-----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, Nm0UKJojseWv5t31AqUG7J69kC4fJemmVKqQbp/yxSOPNDEs7yklkSRmCat4hfr3 d7aAbiZ46i9hkkoNdtM9Ow== 0000891618-02-000083.txt : 20020413 0000891618-02-000083.hdr.sgml : 20020413 ACCESSION NUMBER: 0000891618-02-000083 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011227 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020110 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11098 FILM NUMBER: 2506017 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/A 1 f78289a1e8-ka.txt FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 DATED JANUARY 10, 2002 TO FORM 8-K FILED ON JANUARY 7, 2002 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 10, 2002 (December 27, 2001) Date of Report (Date of earliest event reported) SOLECTRON CORPORATION (Exact name of registrant as specified in charter) DELAWARE 1-11098 94-2447045 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 26, 2001, Solectron Corporation (the "Registrant") filed a Prospectus Supplement, dated December 20, 2001, to and with the Prospectus dated August 29, 2001, included as part of the Registration Statement on Form S-3 of the Registrant (Registration No. 333-64454-01) (the "Registration Statement"), which Prospectus Supplement and Prospectus related to the offering of the Registrant's 7.25% Adjustable Conversion-Rate Equity Security Units (the "Units"). On December 20, 2001, the Registrant entered into an Underwriting Agreement with Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, and J.P. Morgan Securities Inc. (the "Underwriters"), relating to the offering and sale by the Registrant of up to 44,000,000 Units (reflecting exercise in full of the Underwriters over-allotment option), under the Registration Statement. Each Unit initially consists of (i) a purchase contract under which the holder agreed to purchase from the Registrant and the Registrant agreed to sell a specified amount of shares of the Registrant's Common Stock on November 15, 2004 for $25 and (ii) $25 in principal amount of the Registrant's debentures, which will initially bear an interest rate of 7.25%, due November 15, 2006. The debentures are subject to remarketing approximately 33 months from the date of issuance, which may result in the reset of the interest rate at that time. In connection with such offering, the Registrant is filing certain exhibits as part of this Form 8-K. See "Item 7: Financial Statements and Exhibits." A copy of certain agreements relating to the offering are attached hereto as exhibits and are incorporated by reference herein in their entirety. This 8-K/A amends and restates the Form 8-K filed on January 7, 2002 in its entirety. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits:
EXHIBIT NO. EXHIBIT DESCRIPTION ----------- ------------------- 1.1* Underwriting Agreement dated December 20, 2001 between the Registrant and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, and J.P. Morgan Securities Inc. 4.1** Subordinated Debt Securities Indenture dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A. as Trustee. 4.2* First Supplemental Indenture dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A. as Trustee. 4.3* Purchase Contract Agreement dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A., as purchase contract agent.
4.4* Form of Normal Units Certificate (included in Exhibit 4.3). 4.5* Form of Stripped Units Certificate (included in Exhibit 4.3). 4.6* Form of Subordinated Debenture (included in Exhibit 4.2). 4.7* Pledge Agreement dated as of December 27, 2001 among the Registrant, U.S. Bank Trust, N.A., as collateral agent, custodial agent, and securities intermediary, and State Street Bank and Trust Company of California, N.A., as purchase contract agent. 4.8* Pledge Agreement dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A., as the Trustee for the holders of the Debentures. 4.8.1 Amendment No. 1 made and entered into as of January 8, 2002 to Pledge Agreement dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A., as the Trustee for the holders of the Debentures. 4.9* Control Agreement dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A., as Trustee and as securities intermediary and depository bank. 4.9.1 Amendment No. 1 made and entered into as of January 8, 2002 to Control Agreement dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A., as Trustee and as securities intermediary and depository bank. 5.1* Opinion re legality of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 8.1* Opinion re tax matters of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 23.1* Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibits 5.1 and 8.1).
* Exhibit previously filed in Registrant's Form 8-K filed with the Securities and Exchange Commission on January 7, 2002. ** Exhibit previously filed in Registrant's Form 8-K filed with the Securities and Exchange Commission on January 7, 2002. Exhibit supersedes Exhibit 4.2 to the Registrant's Registration Statement on Form S-3 (Registration No. 333-6445-01) filed with the Securities and Exchange Commission on July 2, 2001. 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, thereunto duly authorized. Date: January 10, 2002 Solectron Corporation /s/ Kiran Patel ------------------------------------ Kiran Patel Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) Exhibit Index
EXHIBIT NO. EXHIBIT DESCRIPTION ----------- ------------------- 1.1* Underwriting Agreement dated December 20, 2001 between the Registrant and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, and J.P. Morgan Securities Inc. 4.1** Subordinated Debt Securities Indenture dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A. as Trustee. 4.2* First Supplemental Indenture dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A. as Trustee. 4.3* Purchase Contract Agreement dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A., as purchase contract agent.
4.4* Form of Normal Units Certificate (included in Exhibit 4.3). 4.5* Form of Stripped Units Certificate (included in Exhibit 4.3). 4.6* Form of Subordinated Debenture (included in Exhibit 4.2). 4.7* Pledge Agreement dated as of December 27, 2001 among the Registrant, U.S. Bank Trust, N.A., as collateral agent, custodial agent, and securities intermediary, and State Street Bank and Trust Company of California, N.A., as purchase contract agent. 4.8* Pledge Agreement dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A., as the Trustee for the holders of the Debentures. 4.8.1 Amendment No. 1 made and entered into as of January 8, 2002 to Pledge Agreement dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A., as the Trustee for the holders of the Debentures. 4.9* Control Agreement dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A., as Trustee and as securities intermediary and depository bank. 4.9.1 Amendment No. 1 made and entered into as of January 8, 2002 to Control Agreement dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A., as Trustee and as securities intermediary and depository bank. 5.1* Opinion re legality of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 8.1* Opinion re tax matters of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 23.1* Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibits 5.1 and 8.1).
* Exhibit previously filed in Registrant's Form 8-K filed with the Securities and Exchange Commission on January 7, 2002. ** Exhibit previously filed in Registrant's Form 8-K filed with the Securities and Exchange Commission on January 7, 2002. Exhibit supersedes Exhibit 4.2 to the Registrant's Registration Statement on Form S-3 (Registration No. 333-64454-01) filed with the Securities and Exchange Commission on July 2, 2001. EX-4.8.1 3 f78289a1ex4-8_1.txt EXHIBIT 4.8.1 Exhibit 4.8.1 AMENDMENT NO. 1 TO PLEDGE AGREEMENT This AMENDMENT NO. 1 TO PLEDGE AGREEMENT (the "Amendment") is made and entered into as of January 8, 2002 by Solectron Corporation, a Delaware corporation (the "Pledgor"), having its principal office at 777 Gibraltar Drive, Milpitas, California 95035, in favor of State Street Bank and Trust Company of California, N.A. ("State Street"), in its capacity as trustee (the "Trustee") for the holders from time to time (the "Holders") of the Solectron Debentures (as defined herein), issued by the Pledgor under the Solectron Indenture referred to below. Capitalized terms used and not defined in this Amendment have the meanings set forth or referred to in the Pledge Agreement, dated as of December 27, 2001, by and between Pledgor and the Trustee (the "Pledge Agreement"). WHEREAS, the parties hereto are parties to the Pledge Agreement; and WHEREAS, the parties hereto desire to amend Schedule I of the Pledge Agreement in certain respects. NOW, THEREFORE, in consideration of the premises herein contained, and in order to induce the initial Holders of the Solectron Debentures to purchase the Solectron Debentures, the Pledgor hereby agrees with the Trustee, for the benefit of the Trustee and for the ratable benefit of the Holders of the Solectron Debentures, as follows: SECTION 1. Amendment. Schedule I of the Pledge Agreement is hereby amended and restated in its entirety to read as set forth in Schedule I hereto. SECTION 2. Date of Pledge Agreement. Notwithstanding this Amendment, references to the date of the Pledge Agreement contained in the Pledge Agreement, such as "on the date hereof" and similar phrases, shall continue to reference December 27, 2001. SECTION 3. Counterparts. This Amendment may be signed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of an original executed counterpart of this Amendment. SECTION 4. Final Expression. This Amendment, together with the Pledge Agreement, the Control Agreement and the Solectron Indenture and any other agreement executed in connection herewith, is intended by the parties as a final expression of the Pledge Agreement and is intended as a complete and exclusive statement of the terms and conditions thereof. SECTION 5. Provisions Unaffected. Except as otherwise expressly amended hereby, the provisions of the Pledge Agreement remain in full force and effect. IN WITNESS WHEREOF, the Pledgor and the Trustee have each caused this Amendment to be duly executed and delivered as of the date first above written. Pledgor: SOLECTRON CORPORATION By: /s/ Kiran Patel ----------------------------------- Name: Kiran Patel Title: Executive Vice President, Chief Financial Officer Trustee: STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as Trustee By: /s/ Steve Rivero ----------------------------------- Name: Steve Rivero Title: Vice President 2 SCHEDULE I Pledged Financial Assets
Interest Payment Date Amount of Payment --------------------- ----------------- February 15, 2002 $11,076,388 May 15, 2002 19,937,500 August 15, 2002 19,937,500 November 15, 2002 19,937,500 February 15, 2003 19,937,500 May 15, 2003 19,937,500 August 15, 2003 19,937,500 November 15, 2003 19,937,500 Total: $150,638,888
3 EX-4.9.1 4 f78289a1ex4-9_1.txt EXHIBIT 4.9.1 Exhibit 4.9.1 AMENDMENT NO. 1 TO CONTROL AGREEMENT This AMENDMENT NO. 1 TO CONTROL AGREEMENT (the "Amendment") is made and entered into as of January 8, 2002 by Solectron Corporation (the "Pledgor") and State Street Bank and Trust Company of California, N.A., a national banking association, in its capacity as trustee (the "Trustee") and State Street Bank and Trust Company of California, N.A., a national banking association, in its capacity as securities intermediary and depository bank (the "Account Holder"). Capitalized terms used and not defined in this Amendment have the meanings set forth or referred to in the Control Agreement, dated as of December 27, 2001, by and among Pledgor, the Trustee and the Account Holder (the "Control Agreement"). WHEREAS, the parties hereto are parties to the Control Agreement; and WHEREAS, the parties hereto desire to amend Schedule I of the Control Agreement in certain respects. NOW, THEREFORE, in consideration of the premises herein contained, and in order to induce the initial Holders of the Solectron Debentures to purchase the Solectron Debentures, the Pledgor hereby agrees with the Trustee, for the benefit of the Trustee and for the ratable benefit of the Holders of the Solectron Debentures, as follows: SECTION 1. Amendment. Schedule I of the Control Agreement is hereby amended and restated in its entirety to read as set forth in Schedule I hereto. SECTION 2. Date of Control Agreement. Notwithstanding this Amendment, references to the date of the Control Agreement contained in the Control Agreement, such as "on the date hereof" and similar phrases, shall continue to reference December 27, 2001. SECTION 3. Counterparts. This Amendment may be signed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of an original executed counterpart of this Amendment. SECTION 4. Final Expression. This Amendment, together with the Control Agreement, the Solectron Indenture and any other agreement executed in connection herewith, is intended by the parties as a final expression of the Control Agreement and is intended as a complete and exclusive statement of the terms and conditions thereof. SECTION 5. Provisions Unaffected. Except as otherwise expressly amended hereby, the provisions of the Control Agreement remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. Pledgor: SOLECTRON CORPORATION By: /s/ Kiran Patel ------------------------------------ Name: Kiran Patel Title: Executive Vice President, Chief Financial Officer Trustee: STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as Trustee By: /s/ Steve Rivero ------------------------------------ Name: Steve Rivero Title: Vice President Account Holder: STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as Account Holder By: /s/ Steve Rivero ------------------------------------ Name: Steve Rivero Title: Vice President Address: 633 West 5th Street, 12th Floor, Los Angeles, CA 90071, Attention: Corporate Trust Administration (Solectron Corporation 2001 Pledge Agreement). 2 SCHEDULE I Pledged Financial Assets
Security or Cash Amount Maturity Date CUSIP No. ----------------------- ------------- --------- $150,638,888
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