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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 2001
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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JABIL CIRCUIT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-1886260
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
10560 NINTH STREET NORTH, ST. PETERSBURG, FLORIDA 33716
(Address of Principal Executive Office) (Zip Code)
JABIL CIRCUIT, INC. STOCK AWARD PLAN
(Full title of the plan)
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ROBERT L. PAVER, ESQ.
SECRETARY AND GENERAL COUNSEL
JABIL CIRCUIT, INC.
10560 NINTH STREET NORTH
ST. PETERSBURG, FLORIDA 33716
(Name and address of agent for service)
(727) 577-9749
(Telephone number, including area code, of agent for service)
Copies of all communications to:
CHESTER E. BACHELLER, ESQ.
HOLLAND & KNIGHT LLP
400 NORTH ASHLEY DRIVE
SUITE 2300
TAMPA, FLORIDA 33602
PHONE: (813) 227-6431
FAX: (813) 229-0134
If any of the securities being registered on this Form are to be
offered on delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE
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Common Stock, par value $0.001 100,000 $36.25 $3,625,000.00 $906.25
per share reserved under Jabil
Circuit, Inc. Stock Award Plan
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(1) The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and the number of shares registered on this
Registration Statement shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee. The
fee is calculated upon the basis of the average between the high and low sales
prices for shares of common stock of the registrant as reported on the New York
Stock Exchange on January 30, 2001.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Registrant,
Jabil Circuit, Inc., a Delaware corporation, are incorporated by reference in
this Registration Statement.
(a) The Registrant's Annual Report on Form 10-K for the year ended
August 31, 2000 (including information specifically incorporated by reference
into the Registrant's Form 10-K from the Registrant's definitive Proxy
Statement).
(b) The Registrant's Current Report on Form 8-K filed on
December 20, 2000.
(c) The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated April 28, 1998, filed
pursuant to Section 12(g) of the Securities and Exchange Act of 1934.
(d) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is a Delaware corporation. The Registrant's Amended and
Restated Certificate of Incorporation provides that, to the fullest extent
permitted by Delaware law, its directors shall not be liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as a
director. This provision in the Amended and Restated Certificate of
Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
In addition, the Registrant's Bylaws provide that the Registrant will
indemnify its directors and officers and may indemnify its employees and other
agents to the fullest extent permitted by Delaware law. The Registrant believes
that indemnification under its Bylaws covers at least negligence and gross
negligence by indemnified parties, and permits the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the indemnified party to repay such advances
if it is ultimately determined that the indemnified party is not entitled to
indemnification. The Registrant's Bylaws permit, and its Board of Directors has
authorized, the purchase of liability insurance for the Registrant's officers
and directors.
The Registrant has entered into separate indemnification agreements
with its directors and officers. These agreements require the Registrant, among
other things, to indemnify them against certain liabilities that may arise by
reason of their status or service as directors or officers (other than
liabilities arising from actions not taken in good faith or in a manner the
director or officer believed to be opposed to the best interests of the
Registrant), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified (subject to certain
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conditions), and to obtain liability insurance for any director with terms of
insurance no less favorable than those provided to any other director of the
Registrant, and for any officer with terms of insurance no less favorable than
those provided to any other officer of the Registrant. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, 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 of 1933 and is
therefore unenforceable. The Registrant believes that its Amended and Restated
Certificate of Incorporation, Bylaw provisions and indemnification agreements
are necessary to attract and retain qualified persons as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Jabil Circuit, Inc. Stock Award Plan.
5.1 Opinion of Holland & Knight LLP re legality of the Common
Stock.
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1).
23.2 Independent Auditors' Consent of KPMG LLP.
23.3 Independent Auditors' Consent of E&Y LLP.
24.1 Powers of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
(a) 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 this 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 this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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(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 15(d) of
the Securities and 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 and 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions (see Item 6) 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 of 1933 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 of 1933 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, Jabil Circuit, Inc., a corporation organized and existing under the
laws of the State of Delaware, 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 St. Petersburg, State of
Florida, on January 31, 2001.
JABIL CIRCUIT, INC.
By: /s/ Timothy L. Main
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Timothy L. Main, Chief Executive Officer
POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS, we, the undersigned officers and
directors of Jabil Circuit, Inc., hereby severally constitute and appoint Chris
A. Lewis and Robert L. Paver, each acting alone as an attorney-in-fact with the
full power of substitution, for him and in his name, place and stead in any and
all capacities, to sign any and all amendments to this Registration Statement,
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 said attorneys-in-fact, or either of their
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
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By: /s/ William D. Morean Chairman of the Board of Directors January 31, 2001
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William D. Morean
By: /s/ Thomas A. Sansone Vice Chairman of the Board of Directors January 31, 2001
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Thomas A. Sansone
By: /s/ Timothy L. Main Chief Executive Officer (Principal Executive January 31, 2001
------------------------------- Officer)
Timothy L. Main
By: /s/ Chris A. Lewis Chief Financial Officer (Principal Financial January 31, 2001
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Chris A. Lewis
By: /s/ Lawrence J. Murphy Director January 31, 2001
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Lawrence J. Murphy
By: /s/ Mel S. Lavitt Director January 31, 2001
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Mel S. Lavitt
By: /s/ Steven A. Raymund Director January 31, 2001
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Steven A. Raymund
By: /s/ Frank Newman Director January 31, 2001
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Frank Newman
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INDEX OF EXHIBITS
4.1 Jabil Circuit, Inc. Stock Award Plan.
5.1 Opinion of Holland & Knight LLP re legality of the Common Stock.
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1).
23.2 Independent Auditors' Consent of KPMG LLP.
23.3 Independent Auditors' Consent of E&Y LLP.
24.1 Powers of Attorney (included on signature page).
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