As filed with the Securities and Exchange Commission on March 21, 2002
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 or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2700 First Street, San Jose, California 95134
(Address of principal executive offices) (Zip Code)
SANMINA-SCI CORPORATION 401(k) PLAN
(Full title of the plan)
Jure Sola
Co-Chairman and Chief Executive Officer
Sanmina-SCI Corporation
2700 First Street, San Jose, California 95134
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 964-3500
Copies to:
Mario M. Rosati, Esq.
Roger D. Stern, Esq.
Wilson Sonsini Goodrich & Rosati, PC
650 Page Mill Road
Palo Alto, California 94304
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share* Offering Price* Registration Fee*
--------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value ** 15,250,000 shares $12.36 $188,490,000.00 $17,341.08
====================================================================================================================
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, on the basis of
$12.36 per share, the average of the high and low prices per share of the
Common Stock on the NASDAQ National Market on March 15, 2002.
** Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers an indeterminate amount of interests to be
offered or sold pursuant to the Sanmina-SCI 401(k) Plan described herein.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of Sanmina-SCI Corporation (the
"Registrant") filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); (ii) all other reports
filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the annual report referred to in
clause (i) above; and (iii) the description of the Registrant's common stock set
forth in the Registrant's Registration Statement on Form 8-A relating thereto,
including any amendment or report filed for the purpose of updating such
description. All documents filed by the Registrant or the Sanmina-SCI
Corporation 401(k) Plan, as amended, after the date of this registration
statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment (that indicates all securities
offered have been sold or deregisters all securities then remaining unsold),
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Mario M. Rosati, a member of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, is a member of the Board of Directors of the Registrant. Wilson
Sonsini Goodrich & Rosati is corporate counsel to the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the Delaware General Corporation Law (the "DGCL") provides in
relevant part that "[a] corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful."
With respect to derivative actions, Section 145(b) of the DGCL provides in
relevant part that "[a] corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor... [by reason of his service in one of the capacities
specified in the preceding sentence] against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed
2
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper."
The Registrant's Amended and Restated Certificate of Incorporation provides that
to the fullest extent permitted by the DGCL, no director of the Registrant shall
be personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director. The Amended and Restated Certificate
of Incorporation also provides that no amendment or repeal of such provision
shall apply to or have any effect on the right to indemnification permitted
thereunder with respect to claims arising from acts or omissions occurring in
whole or in part before the effective date of such amendment or repeal whether
asserted before or after such amendment or repeal.
The Registrant's Bylaws provide that the Registrant shall indemnify to the
fullest extent permitted by the DGCL each of its directors, officers, employees
and other agents against expenses actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the Registrant.
The Registrant has entered into indemnification agreements with its directors
and executive officers and intends to enter into indemnification agreements with
any new directors and executive officers in the future.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 Sanmina-SCI Corporation 401(k) Plan (April 1, 2001 Restatement), as
amended by Amendments No. 1 through 5 thereto.
5.1 Undertaking re Status of Favorable Determination Letter Covering the
Plan.
The Registrant has received a favorable determination letter from the
Internal Revenue Service (the "IRS") concerning the qualification of the
Sanmina-SCI Corporation 401(k) Plan (the "Plan") under Section 401(a)
and related provisions of the Internal Revenue Code of 1986, as amended.
The Registrant will submit any future material amendments to the Plan to
the IRS with a request for a favorable determination that the Plan, as
amended, continues to so qualify.
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of Counsel.
24.1 Power of Attorney of Directors.
99 Company Representation from Independent Public Accountants.
3
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, as amended (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) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(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.
(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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 Securities and Exchange
Commission such indemnification is against public policy as expressed
4
in the 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.
5
Signatures
THE REGISTRANT
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 the 18th day of
March, 2002.
SANMINA-SCI CORPORATION
(Registrant)
By /s/
------------------------------
Jure Sola
Co-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 and on the
dates indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer:
/s/ Co-Chairman and Chief March 18, 2002
------------------------------------ Executive Officer
Jure Sola
Principal Financial and
Accounting Officer:
/s/ Executive Vice President March 18, 2002
------------------------------------ and Chief Financial Officer
Rick R. Ackel
6
Directors:
/s/ Co-Chairman of the Board March 18, 2002
----------------------------- and Director
Jure Sola
/s/ Co-Chairman of the Board March 18, 2002
----------------------------- and Director
A. Eugene Sapp, Jr.
/s/ Director March 18, 2002
-----------------------------
John C. Bolger
/s/ Director March 18, 2002
------------------------------
Neil R. Bonke
/s/ Director March 18, 2002
-----------------------------
Randy W. Furr
/s/ Director March 18, 2002
-----------------------------
Mario M. Rosati
/s/ Director March 18, 2002
-----------------------------
Joseph M. Schell
/s/ Director March 18, 2002
-----------------------------
Bernard V. Vonderschmitt
/s/ Director March 18, 2002
-----------------------------
Wayne Shortridge
/s/ Director March 18, 2002
----------------------------
Jackie M. Ward
A majority of the members of the Board of Directors.
7
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Registrant, as
the administrator of the Sanmina-SCI Corporation 401(k) Plan, 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 the
18th day of March, 2002.
SANMINA-SCI CORPORATION 401(k) PLAN
(Plan)
By /s/
---------------------------
Jure Sola
Co-Chairman and
Chief Executive Officer
8
EXHIBIT INDEX
4.1 Sanmina-SCI Corporation 401(k) Plan (April 1, 2001 Restatement), as
amended by Amendments No. 1 through 5 thereto.
5.1. Undertaking re Status of Favorable Determination Letter Covering the
Plan. (See Item 8 of this Registration Statement).
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of counsel.
24.1 Power of Attorney of Directors.
99 Company Representation from Independent Public Accountants
9