1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-K
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required)
FOR THE FISCAL YEAR ENDED MARCH 31, 1996
OR
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from _________ to __________
Commission file number 0-23354
FLEXTRONICS INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
SINGAPORE NOT APPLICABLE
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
514 CHAI CHEE LANE #04-13, BEDOK INDUSTRIAL ESTATE, SINGAPORE 469029
(Address of Principal Executive Offices) (Zip Code)
(65) 449-5255
Registrant's Telephone Number, Including Area Code
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: ORDINARY SHARES,
S$0.01 PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of June 20, 1996: Approximately $259.3 million (based
on the last reported sale price of $26.00 per share on June 20, 1996 on the
Nasdaq National Market).
The number of Ordinary Shares outstanding as of June 20, 1996 was
13,266,483.
DOCUMENTS INCORPORATED BY REFERENCE
Document Form 10-K Reference
-------- -------------------
Proxy Statement for Registrant's Annual Part III, Items 10-13
General Meeting to be held on August 15,
1996
Annual Report to Shareholders for the fiscal Part II, Items 6-8
year ended March 31, 1996 Part IV, Item 14
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PART I
ITEM 1. BUSINESS.
This report on Form 10-K contains forward-looking statements regarding
the future performance of the Company and future events that involve risks and
uncertainties that could cause actual results to differ materially from the
statements contained herein. This document, and the documents that the Company
files from time to time with the Securities and Exchange Commission, such as its
reports on Form 10-Q, Form 8-K and its proxy materials, contain additional
important factors that could cause actual results to differ from the Company's
current expectations and the forward-looking statements contained herein.
GENERAL
Flextronics International Ltd. ("Flextronics" or the "Company") is a
turnkey manufacturer of sophisticated electronics for original equipment
manufacturers ("OEMs") in the communications, computer, consumer and medical
industries. Flextronics manufactures complex printed circuit board assemblies
using surface mount ("SMT"), pin-through-hole ("PTH") and multi-chip ("MCM")
interconnect technologies as well as miniature gold-finished printed circuit
boards ("PCBs"). The Company's strategy is to use its manufacturing expertise,
advanced technological capabilities and low-cost structure to deliver quality
products, highly responsive and flexible service, short delivery cycles and low
overall production costs. The Company also provides component and circuit board
design and manufacturing services, materials procurement and management and
final assembly. The Company targets customers with high-volume product lines
with which it believes it can establish long-term primary or sole source
relationships. The Company serves customers, most of which are headquartered in
the U.S., from its international facilities in Singapore, China, Malaysia, Hong
Kong, Wales and from its U.S. facilities in California and Texas. The Company's
customers include Lifescan (a Johnson & Johnson company), Diebold, Global
Village Communication, Visioneer, Microcom and Thermoscan.
INDUSTRY OVERVIEW
Many OEMs in the electronics industry are increasingly utilizing
electronics manufacturing services in their business and manufacturing
strategies. Outsourcing allows OEMs to take advantage of the manufacturing
expertise and capital investments of contract manufacturers, thereby enabling
OEMs to concentrate on their core activities. OEMs utilize contract
manufacturers to:
Reduce Production Costs and Accelerate Time to Market. The competitive
environment for many OEMs, combined with shorter product life cycles, requires
OEMs to reduce production costs and time required to bring a product to market.
Due to their established manufacturing expertise and infrastructure, contract
manufacturers can frequently provide OEMs with higher levels of responsiveness
and flexibility, shorter delivery cycles and lower overall production costs than
in-house manufacturing operations.
Access Advanced Manufacturing and Design Capabilities. As electronic
products have become smaller and more technologically advanced, manufacturing
processes have become more automated and complex, requiring greater investment
in capital equipment, greater design know-how and greater manufacturing
expertise in process development and control. Contract manufacturers enable OEMs
to gain access to advanced manufacturing facilities, packaging technologies and
design expertise without the capital requirements of captive production.
Access Worldwide Manufacturing Capabilities. Many OEMs are increasing
their international activities in an effort to lower costs and access foreign
markets. Contract manufacturers with worldwide capabilities are able to offer a
choice of manufacturing locations to address OEMs' objectives regarding cost,
shipping location and local content requirements of end-market countries.
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Focus Resources. Many OEMs are focusing their resources on activities
and technologies where they add the greatest value. Contract manufacturers that
offer comprehensive services allow OEMs to focus on their core activities such
as product development, marketing and distribution.
Improve Inventory Management and Purchasing Power. Design changes,
short product life cycles, component price fluctuations and the need to achieve
economies of scale in materials procurement pose challenges for OEMs. Contract
manufacturers' inventory management expertise and volume procurement
capabilities can reduce OEM production costs.
STRATEGY
The Company's objective is to provide the lowest cost turnkey
manufacturing and design services to a select group of OEMs in the
communications, computer, consumer and medical markets. The Company's strategy
to meet this objective comprises the following key elements:
- Provide Advanced Technological Solutions. Through its increased
investment in advanced interconnect technologies, such as MCMs, gold-finished
PCB capabilities, epoxy molding conductive compounds and plastics, the Company
is able to offer its customers a variety of advanced design and manufacturing
solutions which are intended to be more cost-effective than their historic
counterparts.
- Low Cost Manufacturing Locations. The Company seeks to provide
complete, cost-effective solutions to its customers by combining low-cost, high-
volume assembly expertise and global manufacturing capabilities. The Company has
been operating its high-volume assembly operations in Asia for over ten years
and believes that, in general, its costs of materials, labor and overhead are
very competitive. The Company plans to expand its operations in China, a
particularly low-cost manufacturing location. The acquisition of Astron Group
Limited ("Astron") in February 1996 expanded the Company's manufacturing
capabilities in China.
- Maintain Global Presence. The Company has established a manufacturing
presence in its customers' geographic markets in Asia, North America and Europe
in order to meet customer desires concerning cost, shipping location and local
content requirements.
- Expand Services to Select Customer Base. The Company pursues
customers with high-volume product lines in diverse markets with which it can
establish long-term, primary or sole-source relationships and endeavors to
provide such customers with total manufacturing solutions for new and existing
products. Since March 1994 the Company has added new services, including (i)
U.S.-based manufacturing capability through the acquisition of Relevant
Industries, Inc. ("Relevant") and through the opening of its Texas facility;
(ii) MCM design, development and manufacturing expertise through the acquisition
of nCHIP, Inc. ("nCHIP"); (iii) European-based manufacturing capability through
the acquisition of Assembly & Automation (Electronics) Limited ("A&A"); and (iv)
miniature gold-finished PCB capabilities through its acquisition of Astron.
- Logistics. The Company plans to further decrease costs through
consolidation of its manufacturing operations into fewer, larger facilities with
increased capabilities and through vertical integration by including PCB
manufacturing and circuit board assembly at these larger facilities.
There can be no assurance that the Company's strategy, even if
successfully implemented, will reduce the risks associated with the Company's
business.
CUSTOMERS, SALES AND MARKETING
The Company's customers consist of a select group of OEMs in the
communications, computer, consumer and medical industries. The loss of one or
more major customers could have a material adverse effect on the Company's
results of operations.
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The Company generally manufactures circuit board assemblies that are
incorporated in its customers' final products, although for certain customers,
such as Microcom, Telebit, Global Village Communication and Visioneer, the
Company manufactures and assembles final products. The Company supplies MCM
products for customers such as Ross Technologies (used in Sun workstations) and
Credence and miniature gold-finished PCB products for customers such as Siemens,
Motorola, Samsung, Fujitsu and Toshiba.
The following table lists in alphabetical order certain of the
Company's largest customers (based on net sales for fiscal 1996 with which the
Company expects to continue to conduct significant business and the products for
which the Company provides manufacturing services.
CUSTOMER END PRODUCTS
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Apple Computer Modems
Diebold Automatic teller machines
Global Village Communication Modems
Lifescan (a Johnson & Johnson company) Portable glucose monitoring system
Microcom Modems
Sun Microsystems Server assembly
Tandem Computer Computer assembly
Thermoscan Thermometer
Visioneer Desk-top scanner
The information concerning the Company's operations by geographical
area for the three years ended March 31, 1996 in Note 14 of the Notes to
Consolidated Financial Statements contained in the Company's 1996 Annual Report
to Shareholders is incorporated herein by reference.
CUSTOMER CONCENTRATION
In fiscal 1996 Flextronics manufactured products for 55 customers and
its five largest customers accounted for approximately 52% of net sales.
Approximately 14% of Flextronics' net sales for fiscal 1996 were derived from
sales to Lifescan (a Johnson & Johnson company). Flextronics anticipates that
its customer concentration will continue as it focuses on strengthening ties
with certain customers and pursues primary and sole-source relationships. None
of the Company's customers has entered into an agreement requiring it to
purchase a minimum amount of product from the Company. The composition of the
group comprising the Company's largest customers has varied from year to year,
and there can be no assurance that the Company's principal customers will
continue to purchase products and services from the Company at current levels,
if at all. The loss of one or more major customers could have a material adverse
effect on the Company's results of operations.
RAPID TECHNOLOGICAL CHANGE
The markets in which the Company's customers compete are characterized
by rapidly changing technology, evolving industry standards and continuous
improvements in products and services. These conditions frequently result in
short product life cycles. The Company's success will depend to a significant
extent on the success achieved by its customers in developing and marketing
their products, some of which are new and untested. If technologies or standards
supported by the Company's or its customers' products become obsolete or fail to
gain widespread commercial acceptance, the Company's business may be materially
adversely affected.
Through its acquisition of nCHIP and Astron and its strategic
relationship with Dow Chemical, the Company has made substantial investments in
developing advanced interconnect technological capabilities. These capabilities,
primarily MCMs, miniature gold-finished PCBs and epoxy molding conductive
compounds, currently account for a relatively small portion of the overall
market for electronic interconnect products. The ability of the Company to
achieve desired operating results will depend upon, among other things,
broadening the nCHIP and Astron customer bases and the extent to which customers
design, manufacture and adopt systems based on
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these advanced technologies. There can be no assurance that the Company will be
able to successfully develop and exploit these technologies.
The Company achieves worldwide sales coverage through a ten (10) person
direct sales force, with its primary focus on U.S. customers and foreign
subsidiaries of U.S. customers. The Company has sales offices in California,
Massachusetts, Singapore, Hong Kong, Malaysia and England. In addition to its
sales force, the Company's executive staff plays an integral role in the
Company's marketing efforts.
SERVICES
The Company provides sophisticated, low-cost electronics assembly and
turnkey manufacturing and design services. These services include component and
circuit board design and manufacturing, materials procurement and management,
final assembly and packaging. In addition, the Company designs and manufactures
advanced electronic interconnect devices known as multichip modules. An MCM is a
collection of unpackaged integrated circuit chips interconnected within a single
package which the Company believes results in products that are smaller in size,
faster in operation, and often less expensive to build than the conventional
placement of separate integrated circuits on PCBs.
DESIGN
In order to reduce the time from design to prototype, Company engineers
assist customers with initial product design. Such assistance normally includes
providing manufacturing engineering services and suggestions concerning circuit
board layout. The Company maintains design centers in Westford, Massachusetts
and in Singapore to assist in this process. Manufacturing information is
frequently transmitted electronically between customers, the design centers and
the manufacturing facilities to reduce cycle time and minimize errors. The
Company's San Jose, California design center provides a full range of
electrical, thermal and mechanical design services located within its MCM
manufacturing facility.
After circuit board layout, the Company provides prototype assemblies
from its facilities for fast turnaround. During the prototype process, Company
engineers work with customer engineers to enhance production efficiency. At this
time, the Company prepares manufacturing documentation and purchases long lead
time components to minimize potential manufacturing delays associated with
start-up of manufacturing for the new products.
MATERIALS PROCUREMENT AND MANAGEMENT
Materials procurement and management consists of the planning,
purchasing, expediting, warehousing and financing of the required components and
materials used in the manufacturing process. The Company's inventory
manufacturing expertise and volume procurement capabilities contribute to cost
reductions in the manufacturing process. The Company purchases components from
hundreds of suppliers, many of whom are designated by its customers. Components
generally are ordered after the Company has a firm purchase order or letter of
authorization from a customer to purchase the completed assemblies. Flextronics
and many of its customers rely on third-party suppliers for components used in
the assembly process. Although the Company works with customers and third-party
suppliers to reduce the impact of component shortages, such shortages may occur
from time to time and may have a material adverse effect on the Company's
financial condition and results of operations. At various times there have been
shortages of certain electronics components, including DRAMs, memory modules,
logic devices, ASICS, laminates, and specialized capacitors. In addition, the
market for bare die packaging is an emerging market and integrated circuits in
their bare die form are not always available. Component shortages could result
in manufacturing and shipping delays or higher prices which could have a
material adverse effect on the Company's results of operations. From time to
time Flextronics is able to enter into advantageous arrangements for the supply
of certain limited availability components. To the extent that such arrangements
cease to be available, the Company would lose a cost advantage and its results
of operations could be materially adversely affected.
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ASSEMBLY AND MANUFACTURING
The Company's electronics assembly activities primarily consist of the
placement and attachment of electronic and mechanical components on printed
circuit boards and flexible cables using both SMT and PTH technology. The
Company also assembles subsystems and systems incorporating printed circuit
boards and electromechanical components, and in some cases manufactures and
packages products for shipment directly to the customers' distributors. The
Company also offers a range of MCM technologies from low-cost laminate MCMs to
high-performance deposited thin-film MCMs. The Company believes its MCMs offer
cost and size reductions together with increased performance as compared to
conventional interconnect technologies. The Company employs just-in-time,
ship-to-stock and ship-to-line programs, continuous flow manufacturing and
statistical process control.
Substrates for the Company's MCMs are manufactured on the Company's
semiconductor wafer fabrication line in San Jose, California and by outside
foundries. Assembly of completed MCMs also is accomplished in San Jose and by an
outside assembly company.
The Company's miniature, gold-finished PCBs are manufactured in the
Company's facilities in Hong Kong and in Doumen, China.
TEST
After assembly, the Company offers computer-aided testing of printed
circuit boards, subsystems and systems, which contributes significantly to the
Company's ability to deliver high-quality products on a consistent basis.
Working with its customers, the Company develops product-specific test
strategies. The Company's test capabilities include management defect analysis,
in-circuit tests and functional tests. In addition, the Company also provides
environmental stress tests of the board or system assembly.
MANAGEMENT OF EXPANSION; ACQUISITIONS
The Company is currently experiencing a period of rapid expansion
through both internal growth and acquisitions. In 1995 the Company completed the
acquisition of nCHIP, opened a new facility in Texas and a second facility in
China, completed the acquisition of A&A and made significant expenditures to
expand the capabilities of its new and existing facilities. In February 1996 the
Company completed its acquisition of Astron. Expansion has caused, and is
expected to continue to cause, strain on the Company's managerial, technical,
financial and other resources. To manage further growth, the Company must
continue to add manufacturing capacity, enhance financial controls and hire
additional engineering personnel. There can be no assurance that the Company
will be able to manage its expansion, and a failure to do so could have a
material adverse effect on the Company's results of operations.
Acquisitions involve a number of risks that could adversely affect the
Company's operating results, including the diversion of management's attention,
the assimilation of the operations and personnel of the acquired companies, the
amortization of acquired intangible assets and the potential loss of key
employees of the acquired companies. No assurance can be given that any past or
future acquisition by the Company will not materially and adversely affect the
Company or that any such acquisition will enhance the Company's business. In
addition to its recent acquisitions, the Company may from time to time pursue
the acquisition of other companies, assets or product lines that complement or
expand its existing business.
nCHIP. In January 1995 the Company acquired nCHIP, a privately held
manufacturer of MCMs with manufacturing and sales operations in San Jose,
California. The acquisition was accounted for as a pooling of interests and
nCHIP became a wholly owned subsidiary of the Company. The Company believes that
the acquisition of nCHIP will enable it to meet the increasingly advanced
technological demands of new and existing customers. However, MCMs currently
account for only a small portion of the overall market for electronic
interconnect products. The ability of the Company to achieve success in this
business will depend upon, among other things, broadening nCHIP's customer base,
the extent to which customers design, manufacture and adopt
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systems based on MCM technology and the Company's ability to otherwise increase
demand in the marketplace for MCMs. While the Company is encouraged by progress
to date, there can be no assurance as to the rate at which the market for MCMs
will develop, if at all, or as to the ultimate size of the market. Moreover, the
production of MCMs requires the utilization of sophisticated semiconductor
processes which must be tightly controlled in order to achieve acceptable yields
of good product. The Company plans to increase its MCM production capacity
substantially over the next year and its ability to do so efficiently is subject
to process scale-up risks similar to those that affect companies in the
semiconductor industry. Any significant operational problems that are
encountered in this phase could have a material adverse effect on the Company.
A&A. In April 1995 the Company acquired Assembly & Automation
(Electronics) Limited, ("A&A"), a privately held contract manufacturer of
electronics and telecommunications equipment located in Tonypandy, Wales. The
acquisition of A&A expands the Company's manufacturing capabilities into Europe.
Astron. Consummated in February 1996, the acquisition of Astron is the
largest acquisition undertaken by the Company. The Company has not had any
presence in the printed circuit board manufacturing industry or any experience
with the assembly of miniature gold-finished PCBs and accordingly may lack the
management and marketing experience that will be necessary to successfully
operate and integrate the Astron business. The successful operation of such
business will require communication and cooperation in product development and
marketing among senior executives and key technical personnel. Given the
inherent difficulties involved in completing a major business combination, there
can be no assurance that such cooperation will occur or that the integration of
the respective businesses will be successful and will not result in disruption
in one or more sectors of the Company's business. In addition, there can be no
assurance that the Company will retain key Astron technical and management
personnel, that the market will favorably view the Company's entry into the
miniature, gold-finished PCB industry or that the Company will realize any of
the other anticipated benefits of the acquisition.
RISK OF OPERATIONS IN CHINA, HONG KONG, SINGAPORE AND MALAYSIA
The Company's executive offices are located in Singapore and the
Company has substantial manufacturing operations located in Singapore, Malaysia,
China and Hong Kong, although most of its customers are headquartered in the
U.S. The distance between Asia and the U.S. creates logistical barriers that the
Company seeks to mitigate through the maintenance of marketing, design,
manufacturing and certain final assembly functions in the U.S. and through
extensive use of electronic mail and video teleconferencing with its customers.
Because of the location of certain of its manufacturing facilities in
other countries, the Company may be affected by economic and political
conditions in those countries. For example, the Company could be adversely
affected if the current policies encouraging foreign investment or foreign trade
by its host countries were to be reversed. In addition, the attractiveness of
the Company's services to its U.S. customers is affected by U.S. trade policies,
such as "most favored nation" status and trade preferences for certain Asian
nations. Changes in policies by the U.S. or foreign governments resulting in,
among other things, increased duties, higher taxation, currency conversion
limitations, limitations on imports or exports, or the expropriation of private
enterprises could have a material adverse effect on the Company's results of
operations. The Company believes that trade preferences extended to Malaysia in
recent years may not be renewed.
In particular, the Company's operations and assets are subject to
significant political, economic, legal and other uncertainties in China. Under
its current leadership, the Chinese government has been pursuing economic reform
policies, including the encouragement of foreign trade and investment and
greater economic decentralization. No assurance can be given, however, that the
Chinese government will continue to pursue such policies, that such policies
will be successful if pursued, or that such policies will not be significantly
altered from time to time. Despite progress in developing its legal system,
China does not have a comprehensive and highly developed system of laws,
particularly with respect to foreign investment activities and foreign trade.
Enforcement of existing and future laws and contracts is uncertain, and
implementation and interpretation
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thereof may be inconsistent. As the Chinese legal system develops, the
promulgation of new laws, changes to existing laws and the preemption of local
regulations by national laws may adversely affect foreign investors.
CURRENCY FLUCTUATIONS
While Flextronics transacts business predominantly in U.S. dollars and
most of its revenues are collected in U.S. dollars, a portion of Flextronics'
costs are denominated in other currencies such as the Singapore dollar, the Hong
Kong dollar and the Malaysian ringgit. Business conducted out of the United
Kingdom is conducted principally in pounds sterling. As a result, changes in the
relation of these and other currencies to the U.S. dollar will affect the
Company's cost of goods sold and operating margins and could result in exchange
losses. The impact of future exchange rate fluctuations on the Company's results
of operations cannot be accurately predicted. From time to time Flextronics has
engaged in, and may continue to engage in, exchange rate hedging activities.
There can be no assurance that any hedging techniques implemented by the Company
will be successful.
COMPETITION
The electronics contract manufacturing industry comprises hundreds of
companies and is highly fragmented and intensely competitive. The Company
competes against numerous domestic and foreign contract manufacturers, and
current and prospective customers evaluate the Company's capabilities against
the merits of captive production. In addition, in recent years the electronics
contract manufacturing industry has attracted a significant number of new
entrants, including large OEMs with excess manufacturing capacity, and existing
participants who have expanded their capacity. The Company believes there are
more than 30 contract manufacturers with annual revenues above $100 million.
Certain of the Company's competitors, including Solectron Corporation and SCI
Systems, have substantially greater manufacturing, financial, research and
development and marketing resources than the Company. The Company believes that
the principal competitive factors in the segments of the contract manufacturing
industry in which it operates are cost, technological capabilities,
responsiveness and flexibility, delivery cycles, location of facilities, product
quality and range of services available.
INTELLECTUAL PROPERTY MATTERS
The Company relies on a combination of patent, trade secret and
trademark laws, confidentiality procedures and contractual provisions to protect
its intellectual property. The Company seeks to protect certain of its
technology under trade secret laws, which afford only limited protection. There
can be no assurance that any of the Company's pending patent applications will
be issued or that intellectual property laws will protect the Company's
intellectual property rights. There can be no assurance that any patent issued
to the Company will not be challenged, invalidated or circumvented or that the
rights granted thereunder will provide competitive advantages to the Company.
Despite the Company's efforts to protect its proprietary rights, unauthorized
parties may attempt to copy aspects of the Company's products or to obtain and
use information that the Company regards as proprietary. Furthermore, there can
be no assurance that others will not independently develop similar products,
duplicate the Company's products or design around any patents issued to the
Company.
The Company may in the future be notified that it is infringing certain
patent and/or other intellectual property rights of others, although there are
no such pending lawsuits against the Company or unresolved notices that it is
infringing intellectual property rights of others. No assurance can be given
that in the event of such infringement, licenses could be obtained on
commercially reasonably terms or that litigation will not occur. The failure to
obtain necessary licenses or other rights or the occurrence of litigation
arising out of such claims could have a material adverse effect on the Company's
business.
EMPLOYEES
As of March 31, 1996, the Company employed 3,994 persons. None of the
Company's employees is represented by a labor union except for (i) the Company's
non-management employees located in Singapore and
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(ii) the Company's hourly employees in Wales. The Company has never experienced
a work stoppage or strike. The Company believes that its employee relations are
good.
The Company's success depends to a large extent upon the continued
services of key managerial and technical employees. The loss of such personnel
could have a material adverse effect on the Company's results of operations. To
date, Flextronics has not experienced significant difficulties in attracting or
retaining such personnel. Although the Company is not aware that any of its key
personnel currently intend to terminate their employment, their future services
cannot be assured.
EXECUTIVE OFFICERS
In addition to executive officers who are directors of the Company, the
following are also executive officers of the Company:
NAME AGE POSITION
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Dennis P. Stradford.................................... 49 Senior Vice President of Sales and Marketing
Bruce M. McWilliams.................................... 39 Vice President, President of nCHIP, Inc.
Goh Chan Peng.......................................... 41 Chief Financial Officer
Teo Buck Song.......................................... 39 Vice President, Purchasing
Michael McNamara ...................................... 39 Vice President, President of United States
Operations
Hans D. Nilsson ....................................... 40 Vice President, General Manager of European
Operations
Dennis P. Stradford - Mr. Stradford has served as Senior Vice
President, Sales and Marketing since December 1990. From February 1990 to
December 1990, he was Vice President of Sales and Marketing at Logistix, a
software contract manufacturer. From October 1985 to February 1990, he served as
Senior Vice President, Sales and Marketing at Flex Holdings Pte Limited, the
predecessor to the Company. Mr. Stradford received a B.A. from San Jose State
University and an M.A. and M.Div. from St. Patrick's College.
Bruce M. McWilliams - Dr. McWilliams has served as Senior Vice
President since April 1995. He was a co-founder of nCHIP and served at nCHIP in
the capacities of President, Chief Executive Officer and Chief Technical Officer
from February 1989 until January 1995 when nCHIP was acquired by the Company.
Prior to founding nCHIP, Dr. McWilliams oversaw the laser pentography program at
the Lawrence Livermore National Laboratory, which focused on development and
applications of advanced electronic packaging, CAD tools and optical systems.
Dr. McWilliams holds a B.S., an M.S. and a Ph.D. in Physics from Carnegie-Mellon
University.
Goh Chan Peng - Mr. Goh has served as the Company's Chief Financial
Officer since July 1992. From June 1990 to July 1992, he was the Company's
Director of Finance. From 1982 to June 1990, he served in various financial
capacities at Flex Holdings Pte Limited, the predecessor to the Company,
including Director of Finance and Finance Manager-Asia Pacific Region. Mr. Goh
received a Bachelor of Commerce from Singapore Nanyang University and a Diploma
in Personnel Management from Singapore Institute of Management.
Teo Buck Song - Mr. Teo has served as Vice President, Purchasing since
April 1994. He was Director of Purchasing at Flex Holdings Pte Limited, the
predecessor to the Company from 1988 to April 1994. From 1982 to 1988, he served
in various operational capacities at Flex Holdings Pte Limited, the predecessor
to the Company, including Purchasing Manager and Production Material Control
Manager. Mr. Teo received a Production Engineering Diploma from Singapore
Polytechnic.
Michael McNamara - Mr. McNamara has served as Vice President, President
of United States Operations since April 1994. From May 1993 to March 1994, he
was President and Chief Executive Officer of Relevant Industries, Inc., which
was acquired by the Company in March 1994. From May 1992 to May 1993, he was
Vice President, Manufacturing Operations at Anthem Electronics, an electronics
distributor. From April
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1987 to May 1992, he was a Principal of Pittiglo, Rabin, Todd & McGrath, an
operations consulting firm. Mr. McNamara received a B.S. from the University of
Cincinnati and an M.B.A. from Santa Clara University.
Hans Nilsson - Mr. Nilsson has served as the Company's Vice President,
General Manager of European Operations since April 1994. From April 1991 to
April 1994 he was Senior Vice President at Metcal, Inc., a precision heating
instrument company. From July 1987 to March 1991 he was Director of Marketing at
Mars Electronics International, an electronics payment systems company. Mr.
Nilsson received an M.S. in electrical engineering from Chalmers University of
Technology, Sweden and an M.B.A. from Stanford University.
ITEM 2. PROPERTIES.
FACILITIES
The Company has manufacturing facilities located in Singapore,
Malaysia, China, Wales, California and Texas. In addition, the Company operates
design centers that offer printed circuit board and MCM design and prototyping
services at its facilities in Singapore, California and Massachusetts. The
Singapore and Massachusetts design centers focus on improving customer designs
to increase yields, minimize labor content and otherwise reduce costs, and the
California design center focuses on MCM design and process development.
Certain information about each of the Company's facilities is set forth
below:
YEAR APPROXIMATE
OPERATIONS PLANT SIZE
FACILITY TYPE LOCATION COMMENCED (SQUARE FT.) SERVICES
- ----------------------------------------------------------------------------------------------------------------------
Manufacturing Singapore 1982 47,000 Complex, high value-added PCB
assembly using primarily SMT
technology.
Manufacturing Johore, Malaysia 1991 80,000 Full systems manufacturing; medium
complexity PCB assembly using both
SMT and PTH technology.
Manufacturing Xixiang, China 1995 90,000 Labor intensive PCB assembly using
both SMT and PTH technology.
Manufacturing Doumen, China 1995(1) 175,000 Manufacture of high density,
miniaturized PCBs.
Manufacturing Hong Kong 1985(1) 50,000 Manufacture of high density,
miniaturized PCBs.
Manufacturing San Jose, CA 1994 65,000 System assembly, just-in-time
distribution and electro-mechanical
system integration.
Manufacturing San Jose, CA 1996 32,500 PCB assembly.
Manufacturing San Jose, CA 1989(2) 30,000 Advanced packaging and MCM design
and fabrication.
Manufacturing Richardson, TX 1995 47,000 PCB and system assembly, just-in-time
distribution.
Manufacturing Tonypandy, Wales 1983(3) 50,000 Full systems manufacturing; medium
complexity PCB assembly using both
SMT and PTH technology.
9.
11
YEAR APPROXIMATE
OPERATIONS PLANT SIZE
FACILITY TYPE LOCATION COMMENCED (SQUARE FT.) SERVICES
- ---------------------------------------------------------------------------------------------------------
Design Services Westford, MA 1987 9,112 Design services and assistance using
and Singapore(4) - - CAE and CAD tools; production of
and San Jose(5) - - prototypes and initial low volume
product runs.
- --------------------
(1) Acquired by the Company in February 1996 in connection with the
Company's acquisition of Astron.
(2) Acquired by the Company in January 1995 in connection with the
Company's acquisition of nCHIP.
(3) Acquired by the Company in April 1995 in connection with the Company's
acquisition of A&A.
(4) Located within the 47,000 square foot manufacturing facility in
Singapore.
(5) Located within the 30,000 square foot manufacturing facility in San
Jose, California. In June 1995 the Company entered into a sale and
leaseback arrangement for this facility which expires in July 2005.
The Company leases its facilities in Singapore and Xixiang, China from
local government agencies under leases that expire between December 1998 and
September 2003. The Company leases its 30,000 square foot San Jose, California
facility, its 32,500 square foot San Jose, California facility and its
Richardson, Texas facility under leases that expire in December 1997, February
2000 and April 2000, respectively. In December 1995 the Company purchased its
Malaysian facility. In April 1995 the Company purchased its 65,000-square-foot
San Jose, California facility for approximately $3.5 million, and in June 1995
the Company entered into a sale and leaseback arrangement for this facility,
which expires in July 2005. Additionally, the Company in April 1995 obtained a
50,000 square foot facility when it acquired A&A located in Tonypandy, Wales.
The Company acquired its Hong Kong facility and its Doumen, China facility in
February 1996 in connection with the Astron acquisition. The Company also owns
the thirty (30) acre parcel of land on which the Doumen, China facility is
located.
Environmental Compliance Risks
The Company is subject to a variety of environmental regulations
relating to the use, storage, discharge and disposal of hazardous chemicals used
during its manufacturing process. The Company manufactures substrates for its
MCMs on its semiconductor fabrication line in California and uses various
chemicals in its PCB manufacturing lines in Hong Kong and China. Proper
handling, storage and disposal of the metals and chemicals used in such
manufacturing processes is an important consideration. Although the Company
believes that its facilities are currently in material compliance with
applicable environmental laws, and it monitors its operations to avoid
violations arising from human error or equipment failures, there can be no
assurances that violations will not occur. In the event of a violation of
environmental laws, the Company could be held liable for damages and for the
costs of remedial actions and could also be subject to revocation of its
effluent discharge permits. Any such revocations could require the Company to
cease or limit production at one or more of its facilities, thereby having a
material adverse effect on the Company's operations. Environmental laws could
become more stringent over time, imposing greater compliance costs and
increasing risks and penalties associated with a violation.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not involved in any material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
10.
12
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
PRICE RANGE OF ORDINARY SHARES
The Company's Ordinary Shares have been traded on the Nasdaq National
Market under the symbol "FLEXF" since March 18, 1994. The following table shows
the high and low closing sales prices per share of the Company's Ordinary Shares
since the Company's initial public offering (March 18, 1994).
HIGH LOW
- -----------------------------------------------------------------------------
Fiscal 1994
Fourth Quarter
(March 18, 1994 -
March 31, 1994) $14.50 $12.50
Fiscal 1995
First Quarter $14.00 $ 8.75
Second Quarter $16.50 $ 9.00
Third Quarter $16.50 $12.50
Fourth Quarter $18.75 $13.00
Fiscal 1996
First Quarter $22.25 $13.50
Second Quarter $26.75 $21.75
Third Quarter $30.00 $21.00
Fourth Quarter $35.75 $25.75
=============================================================================
On June 20, 1996, the closing sales price of the Ordinary Shares was
$26.00 per share. On that date, there were 609 shareholders of record.
DIVIDENDS
Since inception, the Company has not declared or paid a cash dividend
on its Ordinary Shares. The Company anticipates that all earnings in the
foreseeable future will be retained to finance the continuing development of its
business.
TAXATION
This summary of Singapore and United States tax considerations is based
on current law and is provided for general information. The discussion does not
purport to deal with all aspects of taxation that may be relevant to particular
shareholders in light of their investment or tax circumstances, or to certain
types of shareholders (including insurance companies, tax-exempt organizations,
regulated investment companies, financial institutions or broker-dealers, and
shareholders that are not U.S. Shareholders (as defined below)) subject to
special treatment under the U.S. federal income tax laws. Such shareholders
should consult their own tax advisors regarding the tax consequences of any
investment in the Ordinary Shares.
Income Taxation Under Singapore Law
Under current provisions of the Income Tax Act, Chapter 134 of
Singapore, corporate profits are taxed at a rate equal to 26%. Under Singapore's
taxation system, the tax paid by a company is deemed paid by its
11.
13
shareholders. Thus, the shareholders receive dividends net of the tax paid by
the Company. Dividends received by either a resident or a nonresident of
Singapore are not subject to withholding tax. Shareholders are taxed on the
gross amount of dividends (i.e., the cash amount of the dividend plus the amount
of corporate tax paid by the Company). The tax paid by the Company will be
available to shareholders as a tax credit to offset the Singapore income tax
liability on their overall income (including the gross amount of dividends). If
the shareholder's marginal tax rate is equal to the corporate tax rate, there is
no further Singapore tax to pay on the dividends. In the case of a resident
shareholder, if the shareholder's marginal tax rate is lower than the corporate
tax paid, the shareholder is entitled to claim a tax refund for the difference
from the Singapore Inland Revenue Department; conversely, if the resident
shareholder's marginal tax rate is higher than the corporate tax rate, the
shareholder must pay the difference to the Singapore Inland Revenue Department.
In the case of a nonresident shareholder, the shareholder is taxed on dividends
at the corporate tax rate. Thus, the nonresident shareholder pays no further
Singapore income tax on the net dividends received. Further, the nonresident
shareholder will not receive any tax refund from the Singapore Inland Revenue
Department. No tax treaty currently exists between the Republic of Singapore and
the U.S.
Under current Singapore tax law there is no tax on capital gains, and,
thus, any profits from the disposal of shares are not taxable in Singapore
unless the vendor is regarded as carrying on a trade in shares in Singapore (in
which case, the disposal profits would be taxable as trade profits rather than
capital gains).
There is no stamp duty payable in respect of the holding and
disposition of shares. No duty is payable on the acquisition of new shares.
Where existing shares are acquired in Singapore, stamp duty is payable on the
instrument of transfer of the shares at the rate of S$2 for every S$1,000 market
value of the shares. The stamp duty is borne by the purchaser unless there is an
agreement to the contrary. Where the instrument of transfer is executed outside
of Singapore, stamp duty may be payable if the instrument of transfer is
received in Singapore. Where no instrument of transfer is executed, no stamp
duty is payable on the acquisition of existing shares.
Income Taxation Under United States Law
Shareholders that are (i) corporations or partnerships organized under
the laws of the U.S., or any political subdivision thereof, (ii) estates or
trusts, the income of which, from sources without the U.S., is includable in
gross income for federal income tax purposes regardless of its connection with
the conduct of a trade or business within the United States, (iii) U.S. citizens
or (iv) U.S. resident aliens (as defined in Section 7701(b) of the Internal
Revenue Code of 1986, as amended) ("U.S. Shareholders") generally will be
required to report as income for U.S. income tax purposes the amount of any cash
dividend received from the Company to the extent paid out of the current or
accumulated earnings and profits of the Company, as determined under current
U.S. income tax principles. Such dividend income will generally be subject to
the separate limitation for "passive income" for purposes of the foreign tax
credit limitation. Shareholders that are corporations will generally not be
entitled to the dividends received deduction with respect to dividends from the
Company. If a U.S. Shareholder receives a dividend payment in any currency other
than U.S. dollars, the amount of the dividend payment for federal income tax
purposes will be the U.S. dollar value of the dividend payment (determined at
the spot rate on the date of such payment) regardless of whether the payment is
in fact converted into U.S. dollars. In such a case, U.S. Shareholders may
recognize ordinary income or loss as a result of currency fluctuations during
the period between the date of a dividend payment and the date such dividend
payment is converted into U.S. dollars. U.S. Shareholders will generally not be
entitled to a foreign tax credit for the amount of Singapore corporate income
tax paid by the Company; provided that a domestic corporation which owns 10% or
more of the voting stock of the Company may be entitled to a foreign tax credit
for such taxes. Any domestic corporation which owns 10% or more of the voting
stock of the Company should consult its tax advisor with respect to the U.S.
taxation of its interest in the Company. U.S. Shareholders will, upon the sale
or exchange of a share, recognize gain or loss for U.S. income tax purposes in
an amount equal to the difference between the amount realized and the U.S.
Shareholder's tax basis in such a share. If paid in currency other then U.S.
dollars, the amount realized is determined at the spot rate in effect on the
settlement date of the sale in the case of a U.S. Shareholder that is a cash
basis taxpayer and at the spot rate in effect on the trade date in the case of a
U.S. Shareholder that is an accrual basis taxpayer. An accrual basis taxpayer
may elect, however, to use the spot rate in effect on the settlement date of the
sale by filing a statement with the U.S. Shareholder's
12.
14
first return in which the election is effective. Such an election must be
applied consistently from year to year and cannot be changed without the consent
of the Internal Revenue Service. Such gain or loss will be capital gain or loss
if the share was a capital asset in the hands of the U.S. Shareholder and will
be long-term capital gain or loss if the share has been held for more than one
year. If a U.S. Shareholder receives any currency other than U.S. dollars on the
sale of a share, such U.S. Shareholder may recognize ordinary income or loss as
a result of currency fluctuations between the date of such sale and the date
such sale proceeds are converted into U.S. dollars.
Estate Taxation
In the case of an individual who is not domiciled in Singapore,
Singapore estate tax is imposed on the value of all movable and immovable
properties situated in Singapore. The shares of the Company are considered to be
situated in Singapore. Thus, an individual shareholder who is not domiciled in
Singapore at the time of his or her death will be subject to Singapore estate
tax on the value of any such shares held by the individual upon the individual's
death. Such a shareholder will be required to pay Singapore estate tax to the
extent that the value of the shares (or any other assets subject to Singapore
estate tax) exceeds S$500,000. Any such excess will be taxed at a rate equal to
5% on the first S$10,000,000 of the individual's Singapore chargeable assets and
thereafter at a rate equal to 10%. An individual shareholder that is a U.S.
citizen or resident (for U.S. estate tax purposes) also will have the value of
the shares included in the individual's gross estate for U.S. estate tax
purposes. An individual shareholder generally will be entitled to a tax credit
against the shareholder's U.S. estate tax to the extent the individual
shareholder actually pays Singapore estate tax on the value of the shares;
however, such tax credit is generally limited to the percentage of the U.S.
estate tax attributable to the inclusion of the value of the shares included
in the shareholder's gross estate for U.S. estate tax purposes. Individuals who
are domiciled in Singapore should consult their own tax advisors regarding the
Singapore estate tax consequences of their investment.
ITEM 6. SELECTED FINANCIAL DATA.
The information regarding selected financial data in the Company's 1996
Annual Report to Shareholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information appearing under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the Company's
1996 Annual Report to Shareholders is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Company's financial statements and supplementary data in the
Company's 1996 Annual Report to Shareholders are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
13.
15
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information under the captions "Re-election of Directors" and
"Executive Compensation" in the Registrant's Proxy Statement for the Annual
General Meeting to be held on August 15, 1996 (the "Proxy Statement") is
incorporated herein by reference.
Information concerning executive officers who are not directors is
included in Part I under the caption "Item 1. Business - Executive Officers."
ITEM 11. EXECUTIVE COMPENSATION.
The information under the caption "Executive Compensation" in the
Registrant's Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information under the caption "Security Ownership of Management"
and "Principal Shareholders" in the Registrant's Proxy Statement is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information under the caption "Certain Transactions" in the
Registrant's Proxy Statement is incorporated herein by reference.
14.
16
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
a) 1. Financial Statements
The following consolidated financial statements are
incorporated herein by reference to the Company's 1996 Annual
Report to Shareholders:
- Report of Independent Auditors
- Consolidated Balance Sheets as of March 31, 1996 and
1995
- Consolidated Statements of Operations for each of the
three years in the period ended March 31, 1996
- Consolidated Statements of Shareholders' Equity for
each of the three years in the period ended March 31,
1996
- Consolidated Statements of Cash Flows for each of the
three years in the period ended March 31, 1996
- Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The following consolidated financial statement schedules for
each of the three years in the period ended March 31, 1996 are
submitted herewith:
Schedule VIII: Valuation and Qualifying Accounts and Reserves
Schedules not listed above have been omitted because they are not
applicable or required, or the information required to be set forth therein is
included in the Consolidated Financial Statements or Notes thereto.
b) Reports on Form 8-K
1. The Company's Current Report on Form 8-K filed with
the Commission on January 18, 1996, was filed in
connection with the Company's announcement of the
contemplation of a convertible subordinated note
offering in a private placement under Rule 144A.
2. The Company's Current Report on Form 8-K filed with
the Commission on February 2, 1996, was filed in
connection with the Company's acquisition of Astron.
3. The Company's Current Report on Form 8-K/A filed with
the Commission on April 15, 1996, was filed in
connection with the Company's acquisition of Astron
and contained the financial statements of Astron for
the three years ended December 31, 1993, 1994 and
1995.
c) Exhibits
Exhibit
-------
Number Document Description
------ --------------------
2.1 Agreement and Plan of Reorganization dated as of
September 12, 1994 among the Company, nCHIP
Acquisition Corporation and nCHIP (the
"Reorganization Agreement"). Certain Disclosure
Schedules of nCHIP and the Company setting forth
15.
17
various exceptions to the representations and
warranties pursuant to the Reorganization Agreement
have been omitted. The Company agrees to furnish
supplementally a copy of any omitted schedule to the
Commission upon request. (Incorporated by reference
to Exhibits 2.1 through 2.6 of the Company's
registration statement on Form S-4, No. 33-85842.)
2.2 Amendment No. 1 to the Reorganization Agreement dated
as of December 8, 1994 among the Company, nCHIP
Acquisition Corporation and nCHIP. (Incorporated by
reference to Exhibit 2.7 of the Company's
registration statement on Form S-4, No. 33-85842.)
2.3 Share Purchase Agreement dated as of April 12, 1995
among the Company, A&A and all of the shareholders
of A&A. (Incorporated by reference to Exhibit 2.1
of the Company's Current Report on Form 8-K for the
event reported on April 12, 1995.)
2.4 Asset Sale Agreement dated December 29, 1994 between
FlexTracker Sdn. Bhd. and Flextronics Malaysia Sdn.
Bhd. (Incorporated by reference to Exhibit 10.19 of
the Company's registration statement on Form S-4, No.
33-85842.)
2.5 Agreement among the Company, Alberton Holdings
Limited and Omac Sales Limited dated as of January 6,
1996. (Incorporated by reference to Exhibit 2.1 of
the Company's Current Report on Form 8-K for the
event reported on February 2, 1996.)
3.1 Memorandum of Association of the Company.
(Incorporated by reference to Exhibit 3.1 of the
Company's registration statement on Form S-1, No.
33-74622.)
3.2 Articles of Association of the Company. (Incorporated
by reference to Exhibit 3.2 of the Company's
registration statement on Form S-4, No. 33-85842.)
4.1 Registration Rights Agreement dated July 8, 1993, as
amended. (Incorporated by reference to Exhibit 10.34
of the Company's registration statement on Form S-1,
No. 33-74622.)
4.2 Registration Rights Agreement dated as of April 12,
1995 among the Company and certain shareholders of
A&A. (Incorporated by reference to Exhibit 2.2 of the
Company's Current Report on Form 8-K for the event
reported on April 12, 1995.)
10.1 Form of Indemnification Agreement between the
Registrant and its directors and certain officers.
(Incorporated by reference to Exhibit 10.1 of the
Company's registration statement on Form S-1, No.
33-74622.)
10.2+ 1993 Share Option Plan. (Incorporated by reference to
Exhibit 10.2 of the Company's registration statement
on Form S-1, No. 33-74622.)
10.3+ Executives' Share Option Scheme, as amended.
(Incorporated by reference to Exhibit 10.3 of the
Company's registration statement on Form S-1, No.
33-74622.)
10.4+ Executives' Incentive Share Scheme, as amended.
(Incorporated by reference to Exhibit 10.4 of the
Company's registration statement on Form S-1, No.
33-74622.)
10.5+ nCHIP, Inc. Amended and Restated 1988 Stock Option
Plan. (Incorporated by reference to Exhibit 10.5 of
the Company's registration statement on Form S-4, No.
33-85842.)
16.
18
10.6 Purchase and Sale Agreement dated as of March 28,
1995 by and between Metropolitan Life Insurance
Company and Flextronics Technologies, Inc.
(Incorporated by reference to Exhibit 10.6 of the
Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1995.)
10.7* Agreement to Grant Options dated as of June 9, 1995
between the Company and Lifescan. (Incorporated by
reference to Exhibit 10.7 of the Company's Annual
Report on Form 10-K for the fiscal year ended March
31, 1995.)
10.8 Letter Agreement between the Registrant and Citibank
N.A. Singapore dated October 25, 1994. (Incorporated
by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1994.)
10.9 Negative Pledge Agreement between the Registrant and
Citibank N.A. Singapore. (Incorporated by reference
to Exhibit 10.9 of the Company's registration
statement on Form S-4, No. 33-85842.)
10.10 Promissory Note dated April 26, 1994 executed by
FlexTracker in favor of the Registrant. (Incorporated
by reference to Exhibit 10.10 of the Company's
registration statement on Form S-4, No. 33-85842.)
10.11 Promissory Note dated August 24, 1994 executed by
nCHIP in favor of the Registrant. (Incorporated by
reference to Exhibit 10.11 of the Company's
registration statement on Form S-4, No. 33-85842.)
10.12 Promissory Note dated September 30, 1994 executed by
nCHIP in favor of the Registrant. (Incorporated by
reference to Exhibit 10.12 of the Company's
registration statement on Form S-4, No. 33-85842.)
10.13 Sale and Purchase Agreement dated June 8, 1994,
between Raylee Industries Sdn. Bhd. and the
Registrant. (Incorporated by reference to Exhibit
10.13 of the Company's registration statement on Form
S-4, No. 33-85842.)
10.14 Term Loan Facility dated September 14, 1994 between
Arab-Malaysian Merchant Bank and the Registrant.
(Incorporated by reference to Exhibit 10.14 of the
Company's registration statement on Form S-4, No.
33-85842.)
10.15 Promissory Note dated December 1, 1994 executed by
nCHIP in favor of the Registrant. (Incorporated by
reference to Exhibit 10.15 of the Company's
registration statement on Form S-4, No. 33-85842.)
10.16 Promissory Note dated December 9, 1994 executed by
nCHIP in favor of the Company. (Incorporated by
reference to Exhibit 10.16 of the Company's
registration statement on Form S-4, No. 33-85842.)
10.17 Agreement Amending Promissory Notes dated as of
November 15, 1994 between the Company and nCHIP.
(Incorporated by reference to Exhibit 10.17 of the
Company's registration statement on Form S-4, No.
33-85842.)
10.18 Letter Agreement dated December 6, 1994 between the
Company and Malayan Banking Berhad. (Incorporated by
reference to Exhibit 10.18 of the Company's
registration statement on Form S-4, No. 33-85842.)
10.19 Corporate Letter of Guarantee dated January 20, 1995
between the Company and Malayan Banking Berhad.
(Incorporated by reference to Exhibit 10.1 of the
17.
19
Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended December 31, 1994.)
10.20 Letter of Agreement dated October 6, 1995 between
Flextronics Singapore Pte. Ltd. and Malayan Banking
Berhad. (Incorporated by reference to Exhibit 10.1 of
the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1995.)
10.21 Bridge Loan Facility dated May 14, 1996 between The
Bank of Boston, Singapore Branch and Flextronics
Singapore Pte Ltd. dated May 14, 1996.
10.22 Bridge Loan Facility dated January 29, 1996 between
The Bank of Boston, Singapore Branch and Flextronics
Singapore Pte. Ltd.
10.23 Letter Agreement dated July 12, 1994 between Bank of
America NT&SA and the Registrant. (Incorporated by
reference to Exhibit 10.1 of the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June
30, 1994.)
10.24 Negative Pledge Agreement between the Registrant and
Bank of America NT&SA. (Incorporated by reference to
Exhibit 10.2 of the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30,
1994.)
10.25 Standard Commercial Lease dated May 1, 1995 between
H.B. Industrial Properties and Flextronics
Technologies, Inc. (Incorporated by reference to
Exhibit 10.25 of the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 1995.)
10.26 Lease Agreement dated as of October 1, 1994 among
Shenzhen Xinan Industrial Shareholdings Limited,
Flextronics Industrial (Shenzhen) Limited and
Flextronics Singapore Pte Ltd. (Incorporated by
reference to Exhibit 10.25 of the Company's Annual
Report on Form 10-K for the fiscal year ended March
31, 1995.)
10.27 Lease Agreement dated as of January 2, 1995 between
Shenzhen Xinan Industrial Shareholdings Limited and
Flextronics Industrial (Shenzhen) Limited.
(Incorporated by reference to Exhibit 10.25 of the
Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1995.)
10.28+ Services Agreement between the Registrant and Stephen
Rees dated as of January 6, 1996. (Incorporated by
reference to Exhibit 10.1 of the Company's Current
Report on Form 8-K for the event reported on February
2, 1996.)
10.29+ Supplemental Services Agreement between Astron and
Stephen Rees dated as of January 6, 1996.
(Incorporated by reference to Exhibit 10.2 of the
Company's Current Report on Form 8-K for the event
reported on February 2, 1996.)
10.30* OEM Purchase Agreement between Apple Computer Inc.
and the Company dated November 3, 1995 and effective
as of July 10, 1995. (Incorporated by reference to
Exhibit 10.1 of the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1995.)
10.31* License Agreement between the Company and Global
Village Communication dated November 3, 1995 and
effective as of July 10, 1995. (Incorporated by
reference to Exhibit 10.2 of the Company's Quarterly
Report on Form 10-Q for the quarter ended December
31, 1995.)
18.
20
10.32 Lease Agreement dated November 23, 1994 between China
Merchants Shekou Industrial Zone Real Estate Company
and the Company. (Incorporated by reference to
Exhibit 10.2 of the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended December 31,
1994.)
10.33+ Employment and Noncompetition Agreement between the
Company and Bruce McWilliams. (Incorporated by
reference to Exhibit 10.33 of the Company's
registration statement on Form S-4, No. 33-85842.)
10.34+ Promissory Note dated April 17, 1995 executed by
Michael E. Marks in favor of Flextronics
Technologies, Inc. (Incorporated by reference to
Exhibit 10.34 to the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 1995.)
10.35+ Employment and Noncompetition Agreement between the
Company and David Tuckerman. (Incorporated by
reference to Exhibit 10.35 of the Company's
registration statement on Form S-4, No. 33-85842.)
10.36+ Service Agreement dated July 8, 1993 between the
Registrant and Dennis P. Stradford. (Incorporated by
reference to Exhibit 10.36 of the Company's
registration statement on Form S-1, No. 33-74622.)
10.37+ Service Agreement dated July 8, 1993 between the
Registrant and Tsui Sung Lam. (Incorporated by
reference to Exhibit 10.37 of the Company's
registration statement on Form S-1, No. 33-74622.)
10.38+ Service Agreement dated July 8, 1993 between the
Registrant and Goh Chan Peng. (Incorporated by
reference to Exhibit 10.38 of the Company's
registration statement on Form S-1, No. 33-74622.)
10.39+ Service Agreement dated July 8, 1993 between the
Registrant and Teo Buck Song. (Incorporated by
reference to Exhibit 10.39 of the Company's
registration statement on Form S-1, No. 33-74622.)
10.40+ Employment Agreement dated May 1, 1994 between the
Registrant and Hans Nilsson. (Incorporated by
reference to Exhibit 10.40 of the Company's Annual
Report on Form 10-K for the fiscal year ended March
31, 1994.)
10.41* Printed Circuit Board Assembly Services Agreement
between Lifescan Inc., a Johnson & Johnson Company,
and the Registrant dated November 1, 1992.
(Incorporated by reference to Exhibit 10.41 of the
Company's registration statement on Form S-1, No.
33-74622.)
10.42 [Reserved.]
10.43 [Reserved.]
10.44 Tenancy of Flatted Factory Unit dated February 28,
1996 between Jurong Town Corporation and the
Registrant.
10.45 Tenancy of Flatted Factory Unit dated May 14, 1993
between Jurong Town Corporation and the Registrant.
(Incorporated by reference to Exhibit 10.45 of the
Company's registration statement on Form S-1, No.
33-74622.)
10.46 [Reserved.]
19.
21
10.47 [Reserved.]
10.48 Lease Agreement dated August 1, 1995 between Mr. Carl
Curtis and the Company.
10.49 [Reserved.]
10.50 [Reserved.]
10.51 Lease Agreement between China Merchants' Shekou
Industrial Real Estate Company and Registrant
(English translation of material terms) dated August
15, 1995.
10.52+ Flextronics Asia U.S.A. 401(k) plan. (Incorporated by
reference to Exhibit 10.52 of the Company's
registration statement on Form S-1, No. 33-74622.)
10.53 Acquisition and Subscription Agreement dated June 30,
1993 between FI Liquidating Company, Inc., Asian
Oceanic Nominees and Custodians Limited, N.T.
Butterfield Trustee (Bermuda) Limited, Overseas Asset
Holdings, Inc., JF Asia Select Limited, the Executive
Representative, Flex Holdings Pte Limited, CLG
Partners, L.P. and the Liquidators of Asian Oceanic
Nominees and Custodians Limited. (Incorporated by
reference to Exhibit 10.53 of the Company's
registration statement on Form S-1, No. 33-74622.)
11.1 Statement regarding computation of per share
earnings.
13.1 Annual Report to Shareholders.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Auditors.
27 Financial Data Schedule.
- -------------------
* Confidential treatment requested for portions of agreement.
+ Management contract or compensatory plan or arrangement.
(d) See Item 14(a).
20.
22
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: June 28, 1996
FLEXTRONICS INTERNATIONAL LTD.
By: /s/ MICHAEL E. MARKS
------------------------
Michael E. Marks
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Michael E. Marks
and Goh Chan Peng and each one of them, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any and all
amendments to this Report (including any and all amendments), and to file the
same, with 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 Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MICHAEL E. MARKS Chairman of the Board, and Chief Executive June 28, 1996
- --------------------------------- Officer (principal executive officer)
Michael E. Marks
/s/ TSUI SUNG LAM President, Chief Operating Officer and June 28, 1996
- --------------------------------- Director
Tsui Sung Lam
/s/ GOH CHAN PENG Chief Financial Officer (principal financial and June 28, 1996
- --------------------------------- accounting officer)
Goh Chan Peng
/s/ ROBERT R.B. DYKES Director June 28, 1996
- ---------------------------------
Robert R.B. Dykes
/s/ BERNARD J. LACROUTE Director June 28, 1996
- ---------------------------------
Bernard J. Lacroute
/s/ MICHAEL J. MORITZ Director June 28, 1996
- ---------------------------------
Michael J. Moritz
/s/ STEPHEN J.L. REES Chairman, Astron Group Limited June 28, 1996
- --------------------------------- Director
Stephen J.L. Rees
/s/ ANDREW W. RUSSELL Director June 28, 1996
- ---------------------------------
Andrew W. Russell
/s/ RICHARD L. SHARP Director June 28, 1996
- ---------------------------------
Richard L. Sharp
21.
23
EXHIBIT INDEX
Subsequentially
Exhibit Numbered
Number Document Description Page
- ------ -------------------- ----
2.1 Agreement and Plan of Reorganization dated as of September 12,
1994 among the Company, nCHIP Acquisition Corporation and
nCHIP (the "Reorganization Agreement"). Certain Disclosure
Schedules of nCHIP and the Company setting forth various
exceptions to the representations and warranties pursuant to
the Reorganization Agreement have been omitted. The Company
agrees to furnish supplementally a copy of any omitted
schedule to the Commission upon request. (Incorporated by
reference to Exhibits 2.1 through 2.6 of the Company's
registration statement on Form S-4, No. 33-85842.)
2.2 Amendment No. 1 to the Reorganization Agreement dated as of
December 8, 1994 among the Company, nCHIP Acquisition
Corporation and nCHIP. (Incorporated by reference to Exhibit
2.7 of the Company's registration statement on Form S-4, No.
33-85842.)
2.3 Share Purchase Agreement dated as of April 12, 1995 among the
Company, A&A and all of the shareholders of A&A.
(Incorporated by reference to Exhibit 2.1 of the Company's
Current Report on Form 8-K for the event reported on April
12, 1995.)
2.4 Asset Sale Agreement dated December 29, 1994 between
FlexTracker Sdn. Bhd. and Flextronics Malaysia Sdn. Bhd.
(Incorporated by reference to Exhibit 10.19 of the Company's
registration statement on Form S-4, No. 33-85842.)
2.5 Agreement among the Company, Alberton Holdings Limited and
Omac Sales Limited dated as of January 6, 1996. (Incorporated
by reference to Exhibit 2.1 of the Company's Current Report on
Form 8-K for the event reported on February 2, 1996.)
3.1 Memorandum of Association of the Company. (Incorporated by
reference to Exhibit 3.1 of the Company's registration
statement on Form S-1, No. 33-74622.)
3.2 Articles of Association of the Company. (Incorporated by
reference to Exhibit 3.2 of the Company's registration
statement on Form S-4, No. 33-85842.)
4.1 Registration Rights Agreement dated July 8, 1993, as amended.
(Incorporated by reference to Exhibit 10.34 of the Company's
registration statement on Form S-1, No. 33-74622.)
4.2 Registration Rights Agreement dated as of April 12, 1995 among
the Company and certain shareholders of A&A. (Incorporated
by reference to Exhibit 2.2 of the Company's Current Report on
Form 8-K for the event reported on April 12, 1995.)
10.1 Form of Indemnification Agreement between the Registrant and
its directors and certain officers. (Incorporated by reference
to Exhibit 10.1 of the Company's registration statement on
Form S-1, No. 33-74622.)
22.
24
10.2+ 1993 Share Option Plan. (Incorporated by reference to Exhibit
10.2 of the Company's registration statement on Form S-1, No.
33-74622.)
10.3+ Executives' Share Option Scheme, as amended. (Incorporated by
reference to Exhibit 10.3 of the Company's registration
statement on Form S-1, No. 33-74622.)
10.4+ Executives' Incentive Share Scheme, as amended. (Incorporated
by reference to Exhibit 10.4 of the Company's registration
statement on Form S-1, No. 33-74622.)
10.5+ nCHIP, Inc. Amended and Restated 1988 Stock Option Plan.
(Incorporated by reference to Exhibit 10.5 of the Company's
registration statement on Form S-4, No. 33-85842.)
10.6 Purchase and Sale Agreement dated as of March 28, 1995 by and
between Metropolitan Life Insurance Company and Flextronics
Technologies, Inc. (Incorporated by reference to Exhibit 10.6
of the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1995.)
10.7* Agreement to Grant Options dated as of June 9, 1995 between
the Company and Lifescan. (Incorporated by reference to
Exhibit 10.7 of the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1995.)
10.8 Letter Agreement between the Registrant and Citibank N.A.
Singapore dated October 25, 1994. (Incorporated by reference
to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 1994.)
10.9 Negative Pledge Agreement between the Registrant and Citibank
N.A. Singapore. (Incorporated by reference to Exhibit 10.9 of
the Company's registration statement on Form S-4, No.
33-85842.)
10.10 Promissory Note dated April 26, 1994 executed by FlexTracker
in favor of the registrant. (Incorporated by reference to
Exhibit 10.10 of the Company's registration statement on Form
S-4, No. 33-85842.)
10.11 Promissory Note dated August 24, 1994 executed by nCHIP in
favor of the Registrant. (Incorporated by reference to Exhibit
10.11 of the Company's registration statement on Form S-4, No.
33-85842.)
10.12 Promissory Note dated September 30, 1994 executed by nCHIP in
favor of the Registrant. (Incorporated by reference to Exhibit
10.12 of the Company's registration statement on Form S-4, No.
33-85842.)
10.13 Sale and Purchase Agreement dated June 8, 1994, between Raylee
Industries Sdn. Bhd. and the Registrant. (Incorporated by
reference to Exhibit 10.13 of the Company's registration
statement on Form S-4, No. 33-85842.)
10.14 Term Loan Facility dated September 14, 1994 between
Arab-Malaysian Merchant Bank and the Registrant. (Incorporated
by reference to Exhibit 10.14 of the Company's registration
statement on Form S-4, No. 33-85842.)
23.
25
10.15 Promissory Note dated December 1, 1994 executed by nCHIP in
favor of the Registrant. (Incorporated by reference to Exhibit
10.15 of the Company's registration statement on Form S-4, No.
33-85842.)
10.16 Promissory Note dated December 9, 1994 executed by nCHIP in
favor of the Company. (Incorporated by reference to Exhibit
10.16 of the Company's registration statement on Form S-4, No.
33-85842.)
10.17 Agreement Amending Promissory Notes dated as of November 15,
1994 between the Company and nCHIP. (Incorporated by reference
to Exhibit 10.17 of the Company's registration statement on
Form S-4, No. 33-85842.)
10.18 Letter Agreement dated December 6, 1994 between the Company
and Malayan Banking Berhad. (Incorporated by reference to
Exhibit 10.18 of the Company's registration statement on Form
S-4, No. 33-85842.)
10.19 Corporate Letter of Guarantee dated January 20, 1995 between
the Company and Malayan Banking Berhad. (Incorporated by
reference to Exhibit 10.1 of the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended December 31, 1994.)
10.20 Letter of Agreement dated October 6, 1995 between Flextronics
Singapore Pte. Ltd. and Malayan Banking Berhad. (Incorporated
by reference to Exhibit 10.1 of the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 1995.)
10.21 Bridge Loan Facility dated May 14, 1996 between The Bank of
Boston, Singapore Branch and Flextronics, Singapore Pte Ltd.
dated May 14, 1996
10.22 Bridge Loan Facility dated January 29, 1996 between The Bank
of Boston, Singapore Branch and Flextronics Singapore Pte.
Ltd.
10.23 Letter Agreement dated July 12, 1994 between Bank of America
NT&SA and the Registrant. (Incorporated by reference to
Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1994.)
10.24 Negative Pledge Agreement between the Registrant and Bank of
America NT&SA. (Incorporated by reference to Exhibit 10.2 of
the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1994.)
10.25 Standard Commercial Lease dated May 1, 1995 between H.B.
Industrial Properties and Flextronics Technologies, Inc.
(Incorporated by reference to Exhibit 10.25 of the Company's
Annual Report on Form 10-K for the fiscal year ended March 31,
1995.)
10.26 Lease Agreement dated as of October 1, 1994 among Shenzhen
Xinan Industrial Shareholdings Limited, Flextronics Industrial
(Shenzhen) Limited and Flextronics Singapore Pte Ltd.
(Incorporated by reference to Exhibit 10.25 of the Company's
Annual Report on Form 10-K for the fiscal year ended March 31,
1995.)
24.
26
10.27 Lease Agreement dated as of January 2, 1995 between Shenzhen
Xinan Industrial Shareholdings Limited and Flextronics
Industrial (Shenzhen) Limited. (Incorporated by reference to
Exhibit 10.25 of the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1995.)
10.28+ Services Agreement between the Registrant and Stephen Rees
dated as of January 6, 1996. (Incorporated by reference to
Exhibit 10.1 of the Company's Current Report on Form 8-K for
the event reported on February 2, 1996.)
10.29+ Supplemental Services Agreement between Astron and Stephen
Rees dated as of January 6, 1996. (Incorporated by reference
to Exhibit 10.2 of the Company's Current Report on Form 8-K
for the event reported on February 2, 1996.)
10.30* OEM Purchase Agreement between Apple Computer Inc. and the
Company dated November 3, 1995 and effective as of July 10,
1995. (Incorporated by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995.)
10.31* License Agreement between the Company and Global Village
Communication dated November 3, 1995 and effective as of July
10, 1995. (Incorporated by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995.)
10.32 Lease Agreement dated November 23, 1994 between China
Merchants Shekou Industrial Zone Real Estate Company and the
Company. (Incorporated by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1994.)
10.33+ Employment and Noncompetition Agreement between the Company
and Bruce McWilliams. (Incorporated by reference to Exhibit
10.33 of the Company's registration statement on Form S-4, No.
33-85842.)
10.34+ Promissory Note dated April 17, 1995 executed by Michael E.
Marks in favor of Flextronics Technologies, Inc. (Incorporated
by reference to Exhibit 10.34 to the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1995.)
10.35+ Employment and Noncompetition Agreement between the Company
and David Tuckerman. (Incorporated by reference to Exhibit
10.35 of the Company's registration statement on Form S-4, No.
33-85842.)
10.36+ Service Agreement dated July 8, 1993 between the Registrant
and Dennis P. Stradford. (Incorporated by reference to Exhibit
10.36 of the Company's registration statement on Form S-1, No.
33-74622.)
10.37+ Service Agreement dated July 8, 1993 between the Registrant
and Tsui Sung Lam. (Incorporated by reference to Exhibit 10.37
of the Company's registration statement on Form S-1, No.
33-74622.)
10.38+ Service Agreement dated July 8, 1993 between the Registrant
and Goh Chan Peng. (Incorporated by reference to Exhibit 10.38
of the Company's registration statement on Form S-1, No.
33-74622.)
10.39+ Service Agreement dated July 8, 1993 between the Registrant
and Teo Buck Song. (Incorporated by reference to Exhibit 10.39
of the Company's registration statement on Form S-1, No.
33-74622.)
25.
27
10.40+ Employment Agreement dated May 1, 1994 between the Registrant
and Hans Nilsson. (Incorporated by reference to Exhibit 10.40
of the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1994.)
10.41* Printed Circuit Board Assembly Services Agreement between
Lifescan Inc., a Johnson & Johnson Company, and the Registrant
dated November 1, 1992. (Incorporated by reference to Exhibit
10.41 of the Company's registration statement on Form S-1, No.
33-74622.)
10.42 [Reserved.]
10.43 [Reserved.]
10.44 Tenancy of Flatted Factory Unit dated February 28, 1996
between Jurong Town Corporation and the Registrant.
10.45 Tenancy of Flatted Factory Unit dated May 14, 1993 between
Jurong Town Corporation and the Registrant. (Incorporated by
reference to Exhibit 10.45 of the Company's registration
statement on Form S-1, No. 33-74622.)
10.46 [Reserved.]
10.47 [Reserved.]
10.48 Lease Agreement dated August 1, 1995 between Mr. Carl Curtis
and the Company.
10.49 [Reserved.]
10.50 [Reserved.]
10.51 Lease Agreement between China Merchants' Shekou Industrial
Real Estate Company and Registrant (English translation of
material terms) dated August 15, 1995.
10.52+ Flextronics Asia U.S.A. 401(k) plan. (Incorporated by
reference to Exhibit 10.52 of the Company's registration
statement on Form S-1, No. 33-74622.)
10.53 Acquisition and Subscription Agreement dated June 30, 1993
between FI Liquidating Company, Inc., Asian Oceanic Nominees
and Custodians Limited, N.T. Butterfield Trustee (Bermuda)
Limited, Overseas Asset Holdings, Inc., JF Asia Select
Limited, the Executive Representative, Flex Holdings Pte
Limited, CLG Partners, L.P. and the Liquidators of Asian
Oceanic Nominees and Custodians Limited. (Incorporated by
reference to Exhibit 10.53 of the Company's registration
statement on Form S-1, No. 33-74622.)
11.1 Statement regarding computation of per share earnings.
13.1 Annual Report to Shareholders.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Auditors.
27 Financial Data Schedule.
- -------------------
* Confidential treatment requested for portions of agreement.
+ Management contract or compensatory plan or arrangement.
(d) See Item 14(a).
26.