EXHIBIT 3.1.6
CERTIFICATE OF INCORPORATION
OF
SANMINA CANADA HOLDINGS, INC.
DELAWARE CORPORATION
1. The name of this corporation is Sanmina Canada Holdings, Inc.
2. The address of the corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, Zip Code 19801. The name of its registered
agent at such address is The Corporation Trust Company.
3. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
4. The corporation is authorized to issue one class of shares to be
designated "Common Stock". The number of shares of Common Stock authorized to be
issued is One Million (1,000,000), with par value of $0.001 per share.
5. The name and mailing address of the incorporator are as follows:
Christopher D. Mitchell
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
6. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the corporation.
7. The election of directors need not be by written ballot unless the
Bylaws of the corporation shall so provide.
8. (a) To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or as may hereafter be amended, a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Neither any amendment nor repeal of this Article, nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article,
shall eliminate or reduce the effect of this Article in respect of any matter
occurring, or any cause of action, suit, or claim that, but for this Article,
would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.
(b) The corporation shall indemnify each of the corporation's
directors and officers in each and every situation where under Section 145 of
the General Corporation Law of the State of Delaware, as amended from time to
time ("Section 145"), the Corporation is permitted or empowered to make such
indemnification. The corporation may, in the sole discretion of the Board of
Directors of the corporation, indemnify any other person who may be indemnified
pursuant to Section 145 to the extent the Board of Directors deems advisable, as
permitted by Section 145. The Corporation shall promptly make or cause to be
made any determination required to be made pursuant to Section 145.
9. Advance notice of new business and stockholder nomination for the
election of directors shall be given in the manner and to the extent provided in
the Bylaws of the corporation.
10. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying,
under penalties of perjury, that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hand this 29th day of
October, 1998.
/s/ Christopher D. Mitchell
---------------------------
Christopher D. Mitchell,
Incorporator
-2-