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

Date of Report (date of earliest event reported): February 16, 2005

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.)

847 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.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

Item 8.01 Other Events.

          On February 16, 2005, Solectron Corporation (the “Company”) issued a press release announcing the final results of its exchange offer with respect to the Company’s 0.50% Convertible Senior Notes due 2034. The press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits.

Exhibit	Description
99.1	February 16, 2005 Press Release issued by Solectron Corporation.

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.

Date: February 16, 2005	Solectron Corporation
	/s/ Perry G. Hayes
	Perry G. Hayes
	Treasurer and Vice President of Investor Relations

INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED FEBRUARY 16, 2005

Exhibit	Description
99.1	Press Release issued on February 16, 2005.

EX-99.1

EXHIBIT 99.1

Solectron Announces Final Results of Exchange Offer for Outstanding 0.50-Percent
Convertible Senior Notes Due 2034

For Immediate Release: Feb. 16, 2005

MILPITAS, Calif. — Solectron Corporation (NYSE: SLR) today announced the final results of its offer to exchange all its outstanding 0.50-percent convertible senior notes due 2034 (the “outstanding notes”) for an equal amount of its newly issued 0.50-percent convertible senior notes, series B due 2034 (the “new notes”) and cash. The offer expired at midnight, New York City time (Eastern Standard Time), on Thursday, Feb. 10.

Solectron accepted for exchange $447,298,000 aggregate principal amount of outstanding notes, representing approximately 99.4 percent of the total outstanding notes. In accordance with the terms of the exchange offer, Solectron has accepted for exchange all the validly tendered outstanding notes. The settlement and exchange of new notes and payment of cash for the outstanding notes is being made promptly. Immediately following consummation of the exchange offer, approximately $2,702,000 aggregate principal amount of outstanding notes will remain outstanding.

Goldman, Sachs & Co. was the dealer/manager and Georgeson Shareholder Communications Inc. was the information agent for the exchange offer. Additional details regarding the exchange offer are described in the prospectus relating to the exchange offer. Copies of the prospectus may be obtained free of charge at the Securities and Exchange Commission’s website (www.sec.gov) or from Georgeson Shareholder Communications Inc. by writing or phoning:

Georgeson Shareholder Communications Inc.
17 State St.—10th Floor
New York, NY 10004
Telephone: +1 (212) 440-9800 (banks and brokers) or +1 (800) 460-0079 (all others)

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

About Solectron

Solectron (www.solectron.com) provides a full range of worldwide manufacturing and integrated supply chain services to the world’s premier high-tech electronics companies. Solectron’s offerings include new-product design and introduction services, materials management, product manufacturing, and product warranty and end-of-life support. The company is based in Milpitas, Calif., and had sales from continuing operations of $11.64 billion in fiscal 2004.

Analyst Contact:

Perry G. Hayes, Solectron Corporation, +1 408 956 7543 (U.S.), perryhayes@solectron.com

Media Contact:

Dmitry Lipkin, Solectron Corporation, +1 408 956 6792 (U.S.), dmitrylipkin@solectron.com