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As filed with the Securities and Exchange Commission on October 10, 1997
Registration No. 33-
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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
JABIL CIRCUIT, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-1886260
(State of incorporation) I.R.S. Employer Identification No.
10800 Roosevelt Boulevard
St. Petersburg, Florida 33716
(Address of principal executive offices)
1992 STOCK OPTION PLAN, AS AMENDED
1992 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full title of the plans)
ROBERT L. PAVER, ESQ.
General Counsel and Secretary
JABIL CIRCUIT, INC.
10800 Roosevelt Blvd.
St. Petersburg, Florida 33716
(813) 577-9749
(Name, address and telephone number, including area code, of agent for service)
Copy to:
DON S. WILLIAMS, ESQ.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
CALCULATION OF REGISTRATION FEE
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Amount Proposed maximum Proposed maximum Amount of
Title of each class to be offering price aggregate offering registration
of securities to be registered registered per share (1) price(2) fee(3)
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Common Stock, $.001 par value
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Newly Reserved under 1992 Stock Option Plan 800,000 $66.10 $52,880,000 $16,024.24
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Newly Reserved under 1992 Employee Stock 400,000 $56.19 $22,476,000 $ 6,810.90
Purchase Plan
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TOTAL 1200,000 $75,356,000 $22,835.15
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(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of exercise price of
$66.10 per share which is the average of the high and low prices
reported on the Nasdaq National Market on October 6, 1997.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, which states that the fee shall be
"one thirty-third of one percentum of the maximum aggregate price at
which the securities are to be issued".
(3) Amount of Registration Fee was calculated pursuant to Section 6(b) of
the Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996 filed pursuant to Section 13 of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act").
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended November 30, 1996, filed pursuant to Section 13 of the
Exchange Act.
3. The Registrant's Quarterly Report for the fiscal quarter ended
February 28, 1997, filed pursuant to Section 13 of the Exchange Act.
4. The Registrant's Quarterly Report for the fiscal quarter ended May
31, 1997, filed pursuant to Section 13 of the Exchange Act.
5. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated March 3, 1993,
filed pursuant to Section 12(g) of the Exchange Act.
There are hereby incorporated by reference into this Registration
Statement the following documents and information filed with the Commission:
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, 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 herein and to be part hereof from the
date of filing 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'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
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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 indemnitee
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 conditions), and to obtain
liability insurance for any director with terms no less favorable than those of
insurance provided to any other director of Registrant, and for any officer with
terms no less favorable than those of insurance provided to any other officer of
Registrant. Insofar as indemnification for liabilities arising under the
Securities Act 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 Act 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
Exhibit
Number Document
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4.1 1992 Stock Option Plan and forms of agreement used thereunder, as
amended.
4.2 1992 Employee Stock Purchase Plan and forms of agreement used
thereunder, as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati with respect to the
securities being registered.
23.1 Consent of KPMG Peat Marwick LLP, Certified Public Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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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 fact 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;
(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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in the post effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 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, 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, 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 foregoing provisions, 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
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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, 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 this 30th day of September, 1997.
JABIL CIRCUIT, INC.
By: /s/ Chris A. Lewis
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Chris A. Lewis, Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas A. Sansone and Chris A. Lewis, and
each of them, as 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, to sign any and all amendments (including post-effective
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, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their 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 has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ William D. Morean Chief Executive Officer (Principal Executive September 30, 1997
- ------------------------ Officer) and Chairman of the Board
William D. Morean
/s/Thomas A. Sansone President and Director September 30, 1997
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Thomas A. Sansone
- ------------------------ Executive Vice President of Operations and ----------------
Ronald J. Rapp Director
/s/Chris A. Lewis Chief Financial Officer (Chief Financial and September 30, 1997
- ------------------------ Accounting Officer)
Chris A. Lewis
/s/Steven A. Raymund Director September 30, 1997
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Steven A. Raymund
/s/ Lawrence J. Murphy Director September 30, 1997
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Lawrence J. Murphy
/s/ Mel S. Lavitt Director September 30, 1997
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Mel S. Lavitt
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INDEX TO EXHIBITS
Exhibit
Number Document
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4.1 1992 Stock Option Plan and forms of agreement used thereunder, as
amended.
4.2 1992 Employee Stock Purchase Plan and forms of agreement used
thereunder, as amended.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati with respect to the
securities being registered.
23.1 Consent of KPMG Peat Marwick LLP, Certified Public Accountants
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)