<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1999
REGISTRATION NO. ______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SANMINA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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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
(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. [ ]
<TABLE>
<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 117,828 shares $66.91 $7,883,871.48 $2,191.72
=============================================================================================================
</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 July 28, 1999
pursuant to Rule 457(c).
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 JULY 29, 1999
117,828 SHARES
SANMINA CORPORATION
COMMON STOCK
THE SHARES OFFERED IN THIS PROSPECTUS INVOLVED A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5 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 July 28, 1999, the average for the high and low price of our common
stock on the Nasdaq was $66.91 per share.
The selling stockholder, who acquired these shares in connection with the sale
of real estate to Sanmina, may offer and sell these shares from time to time.
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. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is July , 1999.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
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Page
<S> <C>
SUMMARY..................................................................1
RISK FACTORS.............................................................2
USE OF PROCEEDS..........................................................6
SELLING STOCKHOLDERS.....................................................6
PLAN OF DISTRIBUTION.....................................................7
LEGAL MATTERS............................................................8
EXPERTS..................................................................8
WHERE YOU CAN FIND MORE INFORMATION......................................8
INDEMNIFICATION OF OFFICERS AND DIRECTORS................................9
</TABLE>
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SUMMARY
SANMINA IS A TECHNICAL SERVICE PROVIDER
Sanmina primarily assembles complex printed circuit boards that customers
include in their electronic products. We also offer other electronics assembly
services and manufacturing management services. By providing these services,
Sanmina is able to offer its customers complete management of the manufacturing
process from materials procurement through delivery of finished assemblies. By
using Sanmina's services, our customers are able to focus their resources on
product development, sales and marketing and reduce their manufacturing
infrastructure.
Sanmina's customers are suppliers of electronic products and devices, including
telecommunications equipment, data communications equipment, industrial and
medical instrumentation and computer systems. These companies, for whom Sanmina
provides manufacturing services, are known as original equipment manufacturers
or OEMs.
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.
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 a Sanmina Cable Systems subsidiary, we manufacture custom cable and
wire harness assemblies. Such an assembly consists of a group of cables or wires
assembled as a unit and used to interconnect other components. We provide cable
and wire harness assemblies to electronic industry OEMs who use the assemblies
in their products. As part of the Elexsys International acquisition completed in
November 1997, we also operate a metal stamping and plating business.
SANMINA'S 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.
THE LOCATION OF SANMINA'S FACILITIES
Our assembly plants are located in six states of the continental United States
and in Dublin, Ireland. We have circuit board fabrication facilities on both the
east and west coasts of the United States. A subsidiary, Sanmina Cable Systems,
manufacturers our custom cable and wire harness assemblies in Carrollton, Texas.
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Sanmina's headquarters are located at 355 East Trimble Road, San Jose,
California 95131. Our telephone at this location is (408) 954-5500.
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 DEPENDS ON THE HEALTH OF THE ELECTRONICS INDUSTRY AS A WHOLE
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:
- timing of orders from major customers;
- mix of product ordered by and shipped to major customers;
- volume of orders;
- effective management of our inventory;
- effective management of our fixed assets; and
- 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.
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SANMINA'S CUSTOMERS MAY ADVERSELY AFFECT REVENUES BY ALTERING 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 TO REDUCE IMPACT
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.
SOME OF SANMINA'S COMPETITORS HAVE GREATER RESOURCES OR LOWER PRICES
The electronic interconnect product industry is highly fragmented and intensely
competitive. Sanmina competes in the technologically advanced segment of the
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 REQUIRE EFFORTS TO INTEGRATE
We have, for the past several fiscal years, pursued a strategy of growth through
the acquisition of companies and assets as well as the expansion of our
operations.
The risks of our recent growth include:
- the potential inability to successfully integrate acquired
operations and businesses or to realize anticipated synergies,
economies of scale or other value;
- diversion of management's attention;
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- difficulties in scaling up production at new sites and
coordinating management of operations at new sites;
- delays in implementing consolidation plans; and
- 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.
Sanmina's growth in recent years has included mergers and the acquisition of
entire 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 several new assembly facilities in the United
States and Ireland.
SANMINA RISKS DISRUPTIONS BECAUSE OF DEVELOPING ITS OPERATIONS INTERNATIONALLY
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:
- the imposition of government controls;
- export license requirements;
- political instability;
- trade restrictions;
- changes in tariffs;
- difficulties in staffing; and
- difficulties in coordinating communications among and managing
international operations.
Our business, financial condition and results of operations may be adversely
affected by:
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- fluctuations in international currency exchange rates;
- increases in duty rates;
- difficulties in obtaining export licenses;
- constraints on our ability to maintain or increase prices; and
- 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 RISKS DISRUPTIONS RELATED TO YEAR 2000 PROBLEMS IN ITS SYSTEMS AND ITS
KEY SUPPLIERS' SYSTEMS
Sanmina is subject to risks related to Year 2000 problems. Many currently
installed computer systems and software products are unable to distinguish years
beginning with "19" from those beginning with "20." As a result, computer
systems and/or software products used by many companies may need to be upgraded
to comply with such Year 2000 requirements. Sanmina is currently expending
resources to review its products and services, as well as its internal use
software in order to identify and modify those products, services and systems
that are not Year 2000 compliant. Additionally, Sanmina is in the process of
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. There can be no assurance however, that
Sanmina will be able to solve all potential Year 2000 issues. Sanmina's reliance
on its key suppliers, and therefore on the proper functioning of their
information systems and software, is increasing, and there can be no assurance
that another company's failure to address Year 2000 issues could not have an
adverse effect on Sanmina. Sanmina has initiated formal communications with each
of its significant suppliers and customers to determine the extent to which
Sanmina is vulnerable to those third parties' failure to remediate their own
Year 2000 issues. In particular, in the event a product manufactured by Sanmina
contained Year 2000 problems attributable to a design or product development
flaw, it is likely that sales of such product would be adversely affected, which
would adversely affect Sanmina's manufacturing services revenues attributable to
such product. Such a situation could have a material adverse effect on Sanmina's
business, financial condition and results of operations.
Sanmina has requested that third party vendors represent their products
and services to be Year 2000 compliant and that they have a program to test for
Year 2000 compliance. Sanmina has received responses from all third party
vendors. Breakdowns in Sanmina's computer systems and applications, such as its
manufacturing application software, its bar-coding systems, and the computer
chips embedded in its plant equipment, as well as other Year 2000 related
problems such as disruptions in the delivery of materials, power, heat or water
to Sanmina's facilities, could prevent Sanmina from being able to manufacture
and ship its products. Sanmina plans to replace or upgrade or otherwise work
around any of its date driven systems that are not Year 2000 compliant.
Sanmina's Year 2000 Project Team has put in place compliance solutions and work
around and intends to complete compliance testing by September 30, 1999. If
Sanmina fails to correct a material Year 2000 problem, its normal business
activities and operations could be interrupted. Such interruptions could
materially and adversely affect Sanmina's results of operations, liquidity and
financial condition. To date, Year 2000 costs are not considered by Sanmina to
be material to its financial condition. Sanmina currently estimates that, in
order to complete Year 2000 compliance, Sanmina will be required to incur
expenditures of approximately $1.7 million. Through January 2, 1999,
approximately $600,000 of this amount had been expended.
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POSSIBLE VOLATILITY OF SANMINA'S STOCK PRICE MAY AFFECT REVENUES
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 July 28, 1999. It assumes that there is outstanding an
aggregate of 58,333,144 shares of common stock.
As of April 13, 1999, options to purchase 50,000 shares of Common Stock of the
Company had been issued to Roger Mayer, Trustee of the Roger R. Mayer Revocable
Living Trust dated 10/2/96, and no other 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 below 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."
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In this prospectus, we refer to the individual listed below and any family
member, trust or trust instrument to whom he may rightfully transfer his shares
as the "selling stockholder." The following table sets forth certain information
as of July 28, 1999 with respect to the selling stockholder:
<TABLE>
<CAPTION>
SHARES
OFFERED SHARES BENEFICIALLY
Name of Selling Stockholder HEREBY OWNED AFTER OFFERING
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Number Percent
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<S> <C> <C> <C>
Roger R. Mayer, or his successors, 117,828 449,504(1) -(2)
Trustee of the Roger R. Mayer Revocable
Living Trust dated 10/2/96, and as it may be
subsequently be amended
</TABLE>
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(1) Reflects shares purchased by Mr. Mayer in the open market and shares
received by Mr. Mayer when Sanmina acquired Manutronics, Inc.
(2) Less than one percent
PLAN OF DISTRIBUTION
The selling stockholder 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:
- in broker's transactions through broker-dealers acting as agents;
- in transactions directly with market makers; or
- in privately negotiated transactions where no broker or other third
party (other than the purchaser) is involved.
The selling stockholder will pay:
- selling commissions or brokerage fees, if any;
- all applicable transfer taxes; and
- all fees and costs of counsel incurred in connection with the sale.
During such time as the selling stockholder 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 stockholder, 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
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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 July 30, 2000 or earlier 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.
EXPERTS
The audited financial statements and schedule incorporated by reference in this
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included therein in reliance upon the authority of said firm as experts in
giving said reports.
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:
Annual Report on Form 10-K/A filed on May 3, 1999 for the fiscal year
ended September 30, 1998.
Current Report on Form 8-K/A filed on February 10, 1999.
Current Reports on Form 8-K filed on April 29, 1999 and April 30, 1999.
Quarterly Report on Form 10-Q/A for the fiscal quarter ended January 2,
1998, filed on May 3, 1999.
Quarterly Reports on Form 10-Q for the fiscal quarters ended January 2,
1999 and April 3, 1999.
Our Current Report on Form 8-K filed December 14, 1998.
Our Proxy Statement for our 1999 meeting of stockholders filed December
30, 1998.
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You may request free copies of these filings by writing or telephoning us.
Requests should be directed to Elizabeth Foreman, 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 filed
by Sanmina with the Securities and Exchange 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 2,191.72
Legal Fees and Expenses 10,000.00
Accounting Fees and Expenses 5,000.00
Miscellaneous 2,500.00
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Total $19,691.72
</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 DESCRIPTION OF
NUMBER EXHIBIT
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<S> <C>
3.1 Certificate of Amendment of the Restated Certificate of
Incorporation.
3.2 Amended and Restated Certificate of Incorporation.(1)
3.3 Bylaws.(2)
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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(1) Incorporated by reference to exhibit 3.2 previously filed with the
Registrant's Report on Form 10-K for the fiscal year ended September 30,
1998.
(2) Incorporated by reference to exhibit 3.3 previously filed with the
Registrant's Registration Statement on Form S-1, No. 33-70700 filed with the
Securities and Exchange Commission on February 19, 1993.
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-1
<PAGE> 14
(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 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> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on the 29th of July
1999.
SANMINA CORPORATION
/s/ Elizabeth Foreman
---------------------------------
Elizabeth Foreman
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints,
jointly and severally, Elizabeth Foreman and Jure Sola, and each of them acting
individually, as his attorney-in-fact, to sign any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorney to any and all amendments
to said Registration Statement.
Pursuant to the requirements of the Securities Act, 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>
/s/ Jure Sola Chairman of the Board and Chief July 29, 1999
- ------------------------------ Executive Officer
JURE SOLA (Principal Executive Officer)
/s/ Elizabeth Foreman Chief Financial Officer July 29, 1999
- ------------------------------ (Principal Financial and
ELIZABETH FOREMAN Accounting Officer)
/s/ Bernard V. Vonderschmitt Director July 29, 1999
- ------------------------------
BERNARD V. VONDERSCHMITT
/s/ John C. Bolger Director July 29, 1999
- ------------------------------
JOHN C. BOLGER
/s/ Neil R. Bonke Director July 29, 1999
- ------------------------------
NEIL R. BONKE
/s/ Mario M. Rosati Director July 29, 1999
- ------------------------------
MARIO M. ROSATI
By /s/ Elizabeth Foreman
-------------------------
Elizabeth Foreman
(Attorney-In-Fact)
</TABLE>
II-3
<PAGE> 16
LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF
NUMBER EXHIBIT
------- --------------
<S> <C>
3.1 Certificate of Amendment of the Restated Certificate of
Incorporation.
3.2 Amended and Restated Certificate of Incorporation.(1)
3.3 Bylaws.(2)
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>
- -----------
(1) Incorporated by reference to exhibit 3.2 previously filed with the
Registrant's Report on Form 10-K for the fiscal year ended September 30,
1998.
(2) Incorporated by reference to exhibit 3.3 previously filed with the
Registrant's Registration Statement on Form S-1, No. 33-70700 filed with the
Securities and Exchange Commission on February 19, 1993.
<PAGE> 1
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
THE RESTATED CERTIFICATE
OF INCORPORATION OF
SANMINA CORPORATION
Sanmina Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation").
DOES HEREBY CERTIFY:
FIRST: The name of this Corporation is Sanmina Corporation. This Corporation was
originally incorporated under the name Sanmina Holdings, Inc., and the original
Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware on May 9, 1989.
SECOND: That the Board of Directors of the Corporation has duly adopted
resolutions setting forth a proposed amendment of the Restated Certificate of
Incorporation of said Corporation, declaring said amendment to be advisable and
calling for the submission thereof to the stockholders of said Corporation for
adoption by written consent. The resolution setting forth the proposed amendment
is as follows:
RESOLVED: That Article 4 of the Certificate of Incorporation of this
Corporation be restated to read as follows:
"4. The Corporation is authorized to issue two classes of capital stock:
Preferred Stock, $0.01 par value per share, and Common Stock, $0.01 par value
per share. The total number of shares of Preferred Stock which the Corporation
shall have the authority to issue is 5,000,000, all of which are undesignated
series of Preferred Stock ("Blanket Preferred"). The total number of shares of
Common Stock with the Corporation shall have the authority to issue is
200,000,000.
The Blanket Preferred may be issued from time to time in one or more
series. The Board of Directors of this Corporation is authorized to determine or
alter the rights, preferences, privileges and restrictions granted to or imposed
upon any wholly unissued series of Blanket Preferred, and or within the
limitations or restrictions stated in any resolution(s) of the Board of
Directors originally fixing the number of shares of Blanket Preferred
constituting any series, to increase or decrease (but not below the number of
any such series of Blanket Preferred then outstanding) the number of shares of
such series of Blanket Preferred subsequent to the issue of shares of that
series of Blanket Preferred, to determine the designation of any series and to
fix the number of shares of any series of Blanket Preferred."
<PAGE> 2
THIRD: That thereafter, pursuant to resolution of its Board of Directors, the
approval of the stockholders of said Corporation was duly obtained in
accordance with the General Corporation law of the state of Delaware at which
time the necessary number of shares are required by statute were voted in favor
of the amendment.
FOURTH: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
<PAGE> 3
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Randy W. Furr, its President, and Christopher D. Mitchell, its
Secretary, this 29th day of April, 1999.
/s/ RANDY W. FURR
--------------------------------
Randy W. Furr, President
ATTEST: /s/ CHRISTOPHER D. MITCHELL
----------------------------
Christopher D. Mitchell,
Secretary
<PAGE> 1
EXHIBIT 5.1
OPINION OF COUNSEL
July 29, 1999
Sanmina Corporation
355 East Trimble Road
San Jose, California 95131
Re: Sanmina Corporation (the "Company") Registration Statement on Form
S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed with
the Securities and Exchange Commission (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of 117,828 shares of the Company's Common Stock. As your counsel, we have
examined the proceedings taken in connection with the sale and issuance of the
above-referenced securities.
It is our opinion that the above-referenced securities, when issued and
sold in the manner referred to in the Registration Statement, will be legally
and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
/s/ Wilson, Sonsini, Goodrich & Rosati
--------------------------------------
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated April 30, 1999
included in Sanmina Corporation's Form 10-K/A for the year ended September 30,
1998 and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
San Jose, California
July 29, 1999
