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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2001
REGISTRATION NO. 333-56230
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FLEXTRONICS INTERNATIONAL LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SINGAPORE NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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11 UBI ROAD 1, #07-01/02
MEIBAN INDUSTRIAL BUILDING
SINGAPORE 408723
(65) 844-3366
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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MICHAEL E. MARKS
CHIEF EXECUTIVE OFFICER
FLEXTRONICS INTERNATIONAL LTD.
11 UBI ROAD 1, #07-01/02
MEIBAN INDUSTRIAL BUILDING
SINGAPORE 408723
(65) 844-3366
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
TIMOTHY STEWART, ESQ. DAVID K. MICHAELS, ESQ.
FLEXTRONICS INTERNATIONAL LTD. TRAM T. PHI, ESQ.
C/O FLEXTRONICS INTERNATIONAL USA, INC. MELISSA JOE, ESQ.
2090 FORTUNE DRIVE FENWICK & WEST LLP
SAN JOSE, CA 95131 TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] __________
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS
FLEXTRONICS INTERNATIONAL LTD.
Up To 1,200,000 Ordinary Shares
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The 1,200,000 ordinary shares covered by this prospectus were previously
issued by us in our acquisition of certain assets from Ericsson Radio Systems
AB. These ordinary shares may be offered and sold over time by the shareholder
named in this prospectus under the heading "Selling Shareholder," by its
pledgees or donees, or by other transferees that receive the ordinary shares in
transfers other than public sales.
The selling shareholder may sell its Flextronics shares on Nasdaq, on the
over-the-counter market, in connection with the writing of exchange-traded call
options, in negotiated transactions or otherwise, and these sales may be at
prevailing market prices or in private transactions at negotiated prices. They
may sell the shares directly, or may sell them through underwriters, brokers or
dealers. Underwriters, brokers or dealers may receive discounts, concessions or
commissions from the selling shareholder, and this compensation might be in
excess of the compensation customary in the type of transaction involved. See
"Plan of Distribution."
We will not receive any of the proceeds from the sale of these shares.
The ordinary shares are quoted on the Nasdaq National Market under the
symbol "FLEX." On February 28, 2001, the closing sale price of the ordinary
shares was $26.50 per share.
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THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , 2001.
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TABLE OF CONTENTS
PAGE
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Where You Can Find More Information......................... 1
Forward-Looking Statements.................................. 2
Flextronics International Ltd............................... 2
Enforcement of Civil Liabilities............................ 2
Risk Factors................................................ 3
Use of Proceeds............................................. 9
Selling Shareholder......................................... 10
Plan of Distribution........................................ 10
Legal Matters............................................... 12
Experts..................................................... 12
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. We have filed with the SEC a registration statement on
Form S-3 under the Securities Act with respect to the ordinary shares offered
under this prospectus. This prospectus does not contain all of the information
in the registration statement, parts of which we have omitted, as allowed under
the rules and regulations of the SEC. You should refer to the registration
statement for further information with respect to us and our ordinary shares.
Copies of this registration statement, along with the reports, proxy statements
and other information filed with the SEC, may be read and copied at the SEC's
public reference room at 450 Fifth Street, N.W., Washington D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. Our SEC filings are also available on the SEC's website at
"http://www.sec.gov."
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below, and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the sale of all the shares covered
by this prospectus:
- our Annual Report on Form 10-K for the fiscal year ended March 31, 2000;
- our Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30,
2000, September 30, 2000 and December 31, 2000;
- our Current Reports on Form 8-K filed with the Commission on April 18,
2000, June 13, 2000, June 19, 2000, June 22, 2000, June 27, 2000,
September 15, 2000, September 20, 2000, September 20, 2000, November 14,
2000, January 29, 2001, February 1, 2001 and February 8, 2001; and
- the description of our ordinary shares contained in our Registration
Statement on Form 8-A dated January 31, 1994.
You may request a copy of these filings, at no cost, by writing or
telephoning us at:
Flextronics International Ltd.
c/o Flextronics International USA, Inc.
2245 Lundy Drive
San Jose, California 95131
Attention: Laurette F. Slawson
Treasurer and Director of Investor Relations
Telephone: (408) 576-7000
You may also review copies of documents that are incorporated by reference
at our web site. The address of the site is http://www.flextronics.com.
Information contained in our website does not constitute a part of this
prospectus.
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement, other than any information
superseded by a later document filed with the SEC and incorporated by reference
in this prospectus. We have not authorized anyone else to provide you with
different information. The selling shareholder may not make an offer of these
shares in any state where the offer is not permitted. You should not assume that
the information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
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FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated by reference in the
prospectus, contain forward-looking statements. The words "will," "may,"
"designed to," "outlook," "believes," "should," "anticipates," "plans,"
"expects," "intends," "estimates" and similar expressions identify these
forward-looking statements. These forward-looking statements are contained
principally under the headings "Flextronics International Ltd." and "Risk
Factors." Because these forward-looking statements are also subject to risks and
uncertainties, actual results may differ materially from the expectations
expressed in the forward-looking statements. Important factors that could cause
actual results to differ materially from the expectations reflected in the
forward-looking statements include those described in "Risk Factors," as well
as:
- our ability to integrate acquired companies and manage expanding
operations;
- fluctuations in our customers' requirements and in demand for their
products;
- our strategic relationship with Ericsson;
- increased competition;
- component shortages;
- the risks of the photonics market, including the emergence of new
technologies;
- tax matters; and
- currency fluctuations.
In addition, these forward-looking statements are subject to the other
risks and uncertainties discussed under "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Certain Factors Affecting
Operating Results" in our most recent reports filed with the Securities and
Exchange Commission on Form 10-K and Form 10-Q. We undertake no obligation to
update or revise these forward-looking statement to reflect subsequent events or
circumstances.
FLEXTRONICS INTERNATIONAL LTD.
We are the second largest provider of advanced electronics manufacturing
services to original equipment manufacturers, or OEMs, primarily in the
telecommunications, networking, consumer electronics and computer industries. We
provide a network of design, engineering and manufacturing operations in 27
countries across four continents. Our strategy is to provide customers with
end-to-end solutions where we take responsibility for engineering, supply chain
management, new product introduction and implementation, manufacturing and
logistics management, with the goal of delivering of a complete packaged
product. Our manufacturing services include the fabrication and assembly of
plastic and metal enclosures, PCBs and backplanes and the assembly of complete
systems and products. In addition, through our photonics division, we
manufacture and assemble photonics components and integrate them into PCB
assemblies and other systems. Throughout the production process, we offer design
and technology services; logistics services, such as materials procurement,
inventory management, vendor management, packaging and distribution; and
automation of key components of the supply chain through advanced information
technologies. In addition, we have added other after-market services such as
network installation. We believe that our size and global presence, our ability
to provide a full spectrum of design, manufacturing and logistics services and
our advanced information technology expertise enable us to win large programs
from leading multinational OEMs for the manufacture of advanced electronics
products.
ENFORCEMENT OF CIVIL LIABILITIES
We are incorporated in Singapore under the Companies Act. Some of our
directors and executive officers reside in Singapore. All or a substantial
portion of the assets of such persons, and a substantial portion of our assets,
are located outside the United States. As a result, it may not be possible for
persons
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purchasing ordinary shares to effect service of process within the United States
upon such persons or Flextronics or to enforce against them, in the United
States courts, judgments obtained in such courts predicated upon the civil
liability provisions of the federal securities laws of the United States. We
have been advised by our Singapore legal advisors, Allen & Gledhill, that there
is doubt as to the enforceability in Singapore courts, either in original
actions or in actions for the enforcement of judgments of United States courts,
of civil liabilities predicated upon the federal securities laws of the United
States.
RISK FACTORS
This offering involves a high degree of risk. You should carefully consider
the risks described below and the other information in this prospectus,
including the information incorporated by reference, before deciding to invest
in our ordinary shares. If any of the risks described below materializes, our
operating results and financial condition could be adversely affected and the
trading price of our ordinary shares could decline.
IF WE DO NOT MANAGE EFFECTIVELY THE EXPANSION OF OUR OPERATIONS, OUR BUSINESS
MAY BE HARMED.
We have grown rapidly in recent periods. Our workforce has more than
tripled in size over the last year as a result of internal growth and
acquisitions. This growth is likely to strain considerably our management
control system and resources, including decision support, accounting management,
information systems and facilities. If we do not continue to improve our
financial and management controls, reporting systems and procedures to manage
our employees effectively and to expand our facilities, our business could be
harmed.
We plan to increase our manufacturing capacity by expanding our facilities
and adding new equipment. Such expansion involves significant risks, including,
but not limited to, the following:
- we may not be able to attract and retain the management personnel and
skilled employees necessary to support expanded operations;
- we may not efficiently and effectively integrate new operations and
information systems, expand our existing operations and manage
geographically dispersed operations;
- we may incur cost overruns;
- we may encounter construction delays, equipment delays or shortages,
labor shortages and disputes and production start-up problems that could
harm our growth and our ability to meet customers' delivery schedules;
and
- we may not be able to obtain funds for this expansion, and we may not be
able to obtain loans or operating leases with attractive terms.
In addition, we expect to incur new fixed operating expenses associated
with our expansion efforts that will increase our cost of sales, including
substantial increases in depreciation expense and rental expense. If our
revenues do not increase sufficiently to offset these expenses, our operating
results would be seriously harmed. Our expansion, both through internal growth
and acquisitions, has contributed to our incurring significant accounting
charges. For example, in connection with our acquisitions of The DII Group, Palo
Alto Products International, Chatham and Lightning, we recorded one-time charges
of approximately $255.0 million, and in connection with the issuance of an
equity instrument to Motorola relating to our alliance with Motorola, we
recorded a one-time non-cash charge of approximately $286.5 million.
OUR STRATEGIC RELATIONSHIP WITH ERICSSON CREATES RISKS.
While we have entered into a non-binding memorandum of understanding with
Ericsson with respect to our management of its mobile telephone operations, we
have not negotiated or entered into any definitive agreements. The memorandum of
understanding is only an expression of the parties' current intentions, and the
relationship as described in the memorandum of understanding is subject to
change in
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the definitive agreements. In addition, the memorandum of understanding does not
address a number of terms that will be set forth in the definitive agreements,
and these terms may affect our ability to obtain the anticipated benefits of
this relationship. We anticipate commencing operations under this relationship
in April 2001, but we cannot be sure when, or whether, we will enter into
definitive agreements for this relationship or commence operations. Further, we
cannot assure you as to the final terms of any definitive agreement or as to the
duration of our anticipated relationship with Ericsson. Finally, we cannot be
sure when, or whether, we will obtain the regulatory approvals that are required
for this relationship.
Once we commence operations, our ability to achieve any of the anticipated
benefits of this new relationship with Ericsson is subject to a number of risks,
including our ability to meet Ericsson's volume, product quality, timeliness and
price requirements, and to achieve anticipated cost reductions. If demand for
Ericsson's mobile phone products declines, Ericsson may purchase a lower
quantity of products from us than we anticipate, and the memorandum of
understanding does not require that Ericsson purchase any specified volume of
products from us. If Ericsson's requirements exceed the volume anticipated by
us, we may not be able to meet these requirements on a timely basis. Our
inability to meet Ericsson's volume, quality, timeliness and cost requirements,
and to quickly resolve any issues with Ericsson, could seriously harm our
results of operations. As a result of these and other risks, we may be unable to
achieve anticipated levels of profitability under this arrangement, and it may
not result in any material revenues or contribute positively to our net income
per share. Finally, other OEMs may not wish to obtain logistics or operations
management services from us.
WE MAY ENCOUNTER DIFFICULTIES WITH ACQUISITIONS, WHICH COULD HARM OUR BUSINESS.
In the past six months, we completed a significant number of acquisitions
of businesses and facilities, including our acquisitions of Chatham, JIT
Holdings and Lightning. We expect to continue to acquire additional businesses
and facilities in the future. We are currently in preliminary discussions to
acquire additional businesses and facilities. Any future acquisitions may
require additional debt or equity financing, which could increase our leverage
or be dilutive to our existing shareholders. We cannot assure the terms of, or
that we will complete, any acquisitions in the future.
To integrate acquired businesses, we must implement our management
information systems and operating systems and assimilate and manage the
personnel of the acquired operations. The difficulties of this integration may
be further complicated by geographic distances. The integration of acquired
businesses may not be successful and could result in disruption to other parts
of our business.
In addition, acquisitions involve a number of other risks and challenges,
including, but not limited to:
- diversion of management's attention;
- potential loss of key employees and customers of the acquired companies;
- lack of experience operating in the geographic market of the acquired
business; and
- an increase in our expenses and working capital requirements.
Any of these and other factors could harm our ability to achieve
anticipated levels of profitability at acquired operations or realize other
anticipated benefits of an acquisition.
OUR OPERATING RESULTS VARY SIGNIFICANTLY.
We experience significant fluctuations in our results of operations. The
factors which contribute to fluctuations include:
- the timing of customer orders;
- the volume of these orders relative to our capacity;
- market acceptance of customers' new products;
- changes in demand for customers' products and product obsolescence;
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- our ability to manage the timing and amount of our procurement of
components to avoid delays in production and excess inventory levels;
- the timing of our expenditures in anticipation of future orders;
- our effectiveness in managing manufacturing processes and costs;
- changes in the cost and availability of labor and components;
- changes in our product mix;
- changes in economic conditions;
- local factors and events that may affect our production volume, such as
local holidays; and
- seasonality in customers' product requirements.
One of our significant end-markets is the consumer electronics market. This
market exhibits particular strength toward the end of the calendar year in
connection with the holiday season. As a result, we have historically
experienced relative strength in revenues in our third fiscal quarter.
We are reconfiguring certain of our operations to further increase our
concentration in low-cost locations. We expect that this shift of operations
will result in a one-time charge in the fourth quarter of fiscal 2001. In
addition, some of our customers are currently experiencing increased volatility
in demand, and in some cases reduced demand, for their products. This increases
the difficulty of anticipating the levels and timing of future revenues from
these customers, and could lead them to defer delivery schedules for products,
which could lead to a reduction or delay in such revenues. Any of these factors
or a combination of these factors could seriously harm our business and result
in fluctuations in our results of operations.
WE HAVE NEW STRATEGIC RELATIONSHIPS FROM WHICH WE ARE NOT YET RECEIVING
SIGNIFICANT REVENUES, AND MAY NOT REACH ANTICIPATED LEVELS.
We have recently announced major new strategic relationships, including our
alliances with Ericsson and Motorola, from which we anticipate significant
future revenues. However, similar to our other customer relationships, there are
no volume purchase commitments under these new programs, and the revenues we
actually achieve may not meet our expectations. In anticipation of future
activities under these programs, we are incurring substantial expenses as we add
personnel and manufacturing capacity and procure materials. Our operating
results will be seriously harmed if sales do not develop to the extent and
within the time frame we anticipate.
OUR CUSTOMERS MAY CANCEL THEIR ORDERS, CHANGE PRODUCTION QUANTITIES OR DELAY
PRODUCTION.
Electronics manufacturing service providers must provide increasingly rapid
product turnaround for their customers. We generally do not obtain firm,
long-term purchase commitments from our customers and we continue to experience
reduced lead-times in customer orders. Customers may cancel their orders, change
production quantities or delay production for a number of reasons.
Cancellations, reductions or delays by a significant customer or by a group of
customers would seriously harm our results of operations.
In addition, we make significant decisions, including determining the
levels of business that we will seek and accept, production schedules, component
procurement commitments, personnel needs and other resource requirements, based
on our estimates of customer requirements. The short-term nature of our
customers' commitments and the possibility of rapid changes in demand for their
products reduces our ability to estimate accurately future customer
requirements. This makes it difficult to schedule production and maximize
utilization of our manufacturing capacity. We often increase staffing, purchase
materials and incur other expenses to meet the anticipated demand of our
customers. Anticipated orders may not materialize, and delivery schedules may be
deferred as a result of changes in demand for our customers' products. On
occasion, customers may require rapid increases in production, which can stress
our resources and reduce margins. Although we have increased our manufacturing
capacity, and plan further increases,
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we may not have sufficient capacity at any given time to meet our customers'
demands. In addition, because many of our costs and operating expenses are
relatively fixed, a reduction in customer demand could harm our gross margins
and operating income.
WE DEPEND ON THE CONTINUING TREND OF OUTSOURCING BY OEMS.
A substantial factor in our revenue growth is the transfer of manufacturing
and supply base management activities from our OEM customers. Future growth
partially depends on new outsourcing opportunities. To the extent that these
opportunities are not available, our future growth would be unfavorably impacted
These outsourcing opportunities may include the transfer of assets such as
facilities, equipment and inventory.
THE MAJORITY OF OUR SALES COMES FROM A SMALL NUMBER OF CUSTOMERS; IF WE LOSE ANY
OF THESE CUSTOMERS, OUR SALES COULD DECLINE SIGNIFICANTLY.
Sales to our five largest customers have represented a significant
percentage of our net sales in recent periods. Our five largest customers in the
first nine months of fiscal 2001 and 2000 accounted for approximately 42% and
46% of net sales. Our two largest customers during the first nine months of
fiscal 2001 were Cisco and Ericsson, accounting for approximately 11% and 10% of
net sales. We expect that our strategic relationship with Ericsson will
substantially increase the percentage of our sales attributable to Ericsson. No
other customers accounted for more than 10% of net sales in the first nine
months of fiscal 2001. The identity of our principal customers have varied from
year to year, and our principal customers may not continue to purchase services
from us at current levels, if at all. Significant reductions in sales to any of
these customers, or the loss of major customers, would seriously harm our
business. If we are not able to timely replace expired, canceled or reduced
contracts with new business, our revenues would be harmed.
WE DEPEND ON THE TELECOMMUNICATIONS, NETWORKING AND ELECTRONICS INDUSTRIES WHICH
CONTINUALLY PRODUCE TECHNOLOGICALLY ADVANCED PRODUCTS WITH SHORT LIFE CYCLES;
OUR INABILITY TO CONTINUALLY MANUFACTURE SUCH PRODUCTS ON A COST-EFFECTIVE BASIS
WOULD HARM OUR BUSINESS.
We depend on sales to customers in the telecommunications, networking and
electronics industries. Factors affecting the electronics industry in general
could seriously harm our customers and, as a result, us. These factors include:
- the inability of our customers to adapt to rapidly changing technology
and evolving industry standards, which results in short product life
cycles;
- the inability of our customers to develop and market their products, some
of which are new and untested, the potential that our customers' products
may become obsolete or the failure of our customers' products to gain
widespread commercial acceptance; and
- recessionary periods in our customers' markets.
If any of these factors materialize, our business would suffer. Recently,
many sectors of the telecommunications, networking and electronics industries
have experienced pricing and margin pressures and reduced demand for many
products, and the impact of these pressures has caused, and is expected to
continue to cause, some customers to defer delivery schedules for certain
products that we manufacture for them.
OUR INDUSTRY IS EXTREMELY COMPETITIVE.
The electronics manufacturing services industry is extremely competitive
and includes hundreds of companies, several of which have achieved substantial
market share. Current and prospective customers also evaluate our capabilities
against the merits of internal production. Some of our competitors have
substantially greater market share and manufacturing, financial and marketing
resources than us.
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In recent years, many participants in the industry, including us, have
substantially expanded their manufacturing capacity. If overall demand for
electronics manufacturing services should decrease, this increased capacity
could result in substantial pricing pressures, which could seriously harm our
operating results.
WE MAY BE ADVERSELY AFFECTED BY SHORTAGES OF REQUIRED ELECTRONIC COMPONENTS.
A substantial majority of our net sales are derived from turnkey
manufacturing in which we are responsible for purchasing components used in
manufacturing our customers' products. We generally do not have long-term
agreements with suppliers of components. This typically results in our bearing
the risk of component price increases because we may be unable to procure the
required materials at a price level necessary to generate anticipated margins
from our agreements with our customers. Accordingly, component price changes
could seriously harm our operating results.
At various times, there have been shortages of some of the electronic
components that we use, and suppliers of some components have lacked sufficient
capacity to meet the demand for these components. Component shortages have
recently become more prevalent in our industry. In some cases, supply shortages
and delays in deliveries of particular components have resulted in curtailed
production, or delays in production, of assemblies using that component, which
has contributed to an increase in our inventory levels. We expect that shortages
and delays in deliveries of some components will continue. If we are unable to
obtain sufficient components on a timely basis, we may experience manufacturing
and shipping delays, which could harm our relationships with current or
prospective customers and reduce our sales.
OUR CUSTOMERS MAY BE ADVERSELY AFFECTED BY RAPID TECHNOLOGICAL CHANGE.
Our customers compete in markets that are characterized by rapidly changing
technology, evolving industry standards and continuous improvement in products
and services. These conditions frequently result in short product life cycles.
Our success will depend largely on the success achieved by our customers in
developing and marketing their products. If technologies or standards supported
by our customers' products become obsolete or fail to gain widespread commercial
acceptance, our business could be adversely affected.
WE ARE SUBJECT TO THE RISK OF INCREASED TAXES.
We have structured our operations in a manner designed to maximize income
in countries where (1) tax incentives have been extended to encourage foreign
investment or (2) income tax rates are low. We base our tax position upon the
anticipated nature and conduct of our business and upon our understanding of the
tax laws of the various countries in which we have assets or conduct activities.
However, our tax position is subject to review and possible challenge by taxing
authorities and to possible changes in law which may have retroactive effect. We
cannot determine in advance the extent to which some jurisdictions may require
us to pay taxes or make payments in lieu of taxes.
Several countries in which we are located allow for tax holidays or provide
other tax incentives to attract and retain business. We have obtained holidays
or other incentives where available. Our taxes could increase if certain tax
holidays or incentives are not renewed upon expiration, or tax rates applicable
to us in such jurisdictions are otherwise increased. In addition, further
acquisitions of businesses may cause our effective tax rate to increase.
WE CONDUCT OPERATIONS IN A NUMBER OF COUNTRIES AND ARE SUBJECT TO RISKS OF
INTERNATIONAL OPERATIONS.
The geographical distances between Asia, the Americas and Europe create a
number of logistical and communications challenges. Our manufacturing operations
are located in a number of countries throughout
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East Asia, the Americas and Europe. As a result, we are affected by economic and
political conditions in those countries, including:
- fluctuations in the value of currencies;
- changes in labor conditions;
- longer payment cycles;
- greater difficulty in collecting accounts receivable;
- the burdens and costs of compliance with a variety of foreign laws;
- political and economic instability;
- increases in duties and taxation;
- imposition of restrictions on currency conversion or the transfer of
funds;
- limitations on imports or exports;
- expropriation of private enterprises; and
- a potential reversal of current tax or other policies encouraging foreign
investment or foreign trade by our host countries.
The attractiveness of our services to our U.S. customers can be affected by
changes in U.S. trade policies, such as "most favored nation" status and trade
preferences for some Asian nations. In addition, some countries in which we
operate, such as Brazil, the Czech Republic, Hungary, Mexico, Malaysia and
Poland, have experienced periods of slow or negative growth, high inflation,
significant currency devaluations or limited availability of foreign exchange.
Furthermore, in countries such as Mexico and China, governmental authorities
exercise significant influence over many aspects of the economy, and their
actions could have a significant effect on us. Finally, we could be seriously
harmed by inadequate infrastructure, including lack of adequate power and water
supplies, transportation, raw materials and parts in countries in which we
operate.
WE ARE SUBJECT TO RISKS OF CURRENCY FLUCTUATIONS AND HEDGING OPERATIONS.
A significant portion of our business is conducted in the European euro,
the Swedish krona and the Brazilian real. In addition, some of our costs, such
as payroll and rent, are denominated in local currencies in the countries in
which we operate. In recent years, some of these currencies, including the
Hungarian forint, Brazilian real and Mexican peso, have experienced significant
devaluations. Changes in exchange rates between these and other currencies and
the U.S. dollar will affect our cost of sales, operating margins and revenues.
We cannot predict the impact of future exchange rate fluctuations. We use
financial instruments, primarily forward purchase contracts, to hedge Japanese
yen, European euro, U.S. dollar and other foreign currency commitments arising
from trade accounts payable and fixed purchase obligations. Because we hedge
only fixed obligations, we do not expect that these hedging activities will harm
our results of operations or cash flows. However, our hedging activities may be
unsuccessful, and we may change or reduce our hedging activities in the future.
As a result, we may experience significant unexpected expenses from fluctuations
in exchange rates.
WE DEPEND ON OUR KEY PERSONNEL.
Our success depends to a large extent upon the continued services of our
key executives, managers and skilled personnel. Generally our employees are not
bound by employment or non-competition agreements, and we cannot assure that we
will retain our key officers and employees. We could be seriously harmed by the
loss of key personnel. In addition, in order to manage our growth, we will need
to recruit and retain additional skilled management personnel and if we are not
able to do so, our business and our ability to continue to grow would be harmed.
8
12
WE ARE SUBJECT TO ENVIRONMENTAL COMPLIANCE RISKS.
We are subject to various federal, state, local and foreign environmental
laws and regulations, including those governing the use, storage, discharge and
disposal of hazardous substances in the ordinary course of our manufacturing
process. In addition, we are responsible for cleanup of contamination at some of
our current and former manufacturing facilities and at some third party sites.
If more stringent compliance or cleanup standards under environmental laws or
regulations are imposed, or if the results of future testing and analysis at our
current or former operating facilities indicate that we are responsible for the
release of hazardous substances, we may be subject to additional remediation
liability. Further, additional environmental matters may arise in the future at
sites where no problem is currently known or at sites that we may acquire in the
future. Currently unexpected costs that we may incur with respect to
environmental matters may result in additional loss contingencies, the
quantification of which cannot be determined at this time.
THE MARKET PRICE OF OUR ORDINARY SHARES IS VOLATILE.
The stock market in recent years has experienced significant price and
volume fluctuations that have affected the market prices of technology
companies. These fluctuations have often been unrelated to or disproportionately
impacted by the operating performance of these companies. The market for our
ordinary shares may be subject to similar fluctuations. Factors such as
fluctuations in our operating results, announcements of technological
innovations or events affecting other companies in the electronics industry,
currency fluctuations and general market conditions may have a significant
effect on the market price of our ordinary shares.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares by the
selling shareholder.
9
13
SELLING SHAREHOLDER
The following table sets forth information regarding the selling
shareholder and the shares that may be offered and sold from time to time by the
selling shareholder pursuant to this prospectus. The selling shareholder has not
held a position or office or had any material relationship with Flextronics. The
selling shareholder named below, together with any of its pledgees or donees,
and any person who may purchase shares offered hereby from the selling
shareholder in a private transaction in which they are assigned the
shareholder's rights to registration of its shares, is referred to in this
prospectus as the "selling shareholder."
Except as indicated below, the shares that may be offered and sold pursuant
to this prospectus represent all of the shares owned by the named selling
shareholder as of March 1, 2001. All of these shares were acquired by the
selling shareholder in connection with our acquisition of certain assets from
Ericsson Radio Systems AB. Percentage ownership is based upon approximately
476,394,418 outstanding ordinary shares as of March 1, 2001.
The selling shareholder may offer from time to time all or some of its
shares under this prospectus. Because the selling shareholder is not obligated
to sell its shares, and because the selling shareholder also may acquire our
publicly traded ordinary shares, we cannot estimate how many shares the selling
shareholder will own after this offering.
SHARES BENEFICIALLY
OWNED
PRIOR TO THE OFFERING
---------------------- SHARES BEING
NAME NUMBER PERCENT OFFERED
---- ---------- -------- ------------
Ericsson Radio Systems AB.................................. 1,200,000 * 1,200,000
- -------------------------
* Less than 1%.
PLAN OF DISTRIBUTION
The selling shareholder may sell or distribute some or all of the shares
from time to time through underwriters, dealers, brokers or other agents or
directly to one or more purchasers, including pledgees. The selling shareholder
may sell the shares on the Nasdaq National Market, in the over-the-counter
market or otherwise, at market prices prevailing at the time of sale, at prices
related to the prevailing market prices, or at negotiated prices or at fixed
prices, which may be changed. The selling shareholder may offer and sell some or
all of its shares through:
- a block trade in which a broker-dealer or other person may resell all or
part of the block, as principal or agent, in order to facilitate the
transaction;
- purchases by a broker-dealer or other person, as principal, and resell by
the broker-dealer for its account;
- pledges of shares to a broker-dealer or other person, who may, in the
event of default, purchase or sell the pledged shares; or
- ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
In addition, selling shareholder may enter into option, derivative or
hedging transactions with respect to the shares, and any related offers or sales
of shares may be made pursuant to this prospectus For example, the selling
shareholder may:
- enter into transactions involving short sales of the shares by
broker-dealers in the course of hedging the positions they assume with
selling shareholder;
- sell shares short themselves and deliver the shares registered hereby to
settle such short sales or to close out stock loans incurred in
connection with its short positions;
10
14
- write call options, put options or other derivative instruments
(including exchange-traded options or privately negotiated options) with
respect to the shares, or which they settle through delivery of the
shares;
- enter into option transactions or other types of transactions that
require the selling shareholder to deliver shares to a broker, dealer or
other financial institution, who may then resell or transfer the shares
under this prospectus; or
- loan the shares to a broker, dealer or other financial institution, who
may sell the loaned shares.
These option, derivative and hedging transactions may require the delivery
to a broker, dealer or other financial institution of shares offered hereby, and
such broker, dealer or other financial institution may resell such shares
pursuant to this prospectus. Selling shareholder also may resell all or a
portion of the shares in open market transactions in reliance upon Rule 144
under the Securities Act, provided they meet the criteria and comply with the
requirements of that rule.
Brokers, dealers, agents or underwriters participating in transactions as
agent may receive compensation in the form of discounts, concessions or
commissions from the selling shareholder (and, if they act as agent for the
purchaser of the shares, from such purchaser). The discounts, concessions or
commissions as to a particular broker, dealer, agent or underwriter might be in
excess of those customary in the type of transaction involved. This prospectus
also may be used.
The selling shareholder and any underwriters, brokers, dealers or agents
that participate in such distribution may be deemed to be "underwriters" within
the meaning of the Securities Act, and any discounts, commissions or concessions
received by any underwriters, brokers, dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act. Neither
Flextronics nor the selling shareholder can presently estimate the amount of
such compensation.
We will pay substantially all of the expenses incident to this offering of
the shares by the selling shareholder to the public other than commissions and
discounts of underwriters, brokers, dealers or agents. We have agreed to
indemnify the selling shareholder against certain liabilities, including
liabilities arising under the Securities Act, in connection with the offer and
sale of the shares, and the selling shareholder may indemnify brokers, dealers,
agents or underwriters that participate in transactions involving sales of the
shares against certain liabilities, including liabilities arising under the
Securities Act.
In order to comply with certain states' securities laws, if applicable, the
shares will be sold in jurisdictions only through registered or licensed brokers
or dealers. In addition, in certain states the shares may not be sold unless the
shares have been registered or qualified for sale in that state or an exemption
from registration or qualification is available and is complied with.
We may suspend the use of this prospectus if we learn of any event that
causes this prospectus to include an untrue statement of a material fact or omit
to state a material fact required to be stated in this prospectus or necessary
to make the statements in this prospectus not misleading in light of the
circumstances then existing. If this type of event occurs, a prospectus
supplement or post-effective amendment, if required, will be distributed to the
selling shareholder.
The shares offered under this prospectus were originally issued to Ericsson
Radio Systems AB in connection with our acquisition of certain assets from this
company pursuant to exemptions from the registration requirements of the
Securities Act provided by Section 4(2) thereof and/or Regulation D or
Regulation S under the Securities Act. In connection with this acquisition, we
agreed to register the ordinary shares offered under this prospectus under the
Securities Act.
In order to comply with certain states' securities laws, if applicable, the
shares will be sold in jurisdictions only through registered or licensed brokers
or dealers. In addition, in certain states the shares may not be sold unless the
shares have been registered or qualified for sale in that state or an exemption
from registration or qualification is available and is complied with.
11
15
LEGAL MATTERS
The validity of the securities offered hereby has been passed upon for us
by Allen & Gledhill, Singapore.
EXPERTS
Our consolidated financial statements and schedules appearing in our
Current Report (Form 8-K) filed with the SEC on January 29, 2001 incorporated by
reference in this registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as set forth in their reports. In those
reports, that firm states that with respect to certain subsidiaries its opinion
is based on the reports of other independent public accountants, namely Deloitte
& Touche LLP. The consolidated financial statements and supporting schedules
referred to above have been incorporated by reference herein in reliance upon
the authority of Arthur Andersen as experts in giving said reports.
The consolidated financial statements and schedules of The DII Group, Inc.
as of January 2, 2000 and January 3, 1999 and for each of the three years in the
period ended January 2, 2000 incorporated by reference in the Current Report on
Form 8-K of Flextronics International Ltd. filed on January 29, 2001,
incorporated by reference in this registration statement, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, and are
incorporated herein by reference in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
With respect to the unaudited interim financial information for the periods
ended March 31, 2000 and June 30, 1999 and 2000, Arthur Andersen LLP has applied
limited procedures in accordance with professional standards for a review of
that information. However, their separate report thereon states that they did
not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their report on that
information should be restricted in light of the limited nature of the review
procedures applied. In addition, the accountants are not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
report on the unaudited interim financial information because that report is not
a "report" or a "part" of the registration statement prepared or certified by
the accountants within the meaning of Sections 7 and 11 of the Act."
12
16
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
-------------------------
PROSPECTUS
-------------------------
, 2001
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
17
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an itemized statement of all estimated
expenses in connection with the issuance and distribution of the securities
being registered:
SEC Registration Fee........................................ $ 8,718.75
Printing and engraving expenses............................. 7,500.00
Legal expenses.............................................. 20,000.00
Blue Sky expenses........................................... 5,000.00
Accounting fees and expenses................................ 15,000.00
Miscellaneous............................................... 3,781.25
----------
Total..................................................... $60,000.00
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 155 of the Flextronics articles provides that, subject to the
Singapore Companies Act, every director or other officer shall be entitled to be
indemnified by Flextronics against all liabilities incurred by him in the
execution and discharge of his duties or in relation thereto, including any
liability in defending any proceedings, civil or criminal, which relate to
anything done or omitted or alleged to have been done or omitted by him as an
officer or employee of Flextronics and in which judgment is given in his favor,
or the proceedings otherwise disposed of without finding or admission of any
material breach of duty; in which he is acquitted; or in connection with any
application under any statute for relief from liability for any act or omission
in which relief is granted to him by the court.
In addition, no director or other officer shall be liable for the acts,
receipts, neglects or defaults of any other director or officer, joining in any
receipt or other act for conformity, any loss or expense happening to
Flextronics, through the insufficiency or deficiency of title to any property
acquired by order of the directors for Flextronics or for the insufficiency or
deficiency of any security upon which any of the moneys of Flextronics are
invested or for any loss or damage arising from the bankruptcy, insolvency or
tortious act of any person with whom any moneys, securities or effects are
deposited, or any other loss or misfortune which happens in the execution of his
duties, unless the same happens through his own negligence, willful default,
breach of duty or breach of trust.
Section 172 of the Companies Act prohibits a company from indemnifying its
directors or officers against liability which by law would otherwise attach to
them for any negligence, default, breach of duty or breach of trust of which
they may be guilty relating to the company. However, a company is not prohibited
from (a) purchasing and maintaining for any such officer insurance against any
such liability except where the liability arises out of conduct involving
dishonesty or a willful breach of duty, or (b) indemnifying such officer against
any liability incurred by him in defending any proceedings, whether civil or
criminal, in which judgment is given in his favor or in which he is acquitted,
or in connection with any application in relation to liability in which relief
is granted to him by the court.
Flextronics has entered into indemnification agreements with its officers
and directors. These indemnification agreements provide Flextronics' officers
and directors with indemnification to the maximum extent permitted by the
Companies Act. Flextronics has also obtained a policy of directors' and
officers' liability insurance that will insure directors and officers against
the cost of defense, settlement or payment of a judgment under certain
circumstances which are permitted under the Companies Act.
II-1
18
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
2.1 Exchange Agreement dated October 19, 1997 among the
Registrant, Neutronics Electronic Industries Holding A.G.
and the named shareholders of Neutronics Electronic
Industries Holding A.G. Certain schedules have been omitted.
The Registrant agrees to furnish supplementally a copy of
any omitted schedule to the Commission upon request.
(Incorporated by reference to Exhibit 2 of the Registrant's
Current Report on Form 8-K for the event reported on October
30, 1997.)
2.2 Agreement and Plan of Merger dated November 22, 1999 among
the Registrant, Slalom Acquisition Corp. and The DII Group,
Inc. Certain schedules have been omitted. The Registrant
agrees to furnish supplementally a copy of any omitted
schedule to the Commission upon request. (Incorporated by
reference to Exhibit 2.01 to Registrant's Current Report on
Form 8-K for the event reported on December 6, 1999.)
2.3 Agreement and Plan of Reorganization dated July 31, 2000
among the Registrant, Chatham Acquisition Corporation, and
Chatham Technologies, Inc. Certain schedules have been
omitted. The Registrant agrees to furnish supplementally a
copy of any omitted schedule to the Commission upon request.
(Incorporated by reference to Exhibit 2.1 of the
Registrant's Current Report on Form 8-K for the event
reported on September 15, 2000.)
2.4 Merger Agreement dated August 10, 2000 among the Registrant,
JIT Holdings Limited, Goh Thiam Poh Tommie and Goh Mui Teck
William, as amended. (Incorporated by reference to Exhibit
2.4 of the Registrant's Registration Statement on Form S-3
filed September 27, 2000.)
3.1 Memorandum and New Articles of Association of the
Registrant. (Incorporated by reference to Exhibit 3.01 of
the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended December 31, 2000.)
4.1 Indenture dated as of October 15, 1997 between the
Registrant and State Street Bank and Trust Company of
California, N.A., as trustee. (Incorporated by reference to
Exhibit 10.1 of the Registrant's Current Report on Form 8-K
for event reported on October 15, 1997.)
4.2 Credit Agreement dated as of October 27, 1999 by and among
the Company, the lenders named therein, ABN AMRO, as agent,
BankBoston, N.A. as documentation agent and Bank of America,
N.A., Banque Nationale de Paris, The Bank of Nova Scotia and
Citicorp USA, Inc., as co-agents. (Incorporated by reference
to Exhibit 10.02 of the Registrant's Report on Form 10-Q/A
for the quarterly period ended December 31, 1999.)
4.3 Credit Agreement dated October 27, 1999 by and among FIUI,
the lenders named therein, ABN AMRO Bank N.V., as agent,
BankBoston, N.A., as documentation agent, and Bank of
America, N.A., Banque Nationale de Paris, The Bank of Nova
Scotia and Citicorp USA, Inc., as co-agents. (Incorporated
by reference to Exhibit 10.02 of the Registrant's Report on
Form 10-Q/A for the quarterly period ended December 31,
1999.)
4.4 Credit Agreement dated April 3, 2000 among the Registrant
and its subsidiaries designated under the Credit Agreement
as borrowers from time to time, the lenders named in
Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as
agent for the lenders, Fleet National Bank as documentation
agent, Bank of America, National Association and Citicorp
USA, Inc. as managing agents, and The Bank of Nova Scotia as
co-agent. (Incorporated by reference to Exhibit 10.26 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000.)
4.5 Credit Agreement dated as of April 3, 2000 among Flextronics
International USA, Inc., The DII Group, Inc., the lenders
named in Schedule I to the Credit Agreement, ABN AMRO Bank
N.V. as agent for the lenders, Fleet National Bank, as
documentation agent, Bank of America, National Association
and Citicorp USA, Inc. as managing agents, and The Bank of
Nova Scotia as co-agent. Certain schedules have been
omitted. (Incorporated by reference to Exhibit 10.27 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000.)
II-2
19
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
4.6 U.S. Dollar Indenture dated June 29, 2000 between the
Registrant and Chase Manhattan Bank and Trust Company, N.A.,
as trustee. (Incorporated by reference to Exhibit 4.1 of the
Registrant's Annual Report on Form 10-K for fiscal year
ended March 31, 2000.)
4.7 Euro Indenture dated as of June 29, 2000 between Registrant
and Chase Manhattan Bank and Trust Company, N.A., as
trustee. (Incorporated by reference to Exhibit 4.2 of the
Registrant's Annual Report on Form 10-K for fiscal year
ended March 31, 2000.)
5.1 Opinion of Allen & Gledhill with respect to the ordinary
shares being registered.*
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.*
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.*
23.3 Consent of Allen & Gledhill (included in Exhibit 5.1).*
24.1 Power of Attorney (included in the signature page of this
Registration Statement).+
24.2 Power of Attorney of Michael J. Moritz.*
24.3 Power of Attorney of Richard L. Sharp.*
24.4 Power of Attorney of Goh Thiam Poh Tommie.*
- -------------------------
* Filed herewith.
+Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any Prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and (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 (i) and
(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective amendment
by (i) and (ii) is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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,
II-3
20
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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
Exchange Act 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.
II-4
21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on the 1st day of
March, 2001.
FLEXTRONICS INTERNATIONAL LTD.
By: /s/ MICHAEL E. MARKS
------------------------------------
Michael E. Marks
Chairman of the Board,
Chief Executive Officer and
Authorized U.S. Representative
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MICHAEL E. MARKS Chairman of the Board and March 1, 2001
------------------------------------------ Chief Executive Officer
Michael E. Marks (principal executive officer)
/s/ ROBERT R.B. DYKES President, Systems Group and Chief March 1, 2001
------------------------------------------ Financial Officer
Robert R.B. Dykes (principal financial officer)
/s/ THOMAS J. SMACH* Vice President, Finance March 1, 2001
------------------------------------------ (principal accounting officer)
Thomas J. Smach
/s/ TSUI SUNG LAM* Director March 1, 2001
------------------------------------------
Tsui Sung Lam
/s/ MICHAEL J. MORITZ* Director March 1, 2001
------------------------------------------
Michael J. Moritz
/s/ RICHARD L. SHARP* Director March 1, 2001
------------------------------------------
Richard L. Sharp
/s/ PATRICK FOLEY* Director March 1, 2001
------------------------------------------
Patrick Foley
/s/ CHUEN FAH ALAIN AHKONG* Director March 1, 2001
------------------------------------------
Chuen Fah Alain Ahkong
/s/ GOH THIAM POH TOMMIE* Director March 1, 2001
------------------------------------------
Goh Thiam Poh Tommie
*By: /s/ MICHAEL E. MARKS March 1, 2001
-------------------------------------
Michael E. Marks
Attorney-in-fact
II-5
22
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
2.1 Exchange Agreement dated October 19, 1997 among the
Registrant, Neutronics Electronic Industries Holding A.G.
and the named shareholders of Neutronics Electronic
Industries Holding A.G. Certain schedules have been omitted.
The Registrant agrees to furnish supplementally a copy of
any omitted schedule to the Commission upon request.
(Incorporated by reference to Exhibit 2 of the Registrant's
Current Report on Form 8-K for the event reported on October
30, 1997.)
2.2 Agreement and Plan of Merger dated November 22, 1999 among
the Registrant, Slalom Acquisition Corp. and The DII Group,
Inc. Certain schedules have been omitted. The Registrant
agrees to furnish supplementally a copy of any omitted
schedule to the Commission upon request. (Incorporated by
reference to Exhibit 2.01 to Registrant's Current Report on
Form 8-K for the event reported on December 6, 1999.)
2.3 Agreement and Plan of Reorganization dated July 31, 2000
among the Registrant, Chatham Acquisition Corporation, and
Chatham Technologies, Inc. Certain schedules have been
omitted. The Registrant agrees to furnish supplementally a
copy of any omitted schedule to the Commission upon request.
(Incorporated by reference to Exhibit 2.1 of the
Registrant's Current Report on Form 8-K for the event
reported on September 15, 2000.)
2.4 Merger Agreement dated August 10, 2000 among the Registrant,
JIT Holdings Limited, Goh Thiam Poh Tommie and Goh Mui Teck
William, as amended. (Incorporated by reference to Exhibit
2.4 of the Registrant's Registration Statement on Form S-3
filed September 27, 2000.)
3.1 Memorandum and New Articles of Association of the
Registrant. (Incorporated by reference to Exhibit 3.01 of
the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended December 31, 2000.)
4.1 Indenture dated as of October 15, 1997 between the
Registrant and State Street Bank and Trust Company of
California, N.A., as trustee. (Incorporated by reference to
Exhibit 10.1 of the Registrant's Current Report on Form 8-K
for event reported on October 15, 1997.)
4.2 Credit Agreement dated as of October 27, 1999 by and among
the Company, the lenders named therein, ABN AMRO, as agent,
BankBoston, N.A. as documentation agent and Bank of America,
N.A., Banque Nationale de Paris, The Bank of Nova Scotia and
Citicorp USA, Inc., as co-agents. (Incorporated by reference
to Exhibit 10.02 of the Registrant's Report on Form 10-Q/A
for the quarterly period ended December 31, 1999.)
4.3 Credit Agreement dated October 27, 1999 by and among FIUI,
the lenders named therein, ABN AMRO Bank N.V., as agent,
BankBoston, N.A., as documentation agent, and Bank of
America, N.A., Banque Nationale de Paris, The Bank of Nova
Scotia and Citicorp USA, Inc., as co-agents. (Incorporated
by reference to Exhibit 10.02 of the Registrant's Report on
Form 10-Q/A for the quarterly period ended December 31,
1999.)
4.4 Credit Agreement dated April 3, 2000 among the Registrant
and its subsidiaries designated under the Credit Agreement
as borrowers from time to time, the lenders named in
Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as
agent for the lenders, Fleet National Bank as documentation
agent, Bank of America, National Association and Citicorp
USA, Inc. as managing agents, and The Bank of Nova Scotia as
co-agent. (Incorporated by reference to Exhibit 10.26 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000.)
4.5 Credit Agreement dated as of April 3, 2000 among Flextronics
International USA, Inc., The DII Group, Inc., the lenders
named in Schedule I to the Credit Agreement, ABN AMRO Bank
N.V. as agent for the lenders, Fleet National Bank, as
documentation agent, Bank of America, National Association
and Citicorp USA, Inc. as managing agents, and The Bank of
Nova Scotia as co-agent. Certain schedules have been
omitted. (Incorporated by reference to Exhibit 10.27 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000.)
23
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
4.6 U.S. Dollar Indenture dated June 29, 2000 between the
Registrant and Chase Manhattan Bank and Trust Company, N.A.,
as trustee. (Incorporated by reference to Exhibit 4.1 of the
Registrant's Annual Report on Form 10-K for fiscal year
ended March 31, 2000.)
4.7 Euro Indenture dated as of June 29, 2000 between Registrant
and Chase Manhattan Bank and Trust Company, N.A., as
trustee. (Incorporated by reference to Exhibit 4.2 of the
Registrant's Annual Report on Form 10-K for fiscal year
ended March 31, 2000.)
5.1 Opinion of Allen & Gledhill with respect to the ordinary
shares being registered.*
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.*
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.*
23.3 Consent of Allen & Gledhill (included in Exhibit 5.1).*
24.1 Power of Attorney (included in the signature page of this
Registration Statement).+
24.2 Power of Attorney of Michael J. Moritz.*
24.3 Power of Attorney of Richard L. Sharp.*
24.4 Power of Attorney of Goh Thiam Poh Tommie.*
- -------------------------
*Filed herewith.
+Previously filed.