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Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-94941
PROSPECTUS
FLEXTRONICS INTERNATIONAL LTD.
Up To 4,839,872 Ordinary Shares
______________________
The 4,839,872 ordinary shares covered by this prospectus were previously
issued by Flextronics in its acquisitions of 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 January 31, 2000, the closing sale price of the ordinary
shares was $49.6875 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 January 31, 2000.
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TABLE OF CONTENTS
<TABLE>
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Page
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Where You Can Find More Information......................................... 2
Forward Looking Statements.................................................. 3
The Company................................................................. 3
Enforcement of Civil Liabilities ........................................... 3
Risk Factors................................................................ 3
Use of Proceeds............................................................. 9
Selling Shareholders........................................................ 9
Plan of Distribution........................................................ 11
Legal Matters............................................................... 11
</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,
1999;
- our Quarterly Reports on Form 10-Q for the fiscal quarters ended June
25, 1999 and September 24, 1999;
- our Current Reports on Form 8-K filed with the Commission on October
29, 1999, December 6, 1999 and December 23, 1999; 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.
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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 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, 1999
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
You should carefully consider the following factors as well as the other
information contained or incorporated by reference in this prospectus before
deciding to invest in our ordinary shares. These factors could cause our future
results to differ materially from those expressed or implied in forward-looking
statements made by us.
IF WE DO NOT MANAGE EFFECTIVELY THE EXPANSION OF OUR OPERATIONS, OUR BUSINESS
MAY BE HARMED.
We have grown rapidly in recent periods, and this growth may not continue.
Internal growth will require us to develop new customer relationships and expand
existing ones, improve our operational and information systems and further
expand our manufacturing capacity. We plan to increase our manufacturing
capacity by expanding our facilities and by adding new equipment. This expansion
involves significant risks. For example:
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- 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, expand
existing ones and manage geographically dispersed operations;
- we may incur cost overruns;
- we may encounter construction delays, equipment delays or shortages,
labor shortages and disputes and production start-up problems that
could adversely affect 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 adversely affected. Our expansion, both through acquisitions
and internal growth, has contributed to our incurring significant accounting
charges and experiencing volatility in our operating results and may continue to
do so in the future.
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 pursue growth through acquisitions in the future.
Acquisitions involve a number of risks and challenges, including:
- diversion of management's attention;
- the need to integrate acquired operations;
- 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.
To integrate acquired operations, 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.
Any of these and other factors could adversely affect our ability to
achieve anticipated levels of profitability at acquired operations or realize
other anticipated benefits of an acquisition. Furthermore, any future
acquisitions may require additional debt or equity financing, which could
increase our leverage or be dilutive to our existing shareholders. No assurance
can be given that we will consummate any acquisitions in the future.
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 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
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capacity and procure materials. Our operating results will be adversely affected
if sales do not develop to the extent and within the time frame that we
anticipate.
OUR CUSTOMER REQUIREMENTS AND OPERATING RESULTS VARY SIGNIFICANTLY.
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 adversely affect our results of operations.
In addition to the variable nature of our operating results due to the
short-term nature of our customers' commitments, other factors may contribute to
significant fluctuations in our results of operations. These factors 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.
We make significant decisions, including 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 adversely affect our gross margins and operating income.
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A 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
54% of consolidated net sales in the six months ended September 24, 1999, and
59% in fiscal 1999. Our largest customers during fiscal 1999 were Philips,
Ericsson and Cisco, accounting for approximately 16%, 15% and 11% of
consolidated net sales, respectively. The identity of our principal customers
has 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 have a
material and adverse effect on us. We may not be able to replace expired,
canceled, or reduced contracts with new business in a timely manner. See "-- Our
customer requirements and operating results vary significantly."
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 have a
material adverse effect on our customers and, as a result, on 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. If customers' products become
obsolete or fail to gain widespread commercial acceptance, our business
may be materially and adversely affected; and
- recessionary periods in our customers' markets.
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 procuring materials, which
typically results in our bearing the risk of component price changes.
Accordingly, certain component price changes could adversely affect 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 such components. In recent months,
component shortages have become more prevalent in our industry. In some cases,
supply shortages could curtail production of products using a particular
component and could result in manufacturing and shipping delays.
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 and SCI Systems, have substantially greater market shares 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
adversely affect 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. Our taxes could
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increase if these tax incentives are not renewed upon expiration or tax rates
applicable to us are increased. Substantially all of the products manufactured
by our Asian subsidiaries are sold to customers based in North America and
Europe. We believe that profits from our Asian operations are not sufficiently
connected to jurisdictions in North America or Europe to give rise to income
taxation there. However, tax authorities in jurisdictions in North America and
Europe could challenge the manner in which profits are allocated among our
subsidiaries, and we may not prevail in any such challenge. If the profits
recognized by our subsidiaries in jurisdictions where taxes are lower became
subject to income taxes in other jurisdictions, our worldwide effective tax rate
could 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, Finland,
France, Hungary, 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.
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 certain 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 adversely affected by inadequate infrastructure,
including lack of adequate power and water supplies, transportation, raw
materials and parts in countries in which we operate.
Risks Relating to China. Under its current leadership, the Chinese
government has been pursuing economic reform policies. However, the Chinese
government may not continue to pursue these policies, and these policies may not
be successful even if pursued. In addition, China does not have a comprehensive
and highly developed system of laws, and enforcement of laws and contracts is
uncertain. The United States annually reconsiders the renewal of most favored
nation trading status of China. China's loss of most favored nation status could
adversely affect us by increasing the cost to U.S. customers of products
manufactured by us in China.
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Risks Relating to Mexico. The Mexican government exercises significant
influence over many aspects of the Mexican economy and its action could have a
significant effect on private sector entities in general and us in particular.
Risks Relating to Hungary. Hungary has undergone significant political and
economic change in recent years. Political, economic, social and other
developments, and changes in laws could have a material and adverse effect on
our business. Annual inflation and interest rates in Hungary have historically
been much higher than those in Western Europe. Exchange rate policies have not
always allowed for the free conversion of currencies at the market rate. Laws
and regulations in Hungary have been, and continue to be, substantially revised
during its transition to a market economy. As a result, laws and regulations may
be applied inconsistently. Also in some circumstances, it may not be possible to
obtain the legal remedies provided for under those laws and regulations in a
reasonably timely manner, if at all.
Risks Relating to Brazil. During the past several years, the Brazilian
economy has been affected by significant intervention by the Brazilian
government. The Brazilian government has changed monetary, credit, tariff and
other policies to influence the course of Brazil's economy. The Brazilian
government's actions to control inflation and effect other policies have often
involved wage, price and exchange controls as well as other measures such as
freezing bank accounts and imposing capital controls.
WE ARE SUBJECT TO RISKS OF CURRENCY FLUCTUATIONS.
A significant portion of our business is conducted in the Swedish kronor,
European euro and Brazilian real. In addition, some of our costs, such as
payroll and rent, are denominated in currencies such as the Singapore dollar,
the Hong Kong dollar, the Malaysian ringgit, the Hungarian forint, the Mexican
peso and the British pound, as well as the kronor, the euro and the real. In
recent years, the Hungarian forint, Brazilian real and Mexican peso have
experienced significant devaluations, and in January 1999 the Brazilian real
experienced further significant devaluations. Changes in exchange rates between
these and other currencies and the U.S. dollar will affect our cost of sales and
operating margins. 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 have a material effect on 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.
WE DEPEND ON OUR KEY PERSONNEL.
Our success depends to a large extent upon the continued services of our
key executives and skilled personnel. Generally our employees are not bound by
employment or non-competition agreements, and there can be no assurance that we
will retain our officers and key employees. We could be materially and adversely
affected by the loss of key personnel.
WE ARE SUBJECT TO RISKS FROM THE YEAR 2000 ISSUE.
The Year 2000 computer issue refers to a condition in computer software
where a two digit field rather than a four digit field is used to distinguish a
calendar year. Unless corrected, some computer programs could be unable to
function on January 1, 2000, and thereafter until corrected, as they will be
unable to distinguish the correct date. Such an uncorrected condition could
significantly interfere with the conduct of our business, could result in
disruption of our operations, and could subject it to potentially significant
legal liabilities.
We are primarily addressing the Year 2000 issue concerning enterprise wide
applications by replacing our management information system with a new
enterprise management information system that is designed to provide enhanced
functionality. We have been advised that our new enterprise management
information system is Year 2000 compliant. However, we cannot provide assurances
that the new system will be Year 2000 compliant. We currently have implemented
this new information system in a majority of our facilities in Asia, Central
Europe,
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Western Europe and the Americas. We are currently evaluating the implementation
of this new management information system at the facilities that we have
recently acquired in Finland, France and Sweden. The new system will
significantly affect many aspects of our business, including our manufacturing,
sales and marketing and accounting functions. The successful implementation of
this system is important to our future growth.
Our business operations utilize electronic commerce systems and electronic
data interchanges with suppliers and customers to implement a variety of supply
chain management programs. While we are actively seeking assurances of Year 2000
compliance from our suppliers and customers, the failure by any one of these
third parties to address Year 2000 issues could result in our temporary
inability to process these supply chain management programs with such third
parties, and this inability could have a material and adverse impact on our
business and results of operations. In addition, we would be harmed if Year 2000
compliance issues resulted in serious disruptions in the operations of our
customers and suppliers.
We have facilities located in numerous countries throughout the world, and
these facilities depend on the local infrastructure for power,
telecommunications, transportation and other services. If Year 2000 issues cause
disruptions in these fundamental services, our ability to conduct our operations
could be seriously impaired. The Year 2000 issue also could affect our
infrastructure and production lines.
WE ARE SUBJECT TO ENVIRONMENTAL COMPLIANCE RISKS.
We are subject to a variety of environmental regulations relating to the
use, storage, discharge and disposal of hazardous chemicals. Although we believe
that our facilities are currently in material compliance with applicable
environmental laws, violations could occur. The costs and penalties that could
result from a violation of environmental laws could materially and adversely
affect us.
THE MARKET PRICE OF THE 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.
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 January 15,
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 January 15, 2000. All of these shares were
acquired by the selling shareholders in connection with our acquisitions of
Neutronics, Energipilot, Kyrel, Summit, Circuit Board Assemblers and EMC.
Because the selling shareholders may offer from time to time all or some of
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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 January 15, 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 115,020,109 outstanding ordinary
shares as of January 15, 2000.
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially
Prior to the Offering Share Owned After the Offering
------------------------- Being ------------------------
Name Number Percent Offered Number Percent
- ---- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Hui Shing Leong (1) 4,066,900 1,737,800 2,329,100 3.5
Seppo Parhankangas (2) 2,379,284 2,379,284 -- --
Blue Ridge Investors 141,430 * 141,430 -- --
Limited Partnership (3)
Richard Pfaffstaller (4) 115,933 * 97,600 18,333 *
Thomas G. Albright (5) 114,480 * 114,480 -- --
Susan Albright (6) 111,802 * 111,802 -- --
Walter Mayrhofer (7) 102,000 * 102,000 -- --
Dale Albright (8) 35,066 * 35,066 -- --
Donald R. Albright (9) 25,556 * 25,556 -- --
Jeffrey Huckabone (10) 25,556 * 25,556 -- --
Bluegumm, LLC 22,778 * 22,778 -- --
Bo Sjunnesson (11) 20,000 * 20,000 -- --
E.C. Sykes (12) 13,260 * 13,260 -- --
Dean Albright (13) 13,260 * 13,260 -- --
</TABLE>
- ---------------
* 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
to 2,257,600 shares held by Great Empire Limited, an entity affiliated
with Mr. Hui. Shares beneficially owned by Mr. Hui include 71,500 shares
subject to options exercisable within 60 days after January 15, 2000 held
by Mr. Hui.
(2) Mr. Seppo Parhankangas was a director, officer and sole shareholder of
Kyrel until its acquisition by Flextronics.
(3) Blue Ridge Investors Limited Partnership was a shareholder of Circuit
Board Assemblers prior to its acquisition by Flextronics.
(4) Mr. Richard Pfaffstaller is an officer of a subsidiary of Flextronics and
was a director, officer and shareholder of Neutronics until its
acquisition by Flextronics. Shares beneficially owned by Mr. Pfaffstaller
include 18,333 shares subject to options exercisable within 60 days after
January 1, 2000 held by Mr. Pfaffstaller.
(5) Mr. Thomas Albright was a shareholder of Circuit Board Assemblers and EMC
prior to their acquisition by Flextronics.
(6) Ms. Susan Albright was a shareholder of Circuit Board Assemblers prior to
its acquisition by Flextronics.
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(7) Mr. Walter Mayrhofer is an officer of a subsidiary of Flextronics and was
a director, officer and shareholder of Neutronics until its acquisition by
Flextronics.
(8) Mr. Dale Albright was a shareholder of EMC prior to its acquisition by
Flextronics.
(9) Mr. Donald Albright was a shareholder of Summit Manufacturing prior to its
acquisition by Flextronics.
(10) Mr. Jeffrey Huckabone was a shareholder of Summit Manufacturing prior to
its acquisition by Flextronics.
(11) Mr. Bo Sjunnesson is an officer of a subsidiary of Flextronics, and was a
director, officer and sole shareholder of Energipilot prior to its
acquisition by Flextronics.
(12) Mr. E.C. Sykes was a shareholder of Circuit Board Assemblers prior to its
acquisition by Flextronics.
(13) Mr. Dean Albright was a shareholder of Circuit Board Assemblers prior to
its acquisition by Flextronics.
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 Neutronics,
Energipilot, Kyrel, Summit, Circuit Board Assemblers and EMC 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
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January 31, 2000
