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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): OCTOBER 15, 1997
FLEXTRONICS INTERNATIONAL LTD.
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(Exact name of Registrant as specified in its charter)
SINGAPORE
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(State or other jurisdiction of
incorporation)
0-23354 NOT APPLICABLE
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(Commission (IRS Employer
File Number) Identification No.)
514 CHAI CHEE LANE, #04-13, BEDOK INDUSTRIAL ESTATE, 469029
SINGAPORE
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(Address of principal executive offices) (Zip Code)
(65) 449-5255
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5: OTHER EVENTS.
On October 15, 1997, Flextronics International Ltd. (the "Company")
completed the issuance and sale of $150,000,000 aggregate principal amount of
the Company's 8 3/4% Senior Subordinated Notes due 2007 (the "Notes"). The Notes
were sold in a private transaction to the initial purchasers, BancAmerica
Robertson Stephens and BancBoston Securities Inc. (collectively, the "Initial
Purchasers"). The Initial Purchasers received total discounts and commissions of
$4,312,500. Resales of the Notes will be made by the Initial Purchasers to
qualified institutional buyers in accordance with Rule 144A promulgated under
the Securities Act of 1933, as amended (the "Act").
The Notes may be redeemed, in whole or in part, at any time on or after
October 15, 2002 at the option of the Company, at specified prices. In addition,
at any time prior to October 15, 2000, the Company may, at its option, redeem up
to $52.5 million in aggregate principal amount of the Notes at a redemption
price of 108.75% of the principal amount thereof, plus accrued and unpaid
interest, with the net proceeds of an offering of Ordinary Shares of the
Company. The Notes are unsecured obligations of the Company and are subordinated
in right of payment to all existing and future senior indebtedness.
The indenture governing the Notes (the "Indenture") imposes certain
restrictions on the Company and its subsidiaries, including restrictions on
their ability to incur indebtedness, pay dividends, make certain investments and
engage in certain other activities. In particular, the Indenture restricts the
Company's and its subsidiaries' ability to incur additional indebtedness unless
on a pro forma basis, after giving effect to such indebtedness, the Company's
ratio of consolidated cash flow to consolidated fixed charges (including
consolidated interest expense) for the preceding four quarters is at least 2.00
to 1.00. The Indenture contains certain exceptions to this restriction and
permits the Company and its subsidiaries to, among other things, incur revolving
credit indebtedness in an amount not to exceed the greater of $125.0 million or
the sum of 85% of its consolidated accounts receivable and 60% of its
consolidated inventory, and to incur obligations under capitalized leases and
purchase money indebtedness in an amount not to exceed 7.5% of the Total Assets
(as defined in the Indenture). The Indenture also requires the Company to
repurchase all of the outstanding Notes at a price equal to 101% of the
principal amount thereof upon a Change of Control (as defined in the Indenture).
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit 10.1 Indenture dated as of October 15, 1997 between Flextronics
International Ltd., a Singapore corporation, and State Street Bank
and Trust Company of California, N.A., as trustee.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FLEXTRONICS INTERNATIONAL LTD.
Date: October 22, 1997 By: /s/ Robert R. B. Dykes
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Robert R. B. Dykes
Senior Vice President of Finance and
Administration
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EXHIBIT INDEX
Exhibit Description
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10.1 Indenture dated as of October 15, 1997 between
Flextronics International Ltd., a Singapore
corporation, and State Street Bank and Trust
Company of California, N.A., as trustee.