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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
JABIL CIRCUIT, INC.
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(Exact name of registrant as specified in its charter)
Delaware 38-1886260
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
10800 Roosevelt Boulevard, St. Petersburg, Florida 33716
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(Address of principal executive office) (zip code)
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If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following box A.(d), please check the
[x] following box [ ]
Securities Act registration statement file number to which this form relates: N/A
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(If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, $.001 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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JABIL CIRCUIT, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF COMPANY'S SECURITIES TO BE REGISTERED.
The capital stock of Jabil Circuit, Inc., a Delaware corporation (the
"Company") to be registered on the New York Stock Exchange, Inc. (the
"Exchange") is the Company's Common Stock, $.001 par value ("Common Stock").
The holders of Common Stock are entitled to one vote per share on all matters
to be voted upon by the stockholders. Subject to preferences that may be
applicable to any outstanding shares of the Company's Preferred Stock, $.001
per value (the "Preferred Stock"), the holders of Common Stock are entitled to
receive ratably such dividends, if any, as may be declared from time to time by
the Board of Directors out of funds legally available therefor. In the event
of liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior distribution rights of Preferred Stock, if any,
then outstanding. The Common Stock has no preemptive, conversion or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock are
fully paid and non-assessable.
The Company's Certificate of Incorporation authorizes 1,000,000 shares
of Preferred Stock. The Board of Directors has the authority to issue the
Preferred Stock in one or more series to fix the rights, preferences,
privileges and restrictions thereof, including dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption, redemption prices,
liquidation preferences and the number of shares constituting any series or the
designation of such series, without further vote or action by the stockholders.
The issuance of Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of the Company without further action by the
stockholders and may adversely affect the voting and other rights of the
holders of Common Stock. The issuance of Preferred Stock with voting and
conversion rights may adversely affect the voting power of the holders of
Common Stock, including the loss of voting control to others. At present, the
Company has no plans to issue any of the Preferred Stock.
The Company's Certificate of Incorporation provides that, after the
Company has a class of securities registered under the Securities Exchange Act
of 1934, as amended, all stockholder action must be effected at a duly called
meeting and not by a consent in writing. The Certificate of Incorporation does
not allow for cumulative voting in the election of directors. The Company's
Bylaws permit the Board to increase or decrease the number of directors without
stockholder approval and permit the Board to nominate directors to fill
vacancies. These provisions of the Certificate of Incorporation and Bylaws
could discourage potential acquisition proposals and could delay or prevent a
change in control of the Company. These provisions are intended to (i) enhance
the likelihood of continuity and stability in the composition of the Board of
Directors and in the policies formulated by the Board of Directors, (ii)
discourage certain types of transactions that may involve an actual or
threatened change in control of the Company, (iii) reduce the vulnerability of
the Company to an unsolicited acquisition proposal, and (iv) discourage certain
tactics that may be used in proxy fights. However, such provisions could have
the effect of discouraging others from making tender offers for the Company's
shares and, as a consequence, they also may inhibit fluctuations in the market
price of the Company's shares that could result from takeover attempts. Such
provisions also may have the effect of preventing changes in the management of
the Company.
ITEM 2. EXHIBITS.
None
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
JABIL CIRCUIT, INC.
By: /s/ Thomas A. Sansone
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Thomas A. Sansone
President
Date: April 27, 1998
