-----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, WnX7DYtvYPgzU1xk/yBugr7zCAhaWYWJevH7oRa1Cw9/hQrAUoROWZUtkOcvIJjD XSHyqyWQUjav2CfWpOZT9g== 0000950149-01-501938.txt : 20020412 0000950149-01-501938.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950149-01-501938 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011212 EFFECTIVENESS DATE: 20011212 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74946 FILM NUMBER: 1811963 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 S-8 1 f77806s-8.txt FORM S-8 As filed with the Securities and Exchange Commission on December 12, 2001 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 SOLECTRON CORPORATION (Exact name of Registrant as specified in its charter) Delaware 94-2447045 -------- ---------- (State of incorporation) (I.R.S. Employer Identification Number) 777 Gibraltar Drive Milpitas, California 95035 (Address, including zip code, of Registrant's principal executive offices) C-MAC Industries Inc. Stock Option Plan KIRAN PATEL Executive Vice President and Chief Financial Officer SOLECTRON CORPORATION 777 Gibraltar Drive Milpitas, California 95035 (408) 957-8500 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: STEVEN E. BOCHNER, ESQ. STEVE L. CAMAHORT, ESQ. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 ================================================================================ CALCULATION OF REGISTRATION FEE
========================================================================================== Title of Maximum Amount Proposed Proposed Amount of Securities to be Maximum Maximum Registration to be Registered(1) Offering Aggregate Fee Registered Price Per Offering Share(2) Price(2) Common Stock, $0.001 par value Subject to outstanding options under the C-MAC Industries Inc. Stock Option Plan...............5,164,184 shares $10.66 $55,050,201 $13,157 ==========================================================================================
(1) Pursuant to the Combination Agreement by and among Solectron Corporation, 3924548 Canada Inc., Solectron Global Services Canada Inc., and C-MAC Industries Inc. dated as of August 8, 2001, as amended September 7, 2001, Solectron Corporation assumed all of the outstanding options to purchase Common Stock of C-MAC under the Plan referred to above, and such options become exercisable to purchase shares of Solectron Corporation Common Stock, with appropriate adjustments to the number of shares and exercise price of each assumed option. (2) Estimated in accordance with Rule 457(h) solely for purpose of calculating the registration fee on the basis of the weighted average exercise price of $10.66 per share for outstanding options to purchase a total of 5,164,184 shares of Common Stock under the Stock Option Plan. SOLECTRON CORPORATION REGISTRATION STATEMENT ON FORM S-8 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Company hereby incorporates by reference in this Registration Statement the contents of the Company's audited financial statements for the Registrant's fiscal year ended August 31, 2001 contained in the Registrant's Annual Report on Form 10-K for the fiscal year ended August 31, 2001 filed pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act") on November 15, 2001, and the Registrant's Current Reports on Form 8-K filed pursuant to Section 13(a) of the Exchange Act on August 31, 2001 and September 18, 2001 pursuant to Section 13(a) of the Exchange Act. ITEM 4. DESCRIPTION OF SECURITIES. Inapplicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Inapplicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Section 145 of the Delaware General Corporation law authorizes a court to award, or a corporation's Board of Directors to grant, indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933. The Company's Bylaws provide for the mandatory indemnification of its directors, officers, employees and other agents to the maximum extent permitted by Delaware General Corporation Law, and the Company has entered into agreements with its officers, directors and certain key employees implementing such indemnification. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Inapplicable. ITEM 8. EXHIBITS.
Exhibit Number Document - ------- -------- 4.1 C-MAC Industries Inc. Stock Option Plan.* 5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation. 23.1 Consent of Independent Auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-4).
- ------------ * Solectron has received representations from C-MAC that the stock option plan filed herewith as Exhibit 4.1 is restated from the initial C-MAC stock option plan adopted in 1992, and contains all terms and conditions of all outstanding options under the C-MAC stock option plan. II-1 ITEM 9 UNDERTAKINGS A. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the Delaware General Corporation Law, the Certificate of Incorporation of the Company, the Bylaws of the Company, indemnification agreements entered into between the Company and its officers and directors or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company in successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Solectron Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on this twelfth day of December, 2001. SOLECTRON CORPORATION By: /s/ KIRAN PATEL -------------------------------- Kiran Patel, Executive Vice President and Chief Financial Officer II-3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature appears below constitutes and appoints, jointly and severally, Koichi Nishimura and Kiran Patel, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8(including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ KOICHI NISHIMURA President, Chief December 12, 2001 - ----------------------------------- Executive Officer and Koichi Nishimura, Ph.D. Chairman of the Board /s/ KIRAN PATEL Executive Vice President December 12, 2001 - ----------------------------------- and Chief Financial Officer Kiran Patel (Principal Financial and Accounting Officer) /s/ WINSTON H. CHEN Director December 12, 2001 - ----------------------------------- Winston H. Chen, Ph.D. /s/ RICHARD A. D'AMORE Director December 12, 2001 - ----------------------------------- Richard A. D'Amore /s/ CHARLES A. DICKINSON Director December 12, 2001 - ----------------------------------- Charles A. Dickinson /s/ HEINZ FRIDRICH Director December 12, 2001 - ----------------------------------- Heinz Fridrich /s/ WILLIAM HASLER Director December 12, 2001 - ----------------------------------- William Hasler /s/ KENNETH E. HAUGHTON Director December 12, 2001 - ----------------------------------- Kenneth E. Haughton, Ph.D. /s/ PAUL R. LOW Director December 12, 2001 - ----------------------------------- Paul R. Low, Ph.D.
/s/ C. WESLEY M. SCOTT Director December 12, 2001 - ----------------------------------- C. Wesley M. Scott /s/ OSAMU YAMADA Director December 12, 2001 - ----------------------------------- Osamu Yamada
II-4 INDEX TO EXHIBITS
Exhibit Number Exhibit - -------- --------------------------------------------------------------------- 4.1 C-MAC Industries Inc. Stock Option Plan* 5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation 23.1 Consent of Independent Auditors 23.2 Consent of Counsel (included in Exhibit 5.1) 24.1 Power of Attorney (see page II-4)
- ------------ * Solectron has received representations from C-MAC that the stock option plan filed herewith as Exhibit 4.1 is restated from the initial C-MAC stock option plan adopted in 1992, and contains all terms and conditions of all outstanding options under the C-MAC stock option plan. EX-4.1 3 f77806ex4-1.txt EXHIBIT 4.1 EXHIBIT 4.1 C-MAC INDUSTRIES INC. STOCK OPTION PLAN WITH RESPECT TO COMMON SHARES MAY 2001 TABLE OF CONTENTS Purpose .................................................................... 1 Purchase Price of Common Shares ............................................ 1 Granting, Exercise and Expiry of Options ................................... 1 Termination and Amendment of Plan .......................................... 4 Offer for Common Shares of the Corporation ................................. 4 Administration of Plan ..................................................... 5 Shareholders Approval ...................................................... 5
C-MAC INDUSTRIES INC. STOCK OPTION PLAN PURPOSE 1. The Board of Directors of C-MAC Industries Inc. (the "CORPORATION") may from time to time grant to employees, directors and officers of the Corporation and its subsidiaries and affiliates designated by the Board (together the "OPTIONEES" and individually the "OPTIONEE") the right to purchase common shares in the capital of the Corporation (hereinafter referred to as "COMMON SHARES"), up to 8,625,000 common shares pursuant to this plan (the "PLAN") and any previous plan. The number of shares of the Corporation which may be reserved for issuance to any one person shall not exceed 5% of the then issued and outstanding common shares in the capital of the Corporation and the number of options granted to any outside director of the Corporation cannot exceed ten thousand (10,000) options for every ten (10) years of service as a director. The Board of Directors of the Corporation may delegate to the Human Resources Committee (the "COMMITTEE") matters relating to the implementation and administration of this Plan. In determining the optionees to whom options are to be granted and the number of common shares to be covered by such options, the duties, salaries, lengths of service, present and potential contributions to the success of the Corporation and such other factors as shall be deemed relevant will be considered. PURCHASE PRICE OF COMMON SHARES 2. The purchase price of the common shares optioned pursuant to the Plan to optionees shall not be less than the closing sale price per common share on the day preceding the grant of such options, as reported by the Montreal Exchange. In the event that no sale of common shares is reported on such dates then such price shall be determined in accordance with the closing price reported on such Exchange on the last day prior to the date of the grant of such options upon which a sale was reported. Subject to the foregoing, the said purchase price may vary between options granted under the Plan. GRANTING, EXERCISE AND EXPIRY OF OPTIONS 3. The common shares which are subject to an option granted under the Plan shall not be purchasable prior to the expiration of one year of the day of the grant of the option unless the Board of Directors decides otherwise in case of exceptional circumstances, in which case this period can be shortened or extended. Thereafter the common shares shall be purchasable at such time and in such manner and the option shall contain such provisions as may be determined in each case by the Board of Directors or by the Committee on the directions of the Board of Directors and such terms may vary between options so granted. However, unless the Board of Directors decides otherwise in case of exceptional circumstances, the options granted under the Plan shall be vested equally over a three (3) year period following the expiration of the first year. Each option shall expire on the date therein provided, which date shall not be later than ten (10) years from the day of the grant of the option. In the event of the expiration or other termination of any option, the common shares with respect to which the option has not been exercised may be reallocated under the Plan. 4. The purchase price for common shares to be purchased upon the exercise of an option must be paid in full at the time of the exercise. 5. Each option shall be non-negotiable and non-transferable otherwise than by the laws of testate or intestate succession pursuant to paragraph 10 hereof and may be exercised during the life of the options only by the optionee. Options may not be pledged or otherwise encumbered. - 2 - 6. No optionee shall have any rights as a shareholder in respect of common shares subject to an option until the option shall have been exercised and such common shares paid for in full and issued. 7. If the optionee's employment is terminated otherwise than (i) by death, (ii) by retirement, (iii) by breach by the optionee of any employment agreement with the Corporation or any of its subsidiaries or affiliates or (iv) by the Corporation or by any subsidiary or affiliate for just and sufficient cause, the option may be exercised, to the extent that the optionee is entitled to do so at the time of the termination of his employment, at any time no later than thirty (30) days after such termination, but in no event after the expiration of the option. However and notwithstanding anything else herein contained, the Board of Directors may, in such circumstances, prolong the period during which an option may be exercised, provided that such action will not prolong the expiry date beyond the original expiry date. 8. If the employment (including the duties of Director) of an optionee is terminated due to a breach by him of his employment agreement or is terminated by the Corporation or any of its subsidiaries or affiliates for just and sufficient cause, then any option granted to such optionee under the Plan shall forthwith terminate subject, however, to any specific provisions of any particular option granted to him. 9. In the case of termination of employment due to the retirement of the optionee, the option may be exercised at any time within three (3) years after such termination, but in no event after the expiration of the term of the option, to the full extent to which the optionee is entitled to do so at any time until the expiration of the said three (3) year period. 10. In the case of termination of employment due to the death of the optionee, any option held by such optionee may be exercised, to the extent that the optionee was entitled to do so at the date of his death, by his personal representative at any time during the six (6) months following his death, but in no event after the expiration of such option. 11. If the employer of an optionee is a subsidiary or an affiliate of the Corporation and such employer ceases to be a subsidiary or an affiliate of the Corporation, any option held by such optionee may be exercised, at any time during the three (3) month period after the date where the Corporation shall have notified the optionee that its employer has ceased to be a subsidiary or an affiliate of the Corporation, but in no event after the expiration of the option. 12. Nothing in the Plan or in any grant of option confers upon any optionee the right to continue at the employment of the Corporation or any subsidiary or affiliate of the Corporation or interferes in any way with the right of the Corporation or such subsidiary or affiliate to terminate his employment at any time. 13. Any option granted under the Plan may provide, as the Board shall determine in its sole discretion at the granting to the option, that each person who exercises such option will be required to agree that the common shares purchased thereunder will be purchased for investment only and not with a view to distribution or resale thereof. The participation in the Plan by employees of foreign subsidiaries (or affiliates) of the Corporation is subject to the additional requirements of the securities laws of the jurisdiction in question and the states thereof and the tax implications resulting from participation in the Plan by these employees are governed by the tax laws of the applicable jurisdiction. - 3 - 14. If prior to the complete exercise of any option, a dividend is paid on the common shares or if the common shares are consolidated, subdivided, converted, exchanged or reclassified or in any way substituted for securities or property of the Corporation or of any other company (an "EVENT"), an option, to the extent that it has not been completely exercised, shall entitle its holder, upon the exercise of such option in accordance with its terms, to such number and kind of common shares or other securities or property to which such holder would have been entitled as a result of the Event, had such holder actually exercised the unexercised portion of the option immediately prior to the occurrence of the Event and the exercise price shall be adjusted accordingly. No fractional common share or other security shall be issued upon the exercise of any stock option and, accordingly, if an optionee would become entitled to a fractional common share or of a security, such optionee shall have the right to purchase only the next lowest whole number of common shares or other security and no payment or other adjustment will be made with respect to the fractional interest so disregarded. TERMINATION AND AMENDMENT OF PLAN 15. The Board of Directors may at any time terminate or amend the Plan with respect to any common shares not at the time subject to any option but no such termination or amendment shall affect the rights of an optionee holding an option at the time of any such termination or amendment without his consent. However no amendment can be made to the Plan without the approval of the relevant Stock Exchanges and Securities Commissions, if need be, and in full respect to the statutory requirements to which the Corporation may be subject at any time. OFFER FOR COMMON SHARES OF THE CORPORATION 16. In the event of a takeover bid (within the meaning given to such expression in the Securities Act (Quebec) on the common shares of the Corporation; the Board of Directors may, if it deems it appropriate, decide that all or part of the options then issued can be immediately exercised. Moreover, and without limiting the generality of the foregoing, in the event of a takeover bid, the Board of Directors may decide, if it deems it appropriate that the holders of options will have the right to notify the depositary of the bid of their intent to tender their common shares resulting from the exercise of their options if the offeror under the bid takes up and pays for the shares pursuant to its offer, without having to exercise their option before the offeror becomes committed to take up and pay for shares pursuant to its bid. If the Board makes that decision, it can take all necessary measures and, acting together with the registrar of the common shares of the Corporation, can put into place the provisions required to give effect to the foregoing. Further, and again without restricting the generality of the foregoing, the Board of Directors may, when it awards options, determine that all or part of such options may become exercisable upon the occurrence of a takeover bid. ADMINISTRATION OF PLAN 17. Subject to the foregoing, the Board of Directors may determine the conditions relating to and included in any options. The decision of the Board of Directors or, if authorized by the Board of Directors, of the Committee with respect to any matters under this Plan shall be binding and conclusive on the Corporation and on all optionees from time to time eligible to participate therein. SHAREHOLDERS APPROVAL 18. Upon approval by competent authorities including stock exchanges upon which the common shares of the Corporation are listed, and by the Corporation's shareholders, this Plan shall replace the stock option plan adopted by the Corporation in 1992 (the "1992" PLAN"), provided that the rights of optionees under the 1992 Plan relating to any options granted under the 1992 Plan which have not been exercised shall be preserved and maintained. 19. When used herein, the term <> includes, by making the necessary adaptations, the duties of a Director. EX-5.1 4 f77806ex5-1.txt EXHIBIT 5.1 Exhibit 5.1 December 12, 2001 Solectron Corporation 777 Gibraltar Drive Milpitas, California 95035 RE: Registration Statement on Form S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about December 12, 2001 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, the offer and sale of 5,164,184 shares of your Common Stock, par value $0.001 per share, under the C-MAC Industries Inc. ("C-MAC") Stock Option Plan. Such shares of your Common Stock are referred to herein as the "Shares" and such plan is referred to herein as the "Plan". Solectron Corporation assumed this Plan in connection with its acquisition of C-MAC on December 3, 2001. As your counsel in connection with the foregoing transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans. It is our opinion that, when issued and sold in the manner described in the Plan and pursuant to the agreements which accompany each grant under the Plan, the Shares will be legally and validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Very truly yours, /S/ WILSON SONSINI GOODRICH & ROSATI WILSON, SONSINI, GOODRICH & ROSATI Professional Corporation EX-23.1 5 f77806ex23-1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Solectron Corporation: We consent to incorporation herein by reference in the registration statement on Form S-8 dated December 12, 2001 of Solectron Corporation of our report dated September 17, 2001, relating to the consolidated balance sheets of Solectron Corporation and subsidiaries as of August 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity, comprehensive income (loss), and cash flows for each of the years in the three-year period ended August 31, 2001, and the related schedule, which report appears in the August 31, 2001, annual report on Form 10-K of Solectron Corporation. /S/ KPMG LLP Mountain View, California December 11, 2001 -----END PRIVACY-ENHANCED MESSAGE-----