<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 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 749,998 shares $63.875 $47,906,122.25 $13,317.90
=============================================================================================================
</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 April 13, 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 APRIL 14, 1999
749,998 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 April 13, 1999, the average for the high and low price of our common
stock on the Nasdaq was $63.875 per share.
The selling stockholders, who acquired these shares when Sanmina acquired
Manutronics, Inc., 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 April 14, 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
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
May 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.
In the worst case scenario, 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
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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.
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 April 13, 1999. It assumes that there is outstanding an
aggregate of 57,088,065 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 "selling stockholders." The following table sets forth certain information as
of April 13, 1999 with respect to each 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, 661,764 1,740(1) -(2)
Trustee of the Roger R. Mayer Revocable
Living Trust dated 10/2/96, and as it may be
subsequently be amended
Elizabeth K. Mayer 44,117 0 0
Katherine A. Morrone 44,117 0 0
</TABLE>
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(1) Reflects shares purchased by Mr. Mayer in the open market.
(2) Less than one percent
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:
- 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 stockholders 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 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
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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 March 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:
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.
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3. Our Proxy Statement for our 1999 meeting of stockholders filed
December 30, 1998.
4. Our Quarterly Report on Form 10-Q for the quarter ended January 2,
1999.
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 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
-----------------
<S> <C>
Registration Fee 13,317.90
Legal Fees and Expenses 10,000.00
Accounting Fees and Expenses 5,000.00
Miscellaneous 2,500.00
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Total 30,817.90
</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>
2.1 Registration Rights Agreement dated March 30, 1999 among
Sanmina Corporation and the signatories 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>
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;
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(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.
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<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 14th of April
1999.
SANMINA CORPORATION
/s/ Bernard J. Whitney
---------------------------------
Bernard J. Whitney
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints,
jointly and severally, Bernard J. Whitney 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 April 14, 1999
- ------------------------------ Executive Officer
JURE SOLA (Principal Executive Officer)
/s/ Bernard J. Whitney Executive Vice President and Chief April 14, 1999
- ------------------------------ Financial Officer
BERNARD J. WHITNEY (Principal Financial and
Accounting Officer)
/s/ Bernard V. Vonderschmitt Director April 14, 1999
- ------------------------------
BERNARD V. VONDERSCHMITT
/s/ John C. Bolger Director April 14, 1999
- ------------------------------
JOHN C. BOLGER
/s/ Neil R. Bonke Director April 14, 1999
- ------------------------------
NEIL R. BONKE
/s/ Mario M. Rosati Director April 14, 1999
- ------------------------------
MARIO M. ROSATI
/s/ Samuel Altschuler Director April 14, 1999
- ------------------------------
SAMUEL ALTSCHULER
By /s/ Bernard J. Whitney
-------------------------
Bernard J. Whitney
(Attorney-In-Fact)
</TABLE>
II-3
<PAGE> 16
LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF
NUMBER EXHIBIT
------- --------------
<S> <C>
2.1 Registration Rights Agreement dated March 30, 1999 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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<PAGE> 1
EXHIBIT 2.1
REGISTRATION RIGHTS AGREEMENT
This Agreement is made as of March 30, 1999 by and among Sanmina
Corporation, a Delaware corporation (the "Company") and The Roger R. Mayer
Revocable Living Trust Dated 10/2/96, Elizabeth K. Mayer and Katherine A.
Morrone (the "Holders").
AGREEMENT
1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:
"Commission" shall mean the United States Securities and Exchange
Commission or any other Federal agency at the time administering the Securities
Act of 1933, as amended.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.
"Registrable Securities" means (i) any Common Stock of the Company
issued to Holders in connection with the Agreement and Plan of Merger dated as
of March 30, 1999 by and among the Company, SANM Acquisition Subsidiary, Inc.
and Manutronics, Inc. and owned by the Holders and (ii) any Common Stock of the
Company issued to Holders in connection with the purchase of certain real
property (the "Property Purchase") from one or more of the Holders pursuant to
that certain Lease Agreement dated March ___, 1999.
The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
"Registration Expenses" shall mean all expenses, except as otherwise
stated below, incurred by the Company in complying with Section 1 herof,
including, without limitation, all registration, qualification and filing fees,
printing expenses, escrow fees, fees and disbursements of counsel for the
Company, blue sky fees and expenses, the expense of any special audits incident
to or required by any such registration, including legal fees and expenses of
one counsel to Holders (but excluding the compensation of regular employees of
the Company which shall be paid in any event by the Company).
"Securities Act" shall mean the United States Securities Act of 1933, as
amended, or any similar Federal Statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
II-5
<PAGE> 2
"Selling Expenses" shall mean selling commissions and stock transfer
taxes applicable to the securities registered by the Holders.
1.1. Registration on Form S-3. Parent shall prepare and file within 15
days after the Closing Date a registration statement on Form S-3 under the
Securities Act covering the Consideration Common issued pursuant to the Merger
and held by signatory(ies) to the Registration Rights Agreement as of the filing
date. In the event Parent issues shares of Common Stock in connection with the
Property Purchase, Parent shall prepare and file within 15 days after the date
of closing of the Property Purchase a registration statement on Form S -3 under
the Securities Act covering the shares of Common Stock issued in connection with
the Property Purchase and held by signatory(ies) to the Registration Rights
Agreement as of the date of filing of such registration statement.
1.2. Expenses of Registration. The Company shall bear all Registration
Expenses in connection with the registrations exclusive of any Selling Expenses.
All Selling Expenses relating to securities registered on behalf of the Holders
shall be borne by the Holders.
1.3. Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Section 1,
the Company will keep the Holders advised in writing as to the initiation of the
registration, qualification and compliance and as to the completion thereof. At
its expense the Company will:
(a) Prepare and file with the Commission a registration statement
with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective until that date one year
following the Effective Time or less if the distribution described in the
Registration Statement has been completed.
(b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.
(c) Furnish to the Holders such reasonable number of copies of
the registration statement, preliminary prospectus, final prospectus and such
other documents as Holders may reasonably request in order to facilitate the
public offering of such securities.
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holders,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
(e) Notify the Holders of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such
II-6
<PAGE> 3
registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.
(f) Furnish, at the request of the Holders on the date that the
registration statement with respect to such securities becomes effective, (i) an
opinion, dated as of such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering and reasonably satisfactory to
the Holders, addressed to the Holders and (ii) a letter dated as of such date,
from the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in connection with an underwritten public offering and reasonably
satisfactory to the Holders, addressed to the Holders.
1.4. Temporary Cessation of Offers and Sales. The Holders acknowledges
that there may occasionally be times when the Company may be required to suspend
the use of the prospectus forming part of the registration statement until such
time as an amendment to the registration statement has been filed by the Company
and declared effective by the Commission, until the prospectus is supplemented
or amended to comply with the Securities Act, or until such time as the Company
has filed an appropriate report with the Commission pursuant to the Exchange
Act. The Holders hereby covenants that it will not sell any Registrable
Securities pursuant to said prospectus during the period commencing at the time
at which the Company gives the Holders notice of the suspension of the use of
said prospectus and ending at the time the Company gives the Holders notice that
the Holders may thereafter effect sales pursuant to said prospectus, as the same
may have been supplemented or amended. In the event of any suspension of use of
a registration statement pursuant to this paragraph, the time period during
which the Company is obligated to maintain the effectiveness of such
registration statement pursuant to this Agreement shall be tolled for the
duration of the period during which use of the registration statement was
suspended.
1.5. Indemnification.
(a) The Company will indemnify each Holder within the meaning of
Section 15 of the Securities Act, with respect to which registration,
qualification or compliance has been effected pursuant to this Section 1.5,
against all expenses, claims, losses, damages or liabilities (or actions in
respect thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made,
not misleading, or any violation by the Company of the Securities Act or any
rule or regulation promulgated under the Securities Act applicable to the
Company in connection with any such registration, qualification or compliance,
and the Company will reimburse each Holder, for any legal and any other expenses
reasonably incurred in connection with investigating, preparing or defending any
such claim, loss, damage, liability or action, provided
II-7
<PAGE> 4
that the Company will not be liable in any such case to the extent that any such
claim, loss, damage, liability or expense arises out of or is based on any
untrue statement or omission or alleged untrue statement or omission, made in
reliance upon and in conformity with written information furnished to the
Company by an instrument duly executed by the Holders specifically for use
therein, or the failure of the Holders to deliver a prospectus that was
delivered to the Holders prior to a sale or sales by such Holders.
(b) The Holders will, if Registrable Securities held by the
Holders are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors and officers, each person who controls the Company within the
meaning of Section 15 of the Securities Act, against all claims, losses, damages
and liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company, such directors, officers, persons,
or control persons for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holders
specifically for use therein. Notwithstanding the foregoing, the liability of
the Holders under this subsection (b) shall be limited to the proportion of any
such loss, claim, damage, liability or expense which is equal to the proportion
that the public offering price of the shares sold by such Holders under such
registration statement bears to the total public offering price of all
securities sold thereunder, but not to exceed the proceeds received by such
Holders from the sale of Registrable Securities covered by such registration
statement. The Holders will not be required to enter into any agreement or
undertaking in connection with any registration under this Section 1 providing
for any indemnification or contribution on the part of such Holders greater than
the Holders' obligations under this Section 1.5(b).
(c) Each party entitled to indemnification under this Section 1.5
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Section 1 unless the failure to give such notice is
materially prejudicial to an Indemnifying Party's ability to defend such action
and provided further, that the Indemnifying Party shall not assume the defense
for matters as to which the Indemnified Party in good faith concludes there is
an actual or potential conflict of interest or separate and different defenses
but shall bear the
II-8
<PAGE> 5
expense of such defense nevertheless. No Indemnifying Party, in the defense of
any such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.
(d) If the indemnification provided for paragraphs (a) through
(c) of this Section 1.5 is unavailable or insufficient to hold harmless an
indemnified party under such paragraphs in respect of any losses, claims,
damages or liabilities or actions in respect thereof referred to therein, then
each indemnifying party shall in lieu of indemnifying such indemnified party
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or actions in such proportion as
appropriate to reflect the relative fault of the Company, on the one hand, and
the Holders of such Registrable Securities, on the other, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or actions as well as any other relevant equitable considerations,
including the failure to give any notice under paragraph (c). The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact relates to information supplied by
the Company, on the one hand, or the Holders, on the other, and to the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Holders agree that it
would not be just and equitable if contributions pursuant to this paragraph were
determined by pro rata allocation or by any other method of allocation which did
not take account of the equitable considerations referred to above in this
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or action in respect thereof, referred to
above in this paragraph, shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
paragraph, the Holders shall not be required to contribute any amount in excess
of the lesser of (i) the proportion that the public offering price of shares
sold by such Holders under such registration statement bears to the total public
offering price of all securities sold thereunder, but not to exceed the proceeds
received by such Holders for the sale of Registrable Securities covered by such
registration statement and (ii) the amount of any damages which they would have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission. No person guilty of fraudulent misrepresentations (within
the meaning of Section 11(f) of the Securities Act), shall be entitled to
contribution from any person who is not guilty of such fraudulent
misrepresentation.
1.6 Information by Holders. The Holders of Registrable Securities
included in any registration shall furnish to the Company such information
regarding the Holders, the Registrable Securities held by him and the
distribution proposed by the Holders as the Company may reasonably request in
writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 1.
1.7 Assignment of Registration Rights. The rights to cause the Company
to register Registrable Securities pursuant to this Agreement may be assigned by
Holders to a transferee or assignee of Registrable Securities which is a family
member of Holders or trust for the benefit of
II-9
<PAGE> 6
Holders; provided, however, (A) the transferor shall, within ten (10) days after
such transfer, furnish to the Company written notice of the name and address of
such transferee or assignee and the securities with respect to which such
registration rights are being assigned and (B) such transferee shall agree to be
subject to all restrictions set forth in this Agreement.
1.8 SEC Reporting. With a view to making available to the Holders the
benefits of certain rules and regulations of the SEC which may permit the sale
of the Registrable Securities to the public without registration, the Company
agrees to use its best efforts to:
(a) Make and keep public information available, as those terms
are understood and defined in SEC Rule 144 or any similar or analogous rule
promulgated under the Securities Act;
(b) File with the SEC, in a timely manner, all reports and other
documents required of the Company under the Exchange Act;
(c) So long as the Holders own any Registrable securities,
furnish to Holders forthwith upon request: a written statement by the Company as
to its compliance with the reporting requirements of said Rule 144 of the
Securities Act, and of the Exchange Act (at any time after it has become subject
to such reporting requirements); a copy of the most recent annual or quarterly
report of the Company; and such other reports and documents as a Holder may
reasonably request in availing itself of any rule or regulation of the SEC
allowing it to sell any such securities without registration.
1.10 Effective Time. This Agreement shall become effective upon the
closing of the merger as described in the Agreement and Plan of Merger dated as
of March 30, 1999 by and among the Company, SANM Acquisition Subsidiary, Inc.
and Manutronics, Inc. In the event such agreement is terminated prior to
consummation of the Merger, this Agreement shall terminate and be of no further
force or effect concurrent with such termination.
2. Miscellaneous.
2.1 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of California as such laws are applied to agreements
between California residents entered into and to be performed entirely within
California.
2.2 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
2.3 Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof.
2.4 Notices. All notices and other communications required or permitted
hereunder shall be effective upon receipt and shall be in writing and may be
delivered in person, by telecopy, electronic mail, overnight delivery service or
U.S. mail, in which event it may be mailed by first-
II-10
<PAGE> 7
class, certified or registered, postage prepaid, addressed (a) if to Holders, at
such address as Holders shall have furnished the Company in writing, or, until
any such Holders so furnishes an address to the Company, then to and at the
address of the last Holders of such securities who has so furnished an address
to the Company, or (b) if to the Company, at its address set forth on the
signature page of this Agreement, or at such other address as the Company shall
have furnished to Holders. Notwithstanding the foregoing, all notices and
communications to addresses outside the United States shall be given by
telecopier and confirmed in writing sent by overnight or two-day courier
service.
2.5 Titles and Subtitles. The titles of the paragraphs and subparagraphs
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
2.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
2.7 Facsimile. Facsimile signatures shall constitute original signatures
for purposes of this Agreement.
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<PAGE> 8
The foregoing Registration Rights Agreement is hereby executed as of the
date first above written.
"COMPANY"
SANMINA CORPORATION,
a Delaware corporation
By: /s/ Randy Furr
----------------------------------
Name:
--------------------------------
Title: President
-------------------------------
"HOLDERS"
THE ROGER R. MAYER REVOCABLE LIVING TRUST
DATED 10/2/96
By: /s/ Roger R. Mayer
----------------------------------
Title: Trustee
-------------------------------
/s/ Elizabeth K. Mayer
-------------------------------------
Elizabeth K. Mayer
/s/ Katherine A. Morrone
-------------------------------------
Katherine A. Morrone
II-12
<PAGE> 1
EXHIBIT 5.1
OPINION OF COUNSEL
April 14, 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 749,998 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
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<PAGE> 1
EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
this Registration Statement and related Prospectus of Sanmina Corporation for
the registration of 749,998 shares of its common stock and to the incorporation
by reference therein of our report dated October 23, 1998 (except for the matter
discussed in Note 11, as to which the date is November 30, 1998), with respect
to the financial statements of Sanmina Corporation included in its Annual Report
(Form 10-K) for the fiscal year ended September 30, 1998, filed with the
Securities and Exchange Commission.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
San Francisco, California
April 14, 1999
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