-----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, EJffmyze/knVu8OuSBj70e8DpLtQUBpCEaHTwNlvwUIoJ40tD4g+yU7o+VXu61w1 TMhKSjKeQJZvJRXbT6l/zQ== 0000950149-01-500597.txt : 20010503 0000950149-01-500597.hdr.sgml : 20010503 ACCESSION NUMBER: 0000950149-01-500597 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010430 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010502 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: SEC FILE NUMBER: 001-11098 FILM NUMBER: 1619364 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 f72073e8-k.txt FORM 8-K 1 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 April 30, 2001 ----------------------------------------------------------- (Date of Report) (Date of earliest event reported) Solectron Corporation ---------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 333-56220 94-2447045 - ---------------------------- ---------------- -------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 777 Gibraltar Drive, Milpitas, CA 95035 ---------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 957-8500 --------------- ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On January 22, 2001, the Registrant entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") by and among the Registrant, Centers Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Registrant ("Merger Sub"), and Centennial Technologies, Inc., a Delaware corporation ("Centennial"), pursuant to which Merger Sub would be merged with and into Centennial, with Centennial surviving the merger as a wholly-owned subsidiary of the Registrant, and each share of Centennial common stock issued and outstanding at the effective time of the merger would be cancelled and converted into the right to receive common stock of the Registrant. On April 30, 2001, the Registrant closed the transactions contemplated by the Merger Agreement, including the merger of Merger Sub and Centennial. As a result of the merger, each issued and outstanding share of Centennial common stock was cancelled and converted into the right to receive 0.542 of a share of common stock of the Registrant. 2 Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press release dated April 30, 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 hereunto duly authorized. Date: May 1, 2001 SOLECTRON CORPORATION, INC. By: /s/ Susan S. Wang ----------------------------------- Name: Susan S. Wang Title: Senior Vice President, Chief Financial Officer and Corporate Secretary INDEX TO EXHIBITS Exhibit 99.1 Press Release dated April 30, 2001 2 EX-99.1 2 f72073ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 MEDIA CONTACT: ANALYSTS CONTACT: Robert (Bob) Kula Thomas Alsborg Solectron Corporation Solectron Corporation +1 (408) 935 5405 (U.S.) +1 (408) 956 6614 (U.S.) robertkula@ca.slr.com thomasalsborg@ca.slr.com SOLECTRON COMPLETES ACQUISITION OF CENTENNIAL TECHNOLOGIES - ACQUISITION ADDS DESIGN, MANUFACTURING AND MARKETING CAPABILITIES FOR PC CARD-BASED PRODUCTS - For Immediate Release: April 30, 2001 MILPITAS, Calif. -- Solectron Corporation (NYSE: SLR), the world's leading provider of electronics manufacturing and supply-chain management services, announced today that it has completed its acquisition of Centennial Technologies, Inc. (NASDAQ: CENL). Under the terms of the transaction, shareholders of Centennial received 0.542 shares of Solectron stock for each share of Centennial stock. Solectron issued or reserved for issuance approximately 2.96 million shares of Solectron common stock, which shares include the assumption of all Centennial stock options. The transaction was accounted for under the purchase method of accounting and was structured as a tax-free reorganization. Effective May 1, 2001, Centennial will no longer be traded on the NASDAQ National Market. This acquisition is another step in enabling Solectron to strengthen its Technology Solutions Business Unit, which is headed by Ajay Shah and currently includes SMART Modular Technologies, Inc. and Force Computers, Inc. Solectron and Centennial originally announced the execution of a definitive merger agreement on January 23. As a result of the transaction, Solectron gained all of Centennial's design, manufacturing and marketing capabilities, which include memory module and memory card solutions based on SRAM and flash technologies for OEMs and end users in multiple markets such as telecommunications, data communications, mobile computing and medical markets. -more- 2 In addition, Solectron assumed responsibility for Centennial's manufacturing facility and corporate headquarters in Wilmington, Mass., and all of Centennial's sales and service offices in the United States and United Kingdom. ABOUT SOLECTRON Solectron (www.solectron.com), the world's leading supply-chain facilitator, provides a full range of 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 for manufacturing. ABOUT SMART SMART Modular Technologies, Inc. is a wholly owned operating company within the Technology Solutions Business Unit of Solectron. SMART, a leading independent manufacturer of memory and I/O products, offers more than 500 products to leading OEMs in the computer, networking and telecommunications industries. The memory product line includes specialty and standard DRAM, Flash memory and SRAM modules and Flash memory cards. The I/O product line includes standard and custom wireless and wireline communications devices and modular I/O sub-systems for client-side and central office applications. SMART operates several specialized manufacturing and design facilities and has access to the worldwide manufacturing operations of Solectron. More information on SMART can be obtained on the Internet at www.smartmodulartech.com. ### -----END PRIVACY-ENHANCED MESSAGE-----