dennis and Diane Kottke (3) 1,084,566 * 1,084,566 -- --
Neil Chan (4) 553,824 * 553,824 -- --
James Sacherman (5) 466,915 * 466,915 -- --
John Toor (6) 315,046 * 315,046 -- --
Creation SA (7) 274,120 * 274,120 -- --
Malcolm Smith (8) 258,572 * 258,572 -- --
Chiu-Hsia Chan Wu (9) 198,169 * 198,169 -- --
James Chan (10) 188,982 * 188,982 -- --
DET International Holding Ltd (9) 149,268 * 149,268 -- --
Blue Ridge Investors Limited
Partnership (11) 141,430 * 141,430 -- --
Pan Tang Wang (9) 125,988 * 125,988 -- --
Thomas Albright (12) 114,480 * 114,480 -- --
Susan Albright (11) 111,802 * 111,802 -- --
Delta Electronics Thailand (13) 110,034 * 110,034 -- --
Tzu Min Tong (9) 78,742 * 78,742 -- --
Chao Chung Hsu (9) 78,742 * 78,742 -- --
WK Technology Fund IV (9) 72,837 * 72,837 -- --
Tsai-Jung Chan (9) 65,619 * 65,619 -- --
Tsai-Hsun Chan (9) 65,619 * 65,619 -- --
WK Global Fund Limited (9) 57,088 * 57,088 -- --
Chin Chin Lin (14) 50,745 * 47,245 3,500 --
Juha Kuusama (15) 45,336 * 45,336 -- --
Dale Albright (16) 35,066 * 35,066 -- --
Ming Tarng Yu (17) 34,997 * 31,497 3,500 --
Li Hua Chan (9) 31,497 * 31,497 -- --
Chang Lien Tseng (9) 31,497 * 31,497 -- --
WK Technology Fund III (9) 29,528 * 29,528 -- --
Start Fund of Kera Oy (15) 28,209 * 28,209 -- --
Fu Hsiun Lien (9) 26,903 * 26,903 -- --
</TABLE>
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<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERING SHARES BEING AFTER THE OFFERING
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
---- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Jeffrey Huckabone (18) 25,556 * 25,556 -- --
Donald Albright (19) 25,556 * 25,556 -- --
Po Jen Huang (9) 23,622 * 23,622 -- --
Bluegumm, LLC 22,778 * 22,778 -- --
Takaotec Corp (20) 22,407 * 22,407 -- --
Bo Sjunnesson (21) 19,597 * 19,597 -- --
WK Technology Fund (9) 19,685 * 19,685 -- --
WK Technology Fund II (9) 17,717 * 17,717 -- --
Mei-Ling Tai (9) 15,748 * 15,748 -- --
Tommi Rasila (15) 15,515 * 15,515 -- --
E.C. Sykes (22) 13,260 * 13,260 -- --
Dean Albright (23) 13,260 * 13,260 -- --
Chien-Chih Fang (20) 10,938 * 10,938 -- --
Rich Fortune Co. (9) 9,842 * 9,842 -- --
Shih Liang Lin (9) 7,874 * 7,874 -- --
Hsin Yi Wang (20) 7,476 * 7,476 -- --
Kuen Yi Wu (9) 6,561 * 6,561 -- --
Meng-Chuan Huang (20) 5,714 * 5,714 -- --
Shen-Lung Huang (20) 5,714 * 5,714 -- --
John Toor, Trustee of the Sacherman
Family Trust dated 12/20/96 (24) 3,934 * 3,934 -- --
Shannon Smith, Trustee of the Smith
Family Trust dated 12/25/96 (25) 3,934 * 3,934 -- --
Wallace Hsu (9) 3,444 * 3,444 -- --
James Sacherman, Trustee of the
Toor Family Trust dated 8/20/97 (26) 1,499 * 1,499 -- --
Victor Chung (19) 1,478 * 1,478 -- --
Candy Lin (9) 984 * 984 -- --
Amilcare Berti (27) 880 * 880 -- --
Hamid Arjomand (9) 574 * 574 -- --
Janette Canare (9) 393 * 393 -- --
Christy Balzer (9) 393 * 393 -- --
Peter Abrams (9) 328 * 328 -- --
Rich Blanton (9) 49 * 49 -- --
</TABLE>
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* Less than 1%.
(1) Mr. Hui Shing Leong is a director of Flextronics, and was a director and
shareholder of Neutronics until its acquisition by Flextronics. Includes
2,257,600 shares held by Great Empire Limited, an entity affiliated with
Mr. Hui. Shares beneficially owned by Mr. Hui include 5,500 shares subject
to options exercisable within 60 days after July 14, 2000 held by Mr. Hui.
(2) Mr. Seppo Parhankangas was a director, officer and sole shareholder of
Kyrel until its acquisition by Flextronics.
(3) Dennis and Diane Kottke were shareholders of PCB Assembly, Inc. prior to
its acquisition by Flextronics.
(4) Neil Chan is a director and officer of a subsidiary of Flextronics and was
a shareholder of Palo Alto Products International until its acquisition by
Flextronics.
(5) James Sacherman is a director and officer of a subsidiary of Flextronics
and was a shareholder of Palo Alto Products International until its
acquisition by Flextronics. Does not include 4,371 shares held by John
Toor, Trustee of the Sacherman Family Trust dated 12/20/96.
(6) John Toor is an officer of a subsidiary of Flextronics and was a
shareholder of Palo Alto Products International until its acquisition by
Flextronics. Does not include 1,665 shares held by James Sacherman, Trustee
of the Toor Family Trust dated 8/20/97.
(7) Creation SA was a shareholder of San Marco Engineering prior to its
acquisition by Flextronics. Does not include 880 shares held by Amilcare
Berti.
(8) Malcolm Smith is an officer of a subsidiary of Flextronics and was a
shareholder of Palo Alto Products International until its acquisition by
Flextronics. Does not include 4,371 shares held by Shannon Smith, Trustee
of the Smith Family Trust dated 12/25/96.
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(9) A shareholder of Palo Alto Products International prior to its acquisition
by Flextronics.
(10) James Chan is an officer of a subsidiary of Flextronics and was a
shareholder of Palo Alto Products International until its acquisition by
Flextronics.
(11) A shareholder of Circuit Board Assemblers prior to its acquisition by
Flextronics.
(12) A shareholder of Circuit Board Assemblers and EMC prior to their
acquisition by Flextronics. Includes 57,240 shares held jointly with Susan
Albright.
(13) Delta Electronics Thailand was a shareholder of Palo Alto Products
International, Palo Alto Manufacturing (Thailand) and Palo Alto Plastic
(Thailand) prior to their acquisition by Flextronics.
(14) Chin Chin Lin was a shareholder of Palo Alto Products International prior
to its acquisition by Flextronics. Shares beneficially owned by Chin Chin
Lin include 3,500 shares subject to options exercisable within 60 days
after July 14, 2000 held by Chin Chin Lin.
(15) A shareholder of Sample Rate Systems prior to its acquisition by
Flextronics.
(16) Dale Albright was a shareholder of EMC prior to its acquisition by
Flextronics. Includes 32,066 shares held jointly with Traher Albright.
(17) Ming Tarng Yu was a shareholder of Palo Alto Products International prior
to its acquisition by Flextronics. Shares beneficially owned by Ming Tarng
Yu include 3,500 shares subject to options exercisable within 60 days after
July 14, 2000 held by Ming Tarng Yu.
(18) Jeffrey Huckabone was a shareholder of Summit Manufacturing prior to its
acquisition by Flextronics. Includes 9,660 shares held jointly with Janet
Huckabone.
(19) Donald Albright was a shareholder of Summit Manufacturing prior to its
acquisition by Flextronics. Includes 3,556 shares held jointly with
Catherine Albright.
(20) A shareholder of Palo Alto Plastic (Thailand) prior to its acquisition by
Flextronics.
(21) Bo Sjunnesson is an officer of a subsidiary of Flextronics, and was a
director, officer and the sole shareholder of Energipilot prior to its
acquisition by Flextronics.
(22) E.C. Sykes was a shareholder of Circuit Board Assemblers prior to its
acquisition by Flextronics. Includes 13,090 shares held jointly with Susan
Sykes.
(23) Dean Albright was a shareholder of Circuit Board Assemblers prior to its
acquisition by Flextronics. Includes 5,760 shares held jointly with Janeen
Albright.
(24) John Toor, Trustee of the Sacherman Family Trust dated 12/20/96 was
shareholder of Palo Alto Products International until its acquisition by
Flextronics. Does not include 518,794 shares held by James Sacherman.
(25) Shannon Smith, Trustee of the Smith Family Trust dated 12/25/96 was
shareholder of Palo Alto Products International until its acquisition by
Flextronics. Does not include 287,302 shares held by Malcolm Smith.
(26) James Sacherman, Trustee of the Toor Family Trust dated 8/20/97 was
shareholder of Palo Alto Products International until its acquisition by
Flextronics. Does not include 350,051 shares held by John Toor.
(27) Amilcare Berti was a director, officer and shareholder of San Marco
Engineering prior to its acquisition by Flextronics. Does not include
274,120 shares held by Creation SA, an entity controlled by Amilcare Berti.
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PLAN OF DISTRIBUTION
The selling shareholders may sell or distribute some or all of the
shares from time to time through underwriters, dealers, brokers or other agents
or directly to one or more purchasers, including pledgees, in transactions
(which may involve crosses, block transactions or short sales) on Nasdaq, in
privately negotiated transactions (including sales pursuant to pledges or short
sales) or in the over-the-counter market, or in a combination of these
transactions. These transactions may be effected by the selling shareholders at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices, or at fixed prices, which may be
changed. Brokers, dealers, agents or underwriters participating in transactions
as agent may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders (and, if they act as agent for the
purchaser of the shares, from such purchaser). The discounts, concessions or
commissions as to a particular broker, dealer, agent or underwriter might be in
excess of those customary in the type of transaction involved. This prospectus
also may be used, with Flextronics' consent, by donees or pledgees of the
selling shareholders, or by other persons acquiring shares and who wish to offer
and sell shares under circumstances requiring or making desirable its use.
The selling shareholders and any underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any underwriters, brokers, dealers or agents might be
deemed to be underwriting discounts and commissions under the Securities Act.
Neither Flextronics nor the selling shareholders can presently estimate the
amount of such compensation.
We will pay substantially all of the expenses incident to this offering
of the shares by the selling shareholders to the public other than commissions
and discounts of underwriters, brokers, dealers or agents. We have agreed to
indemnify the selling shareholders against certain liabilities, including
liabilities arising under the Securities Act, in connection with the offer and
sale of the shares, and selling shareholders may indemnify brokers, dealers,
agents or underwriters that participate in transactions involving sales of the
shares against certain liabilities, including liabilities arising under the
Securities Act.
In order to comply with certain states' securities laws, if applicable,
the shares will be sold in jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the shares may not be sold
unless the shares have been registered or qualified for sale in that state or an
exemption from registration or qualification is available and is complied with.
The shares were originally issued to former shareholders of Palo Alto
Products International Pte Ltd, Palo Alto Manufacturing (Thailand) Ltd., Palo
Alto Plastic (Thailand) Ltd., PCB Assembly, Inc., San Marco Engineering Srl,
Sample Rate Systems Oy, Neutronics Electronic Industries Holding AG, Energipilot
AB, Kyrel EMS Oy, Summit Manufacturing Inc., Circuit Board Assemblers, Inc. and
EMC International, Inc., in connection with the acquisitions of these companies
pursuant to exemptions from the registration requirements of the Securities Act
provided by Section 4(2) thereof.
LEGAL MATTERS
The validity of the securities offered hereby has been passed upon for us by
Allen & Gledhill, Singapore.
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PROSPECTUS SUPPLEMENT
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September 1, 2000
