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Exhibit 99.1
FORCE COMPUTERS INC.
STOCKHOLDER WRITTEN CONSENT TO AUTHORIZATION
AND APPROVAL OF MERGER AND RELATED MATTERS
Each of the undersigned stockholders of Force Computers Inc., a
Delaware corporation ("Force"), with respect to all of the shares of Common
Stock ("Force Common Stock") and Preferred Stock ("Force Preferred Stock") of
Force of which the undersigned was the record holder at the close of business on
November 15, 1996 (the "Record Date"), hereby authorizes and approves, by
consent in writing, in lieu of and without a meeting, without prior notice and
without a vote, pursuant to Section 229 of the Delaware General Corporation Law,
as amended (the "DGCL"), and Section 2.10 of Force's bylaws, the following
actions:
a. the Agreement and Plan of Reorganization dated September
25, 1996, amended November 12, 1996 (the "Merger Agreement") by and among Force,
Solectron Corporation, a California corporation ("Solectron"), and Force Acq.
Corp., a corporation and a wholly-owned subsidiary of Solectron ("Sub"),
pursuant to which Sub will be merged with and into Force (the "Merger"), with
Force surviving the Merger and becoming a wholly-owned subsidiary of Solectron;
b. the establishment of an escrow fund pursuant to which
claims for indemnification may be made by Solectron following consummation of
the Merger (the "Escrow Fund"), all as more fully described in the accompanying
Prospectus/Consent Solicitation Statement dated November ___, 1996 (the "Consent
Solicitation Statement"); and
c. an amendment to the Certificate of Incorporation of Force,
effective immediately prior to and contingent upon the occurrence of the
Effective Time as defined in the Merger Agreement, to amend Section 3(b) of
Article Fourth thereof so as to read in its entirety as follows:
"(b) For purposes of this Section 3, a merger or consolidation
of the Corporation, or a sale of all or substantially all of
the assets of the Corporation, shall be treated as a
liquidation, dissolution or winding up, unless (i) the
stockholders of the Corporation hold at least 50% of the
outstanding voting equity securities of the surviving
corporation in such merger, consolidation or sale of assets
reorganization, or (ii) such merger, consolidation or sale of
assets reorganization is approved by a majority of the shares
of Series A Preferred. In the event of a merger, consolidation
or sale of assets reorganization which is not treated as a
liquidation, dissolution or winding up, the holders of Series
A Preferred shall be entitled to receive only such
consideration (fair value) as may be described by the
applicable agreement and plan of merger, consolidation or
reorganization, and shall have no rights to the payment of any
liquidation preference, accrued dividends or other amount
hereunder."
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In addition, the undersigned hereby:
(i) consents to the establishment of the Escrow Fund and the
indemnification of Solectron and its affiliate as provided in Article VII of the
Merger Agreement (the "Indemnification Provisions");
(ii) designates, constitutes and appoints and ratifies the
appointment and designation of Hans-Jurgen Jakel to be the undersigned's agent
and attorney-in-fact to act as the stockholders' agent (the "Securityholder
Agent") under the Indemnification Provisions, with all the rights, powers,
authority and duties of the Securityholder Agent as described therein;
(iii) agrees that the Securityholder Agent, his affiliates or
any successors thereto will not be liable to the undersigned for any actions
taken by him in his capacity as Securityholder Agent in the absence of gross
negligence or willful misconduct;
(iv) agrees that Solectron and the Securityholder Agent will
be entitled to use the undersigned's shares of common stock of Solectron held in
the Escrow Fund to satisfy the undersigned's obligation to pay the undersigned's
pro rata share of, and indemnify the Securityholder Agent and hold the
Securityholder Agent harmless of the undersigned's pro rata share against, all
losses, liabilities and expenses of the Securityholder Agent;
(v) agrees to be bound by and approves the Indemnification
Provisions as if the undersigned were a party to the Merger Agreement and
further agrees that the Securityholder Agent may separately rely upon and
enforce against the undersigned the provisions of this Consent and the
Indemnification Provisions;
(vi) acknowledges and agrees that the undersigned's maximum
liability for any matter pursuant to the Indemnification Provisions and
otherwise in connection with the Merger is limited to the undersigned's pro rata
share of any liability pursuant to the Indemnification Provisions, up to a
maximum of the value of 5% of the shares of Solectron Common Stock issued to the
undersigned in the Merger in exchange for shares of Force Common Stock and Force
Preferred Stock held by the undersigned at the effective time of the Merger;
(vii) consents and agrees to any conforming amendments to
outstanding option plans of Force which are deemed to be necessary, in the
reasonable opinion of counsel to Solectron, to implement the provisions of
Section 1.6(d)(i)C) of the Merger Agreement; and
(viii) consents and agrees that all actions authorized,
adopted or approved herein may be taken without a meeting or vote of
stockholders, and without compliance with the notice provisions of Section
251(c) of the DGCL or other notice to stockholders.
By execution hereof, the undersigned acknowledges receipt of the
accompanying Consent Solicitation Statement dated November , 1996 and
acknowledges and agrees that as a result of signing this Consent, the
undersigned hereby waives and loses any right to
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dissent from the proposed Merger and obtain payment for the undersigned's shares
of Force Common Stock or Force Preferred Stock pursuant to Section 262 of the
DGCL.
Effective upon the consummation of the Merger and as a result of the
execution of this Consent, the undersigned hereby waives any rights or claims
(known or unknown) the undersigned may have against Force, Solectron, or any of
their respective officers, directors, stockholders, employees, affiliates,
agents, attorneys, accountants, other professional advisors, successors, or
assigns, as a result of the acquisition or ownership of shares of Force Common
Stock, Force Preferred Stock, or any options to purchase Common Stock or Force
Preferred Stock, except for such rights or claims as are expressly set forth in
the Merger Agreement.
This Consent is one of several consents, identical in form to this
Consent, that are being signed by the holders of record on the Record Date of
issued and outstanding shares of Force Common Stock and Force Preferred Stock,
all of which Consents taken together are intended to constitute action by the
stockholders of Force by consent in writing without a meeting pursuant to
Section 229 of the DGCL and Section 2.10 of Force's Bylaws. Approval of the
foregoing matters will constitute approval of all of the matters related to the
Merger described herein.
Signature of Stockholder:
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Print name of Stockholder:
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---------------------------- shares of Force Common Stock
--------------------------- shares of Force Series A Preferred Stock
Date: December ___, 1996