Not Applicable | ||
(State or Other Jurisdiction Of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))
Items to be Included in this Report
On September 1, 2004, the Company issued 2,807,188 ordinary shares as a portion of the consideration for and in connection with the acquisition by merger of Northfield Acquisition Co. d/b/a Sheldahl, a provider of flexible interconnect products and electronic materials. The ordinary shares were issued in reliance on the exemption from registration provided by Section 4(2) under the Securities Act of 1933.
On August 26, 2004, the Company entered into an agreement to issue ordinary shares having an aggregate value of approximately $32 million as a portion of the consideration in connection with the purchase of all of the outstanding shares of a privately-held company that provides communications software and services. The ordinary shares will be valued at the average of the trading price of the ordinary shares on the NASDAQ National Market for the twenty trading-day period ending five days before the closing date. A portion of the shares issuable in the acquisition will be held back to secure certain indemnification obligations, and the total number of shares issuable at closing is subject to adjustment based on certain conditions. The closing of the transaction will be subject to compliance with the terms of the purchase agreement, which includes conditions to closing and restrictive covenants. We anticipate that the ordinary shares will be issued in reliance on the exemption from registration provided by Section 4(2) under the Securities Act of 1933 .
Flextronics International Ltd. | ||||||||
Date: October 28, 2004. | By: | /s/ Robert R.B. Dykes | ||||||
Robert R.B. Dykes | ||||||||
President, Systems Group and Chief Financial Officer | ||||||||