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As filed with the Securities and Exchange Commission on May 25, 1999
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
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SANMINA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0228183
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
355 TRIMBLE ROAD
SAN JOSE, CA 95131
(408) 954-5500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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AMENDED 1990 INCENTIVE STOCK PLAN
1993 EMPLOYEE STOCK PURCHASE PLAN
1999 STOCK PLAN
(FULL TITLE OF THE PLANS)
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JURE SOLA
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SANMINA CORPORATION
355 TRIMBLE ROAD
SAN JOSE, CA 95131
(408) 954-5500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copy 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
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock
$0.01 par value.............. 3,600,000 shares(1) $74.44(2) $267,984,000 $74,499.56
Common Stock
$0.01 par value.............. 800,000 shares(3) $63.27(4) $50,616,000 $14,071.25
TOTAL.................. 4,400,000 shares $318,600,000 $88,570.81
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been
broken down into two subtotals. This subtotal represents the sum of
shares issuable upon exercise of options that have not yet been granted
under the Registrant's Amended 1990 Incentive Stock Plan (900,000
shares) and 1999 Stock Plan (2,700,000 shares) as of the date of this
Registration Statement.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the total registration fee. Computation based upon the
average of the high and low prices of the Registrant's Common Stock as
reported by The Nasdaq Stock Market on May 21, 1999.
(3) This subtotal represents the number of shares authorized to be issued
under the Registrant's 1993 Employee Stock Purchase Plan (the "Purchase
Plan").
(4) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the total registration fee. Computation based upon 85% (see
explanation in following sentence) of the average of the high and low
prices of the Common Stock as reported by The Nasdaq Stock Market on May
21, 1999. Pursuant to the Purchase Plan, which plan is incorporated by
reference herein, the purchase price of a share of Common Stock shall be
an amount equal to 85% of the fair market value of a share of Common
Stock on the Enrollment Date or the Exercise Date (as defined in such
plan), whichever is lower.
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SANMINA CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed by Sanmina
Corporation (the "Registrant") with the Securities and Exchange Commission:
(1) The Registrant's Annual Report on Form 10-K for the year ended
September 30, 1998 filed on December 21, 1998 pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as amended on
Form 10-K/A on May 3, 1999.
(2) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed pursuant to Section
12(g) of the Exchange Act and as declared effective on February 19, 1993.
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended January 2, 1999 filed on February 16, 1999 pursuant to Section 13 of the
Exchange Act, as amended on Form 10-Q/A filed on May 3, 1999.
(4) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended April 3, 1999 filed on May 17, 1999 pursuant to Section 13 of the Exchange
Act.
(5) 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 shall have power to 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, 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
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derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation shall have power to 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 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 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 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 authorized by law 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 corporation.
The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to the indemnification provided
for in the Registrant's Bylaws, and intends to enter into indemnification
agreements with any new directors or executive officers in the future.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended 1990 Incentive Stock Plan and form of agreement
thereunder.
4.2 1993 Employee Stock Purchase Plan and form of agreement
thereunder.
4.3 1999 Stock Plan and form of agreement thereunder.
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 Public Accountants
24.1 Power of Attorney (see page II-4).
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ITEM 9. UNDERTAKINGS.
A. The 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 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.
(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. 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 Corporation Law, the Registrant's Restated
Certificate of Incorporation, the Registrant's Bylaws or the Registrant's
indemnification agreements, the Registrant has been informed that in the opinion
of the Securities and Exchange 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 a successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant will,
unless in the opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of 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, as amended,
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 25th day
of May, 1999.
SANMINA CORPORATION
By: /s/ Jure Sola
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Jure Sola
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 W. 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, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Jure Sola Chairman and Chief Executive May 25, 1999
- ---------------------------------------- Officer (Principal Executive
Jure Sola Officer)
/s/ Bernard J. Whitney Executive Vice President and Chief May 25, 1999
- ---------------------------------------- Financial Officer (Principal
Bernard J. Whitney Financial and Accounting Officer)
/s/ Neil Bonke Director May 25, 1999
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Neil Bonke
Director May 25, 1999
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John Bolger
/s/ Bernard Vonderschmitt Director May 25, 1999
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Bernard Vonderschmitt
/s/ Mario M. Rosati Director May 25, 1999
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Mario M. Rosati
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
SANMINA CORPORATION
May 25, 1999
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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4.1 Amended 1990 Incentive Stock Plan and form of agreement
thereunder.
4.2 1993 Employee Stock Purchase Plan and form of agreement
thereunder.
4.3 1999 Stock Plan and form of agreement thereunder.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
24.1 Power of Attorney (see page II-4).