SANMINA CORP/DE
10-Q, 1996-08-07
PRINTED CIRCUIT BOARDS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------
                                    FORM 10-Q

                                   (Mark One)

          [X] Quarterly Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                  For the quarterly period ended June 29, 1996

                                       or

          [ ] Transition Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

           For the transition period from ____________ to ___________

                         Commission File Number: 0-21272

                               Sanmina Corporation
             (Exact name of registrant as specified in its charter)


                DELAWARE                                        77-0228183
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                       Identification Number)

   355 EAST TRIMBLE ROAD, SAN JOSE, CA                             95131
(Address of principal executive offices)                        (Zip Code)

                                  408/435-8444
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No

         Number of shares outstanding of the issuer's common stock, $0.01 par
value, as of July 26, 1996: 16,787,683.

                                       1
<PAGE>   2
                               SANMINA CORPORATION


                                      INDEX



PART I.  FINANCIAL INFORMATION

Item 1.     Interim Financial Statements


            Condensed Consolidated Statements of Operations                    3

            Condensed Consolidated Balance Sheets                              4

            Condensed Consolidated Statements of Cash Flows                    5

            Notes to Interim Condensed Consolidated Financial Statements  6 -  7

Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations                 8 - 10




PART II.  OTHER INFORMATION

Item 1.     Legal Proceedings                                                 11

Item 6.     Exhibits and Reports on Form 8-K                             12 - 14

            Signatures                                                        15


                                        2
<PAGE>   3
                               SANMINA CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                       IN THOUSANDS, EXCEPT PER SHARE DATA
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                  Three Months Ended         Nine Months Ended
                                                ----------------------     ---------------------

                                                June 29,       July 1,     June 29,     July 1,
                                                  1996          1995         1996         1995
                                                ----------------------     ---------------------
<S>                                             <C>           <C>          <C>          <C>     
Net sales                                       $ 71,182      $ 44,589     $186,574     $118,681
Cost of sales                                     54,158        34,298      141,744       91,358
                                                ----------------------     ---------------------

  Gross profit                                    17,024        10,291       44,830       27,323
                                                ----------------------     ---------------------

Operating expenses
  Selling, general and administrative              4,462         3,090       11,838        8,527
  Amortization of goodwill                           501            49        1,221           49
                                                ----------------------     ---------------------

  Total operating expenses                         4,963         3,139       13,059        8,576
                                                ----------------------     ---------------------

Income from operations                            12,061         7,152       31,771       18,747

Interest income (expense), net                       (46)          304           71          719
                                                ----------------------     ---------------------

Income before provision for income taxes          12,015         7,456       31,842       19,466

Provision for income taxes                         4,563         2,908       12,098        7,712
                                                ----------------------     ---------------------

NET INCOME                                      $  7,452      $  4,548     $ 19,744     $ 11,754
                                                ======================     =====================


Earnings per share:
  Primary                                       $   0.42      $   0.27     $   1.13     $   0.70
  Fully Diluted                                 $   0.40      $   0.27     $   1.07     $   0.70

Shares used in computing per share amounts:
  Primary                                         17,730        16,906       17,472       16,710
  Fully Diluted                                   20,790        16,949       20,584       16,756
</TABLE>


See accompanying notes                 3
<PAGE>   4
                               SANMINA CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                  IN THOUSANDS


<TABLE>
<CAPTION>
                                             June 29,   September 30,
                                              1996           1995
                                           -----------  -------------
ASSETS                                     (UNAUDITED)
<S>                                        <C>            <C>      
Current assets:
        Cash and cash equivalents          $  37,617      $ 107,290
        Short-term investments                71,157          6,817
        Accounts receivable, net              32,222         23,847
        Inventories                           34,888         19,477
        Deferred income taxes                  4,400          4,400
        Prepaid expenses and other               598            692
                                           ---------      ---------

        Total current assets                 180,882        162,523

Property, plant and equipment, net            33,098         18,799
Deposits and other                            11,052          6,784
                                           ---------      ---------

                                           $ 225,032      $ 188,106
                                           =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
        Accounts payable                   $  27,501      $  21,921
        Accrued liabilities                   13,469          7,968
        Income taxes payable                   4,536          3,730
                                           ---------      ---------

        Total current liabilities             45,506         33,619
                                           ---------      ---------

Long-term liabilities:
        Convertible subordinated notes        86,250         86,250
        Other liabilities                        598          1,056
                                           ---------      ---------

        Total long-term liabilities           86,848         87,306
                                           ---------      ---------

Stockholders' equity:
        Common stock                             168             82
        Additional paid-in capital            58,914         53,217
        Unrealized loss on investments           (30)          --
        Retained earnings                     33,626         13,882
                                           ---------      ---------

        Total stockholders' equity            92,678         67,181
                                           ---------      ---------

                                           $ 225,032      $ 188,106
                                           =========      =========
</TABLE>


See accompanying notes                 4
<PAGE>   5
                               SANMINA CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  IN THOUSANDS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                             Nine Months Ended                                      
                                                                          ------------------------
                                                                          June 29,        July 1,                   
                                                                             1996          1995
                                                                          ---------      ---------
<S>                                                                       <C>            <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income                                                        $  19,744      $  11,754
        Adjustments to reconcile net income
         to cash provided by operating activities:
            Depreciation and amortization                                     5,778          3,063
            Loss on disposal of assets                                           25           --
            Changes in operating assets and liabilities, net of
              acquisitions:
                Accounts receivable                                          (4,572)        (1,778)
                Inventories                                                 (11,734)        (1,735)
                Prepaid expenses, deposits and other                            458            181
                Accounts payable and accrued liabilities                      4,894          6,027
                Income tax accounts                                           3,715          1,293
                                                                          ---------      ---------
                        Cash provided by operating activities                18,308         18,805
                                                                          ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Proceeds from maturities (purchases) of short-term investments       (64,370)         4,371
       Purchases of property and equipment                                  (18,211)        (5,354)
       Purchase of certain assets of  Comptronix San Jose division,
              net of liabilities assumed                                       --           (6,241)
       Purchase of Assembly Solutions, Inc. net of cash acquired               --           (2,820)
       Purchase of Golden Eagle Systems, Inc. net of cash acquired           (5,287)          --
       Proceeds from sale of equipment and leasehold improvements              --              565
                                                                          ---------      ---------
                        Cash used for investing activities                  (87,868)        (9,479)
                                                                          ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Payment on line of credit                                             (1,529)          --
       Repayment of long-term obligations                                      (367)        (2,328)
       Proceeds from sale of common stock                                     1,783          1,174
                                                                          ---------      ---------
                        Cash used for financing activities                     (113)        (1,154)
                                                                          ---------      ---------
Increase (decrease) in cash and cash equivalents                            (69,673)         8,172
Cash and cash equivalents at beginning of period                            107,290         14,680
                                                                          ---------      ---------
Cash and cash equivalents at end of period                                $  37,617      $  22,852
                                                                          =========      =========
</TABLE>

See accompanying notes                 5
<PAGE>   6
                               SANMINA CORPORATION

          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1 - Basis of Presentation

         The accompanying condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to those rules or
regulations. The interim financial statements are unaudited, but reflect all
adjustments which are, in the opinion of management, necessary for a fair
presentation.

         The results of operations for the three or nine months ended June 29,
1996 are not necessarily indicative of the results that may be expected for the
entire year ending September 30, 1996.

         These condensed consolidated financial statements should be read in
conjunction with the financial statements and notes thereto for the year ended
September 30, 1995 included in the Company's Annual Report to Shareholders.

Note 2 - Principles of Consolidation

         The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary in Texas (see Note 6). All intercompany
accounts and transactions have been eliminated.

Note 3 - Inventories

         The components of inventories are as follows (in thousands):

<TABLE>
<CAPTION>
                                                June 29,      September 30,
                                                  1996            1995
                                                  ----            ----

<S>                                             <C>             <C>    
         Raw materials                          $15,111         $ 7,692
         Work-in-process                         11,416           8,206
         Finished goods                           8,361           3,579
                                                -------         -------
                                                $34,888         $19,477
                                                =======         =======
</TABLE>

Note 4 - Earnings per Share

         Primary earnings per share is computed using the weighted average
number of shares of common and dilutive common stock equivalent shares from
stock options (using the treasury stock method). Fully diluted earnings per
share includes the dilutive effect from the assumed conversion of the Company's
outstanding convertible subordinated notes.

Note 5 - Stock Split

         In March 1996, the Company effected a two-for-one stock split payable
in the form of a dividend. Accordingly, all share and per share data have been
adjusted to retroactively reflect the stock split.

Note 6 - Acquisition

         On January 2, 1996, the Company acquired all of the outstanding stock
of Golden Eagle Systems, Inc. ("GES"), a manufacturer of custom electronic wire
harnesses and cable assemblies, located in Carrollton, Texas. The total purchase
price of the acquisition was approximately $10.1 million (including costs
associated with the transaction), which included a cash payment of $6.1 million
and the issuance of


                                       6
<PAGE>   7
153,290 shares (post-split) of the Company's common stock. The Company may also
be required to pay management bonuses of up to $4 million, based upon the
earnings of GES during the two-year period of January 1, 1996 through December
31, 1997. The acquisition has been accounted for using the purchase method of
accounting, and accordingly, the results of operations of GES since January 2,
1996 have been included in the accompanying condensed consolidated statements of
operations. The excess of purchase price over the estimated fair value of the
net acquired assets of approximately $5.7 million has been recorded as goodwill
to be amortized on a straight line basis over five years. Goodwill is included
in deposits and other in the accompanying balance sheets. Comparative pro forma
information has not been presented as the results of operations for GES are not
material to the Company's financial statements.

Note 7 - 1996 Supplemental Stock Plan

         In March 1996, the Company's board of directors approved a 1996
Supplemental Stock Option Plan (the "Supplemental Plan") and reserved 250,000
shares for issuance there under. The Supplemental Plan permits only the grant of
nonstatutory options and provides that options must have an exercise price at
least equal to the fair market value of the Company's Common Stock on the date
of grant. Options under the Supplemental Plan may be granted to employees and
consultants, except that executive officers and directors may not be granted
options under the Supplemental Plan.


                                        7
<PAGE>   8
                               SANMINA CORPORATION


Item 2.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


GENERAL

         Sanmina Corporation ("Sanmina" or "the Company") was incorporated in
Delaware in 1989 and is a leading independent provider of a full spectrum of
customized integrated electronics manufacturing services to a diversified base
of leading original equipment manufacturers ("OEMs") in the electronics
industry. Services include the manufacture of complex printed circuit board
assemblies using surface mount ("SMT") and pin-through hole ("PTH")
interconnection technologies, the manufacture of custom-designed backplane
assemblies and subassemblies, the manufacture of complex, multi-layered printed
circuit boards, the manufacture of custom cable and wire harness assemblies, and
the testing and the assembly of electronic sub-systems and systems. The Company
provides additional turnkey manufacturing services that include procurement and
materials management, as well as consultation on board design and manufacturing.

         The Company declared a two-for-one stock split payable in the form of a
stock dividend to stockholders of record on February 12, 1996. The stock
dividend was paid to holders on March 11, 1996.

         Sanmina's operating results are affected by a number of factors,
including the mix of orders, the volume of orders as it relates to the Company's
capacity, efficiencies achieved by the Company in managing operations, the
timing of orders from major customers and price competition. Historically, the
Company's business consisted primarily of printed circuit board fabrication and,
to a lesser extent, backplane assemblies. In recognition of the higher level of
manufacturing services increasingly required by OEMs in the electronics
industry, in 1991 the Company began to transition its business from being
primarily a supplier of printed circuit boards, to manufacturing more complex,
higher value-added backplane assemblies and subassemblies. With the addition of
SMT and PTH assembly and system assembly services in fiscal 1994, the Company
further strengthened its assembly services and continued to increase its total
value-added assembly revenue.

         In fiscal 1995, the Company continued to strengthen its assembly
services with the acquisition of a state-of-the-art SMT and PTH electronics
manufacturing services facility in San Jose, California and the acquisition of
Assembly Solutions, Inc. ("ASI"), a regional electronic manufacturing services
company located in Manchester, New Hampshire. These acquisitions provided the
Company with the capability to offer turnkey electronic manufacturing services
on the West Coast, in Texas and on the East Coast.

         In January 1996, Sanmina completed the acquisition of Golden Eagle
Systems, Inc. ("GES"). As a manufacturer of custom designed electronic wire
harnesses and cable assemblies, GES further strengthens Sanmina's service
offering by allowing the Company to provide a greater portion of the value of
the subsystems and systems the Company manufactures for its customers.

         The Company believes that its future sales growth will depend upon
increased demand from existing customers for their current and future
generations of products, further geographic expansion of Sanmina's operations to
accommodate customer manufacturing requirements and successful marketing to new
customers. The Company has no firm long-term volume commitments from its
customers and over the last few years has experienced reduced lead-time in
customer orders. In addition, customer orders can be canceled and volume levels
can be changed or delayed. The timely replacement of canceled, delayed or
reduced orders with new business cannot be assured. There can be no assurance
that any of the Company's current customers will continue to use the Company's
manufacturing services. The loss of one


                                        8
<PAGE>   9
or more of the Company's principal customers, or reductions in sales to any of
such customers, could have an adverse impact on the Company's results of
operations.

         The electronics industry is subject to rapid technological change,
product obsolescence and price competition and is also affected by changes in
general economic conditions. The factors affecting the electronics industry in
general, or the industry sectors or major customers served by the Company in
particular, could have a material adverse effect on the Company's results of
operations.

         This report contains forward-looking statements within the meaning of
Section 72A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Company's future results from operations could vary
significantly as a result of the factors described herein.

RESULTS OF OPERATIONS

         The following table sets forth, for the three and nine months ended
June 29, 1996 and July 1, 1995, certain items as a percentage of net sales. The
table and the discussion below should be read in connection with the condensed
consolidated financial statements and the notes thereto which appear elsewhere
in this report.

<TABLE>
<CAPTION>
                                        Three Months Ended       Nine Months Ended

                                        6/29/96     7/01/95     6/29/96     7/01/95
                                        -------     -------     -------     -------

<S>                                      <C>         <C>         <C>         <C>   
Net sales                                100.0%      100.0%      100.0%      100.0%
Cost of sales                             76.1        76.9        76.0        77.0
  Gross profit                            23.9        23.1        24.0        23.0
Selling, general and administrative        6.3         7.0         6.3         7.2
Amortization                                .7          .1          .7         --
  Operating income                        16.9        16.0        17.0        15.8
Interest income                            --           .7          .1          .6
  Income before income taxes              16.9        16.7        17.1        16.4
Provision for income taxes                 6.4         6.5         6.5         6.5
Net income                                10.5        10.2        10.6         9.9
</TABLE>

         Sales for the third quarter ended June 29, 1996 increased by 60% to
$71.2 million from $44.6 million in the corresponding quarter of the prior year.
Sales for the nine months ended June 29, 1996 increased by 57% to $186.6 million
from $118.7 million in the same period of the prior year. This increase in net
sales is due primarily to increased orders from existing customers, the addition
of new customers and growth in the Company's assembly business. The overall
increase in net sales reflects the continuing trend toward outsourcing within
the electronics industry. Contributing to the increase in sales were revenues
obtained as a result of the GES acquisition in January 1996. For the third
quarter of fiscal 1996, and the nine months ended June 29, 1996, approximately
92% and 91%, respectively, of the Company's net sales represented electronic
assembly business revenue with the remaining portion representing printed
circuit board fabrication revenue.

         Gross margin increased from 23.1% in the third quarter of fiscal 1995
to 23.9% in the third quarter of the current year. Gross margin increased from
23.0% for the first nine months of fiscal 1995 to 24.0% for the first nine
months of the current year. The increase in gross margin for the third quarter
and the first nine months of 1996 is a result of better absorption of fixed
costs due to higher sales and normal changes in product and customer mix. The
Company expects gross margins to continue to fluctuate based on product mix and
customer mix.

         In absolute dollars, operating expenses increased from $3.1 million in
the third quarter of 1995 to $5.0 million in the third quarter of fiscal 1996.
However, as a percentage of sales, operating expenses decreased from 7.1% in the
third quarter of 1995, to 7.0% in the third quarter of the current year. For the
nine months, operating expenses in absolute dollars increased from $8.6 million
in fiscal 1995 to $13.1 million in fiscal 1996 and operating expenses as a
percentage of sales decreased from 7.2% for the first


                                       9
<PAGE>   10
nine months of fiscal 1995 to 7.0% for the first nine months of fiscal 1996. The
majority of the dollar increase in operating expenses was in selling, general
and administrative expenses. This increase was primarily the result of increased
expenditures to support higher sales volume. Contributing to the increase in
operating expenses for fiscal year 1996 is the amortization of goodwill incurred
in the ASI and GES acquisitions. The Company incurred $49,000 in amortization
expense for the third quarter and the first nine months of the prior year,
compared with $501,000 for the third quarter and $1.2 million for the first nine
months of fiscal 1996. The Company anticipates that operating expenses will
increase in absolute dollars during the next few quarters due to projected
additions to the sales force and other administrative expenditures to support
higher sales volume. However, operating expenses as a percentage of sales are
anticipated to remain constant or decrease depending upon sales volume.

         For the third quarter of fiscal 1996 the Company reported net interest
expense of $46,000 compared to net interest income of $304,000 for the
corresponding quarter of last year. For the nine months of fiscal 1996, interest
income decreased to $71,000 from $719,000 for the same period in the prior year.
The decrease in net interest income during the current quarter and for the nine
month period was a result of interest expense on the $86.3 million of
convertible subordinated notes issued by the Company in August 1995, and lower
interest rates on investments in fiscal 1996 compared to the same period last
year.

         The Company's effective tax rates for the third quarter and first nine
months of fiscal 1996 decreased to 38% from 40% for the corresponding periods of
the prior year. This decrease primarily reflects an increase in tax benefits
resulting from certain foreign sales and use of available tax credits.

LIQUIDITY AND CAPITAL RESOURCES

         Cash generated from operations for the nine months ending June 29, 1996
was $18.3 million. In January 1996, the Company completed the acquisition of
GES, for which it paid approximately $5.3 million in cash (net of cash acquired)
and issued 153,290 shares of the Company's common stock. Additionally, the
Company purchased $18.2 million in equipment and leasehold improvements in the
first nine months of fiscal year 1996. Working capital increased to $135.4
million as of June 29, 1996, compared to $128.9 million at September 30, 1995.

         The Company anticipates that its working capital requirements will
increase in order to support the anticipated higher volume of business. The
Company expects to make additional capital expenditures relating to facility and
equipment enhancements in existing facilities. The Company has and will continue
to evaluate potential acquisition opportunities. The Company's future needs for
financial resources include increases in working capital to support anticipated
sales growth and investment in manufacturing and assembly facilities and
equipment. The Company currently has no pending agreements, commitments or
understandings regarding any specific acquisition.

         The Company believes that existing cash resources and cash generated
from operations will be sufficient to satisfy its working capital requirements
through at least the end of the current fiscal year.

                                       10
<PAGE>   11
                               SANMINA CORPORATION


PART II. OTHER INFORMATION

      Item 1: Legal Proceedings

              The Company is not currently a party to any material pending
legal proceedings.


                                       11
<PAGE>   12
      Item 6: Exhibits and Reports on Form 8-K

       a)     Exhibits

    Exhibit
    Number                            Description
    ------                            -----------

    3.2(1)        Restated Certificate of Incorporation of Registrant.

    3.3(1)        Bylaws of Registrant, as amended.

    4.1(1)        Stockholder Agreement dated as of July 13, 1989.

    4.2(1)        Specimen Stock Certificate.

    10.4(1)       Form of Indemnification Agreement.

   10.2(1a)       Amended 1990 Incentive Stock Plan.

   10.3(1)        1993 Employee Stock Purchase Plan.

   10.4(a)(1)     Transfer Agreement dated as of May 12, 1989 between Sanmina
                  Holdings Inc. and Milan Mandaric.

   10.4(b)(1)     Transfer Agreement dated as of May 12, 1989 between Sanmina
                  Holdings Inc. and Jure Sola.

   10.4(c)(1)     Transfer Agreement dated as of May 12, 1989 between Sanmina
                  Holdings Inc. and Richard L. LaPonzina.

   10.5(1)        Acquisition Agreement dated as of May 12, 1989 among Sanmina
                  Holdings Inc. Sanmina Acquisitions Corp., Sanmina Corporation
                  and Management Stockholders.

   10.6(a)(1)     Services Agreement dated as of July 13, 1989 between Sanmina
                  Corporation and Milan Mandaric.

   10.6(b)(1)     Services Agreement dated as of July 13, 1989 between Sanmina
                  Corporation and Jure Sola

   10.9(g)(1)     Security Agreement dated as of July 19, 1989 among Sanmina
                  Holdings Inc., Sanmina Corporation and Chemical Bank.

   10.9(h)(1)     Interest Rate Swap Agreement dated as of August 16, 1989
                  between Chemical Bank and Sanmina Corporation.

   10.9(k)(2)     Amended and Restated Credit Agreement dated as of August 18,
                  1993 among Sanmina Corporation, Chemical Bank and other
                  lenders.

   10.9(1)(2)     Revolving Credit Note, $12,000,000.00, Chemical Bank.

   10.10(1)       Lease for premises at 2109 O'Toole Avenue, Suites A-E, San
                  Jose, California (Portion of Plant I)

   10.11(1)       Lease for premises at 2101 O'Toole Avenue, San Jose,
                  California (Portion of Plant I).

   10.12(1)       Lease for premises at 2539 Scott Boulevard, Santa Clara,
                  California (Plant III).

   10.14(1)       Lease for premises at 2060-2068 Bering Drive, San Jose,
                  California (Plant II).

   10.15(1)       Lease for premises at 4220 Business Center Drive, Fremont,
                  California (Plant V).

   10.16(1)       Lease for premises at McCarthy Boulevard, Milpitas, California
                  (Plant VI).

   10.17(1)       Lease for premises at 2121 O'Toole Avenue, San Jose,
                  California (Corporate Headquarters).

   10.18(a)(1)    Escrow Agreement among Registrant, Milan Mandaric, Jure Sola
                  and Sanwa Bank as Escrow Agent.

   10.19(2)       Lease for premises at 1250 American Parkway, Richardson, Texas
                  (Plant VII).

   10.20(2)       Lease for premises at 6453 Kaiser Drive, Fremont California
                  (Plant VIII).

   10.21(3)       Asset Purchase Agreement dated September 28, 1994 between
                  Registrant and Comptronix Corporation.

   10.22(4)       Lease for premises at 355 Trimble Road, San Jose, California.

   10.23(5)       Stock Purchase Agreement dated May 31, 1995 between
                  Registrant, Assembly Solutions, Inc., and the principal
                  stockholders of Assembly Solutions, Inc.

   10.24(6)       Indenture dated August 15, 1995 between Registrant and Norwest
                  Bank Minnesota, N.A. as Trustee.

   10.25(7)       Agreement and Plan of Reorganization among Registrant, Golden
                  Eagle Systems, Inc. and Sanmina Acquisition Subsidiary, Inc.


                                       12
<PAGE>   13
       b)     Reports on Form 8-K

              None


                                       13
<PAGE>   14
(1)      Incorporated by reference to the like-numbered exhibits previously
         filed with Registrant's Registration Statement on Form S-1, No.
         33-70700 filed with the Securities and Exchange Commission on February
         19, 1993.

(1a)     Incorporated by reference to the like-numbered exhibit previously filed
         with Registrant's Report on Form 10-Q for the period ended December 31,
         1994.

(2)      Incorporated by reference to the like-numbered exhibits previously
         filed with Registrant's Registration Statement on Form S-1, No.
         33-70700 filed with the Securities and Exchange Commission on October
         22, 1993.

(3)      Incorporated by reference to exhibit no. 2 previously filed with
         Registrant's Report on Form 8-K filed with the Securities and Exchange
         Commission on October 28, 1994.

(4)      Incorporated by reference to the like-numbered exhibit previously filed
         with Registrant's Report on Form 10-K filed with Securities and
         Exchange Commission on December 29, 1994.

(5)      Incorporated by reference to the like-numbered exhibit previously filed
         with Registrant's Report on Form 10-Q filed with the SEC on July 31,
         1995.

(6)      Incorporated by reference to the like-numbered exhibit previously filed
         with Registrant's Report on Form 10-K on December 29, 1995.

(7)      Incorporated by reference to the like-numbered exhibit previously filed
         with Registrant's Report on Form 10-Q filed with the SEC on May 9,
         1996.


                                       14
<PAGE>   15
                               SANMINA CORPORATION



                                   SIGNATURES



Pursuant to the Requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                     Sanmina Corporation
                                                     (Registrant)


Date:   August 7, 1996



By:  __________________________                  By: __________________________
     Randy Furr                                      Rick Neely
     President and                                   Vice President and
     Chief Operating Officer                         Chief Financial Officer


                                       15

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               JUN-29-1996
<EXCHANGE-RATE>                                      1
<CASH>                                          37,617
<SECURITIES>                                    71,157
<RECEIVABLES>                                   32,222
<ALLOWANCES>                                     1,251
<INVENTORY>                                     34,888
<CURRENT-ASSETS>                               180,882
<PP&E>                                          55,520
<DEPRECIATION>                                  22,422
<TOTAL-ASSETS>                                 225,032
<CURRENT-LIABILITIES>                           45,506
<BONDS>                                         86,848
                                0
                                          0
<COMMON>                                           168
<OTHER-SE>                                      92,510
<TOTAL-LIABILITY-AND-EQUITY>                   225,032
<SALES>                                        186,574
<TOTAL-REVENUES>                               186,574
<CGS>                                          141,744
<TOTAL-COSTS>                                  141,744
<OTHER-EXPENSES>                                13,059
<LOSS-PROVISION>                                   225
<INTEREST-EXPENSE>                                (71)<F1>
<INCOME-PRETAX>                                 31,842
<INCOME-TAX>                                    12,098
<INCOME-CONTINUING>                             19,744
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    19,744
<EPS-PRIMARY>                                    $1.13
<EPS-DILUTED>                                    $1.07
<FN>
<F1>INTEREST EXPENSE IS NET OF INTEREST INCOME; THE NET AMOUNT IS A INTEREST INCOME
</FN>
        

</TABLE>


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