S-8

As filed with the Securities and Exchange Commission on November 19, 2010

Registration No. 333-_________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Flextronics International Ltd.

(Exact name of Registrant as specified in its charter)

Singapore
(State or other jurisdiction of
incorporation or organization) Not Applicable
(I.R.S. Employer
Identification No.)

2 Changi South Lane
Singapore 486123
(Address of Principal Executive Offices)

Flextronics International Ltd. 2010 Equity Incentive Plan

(Full title of the plan)

Michael M. McNamara
Chief Executive Officer
Flextronics International Ltd.
2 Changi South Lane
Singapore 486123
(65) 6890-7188
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Jeffrey N. Ostrager, Esq.
Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue
New York, New York 10178
(212) 696-6000
(Counsel to the Registrant)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
		maximum	maximum
Title of securities to be	Amount to be	offering price	aggregate	Amount of
registered	registered (1)(2)	per share (3)	offering price (3)	registration fee (3)
Ordinary Shares, no par value	138,286,253 shares	$6.80	$940,346,520.40	$67,046.71

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may be offered or issued as part of any stock split, stock dividend or similar transaction.
(2)	Represents (a) 10,000,000 ordinary shares reserved for future issuance under the Registrant’s 2010 Equity Incentive Plan (the “2010 Plan”), (b) 45,932,549 ordinary shares that were previously available for future grant under prior and assumed equity plans of the Registrant which were consolidated into the 2010 Plan, and (c) 82,353,704 ordinary shares subject to outstanding equity awards under such prior and assumed equity plans that may become available for future grant under the 2010 Plan as a result of the forfeiture, expiration or termination of such awards under such plans. See “Introductory Statement”.
(3)	Calculated using the average of the high and low prices of the Registrant’s ordinary shares as reported on the NASDAQ Global Select Market on November 12, 2010 pursuant to Rules 457(c) and (h) under the Securities Act.

TABLE OF CONTENTS

INTRODUCTORY STATEMENT	3
PART II	3
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE	3
ITEM 4. DESCRIPTION OF SECURITIES	3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL	3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS	3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED	4
ITEM 8. EXHIBITS	4
ITEM 9. UNDERTAKINGS	5
SIGNATURES	6
POWER OF ATTORNEY	6
EXHIBIT INDEX	7
Exhibit 5.01
Exhibit 15.01
Exhibit 23.02

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INTRODUCTORY STATEMENT

This Registration Statement is being filed by Flextronics International Ltd. (the “Company”) to register (a) 10,000,000 ordinary shares reserved for future issuance under the Registrant’s 2010 Equity Incentive Plan (the “2010 Plan”), (b) 45,932,549 ordinary shares that were previously available for future grant under the following prior and assumed equity plans of the Registrant (collectively, the “Prior Plans”), which have been consolidated into the 2010 Plan: (i) the Company’s 2001 Equity Incentive Plan, (ii) the Company’s 2002 Interim Incentive Plan, (iii) the Solectron Corporation 2002 Stock Plan and (iv) the Company’s 2004 Award Plan for New Employees, and (c) 82,353,704 shares subject to outstanding equity awards under the Prior Plans that may become available for future grant under the 2010 Plan as a result of the forfeiture, expiration or termination of such awards under the Prior Plans.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Company hereby incorporates by reference the following documents filed with the Commission:

(a) The Company’s Annual Report on Form 10-K filed for the fiscal year ended March 31, 2010, filed on May 24, 2010;

(b) The Company’s Quarterly Reports on Form 10-Q filed for the fiscal quarters ended July 2, 2010 and October 1, 2010, filed on August 5, 2010 and November 3, 2010, respectively;

(c) The Company’s Current Reports on Form 8-K filed on May 28, 2010, June 2, 2010, July 28, 2010, August 16, 2010, September 3, 2010 and November 15, 2010; and

(d) The description of the Company’s Ordinary Shares contained in the Company’s registration statement on Form 8-A filed on January 31, 1994, as amended by the Forms 8-A/A filed on February 22, 2006 and October 23, 2006, including any amendment or report filed with the Commission for the purpose of updating such description.

In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than portions of such documents deemed not to be filed) after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities registered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Article 155 of the Company’s Articles of Association provides that, subject to the Singapore Companies Act and every other Act for the time being in force concerning companies and affecting the Company, every director or other officer shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto, including any liability in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favor; or where the proceedings are otherwise disposed of without a finding or admission of any material breach of duty on his part; or in which he is acquitted; or in connection with any application under any statute for relief from liability for any act or omission in which relief is granted to him by the court.

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In addition, Article 155 of the Company’s Articles of Association provides that no director, manager or other officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense happening to the Company, through the insufficiency or deficiency of title to any property acquired by order of the directors for the Company or for the insufficiency or deficiency of any security upon which any of the moneys of the Company are invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects are deposited, or any other loss, damage or misfortune which happens in the execution of his or her duties, unless the same happens through his or her own negligence, willful default, breach of duty or breach of trust.

Section 172 of the Singapore Companies Act prohibits a company from indemnifying its directors or officers against liability, which by law would otherwise attach to them for any negligence, default, breach of duty or breach of trust of which they may be guilty relating to the company. However, a company is not prohibited from (a) purchasing and maintaining for any such officer insurance against any such liability, or (b) indemnifying such officer against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted, or in connection with any application under Section 76A(13) or 391 or any other provision of the Singapore Companies Act in which relief is granted to him by the court.

Our directors and officers are covered by indemnification agreements with the Company and a wholly-owned subsidiary of the Company. These indemnification agreements provide the Company’s officers and directors with indemnification to the maximum extent permitted by applicable law. The Company has also obtained a policy of directors’ and officers’ liability insurance that will insure directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances which are permitted under the Singapore Companies Act.

The foregoing summaries are necessarily subject to the complete text of the Articles of Association of the Company, the Singapore Companies Act and the indemnification agreements referred to above, and are qualified in their entirety by reference thereto.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

			Incorporated by Reference
Exhibit					Filing	Exhibit		Filed
No.		Exhibit	Form	File No.	Date	No.		Herewith
	4.01	Registrant’s Memorandum of Association, as amended.	10-K	000-23354	05-29-07		3.01
	4.02	Amended and Restated Articles of Association of the Registrant.	8-K	000-23354	10-11-06		3.01
	5.01	Opinion of Allen & Gledhill LLP.						X
	15.01	Letter in Lieu of Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm						X
	23.01	Consent of Allen & Gledhill LLP (included in Exhibit 5.01).						X
	23.02	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.						X
	24.01	Power of Attorney (included on the signature page to this Registration Statement on Form S-8).						X
	99.01	Registrant’s 2010 Equity Incentive Plan.	8-K	000-23354	07-28-10		10.01

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Item 9. Undertakings.

The undersigned Company hereby undertakes:

(a)	(1)	To file, during any period in which offers or sales of the securities registered hereby are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b), if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
	(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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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 of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 19^th day of November, 2010.

FLEXTRONICS INTERNATIONAL LTD.
By:	/s/ Paul Read
	Paul Read
	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael M. McNamara and Paul Read, and each of them acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof. This Power of Attorney may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts shall together constitute one and the same instrument.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Michael M. McNamara Michael M. McNamara	Chief Executive Officer and Director (Principal Executive Officer) and Authorized U.S. Representative	November 19, 2010
/s/ Paul Read Paul Read	Chief Financial Officer (Principal Financial Officer)	November 19, 2010
/s/ Christopher Collier Christopher Collier	Senior Vice President, Finance (Principal Accounting Officer)	November 19, 2010
/s/ H. Raymond Bingham H. Raymond Bingham	Chairman of the Board	November 19, 2010
/s/ James A. Davidson James A. Davidson	Director	November 19, 2010
/s/ Robert L. Edwards Robert L. Edwards	Director	November 19, 2010
/s/ Daniel H. Schulman Daniel H. Schulman	Director	November 19, 2010
/s/ Willy C. Shih Willy C. Shih	Director	November 19, 2010
/s/ Lip-Bu Tan Lip-Bu Tan	Director	November 19, 2010
/s/ William D. Watkins William D. Watkins	Director	November 19, 2010

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EXHIBIT INDEX

			Incorporated by Reference
Exhibit					Filing	Exhibit		Filed
No.		Exhibit	Form	File No.	Date	No.		Herewith
	4.01	Registrant’s Memorandum of Association, as amended.	10-K	000-23354	05-29-07		3.01
	4.02	Amended and Restated Articles of Association of the Registrant.	8-K	000-23354	10-11-06		3.01
	5.01	Opinion of Allen & Gledhill LLP.						X
	15.01	Letter in Lieu of Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm						X
	23.01	Consent of Allen & Gledhill LLP (included in Exhibit 5.01).						X
	23.02	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.						X
	24.01	Power of Attorney (included on the signature page to this Registration Statement on Form S-8).						X
	99.01	Registrant’s 2010 Equity Incentive Plan.	8-K	000-23354	07-28-10		10.01

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EX-5.01

Exhibit 5.01

[On the letterhead of Allen & Gledhill LLP]

19 November 2010

Flextronics International Ltd.
No. 2 Changi South Lane
Singapore 486123

Dear Sirs

Registration Statement on Form S-8 of Flextronics International Ltd. (the “Company”)

1. At your request, we have examined the Registration Statement on Form S-8 (excluding all Exhibits thereto) (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission on or about 19 November 2010 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 138,286,253 ordinary shares in the capital of the Company (“Ordinary Shares”) out of which:

(a) 10,000,000 Ordinary Shares (the “Reserved Shares”) represents additional Ordinary Shares reserved for issuance under the Company’s 2010 Equity Incentive Plan (the “2010 EIP”); and

(b) 45,932,549 Ordinary Shares (the “Re-grant Shares”) represents (i) additional Ordinary Shares that were previously available for future grant under previous equity plans of the Company (the “Prior Plans”), which have been consolidated into the 2010 EIP; and (ii) 82,353,704 Ordinary Shares subject to outstanding awards under the Prior Plans that may become available for future grant under the 2010 EIP as a result of the forfeiture, expiration or termination of such awards under the Prior Plans, in each case as described in the Registration Statement.

This opinion is being rendered solely to the Company in connection with the filing of the Registration Statement.

2. The Ordinary Shares to be registered under the Registration Statement comprises an aggregate of:

(a) such number of Ordinary Shares (the “Option Shares”) subject to issuance by the Company upon the valid exercise of subscription rights represented by outstanding share options granted under the 2010 EIP;

(b) such number of Ordinary Shares (the “Performance Shares”) underlying performance share awards granted pursuant to the 2010 EIP, the issuance of which is subject to the satisfaction of certain performance criteria within the performance period(s) prescribed by the compensation committee of the board of directors of the Company (the “Compensation Committee”), pursuant to the 2010 EIP;

(c) such number of Ordinary Shares (the “Performance Units Shares”) underlying performance share units granted pursuant to the 2010 EIP, the issuance of which is subject to the satisfaction of certain performance criteria within the performance period(s) prescribed by the Compensation Committee, pursuant to the 2010 EIP;

(d) such number of Ordinary Shares (the “Restricted Units Shares”) underlying restricted share unit awards granted pursuant to the 2010 EIP, the issuance of which is subject to the satisfaction of certain criteria prescribed by the Compensation Committee, pursuant to the 2010 EIP; and

(e) such number of Ordinary Shares (the “SAR Shares”) issuable, at the determination of the Committee, in satisfaction of payments payable by the Company under share appreciation rights awards granted pursuant to the 2010 EIP,

(the Option Shares, the Performance Shares, Performance Units Shares, Restricted Units Shares and SAR Shares to be collectively defined as the “Registration Shares”).

3. As your Singapore counsel, we have examined the Minutes of Directors’ Meeting held on 26 May 2010 (the “Board Resolutions”) and Minutes of Annual General Meeting held on 23 July 2010 (the “Shareholders’ Resolutions”) (collectively, the “2010 EIP Adoption Resolutions”), in each case approving the adoption of the 2010 EIP.

4. 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.

5. We have assumed that:-

(a) there shall be subsisting a valid authority given to the Board of Directors of the Company pursuant to Section 161 of the Singapore Companies Act, Chapter 50 in respect of the issue of the Registration Shares at the time of the issue of the Registration Shares;

(b) the Board of Directors of the Company shall before the issue of the:-

(i) Option Shares resolve to approve the allotment and issue by the Company of the Option Shares in accordance with the terms of the 2010 EIP upon the exercise of the subscription rights represented by the outstanding share options;

(ii) Performance Shares, Performance Units Shares, Restricted Units Shares, or as the case may be, the SAR Shares, resolve to approve the allotment and issue by the Company of the Performance Shares, Performance Units Shares, Restricted Units Shares and SAR Shares respectively, all in accordance with the terms of the 2010 EIP,

(the “Company’s Allotment Procedures”);

(c) the Re-grant Shares that have become or may become available for issuance under the 2010 EIP from time to time do not exceed the total number of shares reserved and available for issuance under the 2010 EIP; and

(d) each of the Board Resolutions and the Shareholders’ Resolutions are true, complete and up-to-date copies and each such aforesaid resolutions have not been rescinded or modified and remain in full force and effect and that no other resolution or other action has been taken which could affect the validity of the Board Resolutions and/or the Shareholders’ Resolutions.

6. Based upon and subject to the foregoing and subject to any matters not disclosed to us, we are of the opinion that:

(a) the Option Shares allotted and issued by the Company (i) upon the exercise of the subscription rights represented by outstanding share options granted under the 2010 EIP in accordance with its terms against full payment of the applicable exercise price, (ii) pursuant to the Company’s Allotment Procedures, and (iii) represented by share certificates issued by the Company in respect of such Option Shares, will be legally issued, fully-paid and non-assessable; and

(b) the Performance Shares, the Performance Units Shares, the Restricted Units Shares, or as the case may be, the SAR Shares allotted and issued by the Company (i) in accordance with the terms of the 2010 EIP against full payment (if any) of each Performance Share, Performance Units Share, Restricted Units Share, or as the case may be, SAR Share so allotted and issued, and (ii) represented by share certificates issued by the Company in respect of such Performance Shares, Performance Units Shares, Restricted Units Shares, or as the case may be, SAR Shares, will be legally issued, fully-paid and non-assessable.

7. For the purposes of this opinion we have assumed that the term “non-assessable” in relation to the Registration Shares to be issued means under Singapore law that holders of such Registration Shares, having fully paid up all amounts due on such Registration Shares as to the issue price thereon, are under no further personal liability to contribute to the assets or liabilities of the Company in their capacities purely as holders of such Registration Shares.

8. Our opinion is strictly limited to the matters stated herein and is not to be read as extending by implication to any other matter in connection with the Registration Statement or otherwise. Further, our opinion is not to be transmitted to, nor is it to be relied upon by, any other person or quoted or referred to in any public document or filed with any governmental authority or agency without our prior written consent. Subject to the foregoing, we consent to the use of this opinion as an exhibit 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 LLP

Allen & Gledhill LLP

EX-15.01

Exhibit 15.01

November 19, 2010

Flextronics International Ltd.
One Marina Boulevard, #28-00
Singapore 018989

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of Flextronics International Ltd. and subsidiaries for the three-month periods ended July 2, 2010 and July 3, 2009, and the three- and six-month periods ended October 1, 2010 and October 2, 2009, and have issued our reports dated August 5, 2010 and November 3, 2010, respectively (which reports included an explanatory paragraph regarding the adoption of new accounting standards). As indicated in such reports, because we did not perform an audit, we expressed no opinion on that information.

We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended July 2, 2010 and October 1, 2010, are being incorporated by reference in this Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

EX-23.02

Exhibit 23.02

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated May 21, 2010, relating to the consolidated financial statements of Flextronics International Ltd. and subsidiaries (which report included an explanatory paragraph regarding the adoption of a new accounting standard) and the effectiveness of Flextronics International Ltd. and subsidiaries’ internal control over financial reporting appearing in the Annual Report on Form 10-K of Flextronics International Ltd. for the year ended March 31, 2010.

/s/ DELOITTE & TOUCHE LLP
San Jose, California
November 19, 2010