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As filed with the Securities and Exchange Commission on July 28, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
MANUFACTURERS' SERVICES LIMITED
(Exact name of registrant as specified in its charter)
DELAWARE 04-3258036
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
300 BAKER AVENUE, SUITE 106, CONCORD, MASSACHUSETTS 01742
(Address of principal executive offices, including zip code)
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2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
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KEVIN C. MELIA
300 BAKER AVENUE, SUITE 106
CONCORD, MASSACHUSETTS 01742
(978) 287-5630
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(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 225,000 shares $25.75 $5,793,750 $1,529.55
par value per share
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(1) The offering price for shares subject to options on the date hereof is the actual exercise price of such options. The offering
price for shares subject to options has been estimated solely for the purpose of determining the registration fee pursuant to
Rule 457(c) and (h) on the basis of the average of the high and low prices of Manufacturers' Services Limited common stock, par
value $.001 per share, as reported on the New York Stock Exchange on July 24, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Manufacturers' Services Limited (the "Registrant") hereby incorporates
the following documents herein by reference:
(a) The Registrant's latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), as filed with the Securities and Exchange
Commission (the "Commission") on June 23, 2000.
(b) Not applicable.
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of common stock registered in this
Registration Statement will be passed upon for the Registrant by Ropes & Gray,
Boston, Massachusetts.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Certificate of Incorporation limits the
liability of the Registrant's directors to the fullest extent permitted by the
Delaware General Corporation Law and provides that the Registrant will indemnify
the directors to the fullest extent permitted by such law. The Registrant
expects to enter into indemnification agreements with all of its current
directors and executive officers and expects to enter into a similar agreement
with any new directors or executive officers. The Registrant maintains directors
and officers liability insurance coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
4.1 2000 Non-Employee Director Stock Option Plan (previously filed
as Exhibit 10.20 to the Registration Statement on Form S-1, as
amended, No. 333-96227).
4.2 Stockholders Agreement dated as of January 20, 1995 by and
among MSL and the stockholders named therein (previously
filed as Exhibit 4.1 to the Registration Statement on Form
S-1, as amended, No. 333-96227).
4.3 Stockholders Agreement Amendment dated as of November 26,
1999 by and among MSL and the stockholders named therein
(previously filed as Exhibit 4.2 to the Registration
Statement on Form S-1, as amended, No. 333-96227).
4.4 Credit Agreement dated August 21, 1998 among MSL, MSL
Overseas Finance B.V. and the lenders named therein
(previously filed as Exhibit 4.3 to the Registration
Statement on Form S-1, as amended, No. 333-96227).
4.5 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
(previously filed as Exhibit 4.4 to the Registration
Statement on Form S-1, as amended, No. 333-96227).
4.6 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
(previously filed as Exhibit 4.5 to the Registration
Statement on Form S-1, as amended, No. 333-96227).
4.7 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
(previously filed as Exhibit 4.6 to the Registration
Statement on Form S-1, as amended, No. 333-96227).
4.8 Form of Amended and Restated Stockholders Agreement by and
among MSL and the stockholders named therein (previously
filed as Exhibit 4.7 to the Registration Statement on Form
S-1, as amended, No. 333-96227).
5.1 Opinion of Ropes & Gray.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on the signature page in
Part II).
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;
(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;
(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
shall 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 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(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.
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(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 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 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.
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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 Concord, Commonwealth of Massachusetts, on the 27th
day of July, 2000.
MANUFACTURERS' SERVICES LIMITED
By: /S/ KEVIN C. MELIA
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Name: Kevin C. Melia
Title: CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
Each person whose signature appears below constitutes and appoints
Kevin C. Melia, Robert E. Donahue and Thompson Dean, and each of them singly,
his or her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 to be
filed by Manufacturers' Services Limited, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
* * * *
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
<S> <C> <C>
/S/ KEVIN C. MELIA Chairman of the Board, July 27, 2000
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KEVIN C. MELIA Chief Executive Officer
(Principal Executive
Officer) and Director
/S/ ROBERT E. DONAHUE President, Chief Financial Officer July 27, 2000
------------------------------------- (Principal Financial and
ROBERT E. DONAHUE Accounting Officer) and Director
/S/ THOMPSON DEAN Director July 27, 2000
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THOMPSON DEAN
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<S> <C> <C>
/S/ KARL WYSS Director July 19, 2000
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KARL WYSS
/S/ GEORGE W. CHAMILLARD Director July 20, 2000
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GEORGE W. CHAMILLARD
/S/ WILLIAM WEYAND Director July 21, 2000
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WILLIAM WEYAND
Director
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JOHN F. FORT, III
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EXHIBIT INDEX
4.1 2000 Non-Employee Director Stock Option Plan (previously filed as
Exhibit 10.20 to the Registration Statement on Form S-1, as amended,
No. 333-96227).
4.2 Stockholders Agreement dated as of January 20, 1995 by and among MSL
and the stockholders named therein (previously filed as Exhibit 4.1 to
the Registration Statement on Form S-1, as amended, No. 333-96227).
4.3 Stockholders Agreement Amendment dated as of November 26, 1999 by and
among MSL and the stockholders named therein (previously filed as
Exhibit 4.2 to the Registration Statement on Form S-1, as amended, No.
333-96227).
4.4 Credit Agreement dated August 21, 1998 among MSL, MSL Overseas Finance
B.V. and the lenders named therein (previously filed as Exhibit 4.3 to
the Registration Statement on Form S-1, as amended, No. 333-96227).
4.5 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 (previously filed as Exhibit 4.4
to the Registration Statement on Form S-1, as amended, No. 333-96227).
4.6 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 (previously filed as Exhibit 4.5 to the
Registration Statement on Form S-1, as amended, No. 333-96227).
4.7 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 (previously filed as Exhibit 4.6 to the
Registration Statement on Form S-1, as amended, No. 333-96227).
4.8 Form of Amended and Restated Stockholders Agreement by and among MSL
and the stockholders named therein (previously filed as Exhibit 4.7 to
the Registration Statement on Form S-1, as amended, No. 333-96227).
5.1 Opinion of Ropes & Gray.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on the signature page in Part II).
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