<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
PEMSTAR INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1771227
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
3535 Technology Drive N.W.
Rochester, Minnesota 55901
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [_]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this Form relates:
333-37162
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
The Description of Capital Stock section included in the Registrant's
Registration Statement on Form S-1 (File No. 333-37162), as amended, which
Registration Statement was initially filed with the Securities and Exchange
Commission on May 26, 2000, is incorporated herein by reference.
Item 2. Exhibits.
--------
Number Description
------ -----------
3.1* Articles of Incorporation of the Company.
3.2* Amended and Restated Bylaws of the Company.
4.1* Form of Certificate of Common Stock of the Company.
4.2* Rights Agreement, by and between the Company and the
Rights Agent.
10.11* First Amended and Restated Investor Rights Agreement, dated
as of June 7, 1997, between the Company and certain shareholders.
* Incorporated by reference to the exhibit of the same number in the Company's
Registration Statement on Form S-1 (File No. 333-37162), as amended.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Pemstar Inc.
Date: August 2, 2000
By /s/ Robert Murphy
--------------------------------
Robert Murphy
Executive Vice President and
Treasurer
