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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-46200
PROSPECTUS
FLEXTRONICS INTERNATIONAL LTD.
UP TO 32,304,784 ORDINARY SHARES
-------------------------
The 32,304,784 ordinary shares covered by this prospectus were previously
issued by us in our acquisitions of Chatham Technologies, Inc., IEC Holdings
Ltd., Lightning Metal Specialties, Incorporated and related entities, Photonic
Packaging Technologies, Inc., Palo Alto Products International Pte. Ltd., Palo
Alto Manufacturing (Thailand) Ltd., Palo Alto Plastic (Thailand) Ltd., PCB
Assembly, Inc., San Marco Engineering Sri, Sample Rate Systems Oy, Neutronics
Electronic Industries Holding AG, Energipilot AB, Kyrel EMS Oyj, 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 on Nasdaq, on
the over-the-counter market, in connection with the writing of exchange-traded
call options, in negotiated transactions or otherwise, and these sales may be 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 November 8, 2000, the closing sale price of the ordinary
shares was $30.75 per share.
-------------------------
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 4.
-------------------------
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 November 9, 2000.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information......................... 1
Forward-Looking Statements.................................. 2
The Company................................................. 3
Enforcement of Civil Liabilities............................ 3
Risk Factors................................................ 4
Use of Proceeds............................................. 9
Selling Shareholders........................................ 9
Plan of Distribution........................................ 12
Legal Matters............................................... 13
Experts..................................................... 13
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. We have filed with the SEC a registration statement on
Form S-3 under the Securities Act with respect to the ordinary shares offered
under this prospectus. This prospectus does not contain all of the information
in the registration statement, parts of which we have omitted, as allowed under
the rules and regulations of the SEC. You should refer to the registration
statement for further information with respect to us and our ordinary shares.
Copies of this registration statement, along with the reports, proxy statements
and other information filed with the SEC, may be read and copied 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;
- 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 SEC on April 18, 2000,
June 13, 2000, June 19, 2000, June 22, 2000, June 27, 2000, September 15,
2000, September 20, 2000 and September 20, 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.
2090 Fortune Drive
San Jose, California 95131
Attention: Laurette F. Slawson
Treasurer and Director of Investor Relations
Telephone: (408) 576-7000
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You may also review copies of documents that are incorporated by reference
at our web site. The address of the site is http://www.flextronics.com.
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
The material included or incorporated by reference in this prospectus
contains forward-looking statements within the meaning of the securities laws.
The words "expects," "anticipates," "believes," "intends," "plans" and similar
expressions identify forward-looking statements. In addition, any statements
which refer to expectations, projections or other characterizations of future
events or circumstances are forward-looking statements. Because these
forward-looking statements are subject to risks and uncertainties, actual
results may differ materially from the expectations expressed in the
forward-looking statements. Factors that could cause actual results to differ
materially from the expectations reflected in the forward-looking statements
include:
- our ability to expand our facilities and operations;
- our ability to hire and retain skilled employees;
- our ability to integrate the operations of acquired businesses and to
retain customers and employees of the acquired business;
- continued outsourcing of manufacturing by original equipment
manufacturers;
- our ability to win new customer programs and maintain our customer
relationships;
- difficulties in production of new products;
- changes in demand for our customers' products;
- currency fluctuations; and
- risks of component shortages.
In addition, these forward-looking statements are subject to the other
risks and uncertainties discussed under "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Certain Factors Affecting
Operating Results" in our most recent reports filed with the Securities and
Exchange Commission on Form 10-K and Form 10-Q. We undertake no obligation to
update or revise these forward-looking statement to reflect subsequent events or
circumstances.
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THE COMPANY
We are 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. Our strategy is to
provide customers with the ability to outsource, on a global basis, a complete
product where we take responsibility for engineering, supply chain management,
assembly, integration, test and logistics management. We provide complete
product design services, including electrical and mechanical, circuit and
layout, radio frequency and test development engineering services. Our
manufacturing services include the fabrication and assembly of plastic and metal
enclosures, PCBs and backplanes. 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. Throughout the production process, we
offer logistics services, such as materials procurement, inventory management,
packaging and distribution. Our principal offices are located at 11 Ubi Road 1,
#07-01/02, Meiban Industrial Building, Singapore 408723. 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 these 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 these persons or Flextronics or to enforce against them in
United States courts judgments obtained in such courts predicated upon the civil
liability provisions of the federal securities law of the United States. Allen &
Gledhill has also advised us that there is doubt as to whether Singapore courts
will enforce, either in original actions or in actions for the enforcement of
judgments of United States courts, civil liabilities predicated upon the federal
securities laws of the United States.
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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. Our workforce has more than
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;
- 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. For example, in connection with our acquisitions of DII and Palo Alto
Products International, we recorded a one-time charge of approximately $206.6
million and in connection with the issuance of an equity instrument to Motorola
relating to our alliance with Motorola, we recorded a one-time non-cash charge
of approximately $286.5 million, both in the first fiscal quarter of fiscal
2001.
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, including our recent agreements to acquire JIT Holdings Limited. 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.
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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.
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;
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- 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.
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 significant
percentage of our net sales in recent periods. Our five largest customers
accounted for approximately 42% of consolidated net sales in fiscal 2000. Our
largest customer during fiscal 2000 was Ericsson, accounting for approximately
14% 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 be 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.
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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 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 (1) tax incentives have been extended to encourage foreign
investment or (2) 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 of businesses 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.
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,
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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 euro, the
krona 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 large 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 information regarding the selling
shareholders, the shares that may be offered and sold from time to time by the
selling shareholders pursuant to 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 owned by each named selling
shareholder as of September 15, 2000. All of these shares were acquired by the
selling shareholders in connection with our acquisitions of Chatham
Technologies, Inc., IEC Holdings Ltd., Lightning Metal Specialties,
Incorporated, Coating Technologies, Inc., Lightning Tool and Design, Inc.,
Lightning Metal Specialties E.M.F., Ltd., Lightning Manufacturing
Solutions-Europe, Ltd., Lightning Manufacturing Solutions Texas, L.L.C.,
Lightning Logistics, L.L.C., Papason, L.L.C., 200 Scott Street, L.L.C., 80 Scott
Street, L.L.C., 230 Scott Street, L.L.C., 1350 Lively Blvd, L.L.C., D.A.D.
Partnership, S.O.N. Partnership, S.O.N. II Partnership, Photonic Packaging
Technologies, Inc., Palo Alto Products International Pte Ltd, Palo Alto
Manufacturing (Thailand) Ltd., Palo Alto Plastic (Thailand) Ltd., PCB Assembly,
Inc., San Marco Engineering Sri, Sample Rate Systems Oy, Neutronics Electronic
Industries Holding AG, Energipilot AB, Kyrel EMS Oyj, Summit Manufacturing Inc.,
Circuit Board Assemblers, Inc. and EMC International, Inc. Percentage ownership
is based upon 420,834,806 outstanding ordinary shares as of October 31, 2000.
The selling shareholders may offer from time to time all or some of their
shares under this prospectus. Because the selling shareholders are not obligated
to sell their shares, and because the selling shareholders also may acquire our
publicly traded ordinary shares, we cannot estimate how many shares the selling
shareholders will own after this offering.
<TABLE>
<CAPTION>
SHARES OWNED PRIOR
TO THE OFFERING
------------------ SHARES BEING
NAME NUMBER % OFFERED
---- ---------- ---- ------------
<S> <C> <C> <C>
Hui Shing Leong(1).......................................... 6,682,680 1.6 2,178,000
Seppo Parhankangas(2)....................................... 4,628,568 1.1 4,628,568
Moore Global Investments, Inc.(4)........................... 1,776,932 * 1,776,932
Dennis and Diane Kottke(5).................................. 1,769,132 * 1,769,132
William J. Kidd............................................. 1,349,977 * 1,349,977
Paribas Principal Incorporated.............................. 1,232,296 * 1,232,296
Jeffrey S. Dickson(9)....................................... 854,680 * 854,680
James Sacherman(10)......................................... 813,830 * 813,830
Frank J. Dotzler as Trustee of the Declaration of Trust of
Frank J. Dotzler dated August 8, 1991, as amended(6)...... 794,467 * 794,467
Carla G. Kidd............................................... 693,218 * 693,218
Ron Arder, Jr.(7)........................................... 619,823 * 619,823
John Toor(11)............................................... 618,092 * 618,092
Randy S. Randall(12)........................................ 574,382 * 574,382
Amilcare Berti(13).......................................... 550,000 * 550,000
Star Life Insurance Company (Cayman) #C100259............... 505,712 * 505,712
Mats Carlsson............................................... 470,728 * 470,728
Parker Chapin LLP as Escrow Agent(14)....................... 463,302 * 463,302
Paribas North America....................................... 459,876 * 459,876
</TABLE>
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<TABLE>
<CAPTION>
SHARES OWNED PRIOR
TO THE OFFERING
------------------ SHARES BEING
NAME NUMBER % OFFERED
---- ---------- ---- ------------
<S> <C> <C> <C>
Malcolm Smith(15)........................................... 457,144 * 457,144
Sten Carlsson............................................... 419,474 * 419,474
R. William Bonnivier........................................ 395,176 * 395,176
Star Life Insurance Company (Cayman) #C100258............... 393,576 * 393,576
Remington Investment Strategies, L.P........................ 390,062 * 390,062
Frances Randall............................................. 382,920 * 382,920
James Chan(17).............................................. 200,000 * 200,000
DET International Holding Ltd............................... 298,536 * 298,536
Pan Tang Wang............................................... 238,976 * 238,976
Catherine M. Kidd Grantor Trust............................. 245,044 * 245,044
Cara E. Kidd Trust.......................................... 245,044 * 245,044
Thomas C. Kidd Trust........................................ 245,044 * 245,044
Barefoot Investment, LLC.................................... 242,486 * 242,486
McLamb Investment, LLC...................................... 242,486 * 242,486
Spitfire Capital Partners, LP............................... 231,666 * 231,666
Bruce Fleisher.............................................. 223,530 * 223,530
Delta Electronics Thailand.................................. 220,068 * 220,068
Finn O'Sullivan(16)......................................... 218,570 * 218,570
Chiu-Hsia Chan Wu........................................... 200,000 * 200,000
Richard J. Effress.......................................... 189,152 * 189,152
Adam D. Lehrhoff............................................ 189,152 * 189,152
Andrew D. Lipman............................................ 189,152 * 189,152
Skandinaviska Enskilda Banken AB76,643...................... 153,286 * 153,286
WK Technology Fund IV....................................... 145,674 * 145,674
Ann O'Sullivan.............................................. 132,016 * 132,016
Tsai-Jung Chan.............................................. 131,238 * 131,238
Tsai-Hsun Chan.............................................. 131,238 * 131,238
Michael K. Hennessy......................................... 129,006 * 129,006
Andreas Carlsson............................................ 120,296 * 120,296
Daniel Carlsson............................................. 120,296 * 120,296
William E. Myers, Jr. ...................................... 155,074 * 155,074
Susan Albright.............................................. 115,410 * 115,410
Thomas Albright............................................. 114,480 * 114,480
WK Global Fund Limited...................................... 114,176 * 114,176
R. Scott Enochs, Co-Trustee of the R. Scott Enochs Revocable
Living Trust Dated 11/17/98................................. 106,352 * 106,352
Gerald Tyrell(18)........................................... 100,574 * 100,574
Other selling shareholders(19).............................. 2,311,961 * 2,311,961
</TABLE>
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(1) Mr. Hui Shing Leong was a director of Flextronics, and was a director and
shareholder of Neutronics until its acquisition by Flextronics. Includes
4,515,200 shares held by Great Empire Limited, an entity affiliated with
Mr. Hui.
(2) Mr. Seppo Parhankangas was a director, officer and sole shareholder of
Kyrel until its acquisition by Flextronics.
(3) KC Enclosures, LLC was a significant shareholder of Chatham prior to its
acquisition by Flextronics.
(4) Moore Global Investments, Inc. was a significant shareholder of Chatham
prior to its acquisition by Flextronics.
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(5) Dennis and Diane Kottke were significant shareholders of PCB Assembly prior
to its acquisition by Flextronics.
(6) Frank Dotzler was an officer, director, shareholder member and/or partner
of Lightning Metal Specialties, Incorporated, Coating Technologies, Inc.,
Lightning Tool and Design, Inc., Lightning Metal Specialties E.M.F., Ltd.,
Lightning Manufacturing Solutions-Europe, Ltd., Lightning Manufacturing
Solutions Texas, L.L.C., Lightning Logistics, L.L.C., Papason, L.L.C., 200
Scott Street, L.L.C., 80 Scott Street, L.L.C., 1350 Lively Blvd, L.L.C.,
D.A.D. Partnership, S.O.N. Partnership, S.O.N. II Partnership.
(7) Ron Arder, Jr. was an officer, director, shareholder member and/or partner
of Lightning Metal Specialties, Incorporated, Coating Technologies, Inc.,
Lightning Tool and Design, Inc., Lightning Metal Specialties E.M.F., Ltd.,
Lightning Manufacturing Solutions-Europe, Ltd., Lightning Manufacturing
Solutions Texas, L.L.C., Lightning Logistics, L.L.C., Papason, L.L.C., 200
Scott Street, L.L.C., 80 Scott Street, L.L.C., 230 Scott Street, L.L.C.,
1350 Lively Blvd, L.L.C., D.A.D. Partnership, S.O.N. Partnership, S.O.N. II
Partnership.
(8) 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.
(9) Includes 854,680 shares held of record by Goldman Sachs & Co.
(10) 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 8,742 shares held by John
Toor, Trustee of the Sacherman Family Trust dated 12/20/96.
(11) John Toor is an officer of a subsidiary of Flextronics and was a
shareholder of Palo Also Products International until its acquisition by
Flextronics. Does not include 3,330 shares held by James Sacherman, Trustee
of the Toor Family Trust dated 8/20/97.
(12) Randy S. Randall is a director of a subsidiary of Flextronics and was an
officer, director and majority shareholder of Photonic Packaging
Technologies prior to its acquisition by Flextronics.
(13) Includes 548,240 shares held by Creation SA. Mr. Berti controls Creation SA
and was a director, officer and shareholder of San Marco Engineering prior
to its acquisition by Flextronics.
(14) Represents shares held by Parker Chapin LLP in its capacity as escrow agent
pursuant to an escrow agreement between Parker Chapin and certain
shareholders of Chatham, and pursuant to an escrow agreement between Parker
Chapin and all shareholders of Chatham.
(15) 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 8,742 shares held by Shannon Smith, Trustee
of the Smith Family Trust dated 12/25/96.
(16) Finn O'Sullivan is a director of a subsidiary of Flextronics and was a
director and shareholder of IEC Holdings prior to it acquisition by
Flextronics.
(17) James Chan is an officer of a subsidiary of Flextronics and was a
shareholder of Palo Alto Products International until its acquisition by
Flextronics.
(18) Gerard Tyrell was a director and shareholder of IEC Holdings prior to its
acquisition by Flextronics.
(19) The shares held by these other selling shareholders do not exceed one
percent (1%) of Flextronics' outstanding ordinary shares. In the past three
years, none of these other selling shareholders has had a material
relationship with Flextronics, except that certain of them have become
non-officer employees of Flextronics.
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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. The selling shareholders
may sell the shares on the Nasdaq National Market, in the over-the-counter
market or otherwise, at market prices prevailing at the time of sale, at prices
related to the prevailing market prices, or at negotiated prices or at fixed
prices, which may be changed. The selling shareholders may offer and sell some
or all of their shares through:
- a block trade in which a broker-dealer or other person may resell all or
part of the block, as principal or agent, in order to facilitate the
transaction;
- purchases by a broker-dealer or other person, as principal, and resell by
the broker-dealer for its account;
- pledges of shares to a broker-dealer or other person, who may, in the
event of default, purchase or sell the pledged shares; or
- ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
In addition, selling shareholders may enter into option, derivative or
hedging transactions with respect to the shares, and any related offers or sales
of shares may be made pursuant to this prospectus For example, the selling
shareholders may:
- enter into transactions involving short sales of the shares by
broker-dealers in the course of hedging the positions they assume with
selling shareholders;
- sell shares short themselves and deliver the shares registered hereby to
settle such short sales or to close out stock loans incurred in
connection with their short positions;
- write call options, put options or other derivative instruments
(including exchange-traded options or privately negotiated options) with
respect to the shares, or which they settle through delivery of the
shares;
- enter into option transactions or other types of transactions that
require the selling shareholder to deliver shares to a broker, dealer or
other financial institution, who may then resell or transfer the shares
under this prospectus; or
- loan the shares to a broker, dealer or other financial institution, who
may sell the loaned shares.
These option, derivative and hedging transactions may require the delivery
to a broker, dealer or other financial institution of shares offered hereby, and
such broker, dealer or other financial institution may resell such shares
pursuant to this prospectus. Selling shareholders also may resell all or a
portion of the shares in open market transactions in reliance upon Rule 144
under the Securities Act, provided they meet the criteria and comply with the
requirements of that rule.
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.
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
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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.
We may suspend the use of this prospectus if we learn of any event that
causes this prospectus to include an untrue statement of a material fact or omit
to state a material fact required to be stated in this prospectus or necessary
to make the statements in this prospectus not misleading in light of the
circumstances then existing. If this type of event occurs, a prospectus
supplement or post-effective amendment, if required, will be distributed to each
selling shareholder.
The shares offered under this prospectus were originally issued to former
shareholders of Chatham Technologies, Inc., IEC Holdings Ltd., Lightning Metal
Specialties, Incorporated, Coating Technologies, Inc., Lightning Tool and
Design, Inc., Lightning Metal Specialties E.M.F., Ltd., Lightning Manufacturing
Solutions-Europe, Ltd., Lightning Manufacturing Solutions Texas, L.L.C.,
Lightning Logistics, L.L.C., Papason, L.L.C., 200 Scott Street, L.L.C., 80 Scott
Street, L.L.C., 230 Scott Street, L.L.C., 1350 Lively Blvd, L.L.C., D.A.D.
Partnership, S.O.N. Partnership, S.O.N. II Partnership, Photonic Packaging
Technologies, Inc., Palo Alto Products International Pte Ltd, Palo Alto
Manufacturing (Thailand) Ltd., Palo Alto Plastic (Thailand) Ltd., PCB Assembly,
Inc., San Marco Engineering Sri, Sample Rate Systems Oy, Neutronics Electronic
Industries Holding AG, Energipilot AB, Kyrel EMS Oyj, 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 and/or
Regulation D or Regulation S under the Securities Act. In connection with these
acquisitions, we agreed to register the ordinary shares offered under this
prospectus under the Securities Act.
LEGAL MATTERS
The validity of the securities offered hereby has been passed upon for us
by Allen & Gledhill, Singapore.
EXPERTS
Our consolidated financial statements and our supplemental consolidated
financial statements and schedules appearing in our Current Report (Form 8-K)
filed with the SEC on September 20, 2000 have been audited by Arthur Andersen
LLP, independent public accountants, as set forth in their reports. In those
reports, that firm states that with respect to certain subsidiaries its opinion
is based on the reports of other independent public accountants. The financial
statements and supporting schedules referred to above have been included herein
in reliance upon the authority of those firms as experts in giving said reports.
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PROSPECTUS
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November 8, 2000
