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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)*
SANMINA CORPORATION
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
80090710
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(CUSIP NUMBER)
ALAN C. MENDELSON, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306-2155
(415) 843-5000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
NOVEMBER 6, 1997
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(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_] .
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
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CUSIP NO. 80090710 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Milan Manderic
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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6 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2 (e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER 1,345,530 shares
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER 0 shares
BENEFICIALLY
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER 1,345,530 shares
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0 shares
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,345,530 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
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14 TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER.
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1. Class of Securities: Common Stock, par value $0.01 per share (the "Common
Stock").
2. Issuer: Sanmina Corporation, a Delaware corporation (the "Issuer").
3. Principal Address: 355 East Trimble Road, San Jose, Ca 95131.
ITEM 2. IDENTITY AND BACKGROUND.
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(a) Reporting Person: Milan Mandaric (the "Reporting Person").
(b) Business Address: c/o Mr. Gregg Hawker, 14127 Capri Drive, Suite 2A, Los
Gatos, CA 95030.
(c) Principal Business: Investor.
(d) Criminal Convictions: None.
(e) Civil Adjudication of Violation of Securities Law: None.
(f) Citizenship or Place of Organization: United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The consideration for the Common Stock of the Issuer acquired by the Reporting
Person consisted of 4,077,364 shares of the common stock, par value $1.00 per
share (the "Elexsys Common Stock"), of Elexsys International, Inc., a Delaware
corporation ("Elexsys"), which were converted into shares of the Issuer as
described in Item 4 below. The source and amount paid for these shares of
Elexsys Common Stock are described in the Statement on Schedule 13D filed on or
about January 20, 1994 pursuant to Rule 13d-1 of the Rules and Regulations under
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), by the
Reporting Person, as amended by Amendment No. 1 filed on or about April 13,
1994, Amendment No. 2 filed on or April 14, 1994, Amendment No. 3 filed on or
about May 9, 1994, Amendment No. 4 filed on or about June 9, 1994, Amendment No.
5 filed on or about June 18, 1994, Amendment No. 6 filed on or about June 30,
1994, Amendment No. 7 filed on or about July 8, 1994, Amendment No. 8 filed on
or about February 24, 1995, Amendment No. 9 filed on or about September 15,
1995, and Amendment No. 10 filed on or about July 30, 1997 (the "Schedule 13D").
ITEM 4. PURPOSE OF THE TRANSACTION.
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On November 6, 1997, pursuant to an Agreement and Plan of Merger, dated as of
July 22, 1997, among the Issuer, SANM Acquisition Subsidiary, Inc., a newly
formed Delaware
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corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), and
Elexsys (the "Merger Agreement"), Merger Sub was merged with and into Elexsys,
with Elexsys being the surviving corporation (the "Merger"). The purpose of the
Merger was, among other things, to provide for the acquisition of Elexsys by the
Issuer.
The Merger became effective at the time of the filing of a Certificate of Merger
with the Delaware Secretary of State on November 6, 1997 (the "Effective Time").
Pursuant to the Merger Agreement, at the Effective Time each share of Elexsys
Common Stock was converted into thirty-three hundredths (0.33) of a share of the
Common Stock of the Issuer. A copy of the Merger Agreement is attached as Annex
I to the prospectus (the "Prospectus") filed by the Issuer with the Securities
and Exchange Commission (the "SEC") on October 8, 1997. The information set
forth in the Merger Agreement is incorporated herein by reference. The
description of the Merger Agreement herein is not complete and is qualified in
its entirety by reference to the Merger Agreement.
Concurrently with and as a condition to, the execution and delivery of the
Merger Agreement by the Issuer and Merger Sub, the Reporting Person entered into
an Affiliate Agreement, dated as of July 22, 1997, among the Issuer, Elexsys and
the Reporting Person (the "Affiliate Agreement"). Pursuant to the Affiliate
Agreement, the Reporting Person has agreed not to sell, transfer or otherwise
dispose of any shares of Common Stock of the Issuer issued to the Reporting
Person in the Merger unless (1) such shares of Common Stock are registered under
the Securities Act of 1933, as amended (the "Act"), or are transferred pursuant
to an appropriate exemption from registration, (2) such sale, transfer or other
disposition is made in conformity with the requirements of Rule 145(d)
promulgated under the Act, (3) a written "no action" letter of the SEC ("No
Action Correspondence") is received by the Issuer with respect to such sale,
transfer or other disposition, (4) the Reporting Person delivers to the Issuer a
written opinion of counsel, reasonably acceptable to the Issuer in form and
substance, that such sale, transfer or other disposition is otherwise exempt
from registration under the Act, or (5) such sale, transfer or disposition
occurs after the earlier of (A) the first anniversary of the Effective Time, or
(B) the date on which the restrictions upon sale, transfer or disposition under
Rule 145 are eliminated pursuant to action of the SEC.
Additionally, pursuant to the Affiliate Agreement, until the Issuer's public
announcement of financial results covering at least thirty (30) days of combined
operations of the Issuer and Elexsys, the Reporting Person will not sell,
exchange, transfer, pledge, distribute, or otherwise dispose of or grant any
option, establish any "short" or put-equivalent position with respect to or
enter into any similar transaction having the effect, directly or indirectly, of
reducing his risk relative to shares of the Common Stock of the Issuer received
by the Reporting Person in the Merger; provided, however, that the Reporting
Person may (after consulting with Issuer) transfer or otherwise reduce his risk
relative to shares of the Common Stock of the Issuer during such period if the
reduction of risk relative to such Common Stock would not reasonably be expected
to adversely affect the ability of the Issuer to account for the Merger as a
pooling of interests.
A copy of the form of the Affiliate Agreement is attached as Exhibit A to the
Merger Agreement. All information contained in the Affiliate Agreement is
incorporated herein by
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reference. The description of the Affiliate Agreement contained herein is not
complete and is qualified in its entirety by reference to the Affiliate
Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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The Reporting Person is the beneficial owner of 1,345,530 shares of Common
Stock, representing 6.6% of the outstanding Common Stock of the Issuer. The
Reporting Person has sole voting and dispositive power with respect to all such
shares of the Common Stock of the Issuer beneficially owned by the Reporting
Person. See Item 4 above for a discussion of restrictions on transfer of shares
of the Common Stock of the Issuer by the Reporting Person pursuant to the
Affiliate Agreement.
Share totals for the Reporting Person are derived by multiplying the total
number of shares of Elexsys Common Stock held by the Reporting Person by 0.33,
the exchange ratio under the Merger Agreement. Percentage figures are based on
20,311,168 shares of Common Stock of the Issuer derived by adding 17,159,618
shares of Common Stock of the issuer outstanding as of July 21, 1997 as reported
in the Merger Agreement plus 3,151,549 (9,550,151 shares of Elexsys Common Stock
outstanding as of September 12, 1997 as reported in the Prospectus multiplied by
0.33).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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See Item 4 for a description of the Merger Agreement and the Affiliate
Agreement. See Item 7 for exhibit references to the Merger Agreement and the
Affiliate Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Item 7 of the Schedule 13D is amended to disclose the following information:
1.0 Agreement and Plan of Merger (the "Merger Agreement"'), dated as of July
22, 1997, among Sanmina Corporation, a Delaware corporation (the "Issuer"),
SANM Acquisition Subsidiary, Inc., a Delaware corporation, and Elexsys
International, Inc., a Delaware corporation. Incorporated by reference
herein from Annex I to the prospectus (the "Prospectus") filed by the
Issuer with the Securities and Exchange Commission on October 8, 1997
pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as
amended.
2.0 Form of Affiliate Agreement, dated as of July 22, 1997, between Sanmina
Corporation, a Delaware corporation, Elexsys International, Inc., a
Delaware corporation, and Milan Mandaric. Incorporated by reference herein
from Exhibit A to the Merger Agreement.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
November 7, 1997
/s/ Milan Mandaric
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MILAN MANDARIC
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EXHIBIT INDEX
EXHIBIT
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Exhibit 1.0 Agreement and Plan of Merger (the "Merger Agreement"), dated as
of July 22, 1997, among Sanmina Corporation, a Delaware
corporation (the "Issuer"), SANM Acquisition Subsidiary, Inc., a
Delaware corporation, and Elexsys International, Inc., a Delaware
corporation. Incorporated by reference herein from Annex I to
the prospectus (the "Prospectus") filed by the Issuer with the
Securities and Exchange Commission on October 8, 1997 pursuant to
Rule 424(b)(3) promulgated under the Securities Act of 1933, as
amended.
Exhibit 2.0 Form of Affiliate Agreement, dated as of July 22, 1997, between
Sanmina Corporation, a Delaware corporation, Elexsys
International, Inc., a Delaware corporation, and Milan Mandaric.
Incorporated herein by reference from Exhibit A to the Merger
Agreement.
