8-K

UNITED STATES
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

February 9, 2004
Date of Report (date of earliest event reported)

SOLECTRON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-11098	94-2447045
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. 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.)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K DATED February 9, 2004
EXHIBIT 99.1
EXHIBIT 99.2

Item 5. Other Events.

     On February 9, 2004, Solectron Corporation (the “Registrant”) issued the press release furnished as Exhibit 99.1 to this report.

     On February 9, 2004, the Registrant issued the press release furnished as Exhibit 99.2 to this Report.

Item 7. Financial Statements and Exhibits.

     (c) Exhibits.

     The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press Release issued on February 9, 2004.
99.2	Press Release issued on February 9, 2004.

2

SIGNATURE

     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
Date: February 13, 2004	By:	/s/ Kiran Patel
	Name: Title:	Kiran Patel Executive Vice President and Chief Financial Officer

3

INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED February 9, 2004

Exhibit	Description
99.1	Press Release issued on February 9, 2004.
99.2	Press Release issued on February 9, 2004.

4 EX-99.1 3 f96472exv99w1.htm EXHIBIT 99.1

EXHIBIT 99.1

Solectron Announces Offering of Convertible Senior Notes

MILPITAS, Calif.—Feb. 9, 2004—Solectron Corporation (NYSE:SLR) today announced its intention to offer approximately $450 million aggregate principal amount of convertible senior notes due 2034. The notes will be offered to qualified institutional buyers, subject to market and other conditions.

The interest and conversion rate, offering price and circumstances in which a holder may convert their notes will be determined by negotiations between the company and initial purchasers of the notes. Solectron expects to grant the initial purchasers of the notes a 30-day option to purchase up to an additional $50 million principal amount of the notes to cover over-allotments.

The company intends to use the net proceeds of the offerings to repurchase and repay outstanding unsubordinated indebtedness.

This announcement is neither an offer to sell, nor a solicitation of an offer, to buy any of these securities, and does not constitute an offer, solicitation or sale in any jurisdiction that such an offer, solicitation or sale is unlawful.

The securities have not been registered under the United States Securities Act of 1933 or any state securities laws, and unless so registered, may not be offered or sold in the United States (or to a U.S. person) except pursuant to an exemption from the registration requirements of the United States Securities Act of 1933 and applicable state laws.

EX-99.2 4 f96472exv99w2.htm EXHIBIT 99.2

EXHIBIT 99.2

Solectron Prices $450 Million Convertible Senior Note Offering

MILPITAS, Calif.—Feb. 9, 2004—Solectron Corporation (NYSE:SLR) today announced the pricing of its $450 million of convertible senior notes due 2034 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (Securities Act). The notes will bear interest at a rate of 0.50 percent per year and will rank equal in right of payment with all of Solectron’s unsubordinated, unsecured obligations. Solectron has also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $50 million principal amount of the notes to cover over-allotments. The sale of the notes is expected to close Feb. 17, 2004.

The notes will be convertible, under certain circumstances, into Solectron’s common stock at an initial conversion rate of 103.4468 per $1,000 principal amount of the notes, which is equal to a conversion price of approximately $9.67 per share. The initial conversion price represents a premium of approximately 43 percent relative to the last reported sale price of Solectron’s common stock on the New York Stock Exchange on Feb. 9, 2004, which was $6.76 per share.

Solectron has the right to redeem some or all of the notes on or after Feb. 20, 2011. Holders of the notes have the option to require Solectron to repurchase the notes on each of Feb. 15, 2011, 2014, 2019, 2024 and 2029, or in the event of a change in control. In each case, the redemption or repurchase price would be at 100 percent of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the redemption or repurchase date, as applicable.

Solectron plans to use the net proceeds of the offering to repurchase and repay certain of its outstanding unsubordinated indebtedness.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The securities will not be registered under the Securities Act or any state securities laws, and unless so registered may not be offered or sold in the United States (or to a U.S. person) except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

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

EX-99.1

exv99w1

EX-99.2

exv99w2