1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1998
REGISTRATION NO. 333-50981
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMENDMENT NO. 3
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MCMS, INC.
(Exact name of registrant as specified in its charter)
IDAHO 3679 82-0480109
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
16399 FRANKLIN ROAD
NAMPA, ID 83687
TELEPHONE: (208) 898-2600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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CHRIS J. ANTON
16399 FRANKLIN ROAD
NAMPA, ID 83687
TELEPHONE: (208) 898-2600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
FREDERICK A. TANNE
KIRKLAND & ELLIS
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022-4675
TELEPHONE: (212) 446-4800
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
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Series B 9 3/4% Senior $1,000 principal
Subordinated Notes due 2008.... $145,000,000 amount $145,000,000 $42,775
Series B Floating Interest Rate
Subordinated Term Securities $1,000 principal
due 2008....................... $30,000,000 amount $30,000,000 $8,850
Series B 12 1/2% Senior
Exchangeable Preferred Stock... $47,500,000 $100 $25,000,000(2) $14,012.50
12 1/2% Subordinated Exchange
Debentures due 2010............ $47,500,000 (3) (3) None
Total.................. $222,500,000 $200,000,000 $65,637.50
=================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(f)(2) based upon the book value of the securities
as of , 1998.
(2) The amount of Series B 12 1/2% Senior Exchangeable Preferred Stock being
registered is greater than the aggregate offering price because the Company
has the option to issue additional shares of Preferred Stock as dividends on
the outstanding Preferred Stock.
(3) No further fee is payable pursuant to Rule 457(i).
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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EXPLANATORY NOTE
This Amendment No. 3 to the Registration Statement on Form S-4 for MCMS,
Inc. (File No. 333-50981) is being filed for the sole purpose of including
Exhibits 10.18 and 25.1 to such Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated under the laws of the State of Idaho. Sections
30-1-851 and 30-1-856 of the Idaho Business Corporation Act ("Sections 851 and
856") provide, inter alia, that an Idaho corporation may indemnify any person
who was or is a party to a proceeding, by reason of the fact he is or was a
director or officer of the corporation, if (i) he conducted himself in good
faith and reasonably believed that his conduct was in the best interests of the
corporation, (ii) his conduct was not opposed to the best interests of the
corporation and (iii) with respect to any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. Notwithstanding the
foregoing, Sections 851 and 856 prevent a corporation from indemnifying a
director in a proceeding brought by or in the right of a corporation that
results in a settlement or judgment against the director (other than reasonable
expenses incurred in connection with the proceeding), or a proceeding in which
the director received an improper financial benefit as a result of his conduct.
Furthermore, Section 856 prevents a corporation from indemnifying an officer for
conduct that constitutes either an intentional infliction of harm on the
corporation or shareholders, or an intentional violation of criminal law. Where
a director or officer is successful on the merits or otherwise in the defense of
any proceeding referred to above, the corporation must indemnify him against
reasonable expenses incurred by him in connection with the proceeding. A
director or officer who is a party to a proceeding may also apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. The court may order indemnification if it determines
that indemnification is (i) required by the Idaho Business Corporation Act or
(ii) fair and reasonable under the relevant circumstances.
Furthermore, Section 851 authorizes a corporation to provide a broader
indemnification to its directors under its articles of incorporation. The
Company's Articles of Incorporation provides that the Company must indemnify to
the fullest extent authorized by the Idaho Business Corporation Act any person
who was or is a party, or is threatened to be made a party, to any proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
he is or was a director or officer of the Company, or while a director or
officer, is or was serving at the request of the Company as a director, officer
or agent of another corporation, or a partnership, joint venture, trust, or
other enterprise, including service with respect to an employee benefit plan.
The indemnity includes all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
In addition, the Company has entered into indemnification agreements with
its officers and other key personnel ("Indemnitee") that requires the Company 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, by reason of the fact the
Indemnitee is or was a director, officer, employee or agent of the Company, or
any subsidiary of the Company, be reason of any action or inaction on the part
of the Indemnitee while a director, officer, employee or agent or by reason of
the fact that the Indemnitee is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, or a partnership,
joint venture, trust, or other enterprise, against judgments, penalties, fines
(including, without limitation, excise taxes assessed against Indemnitee with
respect to an employee benefit plan), settlements and reasonable expenses
incurred by Indemnitee in connection with such action, suit or proceeding;
provided, however, the Company may not indemnify Indemnitee: (1) if Indemnitee
has been indemnified by another organization or employee benefit plan for the
same judgments, penalties, fines (including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan),
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) for any breach of the Indemnitee's
duty of loyalty to the Company or its stockholders; (3) for acts or omissions
not in good faith or which involve intentional misconduct or knowing violation
of law; (4) for the liability of Indemnitee provided
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for under Section 30-1-833 of the Idaho Business Corporation Act; and (5) for
any transaction from which the Indemnitee derived an improper personal benefit.
Section 30-1-857 authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another domestic or
foreign corporation, partnership, joint venture, trust, employee benefit plan or
other entity, against any liability asserted against or incurred by him in that
capacity or arising from his status as a director or officer, whether or not the
corporation would have the power to indemnify him under the Idaho Business
Corporation Act. The Articles of Incorporation provides that the Company may
maintain insurance, at its expense, to protect itself and any director, officer,
employee or agent of the Company or any other corporation, partnership, joint
venture, trust, or other enterprise against any expense, liability or loss. The
Company maintains and has in effect insurance policies covering all of the
Company's directors and officers against certain liabilities for actions taken
in such capacities, including liabilities under the Securities Act of 1933.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS.
2.1 Recapitalization Agreement, dated as of December 21, 1997,
by and among MCMS, Inc., Micron Electronics, Inc. and
Cornerstone Equity Investors IV, L.P.*
2.2 Amended and Restated Recapitalization Agreement, dated as of
February 1, 1998, by and among MCMS, Inc., Micron
Electronics, Inc., MEI California, Inc. and Cornerstone
Equity Investors IV, L.P.*
2.3 First Amendment to the Amended and Restated Recapitalization
Agreement, dated as of February 26, 1998, by and among MCMS,
Inc., Micron Electronics, Inc., MEI California, Inc. and
Cornerstone Equity Investors IV, L.P.*
3.1 Articles of Amendment to the Amended and Restated Articles
of Incorporation of MCMS, Inc. and Amended and Restated
Articles of Incorporation of MCMS, Inc.*
3.2 Amended and Restated By-laws of MCMS, Inc.*
4.1 Indenture, dated as of February 26, 1998, by and between
MCMS, Inc. and United States Trust Company of New York, as
trustee, paying agent and registrar, with respect to 9 3/4%
Senior Subordinated Notes due 2008 and the Floating Interest
Rate Subordinated Term Securities due 2008.*
4.2 Exchange Indenture, dated as of February 26, 1998, by and
between MCMS, Inc. and United States Trust Company of New
York, as paying agent and registrar, with respect to the
12 1/2% Subordinated Exchange Debentures due 2010.*
4.3 Certificate of Designation, dated as of February 26, 1998,
with respect to the 12 1/2% Senior Exchangeable Preferred
Stock and 12 1/2% Series B Senior Exchangeable Preferred
Stock.*
4.4 First Supplemental Indenture, dated as of April 23, 1998 by
and between MCMS, Inc. and United States Trust Company of
New York, as trustee, with respect to 9 3/4% Senior
Subordinated Notes due 2008 and the Floating Interest Rate
Subordinated Term Securities due 2008.*
5.1 Opinion and consent of Kirkland & Ellis.*
5.2 Opinion and consent of Evans, Keane LLP.*
8.1 Opinion of Kirkland & Ellis regarding tax consequences.*
10.1 Management Services Agreement, dated as of February 26,
1998, by and between MCMS, Inc. and Cornerstone Equity
Investors, LLC.*
10.2 Purchase Agreement, dated February 19, 1998, by and between
MCMS, Inc. and BT Alex. Brown Incorporated.*
10.3 Registration Rights Agreement, dated as of February 26,
1998, by and between MCMS, Inc. and BT Alex. Brown
Incorporated.*
10.4 Credit Agreement, dated as of February 26, 1998, among MCMS,
Inc., Bankers Trust Company, as agent, and the other
institutions named therein.*
10.5 Pledge Agreement, dated as of February 26, 1998, by and
between MCMS, Inc., and Bankers Trust Company, as collateral
agent.*
10.6 Security Agreement, dated as of February 26, 1998, among
MCMS, Inc., certain subsidiaries of MCMS, Inc. and Bankers
Trust Company, as collateral agent.*
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10.7 Employment Agreement, dated as of February 26, 1998, by and
between MCMS, Inc. and Robert F. Subia.*
10.8 Employment Agreement, dated as of February 26, 1998, by and
between MCMS, Inc. and Chris Anton.*
10.9 Employment Agreement, dated as of February 26, 1998, by and
between MCMS, Inc. and Jess Asla.*
10.10 Employment Agreement, dated as of February 26, 1998, by and
between MCMS, Inc. and John P. McCarvel.*
10.11 Shareholders Agreement, dated as of February 26, 1998, by
and among MCMS, Inc., Cornerstone Equity Investors IV, L.P.,
MEI California, Inc., Randolph Street Partners II, BT
Investment Partners, Inc. and the other investors named
therein.*
10.12 Registration Rights Agreement, dated as of February 26,
1998, by and among MCMS, Inc., Cornerstone Equity Investors
IV, L.P., MEI California, Inc., Randolph Street Partners II,
BT Investment Partners, Inc. and the other investors named
therein.*
10.13 MCMS Agreement, dated as of December 21, 1997, by and
between MCMS, Inc. and Micron Technology, Inc.*
10.14 Transition Services Agreement, dated as of February 26,
1998, by and among MCMS, Inc., Micron Electronics, Inc. and
Micron Technology, Inc.*
10.15 Interim Agreement to Provide Electric Service Agreement,
dated as of February 26, 1998, by and among MCMS, Inc.,
Micron Electronics, Inc. and Idaho Power.*
10.16 Office Lease, dated as of November 1, 1996, by and between
MCMS, Inc. and Micron Electronics, Inc., as amended.*
10.17 Tenancy Agreement, dated as of October 1, 1996, by and
between MCMS, Sdn. Bhd. and R.S. Roadstar Electronics, Sdn.
Bhd., as amended.*
10.18 Lease, dated as of December 1994, by and between MCMS, Inc.
and Tri-Center South Limited Partnership, as amended.**
10.19 Frame Manufacturing Agreement, dated as of November 18,
1997, by and between Alcatel Bell N.V. and MCMS Belgium
S.A.*
10.20 Stock Option Plan.*
10.21 Form of Indemnification Agreement.*
10.22 Patent and Invention Disclosure Assignment and License
Agreement, dated as of February 26, 1998, by and between
Micron Electronics, Inc. and MCMS, Inc.*
10.23 Know-How License Agreement, dated as of February 26, 1998,
by and between Micron Electronics, Inc. and MCMS, Inc.*
10.24 Forbearance Agreement, dated as of February 26, 1998, by and
between Micron Electronics, Inc. and MCMS, Inc.*
16.1 Letter re Change in Certifying Accountant.*
21.1 Subsidiaries of MCMS, Inc.*
23.1 Consent of Coopers & Lybrand L.L.P.*
23.2 Consent of Kirkland & Ellis (included in Exhibit 5.1).
23.3 Consent of Evans, Keane LLP (included in Exhibit 5.2).
24.1 Powers of Attorney (included on page II-5).*
25.1 Statement of Eligibility of Trustee.**
27.1 Financial Data Schedule.*
99.1 Form of Letter of Transmittal.*
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Tender Instructions.*
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* Previously filed.
** Filed with Amendment No. 3.
(b) FINANCIAL STATEMENT SCHEDULES.
Financial statement schedules of the Company for which provision is made in
the applicable accounting regulations of the Commission are not required, are
inapplicable or have been disclosed in the notes to the financial statements and
therefore have been omitted.
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ITEM 22. UNDERTAKINGS.
The undersigned 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;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) 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 of 1933, 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 the 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; and
(4) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
(5) That every prospectus: (i) that is filed pursuant to paragraph (4)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933, 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.
(6) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(7) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described under
Item 20 or otherwise, the registrant has been advised 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 the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question 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, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Nampa, State of Idaho, on
June 25, 1998.
MCMS, Inc.
By: /s/ ROBERT F. SUBIA
------------------------------------
Name: Robert F. Subia
Title: President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints any of Robert F. Subia or Chris Anton, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including his capacity as a director and/or officer of MCMS, Inc.),
to sign any or all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities and on the dates indicated:
NAME TITLE DATE
---- ----- ----
/s/ ROBERT F. SUBIA President, Chief Executive Officer June 25, 1998
- --------------------------------------------------- and President (Principal
Robert F. Subia Executive Officer)
* Vice President, Finance and Chief June 25, 1998
- --------------------------------------------------- Financial Officer (Principal
Chris J. Anton Financial Officer and Accounting
Officer)
* Vice President, Operations June 25, 1998
- ---------------------------------------------------
Jess Asla
* Vice President, Strategic Business June 25, 1998
- --------------------------------------------------- Development
John P. McCarvel
* Director June 25, 1998
- ---------------------------------------------------
R. Stephen Cheheyl
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NAME TITLE DATE
---- ----- ----
/s/ * Director June 25, 1998
- ---------------------------------------------------
Finis F. Conner
/s/ * Director June 25, 1998
- ---------------------------------------------------
John A. Downer
/s/ * Director June 25, 1998
- ---------------------------------------------------
C. Nicholas Keating
/s/ * Director June 25, 1998
- ---------------------------------------------------
Michael E. Najjar
/s/ * Director June 25, 1998
- ---------------------------------------------------
Mark Rossi
* /s/ ROBERT F. SUBIA
-------------------------------------------------
Robert F. Subia
As Attorney-in-Fact
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
2.1 Recapitalization Agreement, dated as of December 21, 1997,
by and among MCMS, Inc., Micron Electronics, Inc. and
Cornerstone Equity Investors IV, L.P.*
2.2 Amended and Restated Recapitalization Agreement, dated as of
February 1, 1998, by and among MCMS, Inc., Micron
Electronics, Inc., MEI California, Inc. and Cornerstone
Equity Investors IV, L.P.*
2.3 First Amendment to the Amended and Restated Recapitalization
Agreement, dated as of February 26, 1998, by and among MCMS,
Inc., Micron Electronics, Inc., MEI California, Inc. and
Cornerstone Equity Investors IV, L.P.*
3.1 Articles of Amendment to the Amended and Restated Articles
of Incorporation of MCMS, Inc. and Amended and Restated
Articles of Incorporation of MCMS, Inc.*
3.2 Amended and Restated By-laws of MCMS, Inc.*
4.1 Indenture, dated as of February 26, 1998, by and between
MCMS, Inc. and United States Trust Company of New York, as
trustee, paying agent and registrar, with respect to 9 3/4%
Senior Subordinated Notes due 2008 and the Floating Interest
Rate Subordinated Term Securities due 2008.*
4.2 Exchange Indenture, dated as of February 26, 1998, by and
between MCMS, Inc. and United States Trust Company of New
York, as paying agent and registrar, with respect to the
12 1/2% Subordinated Exchange Debentures due 2010.*
4.3 Certificate of Designation, dated as of February 26, 1998,
with respect to the 12 1/2% Senior Exchangeable Preferred
Stock and 12 1/2% Series B Senior Exchangeable Preferred
Stock.*
4.4 First Supplemental Indenture, dated as of April 23, 1998 by
and between MCMS, Inc. and United States Trust Company of
New York, as trustee, with respect to 9 3/4% Senior
Subordinated Notes due 2008 and the Floating Interest Rate
Subordinated Term Securities due 2008.*
5.1 Opinion and consent of Kirkland & Ellis.*
5.2 Opinion and consent of Evans, Keane LLP.*
8.1 Opinion of Kirkland & Ellis regarding tax consequences.*
10.1 Management Services Agreement, dated as of February 26,
1998, by and between MCMS, Inc. and Cornerstone Equity
Investors, LLC.*
10.2 Purchase Agreement, dated February 19, 1998, by and between
MCMS, Inc. and BT Alex. Brown Incorporated.*
10.3 Registration Rights Agreement, dated as of February 26,
1998, by and between MCMS, Inc. and BT Alex. Brown
Incorporated.*
10.4 Credit Agreement, dated as of February 26, 1998, among MCMS,
Inc., Bankers Trust Company, as agent, and the other
institutions named therein.*
10.5 Pledge Agreement, dated as of February 26, 1998, by and
between MCMS, Inc., and Bankers Trust Company, as collateral
agent.*
10.6 Security Agreement, dated as of February 26, 1998, among
MCMS, Inc., certain subsidiaries of MCMS, Inc. and Bankers
Trust Company, as collateral agent.*
10.7 Employment Agreement, dated as of February 26, 1998, by and
between MCMS, Inc. and Robert F. Subia.*
10.8 Employment Agreement, dated as of February 26, 1998, by and
between MCMS, Inc. and Chris Anton.*
10.9 Employment Agreement, dated as of February 26, 1998, by and
between MCMS, Inc. and Jess Asla.*
10.10 Employment Agreement, dated as of February 26, 1998, by and
between MCMS, Inc. and John P. McCarvel.*
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
10.11 Shareholders Agreement, dated as of February 26, 1998, by
and among MCMS, Inc., Cornerstone Equity Investors IV, L.P.,
MEI California, Inc., Randolph Street Partners II, BT
Investment Partners, Inc. and the other investors named
therein.*
10.12 Registration Rights Agreement, dated as of February 26,
1998, by and among MCMS, Inc., Cornerstone Equity Investors
IV, L.P., MEI California, Inc., Randolph Street Partners II,
BT Investment Partners, Inc. and the other investors named
therein.*
10.13 MCMS Agreement, dated as of December 21, 1997, by and
between MCMS, Inc. and Micron Technology, Inc.*
10.14 Transition Services Agreement, dated as of February 26,
1998, by and among MCMS, Inc., Micron Electronics, Inc. and
Micron Technology, Inc.*
10.15 Interim Agreement to Provide Electric Service Agreement,
dated as of February 26, 1998, by and among MCMS, Inc.,
Micron Electronics, Inc. and Idaho Power.*
10.16 Office Lease, dated as of November 1, 1996, by and between
MCMS, Inc. and Micron Electronics, Inc., as amended.*
10.17 Tenancy Agreement, dated as of October 1, 1996, by and
between MCMS, Sdn. Bhd. and R.S. Roadstar Electronics, Sdn.
Bhd., as amended.*
10.18 Lease, dated as of December 1994, by and between MCMS, Inc.
and Tri-Center South Limited Partnership, as amended.**
10.19 Frame Manufacturing Agreement, dated as of November 18,
1997, by and between Alcatel Bell N.V. and MCMS Belgium
S.A.*
10.20 Stock Option Plan.*
10.21 Form of Indemnification Agreement.*
10.22 Patent and Invention Disclosure Assignment and License
Agreement, dated as of February 26, 1998, by and between
Micron Electronics, Inc. and MCMS, Inc.*
10.23 Know-How License Agreement, dated as of February 26, 1998,
by and between Micron Electronics, Inc. and MCMS, Inc.*
10.24 Forbearance Agreement, dated as of February 26, 1998, by and
between Micron Electronics, Inc. and MCMS, Inc.*
16.1 Letter re Change in Certifying Accountant.*
21.1 Subsidiaries of MCMS, Inc.*
23.1 Consent of Coopers & Lybrand L.L.P.*
23.2 Consent of Kirkland & Ellis (included in Exhibit 5.1).
23.3 Consent of Evans, Keane LLP (included in Exhibit 5.2).
24.1 Powers of Attorney (included on page II-5).*
25.1 Statement of Eligibility of Trustee.**
27.1 Financial Data Schedule.*
99.1 Form of Letter of Transmittal.*
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Tender Instructions.*
- ---------------
* Previously filed.
** Filed with Amendment No. 3.