-----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, Hpw6W0QyCWZZiK7qQ7RCR7B02BzkKnNPKX7GyHZtbxFW5vINWdee0pkK4IznXLGQ jYehGJ0kuPGw+Z5rwQxRPw== 0000950123-09-011586.txt : 20090605 0000950123-09-011586.hdr.sgml : 20090605 20090605060951 ACCESSION NUMBER: 0000950123-09-011586 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090605 DATE AS OF CHANGE: 20090605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLEXTRONICS INTERNATIONAL LTD. CENTRAL INDEX KEY: 0000866374 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-46275 FILM NUMBER: 09875452 BUSINESS ADDRESS: STREET 1: ONE MARINA BOULEVARD, #28-00 CITY: SINGAPORE STATE: U0 ZIP: 018989 BUSINESS PHONE: (65) 6890 7188 MAIL ADDRESS: STREET 1: ONE MARINA BOULEVARD, #28-00 CITY: SINGAPORE STATE: U0 ZIP: 018989 FORMER COMPANY: FORMER CONFORMED NAME: FLEXTRONICS INTERNATIONAL LTD DATE OF NAME CHANGE: 19940318 FORMER COMPANY: FORMER CONFORMED NAME: FLEX HOLDINGS PTE LTD DATE OF NAME CHANGE: 19940201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLEXTRONICS INTERNATIONAL LTD. CENTRAL INDEX KEY: 0000866374 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: ONE MARINA BOULEVARD, #28-00 CITY: SINGAPORE STATE: U0 ZIP: 018989 BUSINESS PHONE: (65) 6890 7188 MAIL ADDRESS: STREET 1: ONE MARINA BOULEVARD, #28-00 CITY: SINGAPORE STATE: U0 ZIP: 018989 FORMER COMPANY: FORMER CONFORMED NAME: FLEXTRONICS INTERNATIONAL LTD DATE OF NAME CHANGE: 19940318 FORMER COMPANY: FORMER CONFORMED NAME: FLEX HOLDINGS PTE LTD DATE OF NAME CHANGE: 19940201 SC TO-C 1 d68004tosctovc.htm SCHEDULE TO-C sctovc
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FLEXTRONICS INTERNATIONAL LTD.
(Name of Subject Company (Issuer) and Filing Person (Offeror)
Options to Purchase Ordinary Shares, no par value
(Title of Class of Securities)
Y2573F102
(CUSIP Number of Ordinary Shares Underlying Class of Securities)
Michael M. McNamara
Chief Executive Officer
Flextronics International Ltd.
One Marina Boulevard, #28-00
Singapore 018989
(65) 6890-7188
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the filing persons)
With copies to:
Jeffrey N. Ostrager, Esq.
Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue
New York, New York 10178
(212) 696-6000
CALCULATION OF FILING FEE
     
Transaction Valuation(*)   Amount of Filing Fee(*)
     
     
Not applicable   Not applicable
 
(*)   Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it contains only preliminary communications made before the commencement of a tender offer.
o   Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
     
Amount Previously Paid: Not applicable
  Form or Registration No.: Not applicable
Filing Party: Not applicable
  Date Filed: Not applicable
Form or Registration No.: Not applicable
    
þ   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this statement relates:
             
o
  third party tender offer subject to Rule 14d-1   o   going-private transaction subject to Rule 13e-3
þ
  issuer tender offer subject to Rule 13e-4   o   amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer:     o
 
 

 

 

Explanatory Note
Attached as Exhibit 99.1 is a presentation to be given by Flextronics International Ltd. (the “Company”) to certain holders of its Ordinary Shares beginning on or about June 5, 2009, regarding the Company’s proposed Option Exchange Program.
Additional Information About the Option Exchange Program and Where to Find It
The Option Exchange Program described in the attached presentation has not commenced. If the Option Exchange Program is approved by the Company’s shareholders and, if and when the Option Exchange Program is commenced by the Company, the Company will provide the eligible participants with written materials explaining the terms of the Option Exchange Program. Persons who are eligible to participate in the Option Exchange Program should read these materials carefully, because they will contain important information about the Option Exchange Program.
The Company’s shareholders and option holders will be able to obtain the written materials described above and other documents filed by the Company with the SEC free of charge from the SEC’s website at www.sec.gov. In addition, shareholders and option holders may obtain free copies of the documents filed by the Company with the SEC by writing the Company at its principal U.S. offices at: Flextronics International Ltd., 2090 Fortune Dr., San Jose, California 95131 U.S.A.
Item 12. Exhibits.
     
Exhibit    
No.   Description
99.1
  Presentation on Option Exchange Program (incorporated by reference to the Definitive Additional Materials filed on Schedule 14A with the Securities and Exchange Commission on June 5, 2009)

2

-----END PRIVACY-ENHANCED MESSAGE-----