-----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, WX0PhYh20zjp81ue4Kp0XNF+RKwy5lsTssn0JkQbOhwjyoCkYxerjEJKXezqOmU2 ErTkiKqiTOFc37ySKOpoFw== 0000891618-96-003051.txt : 19961216 0000891618-96-003051.hdr.sgml : 19961216 ACCESSION NUMBER: 0000891618-96-003051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961119 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961213 SROS: NASD 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: 1934 Act SEC FILE NUMBER: 000-23354 FILM NUMBER: 96680403 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 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 19, 1996 FLEXTRONICS INTERNATIONAL LTD. (Exact name of registrant as specified in charter) SINGAPORE 0-23354 NOT APPLICABLE (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 514 CHAI CHEE LANE #04-13, BEDOK INDUSTRIAL ESTATE, SINGAPORE 469029 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (65) 449-5255 N/A (Former name or former address, if changed since last report.) 2 ITEM 5. Other Events (a) On November 19, 1996, Flextronics International Ltd. ("Flextronics" or the "Company" or the "Registrant") entered into a letter of intent with Ericsson Business Networks AB ("Ericsson") to acquire Ericsson's production unit in Karlskrona, Sweden (the "Karlskrona Facility"). The Karlskrona Facility manufactures sub units from business communication systems, such as the MD110 PBX, Eripax, as well as components for DECT-based systems for business cordless and radio access (DRA 1900). Flextronics intends to continue such business and will also offer employment with Flextronics to approximately 900 of the 1,000 current employees at the Karlskrona Facility. (b) On November 25, 1996, Flextronics acquired Fine Line Printed Circuit Design, Inc., a California corporation ("Fine Line"), by the statutory merger (the "Merger") of Fine Line with and into Flextronics International USA, Inc., a California corporation and a wholly-owned subsidiary of Flextronics ("Flextronics USA"). The Merger was accomplished pursuant to that certain Agreement and Plan of Reorganization dated as of November 25, 1996, by and among Flextronics, Flextronics USA and Fine Line, and a related Agreement of Merger (collectively, the "Merger Agreements"). The Merger of Fine Line with and into Flextronics USA occurred following the approval of the Merger Agreements by the shareholders of Fine Line by written consent, which was received on November 25, 1996, and satisfaction of certain other closing conditions. As a result of the Merger, the Registrant became the owner of 100% of the issued and outstanding Common Stock of Fine Line and each outstanding share of Common Stock of Fine Line was converted into 0.20099 of an Ordinary Share of the Registrant. The terms of the Merger Agreements were the result of arms-length negotiations among the parties. A total of approximately 223,321 Ordinary Shares of the Registrant will be issued to former Fine Line shareholders in exchange for the acquisition by the Registrant of all outstanding Fine Line capital stock. The shares issued to the shareholders of Fine Line were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. Fine Line is a circuit board layout and prototype operation. The Registrant intends to continue such business. ITEM 7. Financial Statements, Pro Forma Information and Exhibits (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. 3 (c) Exhibits. The following documents are filed as exhibits to the report: Exhibit Number 20.1 Press Release of the Registrant dated November 19, 1996, announcing the letter of intent to acquire the Karlskrona Facility. 20.2 Press Release of the Registrant dated October 17, 1996, announcing the Registrant's intent to acquire Fine Line. 20.3 Press Release of the Registrant dated December 4, 1996, announcing the completion of the Registrant's acquisition of Fine Line. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Flextronics International Ltd. ---------------------------------- (Registrant) Date: December 9, 1996 By /s/Michael E. Marks ---------------------------- Name: Michael E. Marks Title: Chairman of the Board and Chief Executive Officer 5 Index to Exhibits Exhibit No. Description of Document - ----------- ----------------------- 20.1 Press Release of the Registrant dated November 19, 1996, announcing the letter of intent to acquire the Karlskrona Facility. 20.2 Press Release of the Registrant dated October 17, 1996, announcing the Registrant's intent to acquire Fine Line. 20.3 Press Release of the Registrant dated December 4, 1996, announcing the completion of the Registrant's acquisition of Fine Line. EX-20.1 2 PRESS RELEASE, NOVEMBER 19, 1996 1 EXHIBIT 20.1 FLEXTRONICS INTERNATIONAL SIGNS LETTER OF INTENT TO ACQUIRE ERICSSON BUSINESS NETWORKS AB MANUFACTURING OPERATIONS FLEXTRONICS EXPECTS $350 MILLION IN ADDITIONAL ANNUAL REVENUES SAN JOSE, CA, USA, NOVEMBER 19, 1996 - Flextronics International and Ericsson Business Networks AB have signed a letter of intent to sell Ericsson's production unit in Karlskrona in the south of Sweden to the US/Singapore based company Flextronics International Ltd. According to the preliminary agreement, Flextronics will take over all the manufacturing activities including the production plants. The approximately 900 of total 1,000 employees at Ericsson Business Networks in Karlskrona, involved in the production and affected by this outsourcing, will be offered employment by Flextronics. Ericsson's production plants in Karlskrona manufacture sub units for business communication systems, such as the MD110 PBX, Eripax, as well as components for DECT-based systems for business cordless and radio access (DRA 1900). It is the main manufacturing unit of Business Area Business Networks, with deliveries worldwide, and a turnover of SEK 2.300 million (USD 350 million). The outsourcing of the Karlskrona production plants is in line with Ericsson's strategy to focus on its core competences; to be a supplier of total communications solutions. "The Karlskrona production unit is very successful, with a high technical competence, but it is not part of Ericsson's core activities," said Ronny Nilsson, Vice President and General Manager of Ericsson Business Networks AB. "We are pleased that the production will remain in Karlskrona, and are convinced that the unit has better prospects of development as part of Flextronics, with whom we will establish a close collaboration," added Ronny Nilsson. "This is a major milestone for Flextronics that gives us a strong operations center in Northern Europe, as well as solidifying our position in the telecommunications industry," said Michael Marks, Chairman and CEO of Flextronics. We are pleased with this endorsement of our strategy by Ericsson Business Networks. With the Karlskrona operations, we are well positioned to penetrate the European market, and we expect to expand these operations to better serve our worldwide customer base," Marks said. Ericsson will be an important customer of Flextronics. Negotiations concerning long-term purchasing and collaboration agreements are in process. A final 2 agreement between Ericsson Business Networks and Flextronics International will be signed after concluded negotiations, and is subject to approval from relevant authorities. Flextronics International Ltd. offers advanced contract manufacturing services of sophisticated electronics for OEMs in the communications, computer, consumer and medical electronics industries. Flextronics offers a full range of services including microelectronics packaging and PCBA design and fabrication, materials procurement, inventory management, PCB assembly, final system box build and distribution. The company has facilities in North America, Asia and Europe. Ericsson's 90,000 employees are active in more than 120 countries. Their combined expertise in switching, radio and networking makes Ericsson a world leader in telecommunications. 2. EX-20.2 3 PRESS RELEASE, OCTOBER 17, 1996 1 EXHIBIT 20.2 FLEXTRONICS INTERNATIONAL ANNOUNCES Q2 FY97 RESULTS October 17, 1996, 4:19 PM EDT SAN JOSE, Calif.--(BUSINESS WIRE)--Oct. 17,1996--Flextronics International Ltd. (NASDAQ: FLEXF) today announced its financial results for the second fiscal quarter of FY 1997, which ended Sept. 30, 1996. The company recorded net sales of $122.5M, an increase of 17%, compared to $104.8M in the second quarter of FY 1996. Net income was $5.5M or $.39 per share, versus $3.9M or $.30 per share in the second quarter of FY 1996, an increase in earnings per share of 30%. According to Michael Marks, Chairman and CEO, "We are very pleased with our performance for the quarter which resulted in record gross margin of 11.6% on sales and record net income of 4.5% on sales. Both gross margin and net income as a percent of sales have improved steadily as we continue to transition to a broader customer base, which includes more complex communication products."
Fiscal Year Fiscal Year (in thousands, except per share data) Q2 '97 Q2 '96 Net Sales $ 122,470 $ 104,816 Operating Income $ 7,407 $ 5,133 Net Income $ 5,514 $ 3,938 Earnings per share $ .39 $ .30 Weighted average ordinary shares and equivalents 14,320 13,343
During the quarter, the company completed the purchase of approximately 32 acres of land in Guadalajara, Mexico. The land is intended to be used for the company's planned development of a new manufacturing campus in Mexico. Additionally the company began construction of a new 240,000 square foot facility on its campus located in Doumen, China. On Oct. 4, 1996 the company announced its intent to acquire Fine Line Printed Circuit Design Inc. Fine Line is a premier circuit board layout and prototype operation located in Silicon Valley. The acquisition of Fine Line will strengthen the company's previously announced strategic initiative related to product introduction engineering services. 2 Flextronics International Ltd. offers advanced contract manufacturing services of sophisticated electronics for OEMs in the communications, computer, consumer and medical electronics industries. Flextronics offers a full range of services including microelectronics packaging and PCBA design and fabrication, materials procurement, inventory management, PCB assembly, final system box build and distribution. The company has facilities in North America, Asia and Europe. 2. 3 FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited)
Three Months Six Months Ended Ended Sept. 30, Sept. 30, 1996 1995 1996 1995 Net sales $122,470 $104,816 $240,739 $190,830 Costs and expenses: Cost of sales 108,207 94,558 214,350 173,465 Selling, general and administrative expenses 6,568 4,861 12,179 8,266 Goodwill & intangibles amortization 288 264 575 519 -------- -------- -------- -------- 115,063 99,683 227,104 182,250 Operating income 7,407 5,133 13,635 8,580 Interest expense and other, net 947 289 1,372 769 Income before income taxes 6,460 4,844 12,263 7,811 Provision for income taxes 946 906 1,795 1,188 Net income after income taxes 5,514 3,938 10,468 6,623 Earnings per share: Net income per share $ 0.39 $ 0.30 $ 0.73 $ 0.51 Weighted average ordinary shares and equivalents 14,320 13,343 14,305 12,907
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
Sept. 30, March 31, 1996 1996 ASSETS (Unaudited) (In thousands, except per share amounts) Current assets Cash $ 14,228 $ 6,546 Accounts receivable, net 72,216 78,114 Inventories 49,955 52,637 Other current assets 4,783 4,087 Total current assets 141,182 141,384
3. 4 Property and equipment At cost 104,859 98,998 Accumulated depreciation (36,158) (37,896) Net property and equipment 68,701 61,102 Other non-current assets 10,008 12,102 TOTAL ASSETS $ 219,891 $ 214,588 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Bank borrowings $ 17,989 $ 14,379 Current portion of capital lease and long-term debt 20,565 20,934 Accounts payable 52,817 64,625 Other current liabilities 17,445 13,770 Total current liabilities 108,816 113,708 Long term debt, less current portion 17,685 17,554 Obligations under capital leases and deferred income taxes 10,380 11,376 Notes payable to shareholders 380 686 Minority Interest 485 485 Shareholders' equity Ordinary shares, S$0.01 par value: Authorized -- 100,000,000 shares at March 31, 1996 and Sept. 30, 1996 Issued and outstanding -- 13,213,289 shares at March 31, 1996 and 13,324,759 86 85 shares at Sept. 30, 1996 Additional paid-in capital 94,283 93,634 Accumulated deficit (12,224) (22,940) Total shareholders' equity 82,145 70,779 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 219,891 $ 214,588
4. EX-20.3 4 PRESS RELEASE, DECEMBER 4,1996 1 EXHIBIT 20.3 FLEXTRONICS INTERNATIONAL TO ACQUIRE FICO PLASTICS; EXPANSION IN ASIA STRENGTHENS STRATEGIC INITIATIVES TO REDUCE CUSTOMER COSTS AND PRODUCT TIME-TO-MARKET DECEMBER 4, 1996, 5:16 AM EST SAN JOSE, Calif.--(BUSINESS WIRE)--Dec. 4, 1996--Flextronics International, a leading global EMS (Electronic Manufacturing Service) provider, today announced that the company has signed a Sales and Purchase agreement to acquire FICO Plastics Ltd., based in Hong Kong. Closing is anticipated within 60 days. FICO Plastics, with operations in Shenzhen, Guangdong Provice, China, produces injection molded plastics for electronics companies throughout Asia. FICO currently supplies plastics for a number of Flextronics customers including Microsoft and Visioneer, Inc. The firm employs 400 people in its 70,000 square-foot facilities. Annual revenues are approximately $10 million. Initially Flextronics will acquire 40 per cent of the company for an undisclosed amount of cash, with an option to purchase the remainder one year later. It is anticipated that FICO operations dedicated to Flextronics customers will be situated within the new 240,000 square-foot building under construction at Flextronics' campus location in Doumen, China. "The acquisition of FICO will strengthen our previously announced strategic initiatives. We are delighted to have another company to work with in reducing the logistics costs for our customers, as well as their products' time-to- market," said Michael Marks, Flextronics' chairman and CEO. Separately, Flextronics stated it has completed the purchase of Fine Line Printed Circuit Design, Inc., previously announced on October 4, 1996. Flextronics International Ltd. (NASDAQ:FLEXF) is a turnkey EMS provider of sophisticated electronics for OEMs in the medical, consumer, computer and communications industries. The company offers a full range of contract manufacturing services including advanced microelectronics packaging design and fabrication, miniaturized PCB design and fabrication, PCBA design and assembly, prototype fabrication, materials procurement, system-level assembly, inventory management and product distribution. The company serves OEMs from its facilities in North America, Asia and Europe. -----END PRIVACY-ENHANCED MESSAGE-----