UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

January 20, 2011

Date of Report (Date of earliest event reported)

 

SANMINA-SCI CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-21272

 

77-0228183

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

2700 North First Street

San Jose, California 95134

(Address of principal executive offices)

 

(408) 964-3500

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On January 24, 2011, Sanmina-SCI Corporation (the “Company”) issued a press release announcing financial results for its first fiscal quarter ended on January 1, 2011. The press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

The information set forth in this Item 2.02, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.  In addition, the information in this report shall not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

 

ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

On January 20, 2011, the stockholders of Sanmina-SCI Corporation (the “Company”) approved an amendment to the Company’s 2009 Incentive Plan (the “2009 Plan”) to reserve an additional 2,000,000 shares of common stock for issuance thereunder.

 

The 2009 Plan permits the award of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, and other forms of equity compensation as determined by the Board of Directors or permitted delegatees. The 2009 Plan also provides the ability to grant performance stock awards and performance cash awards. Equity awards may be made under the 2009 Plan to employees, consultants and members of the Company’s Board of Directors. The terms and conditions of each type of award are set forth in the 2009 Plan. The 2009 Plan expires on January 26, 2019.

 

ITEM 5.07  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

On January 20, 2011, we held our 2011 Annual Meeting of Stockholders. The matters voted upon at the meeting by stockholders of record as of November 30, 2010 and the vote with respect to each such matter are set forth below:

 

1.                                                               To elect nine directors to serve for the ensuing year and until their successors are appointed or elected:

 

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

Neil R. Bonke

 

57,388,953

 

877,901

 

47,424

 

13,429,864

 

John P. Goldsberry

 

57,807,900

 

430,735

 

75,643

 

13,429,864

 

Joseph G. Licata

 

57,596,275

 

665,378

 

52,625

 

13,429,864

 

Jean Manas

 

56,669,879

 

1,592,482

 

51,917

 

13,429,864

 

Mario M. Rosati

 

56,399,244

 

1,842,290

 

72,744

 

13,429,864

 

A. Eugene Sapp, Jr.

 

56,766,480

 

1,501,140

 

46,658

 

13,429,864

 

Wayne Shortridge

 

57,556,935

 

708,895

 

48,448

 

13,429,864

 

Jure Sola

 

56,985,817

 

1,199,867

 

128,594

 

13,429,864

 

Jackie M. Ward

 

57,570,705

 

703,489

 

40,084

 

13,429,864

 

 

2.                                                               To approve appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending October 1, 2011.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

71,027,095

 

667,977

 

49,069

 

0

 

 

2



 

3.                                                               To approve the reservation of 2,000,000 shares of common stock for issuance under the 2009 Incentive Plan of the Company.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

49,740,294

 

3,461,542

 

5,112,442

 

13,429,864

 

 

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

 

(d)    Exhibits.

 

Exhibit No

 

Description

 

 

 

Exhibit 99.1

 

Earnings Press Release issued by Sanmina-SCI Corporation on January 24, 2011 (furnished herewith)

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

SANMINA-SCI CORPORATION

 

 

 

 

 

By:

/s/ Michael R. Tyler

 

 

Michael R. Tyler

 

 

Executive Vice President, General Counsel and Corporate Secretary

 

 

Date:  January 24, 2011

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

Exhibit 99.1

 

Earnings Press Release issued by Sanmina-SCI Corporation on January 24, 2011 (furnished herewith)

 

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