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As filed with the Securities and Exchange Commission on September 20, 2000
REGISTRATION NO. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
FLEXTRONICS INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
SINGAPORE NOT APPLICABLE
------------------------------- ----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation) Identification Number)
----------------------
11 UBI ROAD 1, #07-01/02
MEIBAN INDUSTRIAL BUILDING
SINGAPORE 408723
(65) 844-3366
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
--------------------
MICHAEL E. MARKS
CHIEF EXECUTIVE OFFICER
FLEXTRONICS INTERNATIONAL LTD.
11 UBI ROAD 1, #07-01/02
MEIBAN INDUSTRIAL BUILDING
SINGAPORE 408723
(65) 844-3366
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
--------------------
Copies to:
David K. Michaels, Esq.
Tram T. Phi, Esq.
David C. Owen, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
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Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ] _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] _______________
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
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PROPOSED PROPOSED
TITLE OF SHARES AMOUNT TO BE MAXIMUM AGGREGATE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE(2)
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<S> <C> <C> <C> <C>
Ordinary Shares, S$.01 par value per 16,644,051 $82.5625 $1,374,174,460.69 $362,782.06
share
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(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457. The price per share and aggregate offering price are based upon
the average of the high and low prices for Registrant's ordinary shares on
September 15, 2000, as reported on the Nasdaq National Market pursuant to
Rule 457(c).
(2) 7,632,037 of the ordinary shares to which this Registration Statement
relates were part of, and included in, the ordinary shares of the Registrant
previously registered on Form S-3, Registration No. 333-65659, Form S-3,
Registration No. 333-77515, Form S-3, Registration No. 333-87601, Form S-3,
Registration No. 333-94941, Form S-3, Registration No. 333-41646, for which
filing fees were previously paid in an aggregate amount of $166,351.69.
Accordingly, an additional filing fee of $196,430.36 is payable in
connection with this Registration Statement.
<PAGE> 2
Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended, the prospectus which constitutes part of this Registration Statement is
a combined prospectus and also relates to ordinary shares of the Registrant
previously registered on Form S-3, Registration No. 333-65659, Form S-3,
Registration No. 333-77515, Form S-3, Registration No. 333-87601, Form S-3,
Registration No. 333-94941, and Form S-3, Registration No. 333-41646. This
Registration Statement also constitutes Post-Effective Amendment No. 6 to
Registration Statement No. 333-65659, Post-Effective Amendment No. 4 to
Registration Statement No. 333-77515, Post-Effective Amendment No. 3 to
Registration Statement No. 333-87601, Post-Effective Amendment No. 2 to
Registration Statement No. 333-94941, and Post-Effective Amendment No. 1 to
Registration Statement No. 333-41646. Such Post-Effective Amendments shall
become effective concurrently with the effectiveness of this Registration
Statement in accordance with Section 8(c) of the Securities Act of 1933, as
amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 3
PROSPECTUS
FLEXTRONICS INTERNATIONAL LTD.
Up To 16,644,051 Ordinary Shares
---------------
The 16,644,051 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, 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. 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 September 19, 2000, the closing sale price of the ordinary
shares was $83 7/8 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 __________, 2000.
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TABLE OF CONTENTS
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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.................................................................................... 14
Legal Matters........................................................................................... 15
Experts................................................................................................. 15
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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 June 13,
2000, June 19, 2000, June 22, 2000, June 27, 2000, September 15,
2000, September 19, 2000 and September 19, 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) 576-7296
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
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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 Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act. When used in this prospectus, the words "anticipate," "believe,"
"estimate," "will," "may," "intend" and "expect" and similar expressions
generally identify forward-looking statements. Although we believe that our
plans, intentions and expectations reflected in the forward-looking statements
are reasonable, we cannot be sure that they will be achieved. Actual results,
performance or achievements could differ materially from those contemplated by
the forward-looking statements contained in this prospectus. Important factors
that could cause actual results to differ materially from our forward-looking
statements are set forth in this prospectus, including under the heading "Risk
Factors." These factors are not intended to represent a complete list of the
general or specific factors that may affect us. It should be recognized that
other factors, including general economic factors and business strategies, may
be significant, presently or in the future, and the factors set forth in this
prospectus may affect us to a greater extent than indicated. All forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the cautionary statements set forth in this
prospectus. Except as required by law, we undertake no obligation to update any
forward-looking statement, whether as a result of new information, future events
or otherwise.
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 executive
offices in the United States are located at 2090 Fortune Drive, San Jose,
California 95131. Our telephone number is (408) 576-5000.
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 Ltd. 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.
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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;
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- 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.
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
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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 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;
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- 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, 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
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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 202,053,810 outstanding ordinary shares as of September 15, 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) 3,341,340 1.7 1,089,000
Seppo Parhankangas(2) 2,379,284 1.2 2,379,284
KC Enclosures, LLC(3) 1,947,467 * 1,947,467
Moore Global Investments, Inc.(4) 888,466 * 888,466
Dennis and Diane Kottke(5) 884,566 * 884,566
Paribas Principal Incorporated 616,148 * 616,148
Frank J. Dotzler as Trustee of the Declaration of Trust of Frank J.
Dotzler dated August 8, 1991, as amended(6) 579,662 * 579,662
Ron Arder, Jr.(7) 559,598 * 559,598
Neil Chan(8) 528,824 * 528,824
Jeffrey S. Dickson 427,340 * 427,340
James Sacherman(9) 406,915 * 406,915
John Toor(10) 309,046 * 309,046
Randy S. Randall(11) 287,191 * 287,191
Creation SA(12) 274,120 * 274,120
Star Life Insurance Company (Cayman) #CI00259 252,856 * 252,856
Mats Carlsson 235,364 * 235,364
</TABLE>
10
<PAGE> 13
<TABLE>
<S> <C> <C> <C>
Parker Chapin LLP as Escrow Agent (13) 231,651 * 231,651
Paribas North America 229,938 * 229,938
Malcolm Smith (14) 228,572 * 228,572
Sten Carlsson 209,737 * 209,737
Star Life Insurance Company (Cayman) #CI00258 196,788 * 196,788
Remington Investment Strategies, L.P. 195,031 * 195,031
Finn O'Sullivan (15) 191,785 * 191,785
Frances Randall 191,460 * 191,460
James Chan (16) 150,000 * 150,000
DET International Holding Ltd. 149,268 * 149,268
Pan Tang Wang 125,988 * 125,988
Barefoot Investment, LLC 121,243 * 121,243
McLamb Investment, LLC 121,243 * 121,243
Spitfire Capital Partners, LP 115,833 * 115,833
Bruce Fleisher 111,765 * 111,765
Delta Electronics Thailand 110,034 * 110,034
Chiu-Hsia Chan Wu 100,000 * 100,000
Skandinaviska Enskilda Banken AB 76,643 * 76,643
WK Technology Fund IV 72,837 * 72,837
Ann O'Sullivan 66,008 * 66,008
Tsai-Jung Chan 65,619 * 65,619
Tsai-Hsun Chan 65,619 * 65,619
BHC Interim Funding, L.P. 65,596 * 65,596
Michael K. Hennessy 64,503 * 64,503
Andreas Carlsson 60,148 * 60,148
Daniel Carlsson 60,148 * 60,148
William E. Myers, Jr. 59,963 * 59,963
Tzu Min Tong 58,742 * 58,742
Susan Albright 57,705 * 57,705
Thomas Albright 57,240 * 57,240
WK Global Fund Limited 57,088 * 57,088
R. Scott Enochs, Co-Trustee of the R. Scott Enochs Revocable Living
Trust dated 11/17/98 53,176 * 53,176
Lightning Metal Specialties, Incorporated 51,143 51,143
Gerard Tyrell (17) 50,287 * 50,287
William J. Kidd 48,527 * 48,527
Chin Chin Lin 41,245 * 41,245
Benaroya Capital Company, LLC 39,038 * 39,038
Patrick J. Hennessy 36,077 * 36,077
Jean-Christophe Pietri 35,566 * 35,566
Dale Albright 32,066 * 32,066
Ming Tarng Yu 31,497 * 31,497
Li Hua Chan 31,497 * 31,497
Barbara H. Ritchey 30,611 * 30,611
WK Technology Fund III 29,528 * 29,528
Start Fund of Kera Oy 28,209 * 28,209
Mastek Trading AB 28,031 * 28,031
Fu Hsiun Lien 26,903 * 26,903
Chang Lien Tseng 26,497 * 26,497
Seymour Fleisher 25,144 * 25,144
Henrik Carlsson 23,667 * 23,667
</TABLE>
11
<PAGE> 14
<TABLE>
<S> <C> <C> <C>
Gustaf Carlsson 23,667 * 23,667
Johan Carlsson 23,667 * 23,667
Karin Carlsson 23,667 * 23,667
Takaotec Corp 22,407 * 22,407
Jon Lauck 20,501 * 20,501
Bo Sjunnesson (18) 20,000 * 20,000
WK Technology Fund 19,685 * 19,685
David W.M. Harvey 19,626 * 19,626
WK Technology Fund II 17,717 * 17,717
Erik Lekacz 16,819 * 16,819
Emmet Brady 15,086 * 15,086
Donato Clemente 14,705 * 14,705
Gerard DeBiasi 14,676 * 14,676
James Brum 14,142 * 14,142
Fluke Capital Management, LP 13,696 * 13,696
Po Jen Huang 13,622 * 13,622
E.C. Sykes 13,090 * 13,090
Neven Rudman 12,838 * 12,838
William Fitch 11,674 * 11,674
Jonelle Dickson Irrevocable Investment Trust 11,063 * 11,063
Jeffrey S. Dickson Irrevocable Investment Trust 11,063 * 11,063
Jodi L. Dickson Irrevocable Investment Trust 11,063 * 11,063
Brian E. Sanderson 11,002 * 11,002
Chien-Chih Fang 10,938 * 10,938
Bruce Cox 10,773 * 10,773
Tim Perry 10,773 * 10,773
Mei-Ling Tai 10,748 * 10,748
Michael Whelton 10,307 * 10,307
Rich Fortune Co. 9,842 * 9,842
Van Holley 8,976 * 8,976
Lyndon Frame 8,976 8,976
Bluegumm, LLC 8,778 * 8,778
Shih Liang Lin 7,874 * 7,874
Byron S. Delman, as Trustee of the Evelyn Trust u/a/d December 31,
1990 7,863 * 7,863
Hsin Yi Wang 7,476 * 7,476
Kirlan I, LP 6,830 * 6,830
Kuen Yi Wu 6,561 * 6,561
Michael Jensen 6,559 * 6,559
Daniel Hesse 6,559 * 6,559
B. William Bonnivier 6,148 * 6,148
Timothy P. Block 5,920 * 5,920
Dean Albright 5,760 * 5,760
Meng-Chuan Huang 5,714 * 5,714
Shen-Lung Huang 5,714 * 5,714
Larry Hotaling 5,466 * 5,466
Jeffrey Huckabone 5,160 * 5,160
Lee McLamb 5,125 * 5,125
Wayne Barefoot 5,125 * 5,125
Margaret Metcalfe 4,773 * 4,773
Michael S. Lassiter 4,044 * 4,044
</TABLE>
12
<PAGE> 15
<TABLE>
<S> <C> <C> <C>
M. Warren Williams 4,044 * 4,044
John Toor, Trustee of the Sacherman Family Trust dated 12/20/96 3,934 * 3,934
Shannon Smith, Trustee of the Smith Family Trust dated 12/25/96 3,934 * 3,934
Gregory C. Creech 3,826 * 3,826
Wallace Hsu 3,444 * 3,444
Brian P. Kaneko 3,323 * 3,323
John Vinci 3,126 * 3,126
William Clapp 2,623 * 2,623
Ken Wilemon 2,550 * 2,550
Chris Goddard 2,186 * 2,186
Sandra Jo Lioacono Irrevocable Investment Trust 2,186 * 2,186
Joseph David Lioacono Irrevocable Investment Trust 2,186 * 2,186
Donald Albright 2,160 * 2,160
BT Alex Brown - Cust. FBO Edward B. Kibble - IRA 2,059 * 2,059
Prentice Investment INN Limited Partnership 2,059 * 2,059
Juha Kuusama 2,000 * 2,000
Bryon S. Delman, as Trustee of the Lorraine Trust established under
the Arder Daughters' Trusts dated December 31, 1990 1,965 * 1,965
Byron S. Delman, as Trustee of the Terri Trust established under the
Arder Daughters' Trusts dated December 31, 1990 1,965 * 1,965
Byron S. Delman, as Trustee of the Carolyn Trust established under
the Arder Daughters' Trusts dated December 31, 1990 1,965 * 1,965
Byron S. Delman, as Trustee of the Diane Trust established under the
Arder Daughters' Trusts dated December 31, 1990 1,965 * 1,965
James Sacherman, Trustee of the Toor Family Trust dated 8/20/97 1,499 * 1,499
Victor Chung 1,478 * 1,478
Tommi Rasila 1,403 * 1,403
John Sichter 1,275 * 1,275
Ron F. Barauskas 1,093 * 1,093
Candy Lin 984 * 984
Amilcare Berti (19) 880 * 880
Ronald W. Arder Sr., as Trustee of the Ronald W. Arder Revocable
Trust dated April 19, 1988, as Restated September 23, 1991 838 * 838
Hans Dotzler 838 838
Arlen I. Prentice 787 * 787
Edward B. Kibble 682 * 682
Hamid Arjomand 574 * 574
Stephen J. Pratt 441 * 441
Christy Balzer 393 * 393
Peter Abrams 328 * 328
Rich Blanton 49 * 49
</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
2,257,600 shares held by Great Empire Limited, an entity affiliated with
Mr. Hui.
13
<PAGE> 16
(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.
(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., 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.
(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) 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.
(10) 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.
(11) 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.
(12) Creation SA was a significant shareholder of San Marco Engineering prior
to its acquisition by Flextronics. Does not include 880 shares held by
Amilcare Berti.
(13) 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.
(14) 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.
(15) Finn O'Sullivan is a director of a subsidiary of Flextronics and was a
director and shareholder of IEC Holdings prior to its acquisition by
Flextronics.
(16) James Chan is an officer of a subsidiary of Flextronics and was a
shareholder of Palo Alto Products International until its acquisition by
Flextronics.
(17) Gerard Tyrell was a director and shareholder of IEC Holdings prior to
its acquisition by Flextronics.
(18) 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.
(19) 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.
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
14
<PAGE> 17
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
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.
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 promulgated thereunder. 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 Reports (Form 8-K)
filed with the SEC on September 19, 2000 have been audited by Arthur Andersen
15
<PAGE> 18
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.
16
<PAGE> 19
-----------------------------------
PROSPECTUS
-----------------------------------
__________, 2000
<PAGE> 20
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The following table sets forth an itemized statement of all estimated
expenses in connection with the issuance and distribution of the securities
being registered:
<TABLE>
<S> <C>
SEC registration fee................................. $196,430.36
Printing and engraving expenses...................... $7,500.00
Legal expenses....................................... $20,000
Blue sky expenses.................................... $5,000
Accounting fees and expenses......................... $15,000
Miscellaneous........................................ $2,069.64
-----------
Total............................................ $246,000.00
</TABLE>
ITEM 15. Indemnification of Directors and Officers.
Article 155 of the Flextronics articles provides that, subject to the
Singapore Companies Act, every director or other officer shall be entitled to be
indemnified by Flextronics against all liabilities incurred by him in the
execution and discharge of his duties or in relation thereto, including any
liability in defending any proceedings, civil or criminal, which relate to
anything done or omitted or alleged to have been done or omitted by him as an
officer or employee of Flextronics and in which judgment is given in his favor,
or the proceedings otherwise disposed of without finding or admission of any
material breach of duty; in which he is acquitted; or in connection with any
application under any statute for relief from liability for any act or omission
in which relief is granted to him by the court.
In addition, no director or other officer shall be liable for the acts,
receipts, neglects or defaults of any other director or officer, joining in any
receipt or other act for conformity, or for any loss or expense happening to
Flextronics, through the insufficiency or deficiency of title to any property
acquired by order of the directors for Flextronics or for the insufficiency or
deficiency of any security upon which any of the moneys of Flextronics are
invested or for any loss or damage arising from the bankruptcy, insolvency or
tortious act of any person with whom any moneys, securities or effects are
deposited, or any other loss or misfortune which happens in the execution of his
duties, unless the same happens through his own negligence, willful default,
breach of duty or breach of trust.
Section 172 of the Companies Act prohibits a company from indemnifying
its directors or officers against liability which by law would otherwise attach
to them for any negligence, default, breach of duty or breach of trust of which
they may be guilty relating to the company. However, a company is not prohibited
from (a) purchasing and maintaining for any such officer insurance against any
such liability except where the liability arises out of conduct involving
dishonesty or a willful breach of duty, or (b) indemnifying such officer against
any liability incurred by him in defending any proceedings, whether civil or
criminal, in which judgment is given in his favor or in which he is acquitted,
or in connection with any application in relation to liability in which relief
is granted to him by the court.
Flextronics has entered into indemnification agreements with its
officers and directors. These indemnification agreements provide Flextronics'
officers and directors with indemnification to the maximum extent permitted by
the Companies Act. Flextronics has also obtained a policy of directors' and
officers' liability insurance that will insure directors and officers against
the cost of defense, settlement or payment of a judgment under certain
circumstances which are permitted under the Companies Act.
II-1
<PAGE> 21
ITEM 16. Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
<S> <C>
2.1 Exchange Agreement dated October 19, 1997 by and among the
Registrant, Neutronics Electronic Industries Holding A.G. and the
named shareholders of Neutronics Electronic Industries Holding
A.G. Certain schedules have been omitted. The Registrant agrees
to furnish supplementally a copy of any omitted schedule to the
Commission upon request. (Incorporated by reference to Exhibit 2
of the Registrant's Current Report on Form 8-K for event reported
on October 30, 1997.)
2.2 Exchange Agreement dated as of June 11, 1999 among the
Registrant, Flextronics Holding Finland Oyj, Kyrel EMS Oyj, and
Seppo Parhankangas. Certain schedules have been omitted. The
Registrant agrees to furnish supplementally a copy of any omitted
schedule to the Commission upon request. (Incorporated by
reference to Exhibit 2.3 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31, 1999.)
2.3 Agreement And Plan of Reorganization among Flextronics
International Ltd., Chatham Acquisition Corporation, and Chatham
Technologies, Inc. dated July 31, 2000. Certain schedules have
been omitted. The Registrant agrees to furnish supplementally a
copy of any omitted schedule to the Commission upon request.
(Incorporated by reference to Exhibit 2.1 of the Registrant's
Current Report on Form 8-K filed with the SEC on September 15,
2000.)
2.4 Agreement and Plan of Reorganization dated August 31, 2000 among
Flextronics, Lightning Metal Acquisition Corp., Coating
Acquisition Corp., Lightning Tool Acquisition Corp., 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, and shareholders and members of such companies.
Certain schedules have been omitted. The Registrant agrees to
furnish supplementally a copy of any omitted schedule to the
Commission upon request.
4.1 Memorandum of Association of the Registrant. (Incorporated by
reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1, No. 33-74622.)
4.2 Articles of Association of the Registrant. (Incorporated by
reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4, No. 33-85842.)
4.3 Indenture dated as of October 15, 1997 between the Registrant and
State Street Bank and Trust Company of California, N.A., as
trustee. (Incorporated by reference to Exhibit 10.1 of the
Registrant's Current Report on Form 8-K for event reported on
October 15, 1997.)
4.4 U.S. Dollar Indenture dated as of June 29, 2000 between
Registrant and Chase Manhattan Bank and Trust Company, N.A., as
trustee. (Incorporated by reference to Exhibit 4.1 of the
Registrant's Annual Report on Form 10-K for fiscal year ended
March 31, 2000.)
</TABLE>
II-2
<PAGE> 22
<TABLE>
<S> <C>
4.5 Euro Indenture dated as of June 29, 2000 between Registrant and
Chase Manhattan Bank and Trust Company, N.A., as trustee.
(Incorporated by reference to Exhibit 4.2 of the Registrant's
Annual Report on Form 10-K for fiscal year ended March 31, 2000.)
5.1 Opinion of Allen & Gledhill with respect to the ordinary shares
being registered.
5.2 Opinion of Allen & Gledhill with respect to the ordinary shares
being registered.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.4 Consent of Allen & Gledhill (included in Exhibit 5.1).
23.5 Consent of Allen & Gledhill (included in Exhibit 5.2).
24.1 Power of Attorney (included in the signature page of this
Registration Statement).
</TABLE>
ITEM 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) to
include any Prospectus required by Section 10(a)(3) of the
Securities Act; (ii) to reflect in the Prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to
such information in the Registration Statement; provided, however,
that (i) and (ii) do not apply if the Registration Statement is on
Form S-3 or Form S-8, and the information required to be included
in a post-effective amendment by (i) and (ii) is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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<PAGE> 23
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered in the registration statement, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering of those
securities.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on the 19th day of
September, 2000.
FLEXTRONICS INTERNATIONAL LTD.
By: /s/ Michael E. Marks
------------------------------------
Michael E. Marks
Chairman of the Board,
Chief Executive Officer and
Authorized U.S. Representative
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Michael E. Marks
and Robert R.B. Dykes and each one of them, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any and all
amendments to this registration statement (including any and all amendments,
including post-effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Michael E. Marks Chairman of the Board, and Chief Executive September 19, 2000
----------------------------------- Officer (principal executive officer)
Michael E. Marks
/s/ Tsui Sung Lam Director September 19, 2000
-----------------------------------
Tsui Sung Lam
/s/ Robert R.B. Dykes President, Systems Group and Chief September 19, 2000
----------------------------------- Financial Officer (principal financial
Robert R.B. Dykes officer)
/s/ Thomas J. Smach Vice President, Finance (principal September 19, 2000
----------------------------------- accounting officer)
Thomas J. Smach
/s/ Michael J. Moritz Director September 19, 2000
-----------------------------------
Michael J. Moritz
/s/ Richard L. Sharp Director September 19, 2000
-----------------------------------
Richard L. Sharp
/s/ Patrick Foley Director September 19, 2000
-----------------------------------
Patrick Foley
/s/ Chuen Fah Alain Ahkong Director September 19, 2000
-----------------------------------
Chuen Fah Alain Ahkong
/s/ Hui Shing Leong Director September 19, 2000
-----------------------------------
Hui Shing Leong
</TABLE>
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<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
<S> <C>
2.1 Exchange Agreement dated October 19, 1997 by and among the
Registrant, Neutronics Electronic Industries Holding A.G. and the
named shareholders of Neutronics Electronic Industries Holding
A.G. Certain schedules have been omitted. The Registrant agrees
to furnish supplementally a copy of any omitted schedule to the
Commission upon request. (Incorporated by reference to Exhibit 2
of the Registrant's Current Report on Form 8-K for event reported
on October 30, 1997.)
2.2 Exchange Agreement dated as of June 11, 1999 among the
Registrant, Flextronics Holding Finland Oyj, Kyrel EMS Oyj, and
Seppo Parhankangas. Certain schedules have been omitted. The
Registrant agrees to furnish supplementally a copy of any omitted
schedule to the Commission upon request. (Incorporated by
reference to Exhibit 2.3 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31, 1999.)
2.3 Agreement And Plan of Reorganization among Flextronics
International Ltd., Chatham Acquisition Corporation, and Chatham
Technologies, Inc. dated July 31, 2000. Certain schedules have
been omitted. The Registrant agrees to furnish supplementally a
copy of any omitted schedule to the Commission upon request.
(Incorporated by reference to Exhibit 2.1 of the Registrant's
Current Report on Form 8-K filed with the SEC on September 15,
2000.)
2.4 Agreement and Plan of Reorganization dated August 31, 2000 among
Flextronics, Lightning Metal Acquisition Corp., Coating
Acquisition Corp., Lightning Tool Acquisition Corp., 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, and shareholders and members of such companies.
Certain schedules have been omitted. The Registrant agrees to
furnish supplementally a copy of any omitted schedule to the
Commission upon request.
4.1 Memorandum of Association of the Registrant. (Incorporated by
reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1, No. 33-74622.)
4.2 Articles of Association of the Registrant. (Incorporated by
reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4, No. 33-85842.)
4.3 Indenture dated as of October 15, 1997 between the Registrant and
State Street Bank and Trust Company of California, N.A., as
trustee. (Incorporated by reference to Exhibit 10.1 of the
Registrant's Current Report on Form 8-K for event reported on
October 15, 1997.)
4.4 U.S. Dollar Indenture dated as of June 29, 2000 between
Registrant and Chase Manhattan Bank and Trust Company, N.A., as
trustee. (Incorporated by reference to Exhibit 4.1 of the
Registrant's Annual Report on Form 10-K for fiscal year ended
March 31, 2000.)
4.5 Euro Indenture dated as of June 29, 2000 between Registrant and
Chase Manhattan Bank and Trust Company, N.A., as trustee.
(Incorporated by reference to Exhibit 4.2 of the Registrant's
Annual Report on Form 10-K for fiscal year ended March 31, 2000.)
5.1 Opinion of Allen & Gledhill with respect to the ordinary shares
being registered.
</TABLE>
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<PAGE> 26
<TABLE>
<S> <C>
5.2 Opinion of Allen & Gledhill with respect to the ordinary shares
being registered.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.4 Consent of Allen & Gledhill (included in Exhibit 5.1).
23.5 Consent of Allen & Gledhill (included in Exhibit 5.2).
24.1 Power of Attorney (included in the signature page of this
Registration Statement).
</TABLE>
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