<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 1999
REGISTRATION NO. 333-71313
================================================================================
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
SANMINA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
-----------------------------
<TABLE>
<S> <C>
DELAWARE 77-0228183
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
-----------------------------
355 EAST TRIMBLE ROAD
SAN JOSE, CA 95131
(408) 954-5500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
-----------------------------
JURE SOLA
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SANMINA CORPORATION
355 EAST TRIMBLE ROAD
SAN JOSE, CA 95131
(408) 954-5500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this Form are to be 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, please 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. [ ]
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<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
===================================================================================================
<S> <C> <C> <C> <C>
Common Stock
$0.01 par value per share 500,000 shares $65 32,500,000 (2)
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</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee based on the average of the high and low prices of the
Common Stock as reported on the Nasdaq National Market on January 26, 1999
pursuant to Rule 457(c).
(2) Previously paid.
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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MARCH 4, 1999
SANMINA CORPORATION
500,000 SHARES
COMMON STOCK
The shares offered in this prospectus involved a high degree of risk. See "Risk
Factors" beginning on page 2 of this prospectus for information that you should
consider before purchasing these securities.
Our common stock is quoted on the Nasdaq National Market System under the symbol
"SANM". On January 26, 1999, the average for the high and low price of our
common stock on the Nasdaq was $65 per share.
This prospectus relates to the public offering of 500,000 shares of Sanmina
Common Stock, $0.01 par value, and will not be underwritten. The shares may be
offered and sold from time to time by the stockholders who acquired these shares
from us when one of our subsidiaries, SANM Acquisition Subsidiary, Inc., merged
into Telo Electronics, Incorporated. As a result of this merger, Telo has become
a wholly-owned subsidiary of ours.
Neither the Securities and Exchange Commission nor any State Securities
Commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. It is illegal for any person to tell you
otherwise.
The date of this Prospectus is ___________, 1999
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
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Page
<S> <C>
THE COMPANY.............................................. 1
RISK FACTORS............................................. 2
USE OF PROCEEDS.......................................... 5
SELLING STOCKHOLDER...................................... 5
PLAN OF DISTRIBUTION..................................... 6
LEGAL MATTERS............................................ 6
EXPERTS.................................................. 7
WHERE YOU CAN FIND MORE INFORMATION...................... 7
INDEMNIFICATION OF OFFICERS AND DIRECTORS................ 7
</TABLE>
<PAGE> 4
SUMMARY
TECHNICAL SERVICE PROVIDERS
Sanmina Corporation is a leading independent provider of customized integrated
electronic manufacturing services. We offer complete electronic assembly and
manufacturing management services to original equipment manufacturers, ("OEMs").
Sanmina primarily assembles complex printed circuit boards.
We use surface mount and pin-through hole interconnection technologies in
assembling components on a circuit board. Surface mount refers to soldering
components directly to the surface of a board. With pin-through hole
interconnections, pins on a component go through holes on a circuit board.
Various electronic components, such as integrated circuits, capacitors,
microprocessors and resistors are mounted on surface mount and pin-through hole
printed circuitboard assemblies. These assemblies are key functional elements of
many types of electronic products used, for example, in medical instrumentation,
computer systems and telecommunication systems.
We also manufacture custom designed backplane assemblies and complex
multi-layered printed circuit boards. Backplane assemblies are large printed
circuit boards on which connectors are mounted to interconnect printed circuit
boards, integrated circuits and other electronic components. We test as well as
assemble the completed systems. We also provide procurement, materials
management and consultation to our customers on the design and manufacture of
their equipment.
Through our Sanmina Cable Systems subsidiary, we manufacture custom cable and
wire harness assemblies for electronic industry OEMs. As part of the Elexsys
International acquisition completed in November 1997, we currently operate a
metal stamping and plating business.
MARKET NICHE AND CUSTOMER BASE
Sanmina was formed in 1989 to acquire the printed circuit board and backplane
operations of its predecessor company, which had been in the printed circuit
board and backplane business since 1980. Our interconnect products generally
require greater manufacturing expertise and have shorter delivery cycles than
mass produced interconnect products. Our customers include leading OEMs in the
telecommunications, networking (data communications), industrial, medical
instrumentation and high-speed computer systems sectors.
LOCATION OF FACILITIES
Our assembly plants are located in the following locations:
o Northern California;
o Richardson, Texas;
o Manchester, New Hampshire;
o Durham, North Carolina;
o Guntersville, Alabama; and
o Dublin, Ireland.
Our printed circuit board fabrication facilities are located in:
o Northern California;
o Southern California; and
o Nashua, New Hampshire.
Our Sanmina Cable Systems subsidiary's manufacturing facility is located in
Carrollton, Texas.
As a result of Sanmina's recent acquisition of Altron Inc., we added new
fabrication and assembly plants in:
o the Boston Massachusetts area;
o Northern California; and
o Richardson, Texas.
Sanmina's headquarters are located at 355 East Trimble Road, San Jose,
California 95131. Our telephone at this location is (408) 954-5500.
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RISK FACTORS
This prospectus, including the documents incorporated by reference, contains
forward looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
include statements of Sanmina's expectations, beliefs, intentions or future
strategies. We base all forward looking statements on information available to
us on the date of this prospectus. We will not update any such forward looking
statements. Actual results could differ materially from those in the forward
looking statements because of the risk factors set forth below and in the
documents incorporated by reference in this prospectus. In addition to the
information in this report and in the documents incorporated by reference, you
should carefully consider the following risk factors before buying our
securities.
SANMINA IS DEPENDENT ON THE ELECTRONICS INDUSTRY
Sanmina's business heavily depends on the health of the electronics industry.
Our customers are manufacturers in the telecommunications, networking (data
communications), industrial and medical instrumentation and high speed computer
systems segments of the electronics industry. These industry segments, and the
electronics industry as a whole, are subject to rapid technological change and
product obsolescence. Our customers can discontinue or modify products
containing our components, adversely affecting results of operations. The
electronics industry also experiences economic cycles and recessionary periods.
A general recession in the electronics industry could have a material adverse
effect on Sanmina's business, financial condition and results of operations.
SANMINA EXPERIENCES PERIODIC FLUX IN ITS OPERATING RESULTS
Our results of operations have varied and may continue to fluctuate
significantly from period to period, including on a quarterly basis. The factors
effecting our operating results include:
o timing of orders from major customers;
o mix of product ordered by and shipped to major customers;
o volume of orders;
o effective management of our inventory;
o effective management of our fixed assets; and
o timing of expenditures in anticipation of future sales.
Our results are also affected by the mix of products between backplane
assemblies and printed circuit boards.
Results of operations in any period should not be considered indicative of the
results to be expected for any future period. In addition, fluctuations in
operating results may also result in fluctuations in the price of our common
stock.
SANMINA'S CUSTOMERS MAY ALTER ORDERS
We typically do not obtain long-term volume purchase contracts from our
customers and recently experienced reduced lead times in customer orders.
Customer orders may be canceled and volume levels may be changed or delayed. In
particular, some of our customers cancelled and rescheduled shipment dates
during the fourth fiscal quarter of 1998. The timely replacement of canceled,
delayed or reduced contracts with new business cannot be assured.
From time to time, we experience changes in the volume of sales to each of our
principal customers. Operating results may be affected on a period-to-period
basis by these changes. Our customers generally require short delivery cycles. A
substantial portion of our backlog is typically scheduled for delivery within
120 days. Quarterly sales and operating results therefore depend in large part
on the volume and timing of bookings received during the quarter, which are
difficult to forecast. Our backlog also affects our ability to plan production
and inventory levels. This could lead to fluctuations in operating results.
SANMINA MUST RESPOND QUICKLY TO SHORTFALLS IN REVENUES
A significant portion of Sanmina's operating expenses are relatively fixed in
nature and planned expenditures are based in part on anticipated orders. Any
inability to adjust spending quickly enough to compensate for any revenue
shortfall may magnify the adverse impact of such revenue shortfall on our
results of operations.
SANMINA COMPETES IN A FRAGMENTED MARKET
The electronic interconnect product industry is highly fragmented and intensely
competitive. Sanmina competes in the technologically advanced segment of the
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<PAGE> 6
interconnect product market. This segment is much less fragmented than the
industry as a whole. Our competitors consist primarily of larger manufacturers
of interconnect products. Some of these competitors have greater manufacturing
and financial resources than Sanmina as well as greater surface mount assembly
capacity. As a participant in the interconnect industry, we must continually
develop improved manufacturing processes to accommodate our customers' needs for
increasingly complex products.
We provide quick turnaround and responsive service to our customers. However,
during periods of recession in the electronics industry, these competitive
advantages may be of reduced importance to electronics OEMs, who may become more
price sensitive. In addition, captive interconnect product manufacturers
increase price competition by seeking orders in the open market to fill excess
capacity. We may be at a competitive disadvantage with respect to price when
compared to manufacturers with lower cost structures, particularly those with
offshore facilities where labor and other costs are lower.
SANMINA'S RECENT ACQUISITIONS AND EXPANSIONS MAY CAUSE INSTABILITY
We have, for the past several fiscal years, pursued a strategy of growth. This
growth has come in part through acquisitions. Some of these acquisitions have
involved acquisitions of entire companies, such as:
o the June 1995 acquisition of Assembly Solutions in Manchester, New
Hampshire;
o the January 1996 acquisition of Golden Eagle Systems, now known as
Sanmina Cable Systems;
o the November 1997 merger with Elexsys;
o the February 1998 acquisition of Pragmatech;
o the November 1998 merger with Altron; and
o the December 1998 merger with Telo.
We have also acquired several smaller operations and companies.
In other instances we acquired selected assets, principally equipment, inventory
and customer contracts and, in certain cases, facilities or facility leases. For
example, the November 1996 acquisitions of the Guntersville, Alabama operations
of Comptronix Corporation and certain assets of the custom manufacturing
services division of Lucent Technologies.
In addition to these acquisitions, we have also grown our operations through
internal expansion, such as the opening of our assembly facilities in:
o Richardson, Texas;
o Durham, North Carolina; and
o Dublin, Ireland.
Our acquisitions of the above mentioned companies and assets and our expansion
of operations involve risks, including:
o the potential inability to successfully integrate acquired operations
and businesses or to realize anticipated synergies, economies of scale
or other value;
o diversion of management's attention;
o difficulties in scaling up production at new sites and coordinating
management of operations at new sites;
o delays in implementing consolidation plans; and
o loss of key employees of acquired operations.
Sanmina may experience problems in integrating operations of our recent or
future acquisitions. We cannot assure that any acquisition will result in a
positive contribution to our results of operations. Neither can we assure that
value from any such acquisition will equal or exceed its cost. In particular,
the successful combination of Sanmina and Altron will require substantial effort
from each company to integrate and coordinate sales and marketing efforts. The
efforts expended to integrate the companies could adversely impact our
anticipated benefits of the merger.
We cannot assure that, either generally or specifically, we will realize our
anticipated benefits from expanding our existing operations to new sites. Our
future acquisitions may result in dilutive issuances of equity securities, the
incurrence of additional debt, large one-time write-offs and the creation of
goodwill or other intangible assets that could result in amortization expense.
These factors could adversely effect our business, financial condition and
results of operations with respect to any or all of our recent acquisitions. At
this point the outcome of our acquisitions and expansion activity is still
uncertain.
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SANMINA'S INTERNATIONAL OPERATIONS CREATE ADDITIONAL RISKS.
We opened our first overseas facility, located in Dublin, Ireland, in June 1997.
A number of risks are inherent in international operations and transactions.
International sales and operations may be limited or disrupted by:
o the imposition of government controls;
o export license requirements;
o political instability;
o trade restrictions;
o changes in tariffs;
o difficulties in staffing; and
o difficulties in coordinating communications among and managing
international operations.
Our business, financial condition and results of operations may be adversely
affected by:
o fluctuations in international currency exchange rates;
o increases in duty rates;
o difficulties in obtaining export licenses;
o constraints on our ability to maintain or increase prices; and
o competition.
Difficulties encountered in scaling up production at overseas facilities or in
coordinating our United States and international operations, as well as failure
of the international operations to increase revenue, could adversely effect our
business, financial condition and results of operations.
SANMINA IS SUBJECT TO RISKS RELATED TO YEAR 2000 PROBLEMS.
Many currently installed computer systems and software products are coded to
accept only two digit entries in the date code field. As the Year 2000
approaches, these code fields will need to accept four digit entries to
distinguish years beginning with "19" from those beginning with "20." As a
result, in less than one year, computer systems and/or software products used by
many companies may need to be upgraded to comply with such Year 2000
requirements.
We cannot be sure that we will be able to solve all potential Year 2000 issues.
Our reliance on our key suppliers, and therefore on the proper functioning of
their information systems and software, is increasing. We cannot assure that
another company's failure to address Year 2000 issues could not adversely effect
us. However, Sanmina is currently expending resources to review our products and
services. We are also reviewing our internal use software in order to identify
and modify those products, services and systems that are not Year 2000
compliant. Additionally, we are evaluating the need for contingency plans with
respect to Year 2000 requirements. The necessity of any contingency plan must be
evaluated on a case-by-case basis and will vary considerably in nature depending
on the Year 2000 issue it may need to address.
Sanmina has initiated formal communications with each of our significant
suppliers and customers to determine the extent to which we are vulnerable to
those third parties' failure to remediate their own Year 2000 issues. We request
our third party vendors to represent that their products and services are Year
2000 compliant and that they have a program to test for Year 2000 compliance.
However, the response of those third parties is beyond our control. To the
extent that we do not receive adequate responses, we are prepared to develop
contingency plans, with completion of these plans scheduled for no later than
March 31, 1999.
At this time, Sanmina cannot estimate the additional cost, if any, that might
develop from such contingency plans. Breakdowns in our computer systems and
applications, such as our manufacturing application software, our bar-coding
systems, and the computer chips embedded in our plant equipment, as well as
other Year 2000-related problems such as disruptions in the delivery of
materials, power, heat or water to our facilities, could prevent us from
manufacturing and shipping our products. We plan to replace or upgrade or
otherwise work around any of our date driven systems that are not Year 2000
compliant. Our Year 2000 Project Team completed compliance solutions by January
31, 1999. We intend to complete compliance testing by June 30, 1999.
If Sanmina fails to correct a material Year 2000 problem, our normal business
activities and operations could be interrupted. Such interruptions could
materially and adversely affect our results of operations, liquidity and
financial condition. To date, we do not consider Year 2000 costs to be material
to our financial condition. We currently estimate that, in order to complete
Year 2000 compliance, we will be required to incur expenditures of approximately
$1.1 million.
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POSSIBLE VOLATILITY OF SANMINA STOCK PRICE
The trading price of our common stock has and could in the future fluctuate in
response to variations in quarterly operating results, developments in the
electronics industry, general economic conditions, changes in securities
analysts' recommendations regarding our securities and other factors. In recent
years, price and volume fluctuations in the stock market have affected the
market prices of technology companies. Such fluctuations have often been
unrelated to or disproportionately impacted by the operating performance of such
companies. These broad market fluctuations may adversely affect the market price
of Sanmina's common stock.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the selling
stockholders in the offering. We will pay for costs relative to the registration
of the shares.
SELLING STOCKHOLDERS
The rules and regulations of the Commission determines beneficial ownership.
Such beneficial ownership generally includes voting or investment power with
respect to securities. We base the beneficial ownership stated below on
information as of December 29, 1998. It assumes that there is outstanding an
aggregate of 55,774,739 shares of common stock. As of December 29, 1998, no
options had been issued to the selling stockholders named in this Prospectus.
Except as subject to community property laws where applicable, we believe, based
on information furnished by the selling stockholders that the person named in
the table above has sole voting and investment power with respect to all shares
of common stock shown as beneficially owned by him. This beneficial ownership
assumes the sale of all shares offered by this prospectus and no other purchases
or sales of our common stock. See "Plan of Distribution."
The following table sets forth certain information as of December 29, 1998
with respect to each selling stockholder:
<TABLE>
<CAPTION>
SHARES
OFFERED SHARES BENEFICIALLY
NAME OF SELLING STOCKHOLDER HEREBY OWNED AFTER OFFERING
- --------------------------- ------- --------------------
Number Percent
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<S> <C> <C> <C>
S. Zafar Jafri............................... 500,000 450,000 *
=======
</TABLE>
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* Less than 1%.
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PLAN OF DISTRIBUTION
The selling stockholders may sell the shares separately or together, from time
to time on the over-the-counter market at prices and on terms prevailing at the
time of any such sale. Any such sale may be made:
o in broker's transactions through broker-dealers acting as agents;
o in transactions directly with market makers; or
o in privately negotiated transactions where no broker or other third party
(other than the purchaser) is involved.
The selling stockholders will pay:
o selling commissions or brokerage fees, if any;
o all applicable transfer taxes; and
o all fees and costs of counsel incurred in connection with the sale.
During such time as the selling stockholders may be attempting to sell shares
registered hereunder, they will:
(i) not engage in any stabilization activity in connection with any of
Sanmina's securities;
(ii) furnish copies of this prospectus, as supplemented or amended to each
person to whom shares may be offered; and
(iii) not bid for or purchase any of Sanmina's securities other than as
permitted under the Exchange Act.
The selling stockholders, and any other persons who participate in the sale of
the shares, may be deemed to be "Underwriters" as defined in the Securities Act.
Any commissions paid or any discounts or concessions allowed to any such
persons, and any profits received on resale of the shares, may be deemed to be
underwriting discounts and commissions under the Securities Act.
With regard to the shares, Sanmina has agreed to maintain the effectiveness
of this registration statement until two years after the effective date of this
registration statement or less if the distribution described herein has become
effective.
We will bear all costs, expenses and fees in connection with the registration of
the shares. The selling stockholders will bear all commissions and discounts, if
any, attributable to the sale of the shares. We agreed to indemnify the selling
stockholders against certain liabilities, including liabilities under the
Securities Act. The selling stockholders have agreed to indemnify Sanmina
against certain liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
Legal matters with respect to the legality of issuing the common stock
offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, 650 Page Mill Road, Palo Alto, California 94304.
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EXPERTS
The financial statements and schedule incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants. We include these statements and schedule in reliance upon
the authority of Arthur Anderson LLP as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
GOVERNMENT FILINGS
We file proxy statements, reports and other information with the Securities and
Exchange Commission in accordance with the Securities Exchange Act of 1934. You
can inspect and copy this information at regional offices of the Commission
located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, New York
10048; and at the Public Reference Office of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. You can also obtain copies of such material from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
Commission also maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding Sanmina and other companies that file electronically
with the Commission.
INFORMATION INCORPORATED BY REFERENCE
We incorporate by reference the following documents and all future documents
filed by Sanmina pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act until this offering is completed:
1. Our Annual Report on Form 10-K for the year ended September 30, 1998,
filed December 21, 1998.
2. Our Current Report on Form 8-K filed December 14, 1998.
3. Our Proxy Statement for our 1999 meeting of stockholders filed
December 30, 1998.
You may request free copies of these filings by writing or telephoning us.
Requests should be directed to Bernard J. Whitney, Chief Financial Officer,
Sanmina Corporation, 355 East Trimble Road, San Jose, California 95131,
telephone: (408) 954-5500.
You should rely only on the information incorporated by reference or provided
in this prospectus or a prospectus supplement or amendment. We have not
authorized anyone to provide you with different information. We are not making
an offer of these securities in any state where the offer is not permitted.
Also, this prospectus does not offer to sell any securities other than the
securities covered by this prospectus. You should not assume that the
information in this prospectus or a prospectus supplement or amendment is
accurate as of any date other than the date on the front of the document.
Shares of our common stock are traded as "National Market Securities" on the
Nasdaq National Market. Documents we file can be inspected at the offices of
the National Association of Securities Dealers, Inc., Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006.
ADDITIONAL INFORMATION
This prospectus constitutes a part of a registration statement on Form S-3
(referred to, together with all amendments and exhibits, as the "Registration
Statement") filed by Sanmina with the Securities and Exchange Commission (the
"Commission") under the Securities Act. This prospectus does not contain all of
the information set forth in the Registration Statement. The rules and
regulations of the Commission permit us to omit certain parts. For further
information, refer to the registration statement. Statements concerning the
provisions of any document are not necessarily complete. We qualify each such
statement, in its entirety, by reference to the Registration Statement filed
with the Commission.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Law authorizes a court to award,
or a corporation's Board of Directors to grant, indemnity to directors and
officer. Such indemnification covers our directors and officers under certain
circumstances for liabilities arising under the Securities Act of 1933, as
amended, including reimbursement for expenses. Article X of Sanmina's Bylaws
provide for indemnification of our directors and officers, employees and other
agents to the maximum extent permitted by law. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to our directors,
officers and controlling persons, we have been advised that in the opinion of
the Commission, such indemnification is against public policy, as stated by the
Commission, and is, therefore, unenforceable.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale and distribution of the Common Stock
being registered. Selling commissions and brokerage fees and any applicable
transfer taxes and fees and disbursements of counsel for the Selling
Stockholders are payable by the Selling Stockholders. All amounts are estimates
except the registration fee.
<TABLE>
<CAPTION>
Amount to be Paid
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<S> <C>
Registration Fee 9,035
Legal Fees and Expenses 10,000
Accounting Fees and Expenses 8,000
Miscellaneous 2,500
------
Total 29,535
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933. Article X, Section 1 of the
Registrant's Bylaws provide for indemnification of its directors and officers to
the maximum extent permitted by law.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
2.1* Registration Rights Agreement dated December 28, 1998 among Sanmina
Corporation and the signatory listed thereon.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Counsel (included in Exhibit 5.1).
24.1* Power of Attorney (included on page II-3).
</TABLE>
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* previously filed.
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 1933
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
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
II-1
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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% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Sanmina pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 15
above or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 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 against the Registrant by such director,
officer or controlling person in connection with the securities being registered
hereunder, 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 of 1933 and will be governed by the
final adjudication of such issue.
II-2
<PAGE> 13
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
Pre-Effective Amendment No. 2 to 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 4th day of March 1999.
SANMINA CORPORATION
/s/ Bernard J. Whitney
----------------------------
Bernard J. Whitney
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Pre-Effective
Amendment No. 2 to this registration statement has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
Jure Sola* Chairman of the Board and March 4, 1999
- -------------------------------- Chief Executive Officer
JURE SOLA (Principal Executive Officer)
/s/ Bernard J. Whitney Executive Vice President March 4, 1999
- -------------------------------- and Chief Financial Officer
BERNARD J. WHITNEY (Principal Financial and
Accounting Officer)
Bernard V. Vonderschmitt* Director March 4, 1999
- --------------------------------
BERNARD V. VONDERSCHMITT
John C. Bolger* Director March 4, 1999
- --------------------------------
JOHN C. BOLGER
Neil R. Bonke* Director March 4, 1999
- --------------------------------
NEIL R. BONKE
Mario M. Rosati* Director March 4, 1999
- --------------------------------
MARIO M. ROSATI
Samuel Altschuler* Director March 4, 1999
- --------------------------------
SAMUEL ALTSCHULER
*By /S/ Bernard J. Whitney
-----------------------------
Bernard J. Whitney
(Attorney-In-Fact)
</TABLE>
II-3
<PAGE> 14
LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C>
2.1* Registration Rights Agreement dated December 28, 1998 among Sanmina
Corporation and the signatory listed thereon.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Counsel (included in Exhibit 5.1).
24.1* Power of Attorney (included on page II-3).
</TABLE>
- -------------
* previously filed.
