As filed with the Securities and Exchange Commission on February 20, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SANMINA-SCI CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0228183
(State of incorporation) (I.R.S. Employer Identification Number)
2700 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95134
(408) 964-3500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
--------------------------
1993 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
1999 STOCK PLAN
(Full title of the plan)
--------------------------
JURE SOLA
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SANMINA-SCI CORPORATION
2700 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95134
(408) 964-3500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies to:
CHRISTOPHER D. MITCHELL, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE PRICE PER AGGREGATE REGISTRATION
BE REGISTERED REGISTERED SHARE OFFERING PRICE FEE
1993 EMPLOYEE STOCK PURCHASE PLAN
Common Stock, $0.01 par value,
shares available for grant 3,000,000 shares $11.92(1) $ 35,760,000.00 $3,289.92
1999 STOCK PLAN
Common Stock, $0.01 par value,
shares available for grant 12,000,000 shares $11.92(2) $143,040,000.00 $13,159.68
TOTAL 15,000,000 SHARES $16,449.60
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(1) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457 (h) under the Securities Act of 1933 as to the
3,000,000 shares of Common Stock authorized for issuance pursuant to the
1993 Employee Stock Purchase Plan, solely for the purpose of calculating
the registration fee. No options have been granted with respect to such
shares. The computation is based upon the average of the high and low price
of the Common Stock as reported on the Nasdaq National Market on February
19, 2002 because the price at which the options to be granted in the future
may be exercised is not currently determinable.
(2) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457 (h) under the Securities Act of 1933 as to the
12,000,000 shares of Common Stock authorized for issuance pursuant to the
1999 Stock Plan, solely for the purpose of calculating the registration
fee. No options have been granted with respect to such shares. The
computation is based upon the average of the high and low price of the
Common Stock as reported on the Nasdaq National Market on February 19, 2002
because the price at which the options to be granted in the future may be
exercised is not currently determinable.
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II-2
STATEMENT UNDER GENERAL INSTRUCTION E -- REGISTRATION OF
ADDITIONAL SECURITIES
This Registration Statement registers additional shares of the
Registrant's Common Stock to be issued pursuant to the 1993 Employee Stock
Purchase Plan and the 1999 Stock Plan. Accordingly, the contents of the previous
Registration Statement on Form S-8 (File No. 333--64294) (the "Previous Form
S-8") filed by the Registrant with the Securities and Exchange Commission on
June 29, 2001 including periodic reports that the Registrant filed after the
Previous Form S-8 to maintain current information about the Registrant, are
incorporated by reference into this Registration Statement pursuant to General
Instruction E of Form S-8. The reports the Registrant has most recently filed
with the SEC are listed below:
(1) Annual Report on Form 10-K for the fiscal year ended September 29,
2001.
(2) Quarterly Report on Form 10-Q for the quarter ended December 29,
2001.
(3) Current Report on Form 8-K dated December 12, 2001.
(4) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, filed on February 19, 1993, including any
amendment or report filed for the purpose of updating such description.
(5) The description of Preferred Stock Purchase Rights contained in the
Registrant's Registration Statement on Form 8-A/A, filed on May 25, 2001,
including any amendment or report filed for the purpose of updating such
description.
(6) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 1993 Employee Stock Purchase Plan As Amended December 2001
5.1 Opinion of Counsel as to the legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, Independent Auditors
24.1 Power of Attorney (see page II-5)
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 San Jose, State of California, on this 20th day of
February, 2002.
SANMINA-SCI CORPORATION
By: /s/ JURE SOLA
---------------------------------------
Jure Sola
Co-Chairman and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jure Sola and Randy Furr, jointly and
severally, as his or her attorneys-in-fact, with full power of substitution in
each, for him or her in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitutes, may 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.
SIGNATURE TITLE DATE
-------------------------------------- --------------------------------- -----------------
/s/ JURE SOLA Co-Chairman of the Board, Chief February 20, 2002
-------------------------------------- Executive Officer and Director
Jure Sola (Principal Executive Officer)
/s/ A. EUGENE SAPP, JR. Co-Chairman of the Board and February 20, 2002
-------------------------------------- Director
A. Eugene Sapp, Jr.
/s/ RANDY FURR President, Chief Operating February 20, 2002
--------------------------------------- Officer and Director
Randy Furr
/s/ RICK R. ACKEL Executive Vice President and February 20, 2002
--------------------------------------- Chief Financial Officer
Rick R. Ackel (Principal Financial and
Accounting Officer)
/s/ NEIL BONKE Director February 20, 2002
---------------------------------------
Neil Bonke
/s/ JOHN BOLGER Director February 20, 2002
---------------------------------------
John Bolger
II-2
/s/ MARIO ROSATI Director February 20, 2002
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Mario Rosati
/s/ JOSEPH SCHELL Director February 20, 2002
---------------------------------------
Joseph Schell
/s/ WAYNE SHORTRIDGE Director February 20, 2002
---------------------------------------
Wayne Shortridge
/s/ BERNARD VONDERSCHMITT Director February 20, 2002
---------------------------------------
Bernard Vonderschmitt
/s/ JACKIE M. WARD Director February 20, 2002
---------------------------------------
Jackie M. Ward
II-3
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
4.1 1993 Employee Stock Purchase Plan As Amended December 2001
5.1 Opinion of Counsel as to the legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, Independent Auditors