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As filed with the Securities and Exchange Commission on June 23, 2000
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)
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DELAWARE 77-0228183
(State of incorporation) (I.R.S. Employer Identification Number)
2700 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95134
(408) 964-3500
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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HADCO CORPORATION 1998 STOCK PLAN AS AMENDED AND RESTATED MARCH 3, 1999
(Full title of the plan)
HADCO CORPORATION NON-QUALIFIED STOCK OPTION PLAN
DATED NOVEMBER 29, 1995, AMENDED AND RESTATED JULY 1, 1998
(Full title of the plan)
HADCO CORPORATION NON-QUALIFIED STOCK OPTION PLAN
DATED SEPTEMBER 7, 1990, AMENDED AND RESTATED APRIL 7, 1998
(Full title of the plan)
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JURE SOLA
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SANMINA CORPORATION
2700 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95134
(408) 964-3500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies 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
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO MAXIMUM AMOUNT OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED TO BE REGISTERED PER SHARE OFFERING PRICE FEE
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Hadco Corporation 1998 Stock Plan as Amended and Restated
March 3, 1999
Common Stock, $0.01 par value
(currently outstanding options) (1) 527,380 shares $34.707143 $18,303,853.00 $ 4,832.22
Hadco Corporation 1998 Stock Plan as Amended and Restated
March 3, 1999
Common Stock, $0.01 par value
(options available for future grant) (2) 832,174 shares $ 76.3750 $63,557,289.25 $ 16,779.12
TOTAL HADCO CORPORATION 1998 STOCK PLAN AS AMENDED AND
RESTATED MARCH 3, 1999 SHARES REGISTERED 1,359,554 SHARES
Hadco Corporation Non-Qualified Stock Option Plan dated
November 29, 1995, Amended and Restated July 1, 1998
Common Stock, $0.01 par value
(currently outstanding options) (3) 1,264,193 shares $30.292857 $38,296,017.95 $ 10,110.15
Hadco Corporation Non-Qualified Stock Option Plan dated
November 29, 1995, Amended and Restated July 1, 1998
Common Stock, $0.01 par value
(options available for future grant) (4) 70,448 shares $ 76.3750 $ 5,380,466.00 $ 1,420.44
TOTAL HADCO CORPORATION NON-QUALIFIED STOCK OPTION PLAN
DATED NOVEMBER 29, 1995, AMENDED AND RESTATED JULY 1, 1998
SHARES REGISTERED 1,334,641 SHARES
HADCO CORPORATION Non-Qualified Stock Option Plan dated
September 7, 1990, Amended and Restated April 1, 1998
Common Stock, $0.01 par value
(currently outstanding options) (5) 397,698 shares $9.6142857 $ 3,823,582.20 $ 1,009.43
TOTAL REGISTRATION FEES $ 34,151.36
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(1) The computation is based upon the weighted average exercise price per share
of $34.707143 as to 527,380 outstanding but unexercised options to purchase
Common Stock under the Hadco Corporation 1998 Stock Plan as Amended and
Restated March 3, 1999.
(2) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 as to the
remaining 832,174 shares of Common Stock authorized for issuance pursuant
to the Hadco Corporation 1998 Stock Plan as Amended and Restated March 3,
1999, solely for the purpose of calculating the registration fee. No
options have been granted with respect to such shares. The computation is
based upon the average of the high and low price of the Common Stock as
reported on the Nasdaq National Market on June 16, 2000 because the price
at which the options to be granted in the future may be exercised is not
currently determinable.
(3) The computation is based upon the weighted average exercise price per share
of $30.2928571 as to 1,264,193 outstanding but unexercised options to
purchase Common Stock under the Hadco Corporation Non-Qualified Stock
Option Plan dated November 29, 1995, Amended and Restated July 1, 1998.
(4) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 as to the
remaining 70,448 shares of Common Stock authorized for issuance pursuant to
the Hadco Corporation Non-Qualified Stock Option Plan dated November 29,
1995, Amended and Restated July 1, 1998, solely for the purpose of
calculating the registration fee. No options have been granted with respect
to such shares. The computation is based upon the average of the high and
low price of the Common Stock as reported on the Nasdaq National Market on
June 16, 2000 because the price at which the options to be granted in the
future may be exercised is not currently determinable.
(5) The computation is based upon the weighted average exercise price per share
of $9.6142857 as to 397,698 outstanding but unexercised options to purchase
Common Stock under the Hadco Corporation Non-Qualified Stock Option Plan
dated September 7, 1990, Amended and Restated April 1, 1998.
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SANMINA CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
The documents containing the information specified in this Item 1 will
be sent or given to employees as specified by Rule 428 (b)(1). In accordance
with the rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents containing the information specified in this Item 2 will
be sent or given to employees as specified in Rule 428 (b). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements personate to
Rule 424.
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 (File
No. 0-21272):
(1) Annual Report on Form 10-K for the fiscal year ended October 2,
1999.
(2) Quarterly Report on Form 10-Q for the quarter ended January 1,
2000.
(3) Quarterly Report on Form 10-Q/A for the period ended January 1,
2000.
(4) Quarterly Report on Form 10-Q for the quarter ended April 1, 2000.
(5) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A as declared effective on February 19, 1993.
(6) 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.
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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 the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another 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 the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person 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 the person's conduct was
unlawful." With respect to 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 the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person 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.
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Not applicable
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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4.1 Hadco Corporation 1998 Stock Plan as Amended and Restated
March 3, 1999.
4.2 Hadco Corporation Non-Qualified Stock Option Plan dated November 29,
1995, Amended and Restated July 1, 1998.
4.3 Hadco Corporation Non-Qualified Stock Option Plan dated September 7,
1990, Amended and Restated April 7, 1998.
5.1 Opinion of counsel as to the legality of securities being registered.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
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. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
C. 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 DGCL, 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
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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 23rd day
of June, 2000.
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, Chief Executive Officer and
- ------------------------------------ Director (Principal Executive Officer) June 23, 2000
Jure Sola
/s/ RANDY FURR President, Chief Operating Officer, Acting June 23, 2000
- ------------------------------------ Chief Financial Officer and Director
Randy Furr (Principal Financial and Accounting Officer)
/s/ NEIL BONKE Director June 23, 2000
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Neil Bonke
/s/ JOHN BOLGER Director June 23, 2000
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John Bolger
/s/ MARIO M. ROSATI Director June 23, 2000
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Mario M. Rosati
/s/ JOSEPH SCHELL Director June 23, 2000
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Joseph Schell
/s/ BERNARD VONDERSCHMITT Director June 23, 2000
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Bernard Vonderschmitt
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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
June 23, 2000
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Hadco Corporation 1998 Stock Plan as Amended and Restated March 3,
1999.
4.2 Hadco Corporation Non-Qualified Stock Option Plan dated November 29,
1995, Amended and Restated July 1, 1998.
4.3 Hadco Corporation Non-Qualified Stock Option Plan dated September 7,
1990, Amended and Restated April 7, 1998.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).