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) November 20, 2006

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.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

TABLE OF CONTENTS

EXHIBIT 4.1

EXHIBIT 99.1

ITEM 1.01 Entry into a Material Definitive Agreement

     On November 20, 2006, Solectron Corporation entered into an amendment (the “Amendment”) to the Preferred Stock Rights Agreement, dated as of June 29, 2001, as amended on December 3, 2001, between the Company and Computershare Trust Company, N.A., as Rights Agent (as so amended, the “Rights Agreement”). The Amendment accelerates the Final Expiration Date of the Company’s preferred stock purchase rights (the “Rights”) from July 30, 2011 to November 27, 2006. The Amendment is filed with this report as Exhibit 4.1 and is incorporated herein by reference.

ITEM 1.02 Termination of a Material Definitive Agreement

     Item 1.01 is incorporated herein by reference.

ITEM 3.03 Material Modifications to Rights of Security Holders

     As a result of the Amendment described in Item 1.01 above, Solectron Corporation’s outstanding Rights expired at the close of business on November 27, 2006.

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

     Upon the expiration of the Rights on November 27, 2006, as described in Item 3.03 above, the Company will file a Certificate of Elimination with the Secretary of State of the State of Delaware eliminating the Certificate of Designations with respect to the Company’s Series A Participating Preferred Stock which was issuable, under certain circumstances, upon exercise of the Rights.

ITEM 8.01 Other Events

     On November 21, 2006, the Company announced that the Board adopted a new governance policy on stockholder rights plans. The policy provides that (i) any future stockholder rights plan will require stockholder approval prior to adoption, and (ii) the Board may adopt a new stockholder rights plan without first seeking stockholder approval if the majority of the independent directors of the Board believes the implementation of a rights plan is necessary for the proper exercise of the Board’s fiduciary responsibilities, in which case the rights plan would expire if not ratified by stockholders within twelve months of its adoption.

     A copy of the press release announcing these matters is furnished as Exhibit 99.1 hereto.

ITEM 9.01 Financial Statements and Exhibits

(c) Exhibits

     The following exhibits are filed as part of this report:

Exhibit	Description
4.1	Amendment No. 2 to Preferred Stock Rights Agreement dated as of November 20, 2006 between Solectron Corporation and Computershare Trust Company, N.A., as Rights Agent.
99.1	Press Release by Solectron Corporation dated November 21, 2006.

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: November 21, 2006	Solectron Corporation
	/s/ Todd DuChene
	Todd DuChene
	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit	Description
4.1	Amendment No. 2 to Preferred Stock Rights Agreement dated as of November 20, 2006 between Solectron Corporation and Computershare Trust Company, N.A., as Rights Agent.
99.1	Press Release by Solectron Corporation dated November 21, 2006.

EX-4.1

Exhibit 4.1

AMENDMENT NO. 2 TO PREFERRED STOCK RIGHTS AGREEMENT

     This Amendment No. 2 to Preferred Stock Rights Agreement, dated as of November 20, 2006 (this “Amendment”), amends that certain Preferred Stock Rights Agreement, dated as of June 29, 2001, as amended on December 3, 2001 (as so amended, the “Rights Agreement”), between Solectron Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (successor in interest to EquiServe Trust Company, N.A.), as rights agent (the “Rights Agent”). Except as otherwise expressly provided herein, or unless the context otherwise requires, all terms used herein have the meanings assigned to them in the Rights Agreement.

     WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the occurrence of a Distribution Date, the Company may, and the Rights Agent shall, if so directed by the Company, supplement or amend the Rights Agreement in any respect;

     WHEREAS, as of the date hereof, a Distribution Date has not yet occurred;

     WHEREAS, the Company has determined that it is in the best interest of the Company and its stockholders to amend the Rights Agreement as set forth herein; and

     WHEREAS, all acts necessary to make this Amendment a valid agreement, enforceable according to its terms, have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized.

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and intending to be legally bound, the parties hereto agree as follows:

     1. Amendment of Section 1(r). Section 1(r) of the Rights Agreement is hereby amended and restated in its entirety to read as follows:

     “‘Final Expiration Date’ shall mean November 27, 2006.”

     2. Amendment of Section 7. Section 7 of the Rights Agreement is hereby amended and supplemented by adding the following provision immediately following clause (f) thereof:

     “(g) The Rights shall expire on the Expiration Date, and upon such expiration, all rights pertaining thereto shall be extinguished.”

     3. Amendment of Exhibits. The Exhibits to the Rights Agreement shall be restated to reflect this Amendment, including all conforming changes.

     4. Effectiveness. This Amendment shall be deemed effective as of the date first written above, as if executed on such date.

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     5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

     6. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated.

     7. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

[Signature page follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of the date first written above.

SOLECTRON CORPORATION
By:	/s/ Todd DuChene
	Name:	Todd DuChene
	Title:	Executive Vice President,
		General Counsel and Secretary
COMPUTERSHARE TRUST COMPANY, N.A.
By:	/s/ Katherine S. Anderson
	Name:	Katherine S. Anderson
	Title:	Managing Director

SIGNATURE PAGE TO AMENDMENT NO. 2
TO PREFERRED STOCK RIGHTS AGREEMENT

EX-99.1

Exhibit 99.1

Solectron Announces Termination of Poison Pill

- - New Policy Requires Stockholder Approval for Any Future Plan -

For Immediate Release: Nov. 21, 2006

MILPITAS, Calif. – Solectron Corporation (NYSE:SLR), a leading provider of electronics manufacturing and integrated supply chain services, today announced that its Board of Directors has voted to terminate the company’s stockholder rights plan, or “poison pill.”

In addition, the Board established a new corporate governance policy providing that any future poison pill will require stockholder approval prior to adoption. The new policy does, however, give the Board limited discretion to adopt a new stockholder rights plan without first seeking stockholder approval if a majority of the independent directors believes the implementation of a rights plan is necessary for the proper exercise of the Board’s fiduciary responsibilities. In such a circumstance, the rights plan would need ratification by the company’s stockholders within twelve months of adoption, or it would automatically expire.

“Our decision to terminate the stockholder rights plan and establish this new policy reflects the Board’s continuing commitment to corporate governance best practices,” said Michael Cannon, Solectron’s President and Chief Executive Officer. “The Board believes that our new policy balances our stockholders’ concerns and the protection of our stockholders’ best interests.”

The Board’s actions will accelerate the expiration date of the company’s current stockholder rights plan to November 27, 2006. It was due to expire in July 2011.

-2 -

About Solectron

Solectron Corporation is one of the world’s largest providers of complete product lifecycle services. We offer product design and new product introduction, supply chain management, Lean manufacturing and aftermarket services such as product warranty repair and end-of-life support to leading customers worldwide. Solectron works with the world’s premier providers of networking, telecommunications, computing, storage, consumer, automotive, industrial, medical, and aerospace and defense products. Our industry-leading Lean Six Sigma methodology (Solectron Production System™) provides OEMs with quality, flexibility, innovation and cost benefits that improve competitive advantage. Based in Milpitas, Calif., Solectron operates in more than 20 countries on five continents and had sales from continuing operations of $10.6 billion in fiscal 2006. For more information, visit us at www.solectron.com.

Note: SOLECTRON and the Solectron logo are registered trademarks of Solectron Corporation. The Solectron Production System, SPS, and Solectron Supply Chain Solutions Suite are also trademarks of Solectron Corporation. Other names mentioned are trademarks, registered trademarks or service marks of their respective owners.

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Analyst Contact:

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

Media Contact:

Corey Olfert, Solectron Corporation, +1 (408) 956-7552 (U.S.), coreyolfert@solectron.com