<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Sanmina Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
SANMINA CORPORATION
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 29, 2001
The Annual Meeting of Stockholders of Sanmina Corporation (the "Company")
will be held on Friday, January 29, 2001, at 11:00 a.m., local time, at the
Sheraton San Jose Hotel located at 1801 Barber Lane, Milpitas, California 95035
(telephone 408-943-0600) for the following purposes (as more fully described in
the Proxy Statement accompanying this Notice):
1. To elect directors of Sanmina.
2. To approve an amendment to the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock.
3. To approve an amendment to the Company's 1993 Employee Stock
Purchase Plan to increase the number of shares of Common Stock reserved for
issuance thereunder by 1,000,000 shares to a new total of 5,600,000 shares.
4. To confirm the appointment of Arthur Andersen LLP as the
independent public accountants of Sanmina for the fiscal year ending
September 29, 2001.
5. To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on December 18, 2000 are
entitled to vote at the Annual Meeting and are cordially invited to attend the
meeting. However, to ensure your representation at the meeting, you are urged to
mark, sign, date and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. If you attend the meeting,
you may vote in person even if you return a proxy.
FOR THE BOARD OF DIRECTORS
/s/ Christopher D. Mitchell
Christopher D. Mitchell
Secretary
San Jose, California
December 29, 2000
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING,
YOU MAY VOTE IN PERSON, EVEN IF YOU RETURN A PROXY.
<PAGE> 3
SANMINA CORPORATION
------------------------
PROXY STATEMENT FOR
2001 ANNUAL MEETING OF STOCKHOLDERS
------------------------
INFORMATION CONCERNING VOTING AND PROXY SOLICITATION
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Sanmina Corporation ("Sanmina") for use at the Annual Meeting of Stockholders to
be held on Friday, January 29, 2001 at 11:00 a.m., local time, or at any
adjournment thereof. The Annual Meeting will be held at the Sheraton San Jose
Hotel located at 1801 Barber Lane, Milpitas, California 95035. The telephone
number at the meeting location is (408) 943-0600.
This Proxy Statement was mailed on or about December 29, 2000, to all
stockholders entitled to vote at the meeting.
RECORD DATE AND STOCK OWNERSHIP
Stockholders of record at the close of business on December 18, 2000 (the
"Record Date") are entitled to vote at the meeting. As of December 18, 2000,
152,592,381 shares of Sanmina's Common Stock were issued and outstanding and
held of record by approximately 1,115 stockholders.
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of Sanmina as of September 30, 2000, as to (i)
each person who is known to Sanmina to beneficially own more than five percent
of the outstanding shares of its Common Stock, (ii) each director and nominee
for election, (iii) each officer named in the Summary Compensation Table below
and (iv) all directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES APPROXIMATE
BENEFICIALLY PERCENT
NAME OWNED OWNED
---- ------------ -----------
<S> <C> <C>
AXA Assurances I.A.R.D. Mutuelle............................ 20,930,788 13.7%
1290 Avenue of the Americas
New York, New York 10104
FMR Corporation............................................. 12,278,474 8.1%
82 Devonshire Street
Boston, Massachusetts 02109
Putnam Investments, Inc..................................... 8,798,880 5.8%
One Post Office Square
Boston, Massachusetts 02109
Jure Sola(1)................................................ 2,311,194 1.5%
Randy W. Furr(1)............................................ 954,790 *
Rick A. Ackel(1)............................................ 500 *
Michael Landy(1)............................................ 312,142 *
Bernard V. Vonderschmitt(1)................................. 137,316 *
Mario M. Rosati(1).......................................... 92,916 *
John C. Bolger(1)........................................... 44,416 *
Neil R. Bonke(1)............................................ 66,352 *
Joseph M. Schell(1)......................................... 15,973 *
All Directors and executive officers as a group(1).......... 3,935,599 2.5%
</TABLE>
1
<PAGE> 4
---------------
* Less than 1%.
(1) Includes stock issuable upon exercise of options that are exercisable within
60 days after September 30, 2000.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of Sanmina a
written notice of revocation or a duly executed proxy bearing a later date or by
attending the meeting and voting in person. Attending the Annual Meeting in and
of itself may not constitute a revocation of a proxy.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share held as of the
record date. Stockholders will not be entitled to cumulate their votes in the
election of directors.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the Inspector of Elections (the "Inspector") with the assistance of Sanmina's
Transfer Agent. The Inspector will also determine whether or not a quorum is
present. Except in certain specific circumstances, the affirmative vote of a
majority of shares present in person or represented by proxy at a duly held
meeting at which a quorum is present is required under Delaware law for approval
of proposals presented to stockholders. In general, Delaware law also provides
that a quorum consists of a majority of shares entitled to vote and present or
represented by proxy at the meeting. The Inspector will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum but will not be treated as votes in favor of approving any
matter submitted to the stockholders for a vote. Any proxy which is returned
using the form of proxy enclosed and which is not marked as to a particular item
will be voted for the election of directors and for the confirmation of the
appointment of the designated independent public accountants and, as the proxy
holders deem advisable, on other matters that may come before the meeting, as
the case may be with respect to the items not marked. If a broker indicates on
the enclosed proxy or its substitute that it does not have discretionary
authority as to certain shares to vote on a particular matter ("Broker
Non-Votes"), those shares will not be considered as present with respect to that
matter. Sanmina believes that the tabulation procedures to be followed by the
Inspector are consistent with the general statutory requirements in Delaware
concerning voting of shares and determination of a quorum.
The cost of soliciting proxies will be borne by Sanmina. Sanmina may retain
the services of its transfer agent, Wells Fargo Shareowner Services, or other
proxy solicitors to solicit proxies, for which Sanmina estimates that it would
pay fees not to exceed an aggregate of $20,000. In addition, Sanmina expects to
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expense in forwarding solicitation material to such beneficial
owners. Proxies may be solicited by certain of Sanmina's directors, officers and
regular employees, without additional compensation, in person or by telephone or
facsimile.
STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Proposals that are intended to be presented by stockholders of Sanmina at
the 2002 Annual Meeting must be received by Sanmina no later than September 1,
2001 in order that they may be included in the proxy statement and form of proxy
relating to that meeting.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
A board of seven directors will be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the seven nominees named below. Messrs. Sola, Bolger, Bonke, Furr, Rosati,
Schell, and Vonderschmitt are presently directors of Sanmina. If any nominee is
unable
2
<PAGE> 5
or declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. It is not expected that any nominee will
be unable or will decline to serve as a director. If stockholders nominate
additional persons for election as directors, the proxy holders will vote all
proxies received by them in accordance to assure the election of as many of the
Board's nominees as possible, with the proxy holder making any required
selection of specific nominees to be voted for. The term of office of each
person elected as a director will continue until the next annual meeting of
stockholders or until that person's successor has been elected.
The Board of Directors recommends a vote FOR the nominees listed below:
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
--------------- --- -------------------- --------------
<S> <C> <C> <C>
Jure Sola...................... 49 Chairman and Chief Executive Officer of 1989
Sanmina Corporation
John C. Bolger................. 54 Independent Consultant 1994
Neil R. Bonke.................. 59 Chairman of Electroglas, Inc. (Retired), 1995
Private Investor
Randy W. Furr.................. 46 President and Chief Operating Officer of 1999
Sanmina Corporation
Mario M. Rosati................ 54 Member, Wilson Sonsini Goodrich & Rosati 1997
Joseph M. Schell............... 54 Independent Consultant 1999
Bernard V. Vonderschmitt....... 77 Chairman of the Board of Xilinx, Inc. 1990
</TABLE>
Mr. Sola co-founded Sanmina in 1980 and initially held the position of Vice
President of Sales and was responsible for the development and growth of
Sanmina's sales organization. He became Vice President and General Manager in
October 1987 with responsibility for all manufacturing operations as well as
sales and marketing. Mr. Sola has been a director of Sanmina since July 1989,
was elected President in October 1989 and has served as Chairman of the Board
and Chief Executive Officer since April 1991. Mr. Sola relinquished the title of
President when Mr. Furr was appointed to such position in March 1996.
Mr. Bolger has been a director of Sanmina since 1994. He is a retired Vice
President of Finance and Administration of Cisco Systems, Inc., a manufacturer
of computer networking systems. Mr. Bolger is currently an independent business
consultant and serves as a director of Wind River Systems, Inc., TCSI, Inc., JNI
Corporation, Integrated Device Technology, Inc. and Mission West Properties,
Inc.
Mr. Bonke has been a director of Sanmina since 1995. He also serves on the
Board of Directors of Electroglas, Inc., Boxer Cross Inc. and SpeedFam
International, all semiconductor equipment companies. He is also on the board
for San Jose State University Foundation. Mr. Bonke previously served as the
Chairman of the Board and Chief Executive Officer of Electroglas, Inc. from
April 1993 to April 1996.
Mr. Furr joined Sanmina as Vice President and Chief Financial Officer in
August 1992. In March 1996, Mr. Furr was appointed President and Chief Operating
Officer. Mr. Furr was appointed to the board of directors in December 1999. From
April to August 1992, Mr. Furr was Vice President and Chief Financial Officer of
Aquarius Systems Inc. North America ("ASINA"), a manufacturer of personal
computers. Prior to working at ASINA, he held numerous positions in both
financial and general management for General Signal Corporation during a 13-year
period, serving most recently as Vice President and General Manager of General
Signal Thinfilm Company. Mr. Furr is a Certified Public Accountant.
Mr. Rosati has been a director of Sanmina since 1997. He has been a member
of the law firm Wilson Sonsini Goodrich & Rosati, Professional Corporation since
1971. Mr. Rosati is a director of Aehr Test Systems, a manufacturer of computer
hardware testing systems, Genus, Inc., a semiconductor equipment manufacturer,
Ross Systems, Inc., a software company, Vivus Inc., a pharmaceutical company,
MyPoints.com, Inc., a web and email-based direct marketing company, Symyx
Technologies, Inc., a combinatorial materials science company and The Management
Network Group, Inc., a management consulting firm focused on the
telecommunications industry, all publicly-held companies. He is also a director
of several privately held companies.
3
<PAGE> 6
Mr. Schell was appointed to the board of directors in December 1999. He is
currently Chairman of Global Technology Investment Banking of Merrill Lynch &
Co. in Palo Alto, California. From 1985 to 1999, he served as Senior Managing
Director at Montgomery Securities. Mr. Schell also serves on the board of
directors of Dycom Industries, Inc. and the Good Guys, Inc., both publicly
traded companies.
Mr. Vonderschmitt has been a director of Sanmina since October 1990. He
co-founded Xilinx, Inc., a manufacturer of field programmable gate array
semiconductor products and related system software, served as its Chief
Executive Officer and as a director from its inception in February 1984 through
February 1996, and has served as the Chairman of its Board of Directors since
February, 1996. He is also a director of Credence Systems Corporation, a
publicly held company.
There are no family relationships among directors or executive officers of
Sanmina.
BOARD MEETINGS, COMMITTEES AND DIRECTOR COMPENSATION
The Board of Directors of Sanmina held eight meetings during the fiscal
year ended September 30, 2000. No nominee who was a director during the entire
fiscal year attended fewer than 75 percent of the meetings of the Board of
Directors or of committees on which such person served.
The Board of Directors has an Officer Stock Committee, an Audit Committee
and a Compensation Committee. It does not have a nominating committee or a
committee performing the functions of a nominating committee. From time to time,
the Board has created various ad hoc committees for special purposes. No such
committee is currently functioning.
The Officer Stock Committee consists of directors Bonke and Vonderschmitt.
The Officer Stock Committee reviews and makes recommendations to the Board
concerning option grants to executive officers of Sanmina. The Officer Stock
Committee held two meetings during the last fiscal year.
The Audit Committee consists of directors Bonke and Bolger. The Audit
Committee is responsible for reviewing the results and scope of the audit and
other services provided by Sanmina's independent public accountants. The Audit
Committee held five meetings in the last fiscal year.
The Compensation Committee consists of directors Bonke, Sola and
Vonderschmitt. The Compensation Committee reviews and makes recommendations to
the Board concerning salaries and incentive compensation for executive officers
and certain employees of Sanmina. The Compensation Committee held two meetings
during the last fiscal year. Mr. Sola, Chairman and Chief Executive Officer of
Sanmina, participates fully with all other committee members in recommending
salaries and incentive compensation to the board of directors, except that he
does not participate in committee proceedings relating to his salary and
compensation.
Directors who are not employees of Sanmina ("Outside Directors") are paid
an annual retainer of $10,000, a fee of $2,000 for attending each board meeting
and a fee of $1,000 for attending each committee meeting. The directors are
reimbursed for travel and related expenses incurred by them in attending board
and committee meetings. Prior to the adoption of Sanmina's 1995 Director Option
Plan (the "Director Option Plan"), Outside Directors received initial and annual
grants of options to purchase shares of Sanmina's Common Stock under Sanmina's
Amended 1990 Incentive Stock Plan. Since the adoption of the Director Option
Plan in January 1996, Outside Directors have received the same initial and
annual grants only under the Director Option Plan under substantially similar
terms as under the Stock Plan.
Under the Director Option Plan, upon first becoming a director, each new
Outside Director will receive an automatic grant of an option to purchase up to
20,000 shares of Common Stock and each continuing Outside Director will receive
(provided that such Outside Director has been a director for at least four
months prior to such grant), on October 1 of each year, an automatic grant of an
option to purchase up to 10,000 shares of Common Stock.
4
<PAGE> 7
EXECUTIVE COMPENSATION
COMPENSATION TABLES
Summary Compensation Table. The following table sets forth the compensation
paid by Sanmina for each of the three fiscal years in the period ended September
30, 2000 to the Chief Executive Officer and all other executive officers of
Sanmina:
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS ALL OTHER
FISCAL --------------------- OF OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) (# OF SHARES)(2) ($)(1)
--------------------------- ------ --------- -------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Jure Sola.......................... 2000 $480,000 $800,000 250,000 $52,474
Chief Executive Officer 1999 425,000 530,000 125,000 50,569
and Chairman of the Board 1998 375,000 470,000 200,000 49,684
Randy W. Furr...................... 2000 $370,000 $600,000 200,000 $33,916
President, Chief Operating
Officer 1999 325,000 400,000 100,000 27,596
1998 290,000 365,000 140,000 26,711
Rick A. Ackel...................... 2000 $ 71,538 $ 75,000 150,000 $ 2,633
Executive Vice President of
Finance 1999 -- -- -- --
and Chief Financial Officer(5) 1998 -- -- -- --
Michael J. Landy................... 2000 $220,000 $110,000 60,000 $ 7,741
President of European
Operations(4) 1999 210,000 100,000 30,000 7,964
1998 190,000 90,000 40,000 7,426
Elizabeth D. Jordan................ 2000 $134,000 $ -- 60,000 $ 2,430
Executive Vice President and 1999 141,000 70,000 22,500 2,940
Chief Financial Officer(3) 1998 112,000 35,000 25,000 2,750
</TABLE>
---------------
(1) Includes car allowance and premium payments for executive life, medical and
dental insurance.
(2) All share amounts reported reflect the 2 for 1 stock splits of Sanmina's
Common Stock effected in March 1996, June 1998 and March 2000.
(3) Ms. Jordan resigned from Sanmina in June 2000.
(4) Mr. Landy was promoted to President of European Operations in March 2000.
(5) Mr. Ackel joined Sanmina on June 29, 2000 as Executive Vice President of
Finance and Chief Financial Officer.
Option Grants in Last Fiscal Year. The following table sets forth each
grant of stock options made during the fiscal year ended September 30, 2000 to
each executive officer named in the Summary Compensation Table above:
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS STOCK PRICE APPRECIATION FOR
GRANTED TO EXERCISE OR OPTION TERM(2)
OPTIONS EMPLOYEES BASE PRICE(1) EXPIRATION ----------------------------
NAME GRANTED(1)(#) IN FY00 ($/SH) DATE 5%($) 10%($)
---- ------------- ---------- ------------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Jure Sola............ 250,000 5.3 $37.97 10/18/09 $5,969,782 $15,128,600
Randy W. Furr........ 200,000 4.2 $37.97 10/18/09 $4,775,826 $12,102,880
Rick R. Ackel........ 150,000 3.2 $60.00 06/11/09 $5,660,052 $14,343,682
Michael J. Landy..... 60,000 1.3 $37.97 10/18/09 $1,432,748 $ 3,630,864
Elizabeth D.
Jordan............. 60,000 1.3 $37.97 10/18/09 $1,432,748 $ 3,630,864
</TABLE>
---------------
(1) The exercise price and tax withholding obligations related to exercise may
in some cases, be paid by delivery of other shares or by offset of the
shares subject to the options.
(2) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates set by the SEC and therefore are not intended to forecast
possible future appreciation, if any, of Sanmina's stock
5
<PAGE> 8
price. The Company did not use an alternative formula for a grant date
valuation, as Sanmina does not believe that any formula will determine with
reasonable accuracy a present value based on future unknown or volatile
factors.
(3) All share amounts reported reflect the 2 for 1 splits of Sanmina's Common
Stock effected in March 1996, June 1998 and March 2000.
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End
Values. The following table sets forth, for each of the executive officers named
in the Summary Compensation Table above, each exercise of stock options during
the fiscal year ended September 30, 2000 and the year-end value of unexercised
options:
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN-THE-
SHARES VALUE AT YEAR-END MONEY OPTIONS AT YEAR-END(2)
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) (1)($) UNEXERCISABLE(#) UNEXERCISABLE($)
---- ----------- ---------- ------------------- ----------------------------
<S> <C> <C> <C> <C>
Jure Sola.............. -- -- 1,942,228/641,964 $181,850,808/$60,107,089
Randy W. Furr.......... 65,000 $3,453,250 813,415/436,785 $ 76,160,046/$40,896,180
Rick R. Ackel.......... -- -- --/150,000 $ --/$14,044,500
Michael J. Landy....... -- -- 273,518/136,482 $ 25,609,490/$12,778,810
Elizabeth D. Jordan.... 36,500 $2,709,755 --/-- $--/$--
</TABLE>
---------------
(1) Based on the last reported sale price of Sanmina's Common Stock on the date
of exercise.
(2) Based on a fair market value of $93.63, which was the last reported sale
price of Sanmina's Stock on September 30, 2000.
COMPENSATION COMMITTEE AND OFFICER STOCK COMMITTEE REPORTS
The following reports are provided to stockholders by the members of the
Compensation Committee and the Officer Stock Committee of the Board of
Directors.
Compensation Committee Report
Compensation Philosophy. The goals of Sanmina's executive compensation
program are to attract and retain executive officers who will strive for
excellence, and to motivate those individuals to achieve superior performance by
providing them with rewards for assisting Sanmina in meeting revenue and
profitability targets.
Compensation for Sanmina's executive officers consists of base salary and
potential cash bonus, as well as potential long-term incentive compensation
through stock options. The Compensation Committee considers the total current
and potential long-term compensation of each executive officer in establishing
each element of compensation.
Cash-Based Compensation. Each fiscal year, the Compensation Committee
reviews with the Chief Executive Officer and approves, with appropriate
modifications, an annual base salary plan for Sanmina's executive officers. This
base salary plan is based on industry and peer group surveys and performance
judgements as to the past and expected future contributions of the individual
executive officers. The Compensation Committee reviews and fixes the base salary
of the Chief Executive Officer based on similar competitive compensation data
and the Committee's assessment of his past performance and its expectation as to
his future contributions in leading Sanmina.
6
<PAGE> 9
Each officer who served in an executive capacity throughout the last fiscal
year, including the Chief Executive Officer, received a cash bonus for such
service. These bonuses ranged in amount from approximately 50% annualized to
approximately 125% of base salary. In determining the bonus paid to each officer
(other than the Chief Executive Officer), the Compensation Committee reviewed
with the Chief Executive Officer the performance of each of the officers in
their respective areas of accountability as compared to Sanmina's operating
plan, and each officer's respective contribution to Sanmina's operating
performance in its electronics manufacturing services, backplane assembly and
subassembly and printed circuit board fabrication businesses. The members of the
Compensation Committee (other than the Chief Executive Officer) reviewed these
same factors in determining the bonus paid to the Chief Executive Officer.
Respectfully submitted,
Neil Bonke, Jure Sola and Bernard
Vonderschmitt
Officer Stock Committee Report
Stock Options. During each fiscal year, the Officer Stock Committee
considers the desirability of granting to executive officers awards under
Sanmina's 1999 Incentive Stock Plan, which allows for the grant of longer-term
incentives in the form of stock options. In fixing the grants of stock options
to executive officers (other than the Chief Executive Officer) in the last
fiscal year, the Committee reviewed with the Chief Executive Officer the
recommended individual award, taking into account the officer's scope of
responsibility and specific assignments, strategic and operational goals
applicable to the officer, anticipated performance requirements and
contributions of the officer, and the number of options previously granted to
the officer. All stock options granted to executive officers in the last fiscal
year provide for vesting over a five-year period. During the fiscal year ended
September 30, 2000, an option award exercisable for up to 250,000 shares of
Sanmina's Common Stock was made to the Chief Executive Officer and options
exercisable for up to 720,000 shares were granted to all executive officers as a
group. In addition, in December 2000, in part in recognition of their
performance during fiscal 2000, the Officer Stock Committee approved grants of
options in the amount of 190,000 and 150,000 to the Chief Executive Officer and
Chief Operating Officer, respectively.
Respectfully submitted,
Neil Bonke and Bernard Vonderschmitt
7
<PAGE> 10
STOCK PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total stockholder
returns for Sanmina's Common Stock, the Nasdaq Stock Market Index, and an index
based on companies in a peer group (Standard Industrial Classification
3670 -- Electronic Components). The graph assumes the investment of $100 on
September 30, 1995. The performance shown is not necessarily indicative of
future performance.
COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN*
AMONG SANMINA CORPORATION, THE NASDAQ STOCK MARKET
(U.S.) INDEX AND A PEER GROUP
[SANMINA PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
SANMINA NASDAQ STOCK
CORPORATION MARKET (U.S.) PEER GROUP
----------- ------------- ----------
<S> <C> <C> <C>
9/95 100.00 100.00 100.00
9/96 168.59 118.68 77.13
9/97 362.57 162.92 115.66
9/98 235.60 165.50 58.19
10/99 648.17 270.38 133.80
9/00 1568.59 358.96 216.74
</TABLE>
* $100 INVESTED ON 9/30/95 IN STOCK OR INDEX -- INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING SEPTEMBER 30.
8
<PAGE> 11
PROPOSAL NO. 2:
APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
The Company's Restated Certificate of Incorporation (the "Certificate"), as
currently in effect, provides that authorized capital stock shall consist of
500,000,000 shares of Common Stock, $0.01 par value (the "Common Stock"), and
5,000,000 shares of Preferred Stock, $0.01 par value (the "Preferred Stock"). On
December 11, 2000, the Company's Board of Directors approved an amendment to the
Certificate (the "Amendment") to increase the number of shares of Common Stock
authorized for issuance under the Certificate by 500,000,000 to a total of
1,000,000,000 shares. As more fully described below, the proposed Amendment is
intended to provide the Company flexibility to meet future needs for unreserved
Common Stock. The affirmative vote of holders of a majority of shares of Common
Stock represented at the meeting is necessary to approve the Amendment. The
Board of Directors recommends that stockholders vote FOR approval of the
Amendment. The reasons for and the possible effects of the amendment to the
Certificate and certain information regarding the Certificate are set forth
below.
Reasons for Amendment. As of September 30, 2000, 152,259,383 shares of
Common Stock, par value $0.01 per share, were issued and outstanding and
8,663,694 were reserved for issuance under the Company's stock option and stock
purchase plans. During fiscal 2000, Sanmina issued convertible subordinated
notes in the face amount of $1,660,000,000. Sanmina has reserved 5,391,913
shares of Common Stock for issuance upon conversion of these notes. Sanmina's
market capitalization has increased from $4,472,000,000 as of October 2, 1999,
to $14,255,000,000 as of September 30, 2000.
The number of shares remaining available is not considered adequate for the
Company's future possible requirements.
Although the Company has no firm plans to use the additional authorized
shares of Common Stock, the Company's Board of Directors believes that it is
prudent to increase the number of authorized shares of Common Stock to the
proposed level in order to provide a reserve of shares available for issuances
in connection with possible future actions. In particular, the Company's Board
of Directors believes that the current number of authorized shares needs to be
increased to provide the flexibility to effect other possible actions such as
financings, corporate mergers, acquisitions of property, establishing strategic
relationships with corporate partners, employee benefit plans and for other
general corporate purposes. Currently there are no plans, agreements or
arrangements in place requiring the utilization of these additional shares for
financing, corporate mergers, acquisitions of property, establishment of
strategic relationships with corporate partners, employee benefit plans or other
general corporate purposes. Having such additional authorized Common Stock
available for issuance in the future would allow the Board of Directors to issue
shares of Common Stock without the delay and expense associated with seeking
stockholder approval. Elimination of such delays and expense occasioned by the
necessity of obtaining stockholder approval will better enable the Company,
among other things, to engage in financing transactions and acquisitions as well
as to take advantage of changing market and financial conditions on a more
competitive basis as determined by the Board of Directors.
The additional Common Stock to be authorized by adoption of the Amendment
would have rights identical to the currently outstanding Common Stock of the
Company. Adoption of the proposed Amendment and issuance of the Common Stock
would not affect the rights of the holders of currently outstanding Common Stock
of the Company. If the Amendment is adopted, it will become effective upon
filing of the Amendment with the Secretary of the State of Delaware. Stockholder
approval may be required if it is proposed that any such shares, other than
those shares provided for by the terms of 1999 Stock Plan, are to be added to
the number of shares reserved for issuance under the Company's option plans, in
compliance with applicable rules and laws.
Possible Effects of the Amendment. If the proposed Amendment is approved,
the Board of Directors may cause the issuance of additional shares of Common
Stock without further vote of stockholders of the Company, except as provided
under the Delaware corporate law or under the rules of any national securities
exchange on which shares of Common Stock of the Company are then listed. Current
holders of Common Stock have no preemptive or like rights, which means that
current stockholders do not have a prior right to
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purchase any new issue of capital stock of the Company in order to maintain
their proportionate ownership thereof. The effects of the authorization of
additional shares of Common Stock may also include dilution of the voting power
of currently outstanding shares and reduction of the portion of dividends and of
liquidation proceeds payable to the holders of currently outstanding Common
Stock.
In addition, the Board of Directors could use authorized but unissued
shares to create impediments to a takeover or a transfer of control of the
Company. Accordingly, the increase in the number of authorized shares of Common
Stock may deter a future takeover attempt which holders of Common Stock may deem
to be in their best interest or in which holders of Common Stock may be offered
a premium for their shares over the market price.
The Board of Directors is not currently aware of any attempt to take over
or acquire the Company. While it may be deemed to have potential anti-takeover
effects, the proposed Amendment to increase the authorized Common Stock is not
prompted by any specific effort or takeover threat currently perceived by
management. Moreover, management does not currently intend to propose additional
anti-takeover measures in the foreseeable future.
PROPOSAL NO. 3:
ADDITION OF SHARES TO 1993 EMPLOYEE STOCK PURCHASE PLAN
The Company's 1993 Employee Stock Purchase Plan (the "Purchase Plan")
provides employees of the Company with an opportunity to purchase Common Stock
of the Company through accumulated payroll deductions. The Board of Directors of
the Company amended the Purchase Plan on December 11, 2000 to increase the
number of shares of Common Stock available for sale by 1,000,000 from 4,600,000
to 5,600,000. The Board of Directors approved the amendment to the Purchase Plan
to establish a sufficient number of shares of Common Stock as a reserve under
the Purchase Plan for sale to the Company's employees. The affirmative vote of
holders of a majority of the shares of Common Stock represented at the meeting
is necessary to approve the amendment to the Purchase Plan. The Board of
Directors recommends that stockholders vote FOR approval of the amendment to the
Purchase Plan. The essential features of the Purchase Plan and certain
information regarding the Purchase Plan are set forth below.
Status of Shares. As of September 30, 2000, 3,844,203 shares had been
issued under the Purchase Plan, and assuming the approval of the amendment of
the Purchase Plan, 1,755,797 shares remained available for future issuance as of
such date.
Operation of the Purchase Plan. Under the Purchase Plan, the Company
withholds a percentage of each salary payment to participating employees over
certain offering periods. The Purchase Plan is currently implemented by
overlapping twenty-four month offering periods which commence April 1 and
October 1 of each year. Each such offering period is divided into four six month
purchase periods. The Board of Directors has the power to alter the duration of
the offering periods or purchase periods without stockholder approval, if such
change is announced at least 15 days prior to the scheduled beginning of the
first offering period or purchase period, as the case may be, to be effected. On
the last business day of each purchase period, the funds withheld are applied to
the purchase of shares of Common Stock unless such participating employee
withdraws from the offering period prior to such purchase date. To the extent
permitted by Rule 16b-3 of the Securities Exchange Act, if the fair market value
of the Common Stock on the last day of the purchase period is lower than the
fair market value of the Common Stock on the first day of the offering period,
then all participating employees in such offering period shall be automatically
withdrawn from such offering period immediately after the stock purchase on the
last day of the purchase period and automatically re-enrolled in the immediately
following offering period. Employees may end their participation in the offering
at any time during the offering period, and participation ends automatically on
termination of employment with the Company.
Eligibility; Administration. Employees are eligible to participate in the
Purchase Plan, as amended, if they have been employed by the Company for at
least six consecutive months. As of September 30, 2000, approximately 24,000
employees were eligible to participate in the Purchase Plan. Payroll deductions
may
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not exceed 10% of an employee's compensation, which under the Purchase Plan, as
amended, is defined as base straight time gross earnings plus overtime and
commissions. No employee may purchase more than $12,500 worth of stock in any
purchase period. The Purchase Plan is currently administered by the Board of
Directors.
Purchase Price; Market Value. The price at which stock is purchased under
the Purchase Plan is equal to 85% of the fair market value of the Common Stock
on the first day of the applicable offering period or the last day of each
purchase period, whichever is lower. On September 30, 2000, the closing price of
the Company's Common Stock, as reported on the NASDAQ National Market System,
was $93.63.
Amendment and Termination. The Board of Directors may amend the Purchase
Plan from time to time or may terminate it or any purchase period or offering
period under it, without approval of the stockholders. However, to the extent
necessary and desirable to comply with Rule 16b-3 under the Securities Exchange
Act (or any other applicable law or regulation), the Company shall obtain
approval of the stockholders with respect to plan amendments to the extent and
in the manner required by such law or regulation. In the event of a merger or
sale of substantially all of the assets of the Company, the Board may shorten
the offering period or permit the assumption of outstanding rights to purchase
Common Stock. The Purchase Plan will terminate in March 2003 unless earlier
terminated by the Board.
Tax Consequences of Purchase Plan Transactions. The Purchase Plan, and the
right of participants to make purchases thereunder, is intended to qualify under
the provisions of Section 423 of the Code. Under these provisions, no income is
taxable to a participant until the shares purchased under the Plan are sold or
otherwise disposed of. Upon sale or other disposition of the shares, the
participant will generally be subject to tax, depending in part on how long the
shares are held by the participant. If the shares are sold or otherwise disposed
of more than two years from the first day of the offering period, the
participant will recognize ordinary income measured as the lesser of (a) the
excess of the fair market value of the shares at the time of such sale or
disposition over the purchase price, or (b) an amount equal to 15% of the fair
market value of the shares as of the first day of the offering period. Any
additional gain will be treated as long-term capital gain. If the shares are
sold or otherwise disposed of before the expiration of this holding period, the
participant will recognize ordinary income generally measured as the excess of
the fair market value of the shares on the date the shares were purchased by the
participant over the participant's purchase price. Any additional gain or loss
on the sale or disposition will be capital gain or loss. The Company is not
entitled to a deduction for amounts taxed as ordinary income or capital gain to
a participant except to the extent of ordinary income recognized by participants
upon a sale or disposition of shares prior to the expiration of the holding
period described above.
PROPOSAL NO. 4:
CONFIRMATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP, independent public
accountants, to audit the financial statements of Sanmina for the year ending
October 2, 2001. Arthur Andersen LLP has audited the financial statements of
Sanmina for each fiscal year since the fiscal year ending September 30, 1992.
The affirmative vote of holders of a majority of the shares of Common Stock
represented at the meeting is necessary to appoint Arthur Andersen LLP as
Sanmina's independent public accountants and the Board of Directors recommends
that the stockholders vote FOR confirmation of such selection. In the event of a
negative vote, the Board of Directors will reconsider its selection.
Representatives of Arthur Andersen LLP are expected to be present at the Annual
Meeting with the opportunity to make a statement if they desire to do so, and
are expected to be available to respond to appropriate questions.
CERTAIN TRANSACTIONS
Sanmina's Certificate of Incorporation, as amended, provides that the
personal liability of its directors for monetary damages arising from a breach
of their fiduciary duties in certain circumstances shall be eliminated to the
fullest extent permitted by Delaware law. The Certificate of Incorporation, as
amended, also authorizes Sanmina to indemnify its directors and officers to the
fullest extent permitted by Delaware law. Sanmina has
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entered into indemnification agreements with its officers and directors
providing such indemnification. The indemnification agreements may require
Sanmina, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers (other than liabilities arising from willful misconduct of
a culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
directors' and officers' insurance.
During fiscal 2000, Mario M. Rosati, a nominee for election to the Board of
Directors of Sanmina, and Christopher D. Mitchell, Secretary of Sanmina, were
also members of the law firm of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Palo Alto, California ("WSGR"). Sanmina retained WSGR as its legal
counsel during the fiscal year. Sanmina plans to retain WSGR as its legal
counsel again during fiscal 2001. The amounts paid by Sanmina to WSGR were less
than 5% of WSGR's total gross revenues for its last completed fiscal year.
OTHER MATTERS
Sanmina knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the accompanying form of proxy to vote the shares they
represent as the Board of Directors may recommend.
SANMINA WILL MAIL WITHOUT CHARGE TO ANY STOCKHOLDER UPON WRITTEN REQUEST A
COPY OF SANMINA'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL
STATEMENTS, SCHEDULES AND A LIST OF EXHIBITS. REQUESTS SHOULD BE SENT TO
INVESTOR RELATIONS, SANMINA CORPORATION, 2700 NORTH FIRST STREET, SAN JOSE,
CALIFORNIA 95131.
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PROXY SANMINA CORPORATION PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
2001 ANNUAL MEETING OF STOCKHOLDERS -- JANUARY 29, 2001
The undersigned stockholder of SANMINA CORPORATION, a Delaware
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated December 29, 2000, and 2000 Annual
Report to Stockholders and hereby appoints Jure Sola, Randy W. Furr, or either
of them, proxies and attorneys-in-fact, with full power to each of substitution,
on behalf and in the name of the undersigned, to represent the undersigned at
the 2001 Annual Meeting of Stockholders of SANMINA CORPORATION to be held on
January 29, 2001 at 11:00 a.m., local time, at the Sheraton San Jose Hotel
located at 1801 Barber Lane, Milpitas, California 95035, and at any adjournment
or adjournments thereof, and to vote all shares of Common Stock which the
undersigned would be entitled to vote if then and there personally present, on
the matters set forth below.
1. ELECTION OF DIRECTORS: [ ] FOR ALL NOMINEES LISTED BELOW
(EXCEPT AS INDICATED.) [ ] WITHHOLD FROM ALL NOMINEES
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NUMBER(S)....
01 - John C. Bolger;
02 - Neil R. Bonke;
03 - Randy W. Furr;
04 - Joseph M. Schell;
05 - Jure Sola;
06 - Mario M. Rosati;
07 - Bernard V. Vonderschmitt
2. Proposal to approve the amendment to the
Restated Certificate of Incorporation to
increase the number of authorized shares of
Common Stock:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to increase the number of shares to
the 1993 Employee Stock Purchase Plan:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Proposal to ratify the appointment of Arthur
Andersen LLP as the independent public
accountants of Sanmina for its fiscal year
ending September 29, 2001:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
and, in their discretion, upon such other matter or matters which may properly
come before the meeting or any adjournment or adjournments thereof.
Address Change? Mark Box [ ]
Indicate changes below:
This Proxy will be voted as directed or, if no
contrary direction is indicated, will be voted
for the election of directors, for the
ratification of the appointment of Arthur
Andersen LLP as independent public accountants,
and as said proxies deem advisable on such
other matters as may properly come before the
meeting.
Dated:
-------------------------------------------- ,
2000
Signature(s)
(This Proxy should be marked, dated and signed
by the stockholder(s) exactly as his, her or
its name appears hereon, and returned promptly
in the enclosed envelope.
Persons signing in a fiduciary capacity should
so indicate. If shares are held by joint
tenants or as community property, both should
sign.)
