8-A12B/A

AMENDMENT NO. 1 TO

FORM 8-A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Solectron Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	94-2447045
(State of Incorporation or Organization)	(IRS Employer Identification No.)

777 Gibraltar Drive, Milpitas, California, 95035

(Address of principal executive offices)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.   x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.   

Securities Act registration statement file number to which this form relates (if applicable): Not applicable.

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered:	Name of each exchange on which each class is to be registered:
Preferred Stock Purchase Rights	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

         The undersigned registrant hereby amends the following items, exhibits and portions of its registration statement on Form 8-A filed July 13, 2001 (the “Form 8-A”) for its Rights to Purchase Series A Participating Preferred Stock of the registrant, as set forth in the Form 8-A and the exhibits thereto.

Item 1. Description of Registrant’s Securities to be Registered

         Item 1 of the Form 8-A filed by Solectron Corporation (the “Company”) is hereby amended to include the following:

         On June 29, 2001, Solectron entered into its Preferred Stock Rights Agreement with Fleet National Bank as Rights Agent (the “Rights Agreement”). On December 3, 2001 Solectron and its current Rights Agent, Equiserve Trust Company, N.A., amended the Right Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Rights Agreement.

         The Company amended the Rights Agreement in connection with the Company’s acquisition of C-MAC Industries Inc. (“C-MAC) pursuant to a combination agreement, dated as of August 8, 2001, as amended as of September 7, 2001, by and among the Company, C-MAC and Solectron Global Services Canada, Inc., a Canadian subsidiary of the Company (“Exchangeco”), which provides for the acquisition of C-MAC pursuant to a plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”). In the Arrangment, C-MAC common shares will be exchanged for Common Shares or, at the option of certain Canadian resident shareholders, for exchangeable shares of Exchangeco exchangeable for Common Shares (“Exchangeable Shares”). In connection with the Arrangement, Exchangeco entered into an Exchangeable Share Rights Agreement with a rights agent which is intended to provide holders of exchangeable shares of Exchangeco with rights to acquire additional Exchangeable Shares (or in certain circumstances, other securities) on terms substantially the same as the Rights Agreement confers on holders of Common Shares the right to acquire Preferred Shares (“Exchangeable Share Rights”).

         The Rights Agreement has been amended as follows:

         1.     To add to the list of defined terms “Exchangeable Share Rights” and “Exchangeco”; and

         2.     To exclude from consideration, in determining whether a Person shall be deemed a “Benficial Owner” or may be deemed to “Beneficially Own” securities, Exchangeable Share Rights held by such Person.

Item 2. Exhibits

         A copy of Amendment No. 1 to the Rights Agreement is attached hereto as Exhibit 4.2 and is incorporated herein by reference. The forgoing description of the changes to the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as amended.

SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date:    December 3, 2001
	Solectron Corporation
	By:  /S/  Kiran Patel
	Name:    Kiran Patel Title:      Executive Vice President Chief Financial Officer

EX-4.2 3 f77637ex4-2.htm EXHIBIT 4.2

Exhibit 4.2

AMENDMENT NO. 1 TO
PREFERRED STOCK RIGHTS AGREEMENT

         This Amendment No. 1 to Preferred Stock Rights Agreement is made as of December  3, 2001, between Solectron Corporation, a Delaware Corporation (the “Company”), and EquiServe Trust Company, N.A. (the “Rights Agent”).

         On June 29, 2001, the Company and Fleet National Bank (the former Rights Agent) entered into a Preferred Stock Rights Agreement (the “Rights Agreement”). On August 8, 2001, the Company, 3924548 Canada Inc. and C-MAC Industries Inc. (“C-MAC”) entered into a combination agreement, which agreement was amended on September 7, 2001 by an amendment entered into by the Company, 3924548 Canada Inc., Solectron Global Services Canada Inc. (“Exchangeco”) and C-MAC (as so amended, the “Combination Agreement”). The Combination Agreement provides for the combination of C-MAC with the Company pursuant to a plan of arrangement under Section 192 of the Canada Business Corporations Act.

         Pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent wish to amend the Rights Agreement as provided herein in connection with the consummation of the transactions contemplated by the Combination Agreement. All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Rights Agreement.

1. The third parenthetical in Section (1)(d)(ii)(A) is hereby amended to read:

“(other than the Rights or the Exchangeable Share Rights)”.

2. The following definitions are hereby added to Section 1, any subsequent subsections are deemed amended to reflect necessary changes to subsection numbers (eg. Section 1(p) becomes Section 1(r), Section 1(q) becomes Section 1(s), etc.) and any and all cross references in the Rights Agreement are deemed amended to reflect such subsection renumbering;

(p)     “Exchangeable Share Rights” shall mean the exchangeable share purchase rights, each representing the right to purchase one exchangeable share of Exchangeco, as such number may be adjusted pursuant to the Exchangeable Share Rights Agreement, dated as of December 3, 2002, between Exchangeco, the Company and National Bank Trust.

(q)     “Exchangeco” shall mean Solectron Global Services Canada Inc., a company continued and existing under the laws of Canada.

3. Except as expressly modified by this Amendment No. 1, the Rights Agreement shall remain in full force and effect in accordance with its terms. To the extent there are any inconsistencies or ambiguities between this Amendment No. 1 and the Rights Agreement, the terms of this Amendment shall superseded the Rights Agreement.

4.	This Amendment No. 1 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.
5.	This Amendment No. 1 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.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as of the day and year first above written.

“COMPANY”	Solectron Corporation
	By:   /s/  Kiran Patel
	Name:   Kiran Patel
	Title:   Executive Vice President                and Chief Financial Officer
“RIGHTS AGENT”	EquiServe Trust Company, N.A.
	By:   /s/  Tyler Haynes
	Name:   Tyler Haynes
	Title:   Managing Director

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EX-4.2

ex4-2