-----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, TrhUdbnajcgiwWFhlG2x+FNzE7RSJK/Mobq4AGUPJFmBNfnWclKsFwhp0UWLud2t 2b0vNkqPPSBgHyW2HTNU0g== 0000891554-99-000850.txt : 19990503 0000891554-99-000850.hdr.sgml : 19990503 ACCESSION NUMBER: 0000891554-99-000850 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEXTRONICS INTERNATIONAL LTD CENTRAL INDEX KEY: 0000866374 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-77515 FILM NUMBER: 99607800 BUSINESS ADDRESS: STREET 1: BLK 514 CHAI CHEE LANE #04-13 STREET 2: BODEK INDUSTRIAL ESTATE REPUBLIC OF SING CITY: SINGAPORE 1646 STATE: U0 BUSINESS PHONE: 0654495255 FORMER COMPANY: FORMER CONFORMED NAME: FLEX HOLDINGS PTE LTD DATE OF NAME CHANGE: 19940201 S-3 1 REGISTRATION STATEMENT ON FORM S-3 As filed with the Securities and Exchange Commission on April 30, 1999 Registration No. 333-__________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------------- FLEXTRONICS INTERNATIONAL LTD. (Exact Name of Registrant as Specified in Its Charter) Singapore 0-23354 Not Applicable (State or Other (Commission file number) (I.R.S. Employer Jurisdiction of Incorporation) Identification No.) ---------------------- 514 Chai Chee Lane #04-13 1 Bedok Industrial Estate Singapore 469029 (65) 449-5255 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) -------------------- Michael E. Marks Chief Executive Officer Flextronics International Ltd. 514 Chai Chee Lane #04-13 1 Bedok Industrial Estate Singapore 469029 (65) 449-5255 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) -------------------- Copies to: Gordon K. Davidson, Esq. David K. Michaels, Esq. Tram T. Phi, Esq. Fenwick & West LLP Two Palo Alto Square Palo Alto, California 94306 -------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: |_| If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box: |_| CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------ Proposed Proposed Title of Each Class of Securities Amount to be Maximum Offering Maximum Aggregate Amount of to be Registered Registered Price per Share (1) Offering Price (1) Registration Fee(2) - ------------------------------------------------------------------------------------------------------------------------------ Ordinary Shares, S$.01 par value per share 4,042,546 $48.375 $195,558,162.75 $54,365.17 - ------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(f). The price per share and aggregate offering price are based upon the average of the high and low prices for Registrant's Ordinary Shares on April 27, 1999, as reported on the Nasdaq National Market pursuant to Rule 457(c). (2) 2,899,236 of the Ordinary Shares to which this Registration Statement relates were part of, and included in the Ordinary Shares of the Registrant previously registered on Form S-1, Registration No. 333-53311, for which a filing fee was previously paid in the amount of $15,483. Accordingly, an additional filing fee of $38,882.17 is payable in connection with the Registration Statement. Pursuant to Rule 429 promulgated under the Securities Act of 1933, as amended, the Prospectus which constitutes part of this Registration Statement relates to 2,899,236 of the Registrant's Ordinary Shares previously registered on Form S-1, Registration No. 333-53311. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ SUBJECT TO COMPLETION, DATED APRIL 28, 1999 PROSPECTUS FLEXTRONICS INTERNATIONAL LTD. Up To 4,042,546 Ordinary Shares --------------- The 4,042,546 shares covered by this prospectus were previously issued by Flextronics in its acquisitions of Neutronics Electronic Industries Holding AG, DTM Products, Inc., Altatron, Inc., Marathon Business Park LLC, Energipilot AB, Conexao Informatica Ltda. and FICO Forest Industrial Co. Limited. These shares may be offered and sold over time by the shareholders named in this Prospectus under the heading "Selling Shareholders," by their pledges or donees, or by other transferees that receive such Shares in transfers other than public sales. The selling shareholders may sell their Flextronics shares in the open market at prevailing market prices, or in private transactions at negotiated prices. They may sell the shares directly, or may sell them through underwriters, brokers or dealers. Underwriters, brokers, or dealers may receive discounts, concessions or commissions from the selling shareholders or from the purchaser, and this compensation might be in excess of the compensation customary in the type of transaction involved. See "Plan of Distribution." We will not receive any of the proceeds from the sale of these shares. The Ordinary Shares are quoted on the Nasdaq National Market under the symbol "FLEX." On April 29, 1999, the closing sale price of the Ordinary Shares was $46.25 per share. --------------- This investment involves a high degree of risk. See "Risk Factors" beginning on page 3. --------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus is April 30, 1999. TABLE OF CONTENTS Page Where you can find more information....................................... 2 The Company............................................................... 3 Enforcement of Civil Liabilities ......................................... 3 Risk Factors.............................................................. 3 Selling Shareholders...................................................... 8 Plan of Distribution...................................................... 8 Legal Matters............................................................. 9 WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available on the SEC's website at "http://www.sec.gov." The SEC allows us to "incorporate by reference" information from other documents that we file with them, which means that we can disclose important information by referring to those documents. The information incorporated by reference is considered to be part of this Prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the sale of all the shares covered by this Prospectus: o Our Annual Report on Form 10-K for the fiscal year ended March 31, 1998; o Our Quarterly Report on Form 10-Q for the quarter ended June 26, 1998; o Our Quarterly Report on Form 10-Q for the quarter ended September 25, 1998; o Our Quarterly Report on Form 10-Q for the quarter ended December 31, 1998; o Our Proxy Statement dated August 19, 1998; and o The description of our Ordinary Shares contained in our Registration Statement on Form 8-A dated January 31, 1994. You may request a copy of these filings, at no cost, by writing or telephoning us at: Flextronics International Ltd. 2090 Fortune Drive San Jose, California 95131 Attention: Laurette F. Slawson, Treasurer and Director of Investor Relations Telephone: (408) 428-1300 You should rely only on the information incorporated by reference or provided in this Prospectus or any supplement (other than any information superseded by a later document filed with the SEC and incorporated by reference in this Prospectus). We have not authorized anyone else to provide you with different information. The selling shareholder may not make an offer of these shares in any state where the offer is not permitted. You should not assume that the information in this Prospectus or any supplement is accurate as of any date other than the date on the front of those documents. 2 THE COMPANY Flextronics is a leading provider of advanced electronics manufacturing services to original equipment manufacturers in the telecommunications, networking, computer, consumer electronics and medical device industries. We provide a wide range of integrated services, from initial product design to volume production and fulfillment. Our manufacturing services range from printed circuit board fabrication and assembly to complete product assembly and test. We believe that we have developed particular strengths in advanced interconnect, miniaturization and packaging technologies. In addition, we provide advanced engineering services, including product design, PCB layout, quickturn prototyping and test development. Throughout the production process, we offer logistics services, such as materials procurement, inventory management, packaging and distribution. Our principal executive offices are located at 514 Chai Chee Lane, #04-13, 1 Bedok Industrial Estate, Singapore 469029 and our telephone number is 65-449-5255. ENFORCEMENT OF CIVIL LIABILITIES We are incorporated in Singapore under the Companies Act. Some of our directors and executive officers reside in Singapore. All or a substantial portion of the assets of such persons, and a substantial portion of our assets, are located outside the United States. As a result, it may not be possible for persons purchasing Ordinary Shares to effect service of process within the United States upon such persons or Flextronics or to enforce against them, in the United States courts, judgments obtained in such courts predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our Singapore legal advisors, Allen & Gledhill, that there is doubt as to the enforceability in Singapore, either in original actions or in actions for the enforcement of judgments of United States courts, of civil liabilities predicated upon the federal securities laws of the United States. RISK FACTORS You should carefully consider the following factors as well as the other information contained or incorporated by reference in this Prospectus before deciding to invest in our Ordinary Shares. These factors could cause our future results to differ materially from those expressed or implied in forward-looking statements made by us. Risks of Expansion of Operations We have grown rapidly in recent periods, and this growth may not continue. Internal growth will require us to develop new customer relationships and expand existing ones, improve our operational and information systems and further expand our manufacturing capacity. We plan to further expand our manufacturing capacity by expanding our facilities and by adding new equipment. Such expansion involves significant risks. For example: o we may not be able to attract and retain the management personnel and skilled employees necessary to support expanded operations; o we may not efficiently and effectively integrate new operations, expand existing ones and manage geographically dispersed operations; o we may incur cost overruns; o we may encounter construction delays, equipment delays or shortages, labor shortages and disputes and production start-up problems that could adversely affect our growth and our ability to meet customers' delivery schedules; and o we may not be able to obtain funds for this expansion, and we may not be able to obtain loans or operating leases with attractive terms. 3 In addition, we expect to incur new fixed operating expenses associated with our expansion efforts, including substantial increases in depreciation expense and rental expense, that will increase our cost of sales. If our revenues do not increase sufficiently to offset these expenses, our operating results would be adversely affected. Our expansion, both through acquisitions and internal growth, has contributed to our incurring significant accounting charges and experiencing volatility in our operating results. We may continue to experience volatility in operating results in connection with future expansion efforts. Risks of Acquisitions Acquisitions have represented a significant portion of our growth strategy, and we intend to continue to pursue attractive acquisition opportunities. Our acquisitions during the last two fiscal years represented a significant expansion of our operations. Acquisitions involve a number of risks and challenges, including: o diversion of management's attention; o the need to integrate acquired operations; o potential loss of key employees and customers of the acquired companies; o lack of experience operating in the geographic market of the acquired business; and o an increase in our expenses and working capital requirements. To integrate acquired operations, we must implement our management information systems and operating systems and assimilate and manage the personnel of the acquired operations. The difficulties of this integration may be further complicated by geographic distances. The integration of acquired businesses may not be successful and could result in disruption to other parts of our business. Any of these and other factors could adversely affect our ability to achieve anticipated levels of profitability at acquired operations or realize other anticipated benefits of an acquisition. Furthermore, any future acquisitions may require debt or equity financing, which could increase our leverage or be dilutive to our existing shareholders. No assurance can be given that we will consummate any acquisitions in the future. Variability of Customer Requirements and Operating Results Electronics manufacturing service providers must provide increasingly rapid product turnaround for their customers. We generally do not obtain firm, long-term purchase commitments from our customers, and over the past few years we have experienced reduced lead-times in customer orders. Customers may cancel their orders, change production quantities or delay production for a number of reasons. Cancellations, reductions or delays by a significant customer or by a group of customers would adversely affect our results of operations. In addition to the variable nature of our operating results due to the short-term nature of our customers' commitments, other factors may contribute to significant fluctuations in our results of operations. These factors include: o the timing of customer orders; o the volume of these orders relative to our capacity; o market acceptance of customers' new products; o changes in demand for customers' products and product obsolescence; o the timing of our expenditures in anticipation of future orders; o our effectiveness in managing manufacturing processes; 4 o changes in the cost and availability of labor and components; o changes in our product mix; o changes in economic conditions; o local factors and events that may affect our production volume (such as local holidays); and o seasonality in customers' product requirements. We make significant decisions, including the levels of business that we will seek and accept, production schedules, component procurement commitments, personnel needs and other resource requirements, based on our estimates of customer requirements. The short-term nature of our customers' commitments and the possibility of rapid changes in demand for their products reduces our ability to estimate accurately future customer requirements. On occasion, customers may require rapid increases in production, which can stress our resources and reduce margins. Although we have increased our manufacturing capacity and plan further increases, there can be no assurance we will have sufficient capacity at any given time to meet our customers' demands. In addition, because many of our costs and operating expenses are relatively fixed, a reduction in customer demand can adversely affect our gross margins and operating income. Customer Concentration; Dependence on Electronics Industry Sales to our five largest customers had represented a majority of our net sales in recent periods. The identity of our principal customers has varied from year to year, and our principal customers may not continue to purchase services from us at current levels, if at all. Significant reductions in sales to any of these customers, or the loss of major customers, would have a material and adverse effect on us. We cannot assure the timely replacement of expired, canceled, or reduced contracts with new business. See "--Variability of Customer Requirements and Operating Results." Factors affecting the electronics industry in general could have a material adverse effect on our customers and, as a result, on us. Our customers' markets are characterized by rapidly changing technology and evolving industry standards. This frequently results in short product life cycles. Our success will depend to a significant extent on the success achieved by our customers in developing and marketing their products, some of which are new and untested. If customers' products become obsolete or fail to gain widespread commercial acceptance, our business may be materially and adversely affected. Our customers' markets are also subject to economic cycles and are likely to experience recessionary periods in the future. A recession in the industries we serve could have a material adverse effect on us. Year 2000 Compliance We are aware of the issues associated with programming code in existing computer systems as the Year 2000 approaches. The Year 2000 computer issue refers to a condition in computer software where a two digit field rather than a four digit field is used to distinguish a calendar year. Unless corrected, some computer programs may be unable to function on January 1, 2000 (and thereafter until corrected), as they will be unable to distinguish the correct date. Such an uncorrected condition could significantly interfere with the conduct of our business, could result in disruption of its operations, and could subject it to potentially significant legal liabilities. We are primarily addressing the Year 2000 issues by replacing our management information system with a new enterprise management information system that is designed to provide enhanced functionality. We have been advised that our new enterprise management information system is Year 2000 compliant. However, there can be no assurance that the new system will be Year 2000 compliant or that it will be implemented by January 1, 2000. The new system will significantly affect many aspects of our business, including our manufacturing, sales and marketing and accounting functions. In addition, the successful implementation of this system will be important to our future 5 growth. We currently have implemented this new information system in certain facilities in Europe and North America and anticipate that the installation of the new system will be completed in September 1999. The Year 2000 issue also could affect our infrastructure and production lines. The possibility also exists that we could inadvertently fail to correct a Year 2000 problem with a mechanical equipment microcontroller. We believe the impact of such an occurrence would be minor, as substantial Year 2000 compliant equipment additions and upgrades have occurred in recent years. However, sufficient testing to date has not been completed to fully validate the readiness of its microprocessors. Additional testing is planned during fiscal 1999 to reasonably ensure their Year 2000 readiness. We have sent a Year 2000 Readiness Questionnaire to most of our critical and significant suppliers and we are in the process of performing risk analysis related to suppliers to ensure business continuity with these suppliers. We may need to find alternative suppliers based on the results of the questionnaires and risk analysis. There can be no assurance that we will be able to find suitable alternative suppliers and contract with them on reasonable prices and terms, and such inability could have a material and adverse impact on our business and results of operations. We are currently working with many of our major customers to ensure Year 2000 compliance and are currently being audited by many of our customers. We are reviewing contracts with customers and suppliers with respect to responsibility for Year 2000 issues and are seeking to address such issues in future agreements with customers and suppliers. We recently joined a Year 2000 consortium for companies in the electronics industry in order to facilitate the transfer of information related to the Year 2000 issue with our suppliers and customers. We have currently incurred in excess of $15.0 million in total hardware, software, and system related costs in connection with remediation of Year 2000 issues. These costs are primarily costs associated with the implementation of our new management information system and have primarily been capitalized as fixed assets. We anticipate expending an additional $2.0 to $3.0 million before January 1, 2000 to complete the implementation of the new information system and address any Year 2000 compliance issues. There can be no assurances that the cost estimates associated with our Year 2000 issues will prove to be accurate or that the actual costs will not have a material adverse effect on our results of operations and financial condition. Although we currently anticipate the installation of the new system will be completed in September 1999, it could be delayed until later. Implementation of the new system could cause significant disruption in operations. In the event the new information system is not implemented by September 1999, our contingency plan is to upgrade the existing information system currently in use by a majority of our operations to a new version which we have been advised is Year 2000 compliant. We estimate the cost to upgrade the existing information system to be approximately $500,000. There can be no assurance that such measures will prevent the occurrence of Year 2000 problems, which can have a material adverse effect upon our business, operating results and financial condition. Risk of Increased Taxes We have structured our operations in a manner designed to maximize income in countries where tax incentives have been extended to encourage foreign investment or where income tax rates are low. Our taxes could increase if these tax incentives are not renewed upon expiration, or tax rates applicable to us are increased. Substantially all of the products manufactured by our Asian subsidiaries are sold to customers based in North America and Europe. We believe that profits from our Asian operations are not sufficiently connected to jurisdictions in North America or Europe to give rise to income taxation there. However, tax authorities in jurisdictions in North America and Europe could challenge the manner in which profits are allocated among our subsidiaries, and we may not prevail in any such challenge. If our Asian profits became subject to income taxes in such other jurisdictions, our worldwide effective tax rate could increase. 6 Significant Leverage Our level of indebtedness presents risks to investors, including: o the possibility that we may be unable to generate cash sufficient to pay the principal of and interest on the indebtedness when due; o making us more vulnerable to economic downturns; o limiting our ability to pursue new business opportunities; and o reducing our flexibility in responding to changing business and economic conditions. Risks of Competition The electronics manufacturing services industry is extremely competitive and includes hundreds of companies, several of which have achieved substantial market share. Current and prospective customers also evaluate our capabilities against the merits of internal production. Certain of our competitors, including Solectron Corporation and SCI Systems, have substantially greater market shares than us, and substantially greater manufacturing, financial, research and development and marketing resources. In recent years, many participants in the industry, including us, have substantially expanded their manufacturing capacity. If overall demand for electronics manufacturing services should decrease, this increased capacity could result in substantial pricing pressures, which could adversely affect our operating results. Risks of International Operations The geographical distances between Asia, the Americas and Europe create a number of logistical and communications challenges. Our manufacturing operations are located in a number of countries, including Austria, Brazil, China, Hungary, Malaysia, Mexico, Sweden, the United Kingdom and the United States. As a result, we are affected by economic and political conditions in those countries, including: o fluctuations in the value of currencies; o changes in labor conditions; o longer payment cycles; o greater difficulty in collecting accounts receivable; o burdens and costs of compliance with a variety of foreign laws; o political and economic instability; o increases in duties and taxation; o imposition of restrictions on currency conversion or the transfer of funds; o limitations on imports or exports; o expropriation of private enterprises; and o reversal of the current policies (including favorable tax and lending policies) encouraging foreign investment or foreign trade by our host countries. 7 The attractiveness of our services to our U.S. customers can be affected by changes in U.S. trade policies, such as "most favored nation" status and trade preferences for certain Asian nations. For example, trade preferences extended by the United States to Malaysia in recent years were not renewed in 1997. In addition, some countries in which we operate, such as Brazil, Mexico and Malaysia, have experienced periods of slow or negative growth, high inflation, significant currency devaluations and limited availability of foreign exchange. Furthermore, in countries such as Mexico and China, governmental authorities exercise significant influence over many aspects of the economy, and their actions could have a significant effect on Flextronics. Finally, we could be adversely affected by inadequate infrastructure, including lack of adequate power and water supplies, transportation, raw materials and parts in countries in which we operate. Currency Fluctuations With the acquisitions of the Karlskrona facilities, Neutronics and Conexao, a significant portion of our business is conducted in the Swedish kronor, Austrian schilling and Brazilian real, respectively. In addition, some of our costs, such as payroll and rent, are denominated in currencies such as the Singapore dollar, the Hong Kong dollar, the Malaysian ringgit, the Hungarian forint, the Mexican peso, and the British pound, as well as the kronor, the schilling and the real. In recent years, the Hungarian forint, Brazilian real and Mexican peso have experienced significant devaluations, and in January 1999 the Brazilian real experienced further significant devaluations. Changes in exchange rates between these and other currencies and the U.S. dollar will affect our cost of sales and operating margins. We cannot predict the impact of future exchange rate fluctuations. Our European and Latin American operations use financial instruments, primarily forward purchase contracts, to hedge certain fixed Japanese yen, German deutschmark, U.S. dollar, and other foreign currency commitments arising from trade accounts payable and fixed purchase obligations. Because we hedge only fixed obligations, we do not expect that these hedging activities will have a material effect on our results of operations or cash flows. However, our hedging activities may be unsuccessful, and we may change or reduce our hedging activities in the future. 8 SELLING SHAREHOLDERS The following table sets forth certain information regarding the shares beneficially owned by the selling shareholders named below as of April 15, 1999, the shares that may be offered and sold from time to time by such selling shareholders pursuant to this Prospectus (assuming each selling shareholder sells all of the Ordinary Shares offered hereby) and the nature of any position, office or other material relationship which each such selling shareholder has had with the Company. The selling shareholders named below, together with any pledgee or donee of any such named shareholders, and any person who may purchase shares offered hereby from any such named shareholders in a private transaction in which they are assigned such shareholders' rights to registration of their shares, are referred to in this Prospectus as the "Selling Shareholders." Except as indicated below, the shares that may be offered and sold pursuant to this Prospectus represent all of the shares beneficially owned by each named selling shareholder as of April 15, 1999. All of such shares were acquired by the selling shareholders in connection with the Company's acquisitions of Neutronics, Energipilot, DTM, Conexao, Altatron, Marathon Business Park LLC and FICO Forest Industrial Co. Limited. Because the Selling Shareholders may offer from time to time all or some of their shares under this Prospectus, no assurances can be given as to the actual number of shares that will be sold by any Selling Shareholder or that will be held by the Selling Shareholder after completion of such sales.
Shares Beneficially Owned Shares Beneficially Owned Prior to the Offering (1) After the Offering ------------------------- Shares Being -------------------------- Name Number Percent (2) Offered Number Percent - ---- ------ ------- ------- ------ ------- Hui Shing Leong (3) 2,247,700 4.7% 1,096,400 1,151,300 2.4% Joseph L. Jeng (4) 1,015,460 2.1% 1,015,460 -- -- Marrina C. Jeng (5) 1,015,460 2.1% 1,015,460 -- -- Celso Moraes Camargo Filho (6) 408,576 * 393,514 -- -- 3C Comercio E Participacoes (7) 408,576 * 62 -- -- Osterreichische Philips Industrie 147,754 * 147,754 -- -- GmbH (8) Humphrey Porter (9) 104,800 * 49,800 -- -- Law Sing Hong 72,795 * 72,795 -- -- Walter Mayrhofer (10) 70,000 * 70,000 -- -- Law Shun Hang 55,055 * 55,055 -- -- Philips Beteiligungs GmbH(11) 47,446 * 47,446 -- -- Richard Pfaffstaller (12) 46,900 * 24,400 -- -- Hubert Hofferer (13) 46,900 * 24,400 -- -- Bo Sjunnesson (14) 30,000 * 30,000 -- --
* Less than 1%. (1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission that deem shares to be beneficially owned by any person who has voting or investment power with respect to such shares. Ordinary Shares subject to options that are currently exercisable or exercisable within 60 days after April 15, 1999 are deemed to be outstanding and to be beneficially owned by the person holding such options for the purpose of computing the percentage ownership of such person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. (2) Percentage ownership is based upon 47,995,646 outstanding Ordinary Shares as of April 15, 1999. 9 (3) Mr. Hui Shing Leong is a director of the Company, and was a director and shareholder of Neutronics until its acquisition by the Company. Includes up to 1,128,800 shares held by Great Empire Limited, an entity affiliated with Mr. Hui. Shares beneficially owned by Mr. Hui include 22,500 shares subject to options exercisable within 60 days after April 15, 1999 held by Mr. Hui. (4) Shares beneficially owned by Mr. Joseph L. Jeng include 507,730 shares held by Mrs. Marrina C. Jeng. See Note 5. Mr. Jeng was an officer and director of Altatron until its acquisition by the Company. (5) Shares beneficially owned by Mrs. Marrina C. Jeng include 507,730 shares held by Mr. Joseph L. Jeng. See Note 4. Ms. Jeng was an officer and director of Altatron until its acquisition by the Company. (6) Mr. Celso Moraes Camargo Filho is an officer of a subsidiary of the Company and was an officer, director and member of Conexao until its acquisition by the Company. Shares beneficially owned by Mr. Celso Moraes Camargo Filho include 62 shares held by 3C Comercio E Participacoes Ltda (see Note 7) and 15,000 shares subject to options exercisable within 60 days after April 15, 1999 held by Mr. Camargo. (7) Shares beneficially owned by 3C Comercio E Participacoes Ltda. include 393,514 shares held by Mr. Celso Moraes Camargo Filho, who controls 3C Comercio E Participacoes Ltda. (see Note 6) and 15,000 shares subject to options exercisable within 60 days after April 15, 1999 held by Mr. Camargo (8) Osterreichische Philips Industrie GmbH was a shareholder of Neutronics until its acquisition by the Company, and is an affiliate of Philips Electronics, a significant customer of the Company. (9) Mr. Humphrey Porter is an officer of the Company and was a director, officer and shareholder of Neutronics until its acquisition by the Company. Shares beneficially owned by Mr. Porter include 55,000 shares subject to options exercisable within 60 days after April 15, 1999 held by Mr. Porter. (10) Mr. Walter Mayrhofer is an officer of a subsidiary of the Company and was a director, officer and shareholder of Neutronics until its acquisition by the Company. (11) Philips Beteiligungs GmbH was a shareholder of Neutronics until its acquisition by the Company, and is an affiliate of Philips Electronics, a significant customer of the Company. (12) Mr. Richard Pfaffstaller is an officer of a subsidiary of the Company and was a director, officer and shareholder of Neutronics until its acquisition by the Company. Shares beneficially owned by Mr. Pfaffstaller include 22,500 shares subject to options exercisable within 60 days after April 15, 1999 held by Mr. Pfaffstaller. (13) Mr. Hubert Hofferer is an officer of a subsidiary of the Company and was a director, officer and shareholder of Neutronics until its acquisition by the Company. Shares beneficially owned by Mr. Hofferer include 22,500 shares subject to options exercisable within 60 days after April 15, 1999 held by Mr. Hofferer. (14) Mr. Bo Sjunnesson is an officer of a subsidiary of the Company, and was a director, officer and the sole shareholder of Energipilot prior to its acquisition by the Company. PLAN OF DISTRIBUTION The Selling Shareholders may sell or distribute some or all of the shares from time to time through underwriters or dealers or brokers or other agents or directly to one or more purchasers, including pledgees, in transactions (which may involve crosses, block transactions or short sales) on Nasdaq, in privately negotiated transactions (including sales pursuant to pledges or short sales) or in the over-the-counter market, or in a combination of such transactions. Such transactions may be effected by the Selling Shareholders at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. Brokers, dealers, agents or underwriters participating in such transactions as agent may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders (and, if they act as agent for the purchaser of such shares, from such purchaser). Such discounts, concessions or commissions as to a particular broker, dealer, agent or underwriter might be in excess of those customary in the type of transaction involved. This Prospectus also may be used, with Flextronics' consent, by donees or pledgees of the Selling 10 Shareholders, or by other persons acquiring shares and who wish to offer and sell such shares under circumstances requiring or making desirable its use. The Selling Shareholders and any such underwriters, brokers, dealers or agents that participate in such distribution may be deemed to be "underwriters" within the meaning of the Securities Act, and any discounts, commissions or concessions received by any such underwriters, brokers, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. Neither Flextronics nor the Selling Shareholders can presently estimate the amount of such compensation. We will pay substantially all of the expenses incident to this offering of the shares by the Selling Shareholders to the public other than commissions and discounts of underwriters, brokers, dealers or agents. We have agreed to indemnify the Selling Shareholders against certain liabilities, including liabilities arising under the Securities Act, in connection with the offer and sale of the shares, and Selling Shareholders may indemnify brokers, dealers, agents or underwriters that participate in transactions involving sales of the Shares against certain liabilities, including liabilities arising under the Securities Act. In order to comply with certain states' securities laws, if applicable, the shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless the shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. The shares were originally issued to former shareholders of Neutronics, DTM, Energipilot, Conexao and Altatron in connection with the acquisitions of such companies pursuant to exemptions from the registration requirements of the Securities Act provided by Section 4(2) thereof. LEGAL MATTERS The validity of the securities offered hereby has been passed upon for us by Allen & Gledhill, Singapore. 11 ================================================================================ NO DEALER, SALES REPRESENTATIVE, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY FLEXTRONICS OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES OTHER THAN THE ORDINARY SHARES TO WHICH IT RELATES OR AN OFFER TO, OR A SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF FLEXTRONICS OR THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. -------------------- -------------------- PROSPECTUS -------------------- April 30, 1999 ================================================================================ INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. Other Expenses of Issuance and Distribution. The following table sets forth an itemized statement of all estimated expenses in connection with the issuance and distribution of the securities being registered: SEC Registration fee............................... $ 38,882 Printing and engraving expenses.................... 5,000 Legal expenses..................................... 15,000 Blue Sky expenses.................................. 5,000 Accounting fees and expenses....................... 10,000 Miscellaneous...................................... 1,118 -------- Total.......................................... $75,000 ITEM 15. Indemnification of Officers and Directors. As permitted by the laws of Singapore, the Articles of Association of the Company provide that, subject to the Companies Act, our Directors and officers will be indemnified by the Company against any liability incurred by them in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to have been done as an officer, Director or employee of the Company and in which judgment is given in their favor or in which they are acquitted or in connection with any application under any statute for relief from liability in respect thereof in which relief is granted by the court. Directors and officers may not be indemnified by the Company against any liability which by law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Company. ITEM 16. Exhibits and Financial Statements and Schedules. EXHIBIT NUMBER EXHIBIT TITLE 5.1 Opinion and Consent of Allen & Gledhill with respect to the Ordinary Shares being registered. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Moore Stephens. 23.3 Consent of Allen & Gledhill (included in Exhibit 5.1). 24.1 Power of Attorney (included in the signature page of this Registration Statement). ITEM 17. UNDERTAKINGS. 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: (i) to include any Prospectus required by section 10(a)(3) of the Securities Act; (ii) to reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) 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; provided, however, that (i) and (ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by (i) and (ii) is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant 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 whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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. For purposes of determining any liability under the Securities Act, the information omitted from the form of Prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Jose, State of California on this 30th day of April, 1999. FLEXTRONICS INTERNATIONAL LTD. By: /s/ Michael E. Marks -------------------------------------- Michael E. Marks POWER OF ATTORNEY KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Michael E. Marks and Robert R.B. Dykes, and each of them, attorneys-in-fact for the undersigned, each with the power of substitution, for the undersigned in any and all capacities, to sign any amendments (including post-effective amendments) to the Registration Statement, and to file the same, with 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, this Registration Statement has been signed below by the following persons and in the capacities and on the dates indicated.
Signature Title Date /s/ Michael E. Marks Chairman of the Board, and Chief Executive April 30, 1999 - --------------------- Officer (principal executive officer) Michael E. Marks /s/ Tsui Sung Lam President, Asia Pacific Operations and Director April 30, 1999 - --------------------- Tsui Sung Lam /s/ Robert R.B. Dykes Senior Vice President of Finance and April 30, 1999 - --------------------- Administration (principal financial Robert R.B. Dykes and accounting officer) - --------------------- Director Michael J. Moritz /s/ Richard L. Sharp Director April 30, 1999 - --------------------- Richard L. Sharp /s/ Patrick Foley Director April 30, 1999 Patrick Foley /s/ Alain Ahkong Director April 30, 1999 Alain Ahkong /s/ Hui Shing Leong Director April 30, 1999 - --------------------- Hui Shing Leong
EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF DOCUMENT 5.1 Opinion and Consent of Allen & Gledhill with respect to the Ordinary Shares being registered. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Moore Stephens. 23.3 Consent of Allen & Gledhill (included in Exhibit 5.1). 24.1 Power of Attorney (included in the signature page of this Registration Statement). EX-5.01 2 OPINION AND CONSENT OF ALLEN & GLEDHILL [On the Letterhead of Allen and Gledhill] OUR REF: YLT/SLLC/02825/90 Flextronics International Ltd. 514 Chai Chee Lane #04-13 1 Bedok Industrial Estate Singapore 469029 30th April, 1999 Dear Sirs: Registration Statement on Form S-3 of Flextronics International Ltd. (the "Company") We refer to the Registration Statement on Form S-3 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission on or about 30th April, 1999 in connection with the registration under the Securities Act of 1933, as amended, of 4,042,546 ordinary shares of S$0.01 each in the capital of the Company (the "Ordinary Shares") to which the Registration Statement relates ("Registration Shares"). The Registration Shares are part of the aggregate number of: 1. 303,288 Ordinary Shares allotted and issued pursuant to the acquisition by the Company of all of the outstanding quotas of Conexao Informatica Ltda.; 2. 630,920 Ordinary Shares allotted and issued pursuant to (i) the acquisition by statutory merger of Altatron, Inc. ("Altatron") through the merger of Altatron with and into FA Acquisition Corporation (a wholly-owned subsidiary of the Company), and (ii) the acquisition by the Company (or a subsidiary, or subsidiaries, of the Company designated by the Company) of all of the outstanding membership interests in Marathon Business Park LLC; 3. 2,806,000 Ordinary Shares allotted and issued pursuant to the acquisition by the Company of 92% of the outstanding shares of Neutronics Electronic Industries Holding A.G.; 4. 229,990 Ordinary Shares allotted and issued pursuant to the acquisition by Flextronics International (Sweden) AB (a wholly-owned subsidiary of the Company) of all of the outstanding shares of Energipilot AB; 5. 252,469 Ordinary Shares allotted and issued pursuant to the acquisition by statutory merger of DTM Products, Inc. ("DTM") through the merger of DTM with and into CBJ One, Inc. (a wholly-owned subsidiary of the Company); 6. 127,850 Ordinary Shares allotted and issued pursuant to the acquisition by the Company of 5,000 ordinary shares of HK$1.00 each in the share capital of Fico Investment Holding Limited; and 7. 23,534,229 Ordinary Shares allotted and issued pursuant to the Company's one-for-one bonus issue effected on 11th January, 1999. As your Singapore counsel, we have examined the proceedings taken by the Company in connection with the allotment and issuance of the Registration Shares. We have also made such other examinations of law and fact as we have considered necessary in order to form a basis for the opinion hereafter expressed. Based on the foregoing, we are of the opinion that the Registration Shares allotted and issued by the Company, and which are represented by share certificates issued in respect of such Registration Shares, are legally issued and fully-paid. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement and any amendments thereto. Yours faithfully, /s/ Allen & Gledhill EX-23.1 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated April 23, 1998 included in Flextronics International Ltd.'s Form 10-K for the year ended March 31, 1998. ARTHUR ANDERSEN LLP San Jose, California April 29, 1999 EX-23.2 4 CONSENT OF MOORE STEPHENS Exhibit 23.2 [Letterhead of Moore Stephens] Our Reference: 85/25725 29 April 1999 Flextronics International Limited 2090 Fortune Drive San Jose, CA 95131 FLEXTRONICS INTERNATIONAL LIMITED FORM S-3 (2) As independent public accountants, we hereby consent to the use of our reports (and all references to our Firm) included in or made a part of this registration statement. /s/ Moore Stephens - ------------------- Moore Stephens -----END PRIVACY-ENHANCED MESSAGE-----