8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 3, 2001

SOLECTRON CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware	333-56220	94-2447045
(State or other jurisdiction of	Commission File No.	(I.R.S. Employer
incorporation)		Identification Number)

777 Gibraltar Drive
Milpitas, California 95035
(Address of principal executive offices)

(408) 957-8500
(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

ITEM 5. OTHER EVENTS

      On July 2, 2001, Solectron Corporation issued a press release announcing that on June 29, 2001 the Board of Directors of Solectron Corporation approved the adoption of a Stockholder Rights Plan. The press release is attached as Exhibit 99.1 to this Form 8-K.

      On June 18, 2001, Solectron Corporation issued a press release announcing its fiscal third quarter results and outlook for its fiscal fourth quarter, portions of which are attached as Exhibit 99.2 to this Form 8-K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

EXHIBIT 99.1      Solectron Corporation Press Release issued July 2, 2001.

EXHIBIT 99.2      Solectron Corporation Fiscal Third Quarter results and Outlook for Fiscal Fourth Quarter.

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Solectron Corporation (Registrant)
Date: July 3, 2001
	By:	/s/  Susan S. Wang       Susan S. Wang       Senior Vice President, Chief Financial Officer       and Corporate Secretary

EXHIBIT INDEX

Exhibit
Number
99.1	Solectron Corporation Press Release issued July 2, 2001.
99.2	Solectron Corporation Fiscal Third Quarter Results and Outlook for Fiscal Fourth Quarter.

EX-99.1 2 f73840ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 Media Contact: Analysts Contact: - -------------- ---------------- Kimi Nishita Thomas Alsborg Solectron Corporation Solectron Corporation (408) 956-6213 (U.S.) (408) 956-6614 (U.S.) kiminishita@ca.slr.com thomasalsborg@ca.slr.com Solectron Adopts Stockholder Rights Plan For Immediate Release: July 2, 2001 MILPITAS, Calif. -- Solectron Corporation (NYSE: SLR), the world's leading provider of electronics manufacturing and supply-chain management services, said its board of directors adopted a Stockholder Rights Plan on June 29, 2001. Under the plan, Solectron will issue a dividend of one right for each share of common stock, par value of $0.001 per share, of the company held by stockholders of record at the close of business July 30, 2001. The plan is designed to ensure stockholders receive fair value in the event of a proposed unsolicited business combination or similar transaction involving the company. Solectron said the plan was not adopted in response to any attempt to acquire the company, and added it is not aware of any such efforts. Each right will initially entitle stockholders to purchase a fractional share of the company's preferred stock for $150.00. However, the rights are not immediately exercisable and will become exercisable only upon the occurrence of certain events. Upon certain other events, unless redeemed for $0.001 per right, the rights will become exercisable by holders, other than rights held by an unsolicited third-party acquirer, for shares of the company or of the third-party acquirer having a value of twice the right's then-current exercise price. Further details of the plan are outlined in a letter that will be mailed to stockholders as of the record date. - more - 2 All monetary amounts are stated in U.S. dollars. ABOUT SOLECTRON Solectron (www.solectron.com), the world's leading supply-chain facilitator, provides a full range of manufacturing and supply-chain management services to the world's premier high-tech electronics companies. Solectron's offerings include new-product design and introduction services, materials management, high-tech product manufacturing, and product warranty and end-of-life support. Solectron, based in Milpitas, Calif., is the first two-time winner of the Malcolm Baldrige National Quality Award for manufacturing. # # # EX-99.2 3 f73840ex99-2.htm EXHIBIT 99.2

EXHIBIT 99.2

Outlook for Fiscal Fourth Quarter

      On June 18, 2001, noting that its forward-looking visibility is limited, Solectron Corporation issued guidance for its fiscal fourth quarter, which ends August 31, 2001. Sales are expected to range from $3 billion to $3.5 billion, implying full-year sales growth of 28 to 32 percent.

      In the third quarter, Solectron launched a restructuring plan to consolidate facilities, relocate certain capabilities and refine the value proposition of a number of sites. The plan currently is expected to result in charges to earnings of $335 million, with $285 million recorded in the third quarter and the balance expected to be recorded in the fourth quarter. The charges primarily cover the costs of eliminating equipment, writing off or terminating leases on property, and reducing the company’s work force.

      The foregoing statements, regarding Solectron's financial outlook for its fiscal fourth quarter are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend that these forward-looking statements be subject to the safe harbors created by those provisions. Actual results could vary based on the length and severity of the global economic downturn, related declines in demand from our customers, the relative success and timing of our restructuring plan, our ability to integrate successfully our acquisitions and other factors. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Fiscal Third Quarter Results

      On June 18, 2001, Solectron announced that sales in the quarter ended May 31, 2001, were $4 billion, up 9.3 percent from $3.6 billion in the year-earlier quarter and representing a 26.5 percent decrease from $5.4 billion in the second quarter of fiscal 2001. Solectron incurred a net loss under U.S. Generally Accepted Accounting Principles of $185.7 million, or 28 cents per diluted share, compared with net income of $119.7 million, or 19 cents per diluted share, in the same period of last year. Excluding restructuring charges, the company had third-quarter earnings of approximately $5 million.

      In the quarter ended May 31, 2001, Solectron continued to be affected by the global economic downturn and resulting declines in demand from customer end-markets. A restructuring plan initiated during the quarter led to a $285 million third-quarter pre-tax charge. Unaudited consolidated statement of operations and balance sheet information follow.

SOLECTRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS INFORMATION
(In millions, except per share data)

			Three Months Ended						Nine Months Ended
			May 31, 2001 (*)			May 31, 2000			May 31, 2001 (*)			May 31, 2000
Net sales			$	3,983.4		$	3,645.0		$	15,097.4		$	9,401.3
Cost of sales				3,677.7			3,339.5			13,818.8			8,538.9
Gross profit				305.7			305.5			1,278.6			862.4
Operating expenses:
	Selling, general and administrative			203.1			111.3			580.8			319.4
	Research and development			19.5			15.7			55.8			44.7
	Goodwill amortization expense			52.3			1.3			87.8			3.9
	Acquisition costs			0.3			5.2			29.5			25.5
	Restructuring and impairment costs			285.0			1.8			310.3			7.7
		Operating (loss) income		(254.5	)		170.2			214.4			461.2
Interest income				22.7			24.0			95.9			67.4
Interest expense				(48.2	)		(16.7	)		(128.0	)		(40.6	)
(Loss)income before income taxes and cumulative effect of change in accounting principle				(280.0	)		177.5			182.3			488.0
Income taxes				(94.3	)		57.8			55.5			158.3
(Loss) income before cumulative effect of change in accounting principle				(185.7	)		119.7			126.8			329.7
Cumulative effect of change in accounting principle for start-up costs, net of $1.6 income tax benefit				—			—			—			(3.5	)
		Net (loss) income	$	(185.7	)	$	119.7		$	126.8		$	326.2
Basic net (loss) income per share:
(Loss) income before cumulative effect of change in accounting principle			$	(0.28	)	$	0.20		$	0.20			0.55
Cumulative effect of change in accounting principle				—			—			—			(0.01	)
			$	(0.28	)	$	0.20		$	0.20			0.54
Diluted net (loss) income per share (Loss) income before cumulative effect of change in accounting principle			$	(0.28	)	$	0.19		$	0.19			0.53
Cumulative effect of change in accounting principle				—			—			—			(0.01	)
			$	(0.28	)	$	0.19		$	0.19			0.52
Shares used to compute net (loss) income per share:
	Basic			654.1			601.4			636.9			597.8
	Diluted			654.1			623.8			653.1			622.7

* Includes the effect of changing certain depreciation lives from four to five years beginning March 2001. Consequently, the depreciation charge on these assets was $11.8 million lower than it would have been using a four year life.

SOLECTRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET INFORMATION
(In millions)

			May 31, 2001			August 31, 2000
ASSETS
Current assets:
	Cash, cash equivalents and short-term investments		$	2,175.9		$	2,434.1
	Accounts receivable, net			2,391.4			2,146.3
	Inventories			4,201.7			3,787.3
	Prepaid expenses and other current assets			312.7			260.5
		Total current assets		9,081.7			8,628.2
Net property and equipment				1,381.1			1,080.4
Other assets				844.5			627.4
Goodwill				1,985.2			39.6
Total assets			$	13,292.5		$	10,375.6
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Short-term debt		$	337.6		$	69.2
	Accounts payable			2,040.5			2,694.1
	Accrued employee compensation			203.0			179.8
	Accrued expenses			120.7			262.5
	Other current liabilities			146.3			11.2
		Total current liabilities		2,848.1			3,216.8
Long-term debt				4,977.2			3,319.5
Other long-term liabilities				57.2			37.2
		Total liabilities		7,882.5			6,573.5
Stockholders’ equity:
	Common stock			0.7			0.6
	Additional paid-in capital			3,847.9			2,259.1
	Retained earnings			1,781.9			1,656.8
	Accumulated other comprehensive losses			(220.5	)		(114.4	)
		Total stockholders’ equity		5,410.0			3,802.1
Total liabilities and stockholders’ equity			$	13,292.5		$	10,375.6

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

   1
                                                                    EXHIBIT 99.1




Media Contact:                                          Analysts Contact:
- --------------                                          ----------------

Kimi Nishita                                            Thomas Alsborg
Solectron Corporation                                   Solectron Corporation
(408) 956-6213 (U.S.)                                   (408) 956-6614 (U.S.)
kiminishita@ca.slr.com                                  thomasalsborg@ca.slr.com


                    Solectron Adopts Stockholder Rights Plan

For Immediate Release:  July 2, 2001


MILPITAS, Calif. -- Solectron Corporation (NYSE: SLR), the world's leading
provider of electronics manufacturing and supply-chain management services, said
its board of directors adopted a Stockholder Rights Plan on June 29, 2001. Under
the plan, Solectron will issue a dividend of one right for each share of common
stock, par value of $0.001 per share, of the company held by stockholders of
record at the close of business July 30, 2001. The plan is designed to ensure
stockholders receive fair value in the event of a proposed unsolicited business
combination or similar transaction involving the company. Solectron said the
plan was not adopted in response to any attempt to acquire the company, and
added it is not aware of any such efforts.

Each right will initially entitle stockholders to purchase a fractional share of
the company's preferred stock for $150.00. However, the rights are not
immediately exercisable and will become exercisable only upon the occurrence of
certain events. Upon certain other events, unless redeemed for $0.001 per right,
the rights will become exercisable by holders, other than rights held by an
unsolicited third-party acquirer, for shares of the company or of the
third-party acquirer having a value of twice the right's then-current exercise
price. Further details of the plan are outlined in a letter that will be mailed
to stockholders as of the record date.

                                    - more -

   2

All monetary amounts are stated in U.S. dollars.

ABOUT SOLECTRON

Solectron (www.solectron.com), the world's leading supply-chain facilitator,
provides a full range of manufacturing and supply-chain management services to
the world's premier high-tech electronics companies. Solectron's offerings
include new-product design and introduction services, materials management,
high-tech product manufacturing, and product warranty and end-of-life support.
Solectron, based in Milpitas, Calif., is the first two-time winner of the
Malcolm Baldrige National Quality Award for manufacturing.

                                      # # #

EX-99.2

EXHIBIT 99.2