<PAGE> 1
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-91719
PROSPECTUS SUPPLEMENT [Thomas Weisel Partners LLC Logo]
(To prospectus dated May 19, 2000)
Jabil Logo
13,000,000 Shares
Common Stock
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This is an offering of shares of common stock of Jabil Circuit, Inc. We are
offering 13,000,000 shares in this offering.
Our common stock is traded on the New York Stock Exchange under the symbol
"JBL." On June 5, 2000, the last reported sale price of our common stock on the
New York Stock Exchange was $42.75 per share.
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INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 6.
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<TABLE>
<CAPTION>
Per Share Total
<S> <C> <C>
Public offering price $41.75 $542,750,000
Underwriting discounts and commissions $ 1.25 $ 16,250,000
Proceeds, before expenses, to us $40.50 $526,500,000
</TABLE>
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus to which it relates is truthful or
complete. Any representation to the contrary is a criminal offense.
The shares of common stock will be ready for delivery in New York, New York on
or about June 9, 2000.
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THOMAS WEISEL PARTNERS LLC
The date of this prospectus supplement is June 6, 2000.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROSPECTUS SUPPLEMENT PAGE
SUMMARY.............................. S-3
USE OF PROCEEDS...................... S-6
DIVIDEND POLICY...................... S-6
PRICE RANGE OF COMMON STOCK.......... S-6
CAPITALIZATION....................... S-7
SHARES ELIGIBLE FOR FUTURE SALE...... S-8
CERTAIN UNITED STATES FEDERAL TAX
CONSIDERATIONS FOR NON-UNITED
STATES HOLDERS..................... S-9
UNDERWRITING......................... S-12
LEGAL MATTERS........................ S-13
PROSPECTUS PAGE
ABOUT THIS PROSPECTUS................ 3
JABIL CIRCUIT, INC................... 3
FORWARD-LOOKING STATEMENTS........... 5
RISK FACTORS......................... 6
USE OF PROCEEDS...................... 10
RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS...... 10
THE SECURITIES....................... 11
DESCRIPTION OF DEBT SECURITIES....... 11
DESCRIPTION OF CAPITAL STOCK......... 32
DESCRIPTION OF DEPOSITARY SHARES..... 34
DESCRIPTION OF WARRANTS.............. 37
PLAN OF DISTRIBUTION................. 38
LEGAL MATTERS........................ 38
EXPERTS.............................. 39
WHERE YOU CAN FIND ADDITIONAL
INFORMATION........................ 39
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE.......................... 39
</TABLE>
-------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS SUPPLEMENT MAY
ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE INFORMATION IN THIS
PROSPECTUS SUPPLEMENT MAY ONLY BE ACCURATE ON THE DATE OF THIS PROSPECTUS
SUPPLEMENT.
When used in this prospectus supplement, the terms "Jabil," "we," "our,"
"us" and the "Company" refer to Jabil Circuit, Inc. and its subsidiaries.
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<PAGE> 3
SUMMARY
This summary is not complete and may not contain all of the information
that you should consider before investing in the common stock. To understand
this offering fully, you should carefully read the entire prospectus supplement
and the accompanying prospectus and the documents incorporated by reference.
JABIL CIRCUIT, INC.
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., Dell Computer Corporation, Gateway, Inc., Hewlett-Packard
Company, Johnson Controls, Inc., Lucent Technologies Inc. and Quantum
Corporation. For the fiscal year ended August 31, 1999, we achieved net revenues
of approximately $2.2 billion and net income of $84.8 million (restated to
include the effect of the subsequent "GET Merger" (as defined below) that was
accounted for as a pooling of interests). For the six months ended February 29,
2000, we achieved net revenues of approximately $1.5 billion and net income of
approximately $60.4 million.
Subsequent to August 31, 1999, we completed three 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 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 was 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 market industries. The
transaction was accounted for as a pooling of interests and, accordingly, our
historical consolidated financial statements have been restated to include the
accounts and results of operations of GET Manufacturing, Inc.
On February 1, 2000, we acquired the net assets of Bull Information
Technology, an electronic manufacturing service provider. The business currently
operates from leased facilities in the City of Contagem, State of Minas Gerais,
in Brazil. We are acquiring approximately 30 acres in Contagem and will be
constructing a new facility to replace the currently leased operations.
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 that 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
S-3
<PAGE> 4
- 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, Brazil and Scotland, and
anticipate completing construction of a new facility in Tiszaujvaros, Hungary
late in 2000. 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.
We are focused on expanding our position as one of the leading global
providers of electronic manufacturing services to major OEMs. To achieve this
objective, we will continue implementing the following strategies:
- ESTABLISH AND MAINTAIN LONG-TERM CUSTOMER RELATIONSHIPS. Our core
strategy is to establish and maintain long-term relationships with
leading electronics companies in expanding industries with the size and
growth characteristics that can benefit from highly automated, continuous
flow and global manufacturing. Historically, we have derived a majority
of our growth from existing customers. We focus on maintaining long-term
relationships with our customers and seek to expand such relationships to
include additional product lines and services. In addition, we have a
focused effort to identify and develop relationships with new customers
who meet our profile.
- UTILIZE WORK CELL BUSINESS UNITS. Each of our work cell business units
is dedicated to one customer and operates with a high level of autonomy,
utilizing dedicated production equipment, production workers,
supervisors, buyers, planners and engineers. We believe our work cell
business units promote increased responsiveness to our customers' needs,
particularly as a customer relationship grows to multiple production
locations.
- EXPAND PARALLEL GLOBAL PRODUCTION. Our ability to produce the same
product on a global scale is a significant requirement of our customers.
We believe that parallel global production is a key strategy to reduce
obsolescence risk and secure the lowest landed costs while simultaneously
supplying products of equivalent or comparable quality throughout the
world. Consistent with this strategy, we have expanded our existing
Mexican facility, and, as part of the GET Merger, acquired manufacturing
operations in China and Mexico.
- OFFER SYSTEMS ASSEMBLY AND DIRECT ORDER FULFILLMENT. Our systems
assembly and direct order fulfillment services allow our customers to
reduce product cost and risk of product obsolescence by reducing total
work-in-process and finished goods inventory. We offer these services at
all of our manufacturing locations.
- PURSUE SELECTIVE ACQUISITION OPPORTUNITIES. An increasing number of OEMs
are divesting internal manufacturing operations to EMS providers. In many
of these situations, the OEM enters into a customer relationship with the
EMS provider. Our acquisition strategy is focused on obtaining from OEMs
manufacturing operations with consistent growth and experienced
management teams, and opportunities for long-term outsourcing
relationships.
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 prospectus supplement or the accompanying prospectus or the
documents incorporated by reference in this prospectus supplement or the
accompanying prospectus.
S-4
<PAGE> 5
THE OFFERING
<TABLE>
<S> <C>
Total Common Stock Offered by Jabil........ 13,000,000 shares
Common Stock to be Outstanding After the
Offering(1).............................. 189,960,109 shares
Use of Proceeds............................ For repayment of outstanding borrowings
under our revolving credit facility ($225
million as of June 5, 2000), and the
remainder for capital expenditures and
general corporate purposes, including
increasing our working capital and possible
acquisitions.
New York Stock Exchange symbol............. "JBL"
</TABLE>
---------------
(1) This information is based on 176,960,109 shares outstanding at June 2, 2000,
and it excludes 13,222,519 shares of our common stock issuable upon exercise
of outstanding options.
S-5
<PAGE> 6
USE OF PROCEEDS
The net proceeds from the sale of the common stock, after deducting
underwriting compensation and estimated fees and expenses, are expected to be
approximately $525,350,000 and will be used to repay the outstanding borrowings
under our $500,000,000 revolving credit facility with a syndicate of banks (the
"Revolver"). At June 5, 2000, borrowings under the Revolver were $225,000,000
and the effective interest rate was 7.45%. The Revolver expires on April 6, 2003
and outstanding borrowings are then due and payable. We intend to use the
remaining net proceeds of the Offering for capital expenditures and general
corporate purposes, including increasing our working capital and possible
acquisitions. Pending such use, the net proceeds may be invested temporarily in
cash and cash equivalents or short-term investments or used to reduce our
short-term indebtedness.
DIVIDEND POLICY
We have never declared or paid cash dividends on our capital stock and do
not anticipate paying cash dividends in the foreseeable future. We intend to
retain any future earnings for reinvestment in our business.
PRICE RANGE OF COMMON STOCK
Prior to May 5, 1998, our common stock traded on the Nasdaq National
Market. Since that date, our common stock has traded on the New York Stock
Exchange under the symbol "JBL." The following table sets forth the range of
high and low sale prices per share of our common stock as reported on the Nasdaq
National Market and the New York Stock Exchange for the fiscal periods
indicated.
<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
FISCAL YEAR 1998
First quarter ended November 30, 1997.................. $18.00 $ 9.07
Second quarter ended February 28, 1998................. $14.19 $ 7.38
Third quarter ended May 31, 1998....................... $13.32 $ 7.47
Fourth quarter ended August 31, 1998................... $ 9.57 $ 5.75
FISCAL YEAR 1999
First quarter ended November 30, 1998.................. $14.94 $ 5.75
Second quarter ended February 28, 1999................. $19.75 $14.13
Third quarter ended May 31, 1999....................... $27.10 $14.75
Fourth quarter ended August 31, 1999................... $27.69 $18.16
FISCAL YEAR 2000
First quarter ended November 30, 1999.................. $36.19 $21.82
Second quarter ended February 29, 2000................. $39.66 $30.25
Third quarter ended May 31, 2000....................... $45.44 $28.13
Fourth quarter (through June 5, 2000).................. $47.00 $37.75
</TABLE>
On June 5, 2000, the last sale price of our common stock as reported on the
New York Stock Exchange was $42.75 per share, and on June 2, 2000 there were
2,065 holders of record of our common stock.
S-6
<PAGE> 7
CAPITALIZATION
The following table sets forth our capitalization as of February 29, 2000
(1) on an actual basis and (2) as adjusted to reflect this offering of our
common stock and the application of the net proceeds from this offering as set
forth under "Use of Proceeds". This table should be read in conjunction with our
consolidated financial statements and related notes that we have incorporated by
reference in the accompanying prospectus.
<TABLE>
<CAPTION>
AS OF FEBRUARY 29, 2000
------------------------
ACTUAL AS ADJUSTED
--------- ------------
(IN THOUSANDS)
<S> <C> <C>
Current installments of long-term debt...................... $ 8,333 $ 8,333
======== ==========
Long-term debt, less current installments:
Revolving credit facility................................. 95,000(1) --
6.89% Senior Notes due 2004............................... 33,333 33,333
Total long-term debt.............................. 128,333 33,333
Stockholders' equity:
Preferred stock, 10,000,000 shares ($.001 par value)
authorized, none issued and outstanding................ -- --
Common stock, 250,000,000 shares ($.001 par value)
authorized, 175,268,000 shares issued and outstanding;
189,960,109 shares issued and outstanding as
adjusted(2)............................................ 175 190
Additional paid-in capital.................................. 306,658 831,994
Retained earnings........................................... 341,590 341,590
Accumulated other comprehensive expense..................... (542) (542)
-------- ----------
Net stockholders' equity.................................... 647,882 1,173,232
-------- ----------
Total capitalization.............................. $784,548 $1,214,898
======== ==========
</TABLE>
---------------
(1) At June 5, 2000, borrowings under the revolving credit facility were
$225,000,000.
(2) All outstanding share numbers exclude 13,222,519 shares subject to
outstanding options under our benefit plans. The as adjusted numbers include
468,339 shares of common stock issued pursuant to the exercise of stock
options between February 29, 2000 and June 5, 2000.
S-7
<PAGE> 8
SHARES ELIGIBLE FOR FUTURE SALE
Once the Offering made by this prospectus supplement is complete, we will
have 189,960,109 shares of common stock outstanding. Of these shares,
approximately 147,064,293 shares will be freely tradeable without restriction or
registration under the Securities Act by persons who are not "affiliates" of
Jabil, as defined in the Securities Act. The remaining approximately 42,895,816
shares of common stock outstanding will be "restricted securities" as defined by
Rule 144.
In general, under Rule 144, a person, or a group of persons if their shares
are required to be aggregated, who for at least one year has beneficially owned
shares of our common stock that have not been registered under the Securities
Act or that were acquired from one of our "affiliates" as defined under the
Securities Act is entitled to sell shares of common stock subject to certain
limitations. The person or group may not sell within any three-month period a
number of shares that is more than the greater of (1) one percent of the number
of then outstanding shares of our common stock and (2) the average weekly
reported trading volume during the four calendar weeks preceding the sale. The
sales of the person or group under Rule 144 also are subject to notice
requirements and to there being current information publicly available about
Jabil. Also, these sales must be made in unsolicited brokers' transactions or to
a market maker.
A person, or a group of persons if their shares are required to be
aggregated, who is not our "affiliate" during the three months preceding a sale
and who had beneficially owned shares of our common stock for at least two years
is entitled to sell those shares without regard to the volume, notice,
information and manner of sale provisions of Rule 144.
As of June 2, 2000, we had reserved an aggregate of 13,222,519 shares of
our common stock for issuance upon the exercise of outstanding options granted
to our employees and directors. Except for any shares held by persons that are
our "affiliates" as defined under the Securities Act, shares issued upon
exercise of these options are freely tradeable.
We cannot predict the effect, if any, that sales of shares of our common
stock or the availability of shares of our common stock for sale will have on
the prevailing market price of our common stock. However, sales of significant
amounts of our common stock, or the perception that significant sales of our
common stock may occur, could adversely affect the prevailing market price of
our common stock. Significant sales of shares of our common stock could also
impair our ability to raise capital by issuing additional equity securities.
In lock-up agreements entered into in connection with the Offering, two of
our existing executive officers/directors have agreed, for a lock-up period of
60 days after the date of this prospectus supplement, not to make certain
dispositions of any shares of our common stock. The executive officers/directors
who have executed these lock-up agreements hold in aggregate approximately
37,027,850 shares of our common stock. The persons subject to these lock-up
agreements have agreed, subject to certain exceptions, not to directly or
indirectly:
- offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option or
right or warrant for the sale of, or otherwise dispose of or transfer, in
any way, any shares of our common stock or securities convertible into or
exchangeable or exercisable for shares of our common stock, whether now
owned or later acquired by the person executing the agreement or with
respect to which the person executing the agreement later acquires the
power of disposition
- file a registration statement under the Securities Act for the foregoing
- enter into any swap or other agreement that transfers, in whole or in
part, the economic consequence of ownership of our common stock whether
any such swap or transaction is to be
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<PAGE> 9
settled by delivery of common stock or other securities, in cash or
otherwise without the prior written consent of Thomas Weisel Partners
LLC.
The restrictions of the lock-up agreements do not apply:
- to the sale to the underwriter of the shares of common stock in this
Offering
- to the issue of shares of common stock upon the exercise of outstanding
stock options
- to the issue of options pursuant to our stock option plans
- to the sale of up to 200,000 shares of common stock by each of the two
executive officers/directors who have executed the lock-up agreements
CERTAIN UNITED STATES FEDERAL TAX
CONSIDERATIONS FOR NON-UNITED STATES HOLDERS
The following is a general discussion of some of the U.S. federal income
and estate tax consequences of the ownership and disposition of Jabil's common
stock applicable to non-U.S. holders. A non-U.S. holder is generally an
individual, corporation, estate or trust other than:
- an individual who is a citizen or resident of the United States for U.S.
federal income tax purposes;
- a corporation created or organized in the United States or under the laws
of the United States or of any political subdivision thereof;
- an estate whose income is includable in gross income for U.S. federal
income tax purposes regardless of its source; and
- a trust, if, in general (i) a court within the U.S. is able to exercise
primary supervision over its administration and one or more U.S. persons
have authority to control all of its substantial decisions or (ii) such
trust has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a U.S. person.
The following discussion is based on provisions of the U.S. Internal
Revenue Code of 1986, as amended, applicable Treasury regulations, and
administrative and judicial interpretations as of the date of this prospectus
supplement, all of which are subject to change, possibly with retroactive
effect. The following summary is for general information and applies only to
non-U.S. holders that hold Jabil's common stock as a capital asset. In addition,
this discussion does not apply to persons holding Jabil's shares through a
partnership or other pass-through entity. If you are a non-U.S. holder, you
should consult a tax advisor on the U.S. federal tax consequences of holding and
disposing of Jabil's common stock with respect to your particular circumstances,
for example, if you are a former citizen or resident of the United States, as
well as any tax consequences under the laws of any U.S. state or local or
non-U.S. taxing jurisdiction.
DIVIDENDS
Dividends paid to a non-U.S. holder of common stock generally will be
subject to withholding of U.S. federal income tax at a 30% rate or a lower rate
that an applicable income tax treaty may specify. Non-U.S. holders should
consult their tax advisors on their entitlement to benefits under a relevant
income tax treaty.
Dividends that are effectively connected with a non-U.S. holder's conduct
of a trade or business in the U.S. are generally subject to U.S. federal income
tax on a net income basis at regular graduated rates, but are not generally
subject to the 30% withholding tax if the non-U.S. holder files an appropriate
IRS form with the withholding agent. Any U.S. trade or business income received
by a non-U.S. holder that is a corporation may, under specific circumstances, be
subject to an additional branch profits tax at a 30% rate or a lower rate that
an applicable income tax treaty may specify.
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Dividends paid prior to January 1, 2001 to an address in a foreign country
are presumed, absent actual knowledge to the contrary, to be paid to a resident
of that country for purposes of the withholding discussed above and for purposes
of determining the applicability of an income tax treaty rate. For dividends
paid after December 31, 2000 a non-U.S. holder of common stock that claims the
benefit of an income tax treaty rate generally will be required to satisfy
applicable certification and other requirements.
A non-U.S. holder of common stock that is eligible for a reduced rate of
U.S. withholding tax under an income tax treaty may obtain a refund or credit of
any excess amounts withheld by filing an appropriate claim for a refund with the
IRS.
DISPOSITION OF COMMON STOCK
A non-U.S. holder generally will not be subject to U.S. federal income tax
in respect of gain recognized on a disposition of common stock unless:
- the gain is effectively connected with a U.S. trade or business, in which
case the gain will be taxed on a net income basis at graduated rates and
the branch profits tax may also apply to a corporate non-U.S. holder;
- the non-U.S. holder is an individual who is present in the United States
for 183 or more days in the taxable year of the disposition and meets
certain other requirements, in which case the gain will be taxed at a 30%
rate;
- the non-U.S. holder is subject to U.S. tax under provisions applicable to
certain U.S. expatriates (including certain former citizens or residents
of the United States); or
- Jabil is or has been a U.S. real property holding corporation for U.S.
federal income tax purposes at any time during the shorter of the
five-year period ending on the date of disposition or the non-U.S.
holder's holding period for the common stock.
The tax relating to stock in a U.S. real property holding corporation does
not apply to a non-U.S. holder whose holdings, actual and constructive, at all
times during the applicable period, amount to 5% or less of the common stock,
provided that the common stock is regularly traded on an established securities
market. Generally, a corporation is a U.S. real property holding corporation if
the fair market value of its U.S. real property interests equals or exceeds 50%
of the sum of the fair market value of its worldwide real property interests and
its other assets used or held for use in a trade or business. Jabil believes
that it has not been, is not, and does not anticipate becoming, a U.S. real
property holding corporation for U.S. federal income tax purposes.
FEDERAL ESTATE TAXES
Common stock owned or treated as owned by an individual who is a non-U.S.
holder at the time of death will be included in the individual's gross estate
for U.S. federal estate tax purposes and may be subject to U.S. federal estate
tax, unless an applicable estate tax treaty provides otherwise.
INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING TAX
Under specific circumstances, the IRS requires information reporting and
backup withholding at a rate of 31% on specific payments on common stock. Under
currently applicable regulations, non-U.S. holders of common stock generally
will be exempt from information reporting and backup withholding on dividends
paid prior to January 1, 2001 to an address outside the U.S. For dividends paid
after December 31, 2000, a non-U.S. holder of common stock that fails to certify
its non-U.S. holder status under applicable Treasury regulations may be subject
to information reporting and backup withholding at a rate of 31% on payments of
dividends.
Under regulations currently in effect, the payment of proceeds from the
disposition of common stock to or through a United States office of a broker
will be subject to information reporting and backup withholding unless the
beneficial owner, under penalty of perjury, certifies, among other things, its
status as
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<PAGE> 11
a non-U.S. holder or otherwise establishes an exemption. The payment of proceeds
from the disposition of common stock to or through a non-U.S. office of a
non-U.S. broker generally will not be subject to backup withholding and
information reporting except as noted below. In the case of proceeds from a
disposition of common stock paid to or through a non-U.S. office of a broker
that is: (1) a United States person, (2) a "controlled foreign corporation" for
United States federal income tax purposes, or (3) a foreign person 50.0% or more
of whose gross income from certain periods is effectively connected with a
United States trade or business, information reporting (but not backup
withholding) will apply unless the broker has documentary evidence in its files
that the owner is a non-U.S. holder (and the broker has no actual knowledge to
the contrary).
Under regulations generally effective for payments made after December 31,
2000, the payment of dividends or the payment of proceeds from the disposition
of common stock to a non-U.S. holder to or through a broker having certain
enumerated connections with the United States may be subject to information
reporting and backup withholding at a rate of 31.0% unless such recipient
provides to the payor certain documentation as to its status as a non-U.S.
holder or otherwise establishes an exemption. Prospective investors should
consult their tax advisors regarding the application of the such regulations to
their particular circumstances.
Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from a payment to a non-U.S. holder will be refunded or
credited against the holder's U.S. federal income tax liability, if any, if the
holder provides the required information to the IRS in a timely manner.
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UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement which consists of a terms agreement and the underwriting agreement
basic provisions, we have agreed to sell to Thomas Weisel Partners LLC (the
"underwriter"), and the underwriter has agreed to purchase all of the shares of
the common stock. The underwriting agreement provides that the underwriter is
obligated to purchase all of the shares of common stock offered hereby if any
are purchased.
The underwriter proposes to offer the common stock initially at the
offering price on the cover page of this prospectus supplement. After the
initial public offering, the public offering price may be changed.
The following table shows (1) the per share and total public offering
price, (2) the underwriting discounts and commissions to be paid by Jabil to the
underwriter and (3) the proceeds before expenses to Jabil.
<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- ------------
<S> <C> <C>
Public offering price....................................... $41.75 $542,750,000
Underwriting discounts and commissions...................... $ 1.25 $ 16,250,000
Proceeds, before expenses, to Jabil......................... $40.50 $526,500,000
</TABLE>
We estimate that our out-of-pocket expenses (exclusive of underwriting
discounts and commissions) for this offering will be approximately $1,150,000.
The shares of common stock are being offered by the underwriter, subject to
prior sale, when, as and if issued to and accepted by it, subject to approval of
certain legal matters by counsel for the underwriter and certain other
conditions. The underwriter reserves the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part.
We have agreed to indemnify the underwriter against liabilities under the
Securities Act of 1933 or to contribute to payments which the underwriter may be
required to make in respect thereof.
Jabil and certain of its executive officers/directors have agreed, subject
to certain exceptions, not to directly or indirectly (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant for the sale of or
otherwise dispose of or transfer any shares of common stock or securities
convertible into or exchangeable or exercisable for or repayable with common
stock, whether now owned or thereafter acquired by the person executing the
agreement or with respect to which the person executing the agreement thereafter
acquires the power of disposition, or file a registration statement under the
Securities Act of 1933 with respect to the foregoing or (2) enter into any swap
or other agreement that transfers, in whole or in part, the economic
consequences of ownership of common stock or such other securities, in cash or
otherwise, without the prior written consent of the underwriter, for a period of
60 days after the date of this prospectus (90 days, in the case of Jabil). In
the case of each executive officer/director, notwithstanding the foregoing
provisions, the executive officer/director may sell up to 200,000 shares during
the 60-day period. See the "Shares Eligible for Future Sale" section of this
prospectus supplement.
Jabil's common stock is listed on the New York Stock Exchange under the
symbol "JBL."
The underwriter may engage in over-allotment, stabilizing transactions and
covering transactions in accordance with Regulation M under the Securities
Exchange Act of 1934. Such transactions consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of the common stock.
- Over-allotment involves sales in excess of the offering size, which
creates a short position.
- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
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- Covering transactions involve purchases of the common stock in the open
market after the distribution has been completed in order to cover short
positions.
Such stabilizing transactions and covering transactions may cause the price
of the common stock to be higher than it would otherwise be in the absence of
such transactions. Neither Jabil nor the underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock. In addition, neither
Jabil nor the underwriter makes any representation that the underwriter will
engage in such transactions or that such transactions, if commenced, will not be
discontinued without notice.
The underwriter and/or its affiliates have provided in the past and may
provide in the future investment and commercial banking and other related
services to Jabil in the ordinary course of business for which the underwriter
and/or its affiliates have received or may receive customary fees and
reimbursement of their out-of-pocket expenses.
Purchasers of the shares of common stock offered hereby may be required to
pay stamp taxes and other charges in accordance with the laws and practices of
the country of purchase in addition to the offering price set forth on the cover
page hereof.
Thomas Weisel Partners LLC, the underwriter, was organized and registered
as a broker-dealer in December 1998. Since December 1998, Thomas Weisel Partners
has been named as a lead or co-manager on 162 filed public offerings of equity
securities, of which 114 have been completed, and has acted as a syndicate
member in an additional 95 public offerings of equity securities. Thomas Weisel
Partners does not have any material relationship with us or any of our officers,
directors or other controlling persons, except with respect to its contractual
relationship with us pursuant to the underwriting agreement entered into in
connection with this offering.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of common
stock offered hereby will be passed upon for Jabil by Holland & Knight LLP,
Tampa, Florida. Certain legal matters related to the Offering will be passed
upon for the underwriter by Brown & Wood LLP, New York, New York.
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PROSPECTUS SUPPLEMENT June 6, 2000 [Thomas Weisel Partners LLC Logo]
Jabil Logo
13,000,000 Shares
Common Stock
THOMAS WEISEL PARTNERS LLC
