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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 5, 2000
REGISTRATION NO. 333-39316
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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)
DELAWARE 77-0228183
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RANDY W. FURR
PRESIDENT AND
CHIEF OPERATING OFFICER
SANMINA CORPORATION
2700 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95134
(408) 964-3500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
CHRISTOPHER D. MITCHELL, ESQ.
JON P. LAYMAN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
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 being 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. [ ]
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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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<S> <C> <C> <C> <C>
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM
OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED(1) PER SHARE(1) OFFERING PRICE REGISTRATION FEE(2)
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Common Stock $0.01 par value.............. 2,005,231 shares $83.7813 $168,000,860 $44,352
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of
1933, as amended, based on the average of the high and low sales prices
as reported on the Nasdaq National Market on June 27, 2000.
(2) $40,099 of the registration fee was previously paid.
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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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SEC ACTING PURSUANT TO SAID SECTION
8(a) MAY DETERMINE.
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.
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SUBJECT TO COMPLETION, DATED JULY 5, 2000
2,005,231 SHARES
SANMINA CORPORATION
COMMON STOCK
THE SHARES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 6 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 June 27, 2000, the average for the high and low price of our common
stock on the Nasdaq was $83.7813 per share.
The selling stockholders, who acquired these shares when Sanmina acquired Essex
AB, may offer and sell these shares from time to time.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is July 5, 2000.
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TABLE OF CONTENTS
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Summary..................................................................... 5
Risk Factors................................................................ 6
Use of Proceeds............................................................. 11
Selling Stockholders........................................................ 11
Plan of Distribution........................................................ 12
Legal Matters............................................................... 13
Experts..................................................................... 13
Where You Can Find Additional Information................................... 13
Information Incorporated by Reference....................................... 13
Indemnification of Directors and Officers................................... 16
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You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell shares of common stock and
seeking offers to buy shares of common stock, only in those jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or any sale of our common stock.
In this prospectus, "Sanmina," "we," "us," and "our" refer to Sanmina
Corporation and its subsidiaries.
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PROSPECTUS SUMMARY
You should read the following summary together with the more detailed
information regarding us and the common stock being sold in this offering,
including "Risk Factors" and in the documents incorporated by reference in this
prospectus.
We are a leading independent provider of customized integrated
electronic manufacturing services, known as EMS, including turnkey electronic
assembly and manufacturing management services, to original equipment
manufacturers, or OEMs, in the electronics industry. Our electronics
manufacturing services consist primarily of the manufacture of complex printed
circuit board assemblies using surface mount and pin-through-hole
interconnection technologies, the manufacture of custom designed backplane
assemblies, fabrication of complex multi-layered printed circuit boards,
electronic enclosure systems 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. Through our Sanmina Cable Systems business, we also
manufacture custom cable and wire harness assemblies for electronic industry
OEMs. In addition, we have recently developed an enclosure systems business
which manufactures and assembles metal enclosures that house large electronic
systems and subsystems.
Surface mount and pin-through-hole 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. Our interconnect products generally
require greater manufacturing expertise and have shorter delivery cycles than
mass produced interconnect products and therefore typically have higher profit
margins.
Our customers include leading OEMs in the communications, medical and
industrial instrumentation and high-speed computer sectors. Our principal
customers include Alcatel, Cisco Systems, Motorola, Nortel Networks and Tellabs.
We locate our manufacturing facilities near our customers and,
increasingly, our customers' end users. Our assembly plants are located in
Northern California, Richardson, Texas, the greater Boston, Massachusetts area,
Manchester, New Hampshire, Durham, North Carolina, Guntersville, Alabama,
Calgary, Alberta, Canada and Dublin, Ireland. Our printed circuit board
fabrication facilities are located in Northern California, Southern California,
the greater Boston, Massachusetts area and Nashua, New Hampshire. Sanmina Cable
Systems' principal manufacturing facility is located in Carrollton, Texas. Our
principal enclosure manufacturing facilities are located in the Toronto, Canada
area.
We have pursued and intend to continue to pursue business acquisition
opportunities, particularly when these opportunities have the potential to
enable us to increase our net sales while controlling operating expenses, to
access new customers, technologies or geographic markets, to implement our
vertical integration strategy and to obtain facilities and equipment on terms
more favorable than those generally available in the market. In particular, we
expect that we will continue to pursue opportunities to acquire assembly
operations being divested by electronics industry OEMs, particularly those in
the communications sector.
We were formed in 1989 to acquire the printed circuit board and
backplane operations of our predecessor company, which had been in the printed
circuit board and backplane business since 1980. Our principal offices are
located at 2700 North First Street, San Jose, California 95134. Our telephone
number at this location is (408) 964-3500. Our world wide web site is located at
www.sanmina.com.
Sanmina and the Sanmina logo are trademarks of Sanmina. Trademarks of
other corporations that are referred to in this prospectus are the property of
their respective owners.
RECENT DEVELOPMENTS
In October and November 1999, we completed the acquisition of two former
Nortel Networks electronics assembly operations located in Calgary, Alberta,
Canada and Chateaudun, France for a cash purchase price of approximately $61.4
million. In October 1999, we completed the acquisition of the electronics
enclosure systems business of Devtek Electronics for a purchase price of
approximately $26.5 million. In March 2000, we acquired a printed circuit board
assembly operation located principally in San Antonio, Texas from Harris
Corporation and an electronic enclosure operation located in Clinton, North
Carolina from Alcatel USA. In April 2000, we entered into a merger agreement
with Hadco Corporation, a manufacturer of sophisticated electronic
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interconnect products which operates principally in Salem, New Hampshire.
Completion of the Hadco transaction is subject to several closing conditions,
including the approval of Hadco's stockholders. We expect the Hadco transaction
to be completed in June 2000. In May 2000, we acquired Essex AB, an electronic
manufacturing services supplier with operations in Sundsvall, Sweden and
Aanekoski, Tikkakoski, Finland.
RISK FACTORS
You should carefully consider the following risks before making an
investment decision. The risks described below are not the only ones we face.
Any of the following risks could seriously harm our business, financial
condition and operating results. As a result, these risks could cause the
decline of the trading price of our common stock, and you may lose all or part
of the value of your investment. You should also refer to the other information
set forth in this prospectus.
WE ARE HEAVILY DEPENDENT ON THE ELECTRONICS INDUSTRY, AND CHANGES IN THE
INDUSTRY COULD HARM OUR BUSINESS AND OPERATING RESULTS.
Our business is heavily dependent on the health of the electronics
industry. Our customers are manufacturers in the 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 components manufactured
by us. Any discontinuance or modification of orders or commitments could harm
our operating results. 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 harm our business and operating results.
WE TYPICALLY DO NOT OBTAIN LONG-TERM VOLUME PURCHASE COMMITMENTS FROM CUSTOMERS,
AND CANCELLATIONS AND RESCHEDULING OF PURCHASE ORDERS COULD HARM OUR OPERATING
RESULTS AND CAUSE OUR STOCK PRICE TO DECLINE.
We typically do not obtain long-term volume purchase contracts from our
customers and have recently experienced reduced lead times in customer orders.
Customer orders may be canceled and volume levels may be changed or delayed. For
example, we experienced certain cancellation and rescheduling of shipment dates
of customer orders during the fourth fiscal quarter of 1998. As a result, our
results of operations for that quarter failed to meet the expectations of stock
market analysts, and the price of our common stock declined. We cannot assure
you that we will be able to replace canceled, delayed or reduced contracts with
new business. As a result, future cancellations or rescheduling of orders or
commitments could cause our operating results to be below expectations, which
would likely cause our stock price to decline.
OUR RESULTS OF OPERATIONS CAN BE AFFECTED BY A VARIETY OF FACTORS, WHICH COULD
CAUSE OUR OPERATING RESULTS TO FAIL TO MEET EXPECTATIONS AND OUR STOCK PRICE TO
DECLINE.
Our results of operations have varied and may continue to fluctuate
significantly from period to period, including on a quarterly basis. Our
operating results are affected by a number of factors. These factors include:
- timing of orders from major customers;
- mix of products ordered by and shipped to major customers, including
the mix between backplane assemblies and printed circuit board
assemblies;
- the volume of orders as related to our capacity;
- pricing and other competitive pressures;
- component shortages, which could cause us to be unable to meet
customer delivery schedules;
- our ability to effectively manage inventory and fixed assets; and
- our ability to time expenditures in anticipation of future sales.
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Our results are also affected by general economic conditions in the
electronics industry. Our results can also be significantly influenced by
development and introduction of new products by our customers. From time to
time, we experience changes in the volume of sales to each of our principal
customers, and operating results may be affected on a period-to-period basis by
these changes. Our customers generally require short delivery cycles, and a
substantial portion of our backlog is typically scheduled for delivery within
six months. 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 its ability to plan production
and inventory levels, which could lead to fluctuations in operating results. In
addition, a significant portion of our 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. 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.
WE ARE DEPENDENT ON A SMALL NUMBER OF CUSTOMERS FOR A LARGE PORTION OF OUR
REVENUES, AND DECLINES IN SALES TO MAJOR CUSTOMERS COULD HARM OUR OPERATING
RESULTS.
A small number of customers are responsible for a significant portion of
our net sales. During the first quarter of fiscal year 2000, fiscal year 1999
and fiscal year 1998, sales to our ten largest customers accounted for 62%, 54%
and 53%, respectively, of our net sales. For the first quarter of fiscal 2000,
sales to Nortel Networks and Cisco Systems each represented more than 10% of our
net sales. For fiscal 1999, sales to Cisco Systems represented more than 10% of
our net sales. For fiscal 1998, sales to Cisco Systems and DSC Communications
(now a subsidiary of Alcatel USA) represented more than 10% of our net sales.
Although we cannot assure you that our principal customers will continue to
purchase products and services from us at current levels, if at all, we expect
to continue to depend upon our principal customers for a significant portion of
our net sales. Our customer concentration could increase or decrease, depending
on future customer requirements, which will be dependent in large part on market
conditions in the electronics industry segments in which our customers
participate. The loss of one or more major customers or declines in sales to
major customers could significantly harm our business and operating results and
lead to declines in the price of our common stock.
WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR STRATEGY OF ACQUISITIONS, AND RISKS
ASSOCIATED WITH ACQUISITIONS COULD HARM OUR OPERATING RESULTS AND CAUSE OUR
STOCK PRICE TO DECLINE.
We have, for the past several fiscal years, pursued a strategy of growth
through acquisitions. This growth has come in large part through acquisitions.
These acquisitions have involved both acquisitions of entire companies, such as
the January 1996 acquisition of Golden Eagle Systems, now known as Sanmina Cable
Systems, the November 1997 acquisition of Elexsys International, Inc., the
February 1998 acquisition of Pragmatech, Inc., the November 1998 acquisition of
Altron, Incorporated, the December 1998 acquisition of Telo Electronics, Inc.,
the March 1999 acquisition of Manu-Tronics, Inc. and the May 2000 acquisition
of Essex AB. In April 2000, we also entered into an agreement to acquire Hadco
Corporation.
In addition, we have 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 us
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 October and November 1999, we
acquired electronics assembly operations of Nortel Networks located in Calgary,
Canada and Chateaudun, France. In October 1999, we also acquired the electronics
enclosure systems business of Devtek, located in Toronto, Canada. In March 2000,
we acquired a printed circuit board assembly operation located principally in
San Antonio, Texas from Harris Corporation and an electromechanical assembly
operation located in Clinton, North Carolina from Alcatel USA. Acquisitions of
companies and businesses and expansion of operations involves certain risks,
including the following:
- 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;
- difficulties in scaling up production at new sites and coordinating
management of operations at new sites;
- the possible need to restructure, modify or terminate customer
relationships of the acquired company; and
- loss of key employees of acquired operations.
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Accordingly, we may experience problems in integrating the recently
acquired operations or operations associated with any future acquisition. We
therefore can not assure you that any recent or future acquisition will result
in a positive contribution to our results of operations. Furthermore, we can not
assure you that we will realize value from any acquisition which equals or
exceeds the consideration paid. In particular, the successful combination of us
and any businesses we acquire in the future 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, the activities of any future acquisition, problems associated
with integration of management information and reporting systems, and delays in
implementation of consolidation plans, could harm our ability to realize the
anticipated benefits of any future acquisition. Any failure of ours to realize
the anticipated benefits of our acquisitions could harm our business and
operating results, and could cause the price of our common stock to decline. In
addition, 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 harm our business and operating
results and cause the price of our common stock to decline.
In addition, we have pursued and expect to continue to pursue
opportunities to acquire assembly operations being divested by electronics
industry OEMs. We expect that competition for these opportunities among
electronics manufacturing services firms will be intense because these
transactions typically enable the acquiror to enter into long-term supply
arrangements with the divesting OEM. Accordingly, our future results of
operations could be harmed if we are not successful in attracting a significant
portion of the OEM divestiture transactions we pursue. In addition, due to the
large scale and long-term nature of supply arrangements typically entered into
in OEM divestiture transactions and because cost reductions are generally a
major reason why the OEM is divesting operations, pricing of manufacturing
services may be less favorable to the manufacturer than in standard contractual
relationships. For example, we experienced declines in gross margins in the
first quarter of fiscal 2000 due to our increase in sales to Nortel under our
supply agreement relating to the operations we acquired. As we enter into new
OEM divestiture transactions, we may experience further erosion in gross
margins.
Our pending transaction with Hadco Corporation is not yet complete.
Completion of the Hadco transaction is subject to several conditions, including
the approval of Hadco's stockholders. We expect the Hadco transaction to be
completed in June 2000. If this transaction does not close in the time frame we
anticipate, or if it is not completed at all, our future operating results will
be harmed and the price of our common stock could decline.
WE MAY EXPERIENCE COMPONENT SHORTAGES, WHICH WOULD CAUSE US TO DELAY SHIPMENTS
TO CUSTOMERS, RESULTING IN POTENTIAL DECLINES IN REVENUES AND OPERATING RESULTS.
Recently, a number of components purchased by us and incorporated into
assemblies and subassemblies we produce have been the subject of shortages.
These components include application-specific integrated circuits, capacitors
and connectors. Unanticipated component shortages caused us to be unable to make
certain scheduled shipments to customers in the first quarter of fiscal 2000 and
may do so in the future. As a result, we would experience a shortfall in
revenues. We could also experience negative customer goodwill due to the delay
in shipment. Component shortages may also increase our cost of goods due to
premium charges we must pay to purchase components in short supply and due to
changes in the mix of assemblies shipped to customers. For example, shortages in
certain components negatively affected our operating results and contributed to
an increase in inventory levels during the first quarter of fiscal 2000.
Accordingly, component shortages could harm our operating results for a
particular fiscal period due to the resulting revenue shortfall or cost increase
and could also damage customer relationships over a longer-term period.
WE ARE SUBJECT TO COMPETITION AND TECHNOLOGICAL CHANGE, AND OUR BUSINESS MAY BE
HARMED BY COMPETITIVE PRESSURES AND FAILURE TO ADAPT TO TECHNOLOGICAL CHANGES.
The electronic interconnect product industry is highly fragmented and
characterized by intense competition. We compete in the technologically advanced
segment of the interconnect product market, which is also highly competitive but
is much less fragmented than the industry as a whole. Our competitors consist
primarily of larger manufacturers of interconnect products, and some of these
competitors have greater manufacturing and financial resources than us 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. During
periods of recession in the electronics industry, our 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.
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In addition, 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. We do not
currently have offshore facilities in lower cost locations, such as Asia and
Latin America. Although we plan to establish other offshore facilities, we may
not do so in time to be competitive.
ENVIRONMENTAL MATTERS ARE A KEY CONSIDERATION IN OUR BUSINESS, AND FAILURE TO
COMPLY WITH THE REQUIREMENTS OF ENVIRONMENTAL LAWS COULD HARM OUR BUSINESS.
Proper waste disposal is a major consideration for printed circuit board
manufacturers because metals and chemicals are used in the manufacturing
process. Water used in the printed circuit board manufacturing process must be
treated to remove metal particles and other contaminants before it can be
discharged into the municipal sanitary sewer system. In addition, although the
electronics assembly process generates significantly less waste water than
printed circuit board fabrication, maintenance of environmental controls is also
important in the electronics assembly process. Each of our printed circuit board
and electronics assembly plants has personnel responsible for monitoring
environmental compliance. These individuals report to our Director of
Environmental Compliance, who has overall responsibility for environmental
matters. Each plant operates under effluent discharge permits issued by the
appropriate governmental authority. These permits must be renewed periodically
and are subject to revocation in the event of violations of environmental laws.
There can be no assurance that violations will not occur in the future as a
result of human error, equipment failure or other causes. In the event of a
future violation of environmental laws, we could be held liable for damages and
for the costs of remedial actions and could be also subject to revocation of
effluent discharge permits. Any such revocation could require us to cease or
limit production at one or more of our facilities, which would harm our
operating results. We are also subject to environmental laws relating to the
storage, use and disposal of chemicals, solid waste and other hazardous
materials as well as air quality regulations. Furthermore, environmental laws
could become more stringent over time, and the costs of compliance with and
penalties associated with violation of more stringent laws could be substantial.
WE ARE SUBJECT TO ENVIRONMENTAL CONTINGENCIES AT SITES OPERATED BY ACQUIRED
COMPANIES AND COULD INCUR SUBSTANTIAL COSTS FOR ENVIRONMENTAL REMEDIATION AND
RELATED ACTIVITIES AT THESE SITES.
In November 1997, we acquired Elexsys International, Inc. which became
our wholly-owned subsidiary. Several facilities owned or occupied by Elexsys at
the time of the merger, or formerly owned or occupied by Elexsys or companies
acquired by Elexsys, had either soil contamination or contamination of
groundwater underneath or near the facility including the following:
contamination was discovered at Elexsys' Irvine, California facility in 1989 and
Elexsys voluntarily installed a groundwater remediation system at the facility
in 1994. Additional investigation is being undertaken by other parties in the
area at the request of the California Regional Water Quality Control Board. It
is unknown whether any additional remediation activities will be required as a
result of such investigations or whether any third party claims will be brought
against us alleging that they have been damaged in any way by the existence of
the contamination at the Irvine facility. We have been required by the
California Department of Toxic Substances Control to undertake investigation of
soil and/or groundwater at certain facilities formerly owned or occupied by a
predecessor company to Elexsys in Mountain View, California. Depending upon the
results of this soil sampling and groundwater testing, we could be ordered to
undertake soil and/or groundwater cleanup. To date, we have not been ordered to
undertake any soil or groundwater cleanup activities at the Mountain View
facilities, and we do not believe any such activities should be required. Test
results received to date are not sufficient to enable us to determine whether or
not such cleanup activities are likely to be mandated.
Contamination has also been discovered at other current and former
Elexsys facilities and has been reported to the relevant regulatory agencies. No
remediation or further investigation of such contamination has been required by
regulatory agencies. To date, the cost of the various investigations and the
cost of operating the remediation system at the Irvine facility have not been
material to our financial condition. However, in the event we are required to
undertake additional groundwater or soil cleanup, the costs of such cleanup are
likely to be substantial. We are currently unable to estimate the amount of such
soil and groundwater cleanup costs because no soil or groundwater cleanup has
been ordered and we cannot determine from available test results what
remediation activities, if any, are likely to be required. We believe, based on
the limited information currently available, that the cost of any groundwater or
soil clean-up that may be required would not harm our business, financial
condition and results of operations. Nevertheless, the process of remediating
contaminated soil and groundwater is costly, and if we are required to undertake
substantial remediation activities at one or more of the former Elexsys
facilities, there can be no assurance that the costs of such activities would
not harm our business, financial condition and results of operations.
In November 1998, we acquired Altron Incorporated which became a wholly
owned subsidiary of ours. Altron was advised in 1993 by Olin Corporation that
contamination resulting from activities of prior owners of property owned by
Olin Corporation and
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located close to the Altron manufacturing plant in Wilmington, Massachusetts,
had migrated under the Altron plant. Olin has assumed full responsibility for
any remediation activities that may be required and has agreed to indemnify and
hold Altron harmless from any and all costs, liabilities, fines, penalties,
charges and expenses arising from and relating to any action or requirement,
whether imposed by statute, ordinance, rule, regulation, order, decree or by
general principles of law to remediate, clean up or abate contamination
emanating from the Olin site. Although we believe that Olin's assumption of
responsibility will result in no remediation cost to Altron from the
contamination, there can be no assurance that Altron will not be subject to some
costs regarding this matter, but we do not anticipate that such costs, if any,
will be material to its financial condition or results of operations.
We have been notified by the County of Santa Clara, California that the
county in conjunction with the Environmental Protection Agency is seeking
approximately $1,600,000 million in fines for waste water discharge and other
related violations that have allegedly occurred during the past two years at one
of our plants in Santa Clara. No remediation or further investigation of such
contamination has been required by regulatory agencies.
We have been named as a potentially responsible party at several
contaminated disposal sites as a result of the past disposal of hazardous waste
by companies acquired by us or their corporate predecessors. While liabilities
for such historic disposal activities have not been material to our financial
condition to date, there can be no guarantee that past disposal activities will
not result in material liability to us in the future.
HADCO IS SUBJECT TO ENVIRONMENTAL CONTINGENCIES AT SITES CURRENTLY OR FORMERLY
OPERATED BY IT AND COULD INCUR SUBSTANTIAL COSTS FOR ENVIRONMENTAL REMEDIATION
AND RELATED ACTIVITIES AT THESE SITES.
In April 2000, we entered into an agreement to acquire Hadco Corporation.
Hadco is aware of certain chemicals that exist in the ground at certain of its
facilities. Hadco has notified various governmental agencies and continues to
work with them to monitor and resolve these matters. During March 1995, Hadco
received a Record Of Decision (ROD) from the New York State Department of
Environmental Conservation (NYSDEC), regarding soil and groundwater
contamination at its Owego, New York facility. Based on a Remedial Investigation
and Feasibility Study (RIFS) for apparent on-site contamination at that facility
and a Focused Feasibility Study (FFS), each prepared by environmental
consultants of Hadco, the NYSDEC has approved a remediation program of
groundwater withdrawal and treatment and iterative soil flushing. Hadco has
executed a Modification of the Order on Consent to implement the approved ROD.
Capital equipment for this remediation has already been acquired by Hadco, and
future operation and maintenance costs, which will be incurred and expended over
the estimated life of the program of the next 28 years, are estimated at between
$40,000 and $100,000 per year. In the summer of 1998, NYSDEC took additional
samples from a wetland area near Hadco's Owego facility. Analytical reports of
earlier sediment samples indicated the presence of certain inorganics. The new
samples showed elevated levels of certain metals, but NYSDEC has not made a
determination as to the potential source of such metals, the remedial action to
be taken, or the persons to undertake and/or pay for any remediation. Hadco
and/or other third parties may be required to conduct additional investigations
and remediation at that location, the costs of which are currently
indeterminable.
Hadco commenced the operation of a groundwater extraction system at its
Derry, New Hampshire facility to address certain groundwater contamination and
groundwater migration control issues. Further investigation is underway to
determine the areal extent of the groundwater contaminant plume. Because of the
uncertainty regarding both the quantity of contaminants beneath the building at
the site and the long-term effectiveness of the groundwater migration control
system Hadco has installed, it is not possible to make a reliable estimate of
the length of time remedial activity will have to be performed. However, it is
anticipated that the groundwater extraction system will be operated for at least
30 years. Hadco may be required to conduct additional investigations and
remediation relating to the Derry facility. The total costs of such groundwater
extraction system and of conducting any additional investigations and
remediation relating to the Derry facility are not fully determinable.
Hadco is one of 33 entities which have been named as potentially
responsible parties in a lawsuit pending in the federal district court of New
Hampshire concerning environmental conditions at the Auburn Road, Londonderry,
New Hampshire landfill site. Local, state and federal entities and certain other
parties to the litigation seek contribution for past costs, totaling
approximately $20 million, allegedly incurred to assess and remediate the Auburn
Road site. In December 1996, following publication and comment period, the EPA
amended the ROD to change the remedy at the Auburn Road site from active
groundwater remediation to future monitoring. In June 1999, Hadco entered into a
Consent Decree with 30 of the defendants and third-party defendants. The Consent
Decree was approved by the Court in March 2000. Under the terms of the Consent
Decree, Hadco is a cash-out party and does not have responsibility for
performance of ongoing remedial or monitoring work at the site.
From 1974 to 1980, Hadco operated a printed circuit manufacturing facility
in Florida as a lessee. This property is the subject of a pending lawsuit in the
circuit court for Broward County, Florida (the "Florida Lawsuit") and an
investigation by the Florida Department of Environmental Protection a("FDEP").
In connection with the investigation, Hadco and others have participated in
alternative dispute resolution regarding the site with an independent mediator.
Mediation sessions began in 1992 and continued over the next several years
through May 1998. In June 1995, Hadco and Gould, Inc., another prior lessee of
the site, were joined as third-party defendants in the pending Florida lawsuit
by a party who had previously been named as a defendant when the Florida lawsuit
was commenced in 1993 by the FDEP. As a result of the mediation, a Settlement
Agreement was entered into among Hadco, Gould and the FDEP in March 1999. The
third-party complaints against Hadco and Gould in the pending Florida lawsuit
were dismissed. The Settlement Agreement provides that Hadco and Gould will
undertake remedial action based on a Supplemental Contamination Assessment
Report and a later Feasibility Study, which has been prepared by a consultant to
Hadco and Gould and approved by FDEP. The estimated cost of the recommended
source removal described in the Feasibility Study is approximately $165,000, and
for ongoing monitoring and remediation is approximately $2.1 million. Actual
remedial activities have not yet commenced but are expected to begin in the near
future.
In March 1993, the EPA notified Hadco Santa Clara of its potential
liability for maintenance and remediation costs in connection with a hazardous
waste disposal facility operated by Casmalia Resources, a California Limited
Partnership, in Santa Barbara County, California. The EPA identified Hadco Santa
Clara as one of the 65 generators which had disposed of the greatest amounts of
materials at the site. Based on the total tonnage contributed by all generators,
Hadco Santa Clara's share is estimated at approximately 0.2% of the total
weight.
The Casmalia site was regulated by the EPA during the period when the
material was accepted. There is no allegation that Hadco Santa Clara violated
any law in the disposal of material at the sites. Rather the EPA's actions
stemmed from the fact that Casmalia Resources may not have the financial means
to implement a closure plan for the site and because of Hadco Santa Clara's
status as a generator of hazardous waste.
In June 1997, the United States District Court in Los Angeles, California
approved and entered a Consent Decree among the EPA and 49 entities (including
Hadco Santa Clara) acting through the Casmalia Steering Committee (CSC). The
Consent Decree sets forth the terms and conditions under which the CSC will
carry out work aimed at final closure of the site. Certain closure activities
will be performed by the CSC. Later work will be performed by the CSC, if funded
by other parties. Under the Consent Decree, the settling parties will work with
the EPA to pursue the non-settling parties to ensure they participate in
contributing to the closure and long-term operation and maintenance of the
facility.
The EPA will continue as the lead regulatory agency during the final
closure work. Because long-term maintenance plans for the site will not be
determined for a number of years, it has not yet been decided which regulatory
agency will oversee this phase of the work plan or how the long-term costs will
be funded. However, the Consent Decree provides a mechanism for ensuring that an
appropriate federal, state or local agency will assume regulatory responsibility
for long-term maintenance.
FAILURE TO MANAGE OUR GROWTH MAY SERIOUSLY HARM OUR BUSINESS.
Our business has grown in recent years through both internal expansion
and acquisitions, and continued growth may cause a significant strain on our
infrastructure and internal systems. To manage our growth effectively, we must
continue to improve and expand our management information systems. We will face
additional growth management challenges, particularly if we expand in Asia and
Latin America and if we undertake additional new acquisition and OEM divestiture
transactions. If we are unable to manage growth effectively, our results of
operations will be harmed.
OUR EXISTING INTERNATIONAL OPERATIONS AND OUR PLANS TO EXPAND INTERNATIONAL
OPERATIONS INVOLVE ADDITIONAL RISKS, AND FAILURE TO EFFECTIVELY EXPAND
INTERNATIONALLY COULD HARM OUR OPERATING RESULTS.
We opened our first overseas facility, located in Dublin, Ireland, in
June 1997. In addition, we operate electronic assembly operations in Chateaudun,
France, Sundsvall, Sweden and Aanekoski, Tikkakoski, Finland. If the acquisition
of Hadco is completed, we will acquire a manufacturing facility for printed
circuits in Malaysia. 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, our business and operating results may be harmed by
fluctuations in international currency exchange rates as well as increases in
duty rates, difficulties in obtaining export licenses, constraints on our
ability to maintain or increase prices, and competition. We cannot assure you
that we will realize the anticipated strategic benefits of our expansion in
Ireland or that our international operations will contribute positively to our
business and operating results.
In addition, to respond to competitive pressures and customer
requirements, we plan to expand internationally in lower cost locations,
particularly Asia and Latin America. As a result of this proposed expansion, we
could encounter difficulties in scaling up production at overseas facilities or
in coordinating our United States and international operations. In addition, we
may not realize anticipated revenue growth at new international operations. We
may elect to establish start-up operations rather than acquiring existing
businesses, which would require us to recruit management and other personnel and
build a customer base at a completely new operation. Accordingly, unanticipated
problems we encounter in establishing new international operations could harm
our business and operating results and cause our stock price to decline.
THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE, AND THE VALUE OF YOUR INVESTMENT
COULD DECLINE.
The trading price of our 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 our
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 been
10
<PAGE> 11
unrelated to or disproportionately impacted by the operating performance of such
companies. These broad market fluctuations may cause the market price of our
common stock to decline, which would diminish the value of your investment.
WE DEPEND ON CERTAIN KEY PERSONNEL, AND THE LOSS OF KEY PERSONNEL MAY HARM OUR
BUSINESS.
Our future success depends in large part on the continued service of our
key technical and management personnel and on our ability to continue to attract
and retain qualified employees, particularly those highly skilled design,
process and test engineers involved in the manufacture of existing products and
the development of new products and processes. The competition for such
personnel is intense, and the loss of key employees, none of whom is subject to
an employment agreement for a specified term or a post-employment
non-competition agreement, could harm our business.
IF WE HAVE NOT ADEQUATELY PREPARED FOR THE TRANSITION TO YEAR 2000, OUR BUSINESS
COULD BE HARMED.
We have executed a plan designed to make our computer systems,
applications, computer and manufacturing equipment and facilities year 2000
ready. To date, none of our systems, applications, equipment or facilities have
experienced material difficulties from the transition to year 2000. However, it
is possible that material difficulties could be discovered or could arise. We
cannot guarantee that our year 2000 readiness plan has been successfully
implemented, and actual results could still differ materially from our plan. In
addition, we have communicated with our critical suppliers to determine the
extent to which we may be vulnerable to such parties' failure to resolve their
own year 2000 issues. Where practicable, we have attempted to mitigate our risks
with respect to the failure of these entities to be year 2000 ready. The effect,
if any, on our results of operations from any failure of such parties to be year
2000 ready cannot yet be determined.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under "Prospectus Summary," "Risk Factors," and
elsewhere in this prospectus constitute forward-looking statements. These
statements involve known and unknown risks, uncertainties an other factors that
may cause our or our industry's actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. Such factors include those listed under "Risk
Factors" and elsewhere in this prospectus.
This prospectus contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may," "will,"
"should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue" or the negative of such terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially. In evaluating these statements, you should
specifically consider various factors, including the risks outlined under "Risk
Factors." These factors may cause our actual results to differ materially from
any forward-looking statement.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Moreover, neither we nor any
other person assumes responsibility for the accuracy and completeness of such
statements. We are under no duty to update any of the forward-looking statements
after the date of this prospectus to conform to such statements to actual
results.
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
In this prospectus, we refer to the entities or individuals listed below
and any family member, trust or trust instrument to whom they may rightfully
transfer their shares as "selling stockholders." The following table sets forth
certain information as of June 30, 2000 with respect to each selling
stockholder:
11
<PAGE> 12
<TABLE>
<CAPTION>
SHARES
OFFERED SHARES BENEFICIALLY
NAME OF SELLING STOCKHOLDER HEREBY(1) OWNED AFTER OFFERING(1)(2)
---------- ----------------------------
Number Percent
----------------------------
<S> <C> <C> <C>
Rune Glavare.......................... 325,173 - *
Kjell Hogstrom........................ 325,173 - *
Lennart Svantesson.................... 38,000 - *
Ulf Lundkvist......................... 10,201 - *
Lars Bergqvist........................ 10,201 - *
Per Myrstrom.......................... 10,201 - *
Claudia Haggstrom..................... 6,376 - *
Orjan Soderberg....................... 6,376 - *
Marita Sjodin......................... 6,376 - *
Tord Berggren......................... 6,376 - *
Veli-Matti Helenius................... 27,585 - *
Ilkka Keskinen........................ 23,004 - *
Oiva Peltokangas...................... 20,158 - *
Hannu Siltanen........................ 19,566 - *
Eero Hernesmaa........................ 9,763 - *
Bernt Andersson....................... 6,619 - *
Christer Hermansson................... 6,619 - *
Juha Koskinen......................... 6,619 - *
Antti Jokkitalo....................... 1,653 - *
Goran Lundbom......................... 5,100 - *
NC III Ltd............................ 3,724 - *
Nordic Capital III Alpha LP........... 295,986 - *
Nordic Capital III Beta LP............ 216,741 - *
Handelsbanken Liv Forsakringsaktiebola 46,611 - *
Atle AB............................... 34,961 - *
Allmanna Pensionsfonden, sjatte
fondstyrelsen....................... 69,911 - *
Investment AB Bure.................... 69,911 - *
Kommunernas Pensionsforsakring........ 11,650 - *
Allmanna Pensionsfonden, sjatte
fondstyrelsen....................... 384,597 - *
</TABLE>
---------------------
* Less than 1%.
(1) The rules and regulations of the Commission determine beneficial ownership.
Such beneficial ownership generally includes voting or investment power with
respect to securities. Beneficial ownership is based on information as of
June 30, 2000 and assumes that there is outstanding an aggregate of
131,223,773 shares of Common Stock. As of June 30, 2000, no options had been
issued to the selling stockholders named in this prospectus. Except as
subject to community property laws where applicable, we believe, based on
information furnished by the selling stockholders, that the person named in
the 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 our Common Stock. See "Plan Of Distribution."
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:
(1) not engage in any stabilization activity in connection
with any of our securities;
(2) furnish copies of this prospectus, as supplemented or
amended to each person to whom shares may be offered; and
(3) not bid for or purchase any of our 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.
12
<PAGE> 13
With regard to the shares, we have agreed to maintain the effectiveness
of this registration statement until two years after the effective date of this
registration statement or less if the distribution described herein has become
effective.
We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling stockholders will bear all commissions
and discounts, if any, attributable to the sale of the shares. We agreed to
indemnify the selling stockholders against certain liabilities, including
liabilities under the Securities Act. The selling stockholders have agreed to
indemnify us against certain liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
The validity of the shares of common stock offered hereby has been
passed upon for Sanmina by Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Palo Alto, California. As of the date of this prospectus,
investment partnerships composed of individuals associated with Wilson Sonsini
Goodrich & Rosati and attorneys who are members of or are employed by
beneficially own an aggregate of approximately 25,750 shares of Sanmina's common
stock. Mario M. Rosati, one of our directors, and Christopher D. Mitchell, our
secretary, are members of Wilson Sonsini Goodrich & Rosati.
EXPERTS
The audited financial statements and schedule incorporated by reference
in this prospectus and elsewhere in the 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.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus constitutes a part of a registration statement on Form
S-3 filed by us with the SEC under the Securities Act. This prospectus does not
contain all of the information set forth in the registration statement, parts of
which are omitted in accordance with the rules and regulations of the SEC. For
further information about Sanmina and the shares of common stock offered,
reference is made to the registration statement. Statements contained in this
prospectus 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 SEC.
We file annual, quarterly and special reports, proxy statements, and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference facilities at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's following Regional Offices: Suite 1400,
Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois 60661; and
13th Floor, Seven World Trade Center, New York, New York 10048. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our
SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov. Additional information about us may be found on our web site
at http://www.sanmina.com. Information contained on our web site does not
constitute part of this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus. The most recent information that we
file with the SEC automatically updates and supersedes more dated information.
We incorporate by reference the documents listed below, and any future filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
until the offering is completed.
The documents we incorporate by reference are:
1. Our Annual Report on Form 10-K for the fiscal year ended October 2,
1999;
2. Our Quarterly Report on Form 10-Q for the quarter ended January 1,
2000;
3. Our Quarterly Report on Form 10-Q/A for the period ended January 1,
2000;
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<PAGE> 14
4. Our Quarterly Report on Form 10-Q for the quarter ended April 1 ,
2000; and
5. The description of our common stock contained in our registration
statement on Form 8-A as filed with the SEC on February 19, 1993.
Any statement contained in a document that is incorporated by reference
will be modified or superceded for all purposes to the extent that a statement
contained in this prospectus (or in any other document that is subsequently
filed with the Commission and incorporated by reference) modifies or is contrary
to that previous statement. Any statement so modified or superceded will not be
deemed a part of this prospectus except as so modified or superceded.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: Investor Relations, Sanmina
Corporation, 2700 North First Street, San Jose, CA 95134, telephone: (408)
964-3500.
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.
14
<PAGE> 15
[SANMINA LOGO]
15
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table shows the costs and expenses, payable by Sanmina in
connection with the sale of common stock being registered. All amounts are
estimates except the SEC registration fee, the NASD filing fee and the Nasdaq
National Market listing fee.
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee ........... $44,352
Legal fees and expenses ........ 5,747
Accounting fees and expenses ... 5,000
Miscellaneous expenses ......... 2,501
-------
Total ........................ $57,600
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article X of Sanmina's Amended and Restated certificate of incorporation
provides for the indemnification of directors to the fullest extent permitted
under Delaware law.
Article VI of Sanmina's bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the corporation to the
fullest extent permitted under the General Corporation Law of Delaware.
Sanmina has entered into indemnification agreements with its directors
and executive officers, in addition to indemnification provided for in Sanmina's
bylaws, and intends to enter into indemnification agreements with any new
directors and executive officers in the future.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling Sanmina
pursuant to the foregoing provisions, Sanmina has been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
At present, there is no pending litigation or proceeding involving a
director, officer, employee, or other agent of Sanmina in which indemnification
is being sought, nor is Sanmina aware of any threatened litigation that may
result in a claim for indemnification by any director, officer, employee, or
other agent of Sanmina.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
<S> <C>
2.1 Shareholder Agreement dated May 31, 2000 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 Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (See II-3)
</TABLE>
ITEM 17. UNDERTAKINGS
Sanmina undertakes:
1. That, for the purpose of determining any liability under the
Securities Act, each filing of Sanmina's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be
16
<PAGE> 17
a new registration statement relating to the securities offered therein, and the
offering of these securities at that time shall be deemed to be the initial bona
fide offering thereof.
2. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Sanmina pursuant to the foregoing provisions, or otherwise, Sanmina has been
advised that in the opinion of the SEC this indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by Sanmina of expenses incurred or paid by a director, officer, or
controlling person of Sanmina in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, Sanmina 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 and will be governed by the final adjudication of such issue.
3. For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
4. For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of securities at that time shall be deemed to be the
initial bona fide offering thereof.
17
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Sanmina 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 day of
June, 2000.
SANMINA CORPORATION
By: /s/ MARK LUSTIG
---------------------------------------------------
Mark Lustig
Acting Principal Financial and Accounting Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Randy
W. Furr and Mark Lustig their attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
registration statement on Form S-3 (including post-effective amendments), to
sign any registration statement for the same offering covered by this
registration statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, thereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutions, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Chief Executive Officer and June 14, 2000
-------------------------------------------- Chairman of the Board of Directors
Jure Sola (Principal Executive Officer)
/s/ RANDY W. FURR Director June 14, 2000
--------------------------------------------
Randy W. Furr
/s/ MARK LUSTIG Acting Principal Financial and Accounting June 14, 2000
-------------------------------------------- Officer
Mark Lustig
/s/ JOHN BOLGER Director June 14, 2000
--------------------------------------------
John Bolger
/s/ NEIL BONKE Director June 14, 2000
--------------------------------------------
Neil Bonke
/s/ MARIO M. ROSATI Director June 14, 2000
--------------------------------------------
Mario M. Rosati
/s/ JOSEPH SCHELL Director June 14, 2000
--------------------------------------------
Joseph Schell
/s/ BERNARD VONDERSCHMITT Director June 14, 2000
--------------------------------------------
Bernard Vonderschmitt
</TABLE>
18
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
2.1 Shareholder Agreement dated May 31, 2000 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 Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (See II-3)
</TABLE>
19
