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As filed with the Securities and Exchange Commission on August 3, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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.)
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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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time 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, 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. [X]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered(1) per Unit Offering Price(1)(2)(3) Fee(4)
<S> <C> <C> <C> <C>
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Debt Securities(5)....................................
Preferred Stock, par value $0.001 per share(6)........
Common Stock, par value $0.001 per share(7)........... $1,292,750,000 (2) $1,292,750,000 $341,286
Depositary Shares(8)..................................
Warrants(9)...........................................
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(Footnotes appear on following page)
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.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to $207,250,000 of unsold
securities registered under Registration Statement No. 333-91719, as amended, in
respect of which a registration fee of $54,714 was paid on November 29, 1999.
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(Footnotes from previous page)
(1) In no event will the aggregate maximum initial offering price of all
securities issued pursuant to this Registration Statement exceed
$1,292,750,000, or the equivalent thereof in foreign currencies or
currency units. Any securities registered hereunder may be sold
separately, together or as units with other securities registered
hereunder.
(2) The proposed maximum offering price per unit (a) has been omitted
pursuant to Instruction II.D of Form S-3 and (b) will be determined,
from time to time, by the Registrant in connection with the issuance by
the Registrant of the securities registered hereunder.
(3) Estimated solely for the purpose of calculating the registration fee.
Any offering of Debt Securities denominated in any foreign currency or
currency unit will be treated as the equivalent in U.S. dollars based
on the exchange rate applicable to the purchase of such Debt Securities
from the Registrant. No separate consideration will be received for
Common Stock, Preferred Stock, Warrants or Debt Securities that are
issued upon conversion or exchange of Debt Securities or Preferred
Stock registered hereunder. Excludes $207,250,000 of securities
previously registered on Form S-3 (File No. 333-91719), as amended,
which are covered by the Prospectus included in this Registration
Statement pursuant to Rule 429. The Registrant previously paid filing
fees of $54,714 in respect of these previously registered securities.
(The Registrant originally paid filing fees of $65,214 of which $10,500
was subsequently refunded to the Registrant pursuant to the decrease in
the fee rate effective November 29, 1999 on filings made under Section
6(b) of the Securities Act of 1933, as amended).
(4) Calculated pursuant to Rule 457(o) of the rules and regulations under
the Securities Act of 1933, as amended.
(5) Subject to footnote 1, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold, from
time to time, by the Registrant. Such amount shall be increased, if any
Debt Securities are issued at an original issue discount, by an amount
such that the net proceeds to be received by the Registrant shall be
equal to the above amount to be registered. Also, in addition to any
Debt Securities that may be issued directly under this Registration
Statement, there is being registered hereunder such indeterminate
amount of Debt Securities as may be issued upon conversion or exchange
of other Debt Securities, Preferred Stock or Depositary Shares of the
Registrant, for which no consideration will be received by the
Registrant, or upon exercise of Warrants registered hereby.
(6) Subject to footnote 1, there is being registered hereunder an
indeterminate number of shares of Preferred Stock as may be sold, from
time to time, by the Registrant. There also is being registered
hereunder an indeterminate number of shares of Preferred Stock as shall
be issuable upon exercise of Warrants registered hereby. In addition,
there is being registered hereunder such indeterminate number of shares
of Preferred Stock, for which no consideration will be received by the
Registrant, as may be issued upon conversion or exchange of Debt
Securities of the Registrant.
(7) Subject to footnote 1, there is being registered hereunder an
indeterminate number of shares of Common Stock as may be sold, from
time to time, by the Registrant. There also is being registered
hereunder an indeterminate number of shares of Common Stock as may be
issuable upon conversion of the Debt Securities or the Preferred Stock
or upon exercise of Warrants registered hereby. The aggregate amount of
Common Stock registered hereunder is limited, solely for purposes of
any at the market offerings, to that which is permissible under Rule
415(a)(4) under the Securities Act of 1933, as amended.
(8) Such indeterminate number of Depositary Shares to be evidenced by
Depositary Receipts, representing a fractional interest of a share of
Preferred Stock.
(9) Subject to footnote 1, there is being registered hereunder an
indeterminate number of Warrants representing rights to purchase Debt
Securities, shares of Common Stock or Preferred Stock or Depositary
Shares of the Registrant registered hereby.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 3, 2000
PROSPECTUS
$1,500,000,000
JABIL CIRCUIT, INC.
DEBT SECURITIES, PREFERRED STOCK, COMMON STOCK,
DEPOSITARY SHARES AND WARRANTS
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When we offer securities, we will provide you with a prospectus supplement
describing the terms of the specific issue of securities, including the offering
price of the securities. The prospectus supplements may also add, update or
change information contained in this prospectus. You should read this prospectus
and any supplements carefully before you invest.
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Our common stock is traded on the New York Stock Exchange under the symbol
"JBL."
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INVESTING IN THESE SECURITIES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 7 OF THIS PROSPECTUS.
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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 , 2000.
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TABLE OF CONTENTS
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PAGE
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ABOUT THIS PROSPECTUS.............................................................................................3
JABIL CIRCUIT, INC................................................................................................3
FORWARD-LOOKING STATEMENTS........................................................................................6
RISK FACTORS......................................................................................................7
USE OF PROCEEDS..................................................................................................13
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS.................................................14
THE SECURITIES...................................................................................................15
DESCRIPTION OF DEBT SECURITIES...................................................................................15
DESCRIPTION OF CAPITAL STOCK.....................................................................................43
DESCRIPTION OF DEPOSITARY SHARES.................................................................................45
DESCRIPTION OF WARRANTS..........................................................................................48
PLAN OF DISTRIBUTION.............................................................................................49
LEGAL MATTERS....................................................................................................51
EXPERTS..........................................................................................................51
WHERE YOU CAN FIND ADDITIONAL INFORMATION........................................................................51
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................................................................51
</TABLE>
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You should rely only on the information contained in this prospectus or
any supplement. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information in this prospectus or any supplement is
accurate as of any date other than the date on the front of those documents. Our
business, financial condition, results of operations and prospects may have
changed since that date.
The information in this prospectus or any supplement may not contain
all of the information that may be important to you. You should read the entire
prospectus or any supplement, as well as the documents incorporated by reference
in the prospectus or any supplement, before making an investment decision.
"Jabil Circuit" and the Jabil logo are trademarks of Jabil. This
prospectus also refers to trademarks and tradenames of other companies.
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ABOUT THIS PROSPECTUS
This prospectus is part of a Registration Statement on Form S-3 that we
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf process, we may, from time to time, sell
any combination of securities described in this prospectus in one or more
offerings. This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any applicable prospectus supplement together with additional information
described below under the heading "Where You Can Find Additional Information."
When used in this prospectus and any prospectus supplement, the terms
"Jabil", "we", "our", "us" and the "Company" refer to Jabil Circuit, Inc. and
its subsidiaries.
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 nine months ended May 31,
2000, we achieved net revenues of approximately $2.5 billion and net income of
approximately $98.6 million.
Subsequent to August 31, 1999, we completed four 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.
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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.
On July 20, 2000, we purchased for cash Telenor Technology Services, a
repair and logistics services division of Telenor, a Norwegian provider of
telecommunication, data and media communication services. Operating as Jabil
Global Services Ltd, these operations offer circuit board repair and warranty
services for European customers from Dublin, Ireland.
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
- 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, Scotland and Ireland,
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:
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- 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 or the documents incorporated
by reference in this prospectus.
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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, supplements to 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,
supplements to this prospectus and in the documents that we incorporate by
reference into this prospectus.
You should read this prospectus, supplements to 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 in the event our situation changes in the future. All written
or oral forward-looking statements attributable to us are expressly qualified by
these cautionary statements.
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RISK FACTORS
Before you invest in the securities that we are offering, you should be
aware that the occurrence of any of the events described in this risk factor
section and elsewhere in this prospectus or in a supplement to this prospectus
could have a material adverse effect on our business, financial condition and
results of operations. You should carefully consider these risk factors and the
specific risks set forth under the caption "Risk Factors" in any supplement to
this prospectus, together with all of the other information included in this
prospectus or in a supplement to this prospectus and in documents we incorporate
by reference before you decide to purchase our securities. You may obtain the
information incorporated by reference into this prospectus without charge by
following the instructions in the "Where You Can Find Additional 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.
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WE DEPEND ON A LIMITED NUMBER OF CUSTOMERS
For the nine months ended May 31, 2000, our four largest customers
accounted for approximately 58% of our net revenue and our twenty largest
customers accounted for 96% of our net revenue. For the nine months ended May
31, 2000, Cisco Systems, Inc., Hewlett Packard Company, Dell Computer
Corporation and Lucent Technologies Inc. accounted for approximately 18%, 15%,
15% and 10% of our net revenue, respectively. We 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 receivable 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 may
experience such effects in the future.
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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 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.
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
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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.
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 40% of our revenues from international operations in fiscal
year 1999. For the first nine months of fiscal year 2000, we derived
approximately 43% of our revenues from international operations. We currently
operate outside the United States in Contagem, Brazil; Dan Shui, Panyu, and
Shenzhen, China; Bergamo, Italy; Penang, Malaysia; Guadalajara and Tijuana,
Mexico; Livingston, Scotland; and Dublin, Ireland. We have signed a lease for a
facility in Chihuahua, Mexico, and anticipate the building being available in
July 2000. We also anticipate completing construction of a facility in
Tiszaujvaros, Hungary late in 2000, and continuously consider additional
opportunities to make foreign acquisitions and construct new foreign facilities.
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
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- 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 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 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 HAVE SIGNIFICANT CONTROL
As of June 30, 2000, our executive officers, directors and their
affiliates collectively beneficially own approximately 22% of our outstanding
common stock, of which William D. Morean beneficially owns 19%. 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.
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<PAGE> 14
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 Corporation Law of the State of Delaware and our certificate of
incorporation and bylaws each contain certain 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 Credit Facility at
interest rates that fluctuate based upon changes in various base interest rates.
As of July 31, 2000, we had no outstanding borrowings under our 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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<PAGE> 15
USE OF PROCEEDS
Unless otherwise indicated in the prospectus supplement, the net
proceeds from the sale of securities offered by this prospectus will be used for
general corporate purposes, including capital expenditures, the repayment or
refinancing of debt and to meet working capital needs. We expect from time to
time to evaluate the acquisition of businesses, products and technologies, for
which a portion of the net proceeds may be used. Pending such uses, we will
invest the net proceeds in interest-bearing securities.
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<PAGE> 16
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The ratio of earnings to fixed charges and preferred stock dividends
for each of the periods indicated is as follows:
<TABLE>
<CAPTION>
NINE MONTHS
FISCAL YEAR ENDED AUGUST 31, ENDED MAY 31,
---------------------------------------------- -------------
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges.............................. 2.4 5.0 12.2 13.7 12.1 14.9
Ration of earnings to combined
fixed charged and preferred
stock dividends...................... 2.4 5.0 12.2 13.7 12.1 14.9
</TABLE>
These computations include us and our consolidated subsidiaries. For these
ratios, "earnings" represents income before taxes plus fixed charges (excluding
capitalized interest) and amortization of previously capitalized interest. Fixed
charges consist of (1) interest on all indebtedness and amortization of debt
discount and expense, (2) capitalized interest and (3) an interest factor
attributable to rentals. Because Jabil paid no preferred stock dividends during
any of the periods presented, the ratio of earnings to combined fixed charges
and preferred stock dividends is identical to the ratio of earnings to fixed
charges for each of the periods presented.
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<PAGE> 17
THE SECURITIES
Jabil may from time to time offer under this prospectus, separately or
together:
- senior or subordinated debt securities,
- shares of common stock,
- shares of preferred stock, which may be represented by
depositary shares as described below,
- warrants to purchase shares of common stock,
- warrants to purchase shares of preferred stock and
- warrants to purchase debt securities.
The aggregate initial offering price of the offered securities will not
exceed $1,500,000,000.
DESCRIPTION OF DEBT SECURITIES
The following description of debt securities sets forth the material
general terms and provisions of the series of debt securities to which any
prospectus supplement may relate. Other material specific terms of any
particular series of debt securities will be described in the applicable
prospectus supplement. To the extent that any particular terms of the debt
securities described in a prospectus supplement differ from any of the terms
described herein, then such terms described herein shall be deemed to have been
superseded by such prospectus supplement. The senior debt securities will be
senior secured or unsecured obligations of Jabil issued in one or more series
under an indenture (the "senior indenture") to be entered into between Jabil and
The Bank of New York, as trustee. The subordinated debt securities will be
subordinated unsecured obligations of Jabil issued in one or more series under
an indenture (the "subordinated indenture") to be entered into between Jabil and
The Bank of New York, as trustee. The forms of the indentures have been filed
with the SEC as exhibits to the registration statement. The terms of any series
of debt securities will be those set forth in the applicable indenture and such
debt securities and those made part of such indenture by the Trust Indenture
Act.
Because the summary of the material provisions of the indentures and
the debt securities set forth below and the summary of the material terms of a
particular series of debt securities set forth in the applicable prospectus
supplement are not complete, you should refer to the forms of the applicable
indenture and the debt securities for complete information regarding the terms
and provisions of that indenture (including defined terms) and the debt
securities. Wherever particular articles, sections or defined terms of an
indenture are referred to, those articles, sections or defined terms are
incorporated herein by reference, and the statement in connection with which
such reference is made is qualified in its entirety by such reference.
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<PAGE> 18
GENERAL
The debt securities may be issued from time to time in one or more
series. (Section 3.1) The indentures do not limit the aggregate principal amount
of debt securities which Jabil may issue thereunder and provide that Jabil may
issue debt securities of any series thereunder up to an aggregate principal
amount which Jabil may authorize from time to time.
Unless otherwise provided in a prospectus supplement, the senior debt
securities will be unsecured obligations of Jabil and will rank equally with all
of its other unsecured and unsubordinated indebtedness. See "Security for Senior
Debt Securities" below. The subordinated debt securities of each series will be
unsecured obligations of Jabil, subordinated in right of payment to the prior
payment in full of all Senior Indebtedness (which term includes senior debt
securities) of Jabil with respect to such series, as described below under
"Subordination of Subordinated Debt Securities" and in the applicable prospectus
supplement.
The prospectus supplement relating to the series of debt securities
offered thereby will describe the specific terms of the debt securities offered,
including (where applicable):
- the title or designation of such debt securities,
- any limit on the aggregate principal amount of such debt
securities,
- the price or prices (expressed as a percentage of the
principal amount thereof) at which such debt securities will
be issued,
- the date or dates on which the principal of and premium, if
any, on such debt securities will be payable, or the method or
methods, if any, by which such date or dates will be
determined,
- the rate or rates at which such debt securities will bear
interest, if any, or the method or methods, if any, by which
such rate or rates are to be determined, the date or dates, if
any, from which such interest will accrue, or the method or
methods, if any, by which such date or dates are to be
determined, and the basis upon which interest will be
calculated if other than that of a 360-day year of twelve
30-day months,
- the dates on which such interest, if any, will be payable and
the record dates, if any, therefor,
- the place or places where the principal of, premium, if any,
and interest, if any, or any Additional Amounts (as defined
below) on such debt securities will be payable and the place
or places where such debt securities may be surrendered for
registration of transfer and exchange, if in addition to or
other than The City of New York,
- if applicable, the date or dates on which, the period or
periods within which, the price or prices at which and the
other terms and conditions upon which debt
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<PAGE> 19
securities may be redeemed at the option of Jabil or are
subject to repurchase at the option of the holders,
- the terms of any sinking fund or analogous provision,
- whether any such debt securities are to be issuable in
registered form as registered securities or bearer form as
bearer securities or both and, if in bearer form, the terms
and conditions relating thereto and any limitations on
issuance of such bearer securities (including in exchange for
registered securities of the same series),
- whether any such debt securities will be issued in temporary
or permanent global form and, if so, the identity of the
depositary for such global debt security,
- whether and under what circumstances Jabil will pay Additional
Amounts (as contemplated by the indentures) on such debt
securities to any holder who is a United States Alien (i.e.,
as defined in the indentures, as such definition may be
modified, any person who, for United States Federal income tax
purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members
of which is, for United States Federal income tax purposes, a
foreign corporation, a non-resident alien individual or a
nonresident alien fiduciary of a foreign estate or trust) in
respect of any tax, assessment or other governmental charge
and, if so, whether Jabil will have the option to redeem such
debt securities rather than pay such Additional Amounts,
- the person to whom any interest on any registered securities
of the series shall be payable, if other than the person in
whose name the registered security (or one or more predecessor
securities (i.e., every previous debt security evidencing all
or a portion of the same indebtedness as that evidenced by
such particular debt security)) is registered at the close of
business on the regular record date for such interest, the
manner in which, or the person to whom, any interest on any
bearer security of the series shall be payable, if other than
upon presentation and surrender of the coupons appertaining
thereto as they severally mature, and the extent to which, or
the manner in which, any interest payable on a temporary
global debt security will be paid if other than in the manner
provided in the indenture,
- the portion of the principal amount of such debt securities
which shall be payable upon acceleration thereof if other than
the full principal amount thereof,
- if other than United States dollars, the currency of payment,
including composite currencies, of the principal of, any
premium or interest on or any Additional Amounts with respect
to any of such debt securities,
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<PAGE> 20
- the authorized denominations in which such debt securities
will be issuable, if other than denominations of $1,000 and
any integral multiple thereof (in the case of registered
securities) or $5,000 (in the case of bearer securities),
- whether the amount of payments of principal of, and premium,
if any, and interest, if any, or any Additional Amounts, on,
such debt securities may be determined with reference to an
index, formula or other method or methods (any such debt
securities being hereinafter called "Indexed Securities") and
the manner in which such amounts will be determined,
- whether the debt securities will be convertible into shares of
common stock and/or exchangeable for other securities, whether
or not issued by Jabil, and, if so, the terms and conditions
upon which the debt securities will be so convertible or
exchangeable,
- whether such debt securities are senior debt securities or
subordinated debt securities and, if subordinated debt
securities, the specific subordination provisions applicable
thereto,
- in the case of senior debt securities, whether the senior debt
securities of the series will be secured by a pledge of, or
security interest in, any assets or property of Jabil and, if
so, the specific security provisions applicable thereto,
- in the case of subordinated debt securities, the relative
degree, if any, to which such subordinated debt securities of
the series will be senior to or be subordinated to other
series of subordinated debt securities or other indebtedness
of Jabil in right of payment, whether such other series of
subordinated debt securities or other indebtedness is
outstanding or not,
- whether any of such debt securities are to be issued upon the
exercise of warrants, and the time, manner and place for such
debt securities to be authenticated and delivered,
- any deletions from, modifications of or additions to the
Events of Default or covenants with respect to the debt
securities,
- whether the provisions described below under "Discharge,
Defeasance and Covenant Defeasance" will be applicable to such
debt securities and
- any other terms of such debt securities. (Section 3.1)
As used in this prospectus and any prospectus supplement relating to
the offering of any debt securities, references to the principal of and premium,
if any, and interest, if any, on such debt securities will be deemed to include
mention of the payment of Additional Amounts, if any, required by the terms of
such debt securities in such context. "Additional Amounts" means any additional
amounts which are required by the applicable indenture or by the terms of any
debt security, under circumstances specified therein, to be paid by Jabil in
respect of certain taxes,
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<PAGE> 21
assessments or other governmental charges imposed on the holders of such debt
security and which are owing to such holders.
Debt securities may be issued as original issue discount securities
(i.e., debt securities which provide for declarations of amounts less than the
principal face amount thereof to be due and payable upon acceleration pursuant
to the indenture) to be sold at a substantial discount below their principal
amount. In the event of an acceleration of the maturity of any original issue
discount security, the amount payable to the holder thereof upon such
acceleration will be determined in the manner described in the applicable
prospectus supplement. Material federal income tax and other considerations
applicable to original issue discount securities will be described in the
applicable prospectus supplement.
Under the indentures, the terms of the debt securities of any series
may differ and Jabil, without the consent of the holders of the debt securities
of any series, may reopen a previous series of debt securities and issue
additional debt securities of such series or establish additional terms of such
series. (Section 3.1)
Unless otherwise described in a prospectus supplement relating to any
debt securities, other than as described below under "Covenants Applicable to
Senior Debt Securities" neither indenture contains any provisions that would
limit Jabil's ability to incur indebtedness or that would afford holders of debt
securities protection in the event of a sudden and significant decline in the
credit quality of Jabil or a takeover, recapitalization or highly leveraged or
similar transaction involving Jabil. Accordingly, Jabil could in the future
enter into transactions that could increase the amount of indebtedness
outstanding at that time or otherwise affect Jabil's capital structure or credit
rating. You should refer to the prospectus supplement relating to a particular
series of debt securities for information regarding any deletions from,
modifications of or additions to the Events of Default described below or
covenants contained in the applicable indenture, including any addition of a
covenant or other provisions providing event risk or similar protection.
CONVERSION AND EXCHANGE
The terms, if any, on which debt securities of any series are
convertible into or exchangeable for shares of common stock, shares of preferred
stock or other securities, whether or not issued by Jabil, property or cash, or
a combination of any of the foregoing, will be set forth in the related
prospectus supplement. Such terms may include provisions for conversion or
exchange, either mandatory, at the option of the holder, or at the option of
Jabil, in which the securities, property or cash to be received by the holders
of the debt securities would be calculated according to the factors and at such
time as described in the related prospectus supplement.
SECURITY FOR SENIOR DEBT SECURITIES
The senior indenture provides that the payment of all amounts owing by
Jabil under the senior debt securities of each series, if specified in the
applicable prospectus supplement, will be secured equally and ratably with the
obligations of Jabil and other borrowers owing under the Credit Facility and
with the obligations of Jabil under its privately-placed 6.89% senior notes due
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<PAGE> 22
May 30, 2004. For purposes of this discussion, references to the Credit
Facility and any obligations owing under the Credit Facility include any
amendment, extension, renewal, substitution or replacement, or successive
amendment, extension, renewal, substitution or replacement (within 180 days of
the termination of any predecessor Credit Facility), of the Credit Facility or
such obligations.
Pursuant to the terms of the Credit Facility, Jabil is obligated to
pledge as collateral to secure its obligations thereunder (i) 65% of the stock
of each of Jabil's direct foreign subsidiaries, and (ii) 100% of the stock of
each of Jabil's domestic subsidiaries that in the future constitute 3% of more
of Jabil's total consolidated assets or which constitute 3% or more of Jabil's
total consolidated revenues for the most recently completed fiscal year. Jabil
will enter into security documents, or amend its existing security documents,
to provide that the holders of senior debt securities of each applicable series
will have an equal and ratable interest in the collateral from time to time
pledged to the bank lenders and the holders of the outstanding privately-placed
senior notes. As of July 31, 2000, Jabil had approximately $33.3 million of
indebtedness outstanding secured by the pledge of stock, consisting of
indebtedness under the privately-placed senior notes. As of July 31, 2000,
Jabil had no indebtedness outstanding and $500 million of borrowing
availability under the Credit Facility. Under the Credit Facility, borrowings
and reborrowings thereunder will have the benefit of the pledge of stock
described above.
The security interest granted to the senior debt securities of the
applicable series will continue only for so long as the security interest
granted in connection with the Credit Facility is not terminated or otherwise
released by the lenders that are parties to the Credit Facility. The security
interest terminates in any event when the Credit Facility expires (subject to
amendment, extension, renewal, substitution or replacement as indicated above).
The senior debt securities are not otherwise independently entitled to
security, and the collateral, which in part secures the senior debt securities
of the applicable series, can be disposed of and released by the lenders under
the Credit Facility without the consent of the holders of the senior debt
securities. Security for the senior debt securities may also be required as a
result of the operation of the "limitation on liens" covenant described below.
The obligations of Jabil and each other borrower under the Credit
Facility, as well as the obligations of Jabil owing to the holders of the
outstanding privately-placed senior notes, are guaranteed on a joint and
several basis by each other borrower, as applicable, and each direct and
indirect domestic subsidiary of Jabil. The senior debt securities of the
applicable series will be secured by the pledge of collateral to the extent
described above, but will not have the benefit of such guarantees.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
The subordinated debt securities of each series will, to the extent
set forth in the subordinated indenture, be subordinate in right of payment to
the prior payment in full of all Senior Indebtedness with respect to such
series. (Section 16.1 of the subordinated indenture). Upon any payment or
distribution of assets of Jabil of any kind or character, whether in cash,
property or securities, to creditors upon any dissolution, winding-up,
liquidation or reorganization of Jabil, whether voluntary or involuntary, or in
bankruptcy, insolvency,
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<PAGE> 23
receivership or other proceedings, all amounts due upon all Senior Indebtedness
with respect to the subordinated debt securities of any series will first be
paid in full, or payment thereof provided for in money in accordance with its
terms, before the holders of subordinated debt securities of such series are
entitled to receive or retain any payment on account of principal of, or any
premium or interest on, or any additional amounts with respect to, the
subordinated debt securities of such series, and to that end the holders of
such Senior Indebtedness will be entitled to receive, for application to the
payment thereof, any payment or distribution of any kind or character, whether
in cash, property or securities, including any such payment or distribution
which may be payable or deliverable by reason of the payment of any other
Indebtedness of Jabil being subordinated to the payment of subordinated debt
securities of such series, which may be payable or deliverable in respect of
the subordinated debt securities of such series upon any such dissolution,
winding-up, liquidation or reorganization or in any such bankruptcy,
insolvency, receivership or other proceeding. (Section 16.3 of the subordinated
indenture)
By reason of such subordination, in the event of liquidation or
insolvency of Jabil, holders of Senior Indebtedness with respect to the
subordinated debt securities of any series and holders of other obligations of
Jabil that are not subordinated to such Senior Indebtedness may recover more,
ratably, than the holders of the subordinated debt securities of such series.
Subject to the payment in full of all Senior Indebtedness with respect
to the subordinated debt securities of any series, the rights of the holders of
the subordinated debt securities of such series will be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of Jabil applicable to such
Senior Indebtedness until the principal of, any premium and interest on, and
any additional amounts with respect to, the subordinated debt securities of
such series have been paid in full. (Section 16.4 of the subordinated
indenture)
No payment of principal (including redemption and sinking fund
payments) of or any premium or interest on or any additional amounts with
respect to the subordinated debt securities of any series may be made (1) if
any Senior Indebtedness with respect to such series is not paid when due and
any applicable grace period with respect to such default has ended and such
default has not been cured or waived or ceased to exist, or (2) if the maturity
of any Senior Indebtedness with respect to such series has been accelerated
because of a default. (Section 16.2 of the subordinated indenture)
The subordinated indenture does not limit or prohibit Jabil from
incurring additional Senior Indebtedness, which may include Indebtedness that
is senior to the subordinated debt securities of any series, but subordinate to
other obligations of Jabil. The senior debt securities will constitute Senior
Indebtedness with respect to the subordinated debt securities of each series
under the subordinated indenture.
The term "Senior Indebtedness" means, with respect to the subordinated
debt securities of any particular series, all Indebtedness of Jabil outstanding
at any time, except (1) the subordinated debt securities of such series, (2)
Indebtedness as to which, by the terms of the instrument creating or evidencing
the same, it is provided that such Indebtedness is subordinated to or ranks
equally with the subordinated debt securities of such series, (3) Indebtedness
of Jabil to an Affiliate of Jabil and (4) interest accruing after the filing of
a petition initiating any
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<PAGE> 24
bankruptcy, insolvency or other similar proceeding unless such interest is an
allowed claim enforceable against Jabil in a proceeding under federal or state
bankruptcy laws. Senior Indebtedness with respect to the subordinated debt
securities of any particular series will continue to be Senior Indebtedness
with respect to the subordinated debt securities of such series and be entitled
to the benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any term of such Senior Indebtedness. (Sections 1.1
and 16.8 of the subordinated indenture)
The subordinated indenture provides that the foregoing subordination
provisions, insofar as they relate to any particular series of subordinated
debt securities, may be changed prior to such issuance. Any such change would
be described in the related prospectus supplement.
REGISTRATION, TRANSFER, PAYMENT AND PAYING AGENT
Unless otherwise indicated in the applicable prospectus supplement,
each series of debt securities will be issued in registered form only, without
coupons. The indentures, however, provide that Jabil may also issue debt
securities in bearer form only, or in both registered and bearer form. Bearer
securities shall not be offered, sold, resold or delivered in connection with
their original issuance in the United States or to any United States person (as
defined below) other than in offices located outside the United States of
certain United States financial institutions. As used herein, "United States
person" means any citizen or resident of the United States, any corporation,
partnership or other entity created or organized in or under the laws of the
United States, any estate the income of which is subject to United States
federal income taxation regardless of its source, or any trust whose
administration is subject to the primary supervision of a United States court
and which has one or more United States fiduciaries who have the authority to
control all substantial decisions of the trust, and "United States" means,
except as may be set forth in the prospectus supplement, the United States of
America (including the states thereof and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.
Purchasers of bearer securities will be subject to certification procedures and
may be affected by certain limitations under United States tax laws. Such
procedures and limitations will be described in the prospectus supplement
relating to the offering of the bearer securities. (Section 3.5)
Unless otherwise indicated in the applicable prospectus supplement,
registered securities will be issued in denominations of $1,000 or any integral
multiple thereof, and bearer securities will be issued in denominations of
$5,000.
Unless otherwise indicated in the applicable prospectus supplement,
the principal, premium, if any, and interest, if any, of or on the debt
securities will be payable, and debt securities may be surrendered for
registration of transfer or exchange, at an office or agency to be maintained
by Jabil in the Borough of Manhattan, The City of New York, provided that
payments of interest with respect to any registered security may be made at the
option of Jabil by check mailed to the address of the person entitled thereto
or by transfer to an account maintained by the payee with a bank located in the
United States. No service charge shall be made for any registration of transfer
or exchange of debt securities, but Jabil may require payment of a sum
sufficient to cover any tax or other governmental charge and any other expenses
that may be imposed in connection therewith. (Section 3.7)
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<PAGE> 25
Unless otherwise indicated in the applicable prospectus supplement,
payment of principal of, premium, if any, and interest, if any, on bearer
securities will be made, subject to any applicable laws and regulations, at
such office or agency outside the United States as specified in the prospectus
supplement and as Jabil may designate from time to time. Unless otherwise
indicated in the applicable prospectus supplement, payment of interest due on
bearer securities on any interest payment date will be made only against
surrender of the coupon relating to such interest payment date. (Section 3.5)
Unless otherwise indicated in the applicable prospectus supplement, no
payment of principal, premium or interest with respect to any bearer security
will be made at any office or agency in the United States or by check mailed to
any address in the United States or by transfer to an account maintained with a
bank located in the United States; provided, however, that if amounts owing
with respect to any bearer securities shall be payable in U.S. dollars, payment
with respect to any such bearer securities may be made at the corporate trust
office of the trustee or at any office or agency designated by Jabil in the
Borough of Manhattan, The City of New York, if (but only if) payment of the
full amount of such principal, premium or interest at all offices outside of
the United States maintained for such purpose by Jabil is illegal or
effectively precluded by exchange controls or similar restrictions. (Section
10.2)
Unless otherwise indicated in the applicable prospectus supplement,
Jabil will not be required to do the following:
- issue, register the transfer of or exchange debt securities
of any series during a period beginning at the opening of
business 15 days before any selection of debt securities of
that series of like tenor to be redeemed and ending at the
close of business on the day of that selection;
- register the transfer of or exchange any registered security,
or portion thereof, called for redemption, except the
unredeemed portion of any registered security being redeemed
in part;
- exchange any bearer security called for redemption, except to
exchange such bearer security for a registered security of
that series and like tenor that is simultaneously surrendered
for redemption; or
- issue, register the transfer of or exchange any debt security
that has been surrendered for repayment at the option of the
holder, except the portion, if any, of such debt security not
to be so repaid. (Section 3.5)
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GLOBAL SECURITIES
The debt securities of a series may be issued in whole or in part in
the form of one or more global debt securities that will be deposited with, or
on behalf of, a depositary identified in the prospectus supplement relating to
such series. The specific terms of the depositary arrangement with respect to a
series of global debt securities and certain limitations and restrictions
relating to a series of global bearer securities will be described in the
prospectus supplement relating to such series. Jabil anticipates that the
following provisions will apply to all depositary arrangements.
Global debt securities may be issued in either registered or bearer
form and in either temporary or permanent form. Unless and until it is
exchanged in whole or in part for individual certificates evidencing debt
securities in definitive form represented thereby, a global debt security may
not be transferred except as a whole by the depositary for such global debt
security to a nominee of such depositary or by a nominee of such depositary to
such depositary or another nominee of such depositary or by such depositary or
any such nominee to a successor of such depositary or a nominee of such
successor.
Upon the issuance of a global security, the depositary for such global
security or its nominee will credit, on its book-entry registration and
transfer system, the respective principal amounts of the debt securities
represented by such global security. Such accounts will be designated by the
underwriters or agents with respect to such debt securities or by Jabil if such
debt securities are offered and sold directly by Jabil. Ownership of beneficial
interests in a global security will be limited to persons that may hold
interests through participants. Ownership of beneficial interests in such
global security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the depositary or its nominee
(with respect to interests of participants) and on the records of participants
(with respect to interests of persons other than participants). The laws of
some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a global security.
So long as the depositary or its nominee is the registered owner of a
global debt security, that entity will be the sole holder or owner of the debt
securities represented by the global debt security for all purposes under the
indenture. The trustee and Jabil are only required to treat the depositary or
its nominee as the legal owner of those debt securities for all purposes under
the indenture. Each beneficial owner of debt securities represented by a global
debt security will not be entitled to receive physical delivery of certificated
securities, will not be considered the holder of those securities for any
purpose under the indenture, and will not be able to transfer or exchange the
global debt securities, except in the limited circumstances as may be described
in this prospectus or the supplement. As a result, each beneficial owner may
have to rely on the procedures of the depositary to exercise any rights of a
holder under the indenture, including rights upon an Event of Default. In
addition, if the beneficial owner is not a direct or indirect participant in
the depositary (a "participant") the beneficial owner must rely on the
procedures of the participant through which it owns its beneficial interest in
the global debt security.
Principal of, any premium and interest on, and any Additional Amounts
with respect to, the debt securities registered in the name of a depositary or
its nominee will be made to the
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depositary or its nominee, as the case may be, as the registered owner of the
global security representing such debt securities. None of Jabil, the trustee,
any paying agent or the security registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of the global security for such debt
securities or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Jabil expects that the depositary for a series of the debt securities
or its nominee, upon receipt of any payment with respect to such debt
securities, will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interest in the principal
amount of the global security for such debt securities as shown on the records
of such depositary or its nominee. Jabil also expects that payments by
participants to owners of beneficial interests in such global security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers registered in "street name," and will be the responsibility of
such participants.
Each indenture provides that if (i) the depositary for a series of the
debt securities notifies Jabil that it is unwilling or unable to continue as
depositary or if such depositary ceases to be eligible under the indenture and
a successor depositary is not appointed by Jabil within 90 days of written
notice, (ii) determines that the debt securities of a particular series will no
longer be represented by global securities and executes and delivers to the
trustee a company order to such effect or (iii) an Event of Default with
respect to a series of the debt securities has occurred and is continuing, the
global securities will be exchanged for debt securities of such series in
definitive form of like tenor and of an equal aggregate principal amount, in
authorized denominations. Such definitive debt securities will be registered in
such name or names, as the depositary shall instruct the trustee. (Section 3.5)
With respect to ownership of beneficial interests in global securities, we
expect that such instructions may be based upon directions received by the
depositary from participants.
REDEMPTION AND REPURCHASE
The debt securities of any series may be redeemable at the option of
Jabil, may be subject to mandatory redemption pursuant to a sinking fund or
otherwise, or may be subject to repurchase by Jabil at the option of the
holders, in each case upon the terms, at the times and at the prices set forth
in the applicable prospectus supplement.
COVENANTS APPLICABLE TO SENIOR DEBT SECURITIES
The senior indenture contains certain covenants for the benefit of
holders of senior debt securities of each series, unless otherwise specified in
the applicable prospectus supplement. These covenants include, among others,
the following:
Limitations upon Liens. Jabil will not, and will not permit any
Restricted Subsidiary (as defined below) to, create, incur, issue, assume or
guarantee any Indebtedness (as defined below) secured by any Lien (as defined
below) on any property (including shares of Capital Stock or Indebtedness) or
assets of Jabil or any Restricted Subsidiary, whether now owned or hereafter
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acquired, without in any such case effectively providing concurrently with the
creation, incurrence, issuance, assumption or guarantee of such Indebtedness or
the grant of any Lien with respect to such Indebtedness that the debt
securities of the applicable series (together with, if Jabil so determines, any
other Indebtedness of Jabil or such Restricted Subsidiary then existing or
thereafter created which is not subordinate to the debt securities of such
series) will be secured by any such Lien equally and ratably with (or prior to)
such secured Indebtedness, so long as such secured Indebtedness is so secured.
However, Jabil's Credit Facility, as in effect on the date of this prospectus,
prohibits Jabil or any of its subsidiaries from incurring Liens in favor of
holders of senior debt securities pursuant to this "limitation on liens"
covenant. This means that at any time that such prohibition is in effect,
whether under the current Credit Facility or otherwise, Jabil will not be able
to equally and ratably secure any series of debt securities pursuant to this
covenant. (This prohibition does not limit the right of holders of debt
securities secured as described under "Security for Senior Debt Securities" to
be secured equally and ratably with the bank lenders under the Credit
Facility). While any such prohibition is in effect, therefore, subject to the
exceptions described below, Jabil will not, and will not permit any Restricted
Subsidiary to, create, incur, issue, assume or guarantee any Indebtedness
secured by any Lien on any property (including shares of Capital Stock or
Indebtedness) or assets of Jabil or any Restricted Subsidiary, whether now
owned or hereafter acquired, to the extent prohibited by the Credit Facility or
otherwise.
The foregoing restrictions will not, however, apply to Indebtedness
secured by:
(i) Liens on property or assets of Jabil or any Restricted
Subsidiary existing on the date of the original issuance of
the applicable series of senior debt securities or such other
date as may be specified for an applicable series of senior
debt securities,
(ii) Liens on shares of Capital Stock of any Subsidiary of Jabil
securing Indebtedness of Jabil under the Credit Facility,
whether now existing or hereafter arising,
(iii) Liens on property or assets of any Person existing at the
time such Person becomes a Restricted Subsidiary or is merged
with or into or consolidated with Jabil or a Restricted
Subsidiary, or at the time of a sale, lease or other
disposition of the properties of a Person as an entirety or
substantially as an entirety to Jabil or a Restricted
Subsidiary, or arising thereafter pursuant to contractual
commitments entered into prior to and not in contemplation of
such Person becoming a Restricted Subsidiary and not in
contemplation of any such merger or consolidation or any such
sale, lease or other disposition; provided that such Liens
shall not extend to any other property or assets of Jabil or
any Restricted Subsidiary,
(iv) Liens on property or assets of Jabil or any Restricted
Subsidiary existing at the time of acquisition thereof
(including acquisition through merger or consolidation);
provided that such Liens were in existence prior to and were
not created in contemplation of such acquisition and shall
not extend to any other property or assets of Jabil or any
Restricted Subsidiary,
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(v) Liens on property (including in the case of a plant or
facility, the land on which it is erected and fixtures
comprising a part thereof) or assets of Jabil or any
Restricted Subsidiary securing the payment of all or any part
of the purchase price or construction cost thereof or
securing any Indebtedness created, incurred, assumed or
guaranteed prior to, at the time of or within 180 days after,
the acquisition of such property or assets or the completion
of any such construction, whichever is later, for the purpose
of financing all or any part of the purchase price or
construction cost thereof (provided, in the case of Liens
securing the payment of all or any part of the purchase price
of any property or assets of Jabil or any Restricted
Subsidiary, as the case may be, or securing any Indebtedness
created, incurred, assumed or guaranteed for the purposes of
financing all or any part of such purchase price, such Liens
are limited to the property or assets then being acquired and
fixed improvements thereon and the Capital Stock of any
person formed to acquire such property or assets, and,
provided further, that in the case of Liens securing the
payment of all or any part of the construction cost of any
property of Jabil or any Restricted Subsidiary, as the case
may be, or securing any Indebtedness created, incurred,
assumed or guaranteed for the purpose of financing all or any
part of such construction cost, such Liens are limited to the
assets or property then being constructed and the land on
which such property is erected and fixtures comprising a part
thereof),
(vi) Liens on property or assets to secure all or any part of the
cost of development, operation, construction, alteration,
repair or improvement of all or any part of such property or
assets, or to secure Indebtedness incurred prior to, at the
time of or within 180 days after, the completion of such
development, operation, construction, alteration, repair or
improvement, whichever is later, for the purpose of financing
all or any part of such cost (provided such Liens do not
extend to or cover any property or assets of Jabil or any
Restricted Subsidiary other than the property or assets then
being developed, constructed, altered, repaired or improved
and the land on which such property is erected and fixtures
comprising a part thereof),
(vii) Liens which secure Indebtedness owing by a Restricted
Subsidiary to Jabil or to a Restricted Subsidiary,
(viii) Liens on the property of Jabil or a Restricted Subsidiary in
favor of the United States of America or any State thereof,
or any department, agency, instrumentality or political
subdivision of the United States of America or any State
thereof, or in favor of any other country, or any department,
agency, or instrumentality or political subdivision thereof,
in each case (a) securing partial, progress, advance or other
payments pursuant to any contract or statute, (b) securing
indebtedness incurred to finance all or any part of the
purchase price or cost of constructing, installing or
improving the property subject to such mortgages including
mortgages to secure Indebtedness of the pollution control or
industrial revenue bond type, or (c) securing indebtedness
issued or guaranteed by the United States of America, any
State, any foreign country or any department, agency,
instrumentality or political subdivision of any such
jurisdiction,
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(ix) statutory or common law landlords', carriers',
warehouseman's, mechanics', suppliers', materialmen's,
repairmen's, or other like Liens arising in the ordinary
course of business and with respect to amounts not yet
delinquent or being contested in good faith by appropriate
legal proceedings promptly instituted and diligently
conducted and for which a reserve or other appropriate
provision, if any, as shall be required in conformity with
GAAP shall have been made,
(x) Liens for taxes, assessments or governmental charges that are
being contested in good faith by appropriate legal
proceedings promptly instituted and diligently conducted and
for which adequate reserves or other appropriate provisions
are being maintained, to the extent required by GAAP,
(xi) zoning restrictions, easements or minor defects or
irregularities in title and other similar charges or
encumbrances on property not interfering in any material
respect with the use of such property by Jabil or any
Restricted Subsidiary,
(xii) customary deposit arrangements entered into in connection
with acquisitions,
(xiii) Liens in favor of the trustee under any indenture for debt
securities of Jabil, as provided for in the applicable
indenture on money or property held or collected by the
trustee in its capacity as trustee,
(xiv) Liens that are within the general parameters customary in the
industry and incurred in the ordinary course of business
securing Indebtedness under any Interest Rate Agreement or
Currency Agreement designed solely to protect Jabil or any of
its Restricted Subsidiaries from fluctuations in interest
rates, currencies or the price of commodities,
(xv) Liens incurred (a) in connection with workers' compensation,
unemployment insurance and other types of statutory
obligations or the requirements of any official body, or (b)
to secure the performance of Surety Obligations incurred in
the ordinary course of business consistent with industry
practice, or (c) to obtain or secure obligations with respect
to letters of credit, guarantees, bonds or other sureties or
assurances given in connection with the activities described
in clauses (a) and (b) above, in each case not incurred or
made in connection with the borrowing of money, the obtaining
of advances or credit or the payment of the deferred purchase
price of property or services, or (d) Liens securing
performance of leases, construction, sales or servicing
contracts and similar obligations incurred in the ordinary
course of business, in each case not incurred or made in
connection with the borrowing of money,
(xvi) judgment Liens against Jabil or any Restricted Subsidiary not
giving rise to an Event of Default and
(xvii) any extension, renewal, substitution or replacement (or
successive extensions, renewals, substitutions or
replacements), in whole or in part, of any of the Liens
referred to in paragraphs (i) through (xvi) above or the
Indebtedness secured thereby.
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Notwithstanding the foregoing, the senior indenture provides that
Jabil and any Restricted Subsidiary may create, incur, issue or assume
Indebtedness secured by a Lien which would otherwise be subject to the
foregoing restrictions if the aggregate principal amount of all Indebtedness
secured by Liens on property or assets of Jabil and of any Restricted
Subsidiary then outstanding (not including any such Indebtedness secured by
Liens permitted to be incurred pursuant to paragraphs (i) through (xvii) above)
plus Attributable Debt (as defined below) of Jabil and its Restricted
Subsidiaries in respect of sale and leaseback transactions (as defined in
"Limitations upon Sales and Leasebacks" below) that would otherwise be subject
to the restrictions described below under "Limitations upon Sales and
Leasebacks" does not at the time such Indebtedness is incurred exceed an amount
equal to 10% of Consolidated Net Tangible Assets (as defined below). Under the
senior indenture, the foregoing exception does not apply to limit the right of
holders of senior debt securities secured as described above under "Security
for Senior Debt Securities" to be secured equally and ratably with the bank
lenders under Jabil's Credit Facility with regard to any collateral from time
to time pledged pursuant to the Credit Facility. Holders of any senior debt
securities not so secured will be secured equally and ratably by any Lien only
to the extent that it is not otherwise permitted under paragraphs (i) through
(xvii) above or to the extent the 10% limitation referred to above is exceeded
(to the extent any such Lien may be created because the prohibition, under the
Credit Facility or otherwise, is no longer in effect).
For the purposes of the "Limitations upon Liens" covenant described
above, the giving of a guarantee which is secured by a Lien and the creation of
a Lien to secure Indebtedness which existed prior to the creation of such Lien,
will be deemed to involve the creation of Indebtedness in an amount equal to
the principal amount guaranteed or secured by such Lien; but the amount of
Indebtedness secured by Liens will be computed without cumulating the
underlying indebtedness with any guarantee thereof or Lien securing the same.
Limitations upon Sales and Leasebacks. Jabil will not, and will not
permit any Restricted Subsidiary to, enter into any arrangement after the date
of the original issuance of the applicable series of debt securities or such
other date as may be specified for an applicable series of debt securities with
any bank, insurance company or other lender or investor (other than Jabil or
another Restricted Subsidiary) providing for the leasing by Jabil or any such
Restricted Subsidiary of any property or assets for a period of more than three
years, which was or is owned or leased by Jabil or a Restricted Subsidiary and
which has been or is to be sold or transferred by Jabil or such Restricted
Subsidiary to such lender or investor or to any Person to whom funds have been
or are to be advanced by such lender or investor on the security of such
property or assets (herein referred to as a "sale and leaseback transaction")
unless either:
(i) Jabil and its Restricted Subsidiaries would be entitled,
pursuant to the provisions described in the "Limitations upon
Liens" covenant described above, to incur Indebtedness
secured by a Lien on such property or assets in a principal
amount equal to or exceeding the Attributable Debt in respect
of such sale and leaseback transaction without equally and
ratably securing the applicable series of senior debt
securities; or
(ii) Jabil, within 180 days after the sale or transfer, applies or
causes a Restricted Subsidiary to apply an amount equal to
the greater of the net proceeds of such sale
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or transfer or the fair value of such property at the time of
entering into such sale and leaseback transaction (as
determined by any two of the following: the President, any
Vice President, the Treasurer and the Controller of Jabil) to
the retirement of debt securities or other Funded Debt (as
defined below) of Jabil (other than Funded Debt subordinated
to the debt securities) or Funded Debt of a Restricted
Subsidiary; provided that the amount to be so applied shall
be reduced by (a) the principal amount of debt securities
delivered within 180 days after such sale or transfer to the
trustee for retirement and cancellation, and (b) the
principal amount of any such Funded Debt of Jabil or a
Restricted Subsidiary, other than debt securities,
voluntarily retired by Jabil or a Restricted Subsidiary
within 180 days after such sale or transfer to the trustee
for retirement and cancellation, excluding in the case of
both (a) and (b), retirement pursuant to any mandatory
sinking fund payment or any mandatory prepayment provision or
by payment at maturity.
Restrictions on Funded Debt of Restricted Subsidiaries. Jabil will not
permit any Restricted Subsidiary to create, incur, issue, assume or guarantee
any Funded Debt. This restriction will not apply if:
(i) Jabil or such Restricted Subsidiary could create Indebtedness
secured by Liens in accordance with one or more of clauses
(i) through (xvii) of the "Limitations upon Liens" covenant
described above (whether or not such Indebtedness is in fact
secured by Liens) or enter into a sale and leaseback
transaction in accordance with the "Limitations upon Sales
and Leasebacks" covenant described above in an amount equal
to such Funded Debt, without equally and ratably securing the
senior debt securities,
(ii) such Funded Debt existed on the date of the original issuance
of the applicable series of senior debt securities or such
other date as may be specified for an applicable series of
senior debt securities,
(iii) such Funded Debt is owed to Jabil or any Restricted
Subsidiary,
(iv) such Funded Debt existed at the time the Person that issued
such Funded Debt became a Restricted Subsidiary, or was
merged with or into or consolidated with such Restricted
Subsidiary, or at the time of a sale, lease or other
disposition or the properties of such Person as an entirety
to such Restricted Subsidiary, or arising thereafter
(a) otherwise than in connection with the borrowing of
money arranged thereafter and
(b) pursuant to contractual commitments entered into
prior to and not in contemplation of such Person
becoming a Restricted Subsidiary and not in
contemplation of any such merger or consolidation or
any such sale, lease or other disposition,
(v) such Funded Debt is guaranteed by Jabil,
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(vi) such Funded Debt is guaranteed by a governmental agency,
(vii) such Funded Debt is issued, assumed or guaranteed in
connection with, or with a view to, compliance by such
Restricted Subsidiary with the requirements of any program
adopted by any federal, state or local governmental authority
and applicable to such Restricted Subsidiary and providing
financial or tax benefits to such Restricted Subsidiary which
are not available directly to Jabil,
(viii) such Funded Debt is issued, assumed or guaranteed to pay all
or any part of the purchase price or the construction cost of
property or equipment acquired or constructed by a Restricted
Subsidiary, provided such Funded Debt is incurred within 180
days after acquisition, completion of construction or
commencement of full operation of such property, whichever is
later, and, provided further, that the principal amount of
such Funded Debt does not exceed 100% of the fair market
value of the property or equipment acquired or constructed,
(ix) such Funded Debt is nonrecourse or
(x) such Funded Debt is incurred for the purpose of extending,
renewing, substituting, replacing or refunding Funded Debt
permitted by the foregoing.
Notwithstanding the foregoing, any Restricted Subsidiary may create,
incur, issue, assume or guarantee Funded Debt which would otherwise be subject
to the foregoing restrictions in an aggregate principal amount which, together
with the aggregate outstanding principal amount of all other Funded Debt of
Jabil's Restricted Subsidiaries which would otherwise be subject to the
foregoing restrictions (not including Funded Debt permitted to be incurred
pursuant to clauses (i) through (x) above), does not at the time such Funded
Debt is incurred exceed an amount equal to 10% of Consolidated Net Tangible
Assets.
For the purposes of determining compliance with this covenant, in the
event that an item of Funded Debt meets the criteria of more than one of the
types of Funded Debt described above, Jabil, in its sole discretion, will
classify, and may reclassify, such Funded Debt and only be required to include
the amount and type of such Funded Debt in one of the above clauses or the
immediately preceding paragraph, and an item of Funded Debt may be divided and
classified and reclassified into more than one of the types of Funded Debt
described above.
CONSOLIDATION, AMALGAMATION, MERGER AND SALE OF ASSETS
Each indenture provides that Jabil may not (i) consolidate or
amalgamate with or merge into any Person or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to any
Person, or (ii) permit any Person to consolidate or amalgamate with or merge
into Jabil, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to Jabil, unless (a) in the case of
(i) above, such Person is a Corporation organized and existing under the laws
of the United States of America, any state thereof or the District of Columbia
and will expressly assume, by supplemental indenture satisfactory in form to
the trustee, the due and punctual payment of the principal of, any premium and
interest on and any additional amounts with respect to all of the debt
securities issued thereunder, and the performance of Jabil's obligations under
the indenture, including, if any
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senior debt securities are then secured pursuant to Article 16 of the senior
indenture, any collateral documents relating thereto, and the debt securities
issued thereunder, and provides for conversion or exchange rights in accordance
with the provisions of the debt securities of any series that are convertible
or exchangeable into ordinary shares or other securities; (b) immediately after
giving effect to such transaction and treating any indebtedness which becomes
an obligation of Jabil or a Subsidiary as a result of such transaction as
having been incurred by Jabil or such Subsidiary at the time of such
transaction, no Event of Default, and no event which after notice or lapse of
time or both would become an Event of Default, will have happened and be
continuing; and (c) certain other conditions are met. (Section 8.1)
EVENTS OF DEFAULT
Unless otherwise specified in the applicable prospectus supplement, an
Event of Default with respect to the debt securities of any series is defined
in the applicable indenture as being:
(i) default in the payment of any interest on any debt security
of such series, or any Additional Amounts payable with
respect thereto, when such interest becomes or such
Additional Amounts become due and payable, and continuance of
such default for a period of 30 days,
(ii) default in payment of principal or any premium with respect
to any debt security of such series, or any Additional
Amounts payable with respect thereto, when due upon maturity,
redemption or otherwise,
(iii) default in making any sinking fund payment or payment under
any analogous provision when due with respect to any debt
security of such series,
(iv) default by Jabil in the performance, or breach, of any other
covenant or warranty in the indenture (other than a covenant
or warranty included therein solely for the benefit of one or
more series of debt securities other than that series) or any
debt security of such series which shall not have been
remedied for a period of 60 days after delivery of written
notice to Jabil by the trustee or the holders of not less
than 25% in aggregate principal amount of the debt securities
of such series then outstanding,
(v) there occurs with respect to any issue or issues of
Indebtedness of Jabil (including an Event of Default under
any other series of debt securities) or any Restricted
Subsidiary having an outstanding principal amount of
$50,000,000 or more in the aggregate for all such issues of
all such Persons, whether such Indebtedness exists on the
date hereof or shall hereafter be created, (a) an event of
default that has caused the holder thereof to declare such
Indebtedness to be due and payable prior to its stated
maturity and such Indebtedness shall not have been discharged
in full or such acceleration shall not have been rescinded or
annulled within 30 days of such acceleration and/or (b) the
failure to make a principal payment at the final (but not any
interim) fixed maturity and such defaulted payment shall not
have been made, waived or extended within 30 days of such
payment default,
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(vi) Jabil or any of its Restricted Subsidiaries shall fail within
30 days to pay, bond or otherwise discharge uninsured
judgements or court orders for the payment of money in excess
of $50,000,000 in the aggregate, which are not stayed on
appeal or are not otherwise being appropriately contested in
good faith,
(vii) certain events of bankruptcy, insolvency, reorganization,
winding up or liquidation of Jabil or any of its Restricted
Subsidiaries or
(viii) any other Event of Default established in or pursuant to the
applicable indenture for the debt securities of such series.
(Section 5.1)
No Event of Default with respect to any particular series of debt securities
necessarily constitutes an Event of Default with respect to any other series of
debt securities. Each indenture provides that the trustee thereunder may
withhold notice to the holders of the debt securities of any series of the
occurrence of a default with respect to the debt securities of such series
(except a default in payment of principal, premium, if any, interest, if any,
or sinking fund payments, if any) if the trustee considers it in the interest
of the holders to do so.
Each indenture provides that if an Event of Default with respect to
any series of debt securities of the type described in clause (vii) with
respect to Jabil shall have occurred and be continuing, then the principal of,
accrued and unpaid interest on and any Additional Amounts payable in respect of
the debt securities of such series will become immediately due and payable.
Each indenture provides that if any other Event of Default with respect to any
series of debt securities issued thereunder shall have occurred and be
continuing, either the trustee or the holders of at least 25% in principal
amount of the debt securities of such series then outstanding may declare the
principal amount (or if any debt securities of such series are original issue
discount securities, such lesser amount as may be specified in the terms
thereof) of all the debt securities of such series to be due and payable
immediately, but upon certain conditions such declaration and its consequences
may be rescinded and annulled by the holders of a majority in principal amount
of the debt securities of such series then outstanding. (Section 5.2)
Subject to the provisions of the Trust Indenture Act requiring the
trustee, during an Event of Default under the applicable indenture, to act with
the requisite standard of care, the trustee is under no obligation to exercise
any of its rights or powers under the applicable indenture at the request or
direction of any of the holders of debt securities of any series unless such
holders have offered the trustee reasonable indemnity. (Section 6.1) Subject to
the foregoing, holders of a majority in principal amount of the then
outstanding debt securities of any series issued under the applicable indenture
shall have the right, subject to certain limitations, to direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee under the indenture with respect to such series. (Section 5.12) Each
indenture requires the annual filing with the trustee of a certificate by Jabil
as to whether or not it is in default under the terms of the indenture. Jabil
is also required to deliver to each trustee, within five days after becoming
aware thereof, written notice of any Event of Default or any event which after
notice or lapse of time would constitute an Event of Default. (Section 10.7)
Notwithstanding any other provision of the indentures, the holder of
any debt security shall have the right, which is absolute and unconditional, to
receive payment of the principal of
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and premium, if any, and interest, if any, on such debt security on the
respective due dates therefor (as the same may be extended in accordance with
the terms of such debt security) and to institute suit for enforcement of any
such payment, and such right shall not be impaired without the consent of such
holder.
CERTAIN DEFINITIONS
"Attributable Debt" means, as to any particular lease under which any
Person is at the time liable for a term of more than 12 months, at any date as
of which the amount thereof is to be determined, the total net amount of rent
required to be paid by such Person under such lease during the remaining term
thereof (excluding any subsequent renewal or other extension options held by
the lessee), discounted from the respective due dates thereof to such date at
the interest rate inherent in such lease (such rate to be determined by any two
of the following: the President, any Vice President, the Treasurer and the
Controller of Jabil), compounded annually. The net amount of rent required to
be paid under any such lease for any such period should be the aggregate amount
of the rent payable by the lessee with respect to such period after excluding
amounts required to be paid on account of maintenance and repairs, services,
insurance, taxes, assessments, water rates and similar charges and contingent
rents (such as those based on sales). In the case of any lease which is
terminable by the lessee upon the payment of a penalty, such net amount of rent
should include the lesser of (i) the total discounted net amount of rent
required to be paid from the later of the first date upon which such lease may
be so terminated or the date of the determination of such amount of rent, as
the case may be, and (ii) the amount of such penalty (in which event no rent
shall be considered as required to be paid under such lease subsequent to the
first date upon which it may be so terminated).
"Capital Stock" means (i) with respect to any Person organized as a
corporation, any and all shares, interests, rights to purchase, warrants,
options, participations or other equivalents of or interest in (however
designated) corporate stock, and (ii) with respect to any Person that is not
organized as a corporation, the partnership, membership or other equity
interests or participations in such Person.
"Consolidated Net Tangible Assets" means the total of all assets
reflected on a consolidated balance sheet of Jabil and its Consolidated
Subsidiaries, prepared in accordance with generally accepted accounting
principles, at their net book values (after deducting related depreciation,
depletion, amortization and all other valuation reserves which, in accordance
with such principles, should be set aside in connection with the business
conducted), but excluding goodwill, unamortized debt discount and all other
like intangible assets, all as determined in accordance with such principles,
less the aggregate of the current liabilities of Jabil and its Consolidated
Subsidiaries reflected on such balance sheet, all as determined in accordance
with such principles. For purposes of this definition, "current liabilities"
include all indebtedness for money borrowed, incurred, issued, assumed or
guaranteed by Jabil and its consolidated Subsidiaries, and other payables and
accruals, in each case payable on demand or due within one year of the date of
determination of Consolidated Net Tangible Assets, but shall exclude any
portion of long-term debt maturing within one year of the date of such
determination, all as reflected on such consolidated balance sheet of Jabil and
its Consolidated Subsidiaries, prepared in accordance with generally accepted
accounting principles.
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"Consolidated Subsidiary" means, at any date, any Subsidiary or other
entity the accounts of which would be consolidated with those of Jabil in its
consolidated financial statements if such statements were prepared as of such
date.
"Credit Facility" means the Amended and Restated Loan Agreement dated
as of April 7, 2000, among Jabil, certain subsidiaries, the banks named therein
and Bank One, N.A., as administrative agent, any amendment, extension, renewal,
substitution or replacement of such agreement, and any credit facility
providing for substantially similar security for the lenders party thereto,
entered into by Jabil within 180 days after such loan agreement or any such
amendment, extension, renewal, substitution or replacement (or in each case the
Liens granted thereunder) has been cancelled or otherwise terminated.
"Currency Agreement" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement designed to protect
Jabil or any Restricted Subsidiary of Jabil against fluctuations in currency
values.
"Funded Debt" means indebtedness created, assumed or guaranteed by a
Person for money borrowed which matures by its terms, or is renewable by the
borrower to a date, more than a year after the date of original creation,
assumption or guarantee.
"GAAP" or "generally accepted accounting principles" means generally
accepted accounting principles as in effect from time to time, applied on a
basis consistent (except for changes concurred in by Jabil's independent public
accountants) with the most recent audited consolidated financial statements of
Jabil and its Consolidated Subsidiaries.
"Indebtedness" means (a) any liability of Jabil or any Subsidiary (1)
for borrowed money, or under any reimbursement obligation relating to a letter
of credit, or (2) evidenced by a bond, note, debenture or similar instrument,
or (3) for payment obligations arising under any conditional sale or other
title retention arrangement (including a purchase money obligation) given in
connection with the acquisition of any businesses, properties or assets of any
kind, or (4) consisting of the discounted rental stream properly classified in
accordance with generally accepted accounting principles on the balance sheet
of Jabil or any Subsidiary, as lessee, as a capitalized lease obligation, or
(5) under Currency Agreements and Interest Rate Agreements, to the extent not
otherwise included in this definition; (b) any liability of others of a type
described in the preceding clause (a) to the extent that Jabil or any
Subsidiary has guaranteed or is otherwise legally obligated in respect thereof;
and (c) any amendment, supplement, modification, deferral, renewal, extension
or refunding of any liability of the types referred to in clauses (a) and (b)
above. "Indebtedness" shall not be construed to include (x) trade payables or
credit on open account to trade creditors incurred in the ordinary course of
business or (y) obligations or liabilities incurred in connection with the
sale, transfer or other disposition of property in connection with the
securitization or other asset-based financing thereof; provided however that
any such sale, transfer or other disposition shall be for valid consideration
and shall not be to prefer directly or indirectly any holder of any other
obligation or Indebtedness of Jabil or any Subsidiary of Jabil as to any such
other obligation or Indebtedness that was already outstanding and did not
previously benefit from a Lien. Accrual of interest, accretion or amortization
of original issue discount will not be deemed to be an incurrence of
Indebtedness for purposes of the covenant restricting Funded Debt of Restricted
Subsidiaries.
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"Interest Rate Agreement" means, for any Person, any interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement or
other similar agreement designed to protect the party indicated therein against
fluctuations in interest rates.
"Lien" means, with respect to any asset, any pledge, mortgage, charge,
encumbrance or security interest in respect of such asset; provided that any
transaction (including, without limitation, any sale of accounts receivable)
which is treated as a sale of assets under GAAP shall be so treated and any
asset which is so sold shall not be deemed subject to a Lien. Pursuant to the
indenture, a contractual grant of a right of set-off does not create a Lien in
the absence of an agreement to maintain a balance against which such right may
be exercised.
"Person" means any individual, corporation, partnership, joint
venture, joint-stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof.
"Restricted Subsidiary" means, at any time, each and every Subsidiary
at least 80% (by number of votes) of the Voting Stock of which is legally and
beneficially owned by Jabil and its Wholly-Owned Restricted Subsidiaries at
such time.
"Subsidiary" means any corporation, association or other business
entity of which at the time of determination Jabil or one or more Subsidiaries
owns or controls more than 50% of the shares of Voting Stock.
"Surety Obligations" means any bonds, including bid bonds, advance
bonds, or performance bonds, letters of credits, warranties, and similar
arrangements between Jabil or any of its Restricted Subsidiaries and one or
more surety providers, for the benefit of Jabil's or any Restricted
Subsidiary's suppliers, vendors, insurers, or customers including, in each
case, any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, in each case as amended, modified,
renewed, refunded, replaced, restated or refinanced from time to time, and in
each case exclusive of obligations for the payment of borrowed money.
"Voting Stock" means stock that ordinarily has voting power for the
election of directors, managers or trustees, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.
"Wholly-Owned Restricted Subsidiary" means, at any time, any
Restricted Subsidiary 100% of all of the equity interests (except directors'
qualifying shares) and voting interests of which are owned by Jabil and/or any
one or more of Jabil's other Wholly-Owned Restricted Subsidiaries at such time.
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
Upon the direction of Jabil, the applicable indenture shall cease to
be of further effect with respect to any series of debt securities issued
thereunder specified by Jabil (subject to the survival of certain provisions
thereof, including the obligation to pay Additional Amounts to the extent
described below) when (i) either (A) all outstanding debt securities of such
series and, in the case of bearer securities, all coupons appertaining thereto,
have been delivered to the trustee
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for cancellation (subject to certain exceptions) or (B) all debt securities of
such series and, if applicable, any coupons appertaining thereto, have become
due and payable or will become due and payable at their stated maturity within
one year or are to be called for redemption within one year and Jabil has
deposited with the trustee, in trust, funds in U.S. dollars or in the Foreign
Currency in which such debt securities are payable, in an amount sufficient to
pay the entire indebtedness on such debt securities in respect of principal
(and premium, if any) and interest to the date of such deposit (if such debt
securities have become due and payable) or to the maturity thereof, as the case
may be, (ii) Jabil has paid all other sums payable under the indenture with
respect to the debt securities of such series and (iii) certain other
conditions are met. If the debt securities of any such series provide for the
payment of Additional Amounts, Jabil will remain obligated, following such
deposit, to pay Additional Amounts on such debt securities to the extent that
the amount thereof exceeds the amount deposited in respect of such Additional
Amounts as aforesaid.
Each indenture provides that, unless the provisions of Section 4.2
thereof are made inapplicable to the debt securities of or within any series
pursuant to Section 3.1 thereof, Jabil may elect with respect to any series of
debt securities either to defease and be discharged from (i) any and all
obligations with respect to such debt securities (except for, among other
things, the obligation to pay Additional Amounts, if any, upon the occurrence
of certain events of taxation, assessment or governmental charge with respect
to payments on such debt securities to the extent that the amount thereof
exceeds the amount deposited in respect of such Additional Amounts as provided
below, and the obligations to register the transfer or exchange of such debt
securities, to replace temporary or mutilated, destroyed, lost or stolen debt
securities, to maintain an office or agency in respect of such debt securities,
to hold moneys for payment in trust, and, if applicable, to exchange or convert
such debt securities into other securities in accordance with their terms)
("defeasance") or (ii) certain restrictive covenants, if any, in the indenture
and, if indicated in the applicable prospectus supplement, its obligations with
respect to any other covenant applicable to the debt securities of such series,
and any omission to comply with such obligations shall not constitute a default
or an Event of Default with respect to the debt securities of such series
("covenant defeasance"), in either case upon the irrevocable deposit with the
trustee (or other qualifying trustee), in trust for such purpose, of an amount,
in U.S. dollars or in the Foreign Currency in which such debt securities are
payable, at stated maturity, and/or Government Obligations (as defined below)
which through the payment of principal and interest in accordance with their
terms will provide money, in an amount sufficient to pay the principal of and
any premium and any interest on (and, to the extent that (x) the debt
securities of such series provide for the payment of Additional Amounts and (y)
the amount of any such Additional Amounts is at the time of deposit reasonably
determinable by Jabil (in the exercise of its sole discretion), any such
Additional Amounts with respect to) such debt securities, and any mandatory
sinking fund or analogous payments thereon, on the scheduled due dates therefor
or the applicable redemption date, as the case may be. (Section 4.2)
Such a trust may only be established if, among other things, (i) the
applicable defeasance or covenant defeasance does not result in a breach or
violation of, or constitute a default under, the indenture or any other
material agreement or instrument to which Jabil is a party or by which it is
bound, (ii) no Event of Default or event which with notice or lapse of time or
both would become an Event of Default with respect to the debt securities to be
defeased shall have occurred and be continuing on the date of establishment of
such a trust and, with respect to defeasance
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only, at any time during the period ending on the 123rd day after such date and
(iii) Jabil has delivered to the trustee an opinion of counsel (as specified in
the indenture) to the effect that the holders of such debt securities will not
recognize income, gain or loss for U.S. federal income tax purposes as a result
of such defeasance or covenant defeasance and will be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance or covenant defeasance had not
occurred, and such opinion of counsel, in the case of defeasance, must refer to
and be based upon a letter ruling of the Internal Revenue Service received by
Jabil, a Revenue Ruling published by the Internal Revenue Service or a change
in applicable U.S. federal income tax law occurring after the date of the
indenture. (Section 4.2)
"Foreign Currency" means any currency, currency unit or composite
currency, including, without limitation, the euro, issued by the government of
one or more countries other than the United States of America or by any
regional confederation or association of such governments. (Section 1.1)
"Government Obligations" means debt securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the Foreign Currency in which the
principal of or any premium or interest on such debt securities or any
Additional Amounts in respect thereof shall be payable, in each case where the
payment or payments thereunder are supported by the full faith and credit of
such government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America or such other government or governments, in each case where the
timely payment or payments thereunder are unconditionally guaranteed as a full
faith and credit obligation by the United States of America or such other
government or governments, and which, in the case of (i) or (ii), are not
callable or redeemable at the option of the issuer or issuers thereof and shall
also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of or other amount with respect to any such
Government Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal
of or other amount with respect to the Government Obligation evidenced by such
depository receipt. (Section 1.1)
If after Jabil has deposited funds and/or Government Obligations to
effect defeasance or covenant defeasance with respect to the debt securities of
any series, (i) the holder of any debt security of that series is entitled to,
and does, elect pursuant to Section 3.1 of the indenture or the terms of such
debt security to receive payment in a currency other than that in which such
deposit has been made in respect of such debt security or (ii) a Conversion
Event (as defined below) occurs in respect of the Foreign Currency in which
such deposit has been made, the indebtedness represented by such debt security
will be deemed to have been, and will be, fully discharged and satisfied
through the payment of the principal of, any premium and interest on, and any
additional amounts with respect to, such debt security as such debt security
becomes due out of the proceeds yielded by converting the amount or other
properties so deposited in respect of such debt security into the currency in
which such debt security becomes payable as a result of
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such election or such Conversion Event based on (a) in the case of payments
made pursuant to clause (i) above, the applicable market exchange rate for such
currency in effect on the second business day prior to such payment date or (b)
with respect to a Conversion Event, the applicable market exchange rate for
such Foreign Currency in effect (as nearly as feasible) at the time of the
Conversion Event. (Section 4.2)
"Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country or the confederation which
issued such Foreign Currency and for the settlement of transactions by a
central bank or other public institutions of or within the international
banking community or (ii) any currency unit or composite currency for the
purposes for which it was established. (Section 1.1)
In the event Jabil effects covenant defeasance with respect to any of
the debt securities and such debt securities are declared due and payable
because of the occurrence of any Event of Default other than an Event of
Default with respect to any covenant as to which there has been covenant
defeasance, the amount in such Foreign Currency in which such debt securities
are payable, and Government Obligations on deposit with the trustee, will be
sufficient to pay amounts due on such debt securities at the time of the stated
maturity but may not be sufficient to pay amounts due on such debt securities
at the time of the acceleration resulting from such Event of Default. However,
Jabil would remain liable to make payment of such amounts due at the time of
acceleration.
The applicable prospectus supplement may further describe the
provisions, if any, permitting or restricting such defeasance or covenant
defeasance with respect to the debt securities of a particular series.
MODIFICATION, WAIVERS AND MEETINGS
Each indenture contains provisions permitting Jabil and the trustee
thereunder, with the consent of the holders of a majority in principal amount
of the outstanding debt securities of each series issued under the indenture
and affected by a modification or amendment, to modify or amend any of the
provisions of the indenture or of the debt securities of such series or the
rights of the holders of the debt securities of such series under the
indenture, provided that no such modification or amendment shall, without the
consent of the holder of each outstanding debt security issued under the
indenture so affected, among other things:
- change the stated maturity of the principal of, or premium,
if any, or any installment of interest, if any, on, or any
Additional Amounts with respect to any debt securities issued
under the indenture or reduce the principal amount thereof or
any redemption premium thereon or any Additional Amounts with
respect to, or reduce the rate of interest thereon, or reduce
the amount of principal of any original issue discount
securities that would be due and payable upon an acceleration
of the maturity thereof,
- adversely affect any right of repayment at the option of any
holder, or change any place where, or the currency in which,
any debt securities issued under the indenture are payable,
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- affect the ranking, or with respect to collateral the
priority or security, of the debt securities of each
applicable series secured pursuant to Article 16 of the
senior indenture (other than as expressly permitted in
Article 16 or the supplemental indenture relating to such
series or the terms of the securities, in each case at the
time of issuance of such securities), in a manner adverse to
the holders of such securities,
- make any change that adversely affects the right to convert
or exchange any debt security into or for shares of common
stock of Jabil or other securities (whether or not issued by
Jabil), cash or property in accordance with its terms,
- modify any of the provisions of the subordinated indenture
relating to the subordination of the subordinated debt
securities in a manner adverse to holders of subordinated
debt securities,
- impair the holder's right to institute suit to enforce the
payment of any such debt securities on or after the stated
maturity thereof or
- reduce the aforesaid percentage in principle amount of debt
securities of any series issued under the indenture, the
consent of the holders of which is required for any such
modification or amendment or the consent of whose holders is
required for any waiver (of compliance with certain
provisions of the indenture or certain defaults thereunder
and their consequences) or reduce the requirements for a
quorum or voting at a meeting of holders of such debt
securities.
In addition, no supplemental indenture may directly or indirectly
modify or eliminate the subordination provisions of the subordinated indenture
in any manner which might terminate or impair the subordination of the
subordinated debt securities of any series to Senior Indebtedness with respect
to such series without the prior written consent of the holders of such Senior
Indebtedness. (Section 9.7 of the subordinated indenture)
Each indenture also contains provisions permitting Jabil and the
trustee, without the consent of the holders of any debt securities issued
thereunder, to modify or amend the indenture in order, among other things:
- to add to the covenants of Jabil made in the indenture for
the benefit of the holders of any series of the debt
securities or to surrender any right or power conferred upon
Jabil by the indenture,
- to add to the Events of Default or the covenants of Jabil for
the benefit of the holders of all or any series of debt
securities issued under the indenture,
- to add or change any provisions of the indenture to
facilitate the issuance of bearer securities, to change any
restrictions on the payment of principal of, any premium of
interest on or any Additional Amounts with respect to any
series of debt securities,
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- to establish the form or terms of debt securities of any
series and any related coupons,
- to provide for the acceptance of appointment by a successor
trustee, or to add to or change the provisions of the
indenture to facilitate the administration of the trusts,
where applicable,
- to secure the debt securities,
- to provide for conversion or exchange rights of the holders
of any series of debt securities,
- to cure any ambiguity or correct or supplement any provision
therein which may be inconsistent with other provisions
therein, or to make any other provisions with respect to
matters or questions arising under the indenture which shall
not materially and adversely affect the interests of the
holders of any series of debt securities issued thereunder in
any material respect,
- to amend or supplement any provision contained in the
indenture, provided that such amendment or supplement does
not apply to any outstanding debt securities issued prior to
the date of such amendment or supplement and entitled to the
benefits of such provision or
- to amend or supplement any provision therein or in any
supplemental indenture, provided that no such amendment or
supplement shall materially and adversely affect the
interests of the holders of any debt securities then
outstanding under the applicable indenture.
The holders of a majority in aggregate principal amount of the
outstanding debt securities of any series may waive compliance by Jabil with
certain restrictive provisions of the applicable indenture to the extent
described in the prospectus supplement. The holders of a majority in aggregate
principal amount of the outstanding debt securities of any series may, on
behalf of all holders of debt securities of that series, waive any past default
under the applicable indenture with respect to debt securities of that series
and its consequences, except a default in the payment of the principal of, or
premium, if any, or interest, if any, on, or any Additional Amounts with
respect to any of the debt securities of such series or in respect of a
covenant or provision which cannot be modified or amended without the consent
of each holder of the outstanding debt securities of such series so affected.
Each indenture contains provisions for convening meetings of the
holders of debt securities of a series issued thereunder. A meeting may be
called at any time by the trustee, and also, upon request, by Jabil or the
holders of at least 10% in principal amount of the outstanding debt securities
of such series, in any such case upon notice given in accordance with the
provisions of the indenture. Except for any consent which must be given by the
holder of each outstanding debt security affected thereby, as described above,
any resolution presented at a meeting or adjourned meeting duly reconvened at
which a quorum (as described below) is present may be adopted by the
affirmative vote of the holders of a majority in principal amount
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of the outstanding debt securities of that series. However, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which may be made, given or taken by the holders of a
specified percentage, which is less than a majority in principal amount of the
outstanding debt securities of a series, may be adopted at a meeting or
adjourned meeting duly reconvened at which a quorum is present by the
affirmative vote of the holders of such specified percentage in principal amount
of the outstanding debt securities of that series. Any resolution passed or
decision taken at any meeting of holders of debt securities of any series duly
held in accordance with the indenture will be binding on all holders of debt
securities of that series and the related coupons (if any). The quorum at any
meeting called to adopt a resolution, and at any reconvened meeting, will be
persons holding or representing a majority in principal amount of the
outstanding debt securities of a series, subject to certain exceptions.
OUTSTANDING DEBT SECURITIES
In determining whether the holders of the requisite principal amount of
outstanding debt securities have given any request, demand, authorization,
direction, notice, consent or waiver under the applicable indenture,
- the portion of the principal amount of an original issue
discount security that shall be deemed to be outstanding for
such purposes shall be that portion of the principal amount
thereof that could be declared to be due and payable upon a
declaration of acceleration thereof pursuant to the terms of
such original issue discount security as of the date of such
determination,
- the principal amount of any Indexed Security that shall be
deemed to be outstanding for such purpose shall be the
principal face amount of such Indexed Security determined on
the date of its original issuance and
- any debt security owned by Jabil or any obligor on such debt
security or any affiliate of Jabil or such other obligor shall
be deemed not to be outstanding.
GOVERNING LAW
The indentures and the debt securities will be governed by, and
construed in accordance with, the laws of the State of New York.
REGARDING THE TRUSTEES
The Trust Indenture Act contains limitations on the rights of a
trustee, should it become a creditor of Jabil, to obtain payment of claims in
certain cases or to realize on certain property received by it in respect of any
such claims, as security or otherwise. Each trustee is permitted to engage in
other transactions with Jabil and its subsidiaries from time to time, provided
that if the trustee acquires any conflicting interest it must eliminate such
conflict upon the occurrence of an Event of Default under the applicable
indenture, or else resign.
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DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 260,000,000 shares. Those
shares consist of (1) 250,000,000 shares designated as common stock, $0.001 par
value per share and (2) 10,000,000 shares designated as preferred stock, $0.001
par value per share. The only equity securities currently outstanding are shares
of common stock. As of July 27, 2000, there were approximately 190,254,999
shares of common stock issued and outstanding.
COMMON STOCK
Our common stock is listed on the New York Stock Exchange under the
symbol "JBL." Holders of common stock are entitled to receive dividends declared
by the Board of Directors, out of funds legally available for the payment of
dividends, subject to the rights of holders of preferred stock. Currently, we
are not paying a dividend. Each holder of common stock is entitled to one vote
per share. Upon any liquidation, dissolution or winding up of our business, the
holders of common stock are entitled to share equally in all assets available
for distribution after payment of all liabilities and provision for liquidation
preference of shares of preferred stock then outstanding. The holders of common
stock have no preemptive rights and no rights to convert their common stock into
any other securities. There are also no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are fully
paid and nonassessable.
PREFERRED STOCK
The following description of preferred stock and the description of the
terms of a particular series of preferred stock that will be set forth in the
related prospectus supplement are not complete. These descriptions are qualified
in their entirety by reference to the certificate of designation relating to
that series. The rights, preferences, privileges and restrictions of the
preferred stock of each series will be fixed by the certificate of designation
relating to that series. The prospectus supplement also will contain a
description of certain United States federal income tax consequences relating to
the purchase and ownership of the series of preferred stock that is described in
the prospectus supplement.
As of July 27, 2000, there were no shares of preferred stock
outstanding. The Board of Directors has the authority, without further action by
the stockholders, to issue up to 10,000,000 shares of preferred stock in one or
more series and to fix the following terms of the preferred stock.
Any or all of the rights of the preferred stock may be greater than the
rights of the common stock.
The prospectus supplement will specify as to each issuance of preferred
stock:
- the maximum number of shares,
- the designation of the shares,
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- the annual dividend rate, if any, whether the dividend rate is
fixed or variable, the date dividends will accrue, the
dividend payment dates and whether dividends will be
cumulative,
- the price and the terms and conditions for redemption, if any,
including redemption at our option or at the option of the
holders, including the time period for redemption, and any
accumulated dividends or premiums,
- the liquidation preference, if any, and any accumulated
dividends upon the liquidation, dissolution or winding up of
Jabil's affairs,
- any sinking fund or similar provision, and, if so, the terms
and provisions relating to the purpose and operation of the
fund,
- the terms and conditions, if any, for conversion or exchange
of shares into or for any other class or classes of our
capital stock or any series of any other class or classes, or
into or for any other series of the same class, or any other
securities or assets, including the price or the rate of
conversion or exchange and the method, if any, of adjustment,
- the voting rights, if any, and
- any or all other preferences and relative, participating,
optional or other special rights, privileges or
qualifications, limitations or restrictions.
Preferred stock will be fully paid and nonassessable upon issuance. The
preferred stock or any series of preferred stock may be represented, in whole or
in part, by one or more global certificates, which will represent an aggregate
number of shares equal to that of the preferred stock represented by the global
certificate.
Each global certificate will:
- be registered in the name of a depositary or a nominee of the
depositary identified in the prospectus supplement,
- be deposited with such depositary or nominee or a custodian
for the depositary and
- bear a legend regarding any restrictions on exchanges and
registration of transfer and any other matters as may be
provided for under the certificate of designation.
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DESCRIPTION OF DEPOSITARY SHARES
GENERAL
Jabil may elect to offer depositary shares, each representing a
fraction (to be set forth in the prospectus supplement relating to a particular
series of shares of preferred stock) of a share of a particular series of shares
of preferred stock as described below. In the event Jabil elects to do so,
depositary receipts evidencing depositary shares will be issued to the public.
The shares of any class or series of shares of preferred stock
represented by depositary shares will be deposited under a deposit agreement
among Jabil, a depositary selected by Jabil and the holders of the depositary
receipts. The depositary will be a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at
least $50,000,000. Subject to the terms of the deposit agreement, each owner of
a depositary share will be entitled, in proportion to the applicable fraction of
a preferred share represented by such depositary share, to all the rights and
preferences of the shares of preferred stock represented thereby (including
dividend, voting, redemption and liquidation rights).
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of the related class or series of
shares of preferred stock in accordance with the terms of the offering described
in the related prospectus supplement. Copies of the forms of deposit agreement
and depositary receipt will be filed as exhibits to or incorporated by reference
in the registration statement of which this prospectus forms a part, and the
following summary is qualified in its entirety by reference to such exhibits.
Pending the preparation of definitive depositary receipts, the
depositary may, upon the written order of Jabil, issue temporary depositary
receipts substantially identical to (and entitling the holders thereof to all
the rights pertaining to) the definitive depositary receipts but not in
definitive form. Definitive depositary receipts will be prepared thereafter
without unreasonable delay, and temporary depositary receipts will be
exchangeable for definitive depositary receipts without charge to the holder
thereof.
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all cash dividends or other
distributions received in respect of the related class or series of shares of
preferred stock to the record holders of depositary shares relating to such
class or series of shares of preferred stock in proportion to the number of such
depositary shares owned by such holders.
In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
entitled thereto, unless the depositary determines that it is not feasible to
make such distribution, in which case the depositary may, with the approval of
Jabil, sell such property and distribute the net proceeds from such sale to such
holders.
45
<PAGE> 48
WITHDRAWAL OF SHARES
Upon surrender of the depositary receipts at the corporate trust office
of the depositary (unless the related depositary shares have previously been
called for redemption), the holder of the depositary shares evidenced thereby is
entitled to delivery of the number of whole shares of the related class or
series of shares of preferred stock and any money or other property represented
by such depositary shares. Holders of depositary shares will be entitled to
receive whole shares of the related class or series of shares of preferred stock
on the basis set forth in the prospectus supplement for such class or series of
shares of preferred stock, but holders of such whole shares of preferred stock
will not thereafter be entitled to exchange them for depositary shares. If the
depositary receipts delivered by the holder evidence a number of depositary
shares in excess of the number of depositary shares representing the number of
whole shares of preferred stock to be withdrawn, the depositary will deliver to
such holder at the same time a new depositary receipt evidencing such excess
number of depositary shares. In no event will fractional shares of preferred
stock be delivered upon surrender of depositary receipts to the depositary.
REDEMPTION OF DEPOSITARY SHARES
Whenever Jabil redeems shares of preferred stock held by the
depositary, the depositary will redeem as of the same redemption date the number
of depositary shares representing shares of the related class or series of
shares of preferred stock so redeemed. The redemption price per depositary share
will be equal to the applicable fraction of the redemption price per share
payable with respect to such class or series of shares of preferred stock. If
less than all the depositary shares are to be redeemed, the depositary shares to
be redeemed will be selected by lot or pro rata as may be determined by the
depositary.
VOTING THE SHARES OF PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the
shares of preferred stock are entitled to vote, the depositary will mail the
information contained in such notice of meeting to the record holders of the
depositary shares relating to such shares of preferred stock. Each record holder
of such depositary shares on the record date (which will be the same date as the
record date for the shares of preferred stock) will be entitled to instruct the
depositary as to the exercise of the voting rights pertaining to the amount of
the class or series of shares of preferred stock represented by such holder's
depositary shares. The depositary will endeavor, insofar as practicable, to vote
the number of shares of preferred stock represented by such depositary shares in
accordance with such instructions, and Jabil will agree to take all action which
the depositary deems necessary in order to enable the depositary to do so. The
depositary will abstain from voting shares of preferred stock to the extent it
does not receive specific instructions from the holders of depositary shares
representing such shares of preferred stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between Jabil and the depositary. However, any amendment which materially and
adversely alters the rights of the holders of
46
<PAGE> 49
depositary receipts will not be effective unless such amendment has been
approved by the holders of depositary receipts representing at least a majority
(or, in the case of amendments relating to or affecting rights to receive
dividends or distributions or voting or redemption rights, 66%, unless otherwise
provided in the related prospectus supplement) of the depositary shares then
outstanding. The deposit agreement may be terminated by Jabil or the depositary
only (1) if all outstanding depositary shares have been redeemed, (2) if there
has been a final distribution in respect of the related class or series of
shares of preferred stock in connection with any liquidation, dissolution or
winding up of Jabil and such distribution has been distributed to the holders of
depositary receipts or (3) upon the consent of holders of depositary receipts
representing not less than 66% of the depositary shares outstanding.
CHARGES OF DEPOSITARY
Jabil will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. Jabil will pay
charges of the depositary in connection with the initial deposit of the related
class or series of shares of preferred stock and any redemption of such shares
of preferred stock. Holders of depositary receipts will pay all other transfer
and other taxes and governmental charges and such other charges as are expressly
provided in the deposit agreement to be for their accounts.
The depositary may refuse to effect any transfer of a depositary
receipt or any withdrawal of shares of a class or series of preferred stock
evidenced thereby until all taxes and charges with respect to the depositary
receipt or shares of preferred stock are paid by the holders thereof.
MISCELLANEOUS
The depositary will forward all reports and communications from Jabil
which are delivered to the depositary and which Jabil is required to furnish to
the holders of the shares of preferred stock.
Neither the depositary nor Jabil will be liable if it is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the deposit agreement. The obligations of Jabil and the
depositary under the deposit agreement will be limited to performance in good
faith of their duties thereunder, and neither Jabil nor the depositary will be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or class or series of shares of preferred stock unless
satisfactory indemnity is furnished. Jabil and the depositary may rely on
written advice of counsel or accountants, or information provided by persons
presenting shares of preferred stock for deposit, holders of depositary shares
or other persons believed to be competent and on the documents believed to be
genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering to Jabil notice of
its election to do so, and Jabil may at any time remove the depositary. Any such
resignation or removal of the depositary will take effect upon the appointment
of a successor depositary, which successor must be appointed within 60 days
after delivery of the notice of resignation or removal and must be a bank or
trust company having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000.
47
<PAGE> 50
DESCRIPTION OF WARRANTS
Jabil has no warrants outstanding (other than options issued under its
employee stock option plans). Jabil may issue warrants for the purchase of debt
securities, common stock or preferred stock. Warrants may be issued
independently or together with any other securities offered by any prospectus
supplement and may be attached to or separate from such securities. Each series
of warrants will be issued under a separate warrant agreement to be entered into
between Jabil and a warrant agent specified in the applicable prospectus
supplement. The warrant agent will act solely as an agent of Jabil in connection
with the warrants of such series and will not assume any obligation or
relationship of agency or trust for or with any holders of the warrants. Further
terms of the warrants and the applicable warrant agreements will be set forth in
the applicable prospectus supplement. Copies of the form of warrant agreement
and warrant will be filed as exhibits to or incorporated by reference in the
registration statement of which this prospectus forms a part, and the following
summary is qualified in its entirety by reference to such exhibits.
The applicable prospectus supplement will describe the terms of the
warrants, including, where applicable, the following:
- the title of the warrants,
- the aggregate number of warrants,
- the price or prices at which warrants will be issued,
- the designation, terms and number of securities purchasable
upon exercise of warrants,
- the designation and terms of the securities, if any, with
which warrants are issued and the number of warrants issued
with each security,
- the date, if any, on and after which warrants and the related
securities will be separately transferable,
- the price at which each security purchasable upon exercise of
warrants may be purchased,
- the date on which the right to exercise the warrants shall
commence and the date on which that right shall expire,
- the minimum and/or maximum amount of warrants which may be
exercised at any one time,
- information with respect to book-entry procedures, if any, and
- any other terms of the warrants, including terms, procedures
and limitations relating to the exchange and exercise of the
warrants.
48
<PAGE> 51
PLAN OF DISTRIBUTION
We may offer and sell the securities directly or to or through
underwriting syndicates represented by managing underwriters, to or through
underwriters without a syndicate, or through dealers or agents. The prospectus
supplement with respect to the offered securities will set forth the terms of
the offering, including the following:
- the name or names of any underwriters, dealers or agents,
- the purchase price and the proceeds we will receive from the
sale,
- any underwriting discounts, agency fees and other items
constituting underwriters' or agents' compensation and
- the initial public offering price and any discounts or
concessions allowed, re-allowed or paid to dealers.
If any underwriters are involved in the offer and sale, the securities
will be acquired by the underwriters and may be resold by them, either at a
fixed public offering price established at the time of offering or from time to
time in one or more negotiated transactions or otherwise, at prices related to
prevailing market prices determined at the time of sale. Unless otherwise set
forth in the applicable prospectus supplement, the obligations of the
underwriters to purchase the securities will be subject to conditions precedent
and the underwriters will be obligated to purchase all the securities described
in the prospectus supplement if any are purchased. Any initial public offering
price and any discounts or concessions allowed or re-allowed or paid to dealers
may be changed from time to time.
We may offer and sell the securities directly or through an agent or
agents designated by us from time to time. An agent may sell securities it has
purchased from us as principal to other dealers for resale to investors and
other purchasers, and may reallow all or any portion of the discount received in
connection with the purchase from us to the dealers. After the initial offering
of the securities, the offering price (in the case of securities to be resold at
a fixed offering price), the concession and the discount may be changed. Any
agent participating in the distribution of the securities may be deemed to be an
"underwriter," as that term is defined in the Securities Act of 1933, of the
securities so offered and sold.
Underwriters, dealers and agents may be entitled, under agreements
entered into with us, to indemnification by us against some liabilities,
including liabilities under the Securities Act of 1933.
The place and time of delivery for the securities in respect of which
this prospectus is delivered will be set forth in the applicable prospectus
supplement if appropriate.
Unless otherwise indicated in the prospectus supplement, each series of
offered securities will be a new issue of securities for which there currently
is no market (other than our common stock, which is listed on the NYSE). Any
underwriters to whom securities are sold for public offering and sale may make a
market in such series of securities as permitted by applicable laws and
regulations, but such underwriters will not be obligated to do so, and any such
market
49
<PAGE> 52
making may be discontinued at any time without notice. Accordingly, there can be
no assurance as to the development or liquidity of any market for the
securities. The securities may or may not be listed on a national securities
exchange or for quotation through the National Association of Securities Dealers
Automated Quotation System.
Underwriters, agents and dealers may engage in transactions with or
perform services, including various investment banking and other services, for
us and/or any of our affiliates in the ordinary course of business.
50
<PAGE> 53
LEGAL MATTERS
Certain legal matters with respect to the validity of the securities
offered hereby will be passed upon for Jabil by Holland & Knight LLP, Tampa,
Florida, and for any underwriters, dealers or agents by counsel named in the
applicable prospectus supplement.
EXPERTS
The consolidated financial statements of Jabil as of August 31, 1998 and
1999 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 reports of KPMG LLP and Ernst & Young LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firms 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.
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:
51
<PAGE> 54
- Annual Report on Form 10-K for the year ended August 31, 1999 filed
with the SEC on November 12, 1999 (including information specifically
incorporated by reference into our Form 10-K from our definitive Proxy
Statement for our 1999 Annual Meeting of Stockholders filed with the
SEC on November 22, 1999).
- Quarterly Report on Form 10-Q filed with the SEC on January 14, 2000.
- Quarterly Report on Form 10-Q filed with the SEC on April 13, 2000.
- Quarterly Report on Form 10-Q filed with the SEC on July 17, 2000.
- Current Report on Form 8-K filed with the SEC on September 28, 1999.
- Amended Current Report on Form 8-K/A filed with the SEC on November 29,
1999.
- Amended Current Report on Form 8-K/A filed with the SEC on December 10,
1999.
- Current Report on Form 8-K filed with the SEC on December 20, 1999.
- Current Report on Form 8-K filed with the SEC on March 16, 2000.
- Current Report on Form 8-K filed with the SEC on March 29, 2000.
- Current Report on Form 8-K filed with the SEC on May 10, 2000.
- Current Report on Form 8-K filed with the SEC on June 6, 2000
- Current Report on Form 8-K filed with the SEC on June 15, 2000.
- Current Report on Form 8-K filed with the SEC on July 5, 2000.
- The description of Jabil's common stock contained in Jabil's
registration statement on Form 8-A dated April 28, 1998.
- All documents subsequently filed 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 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.
52
<PAGE> 55
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.
53
<PAGE> 56
$1,500,000,000
JABIL CIRCUIT, INC.
DEBT SECURITIES, PREFERRED STOCK, COMMON STOCK,
DEPOSITARY SHARES AND WARRANTS
----------------------------
PROSPECTUS
----------------------------
, 2000
<PAGE> 57
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate (other than the SEC 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>
Commission Registration Fee................................................... $ 341,286
Trustee's Fees and Expenses .................................................. 25,000
Rating Agencies' Fees ........................................................ 400,000
Transfer Agent and Registrar Fees and Expenses................................ 25,000
Legal Fees and Expenses....................................................... 400,000
Accounting Fees and Expenses.................................................. 50,000
Printing, Engraving and Mailing Expenses...................................... 50,000
Miscellaneous................................................................. 28,714
----------
Total......................................................................... $1,320,000
==========
</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 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.
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<PAGE> 58
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.
The form(s) of proposed Underwriting Agreement(s) to be filed as (an)
Exhibit(s) hereto or incorporated by reference herein may include provisions
regarding the indemnification of our officers and directors by the several
Underwriters.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description
------- ------------
<S> <C>
1.1 Form of Underwriting Agreement.
4.1 Certificate of Incorporation+.
4.2 Form of Senior Indenture.
4.3 Form of Subordinated Indenture.
4.4 Form of Senior Debt Security*.
4.5 Form of Subordinated Debt Security*.
4.6 Form of Convertible Debt Security*.
4.7 Form of Preferred Stock Certificate of Designation*.
4.8 Form of Warrant*.
4.9 Form of Warrant Agreement*.
4.10 Form of Deposit Agreement*.
5.1 Opinion of Holland & Knight LLP.
12.1 Computation of Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends.
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP.
23.3 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>
II-2
<PAGE> 59
<TABLE>
<S> <C>
25.1 Form T-1 Statement of Eligibility of Trustee for Senior Indenture under
the Trust Indenture Act of 1939.
25.2 Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture
under the Trust Indenture Act of 1939.
</TABLE>
+ Incorporated by reference to the Company's Quarterly Report on
Form 10-Q filed with the SEC on April 13, 2000
* To be filed with a Current Report on Form 8-K, a Pre-Effective
Amendment to the Registration Statement or a Post-Effective
Amendment to Registration Statement.
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act,
(b) 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,
(c) 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 clauses (a) and (b) 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 Securities Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in the Registration
Statement.
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<PAGE> 60
(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 SEC 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.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance on Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or Rule 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it
was declared effective; and
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
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<PAGE> 61
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 August 2, 2000.
JABIL CIRCUIT, INC.
By: /s/ William D. Morean
-----------------------------------------
Name: William D. Morean
Title: Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Timothy L. Main, Chris A. Lewis and Robert L.
Paver, 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, 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, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 2, 2000.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William D. Morean Chairman of the Board and
---------------------------------- Chief Executive Officer August 2, 2000
William D. Morean (Principal Executive Officer) --------------
/s/ Chris A. Lewis Chief Financial Officer
---------------------------------- (Principal Financial Officer) August 2, 2000
Chris A. Lewis --------------
</TABLE>
II-5
<PAGE> 62
<TABLE>
<S> <C> <C>
/s/ Thomas A.Sansone Vice Chairman and Director August 2, 2000
----------------------------------
Thomas A. Sansone
/s/ Mel S. Lavitt Director August 2, 2000
----------------------------------
Mel S. Lavitt
/s/ Timothy L. Main President and Director August 2, 2000
----------------------------------
Timothy L. Main
/s/ Lawrence J. Murphy Director August 2, 2000
----------------------------------
Lawrence J. Murphy
/s/ Stephen A. Raymund Director August 2, 2000
----------------------------------
Steven A. Raymund
/s/ Frank A. Newman Director August 2, 2000
----------------------------------
Frank A. Newman
</TABLE>
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<PAGE> 63
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
1.1 Form of Underwriting Agreement.
4.1 Certificate of Incorporation+.
4.2 Form of Senior Indenture.
4.3 Form of Subordinated Indenture.
4.4 Form of Senior Debt Security*.
4.5 Form of Subordinated Debt Security*.
4.6 Form of Convertible Debt Security*.
4.7 Form of Preferred Stock Certificate of Designation*.
4.8 Form of Warrant*.
4.9 Form of Warrant Agreement*.
4.10 Form of Deposit Agreement*.
5.1 Opinion of Holland & Knight LLP.
12.1 Computation of Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends.
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP.
23.3 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).
25.1 Form T-1 Statement of Eligibility of Trustee for Senior Indenture under
the Trust Indenture Act of 1939.
25.2 Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture
under the Trust Indenture Act of 1939.
</TABLE>
+ Incorporated by reference to the Company's Quarterly Report on Form
10-Q filed with the SEC on April 13, 2000
* To be filed with a Current Report on Form 8-K, a Pre-Effective
Amendment to the Registration Statement or a Post-Effective
Amendment to Registration Statement.
II-7
