<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1999
REGISTRATION NO. 333-_____
================================================================================
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
SANMINA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
-----------------------------
<TABLE>
<S> <C>
DELAWARE 77-0228183
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
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355 EAST TRIMBLE ROAD
SAN JOSE, CA 95131
(408) 954-5500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
-----------------------------
JURE SOLA
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SANMINA CORPORATION
355 EAST TRIMBLE ROAD
SAN JOSE, CA 95131
(408) 954-5500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
===================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
===================================================================================================
<S> <C> <C> <C> <C>
Common Stock
$0.01 par value per share 500,000 shares $65 32,500,000 $9,035
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</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee based on the average of the high and low prices of the
Common Stock as reported on the Nasdaq National Market on January 26, 1999
pursuant to Rule 457(c).
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.
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<PAGE> 2
THE INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE
AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PRELIMINARY PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JANUARY 28, 1999
SANMINA CORPORATION
500,000 SHARES
COMMON STOCK
This Prospectus relates to 500,000 shares of Sanmina Common Stock, $0.01
par value, (the "Shares") which may be offered for the account of several
stockholders of Sanmina (the "Selling Stockholders") and will not be
underwritten. The 500,000 Shares being registered hereby were issued to the
Selling Stockholder when we acquired Telo Electronics, Incorporated ("Telo")
through a merger of one of our subsidiaries, SANM Acquisition Subsidiary, Inc.,
into Telo. The Shares were issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").
The Selling Stockholders may sell the Shares from time to time on the
over-the-counter market in regular brokerage transactions, in transactions
directly with market makers or in certain privately negotiated transactions. We
will not receive any proceeds from the sale of the Shares by the Selling
Stockholders. We have agreed to pay certain expenses of the Selling
Stockholders. See "Plan of Distribution."
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of the Shares
may be deemed to be an "Underwriter" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Plan of Distribution"
for a description of indemnification arrangements.
Our Common Stock is quoted on the Nasdaq National Market System (the
"Nasdaq") under the symbol "SANM". On January 26, 1999, the last sale price of
our Common Stock on the Nasdaq was $65 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS FOR A DISCUSSION
OF MATERIAL RISKS INFORMATION THAT YOU SHOULD CONSIDER IN CONNECTION WITH THE
PURCHASE OF SECURITIES OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 28, 1999
<PAGE> 3
TABLE OF CONTENTS
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Page
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AVAILABLE INFORMATION........................................................ 1
INFORMATION INCORPORATED BY REFERENCE........................................ 1
THE COMPANY.................................................................. 2
RISK FACTORS................................................................. 3
USE OF PROCEEDS.............................................................. 6
INDEMNIFICATION OF OFFICERS AND DIRECTORS.................................... 6
SELLING STOCKHOLDER.......................................................... 6
PLAN OF DISTRIBUTION......................................................... 7
LEGAL MATTERS................................................................ 7
EXPERTS...................................................................... 8
ADDITIONAL INFORMATION....................................................... 8
</TABLE>
<PAGE> 4
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED HEREBY, NOR DOES
IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SHARES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL
TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files proxy statements, reports and other information with the
Securities and Exchange Commission (the "Commission"). This filed material can
be inspected and copied 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. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The public 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 the Company and other companies that file electronically with the
Commission.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission File No.
0-21272 are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended September
30, 1998, filed December 21, 1998.
2. The Company's Current Report on Form 8-K filed December 14, 1998.
3. The Company's Proxy Statement on Form DEF 14A filed December 30, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference in this Prospectus. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part hereof, except
as so modified or superseded.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of such person, a copy of any or all of the documents incorporated by
reference, other than exhibits to such documents. 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.
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<PAGE> 5
SPECIAL NOTE: THE FOLLOWING DISCUSSION CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS
OR EVENTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN SUCH FORWARD-LOOKING
STATEMENTS. POTENTIAL RISKS AND UNCERTAINTIES INCLUDE, WITHOUT LIMITATION, THOSE
FACTORS BELOW UNDER THE HEADING "RISK FACTORS."
THE COMPANY
Sanmina Corporation ("Sanmina" or "the Company") is a leading independent
provider of customized integrated electronic manufacturing services ("EMS"),
including turnkey electronic assembly and manufacturing management services, to
original equipment manufacturers ("OEM") in the electronics industry. Sanmina's
electronics manufacturing services consist primarily of the manufacture of
complex printed circuit board assemblies using surface mount ("SMT") and
pin-through hole ("PTH") interconnection technologies, the manufacture of custom
designed backplane assemblies, fabrication of complex multi-layered printed
circuit boards, and testing and assembly of completed systems. In addition to
assembly, turnkey manufacturing management also involves procurement and
materials management, as well as consultation on printed circuit board design
and manufacturing.
Sanmina, through its Sanmina Cable Systems ("SCS") subsidiary (formerly
known as Golden Eagle Systems), also manufacturers custom cable and wire harness
assemblies for electronic industry OEMs. As part of the Elexsys International
("Elexsys") acquisition completed in November 1997, the Company acquired and
currently operates a metal stamping and plating business.
SMT and PTH printed circuit board assemblies are printed circuit boards on
which various electronic components, such as integrated circuits, capacitors,
microprocessors and resistors have been mounted. These assemblies are key
functional elements of many types of electronic products. Backplane assemblies
are large printed circuit boards on which connectors are mounted to interconnect
printed circuit boards, integrated circuits and other electronic components.
Interconnect products manufactured by Sanmina generally require greater
manufacturing expertise and have shorter delivery cycles than mass produced
interconnect products and therefore typically have higher profit margins.
Sanmina's customers include leading OEMs in the telecommunications,
networking (data communications), industrial and medical instrumentation and
high-speed computer systems sectors. Sanmina's assembly plants are located in
Northern California, Richardson, Texas, Manchester, New Hampshire, Durham, North
Carolina, Guntersville, Alabama, and Dublin, Ireland. Sanmina's printed circuit
board fabrication facilities are located in Northern California, Southern
California, Nashua, New Hampshire, and Peterborough, England. SCS's
manufacturing facility is located in Carrollton, Texas. In addition, as a result
of Sanmina's recent acquisition of Altron Inc. ("Altron"), Sanmina has added new
fabrication and assembly plants in the Boston Massachusetts area, Northern
California, and Richardson, Texas.
Sanmina was formed in 1989 to acquire the printed circuit board and
backplane operations of its predecessor company, which has been in the printed
circuit board and backplane business since 1980. Sanmina's principal offices are
located at 355 East Trimble Road, San Jose, California 95131. Sanmina's
telephone number is (408) 954-5500.
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RISK FACTORS
This Prospectus (including the documents incorporated by reference in this
Prospectus) 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, including, without limitation, statements regarding the Company's
expectations, beliefs, intentions or future strategies. All forward looking
statements included in this document are based on information available to the
Company on the date of this Prospectus, and the Company assumes no obligation to
update any such forward looking statements. Actual results could differ
materially from those projected in the forward looking statements as a result of
the risk factors set forth below and in the documents incorporated by reference
in this Prospectus. In addition to the information set forth in this report and
in the documents incorporated herein by reference, the following factors should
be carefully considered by prospective investors in the Company's securities.
Dependence on Electronics Industry. Sanmina's business is heavily dependent
on the health of the electronics industry. Sanmina's customers are manufacturers
in the telecommunications, networking (data communications), industrial and
medical instrumentation and 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. Sanmina's
customers can discontinue or modify products containing components manufactured
by Sanmina. Such discontinuance or modification could adversely affect Sanmina's
results of operations. The electronics industry is also subject to economic
cycles and has in the past experienced, and is likely in the future to
experience, 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 typically does not obtain long-term
volume purchase contracts from its customers and has recently experienced
reduced lead times in customer orders. Customer orders may be canceled and
volume levels may be changed or delayed. In particular, Sanmina experienced
certain cancellation and rescheduling of shipment dates of customer orders
during the fourth fiscal quarter of 1998. The timely replacement of canceled,
delayed or reduced contracts with new business cannot be assured.
Factors Affecting Operating Results. Sanmina's results of operations have
varied and may continue to fluctuate significantly from period to period,
including on a quarterly basis. Sanmina's operating results are affected by a
number of factors. These factors include timing of orders from major customers,
mix of product ordered by and shipped to major customers, the volume of orders
as related to Sanmina's capacity, the ability of Sanmina to effectively manage
inventory and fixed assets, and the ability of Sanmina to time expenditures in
anticipation of future sales. Sanmina's results are also affected by the mix of
products between backplane assemblies and printed circuit boards. Sanmina's
results are also affected by general economic conditions in the electronics
industry. Sanmina's results can also be significantly influenced by development
and introduction of new products by Sanmina's customers. From time to time,
Sanmina experiences changes in the volume of sales to each of its principal
customers, and operating results may be affected on a period-to-period basis by
these changes. Sanmina's customers generally require short delivery cycles, and
a substantial portion of Sanmina's 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. Sanmina's backlog also affects its ability to plan
production and inventory levels, which could lead to fluctuations in operating
results. In addition, 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 Sanmina's results of operations. 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 Sanmina Common Stock.
Competition and Technological Change. The electronic interconnect
product industry is highly fragmented and it is characterized by intense
competition. Sanmina competes in the technologically advanced
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<PAGE> 7
segment of the interconnect product market, which is also highly competitive but
is much less fragmented than the industry as a whole. Sanmina's competitors
consist primarily of larger manufacturers of interconnect products, and some of
these competitors have greater manufacturing and financial resources than
Sanmina as well as greater SMT assembly capacity. As a participant in the
interconnect industry, Sanmina must continually develop improved manufacturing
processes to accommodate its customers' needs for increasingly complex products.
During periods of recession in the electronics industry, Sanmina's competitive
advantages in the areas of quick turnaround manufacturing and responsive
customer service may be of reduced importance to electronics OEMs, who may
become more price sensitive. In addition, captive interconnect product
manufacturers seek orders in the open market to fill excess capacity, thereby
increasing price competition. Sanmina 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.
Risks Associated with Acquisitions and Expansions. Sanmina has, for the
past several fiscal years, pursued a strategy of growth. This growth has come in
part through acquisitions. These acquisitions have involved both acquisitions of
entire companies, such as the June 1995 acquisition of Assembly Solutions in
Manchester, New Hampshire, the January 1996 acquisition of Golden Eagle Systems,
now known as Sanmina Cable Systems, the November 1997 merger with Elexsys, the
February 1998 acquisition of Pragmatech, the November 1998 merger with Altron
and the December 1998 merger with Telo. In addition, Sanmina has acquired
several smaller operations and companies and has in other instances acquired
selected assets, principally equipment, inventory and customer contracts and, in
certain cases, facilities or facility leases. Acquisitions of this nature
completed by Sanmina include 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, Sanmina has also grown its operations through internal expansion,
such as the opening of its Richardson, Texas assembly facility, its Durham,
North Carolina assembly facility and its Dublin, Ireland assembly facility.
Acquisitions of companies and businesses and expansion of operations involves
certain risks, including the following:
o the potential inability to successfully integrate acquired operations
and businesses or to realize anticipated synergies, economies of scale
or other value,
o diversion of management's attention,
o difficulties in scaling up production at new sites and coordinating
management of operations at new sites,
o loss of key employees of acquired operations.
Accordingly, Sanmina may experience problems in integrating operations
associated with any of its recent or future acquisitions. Accordingly, there can
be no assurance that any acquisition will result in a positive contribution to
Sanmina's results of operations. Furthermore, there can be no assurance that
Sanmina will realize value from any such acquisition, which equals or exceeds
the consideration paid. In particular, the successful combination of Sanmina and
Altron will require substantial effort from each company, including the
integration and coordination of sales and marketing efforts. The diversion of
the attention of management and any difficulties encountered in the transition
process, including, the interruption of, or a loss of momentum in, Altron's
activities, problems associated with integration of management information and
reporting systems, and delays in implementation of consolidation plans, could
have an adverse impact on Sanmina's ability to realize the anticipated benefits
of the Merger. Therefore, there can be no assurance that Sanmina will realize
any of these anticipated benefits. In addition, there can be no assurance that
Sanmina will realize anticipated strategic and other benefits from expansion of
existing operations to new sites. Any such problems could have a material
adverse effect on Sanmina's business, financial condition and results of
operations. In addition, future acquisitions by Sanmina 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 have a material
adverse effect on Sanmina's business, financial condition and results of
operations.
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<PAGE> 8
Risks Associated with International Operations. Sanmina opened its first
overseas facility, located in Dublin, Ireland, in June 1997. In addition,
Sanmina has obtained a printed circuit board fabrication facility in
Peterborough, England as a result of the acquisition of Elexsys. 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, and difficulties in staffing, coordinating
communications among and managing international operations. Additionally,
Sanmina's business, financial condition and results of operations may be
adversely affected by fluctuations in international currency exchange rates as
well as increases in duty rates, difficulties in obtaining export licenses,
constraints on its ability to maintain or increase prices, and competition.
There can be no assurance that Sanmina will realize the anticipated strategic
benefits of its expansion in Ireland or that Sanmina's international operations
will contribute positively to Sanmina's business, financial condition and
results of operations. Furthermore, difficulties encountered in scaling up
production at overseas facilities or in coordinating Sanmina's United States and
international operations, as well as any failure of the international operations
to realize anticipated revenue growth, could, individually or in the aggregate,
have a material adverse effect on Sanmina's business, financial condition and
results of operations.
Sanmina is subject to risks related to Year 2000 problems. Many currently
installed computer systems and software products are coded to accept only two
digit entries in the date code field. As the Year 2000 approaches, these code
fields will need to accept four digit entries to distinguish years beginning
with "19" from those beginning with "20." As a result, in less than one year,
computer systems and/or software products used by many companies may need to be
upgraded to comply with such Year 2000 requirements. 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. Sanmina is requesting 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. However, the response of those third parties is
beyond Sanmina's control. To the extent that Sanmina does not receive adequate
responses by February 28, 1999, it is prepared to develop contingency plans,
with completion of these plans scheduled for no later than March 31, 1999. At
this time, Sanmina cannot estimate the additional cost, if any, that might
develop from such contingency plans. Breakdowns in 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 completed compliance
solutions or work arounds by January 31, 1999, and intends to complete
compliance testing by June 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 $1.1 million.
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Possible Volatility of Stock Price. The trading price of the Sanmina Common
Stock has been and could in the future be subject to significant fluctuations in
response to variations in quarterly operating results, developments in the
electronics industry, general economic conditions, changes in securities
analysts' recommendations regarding Sanmina's securities and other factors. In
addition, the stock market in recent years has experienced significant price and
volume fluctuations which have affected the market prices of technology
companies and which 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
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholders in the offering.
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 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, as amended (the "Securities
Act"). Article X of the Company's Bylaws provide for indemnification of its
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 directors, officers and controlling persons
of the Company, the Company has been advised that in the opinion of the
Commission, such indemnification is against public policy, as stated by the
Commission, and is, therefore, unenforceable.
SELLING STOCKHOLDERS
The following table sets forth certain information as of December 29, 1998
with respect to each Selling Stockholder:
<TABLE>
<CAPTION>
SHARES
OFFERED SHARES BENEFICIALLY
NAME OF SELLING STOCKHOLDER HEREBY(1) OWNED AFTER OFFERING(1)(2)
- --------------------------- --------- --------------------------
Number Percent
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S. Zafar Jafri............................... 500,000 450,000 *
=======
</TABLE>
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* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules and
regulations of the Commission and generally includes voting or investment
power with respect to securities. Information with respect to beneficial
ownership is based on information as of December 29, 1998 and assumes that
there is outstanding an aggregate of 55,774,739 shares of Common Stock. As
of December 29, 1998, no options had been issued to the Selling
Stockholders named in this Prospectus. Except as subject to community
property laws where applicable, the Company believes based on information
furnished by the Selling Stockholders that the person named in the above
table above has sole voting and investment power with respect to all shares
of Common Stock shown as beneficially owned by him.
(2) Assumes the sale of all Shares offered by this Prospectus and no other
purchases or sales of Sanmina Common Stock. See "Plan of Distribution."
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PLAN OF DISTRIBUTION
The Selling Stockholders may sell the Shares in whole or in part, 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, with respect to the sale of the
Shares in amounts customary for the type of transaction effected. The Selling
Stockholders will also pay all applicable transfer taxes and all fees and
disbursements of counsel for the Selling Stockholders incurred in connection
with the sale of shares.
The Selling Stockholders have advised the Company that during such time as
the Selling Stockholders may be engaged in the attempt to sell Shares registered
hereunder, that they will:
(i) not engage in any stabilization activity in connection with any of the
Company's securities;
(ii) cause to be furnished to each person to whom Shares included in this
Prospectus may be offered, and to each broker-dealer, if any, through
whom Shares are offered, such copies of this Prospectus, as
supplemented or amended, as may be required by such person; and
(iii) not bid for or purchase any of the Company's securities or any rights
to acquire the Company's securities, or attempt to induce any person
to purchase any of the Company's securities or rights to acquire the
Company's securities other than as permitted under the Exchange Act.
The Selling Stockholders, and any other persons who participate in the sale
of the Shares, may be deemed to be "Underwriters" as defined in the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
persons, and any profits received on resale of the Shares, may be deemed to be
underwriting discounts and commissions under the Securities Act.
With regard to the Shares, the Company has agreed to maintain the
effectiveness of this Registration Statement until two years after the effective
date of this Registration Statement or less if the distribution described herein
has become effective.
The Company 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. The Company has
agreed to indemnify the Selling Stockholders against certain liabilities,
including liabilities under the Securities Act. The Selling Stockholders have
agreed to indemnify the Company against certain liabilities, including
liabilities under the Securities Act.
LEGAL MATTERS
Certain legal matters with respect to the legality of the issuance of the
Common Stock offered hereby will be passed upon for the Company by Wilson
Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo
Alto, California 94304.
-7-
<PAGE> 11
EXPERTS
The 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 herein in reliance upon the authority of said firm as experts in giving
said reports.
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement on Form S-3
(referred to, together with all amendments and exhibits, as the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the shares
of Common Stock offered hereby, reference is hereby made to the Registration
Statement. Statements contained herein concerning the provisions of any document
are not necessarily complete, and each such statement is qualified in its
entirety by reference to the copy of such document filed with the Commission.
-8-
<PAGE> 12
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 9,035
Legal Fees and Expenses 10,000
Accounting Fees and Expenses 8,000
Miscellaneous 2,500
------
Total 29,535
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933. Article X, Section 1 of the
Registrant's Bylaws provide for indemnification of its directors and officers to
the maximum extent permitted by law.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C>
2.1 Registration Rights Agreement dated December 28, 1998 among Sanmina
Corporation and the signatory listed thereon.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-3).
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the 1933
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
II-1
<PAGE> 13
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> 14
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 27th day of
January 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, each with full power of substitution, for
him in any and all capacities, 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 January 27, 1999
- -------------------------------- Chief Executive Officer
JURE SOLA (Principal Executive Officer)
/s/ Bernard J. Whitney Executive Vice President January 27, 1999
- -------------------------------- and Chief Financial Officer
BERNARD J. WHITNEY (Principal Financial and
Accounting Officer)
/s/ Bernard V. Vonderschmitt Director January 27, 1999
- --------------------------------
BERNARD V. VONDERSCHMITT
/s/ John C. Bolger Director January 27, 1999
- --------------------------------
JOHN C. BOLGER
/s/ Neil R. Bonke Director January 27, 1999
- --------------------------------
NEIL R. BONKE
/s/ Mario M. Rosati Director January 27, 1999
- --------------------------------
MARIO M. ROSATI
/s/ Samuel Altschuler Director January 27, 1999
- --------------------------------
SAMUEL ALTSCHULER
</TABLE>
II-3
<PAGE> 15
LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C>
2.1 Registration Rights Agreement dated December 28, 1998 among Sanmina
Corporation and the signatory listed thereon.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-3).
</TABLE>
<PAGE> 1
EXHIBIT 2.1
REGISTRATION RIGHTS AGREEMENT
This Agreement is made as of December 28, 1998 by and among Sanmina
Corporation, a Delaware corporation (the "Company") and each of the individual
signatories hereto (individually, a "Holder").
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 any Common Stock of the Company issued
to Holder in connection with the Agreement and Plan of Merger dated as of
December 28, 1998 by and among the Company, SANM Acquisition Subsidiary, Inc.
and Telo Electronics, Inc. and owned by the Holder.
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 hereof,
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 Holder (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.
"Selling Expenses" shall mean selling commissions and stock transfer
taxes applicable to the securities registered by the Holder.
1.1 Registration on Form S-3. Parent shall prepare and file within 30
days after the Effective Time (as defined in that certain Agreement of Plan of
Merger dated as of December 28, 1998) a registration statement on Form S-3 under
the Securities Act covering up to 500,000 shares of Parent Common Stock issued
pursuant to the Merger and held by signatory(ies) to the Registration Rights
Agreement as of the filing date.
1.2 Expenses of Registration. The Company shall bear all Registration
Expenses in connection with the registration exclusive of any Selling Expenses.
All Selling Expenses relating to securities registered on behalf of the Holder
shall be borne by the Holder; provided, however, that the Company shall not be
required to pay for any expenses of a registration proceeding if the
registration request is subsequently withdrawn at the request of the Holder (in
which case the Holder shall bear such expenses) unless the
1
<PAGE> 2
withdrawal is based upon material adverse information concerning the Company of
which Holder was not aware at the time of the registration.
1.3 Registration Procedures. In the case of the registration,
qualification or compliance effected by the Company pursuant to this Section 1,
the Company will keep the Holder 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 for two years or less (but
not less than one year) 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 Holder such reasonable number of copies of
the registration statement, preliminary prospectus, final prospectus and such
other documents as Holder 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 Holder,
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 Holder 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 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 Holder 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 Holder, addressed to the Holder 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 Holder, addressed to the Holder.
1.4 Temporary Cessation of Offers and Sales. The Holder 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 Holder 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 Holder notice of the suspension of the use of
said prospectus and ending at the time the Company gives the Holder notice that
the Holder 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
2
<PAGE> 3
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 1.3,
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 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 Holder specifically for use therein, or the failure of the
Holder to deliver a prospectus that was delivered to the Holder prior to a sale
or sales by such Holder.
(b) The Holder will, if Registrable Securities held by the
Holder 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 Holder
specifically for use therein. Notwithstanding the foregoing, the liability of
the Holder 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 Holder 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
Holder from the sale of Registrable Securities covered by such registration
statement. The Holder 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 Holder greater than
the Holder's 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
3
<PAGE> 4
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 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 Holder 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 Holder, 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 Holder 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 Holder shall not be required to contribute any amount in excess
of 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 Holder. The Holder of Registrable Securities
included in any registration shall furnish to the Company such information
regarding the Holder, and the Registrable Securities held by him 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 Termination of Registration Rights. The rights granted under
Section 1 of this Agreement shall terminate on the first anniversary of the
effective date of this Agreement unless the time period during which the Company
is required to maintain the effectiveness of a registration statement under this
Agreement shall be tolled in accordance with the provision herein, in which case
such termination date shall be extended for a time period identical to such
tolled period. Notwithstanding the foregoing, the rights of Holder under Section
1 shall terminate if Holder (together with his affiliates) holds less than 1% of
the Company's outstanding Common Stock and all Registrable Securities held by
and issuable to Holder (and his affiliates) may be sold under Rule 144 or Rule
145 during any ninety (90) day period.
1.8 Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Agreement may be
assigned by Holder to a transferee or assignee of
4
<PAGE> 5
Registrable Securities which is a family member of Holder or trust for the
benefit of Holder; 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.
1.9 SEC Reporting. With a view to making available to the Holder 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 Holder owns any Registrable securities,
furnish to Holder forth with 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 December 28, 1998 by and among the Company, Acquisition Sub, Inc. and Telo
Electronics Incorporated. 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-class, certified
or registered, postage prepaid, addressed (a) if to Holder, at such address as
Holder shall have furnished the Company in writing, or, until any such Holder so
furnishes an address to the Company, then to and at the address of the last
Holder 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
Holder. 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.
5
<PAGE> 6
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.
[Remainder of page intentionally left blank.]
6
<PAGE> 7
The foregoing Registration Rights Agreement is hereby executed as of the
date first above written.
"COMPANY"
SANMINA CORPORATION,
a Delaware corporation
By: /s/ Bernard J. Whitney
-----------------------
Bernard J. Whitney
"HOLDER"
By: /s/ S. Zafar Jafri
-----------------------
S. Zafar Jafri
7
<PAGE> 1
EXHIBIT 5.1
OPINION OF COUNSEL
January 28, 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 500,000 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,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<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 October 23, 1998
(except for the matter discussed in Note 11, as to which the date is November
30, 1998) included in Sanmina Corporation's Form 10-K 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
January 27, 1999
