-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RGQ6hIV3RiqxwSoAL5LHRF9HDZoGWxOgLrhAqSiJMgxSb2KY3lodZ1mxKIY1sOCg XEgVWlB0jnbjYoDaS6IIYw== 0000891618-01-502646.txt : 20020413 0000891618-01-502646.hdr.sgml : 20020413 ACCESSION NUMBER: 0000891618-01-502646 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011217 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLECTRON CORP CENTRAL INDEX KEY: 0000835541 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 942447045 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11098 FILM NUMBER: 1816215 BUSINESS ADDRESS: STREET 1: 777 GIBRALTAR DR CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089578500 MAIL ADDRESS: STREET 1: 777 GIBRALTAR DR CITY: MILPITAS STATE: CA ZIP: 95035 8-K 1 f77930e8-k.htm FORM 8-K FOR PERIOD DATE DECEMBER 17,2001 Form 8-K for Solectron Corp. Period Date 12/17/01
 

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) December 18, 2001

SOLECTRON CORPORATION

(Exact name of registrant as specified in charter)
         
Delaware   1-11098   94-2447045
 
 
(State or other jurisdiction
of incorporation)		   (Commission
File Number) 		  (IRS Employer
Identification No.)
     
777 Gibraltar Drive, Milpitas, California   95035
 
(Address of principal executive offices)   (Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Item 5. Other Events

      On December 18, 2001, Solectron Corporation issued a press release announcing its fiscal first quarter results and outlook for its fiscal second quarter, which is attached as Exhibit 99.1.

      On December 18, 2001, Solectron Corporation issued a press release announcing that it intends to use cash to meet any obligations next month to repurchase its zero-coupon senior convertible notes due in 2019, which is attached as Exhibit 99.2.

Item 7. Financial Statements and Exhibits

  (c) Exhibits in accordance with the provisions of Item 601 of Regulation S-K.

 
          99.1 Solectron Corporation press release regarding fiscal first quarter results and outlook for fiscal second quarter, issued December 18, 2001.
 
          99.2 Solectron Corporation press release, issued December 18, 2001, regarding its election to pay cash to meet any obligations to repurchase its zero-coupon senior convertible notes due in 2019.
 

 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
Date: December  18, 2001 SOLECTRON CORPORATION
 
 
  /s/ Kiran Patel
 
  Kiran Patel
  Executive Vice President
  Chief Financial Officer

-3-

 

Exhibit Index

     
Exhibit
No.
   
      99.1
  Solectron Corporation press release regarding fiscal first quarter results and outlook for fiscal second quarter, issued December 18, 2001.
      99.2
  Solectron Corporation press release, issued December 18, 2001, regarding its election to pay cash to meet any obligations to repurchase its zero-coupon senior convertible notes due in 2019.
EX-99.1 3 f77930ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 SOLECTRON REPORTS FIRST-QUARTER RESULTS IN LINE WITH GUIDANCE For Immediate Release: Dec. 18, 2001 MILPITAS, Calif. -- Solectron Corporation (NYSE: SLR), the world's leading provider of electronics manufacturing and supply-chain management services, today reported fiscal first-quarter sales of $3.2 billion and cash earnings per share* of 5 cents. These results are consistent with the guidance the company had provided. Separately, the company issued three additional releases today discussing planned changes in its capital structure, plans to raise new capital and Solectron's intention to use cash to settle the 2019 zero-coupon senior convertible notes that holders may require the company to repurchase in January. In the quarter ended Nov. 30, the company reported a net loss of $52.5 million, or 8 cents per diluted share. During the quarter, Solectron incurred restructuring charges of $72.9 million, or 8 cents per share, after tax. In the same period last year, Solectron had sales of $5.7 billion, cash EPS of 31 cents, net income of $190.6 million and net income per diluted share of 29 cents. "We made good progress on a number of fronts during the quarter," said Koichi Nishimura, Solectron chairman, president and chief executive officer. "Our inventory levels decreased by more than $450 million, our cash balance increased to $2.9 billion and we continued taking tough actions to align our cost structure with current revenue levels. These actions, which include reducing employment levels and production capacity, are painful but necessary to keep the company healthy. "We remain cautious about the near-term direction of the economy and its impact on the end markets we serve. While we expect second-quarter sales to be influenced by this environment and typical seasonal softness, we are optimistic about the prospect of stronger sales in the second half of the year, driven by new business wins," he said. "For the second quarter, we expect sales of $2.7 billion to $3.2 billion and EPS of break-even to a 3-cent loss per diluted share, before restructuring and one-time charges." The company said its second-quarter guidance equates to expected cash EPS of 1 to 4 cents. - more - - 2 - In the first quarter, Solectron had several new business wins, including agreements to provide: - - Build-to-order/configure-to-order manufacturing, final test and fulfillment for service, workstation and storage products for NEC Corporation in Japan; - - Quality assurance and repair services for Microsoft's new Xbox game console; - - Manufacturing, test and systems assembly for ARRIS; and - - Design support, prototype, pilot and volume manufacturing for wireless data products from Sierra Wireless. WEBCAST TO BE HELD THIS MORNING At 8 a.m. EST today, Solectron will hold a conference call to discuss this earnings report. A live Internet broadcast of the conference call can be joined by going to http://www.videonewswire.com/event.asp?id=2455. Following the live broadcast, replays of the call will be available at www.solectron.com. In addition, audio replays of the call will be available from 11 a.m. EST Tuesday through 11 a.m. EST Jan. 1. To access the audio replay, call (800) 633-8284 in the United States or (858) 812-6440 from outside the United States. In both cases specify reservation number 20048102. EARNINGS RELEASE DATES Solectron plans to announce fiscal 2002 second-quarter results Thursday, March 21; third-quarter results Thursday, June 20; and fourth-quarter results Monday, Sept. 23. All monetary amounts are stated in U.S. dollars. * CASH EARNINGS PER SHARE (EPS) is presented as supplemental information for illustrative purposes only and is not prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). It is intended to help investors understand the earnings impact of certain non-cash items, restructuring and impairment costs and other one-time and non-recurring charges, and zero-coupon convertible debt. The weighted average number of shares used to calculate cash EPS is based on the weighted average number of shares used to calculate diluted net income (loss) per share adjusted for the assumed conversion of convertible debt, except the 2019 notes, when not already presumed. A following table reconciles cash EPS with diluted EPS. ** DILUTED EPS is the per-diluted-share calculation of net income (loss) as defined under U.S. Generally Accepted Accounting Principles (GAAP). ABOUT SOLECTRON Solectron (www.solectron.com) provides a full range of global 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. The company had sales of $18.7 billion in fiscal 2001. - more - - 3 - SAFE HARBOR This news release contains forward-looking statements regarding our outlook for the future, including the referenced proposed offerings, our financial outlook for the second quarter, our expectations regarding stronger sales in the second half of the fiscal year, and our new business wins. Our statements are based on current expectations, forecasts and assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include the length and severity of the current economic downturn overall and in the electronics technology sector; our ability to manage customer demand through the downturn; the ability to effectively integrate recent acquisitions, including Iphotonics, Stream International and C-MAC Industries; the impact of events occurring Sept. 11, 2001; the risk of price fluctuation; reliance on major customers; fluctuations in operating results; changes in technology; competition; risks associated with international sales and operations; interest rate risk; environmental regulations; market risk; segment risk; the ability to retain key personnel; and intellectual property rights enforcement. For a further list and description of risks and uncertainties, see the reports filed by Solectron with the Securities and Exchange Commission, specifically forms 8-K, 10-Q, S-3, S-4 and 10-K. Solectron disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Supplemental information, consolidated statements of income and consolidated balance sheets follow. - more - - 4 - SELECTED FINANCIAL DATA ANALYTICAL DATA (Dollars in millions)
Q1 - FY02 Q4 - FY01 Q1 - FY01 --------- --------- --------- NET SALES $3,152.2 $3,594.9 $5,695.5 SALES BY REGION AMERICAS $1,505.2 $1,993.0 $3,545.7 ASIA/PACIFIC $1,096.0 $1,015.8 $1,021.0 EUROPE $ 551.0 $ 586.1 $1,128.8 SALES BY BUSINESS UNIT TECHNOLOGY SOLUTIONS $ 154.5 $ 186.4 $ 495.5 MANUFACTURING & OPERATIONS $2,855.9 $3,320.7 $5,137.3 PRINTED CIRCUIT BOARD 73.8% 70.8% 78.2% SYSTEMS 26.2% 29.2% 21.8% GLOBAL SERVICES $ 141.8 $ 87.8 $ 62.7 SALES % BY MARKET SEGMENT NETWORKING EQUIPMENT 26.3 20.4 28.7 MOBILE COMMUNICATIONS 11.3 13.2 12.4 TELECOMMUNICATIONS 16.3 18.3 22.0 PCS/NOTEBOOKS 20.6 22.8 9.4 COMPUTER PERIPHERALS 4.5 4.5 6.7 WORKSTATIONS & SERVERS 5.5 5.7 7.7 OTHER 15.5 15.1 13.1
EARNINGS PER SHARE SUMMARY
Q1 - FY02 Q4 - FY01 Q1 - FY01 --------- --------- --------- CASH EPS* $ 0.05 $ 0.06 $0.31 DILUTED EPS** $(0.08) $(0.38) $0.29 DILUTED EPS BEFORE ACQUISITION, RESTRUCTURING AND IMPAIRMENT CHARGES $0.00 $(0.10) $0.29
- more - - 5 - ASSET MANAGEMENT METRICS (Dollars in millions)
Q1 - FY02 Q4 - FY01 --------- --------- CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS $2,886.8 $2,790.0 INVENTORIES $2,751.5 $3,209.9 INVENTORY TURNS 4.0 3.7 ACCOUNTS RECEIVABLE, NET $2,013.8 $2,443.5 DAYS SALES OUTSTANDING 64 61
Q1 Q4 Q1 FY02 FY01 FY01 ---- ---- ---- NET (LOSS) INCOME $ (52.5) $ (225.8)* $ 190.6 RESTRUCTURING AND ACQUISITION COSTS NET OF TAX $ 51.7 $ 138.7 -- CREDIT RESERVE AND OTHER ONE TIME COST NET OF TAX -- $ 44.2 -- GOODWILL AMORTIZATION, NET OF TAX -- $ 49.0 $ 0.9 INTANGIBLE ASSET AMORTIZATION, NET OF TAX $ 14.5 $ 13.3 $ 10.3 NON-CASH INTEREST EXPENSE NET OF TAX $ 22.3 $ 23.7 $ 17.0 CASH EARNINGS $ 36.0 $ 43.1 $ 218.8 =========== =========== =========== SHARES USED FOR CASH EARNINGS PER SHARE 753,923 773,379 709,093 CASH EARNINGS PER SHARE $ 0.05 $ 0.06 $ 0.31 =========== =========== ===========
* Net loss at 33 percent tax rate - more - - 6 - SELECTED FINANCIAL DATA (Dollars in millions)
Q1 - FY02 Q4 - FY01 --------- --------- AMORTIZATION OF GOODWILL -- $53.8 AMORTIZATION OF OTHER INTANGIBLE ASSETS $20.6 $18.9 CAPITAL EXPENDITURES $62.7 $81.9 DEPRECIATION EXPENSE $82.0 $73.6
Consolidated statements of income and balance sheets follow. ### Analysts Contact: Thomas Alsborg, Solectron Corporation, (408) 956-6614 (U.S.), thomasalsborg@ca.slr.com Media Contact: Kevin Whalen, Solectron Corporation, (408) 956-6854 (U.S.), kevinwhalen@ca.slr.com EX-99.2 4 f77930ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 SOLECTRON TO PAY CASH FOR NOTES DUE IN 2019 For Immediate Release: Dec. 18, 2001 MILPITAS, Calif. - Solectron Corporation (NYSE: SLR), the world's leading provider of electronics manufacturing and supply-chain services, today said it intends to use cash to meet any obligations next month to repurchase its zero-coupon senior convertible notes due in 2019. Note holders have the right to require Solectron to repurchase all or a portion of the notes they hold as of Jan. 28, 2002. Under the terms of the notes, Solectron is required to notify note holders whether the company will pay the purchase price in cash, Solectron common stock or a combination of cash and common stock. The procedures to be followed by holders electing to have their notes repurchased are contained in a notice delivered to note holders, including the Depository Trust Corporation, by State Street Bank and Trust Company of California, N.A., the trustee for the notes. Solectron notified the trustee that it intends to satisfy its repurchase obligations solely with cash and not with common stock. The accreted value of the notes outstanding is currently about $530 million. ABOUT SOLECTRON Solectron (www.solectron.com) provides a full range of global 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, headquartered in Milpitas, Calif., is the first two-time winner of the Malcolm Baldrige National Quality Award. ### Analysts Contact: Thomas Alsborg, Solectron Corporation, (408) 956-6614 (U.S.), thomasalsborg@ca.slr.com Media Contact: Kevin Whalen, Solectron Corporation, (408) 956-6854 (U.S.), kevinwhalen@ca.slr.com -----END PRIVACY-ENHANCED MESSAGE-----