<PAGE>
Registration No. 333-__________
As filed with the Securities and Exchange Commission on August 17, 2000
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
PEMSTAR INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1771227
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
____________________
3535 Technology Drive, N.W.
Rochester, Minnesota 55901
(Address, including zip code,
of registrant's principal executive offices)
____________________
Pemstar Inc. 2000 Employee Stock Purchase Plan
Pemstar Inc. 1994 Stock Option Plan
Pemstar Inc. 1995 Stock Option Plan
Pemstar Inc. 1997 Stock Option Plan
Pemstar Inc. 1999 Amended and Restated Stock Option Plan
Pemstar Inc. 2000 Stock Option Plan
(Full titles of the plans)
____________________
Allen J. Berning
Pemstar Inc.
3535 Technology Drive, N.W.
Rochester, Minnesota 55901
(507) 288-6720
(Name, address and telephone number,
including area code, of agent for service of process)
____________________
Copy to:
Jonathan B. Abram, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402
(612) 340-2600
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered share (2) price (2) registration fee
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value
$.01 per share (1) 5,540,864 shares (3) $12.72 $39,963,617 $10,551
=================================================================================================================================
</TABLE>
(1) Includes certain associated preferred stock rights that will be issued to
each shareholder pursuant to a rights agreement.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and Rule 457(c). The proposed maximum
aggregate offering price has been calculated as follows: options to
purchase 3,694,452 shares have been issued with an approximate weighted
average exercise price of $4.46; the exercise price with respect to
1,846,412 shares that are being registered herein but remain unissued is
based upon the average of the high and low prices of the Registrant's
Common Stock on the Nasdaq National Market on August 14, 2000.
(3) Of these 5,540,864 shares being registered, 85,440 are being registered
under the 1994 Stock Option Plan, 175,500 are being registered under the
1995 Stock Option Plan, 591,222 are being registered under the 1997 Stock
Option Plan, 2,688,702 are being registered under the 1999 Amended and
Restated Stock Option Plan, 1,500,000 are being registered under the 2000
Stock Option Plan and 500,000 are being registered under the 2000 Employee
Stock Purchase Plan.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Pemstar Inc. (the "Company"), are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) The Company's prospectus filed with the Commission pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "1933 Act"), in
connection with the Registration Statement No. 333-37162 on Form S-1
filed with the Commission on May 16, 2000, together with any
amendments thereto (the "Registration Statement"), in which there is
set forth audited financial statements for the Company's fiscal years
ended March 31, 2000 and March 31, 1999; and
(b) The description of the Company's Common Stock contained in Item 1 of
the Registration Statement on Form 8-A dated August 2, 2000, and any
amendment or report filed for the purpose of updating such description
filed subsequent to the date of this Registration Statement on Form S-
8 and prior to the termination of the offering described herein.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the respective dates of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is subject to Minnesota Statutes, Chapter 302A. Section
302A.521 provides that a corporation shall indemnify any person made or
threatened to be made a party to a proceeding by reason of the former or present
official capacity (as defined) of such person against judgments, penalties,
fines (including, without limitation, excise taxes assessed against such person
with respect to an employee benefit plan), settlements and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts or omissions of
such persons complained of in the proceeding, such person (1) has not been
indemnified therefor by another organization or employee benefit plan; (2) acted
in good faith; (3) received no improper personal benefit and Section 302A.255
(with respect to director conflicts of interest), if applicable, has been
satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and (5) reasonably believed that the conduct
was in the best interests of the corporation in the case of acts or omissions in
such person's official capacity for the corporation, or reasonably believed that
the conduct was not opposed to the best interests of the corporation in the case
of acts or omissions in such person's official capacity for other affiliated
organizations.
The Company's Amended and Restated Bylaws provide that the Company shall
indemnify such persons, for such liabilities and expenses, in such manner, under
such circumstances, and to such extent as required or permitted by Section
302A.521, as now enacted or hereafter amended.
The Company also maintains an insurance policy or policies to assist in
funding indemnification of directors and officers of the Company for certain
liabilities.
II-1
<PAGE>
Item 7. Exemption from Registration Claimed.
No securities are to be reoffered or resold pursuant to this Registration
Statement.
Item 8. Exhibits.
Exhibit
Number Description
------ -----------
4.1 Restated Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1
(File No. 333-37162)).
4.2 Rights Agreement between the Company and Wells Fargo Bank
Minnesota, N.A., dated August 11, 2000 (incorporated by reference
to the Company's Registration Statement on Form S-1 (File No.
333-37162)).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of McGladrey & Pullen, LLP
23.3 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(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.
(b) The undersigned registrant hereby undertakes 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 the 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or other 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Rochester, State of Minnesota, on August 15/th/, 2000.
PEMSTAR INC.
By /s/ Allen J. Berning
------------------------------------------
Allen J. Berning
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 15th, 2000.
Signature Title
--------- -----
/s/ Allen J. Berning Chairman, Chief Executive Officer and
--------------------------------
Allen J. Berning (principal executive officer) Director
/s/ William J. Kullback Chief Financial Officer
--------------------------------
William J. Kullback (principal financial officer and principal
accounting officer)
/s/ Gary L. Linbeck Director
--------------------------------
Gary L. Lingbeck
/s/ Karl D. Shurson Director
--------------------------------
Karl D. Shurson
/s/ Thomas A. Burton Director
--------------------------------
Thomas A. Burton
/s/ Steve V. Petracca Director
--------------------------------
Steve V. Petracca
/s/ Robert R. Murphy Director
--------------------------------
Robert R. Murphy
/s/ David L. Sippel Director
--------------------------------
David L. Sippel
II-4
<PAGE>
EXHIBIT INDEX TO
FORM S-8
Pemstar Inc.
Exhibit
Number Description
------ -----------
4.1 Restated Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1
(File No. 333-37162)).
4.2 Rights Agreement between the Company and Wells Fargo Bank
Minnesota, N.A., dated August 11, 2000 (incorporated by reference
to the Company's Registration Statement on Form S-1 (File No.
333-37162)).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of McGladrey & Pullen, LLP
23.3 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney.
