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): OCTOBER 19, 1997

                         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.)


514 CHAI CHEE LANE, #04-13, BEDOK INDUSTRIAL ESTATE, SINGAPORE     469029
- ---------------------------------------------------------------------------
          (Address of principal executive offices)               (Zip Code)


                                 (65) 449-5255
- ---------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                 NOT APPLICABLE
- ---------------------------------------------------------------------------
         (Former name or former address, if changed since last report)



   2
ITEM 5. OTHER EVENTS.

     On October 19, 1997, Flextronics International Ltd. (the "Company") entered
into an agreement with Neutronics Electronic Industries Holding A.G.
("Neutronics") and certain of Neutronics' stockholders to acquire 92% of the
outstanding shares of Neutronics' capital stock in exchange for 2,806,000 shares
of the Company's ordinary shares (the "Exchange"). Neutronics is a contract
manufacturer headquartered in Austria and having production facilities in
Austria and Hungary. The Exchange will be accounted for as a "pooling of
interests."

     The Company will register for resale the shares issued to the Neutronics
stockholders. In connection with the transaction, the Company agreed to loan to
Neutronics and Althofen Electronics GmbH, a wholly-owned subsidiary of
Neutronics, up to US$30 million. The Company will appoint Mr. S.L. Hui, the
majority stockholder of Neutronics, to the Company's Board of Directors. The
Exchange is scheduled to close prior to November 30, 1997.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

     Not applicable.

     (b)  PRO FORMA FINANCIAL INFORMATION.

     Not applicable.

     (c)  EXHIBITS.

     (20) Other documents or statements to security holders.

     Exhibit 20     Press release issued by the Company on October 20, 1997.
   3
                                   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: October 23, 1997             By: /s/ Robert R.B. Dykes
                                       --------------------------------
                                       Robert R.B. Dykes
                                       Senior Vice President of Finance
                                         and Administration
   4
                                 EXHIBIT INDEX



Exhibit 20


Press release issued by the Company on October 20, 1997.

EX-20

   1
                                                                     EXHIBIT 20

[LOGO]
  FLEXTRONICS
INTERNATIONAL


                                  NEWS RELEASE
- --------------------------------------------------------------------------------
    FLEXTRONICS INTERNATIONAL ANNOUNCES ACQUISITION OF NEUTRONICS, A LEADING
        EUROPEAN CONTRACT MANUFACTURER WITH MAJOR OPERATIONS IN HUNGARY.

SAN JOSE, California, October 20, 1997 -- Flextronics International Ltd.
(NASDAQ: FLEXF), a global full-service supplier of innovative design,
engineering and electronics manufacturing solutions, today announced the
acquisition of Neutronics Electronic Industries Holding AG ("Neutronics"), a
European contract manufacturer currently owned by Malaysian businessman Mr.
S.L. Hui, subsidiaries of Philips Electronics NV ("Philips") and Neutronics'
management. Neutronics is headquartered in Austria, and has three manufacturing
facilities in Hungary. In addition to electronics assembly, Neutronics offers
its own injection molded plastics, which will complement Flextronics' plastics
offerings in China and Mexico.

The combined companies will continue to operate under the Flextronics
International Ltd and Neutronics Electronic Industries Holding AG names and
will be a truly global contract manufacturer offering services in Austria,
Hungary, Malaysia, The Peoples' Republic of China, Singapore, Sweden, Mexico,
the United Kingdom of Great Britain, and the United States of America.

Under the terms of the Exchange Agreement entered into on Sunday, the 19th of
October, 92% of the outstanding shares of Neutronics will be exchanged for
2,806,000 shares in Flextronics International Ltd. Flextronics' closing price
on October 17, 1997 was $45.06, which values 100% of Neutronics at $137
million. The merger will be accounted for by Flextronics as a Pooling of
Interests and is expected to close before November 30, 1997.

Mr. S.L. Hui and Philips originally established Neutronics as a joint venture in
contract manufacturing. Philips has been and expects to remain a major customer
and supplier of the combined company.

Neutronics has cancelled its proposed initial public offering of shares on
EASDAQ, which had been scheduled to be launched on October 20, 1997.

Humphrey Porter, Chairman and Chief Executive Officer of Neutronics stated "The
combination presents an exciting opportunity for the combined company as a major
global contract manufacturer with a presence in Central Europe, Western Europe,
the Americas and Asia. I believe that the combination is an excellent
opportunity for our customers, suppliers and employees in what is becoming a
rapidly consolidating and competitive global market place. I expect to be
spending the next few days discussing the effects of the combined operations
with Neutronics' customers and suppliers who will continue to receive the same
high levels of service and will now have the opportunity to work with us on a
global basis."

Michael Marks, Chief Executive Officer of Flextronics stated "We see a
significant benefit for our customers to have manufacturing capability in
Hungary and Austria, and have been impressed by Neutronics' operations there.
We have a stated objective of adding a campus operation in Central Europe to
complement our campuses in Doumen, China and Guadalajara, Mexico. With its
industrial park in Sarvar, Hungary, and its well established manufacturing
sites in Althofen, Austria and Tab and Zalaegerszeg, Hungary, we expect that
Neutronics will become an integral part of our global strategy. In addition,
Humphrey Porter and the management team at Neutronics are outstanding, and will
be extremely valuable as Flextronics grows around the world."

The Exchange Agreement provides that Mr. S.L. Hui will be appointed to the
board of Flextronics. Mr. Porter will serve on a management committee of
Flextronics, responsible for Central European operations.

It is not anticipated that there will be lay-offs or significant restructuring
costs associated with this transaction. The combined company will incur
expenses of approximately $4 million during the fiscal quarter ending December
31,



   2
1997, which are associated with this transaction and the cancelled initial
public offering of Neutronics.

Neutronics and its shareholders retained Baring Brothers Limited as their
advisor to the transaction.

For further inquiries contact:

Humphrey Porter, Managing Director, Neutronics Electronic Industries Holding AG
Tel. 43 1 60101 4750

Robert Dykes, Snr VP Finance and Administration, Flextronics International
Tel. 1 408 576 7000

Ronny Nilsson, President European Operations, Flextronics International
Tel. 46 455 548 00

John Shakeshaft, Director, Baring Brothers Limited
Tel. 44 171 767 6773

Flextonics International Ltd., is a global EMS (Electronic Manufacturing
Services) provider of a full spectrum of value-added services. Its 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.

This news release contains forward-looking information within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, and is subject to the safe harbor created by those
sections. These forward-looking statements include statements related to future
sales and operating results, company growth, the company's relationship with
Philips and anticipated costs and expenses. These forward-looking statements
involve a number of risks and uncertainties that could cause the actual results
to differ materially from those anticipated by these forward-looking
statements. These risks, and other risks, are described in Flextronic's
periodic reports filed with the SEC including its most recent Annual Report on
Form 10-K and Quarterly Report on Form 10-Q. Flextonics assumes no obligation
to update the information contained in these documents.

At Flextronics International:
Cheryl Scritchfield
Corporate Marketing
408.576.7901

Denice McCullough
Investor Relations
408.576.7912