-----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, TO3hfZ+TpRO/ErRGXyc1L81oYhNBhDDFYmDuiirqkfoEZwroVArNyBf2YkTNfRRb LqzWwLJCU9+NO2eZSDqwJA== 0000891618-99-004549.txt : 19991018 0000891618-99-004549.hdr.sgml : 19991018 ACCESSION NUMBER: 0000891618-99-004549 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991013 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/A SEC ACT: SEC FILE NUMBER: 333-87601 FILM NUMBER: 99727186 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/A 1 AMENDMENT NO. 1 TO FORM S-3 1 As filed with the Securities and Exchange Commission on October 13, 1999 REGISTRATION NO. 333-87601 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- AMENDMENT NO. 1 TO 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 (I.R.S. Employer Jurisdiction of file number) Identification No.) Incorporation) ---------------------- 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: [ ] Pursuant to Rule 429 promulgated under the Securities Act of 1933, as amended, the Prospectus which constitutes part of this Registration Statement is a combined prospectus and also relates to 1,048,700 of the Registrant's ordinary shares previously registered on Form S-3, Registration No. 333-77515. This Registration Statement also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-77515. Such Post-Effective Amendment shall become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act of 1933, as amended. 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. ================================================================================ 2 EXPLANATORY NOTE The sole purpose of this Amendment is to file exhibits to the Registration Statement. No changes have been made to the text of the Registration Statement other than to Item 16 (Exhibits). ITEM 16. Exhibits and Financial Statements and Schedules. EXHIBIT
EXHIBIT NUMBER EXHIBIT TITLE - ------ ------------- 2.1* Asset Transfer Agreement between Ericsson Business Networks AB and Flextronics International Sweden AB dated as February 12, 1997. Certain schedules have been omitted. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. (Incorporated by reference to Exhibit 2.6 of the Registrant's Registration Statement on Form S-3, No. 333-21715.) 2.2* Exchange Agreement dated October 19, 1997 by and among the Registrant, Neutronics Electronic Industries Holding A.G. and the named shareholders of Neutronics Electronic Industries Holding A.G. (Incorporated by reference to Exhibit 2 of the Registrant's Current Report on Form 8-K for event reported on October 30, 1997.) 2.3* Exchange Agreement dated as of June 11, 1999 among the Registrant, Flextronics Holding Finland Oyj and Seppo Parhankangas. (Incorporated by reference to Exhibit 2.3 of the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1999.) 3.1* Memorandum of Association of the Registrant. (Incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1, No. 33-74622.) 3.2* Articles of Association of the Registrant. (Incorporated by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form S-4, No. 33-85842.) 4.1* Indenture dated as of October 15, 1997 between the Registrant and State Street Bank and Trust Company of California, N.A., as trustee. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K for event reported on October 15, 1997.) 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). 27.1* Financial Data Schedule. (Incorporated by reference to Exhibit 27.1 of the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1999.)
- ---------- * Previously filed. ** Filed herewith. II-1 3 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 Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Jose, State of California on this 13th day of October, 1999. FLEXTRONICS INTERNATIONAL LTD. By: /s/ Michael E. Marks ------------------------------------- Michael E. Marks Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to 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 October 13, 1999 - ------------------------ Officer (principal executive officer) Michael E. Marks /s/ Tsui Sung Lam* Director October 13, 1999 - ------------------------ Tsui Sung Lam /s/ Robert R.B. Dykes President, Systems Group and Chief October 13, 1999 - ------------------------ Financial Officer (principal financial Robert R.B. Dykes and accounting officer) /s/ Michael J. Moritz* Director October 13, 1999 - ------------------------ Michael J. Moritz /s/ Richard L. Sharp* Director October 13, 1999 - ------------------------ Richard L. Sharp /s/ Patrick Foley* Director October 13, 1999 - ------------------------ Patrick Foley /s/ Alain Ahkong* Director October 13, 1999 - ------------------------ Alain Ahkong /s/ Hui Shing Leong* Director October 13, 1999 - ------------------------ Hui Shing Leong *By:/s/ Michael E. Marks ---------------------------------- Michael E. Marks, Attorney-in-Fact
II-2 4 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).
- ---------- * Previously filed. ** Filed herewith. EX-5.1 2 OPINION OF ALLEN & GLEDHILL 1 Exhibit 5.1 [Letterhead of Allen & Gledhill] Writer's Name: Ms. Yap Lune Teng Our Ref: YLT/SLLC/02825/90 Writer's Direct Line: (65) 420-7665/6 Writer's Direct Fax: (65) 224-3017 Your Ref: Writer's Direct e-mail: yapluneteng@gledhill.com.sg Flextronics International Ltd. 514 Chai Chee Lane #04-13 1 Bedok Industrial Estate Singapore 469029 13th October, 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") filed by the Company with the Securities and Exchange Commission on or about 22nd September, 1999 in connection with the registration under the Securities Act of 1933, as amended, of 2,688,342 ordinary shares of S$0.01 each in the capital of the Company (the "Ordinary Shares") to which the Registration Statement relates ("Registration Shares"). We have assumed that the Registration Shares are part of the aggregate number of: 1. 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.; 2. 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; 2 ALLEN & GLEDHILL 3. 23,534,229 Ordinary Shares allotted and issued pursuant to the Company's one-for-one bonus issue effected on 11th January, 1999; and 4. 1,639,642 Ordinary Shares allotted and issued pursuant to the acquisition by Flextronics Holding Finland Oy (a wholly-owned subsidiary of the Company) of all of the issued and outstanding capital stock of Kyrel EMS Oyj. 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 validly issued and fully-paid. We consent to the use of this opinion as an exhibit to be filed by amendment 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 --------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----