-----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, FtW9VKK3dPz8l6r6r/QLZnXjhoeJ7YaLxQcM7C4+IoUNtVYa3fWLLXoZx56ITBTn rpWueeX/vuvosd+tngOUhg== 0000891554-00-001074.txt : 20000419 0000891554-00-001074.hdr.sgml : 20000419 ACCESSION NUMBER: 0000891554-00-001074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000403 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000418 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: 8-K SEC ACT: SEC FILE NUMBER: 000-23354 FILM NUMBER: 603613 BUSINESS ADDRESS: STREET 1: 11 UBI ROAD 1 STREET 2: #07 01 02 MEIBAN INDUSTRIAL BLDG CITY: SINGAPORE 408723 STATE: U0 BUSINESS PHONE: 0654495255 FORMER COMPANY: FORMER CONFORMED NAME: FLEX HOLDINGS PTE LTD DATE OF NAME CHANGE: 19940201 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2000 FLEXTRONICS INTERNATIONAL LTD. (Exact Name of Registrant as Specified in Its Charter) Singapore (State or Other Jurisdiction of Incorporation) 0-23354 Not Applicable (Commission (IRS Employer File Number) Identification No.) 11 Ubi Road 1, #07-01/02, Meiban Industrial Building, Singapore 408723 (Address of Principal Executive Offices) (Zip Code) (65) 844-3366 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 2: Acquistion or Disposition of Assets. On April 3, 2000, Flextronics International Ltd., a Singapore company ("Flextronics"), completed its merger of The DII Group, Inc., a Delaware corporation ("DII"), pursuant to an Agreement and Plan of Merger dated November 22, 1999 (the "Merger Agreement"). The transaction was accomplished by merging a wholly owned subsidiary of Flextronics into DII. DII survived the merger and became a wholly owned subsidiary of Flextronics. The merger was accounted for as a "pooling of interests" transaction for accounting purposes and was structured to be a "tax-free" reorganization for federal income tax purposes. The directors and executive officers of Flextronics were not changed as a result of the merger. Prior to the merger, DII was in the business of providing electronics design and manufacturing services to original equipment manufacturers primarily in the telecommunications, data communications, high-end computing and medical devices industries. Now that the merger has been consummated, DII will continue its historical business. Pursuant to the terms of the Merger Agreement, each share of DII common stock, par value $0.01 per share, was converted into a right to receive 1.61 Flextronics ordinary shares, par value S$0.01 per share. No fractional Flextronics ordinary shares were be issued in connection with the merger, but in lieu thereof each holder of DII common stock who would otherwise be entitled to receive a fraction of a Flextronics ordinary share, after aggregating all Flextronics ordinary shares to be received by such holder, will receive from Flextronics an amount of cash equal to $70.4375 multiplied by the fraction of a Flextronics ordinary share to which such holder would otherwise be entitled. By virtue of the merger and without the need for any further action on the part of any holders thereof, each issued and outstanding option and other rights to purchase DII common stock immediately outstanding prior to the effective of the merger was assumed by Flextronics and converted into an option or other right to purchase that number of Flextronics ordinary shares determined by multiplying the number of shares of DII common stock subject to such DII option or other right to purchase immediately prior to the effective time of the merger by 1.61, subject to rounding down to eliminate fractional shares, at an exercise price per Flextronics ordinary share equal to the exercise price per share of DII common stock that was in effect for such DII option or other right to purchase immediately prior to the effective time divided by 1.61, subject to rounding up to the nearest whole cent. Pursuant to these exchange ratios, in the merger, Flextronics issued approximately 63.1 million Flextronics ordinary shares, and assumed outstanding options and other rights to purchase approximately 5.2 million Flextronics ordinary shares. The exchange ratio was determined on the basis of, among other things (i) a comparison of certain financial and stock market information for Flextronics and certain financial information for DII with similar types of information for certain other companies in businesses similar to those of Flextronics and DII; and (ii) discussions between senior management of Flextronics and DII regarding the business and prospects of their respective companies. Furthermore, the officers, directors, ten percent stockholders and other "affiliates" of DII (within the meaning of Rule 145 or Rule 405 of the Securities Act) were obligated to each enter into an affiliates agreement, primarily to agree to abide by certain restrictions on the transfer of the securities of Flextronics and DII to help assure the ability of Flextronics to treat the merger as a "pooling of interests" for accounting purposes. Item 7: Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. It is impracticable for Flextronics to currently provide the required financial statements for DII called for by Item 7(a). Pursuant to paragraph (a)(4) of Item 7 of Form 8-K, the financial statements of DII required to be filed under paragraph (a) of this Item 7 will be filed as soon as practicable, but not later than required by Item 7 of Form 8-K. (b) Pro Forma Financial Information. It is impracticable for Flextronics to currently provide the pro forma financial information with respect to the acquisition of DII by Flextronics called for by this Item 7(b). Pursuant to paragraphs (b)(2) and (a)(4) of Item 7, the pro forma financial statements required to be filed under paragraph (b) of this Item 7 will be filed as soon as practicable, but not later than required by paragraphs (b)(2) and (a)(4) of Item 7 of Form 8-K. (c) Exhibits. The following exhibits are filed herewith: 2.01 Agreement and Plan of Merger dated as of November 22, 1999 by and among Flextronics International Ltd., Slalom Acquisition Corp. and The DII Group, Inc. (Incorporated by reference to Exhibit 2.01 to Flextronics' current report on Form 8-K, filed with the Commission on December 6, 1999.) 99.01 Press Release issued by Flextronics on April 3, 2000 announcing the closing of the merger. SIGNATURE 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 thereunto duly authorized. FLEXTRONICS INTERNATIONAL LTD. Date: April 17, 2000 By: /s/ Robert R. B. Dykes ------------------------------- Robert R. B. Dykes President, Systems Group and Chief Financial Officer EXHIBIT INDEX 2.01 Agreement and Plan of Merger dated as of November 22, 1999 by and among Flextronics International Ltd., Slalom Acquisition Corp. and The DII Group, Inc. (Incorporated by reference to Exhibit 2.01 to Flextronics' current report on Form 8-K filed with the Commission on December 6, 1999.) 99.01 Press Release issued by Flextronics on April 3, 2000 announcing the closing of the merger. EX-99.01 2 PRESS RELEASE Exhibit 99.01 Flextronics Completes Acquisition Of The Dii Group Flextronics Continues Rapid Growth With Strategic Additions To Its Worldwide Manufacturing Facilities And Design Services Singapore - April 3, 2000 - Flextronics International Ltd. (NASDAQ: FLEX) today completed its acquisition of The Dii Group, Inc. (NASDAQ: DIIG). Obtained in a tax-free, stock-for-stock agreement, The Dii Group acquisition is designed to expand Flextronics' printed circuit board operations, design services and geographic locations. The combined company is the fourth largest provider of electronics manufacturing services by revenues and second largest by market capitalization, with strengths in telecommunications, consumer electronics, PCB fabrication and design services. "The Internet and creation of a global marketplace are driving companies to find faster ways to design, manufacture, and distribute customer products internationally," said Michael E. Marks, Chairman and Chief Executive Officer of Flextronics. "Flextronics has been able to quickly provide these companies with one of the industry's largest global manufacturing infrastructures through a series of carefully planned acquisitions. Just as our customers are driven by the need to respond to their market needs, this acquisition is all part of an overall plan that allows us to quickly react to their needs." Along with its physical expansion across the globe, Flextronics is also a leader in expanding the traditional role of an electronics manufacturing services provider. The company completely manages the product lifecycle from product design all the way through to distribution to the end user. Flextronics offers its customers the ability to take orders off the Internet, build them to order, and ship them to any part of the globe. The acquisition of The Dii Group will improve Flextronics in a number of important areas, including: o Expands Flextronics' network of global manufacturing facilities. The company will gain a manufacturing presence in Ireland, Germany and the Czech Republic, and will expand its PCB assembly capacity in China, Malaysia, Mexico, Austria and the United States. o Enhances its printed circuit board fabrication offering by adding the capability of manufacturing larger multilayer boards of up to 68 layers and provides advanced PCB manufacturing capabilities in California, Minnesota, Texas, Germany, China and Brazil. o Provides semiconductor design centers in California, Arizona, India and Israel. o Expands Flextronics' backplane fabrication and manufacturing assembly. o Provides new customer relationships, and strengthens existing relationships. About Flextronics Flextronics (NASDAQ: FLEX) is a global full-service supplier of a full spectrum of value-added Electronic Manufacturing Services. Its global original equipment manufacturer (OEM) customers include leaders in fast-growth communications, computers, medical and consumer markets where innovation, time-to-market, product miniaturization and cost reduction are paramount. For more information, please visit the Flextronics Web site at www.flextronics.com This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve a number of significant risks and uncertainties that may cause results to vary from expectations. These risks include unexpected costs in connection with the combination, including diversion of management time; risks relating to integrating Flextronics and The Dii Group; risks involved in retaining and motivating key personnel; and difficulties in obtaining any of the expected benefits of the combination. Other risks and uncertainties are described in the proxy statement/prospectus on Form S-4 relating to the merger, Flextronics' most recent annual report on Form 10-K for the fiscal year ended March 31, 1999 and its quarterly report on Form 10-Q for the quarter ended December 31, 1999, each filed with the Securities and Exchange Commission. At Flextronics International: Cheryl Scritchfield Corporate Marketing Director (408) 576-7901 cheryl.scritchfield@flextronics.com Laurette Slawson Treasurer/Investor Relations (408) 576-7233 laurette.slawson@flextronics.com -----END PRIVACY-ENHANCED MESSAGE-----