<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2000
REGISTRATION NO. 333-96227
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 7
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
MANUFACTURERS' SERVICES LIMITED
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 3679 04-3258036
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or organization) Industrial Classification Identification No.)
Code Number)
</TABLE>
300 BAKER AVENUE, SUITE 106, CONCORD, MASSACHUSETTS 01742
(978) 287-5630
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------------
KEVIN C. MELIA
300 BAKER AVENUE, SUITE 106
CONCORD, MASSACHUSETTS 01742
(978) 287-5630
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO AGENT FOR
SERVICE, SHOULD BE SENT TO:
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<S> <C>
DAVID B. WALEK, ESQ. WINTHROP B. CONRAD, JR., ESQ.
Ropes & Gray Davis Polk & Wardwell
One International Place 450 Lexington Avenue
Boston, Massachusetts 02110 New York, New York 10017
(617) 951-7000 (212) 450-4000
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, 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 effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective 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. / /
--------------------------
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.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates, except
the Securities and Exchange Commission registration fee and the National
Association of Securities Dealers, Inc. filing fee.
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<S> <C>
Securities and Exchange Commission registration fee..... $ 63,453
National Association of Securities Dealers, Inc. filing
fee................................................... 24,535
New York Stock Exchange listing fee..................... 105,600
Printing and engraving expenses......................... 275,000
Legal fees and expenses................................. 500,000
Accounting fees and expenses............................ 435,000
Blue sky fees and expenses.............................. 5,000
Transfer Agent and Registrar fees....................... 18,000
Miscellaneous........................................... 113,412
----------
Total................................................. $1,540,000
==========
</TABLE>
Item 14. Indemnification of Directors and Officers.
The Registrant's Restated Certificate of Incorporation provides that the
Registrant's Directors shall not be liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except to the
extent that the exculpation from liabilities is not permitted under the Delaware
General Corporation Law as in effect at the time such liability is determined.
The Amended and Restated By-Laws provide that the Registrant shall indemnify its
directors to the full extent permitted by the laws of the State of Delaware.
Prior to the consummation of this offering, the Company will enter into
indemnification agreements with each of its directors and executive officers
that provide for indemnification and expense advancement to the fullest extent
permitted under the Delaware General Corporation Law.
Item 15. Recent Sales of Unregistered Securities.
In the three years preceding the filing of this Registration Statement, the
Registrant has issued the following securities which were not registered under
the Securities Act of 1933, as amended:
(1) On June 13, 1997, MSL issued:
(a) an aggregate of 5,208,334 shares of common stock to the DLJ Entities
for an aggregate of $25 million; and
(b) 157,250 shares of common stock to Kevin C. Melia pursuant to the
exercise of outstanding options for an aggregate of $629,000.
II-1
<PAGE>
(2) Between April 4, 1998 and April 2, 2000, MSL sold an aggregate of
623,069 shares of common stock to employees and persons having business
relationships with MSL for an aggregate of $1,464,598.
(3) On November 26, 1999, MSL sold an aggregate of 2,000,000 shares of
senior exchangeable preferred stock due 2006 to investment entities affiliated
with Donaldson, Lufkin & Jenrette, Inc. for an aggregate of $50 million.
(4) Between November 4, 1997 and April 2, 2000, MSL sold an aggregate of
693,800 shares of common stock to employees of MSL pursuant to the exercise of
outstanding options for an aggregate of $2,782,754 and in consideration of
services rendered.
The sales and issuances listed above in paragraphs (1), (2) and (3) were
deemed exempt from registration under the Securities Act by virtue of Section
4(2) thereof, as transactions not involving a public offering. The issuances of
securities listed in paragraph (4) were deemed exempt from registration under
the Securities Act by virtue of Rule 701. Defined terms used herein not
otherwise defined have the meanings ascribed to them in the prospectus, which
forms a part of this Registration Statement.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits:
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**1.1 Form of Underwriting Agreement.
**2.1+ Securities Purchase Agreement dated as of January 20, 1995
by and among MSL and the parties listed therein.
**2.2 Warrant Agreement dated as of August 31, 1995 by and among
MSL, Bank of America National Trust and Savings
Association and the parties listed therein.
**2.3+ Preferred Stock and Warrant Subscription Agreement dated as
of November 26, 1999 by and among MSL and the parties
listed therein.
**2.4 Escrow Agreement dated as of November 26, 1999 by and among
MSL and the parties listed therein.
**2.5+ Asset Purchase Agreement dated as of November 19, 1999,
among 3Com Corporation, Manufacturers' Services Limited
and Manufacturers' Services Salt Lake City
Operations, Inc.
**2.6 Securities Purchase Agreement dated as of May 19, 1995 by
and among MSL and the parties listed therein.
**2.7 Securities Purchase Agreement dated as of September 1, 1995
by and among MSL and the parties listed therein.
**2.8 Securities Purchase Agreement dated as of June 11, 1997 by
and among MSL and the parties listed therein.
**3.1 Restated Certificate of Incorporation of MSL.
**3.2 Amended and Restated By-laws of MSL.
**3.3 Form of certificate representing shares of common stock,
$.001 par value per share.
**4.1 Stockholders Agreement dated as of January 20, 1995 by and
among MSL and the stockholders named therein.
</TABLE>
II-2
<PAGE>
<TABLE>
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**4.2 Stockholders Agreement Amendment dated as of November 26,
1999 by and among MSL and the stockholders names therein.
**4.3+ Credit Agreement dated August 21, 1998 among MSL, MSL
Overseas Finance B.V. and the lenders named therein.
**4.4 First Amendment to Credit Agreement and Limited Waiver dated
as of February 26, 1999 by and among MSL, MSL Overseas
Finance B.V. and the lenders named in the Credit
Agreement.
**4.5 Second Amendment to Credit Agreement and Consent dated as of
November 23, 1999 by and among MSL, MSL Overseas Finance
B.V. and the lenders named in the Credit Agreement.
**4.6 Third Amendment to Credit Agreement and Consent dated as of
February 10, 2000 by and among MSL, MSL Overseas Finance
B.V. and the lenders named in the Credit Agreement.
**5.1 Opinion of Ropes & Gray.
**10.1 Employment Agreement dated as of January 20, 1995 by and
between MSL and Kevin C. Melia.
**10.2 Employment Letter dated as of June 20, 1997 by and between
MSL and Robert E. Donahue.
**10.3 Employment Letter dated as of September 27, 1995 by and
between MSL and Rodolfo Archbold.
**10.4 Employment Letter dated as of January 4, 1996 by and between
MSL and Dale R. Johnson.
**10.5 Severance Letter dated June 25, 1996 by and between MSL and
Dale R. Johnson.
**10.6 Employment Letter dated as of January 23, 1998 by and
between MSL and James N. Poor.
**10.7 Second Amended and Restated Non-Qualified Stock Option Plan.
**10.8 Form of 2000 Equity Incentive Plan.
**10.9 Form of 2000 Employee Stock Purchase Plan.
**10.10 Form of Indemnification Agreement.
**10.11 Office/Warehouse Lease dated as of April 14, 1997 by and
between Amberjack, Ltd. and Manufacturers' Services
Limited - Roseville, Inc.
**10.12 Lease dated as of May 5, 1998 by and between International
Business Machines Corporation and Manufacturers' Services
Western U.S. Operations, Inc.
**X10.13 Supply Agreement dated as of November 27, 1999 by and
between MSL and 3Com Corporation.
X10.14 Outsourcing Agreement dated as of June 1, 1998 by and
between International Business Machines Corporation and
Manufacturers' Services Western US Operations, Inc.
**X10.15 Manufacturing, Integration and Fulfillment Contract dated as
of June 26, 1998 by and between International Business
Machines S.A. and Global Manufacturers' Services -
Valencia.
**X10.16 Global Requirements Agreement No. MSL 183G dated as of
July 30, 1997 by and between MSL and Iomega Corporation.
</TABLE>
II-3
<PAGE>
<TABLE>
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**X10.17 Supply Agreement dated as of November 27, 1999 by and
between MSL and Palm Computing, Inc.
**X10.18 Manufacturing Services Agreement dated as of June 1, 1999 by
and between Hewlett-Packard Singapore Pte Ltd. and
Manufacturers' Services Singapore Pte Ltd.
**10.19 2000 Cash Incentive Compensation Plan.
**21.1 Subsidiaries of MSL.
**23.1 Consent of PricewaterhouseCoopers LLP.
**23.2 Consent of Ropes & Gray (included in the opinion filed as
Exhibit 5.1).
**23.3 Consent of Technology Forecasters, Inc.
**24.1 Power of attorney pursuant to which amendments to this
registration statement may be filed (included on the
signature page in Part II).
**27.1 Financial Data Schedule.
</TABLE>
--------------------------
** Previously filed.
X Confidential treatment requested on portions of this exhibit. An unredacted
version of this exhibit has been filed separately with the Commission.
+ MSL agrees to furnish supplementally to the Commission a copy of any omitted
schedule or exhibit to such agreement upon request by the Commission.
(b) Financial Statement Schedules.
The following financial statement schedule of the Company is included in
Part II of the Registration Statement:
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Report of Independent Accountants on Financial Statement
Schedules................................................. S-1
Schedule II - Valuation and Qualifying Accounts............. S-2
</TABLE>
All other schedules for which provision is made in the applicable accounting
regulations of the Commission are not required under the related instructions,
are inapplicable or not material, or the information called for thereby is
otherwise included in the financial statements and therefore has been omitted.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement, certificates in such
denominations and registered in such manner as requested by the underwriters to
permit prompt delivery to each purchaser.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration
II-4
<PAGE>
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
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under "Item 14--Indemnification
of Directors and Officers" above, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Manufacturers' Services Limited has duly caused this Amendment No. 7 to the
Registration Statement on Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Concord, Commonwealth of
Massachusetts, on this 5th day of June, 2000.
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<S> <C> <C>
MANUFACTURERS' SERVICES LIMITED
By: /s/ KEVIN C. MELIA
--------------------------------------
Name: Kevin C. Melia
Title: CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
</TABLE>
* * * *
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 7 to the Registration Statement on Form S-1 has been signed by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
Chairman of the Board,
/s/ KEVIN C. MELIA Chief Executive Officer
---------------------------------------- (Principal Executive June 5, 2000
KEVIN C. MELIA Officer) and Director
President, Chief Financial
* Officer (Principal Financial
---------------------------------------- and Accounting Officer) and June 5, 2000
ROBERT E. DONAHUE Director
*
---------------------------------------- Director June 5, 2000
THOMPSON DEAN
*
---------------------------------------- Director June 5, 2000
KARL WYSS
*
---------------------------------------- Director June 5, 2000
GEORGE W. CHAMILLARD
*
---------------------------------------- Director June 5, 2000
WILLIAM WEYAND
*
---------------------------------------- Director June 5, 2000
JOHN F. FORT, III
</TABLE>
The undersigned, by signing his name hereto, does sign and execute this
Amendment No. 7 pursuant to the Powers of Attorney executed by the above named
directors and officer of the
II-6
<PAGE>
Registrant and previously filed with the Securities and Exchange Commission on
behalf of such directors and officer.
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<S> <C> <C> <C>
*By: /s/ KEVIN C. MELIA
------------------------------------- Attorney-in-Fact June 5, 2000
KEVIN C. MELIA
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<C> <S>
**1.1 Form of Underwriting Agreement.
**2.1+ Securities Purchase Agreement dated as of January 20, 1995
by and among MSL and the parties listed therein.
**2.2 Warrant Agreement dated as of August 31, 1995 by and among
MSL, Bank of America National Trust and Savings
Association and the parties listed therein.
**2.3+ Preferred Stock and Warrant Subscription Agreement dated as
of November 26, 1999 by and among MSL and the parties
listed therein.
**2.4 Escrow Agreement dated as of November 26, 1999 by and among
MSL and the parties listed therein.
**2.5+ Asset Purchase Agreement dated as of November 19, 1999,
among 3Com Corporation, Manufacturers' Services Limited
and Manufacturers' Services Salt Lake City
Operations, Inc.
**2.6 Securities Purchase Agreement dated as of May 19, 1995 by
and among MSL and the parties listed therein.
**2.7 Securities Purchase Agreement dated as of September 1, 1995
by and among MSL and the parties listed therein.
**2.8 Securities Purchase Agreement dated as of June 11, 1997 by
and among MSL and the parties listed therein.
**3.1 Restated Certificate of Incorporation of MSL.
**3.2 Amended and Restated By-laws of MSL.
**3.3 Form of certificate representing shares of common stock,
$.001 par value per share.
**4.1 Stockholders Agreement dated as of January 20, 1995 by and
among MSL and the stockholders named therein.
**4.2 Stockholders Agreement Amendment dated as of November 26,
1999 by and among MSL and the stockholders names therein.
**4.3+ Credit Agreement dated August 21, 1998 among MSL, MSL
Overseas Finance B.V. and the lenders named therein.
**4.4 First Amendment to Credit Agreement and Limited Waiver dated
as of February 26, 1999 by and among MSL, MSL Overseas
Finance B.V. and the lenders named in the Credit
Agreement.
**4.5 Second Amendment to Credit Agreement and Consent dated as of
November 23, 1999 by and among MSL, MSL Overseas Finance
B.V. and the lenders named in the Credit Agreement.
**4.6 Third Amendment to Credit Agreement and Consent dated as of
February 10, 2000 by and among MSL, MSL Overseas Finance
B.V. and the lenders named in the Credit Agreement.
**5.1 Opinion of Ropes & Gray.
**10.1 Employment Agreement dated as of January 20, 1995 by and
between MSL and Kevin C. Melia.
**10.2 Employment Letter dated as of June 20, 1997 by and between
MSL and Robert E. Donahue.
**10.3 Employment Letter dated as of September 27, 1995 by and
between MSL and Rodolfo Archbold.
</TABLE>
<PAGE>
<TABLE>
<C> <S>
**10.4 Employment Letter dated as of January 4, 1996 by and between
MSL and Dale R. Johnson.
**10.5 Severance Letter dated June 25, 1996 by and between MSL and
Dale R. Johnson.
**10.6 Employment Letter dated as of January 23, 1998 by and
between MSL and James N. Poor.
**10.7 Second Amended and Restated Non-Qualified Stock Option Plan.
**10.8 Form of 2000 Equity Incentive Plan.
**10.9 Form of 2000 Employee Stock Purchase Plan.
**10.10 Form of Indemnification Agreement.
**10.11 Office/Warehouse Lease dated as of April 14, 1997 by and
between Amberjack, Ltd. and Manufacturers' Services
Limited - Roseville, Inc.
**10.12 Lease dated as of May 5, 1998 by and between International
Business Machines Corporation and Manufacturers' Services
Western U.S. Operations, Inc.
**X10.13 Supply Agreement dated as of November 27, 1999 by and
between MSL and 3Com Corporation.
X10.14 Outsourcing Agreement dated as of June 1, 1998 by and
between International Business Machines Corporation and
Manufacturers' Services Western US Operations, Inc.
**X10.15 Manufacturing, Integration and Fulfillment Contract dated as
of June 26, 1998 by and between International Business
Machines S.A. and Global Manufacturers' Services -
Valencia.
**X10.16 Global Requirements Agreement No. MSL 183G dated as of
July 30, 1997 by and between MSL and Iomega Corporation.
**X10.17 Supply Agreement dated as of November 27, 1999 by and
between MSL and Palm Computing, Inc.
**X10.18 Manufacturing Services Agreement dated as of June 1, 1999 by
and between Hewlett-Packard Singapore Pte Ltd. and
Manufacturers' Services Singapore Pte Ltd.
**10.19 2000 Cash Incentive Compensation Plan.
**21.1 Subsidiaries of MSL.
**23.1 Consent of PricewaterhouseCoopers LLP.
**23.2 Consent of Ropes & Gray (included in the opinion filed as
Exhibit 5.1).
**23.3 Consent of Technology Forecasters, Inc.
**24.1 Power of attorney pursuant to which amendments to this
registration statement may be filed (included on the
signature page in Part II).
**27.1 Financial Data Schedule.
</TABLE>
--------------------------
** Previously filed.
X Confidential treatment requested on portions of this exhibit. An unredacted
version of this exhibit has been filed separately with the Commission.
+ MSL agrees to furnish supplementally to the Commission a copy of any omitted
schedule or exhibit to such agreement upon request by the Commission.
