<PAGE> 1
As filed with the Securities and Exchange Commission on November 12, 1999
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
JABIL CIRCUIT, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 38-1886260
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
-----------------------------
10560 Ninth Street North
St. Petersburg, Florida 33716
(727) 577-9749
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Robert L. Paver, Esq.
Secretary and General Counsel
Jabil Circuit, Inc.
10560 Ninth Street North
St. Petersburg, Florida 33716
(727) 577-9749
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Chester E. Bacheller, Esq.
Holland & Knight LLP
400 North Ashley Drive
Suite 2300
Tampa, Florida 33602
Phone: (813) 227-6431
Fax: (813) 229-0134
-----------------------------
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 on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the
"Securities Act"), other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier 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>
<CAPTION>
=============================================================================================================================
Title of Each Class of Securities Amount to be Proposed Maximum Proposed Amount of
to be Registered Registered Offering Price Maximum Registration
per Unit Aggregate Fee(1)
Offering Price(1)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share............... 5,124,146 $ 59.28125 $ 303,765,780 $ 84,446.89
=============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
required by Section 6(b) of the Securities Act and computed pursuant to Rule
457(a) under the Securities Act. Based upon the average of high and low prices
of the Common Stock reported on the New York Stock Exchange for November 5,
1999.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IN NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED NOVEMBER 12, 1999
PROSPECTUS
5,124,146 SHARES
JABIL CIRCUIT, INC.
COMMON STOCK
-------------------
These shares of common stock are being sold by the selling stockholders
listed beginning on page 10. Jabil will not receive any proceeds from the sale
of these shares.
Jabil's common stock is traded on the New York Stock Exchange under the
symbol "JBL." The last reported sale price on November 11, 1999 was $65.875 per
share.
The common stock may be sold in transactions on the New York Stock
Exchange at market prices then prevailing, in negotiated transactions, or
otherwise. See "Plan of Distribution."
-------------------
THIS OFFERING INVOLVES MATERIAL RISKS
SEE "RISK FACTORS" BEGINNING ON PAGE 4.
-------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
-------------------
The date of this prospectus is ___________, 1999.
================================================================================
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Questions And Answers About This Offering....................................1
About Jabil..................................................................1
Forward-Looking Statements...................................................3
Risk Factors.................................................................4
Selling Stockholders........................................................10
Plan Of Distribution........................................................12
Legal Matters...............................................................13
Experts.....................................................................13
Where You Can Find Additional Information...................................13
Incorporation Of Certain Documents By Reference.............................14
</TABLE>
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QUESTIONS AND ANSWERS ABOUT THIS OFFERING
Q WHAT IS THE PURPOSE OF THIS OFFERING?
A. The purpose of this offering is to register the resale of common stock
received by the selling stockholders in connection with the acquisition
by Jabil of GET Manufacturing, Inc. ("GET") in September 1999. Selling
stockholders are required to deliver a copy of this prospectus in
connection with any sale of shares.
Q. ARE THE SELLING STOCKHOLDERS REQUIRED TO SELL THEIR SHARES OF JABIL
COMMON STOCK?
A. No. The selling stockholders are not required to sell their shares of
common stock.
Q. HOW LONG WILL THE SELLING STOCKHOLDERS BE ABLE TO USE THIS PROSPECTUS?
A. Under the terms of a registration rights agreement, Jabil agreed to
keep this prospectus effective for a period expiring on the earlier of
(1) the date on which all of the selling stockholders' shares have been
sold or (2) the date on which all such shares are eligible for sale
pursuant to Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act"). After that, the selling stockholders will no longer
be able to use this prospectus to sell their shares.
ABOUT JABIL
We are one of the leading worldwide independent providers of electronic
manufacturing services ("EMS"). We design and manufacture electronic circuit
board assemblies and systems for major original equipment manufacturers ("OEMs")
in the communications, computer peripherals, personal computer, automotive and
consumer products industries. We serve our OEM customers with dedicated work
cell business units that combine high volume, highly automated continuous flow
manufacturing with advanced electronic design and design for manufacturability
technologies. Our customers currently include industry leaders such as Cisco
Systems, Inc., Gateway 2000, Inc., Hewlett-Packard Company, Johnson Controls,
Inc. and Quantum Corporation. For the fiscal year ended August 31, 1999, we
achieved net revenues of approximately $2.0 billion and net income of $91.5
million.
Subsequent to August 31, 1999, we completed two business combinations.
On September 1, 1999, we purchased EFTC Services, Inc., (the "EFTC Acquisition")
an electronic product service and repair business. Operating as Jabil Global
Services, Inc., we will continue to offer repair and warranty services for
existing and future customers from our hub-based operations in Memphis,
Tennessee; Louisville, Kentucky; and Tampa, Florida. The acquisition will be
recorded as a purchase.
On September 13, 1999, we completed a merger with GET Manufacturing,
Inc., (the "GET Merger") a China-based electronics manufacturing services
provider. We believe that the acquisition establishes Jabil as a leading EMS
provider in China. The operations currently service customers in the computer
peripherals, medical instruments, telephony, set-top box and consumer
<PAGE> 5
market industries. The transaction will be accounted for as a pooling of
interests and, accordingly, our historical consolidated financial statements
presented in future reports will be restated to include the accounts and results
of operations of GET Manufacturing, Inc.
The EMS industry has experienced rapid growth over the past several
years as an increasing number of OEMs have outsourced their manufacturing
requirements. OEMs are turning to outsourcing in order to reduce product cost,
achieve accelerated time-to-market and time-to-volume production, access
advanced design and manufacturing technologies, improve inventory management and
purchasing power, reduce their capital investment in manufacturing facilities,
and achieve parallel manufacturing of the same product throughout the world. We
believe further growth opportunities exist for EMS providers to penetrate the
worldwide electronics markets.
We offer our customers complete turnkey EMS solutions that are
responsive to their outsourcing needs. Our work cell business units are capable
of providing:
- integrated design and engineering services
- component selection, sourcing and procurement
- automated assembly
- design and implementation of product testing
- parallel global production
- systems assembly and direct order fulfillment services
- repair and warranty services
We currently conduct our operations in facilities that are located in
the United States, China, Italy, Malaysia, Mexico and Scotland. Our parallel
global production strategy provides our customers with the benefits of improved
supply-chain management, reduced inventory obsolescence, lowered transportation
costs and reduced product fulfillment time.
Our principal executive offices are located at 10560 Ninth Street
North, St. Petersburg, Florida 33716, and our telephone number is (727)
577-9749. Our website is located at www.jabil.com. Information contained in our
website is not a part of this document.
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FORWARD-LOOKING STATEMENTS
We make "forward-looking statements" within the "safe harbor" provision
of the Private Securities Litigation Reform Act of 1995 throughout this
prospectus and in the documents we incorporate by reference into this
prospectus. You can identify these statements by forward-looking words such as
"may," "will," "expect," "anticipate," "believe," "estimate," "plan" and
"continue" or similar words. We have based these statements on our current
expectations about future events. Although we believe that our expectations
reflected in or suggested by our forward-looking statements are reasonable, we
cannot assure you that these expectations will be achieved. Our actual results
may differ materially from what we currently expect. Important factors which
could cause our actual results to differ materially from the forward-looking
statements in this prospectus or in the documents that we incorporate by
reference into this prospectus are set forth in the "Risk Factors" section of
this prospectus, and elsewhere in this prospectus and in the documents that we
incorporate by reference into this prospectus.
You should read this prospectus and the documents that we incorporate
by reference into this prospectus completely and with the understanding that our
actual future results may be materially different from what we expect. We may
not update these forward-looking statements, even though our situation will
change in the future. All forward-looking statements attributable to us are
expressly qualified by these cautionary statements.
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RISK FACTORS
Before you invest in our common stock, you should be aware that the
occurrence of any of the events described in this risk factor section and
elsewhere in this prospectus could have a material adverse effect on our
business, financial condition and results of operations. You should carefully
consider these risk factors, together with all of the other information included
in this prospectus and in documents we incorporate by reference before you
decide to purchase the common stock. You may obtain the information incorporated
by reference into this prospectus without charge by following the instructions
in the "Where You Can Find More Information" section of this prospectus.
OUR OPERATING RESULTS MAY FLUCTUATE
Our annual and quarterly operating results are affected by a number of
factors, including:
- the level and timing of customer orders
- the composition of the costs of sales between materials and labor and
manufacturing overhead
- price competition
- our level of experience in manufacturing a particular product
- the degree of automation used in our assembly process
- the efficiencies achieved by us in managing inventories and fixed
assets
- fluctuations in materials costs and availability of materials
- the timing of expenditures in anticipation of increased sales,
customer product delivery requirements and shortages of components
or labor
The volume and timing of orders placed by our customers vary due to variation in
demand for our customers' products, our customers' inventory management, new
product introductions and manufacturing strategy changes, and consolidations
among our customers. In the past, changes in customer orders have had a
significant effect on our results of operations due to corresponding changes in
the level of overhead absorption. Any one or a combination of these factors
could adversely affect our annual and quarterly results of operations in the
future.
WE DEPEND ON A LIMITED NUMBER OF CUSTOMERS
For the fiscal year ended August 31, 1999, our three largest customers
accounted for approximately 52.0% of our net revenue and fewer than 20 customers
accounted for all of our net revenue. For the fiscal year ended August 31, 1999,
Hewlett-Packard Company and Cisco Systems, Inc. accounted for approximately
25.0% and 20.0% of net revenue, respectively. We
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<PAGE> 8
are dependent upon the continued growth, viability and financial stability of
our customers whose industries have experienced rapid technological change,
short product life cycles, consolidation, and pricing and margin pressures. We
expect to continue to depend upon a relatively small number of customers for a
significant percentage of our net revenue. A significant reduction in sales to
any of our customers, or a customer exerting significant pricing and margin
pressures on us, would have a material adverse effect on our results of
operations. In the past, some of our customers have terminated their
manufacturing arrangements with us or have significantly reduced or delayed the
volume of manufacturing services ordered from us. We cannot assure you that
present or future customers will not terminate their manufacturing arrangements
with us or significantly change, reduce or delay the amount of manufacturing
services ordered from us. If they do, it could have a material adverse effect on
our results of operations. In addition, we generate significant accounts
receivables in connection with providing manufacturing services to our
customers. If one or more of our customers were to become insolvent or
otherwise were unable to pay for the manufacturing services provided by us, our
operating results and financial condition would be adversely affected.
THE VOLUME AND TIMING OF CUSTOMER SALES MAY VARY
The volume and timing of sales to our customers may vary due to:
- variation in demand for our customers' products
- our customers' attempts to manage their inventory
- electronic design changes
- changes in our customers' manufacturing strategy
- acquisitions of or consolidations among customers
Due in part to these factors, most of our customers do not commit to firm
production schedules for more than one quarter in advance. Our inability to
forecast the level of customer orders with certainty makes it difficult to
schedule production and maximize utilization of manufacturing capacity. In the
past, we have been required to increase staffing and other expenses in order to
meet the anticipated demand of our customers. Anticipated orders from many of
our customers have, in the past, failed to materialize or delivery schedules
have been deferred as a result of changes in our customers' business needs,
thereby adversely affecting our results of operations. On other occasions, our
customers have required rapid increases in production, which have placed an
excessive burden on our resources. Such customer order fluctuations and
deferrals have had a material adverse effect on us in the past, and we cannot
assure you that we will not experience such effects in the future.
WE ARE IN A HIGHLY COMPETITIVE INDUSTRY
The electronic manufacturing services business is highly competitive. We
compete against numerous domestic and foreign manufacturers, including SCI
Systems, Inc., Solectron
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Corporation, Celestica, Inc. and Flextronics International. In addition, we may
in the future encounter competition from other large electronic manufacturers
that are selling, or may begin to sell, electronic manufacturing services. Most
of our competitors have international operations and some have substantially
greater manufacturing, financial, research and development, and marketing
resources than us. We also face potential competition from the manufacturing
operations of our current and potential customers, who are continually
evaluating the merits of manufacturing products internally versus the advantages
of outsourcing.
OUR RAPID GROWTH MAY BE DIFFICULT TO MANAGE
We have grown rapidly. Our ability to manage growth effectively will
require us to continue to implement and improve our operational, financial and
management information systems; continue to develop the management skills of our
managers and supervisors; and continue to train, motivate and manage our
employees. Our failure to effectively manage growth could have a material
adverse effect on our results of operations
WE MAY EXPERIENCE RISKS RELATING TO OUR COMPUTER INTEGRATION
We are in the process of installing a new Enterprise Resource Planning
system that will replace the current Manufacturing Resource Planning system and
financial information systems. Any delay in the implementation of these new
information systems could result in material adverse consequences, including
disruption of operations, loss of information and unanticipated increases in
cost. See "- We May Experience Year 2000 Risks."
WE MAY ENCOUNTER DIFFICULTIES WITH ACQUISITIONS
We cannot assure you that we will be able to successfully integrate the
operations and management of our recent acquisitions. Similarly, we cannot
assure you that we will be able to consummate or, if consummated, successfully
integrate the operations and management of future acquisitions. Acquisitions
involve significant risks which could have a material adverse effect on us,
including:
- Financial risks, such as (1) potential liabilities of the acquired
businesses; (2) the dilutive effect of the issuance of additional
equity securities; (3) the incurrence of additional debt; (4) the
financial impact of amortizing goodwill and other intangible assets
involved in any acquisitions that are accounted for using the
purchase method of accounting; and (5) possible adverse tax and
accounting effects.
- Operating risks, such as (1) the diversion of management's attention
to the assimilation of the businesses to be acquired; (2) the risk
that the acquired businesses will fail to maintain the quality of
services that we have historically provided; (3) the need to
implement financial and other systems and add management resources;
(4) the risk that key employees of the acquired businesses will leave
after the acquisition; and (5) unforeseen difficulties in the
acquired operations.
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THE AVAILABILITY OF THE MANUFACTURING COMPONENTS WE NEED MAY BE LIMITED
Substantially all of our net revenue is derived from turnkey manufacturing
in which we provide materials procurement. While most of our significant
long-term customer contracts permit quarterly or other periodic adjustments to
pricing based on decreases and increases in component prices and other factors,
we typically bear the risk of component price increases that occur between any
such repricings or, if such repricing is not permitted, during the balance of
the term of the particular customer contract. Accordingly, certain component
price increases could adversely affect our gross profit margins. Almost all of
the products we manufacture require one or more components that are available
from only a single source. Some of these components are allocated from time to
time in response to supply shortages. In some cases, supply shortages will
substantially curtail production of all assemblies using a particular component.
In addition, at various times industry wide shortages of electronic components
have occurred, particularly of memory and logic devices. Such circumstances have
produced significant levels of short-term interruption of our operations, and
may have a material adverse effect on our results of operations in the future.
OUR INTERNATIONAL OPERATIONS MAY BE SUBJECT TO CERTAIN RISKS
We derived 33.0% of our revenues from international operations in fiscal
year 1999. We currently operate outside the United States in Bergamo, Italy;
Penang, Malaysia; Guadalajara and Tijuana, Mexico; Shenzhen, Dan Shui and Panyu,
China; and Livingston, Scotland. Our international operations may be subject to
a number of risks, including:
- difficulties in staffing and managing foreign operations
- political and economic instability
- unexpected changes in regulatory requirements and laws
- longer customer payment cycles and difficulty collecting accounts
receivable
- export duties, import controls and trade barriers (including quotas)
- governmental restrictions on the transfer of funds to us from our
operations outside the United States
- burdens of complying with a wide variety of foreign laws and labor
practices
- fluctuations in currency exchange rates, which could affect local
payroll, utility and other expenses
- inability to utilize net-operating losses incurred by our foreign
operations to reduce our U.S. income taxes
In our experience, entry into new international markets requires
considerable management time as well as start-up expenses for market
development, hiring and establishing office facilities
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before any significant revenues are generated. As a result, initial operations
in a new market may operate at low margins or may be unprofitable.
WE DEPEND ON KEY PERSONNEL
Our continued success depends largely on the efforts and skills of our key
managerial and technical employees. The loss of the services of certain of these
key employees or an inability to attract or retain qualified employees could
have a material adverse effect on us. We do not have employment agreements or
noncompetition agreements with our key employees.
WE MAY EXPERIENCE YEAR 2000 RISKS
Many existing computer programs use only two digits to identify a year in
the date field. These programs were designed and developed without considering
the impact of the upcoming change in the century. If not corrected, many
computer applications could fail or create erroneous results by or at the Year
2000. We are actively taking steps to ensure that our global information
technology infrastructure and business system applications, manufacturing
equipment and systems will be Year 2000 compliant. We are also seeking adequate
assurances of Year 2000 compliance from our suppliers, customers, and other
third parties with whom we conduct business. We have spent approximately $1.5
million to date, and intend to spend an additional $200,000 by December 31,
1999, to address any Year 2000 issues. However, we cannot assure you that our
efforts are appropriate, adequate or complete. Based on our assessment of Year
2000 issues, we may face the following concerns:
- We believe our current legacy computer systems are Year 2000
compliant, and we are in the process of replacing them with a new
Enterprise Resource Planning system, which we believe is also Year
2000 compliant. As a result of our acquisition efforts, we now
foresee a continuing effort to integrate and consolidate acquired
systems into our Enterprise Resource Planning System. This process
will continue throughout calendar 2000. Any significant failure of
these systems could have a material adverse effect on our financial
position, results of operations and cash flows.
- We have made recent acquisitions and plan to continue to pursue
additional acquisitions. In this regard, we may acquire a business
with a significant risk from Year 2000 issues.
- Our business operations utilize an electronic commerce
system/electronic data interchange with suppliers and customers to
implement a variety of supply chain management programs. While we are
actively seeking assurances of Year 2000 compliance from our suppliers
and customers, the failure by any one of these third parties to
address Year 2000 issues could result in our temporary inability to
process these supply chain management programs with such third
parties.
As a result of these Year 2000 issues, we may suffer the following
consequences:
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- We may experience a significant number of operational inconveniences
and inefficiencies that may divert our time, attention and financial
and human resources from our ordinary business activities.
- We may suffer serious system failures that may require significant
efforts by us or our suppliers, customers, and other third parties, to
prevent or alleviate material business disruptions.
- We may experience a significant loss of revenues or incur a
significant amount of unanticipated expenses.
WE MUST MAINTAIN OUR TECHNOLOGICAL AND MANUFACTURING PROCESS EXPERTISE
The market for our manufacturing services is characterized by rapidly
changing technology and continuing process development. We are continually
evaluating the advantages and feasibility of new manufacturing processes. We
believe that our future success will depend upon our ability to develop and
provide manufacturing services which meet our customers' changing needs,
maintain technological leadership, and successfully anticipate or respond to
technological changes in manufacturing processes on a cost-effective and timely
basis. We cannot assure you that our process development efforts will be
successful.
WE ARE SUBJECT TO A VARIETY OF ENVIRONMENTAL LAW COMPLIANCE RESPONSIBILITIES
We are subject to a variety of federal, state, local and foreign
environmental regulations relating to the use, storage, discharge and disposal
of hazardous chemicals used during our manufacturing process. If we fail to
comply with any present and future regulations, we could be subject to future
liabilities or the suspension of production. In addition, such regulations could
restrict our ability to expand our facilities or could require us to acquire
costly equipment, or to incur other significant expenses to comply with
environmental regulations.
CERTAIN EXISTING STOCKHOLDERS WILL HAVE SIGNIFICANT CONTROL OVER THE COMPANY
Our executive officers, directors and principal stockholders and their
affiliates collectively and beneficially own 30.7% of our outstanding common
stock of which William D. Morean beneficially owns 25.4%. As a result, our
executive officers, directors, principal stockholders and their affiliates
have significant influence over (1) the election of our Board of Directors,
(2) the approval or disapproval of any other matters requiring stockholder
approval, and (3) the affairs and policies of Jabil.
OUR STOCK PRICE MAY BE VOLATILE
Our common stock is traded on the New York Stock Exchange. The market
price of our common stock has fluctuated substantially in the past and could
fluctuate substantially in the future, based on a variety of factors, including
future announcements covering us or our key customers or competitors,
government regulations, litigation, changes in earnings estimates by analysts,
fluctuations in quarterly operating results, or general conditions in the
contract manufacturing, communications, computer peripherals, personal
computer, automotive or consumer products industries. Furthermore, stock prices
for many companies, and high technology companies in particular, fluctuate
widely for reasons that may be unrelated to their operating results. Those
fluctuations and general economic, political and market conditions, such as
recessions or international currency fluctuations and demand for our services,
may adversely affect the market price of our common stock.
OUR CERTIFICATE OF INCORPORATION, BYLAWS AND DELAWARE LAW MAY HAVE CERTAIN
ANTI-TAKEOVER EFFECTS
The Coporation Law of the State of Delaware and our certificate of
incorporation and bylaws each contain provisions which may, in effect,
discourage, delay or prevent a change of control of Jabil or unsolicited
acquisition proposals from taking place.
WE ARE SENSITIVE TO CHANGES IN INTEREST RATES
We pay interest on outstanding borrowings under our $225.0 million
revolving credit facility at interest rates that fluctuate based upon changes in
various base interest rates. As of August 31, 1999, we did not have outstanding
borrowings under our revolving credit facility. An adverse change in the base
rates upon which our interest rate is determined could have a material adverse
effect on our financial position, results of operations and cash flows.
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SELLING STOCKHOLDERS
The selling stockholders listed below received their shares of Jabil
common stock in connection with the acquisition by Jabil of GET, whereby the
selling stockholders exchanged their shares of GET for shares of Jabil.
Except as described in the table, none of the selling stockholders has
held any position or office or had a material relationship with Jabil or any of
its affiliates within the past three years other than as a result of the
ownership of Jabil's common stock. The information is "as of" the date of this
prospectus but may be amended or supplemented after this date.
<TABLE>
<CAPTION>
Shares Which May Shares Beneficially Owned
Shares Be Sold Pursuant After Offering
Beneficially To This ---------------------------
Selling Stockholder Owned (1) Prospectus (2) Number Percent
------------------- ------------- ---------------- ----------- ------------
<S> <C> <C> <C> <C>
Samuel Fang Shin 2,040 2,040 -0- *
Warley Investments Limited 550,474 550,474 -0- *
Calver Investments Limited 1,959,275 1,959,275 -0- *
Broomfleet Investments Limited 552,690 552,690 -0- *
Tilney Investments Limited 267,247 267,247 -0- *
Ho Pak Hay 36,990 36,990 -0- *
Activated Communications Limited
Partnership 354,333 354,333 -0- *
Bexley Enterprise Limited 203,150 203,150 -0- *
Callbooth Limited 685,196 685,196 -0- *
East Asia Properties Limited 118,110 118,110 -0- *
Edward Baumann Collins 40,157 40,157 -0- *
Hung Kai Wing 4,251 4,251 -0- *
James R. McManus 70,866 70,866 -0- *
Joseph P. Brown 5,669 5,669 -0- *
John Constantine 2,834 2,834 -0- *
Leung Chi Ming, Raymond 12,224 12,224 -0- *
Leung Yuet Han, Winnie 3,011 3,011 -0- *
Loong Sai Ying, Max 30,118 30,118 -0- *
Mak Kam Chuen 3,543 3,543 -0- *
Promars Holdings Limited 30,118 30,118 -0- *
Tsang Wing Kwong, Simon 1,417 1,417 -0- *
Wong Kin Fai 5,314 5,314 -0- *
Upgrade Inc. 55,047 55,047 -0- *
E. Bulkeley Griswold 30,118 30,118 -0- *
L&L Capital Partners, LLC 3,543 3,543 -0- *
Edward John Hayes 49,015 49,015 -0- *
Godfrey Fong 10,629 10,629 -0- *
James Richard Buckley 23,031 23,031 -0- *
Gary C. Puckett 17,716 17,716 -0- *
Jeff Bloch 8,858 8,858 -0- *
Linardo Lopez 1,846 1,846 -0- *
Ernst Gemassmer 1,174 1,174 -0- *
Banbury Enterprises Ltd. 5,905 5,905 -0- *
Kevin Tang Chiu Fung 3,543 3,543 -0- *
Peter Mohrhardt 177 177 -0- *
Barbara Kusa 88 88 -0- *
John Zimmerman 4,429 4,429 -0- *
</TABLE>
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- ----------------------
* less than 1%.
(1) Includes any shares as to which the individual has sole or shares voting
power or investment power and also any shares which the individual has
the right to acquire within 60 days of the date of this prospectus
through the exercise of any stock option or other right. Unless
otherwise indicated in the footnotes, each person has sole voting and
investment power (or shares such powers with his or her spouse) with
respect to the shares shown as beneficially owned.
(2) See "Plan of Distribution."
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PLAN OF DISTRIBUTION
The common stock covered by this prospectus may be offered and sold
from time to time by the selling stockholders, including in one or more of the
following transactions:
- on the New York Stock Exchange;
- in transactions other than on the New York Stock Exchange;
- in connection with short sales;
- by pledge to secure debts and other obligations;
- in connection with the writing of options, in hedge transactions,
and in settlement of other transactions in standardized or
over-the-counter options;
- in a combination of any of the above transactions; or
- pursuant to Rule 144 under the Securities Act, assuming the
availability of an exemption from registration.
The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to prevailing market prices,
at negotiated prices, or at fixed prices.
Broker-dealers that are used to sell shares will either receive
discounts or commissions from the selling stockholders, or will receive
commissions from the purchasers for whom they acted as agents.
The sale of common stock by the selling shareholders is subject to
compliance by the selling stockholders with certain contractual restrictions
with Jabil including certain restrictions contained in a registration rights
agreement between Jabil and the selling stockholders. There can be no assurance
that the selling stockholders will sell all or any of the common stock.
Jabil has agreed to keep this prospectus effective for a period
expiring on the earlier of (1) the date on which all of the selling
stockholders' shares have been sold or (2) the date on which all such shares are
eligible for sale pursuant to Rule 144 under the Securities Act. Jabil intends
to deregister any of the common stock not sold by the selling stockholders
immediately after the expiration of such period.
Jabil and the selling stockholders have agreed to customary
indemnification obligations with respect to the sale of common stock by use of
this prospectus.
12
<PAGE> 16
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares offered
hereby will be passed upon for Jabil by Holland & Knight LLP, Tampa, Florida.
EXPERTS
The consolidated financial statements of Jabil as of August 31, 1999 and
1998 and for each of the years in the three-year period ended August 31, 1999,
have been incorporated by reference herein and in the registration statement in
reliance upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Those reports, proxy statements and other information
may be obtained:
- At the Public Reference Room of the SEC, Room 1024-Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549;
- At the public reference facilities at the SEC's regional offices
located at Seven World Trade Center, 13th Floor, New York, New York
10048 or Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661;
- From the SEC, Public Reference Section, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549;
- At the offices of The New York Stock Exchange, 20 Broad Street, New
York, New York 10005; and
- From the Internet site maintained by the SEC at http://www.sec.gov,
which contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC.
Some locations may charge prescribed or modest fees for copies.
13
<PAGE> 17
INCORPORATION OF CERTAIN DOCUMENTS 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
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the following documents:
- Annual Report on Form 10-K for the year ended August 31, 1999
(including information specifically incorporated by reference into
our Form 10-K from our definitive Proxy Statement).
- Current Report on Form 8-K filed with the SEC on September
28th, 1999.
- The description of Jabil's common stock contained in Jabil's
registration statement on Form 8-A dated March 3, 1993, filed
pursuant to Section 12(g) of the Securities and Exchange Act of
1934.
- All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 shall be deemed to be incorporated by reference in this
prospectus and to be part hereof from the date of filing of such
documents.
- All documents filed by the Registrant after the date of filing
the initial registration statement on Form S-3 of which this
prospectus forms a part and prior to the effectiveness of such
registration statement pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 shall be deemed to be
incorporated by reference into this prospectus and to be part
hereof from the date of filing of such documents.
On request we will provide at no cost to each person, including any
beneficial owner who receives a copy of this prospectus, a copy of any or all of
the documents incorporated in this prospectus by reference. We will not provide
exhibits to any of such documents, however, unless such exhibits are
specifically incorporated by reference into those documents. Written or
telephone requests for such copies should be addressed to Jabil's principal
executive offices, attention: Beth A. Walters, Vice President - Communications,
10560 Ninth Street North, St. Petersburg, Florida 33716, telephone number (727)
577-9749.
14
<PAGE> 18
================================================================================
5,124,146 SHARES
JABIL CIRCUIT, INC.
COMMON STOCK
----------------------------
PROSPECTUS
----------------------------
, 1999
================================================================================
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate (other than the Securities and Exchange
Commission Registration Fee) of the fees and expenses all of which are payable
by the Registrant, in connection with the registration and sale of the
securities being registered:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee.............. $ 84,446.89
Legal Fees and Expenses.......................................... 15,000.00
Accounting Fees and Expenses..................................... 10,000.00
Printing, Engraving and Mailing Expenses......................... 3,000.00
Miscellaneous.................................................... 2,553.11
==========
Total.................................................... 115,000.00
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As authorized by Section 145 of the General Corporation Law of the State
of Delaware ("DGCL"), each director and officer of the Registrant may be
indemnified by the Registrant against expenses (including attorney's fees,
judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceedings in which he is involved by reason of the fact
that he is or was a director or officer of the Registrant if he acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the Registrant and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe that his conduct was
unlawful. If the legal proceeding, however, is by or in the right of the
Registrant, the director or officer may not be indemnified in respect of any
claim, issue or matter as to which he shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Registrant unless
a court determines otherwise.
Article Tenth of the Registrant's Certificate of Incorporation provides
for mandatory indemnification of the Registrant's directors, officers and
employees and Article VI of the Registrant's Bylaws provide for permissible
indemnification of other agents to the maximum extent permitted by the DGCL. The
Registrant has entered into Indemnification Agreements with its officers and
directors with further indemnification to the maximum extent permitted by the
DGCL.
The general effect of the foregoing provisions may be to reduce the
circumstances in which an officer or director may be required to bear the
economic burden of the foregoing liabilities and expense.
11-1
<PAGE> 20
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description
------ ----------------------------------------------------------------
<S> <C>
5.1 Opinion of Holland & Knight LLP.
23.1 Consent of KPMG LLP, Independent auditors.
23.2 Consent of Holland & Knight LLP (included in Exhibit 5.1).
24.1 Power of Attorney of certain directors and officers of Jabil (set
forth on the signature page of this registration statement).
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act,
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement,
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by
such clauses is contained in periodic reports filed with or furnished
to the Securities and Exchange Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
11-2
<PAGE> 21
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to its Certificate of Incorporation, Bylaws, by agreement or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
11-3
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in St. Petersburg, Florida on November 12, 1999.
JABIL CIRCUIT, INC.
By: /s/ Timothy L. Main
----------------------------------
Timothy L. Main
November 12, 1999
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Timothy L. Main and Chris A. Lewis, and each of
them, as his true and lawful attorneys-in-fact and agents, each with the power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement filed herewith and any and all
amendments (including post-effective amendments) to this Registration Statement,
and 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 all post-effective
amendments thereto, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or his or their
substitute or substitutes, may lawfully 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 indicated on November 12, 1999.
Signature Title
--------- -----
<TABLE>
<CAPTION>
<S> <C>
/s/ William D. Morean Chairman of the Board of Directors and
- ----------------------------- Chief Executive Officer
William D. Morean (Principal Executive Officer)
/s/ Chris A. Lewis Chief Financial Officer (Principal Financial
- ----------------------------- and Accounting Officer)
Chris A. Lewis
</TABLE>
11-4
<PAGE> 23
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Thomas A. Sansone Vice Chairman of the Board of Directors
- ----------------------------- and Director
Thomas A. Sansone
/s/ Timothy L. Main President
- -----------------------------
Timothy L. Main
/s/ Lawrence J. Murphy Director
- -----------------------------
Lawrence J. Murphy
/s/ Mel S. Lavitt Director
- -----------------------------
Mel S. Lavitt
/s/ Steven A. Raymund Director
- -----------------------------
Steven A. Raymund
/s/ Frank A. Newman Director
- -----------------------------
Frank A. Newman
</TABLE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------------------------------------------------------------
<S> <C>
5.1 Opinion of Holland & Knight LLP.
23.1 Consent of KPMG LLP, Independent auditors.
23.2 Consent of Holland & Knight LLP (included in Exhibit 5.1).
24.1 Power of Attorney of certain directors and officers of Jabil (set
forth on the signature page of this registration statement).
</TABLE>
11-5
<PAGE> 1
EXHIBIT 5.1
November 12, 1999
Jabil Circuit, Inc.
10560 9th Street North
St. Petersburg, Florida 33716
Re: Registration Statement on Form S-3
Gentlemen:
We refer to the Registration Statement (the "Registration Statement")
on Form S-3, filed by Jabil Circuit, Inc. (the "Company") with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 (the "Securities Act") an aggregate amount of 5,124,146 shares (the
"Shares") of authorized common stock, par value $.001 per share, of the Company
being offered for sale for the benefit of the selling stockholders named in the
Registration Statement. We understand that the Shares are to be sold from time
to time on the New York Stock Exchange at prevailing prices or as otherwise
described in the Registration Statement.
In connection with the above registration, we have acted as counsel
for the Company, and have examined originals, or copies certified to our
satisfaction, of all such corporate records of the Company, certificates of
public officials and representatives of the Company, and other documents as we
deemed necessary to require as a basis for the opinion expressed below.
Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the Shares are duly authorized,
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" contained in the prospectus filed as part of the Registration
Statement, and any amendments thereto. In giving such consent, we do not admit
that we are in the category of persons whose consent is required under Section
7 of the Securities Act.
Very truly yours,
HOLLAND & KNIGHT LLP
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Jabil Circuit, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
St. Petersburg, Florida
November 12, 1999
