S-3/A

As filed with the Securities and Exchange Commission on September 8, 2004

Registration No. 333-118499

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	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

One Marina Boulevard, #28-00
Singapore 018989
(65) 6890-7188

(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.
One Marina Boulevard, #28-00
Singapore 018989
(65) 6890-7188
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
David K. Michaels, Esq.

Melanie Grace, Esq.
Fenwick & West LLP

801 California Street
Mountain View, California 94041
(650) 988-8500

Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

     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 the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

EXPLANATORY NOTE

     The sole purpose of this Amendment No. 1 on Form S-3 is to update Item 14 and provide Exhibit 5.01.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. Other Expenses of Issuance and Distribution.

     The following table sets forth the various expenses payable by the Registrant in connection with the sale and distribution of the securities being registered hereby. Normal commission expenses and brokerage fees are payable individually by the selling shareholders. All amounts are estimated except the Securities and Exchange Commission registration fee.

Securities and Exchange Commission registration fee	$	4,108
Accounting fees and expenses*		5,000
Legal fees and expenses*		10,000
Miscellaneous*		7,000
Total	$	26,108

*Estimate

ITEM 15. Indemnification of Officers and Directors.

     Article 155 of the Registrant’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 Registrant, every director or other officer shall be entitled to be indemnified by the Registrant 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 Registrant and in which judgment is given in his favor; or the proceedings otherwise disposed of without finding or admission of any material breach of duty; 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.

     In addition, 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 Registrant, through the insufficiency or deficiency of title to any property acquired by order of the directors for the Registrant or for the insufficiency or deficiency of any security upon which any of the moneys of the Registrant 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 duties, unless the same happens through his own negligence, wilful 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.

     The Registrant has entered into indemnification agreements with its officers and directors. These indemnification agreements provide the Registrant’s officers and directors with indemnification to the maximum extent permitted by

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the Singapore Companies Act. The Registrant 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.

ITEM 16. Exhibits.

     The following exhibits are filed herewith or incorporated by reference herein:

				Incorporated By Reference
Exhibit					Filing	Exhibit		Filed
No.		Exhibit	Form	File No.	Date	No.		Herewith
	2.01	Asset Purchase Agreement, dated as of June 29, 2004, by and among Registrant and Nortel Networks Limited.† **	10-Q	000-23354	08-06-04		10.01
	3.01	Memorandum and New Articles of Association of the Registrant.	10-Q	000-23354	02-09-01		3.1
	4.01	Registration Rights Agreement dated as of August 16, 2004 between Registrant and certain stockholders of Northfield Acquisition Co.	S-3	333-118499	08-23-04		4.01
	5.01	Opinion of Allen & Gledhill with respect to the ordinary shares being registered.						X
	15.01	Letter in lieu of consent from Deloitte & Touche LLP, dated August 20, 2004 regarding unaudited interim financial information.	S-3	333-118499	08-23-04		15.01
	23.01	Consent of Allen & Gledhill (included in Exhibit 5.01).						X
	23.02	Consent of Independent Registered Public Accounting Firm.	S-3	333-118499	08-23-04		23.02
	24.01	Power of Attorney	S-3	333-118499	08-23-04		24.01

** Certain schedules have been omitted. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

† Portions of this exhibit have been omitted pursuant to a request for confidential treatment and that material has been filed separately with the Securities and Exchange Commission.

ITEM 17. Undertakings.

     The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales 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;
(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;
(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,

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however, that (i) and (ii) do not apply if the information required to be included in a post-effective amendment thereby is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement;

provided however, that paragraphs 1(i)and 1(ii) do not apply if the registration statement is on From S-3, Form S-8 or Form F-3, and 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 registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 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.

     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933 each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 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-3 and has duly caused this Amendment No. 1 to its 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 8th day of September, 2004.

FLEXTRONICS INTERNATIONAL LTD.
	By:	/s/ Michael E. Marks
		Michael E. Marks Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Chief Executive Officer and Director (Principal Executive Officer)		September 8, 2004
Michael E. Marks
*	President, Systems Group and Chief Financial Officer (Principal Financial Officer)		September 8, 2004
Robert R.B. Dykes
*	Senior Vice President, Finance (Principal Accounting Officer)		September 8, 2004
Thomas J. Smach
*	Chairman of the Board		September 8, 2004
Richard L. Sharp
*	Director		September 8, 2004
James A. Davidson
*	Director		September 8, 2004
Patrick Foley
*	Director		September 8, 2004
Michael J. Moritz
*	Director		September 8, 2004
Lip-Bu Tan
*By: /s/ Michael E. MarksMichael E. Marks Attorney-in-fact

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EXHIBIT INDEX

				Incorporated By Reference
Exhibit					Filing	Exhibit		Filed
No.		Exhibit	Form	File No.	Date	No.		Herewith
	2.01	Asset Purchase Agreement, dated as of June 29, 2004, by and among Registrant and Nortel Networks Limited.†**	10-Q	000-23354	08-06-04		10.01
	3.01	Memorandum and New Articles of Association of the Registrant.	10-Q	000-23354	02-09-01		3.1
	4.01	Registration Rights Agreement dated as of August 16, 2004 between Registrant and certain stockholders of Northfield Acquisition Co.	S-3	333-118499	08-23-04		4.01
	5.01	Opinion of Allen & Gledhill with respect to the ordinary shares being registered.						X
	15.01	Letter in lieu of consent from Deloitte & Touche LLP, dated August 20, 2004 regarding unaudited interim financial information.	S-3	333-118499	08-23-04		15.01
	23.01	Consent of Allen & Gledhill (included in Exhibit 5.01).						X
	23.02	Consent of Independent Registered Public Accounting Firm.	S-3	333-118499	08-23-04		23.02
	24.01	Power of Attorney	S-3	333-118499	08-23-04		24.01

** Certain schedules have been omitted. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

† Portions of this exhibit have been omitted pursuant to a request for confidential treatment and that material has been filed separately with the Securities and Exchange Commission.

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EX-5.01

                                                                   Exhibit 5.01


                     [On the letterhead of Allen & Gledhill]

1 September 2004

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

Dear Sirs

Registration Statement of Form S-3 of Flextronics International Ltd.
("FLEXTRONICS")

1. We refer to the Registration Statement of Form S-3 (the "REGISTRATION
STATEMENT") to be filed by Flextronics with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of up to 2,807,188 ordinary shares of par value S$0.01 each in the
capital of Flextronics (the "REGISTRATION SHARES") to be allotted and issued
pursuant to Section 2.2 of the Merger Agreement (the "AGREEMENT") dated 16
August, 2004 made by and among (1) Flextronics, (2) Northfield Acquisition Co.,
a company organized under the laws of the State of Delaware in the United States
of America (the "COMPANY"), (3) Minnesota Acquisition Corp., a company organized
under the laws of the State of Delaware in the United States of America, and (4)
Ampersand 1999 Limited Partnership, a Delaware limited partnership, as
representative of the stockholders of the Company ("REPRESENTATIVE"). This
opinion is being rendered to you in connection with the filing of the
Registration Statement. Terms defined and references construed in the Agreement
have the same meaning and construction in this opinion unless otherwise defined
herein.

2. For the purpose of rendering this opinion, we have examined:-

        (i) a copy of the executed Agreement in PDF format (less all Schedules
and Exhibits thereto) as provided to us by Fenwick & West LLP by electronic mail
on 24 August 2004;

        (ii) in relation to Flextronics, a copy of each of its memorandum and
articles of association, its certificate of incorporation of private company,
its certificate of incorporation on conversion to a public company and its
certificate of incorporation on change of name of company;

        (iii) a copy of a resolution of the shareholders of Flextronics passed
at the Annual General Meeting of Flextronics held on 30 SEPTEMBER 2003 relating
to the authorization for the allotment and issue of ordinary shares of S$0.01
each in the capital of Flextronics (the "SHAREHOLDERS RESOLUTION");

        (iv) a faxed copy of the resolutions of the Board of Directors of
Flextronics passed on 12 August 2004 in PDF format (the "BOARD RESOLUTION") as
provided to us by Fenwick & West LLP by electronic mail on 26 August 2004; and

        (v) such other documents as we have considered necessary or desirable to
examine in order that we may give this opinion.

3. We have assumed for the purpose of rendering this opinion:-


        (i) that the Agreement is within the capacity and powers of, and has
been validly authorised by, each party thereto (other than Flextronics) and has
been validly executed and delivered by a person on behalf of Flextronics who is
authorised by the Board Resolution to execute the Agreement on behalf of
Flextronics and by or on behalf of each such other party thereto;

        (ii) of the genuineness of all signatures on all documents and the
completeness, and the conformity to original documents, of all copies or other
specimen documents submitted to us;

        (iii) that the Agreement approved by the Board of Directors of
Flextronics in the Board Resolution is the agreement we have examined;

        (iv) that the correctness of all facts stated in the Agreement;

        (v) that the copies of Flextronics' memorandum and articles of
association, Certificate of Incorporation of Private Company, Certificate of
Incorporation on Conversion to a Public Company and Certificate of Incorporation
on Change of Name of Company submitted to us for examination are true, complete
and up-to-date copies;

        (vi) that copies of the resolutions of the shareholders and of the
Board of Directors of Flextronics forwarded to us for examination are true,
complete and up-to-date and that those resolutions have not been rescinded or
modified;

        (vii) that each of the Shareholders' Resolution and Board Resolution and
all authorisations and approvals conferred thereby remain in full force and
effect as at Closing and that no other resolution or other action has been taken
which may affect the validity of those resolutions;

        (viii) that all relevant documents have been provided to us by the
officers of Flextronics for inspection for purposes of this opinion;

        (ix) that the information disclosed by the search made on 31 August
2004 at the Accounting and Corporate Regulatory Authority in Singapore ("ACRA")
in relation to Flextronics is true and complete and that such information has
not since then been materially altered and that such search did not fail to
disclose any material information which had been delivered for filing but did
not appear on the public file at the time of the search;

        (x) that the information disclosed by the search made on 31 August 2004
of the Cause Book kept at the Supreme Court of Singapore with respect to
Flextronics is true and complete and that such information has not since then
been materially altered and that such search did not fail to disclose any
material information which had been delivered for filing but was not disclosed
at the time of the search;

        (xi) that the Agreement constitutes legal, valid, binding and
enforceable obligations of the parties thereto for all purposes under the laws
of the jurisdictions by which the Agreement is expressed to be governed;

        (xii) that there are no provisions of the laws of any jurisdiction other
than Singapore which would be contravened by the execution or delivery of the
Agreement and that, in so far as any obligation expressed to be incurred or
performed under the Agreement is to be performed in, or is otherwise subject to
the laws of, any jurisdiction other than Singapore, its performance will not be
illegal or ineffective by virtue of the laws of that jurisdiction;

        (xiii) that the choice of the internal laws of the State of Delaware,
the United States of America, as the governing law of the Agreement has been
made in good faith and will be regarded as a valid and binding selection which
will be upheld in the United States federal or state courts in the State of
Delaware, the United States of America, as a matter of the laws of the State of
Delaware, the United States of America, and all other relevant laws except the
laws of Singapore;

        (xiv) that all consents, approvals, authorisations, licences,
exemptions, or orders required from any governmental or other regulatory
authorities outside Singapore and all other requirements outside Singapore for
the legality, validity and enforceability of the Agreement have been duly
obtained or fulfilled and are and will remain in full force and effect and that
any conditions to which they are subject have been satisfied;

        (xv) that the Registration Shares will be issued and delivered in
accordance with the terms of the Agreement;

        (xvi) that the appropriate accounting entries will be made in
Flextronics' books to reflect that the Registration Shares to be allotted and
issued pursuant to and in accordance with Section 2.2 of the Agreement have been
allotted and issued for a consideration otherwise than in cash and are credited
as fully paid;

        (xvii) that the Registration Shares will not be issued at a discount to
the par value of the Registration Shares; and

        (xviii) that the aggregate nominal value of the Registration Shares to
be issued each time pursuant to Section 2.2 of the Agreement will not exceed the
difference between the authorised share capital of Flextronics at that time and
its total issued capital at that time.

4. A search made on 31 August 2004 at ACRA revealed no order or resolution for
the winding-up of Flextronics and no notice of appointment of a receiver or
judicial manager for Flextronics. It should be noted that such a search is not
capable of revealing whether or not a petition to wind up Flextronics or to
place Flextronics under judicial management has been presented. Notice of a
winding-up order made or resolution passed or a receiver or judicial manager
appointed may not be filed with ACRA immediately. A search made on 31 August
2004 at the Supreme Court of Singapore revealed no petition for the winding-up
of Flextronics or for the appointment of a judicial manager for Flextronics.
However, it should be noted that information may not be entered into the index
books of the Supreme Court immediately.

5. Based upon and subject to the foregoing, and subject to the qualifications
set forth below and any matters not disclosed to us, we are of the opinion that
the Registration Shares to be allotted and issued pursuant to Section 2.2 of the
Agreement have been duly authorised, and when the share certificates in respect
of such Registration Shares are issued by EquiServe Trust Company N.A., the
Transfer Agent of Flextronics, in accordance with the Articles of Association of
Flextronics and the terms of the Agreement, will be validly allotted and issued
and credited as fully paid in accordance with the laws of Singapore.

6. This opinion only relates to the laws of general application of Singapore as
at the date hereof and as currently applied by the Singapore courts, and is
given on the basis that this opinion will be governed by and construed in
accordance with the laws of Singapore. We have made no investigation of, and do
not express or imply any views on, the laws of any country other than Singapore
and have not considered Flextronics' legal position in jurisdictions outside of
Singapore. In respect of the Agreement, we have assumed due compliance with all
matters concerning United States federal, internal laws of the State of Delaware
and the laws of all other relevant jurisdictions other than Singapore. As to
matters of fact material to this opinion, we have relied on the statements of
responsible officers of Flextronics and EquiServe Trust Company N.A., the
Transfer Agent of Flextronics.

7. The qualifications to which this opinion is subject are as follows:-

        (i) enforcement of the obligations of Flextronics under the Agreement
may be affected by prescription or lapse of time, bankruptcy, insolvency,
liquidation, reorganisation, reconstruction or similar laws generally affecting
creditors' rights;

        (ii) the power of the Singapore courts to grant equitable remedies such
as injunction and specific performance is discretionary and accordingly a
Singapore court might make an award of damages where an equitable remedy is
sought;

        (iii) where under the Agreement, any person is vested with a discretion
or may determine a matter in its opinion, Singapore law may require that such
discretion is exercised reasonably or that such opinion is based upon reasonable
grounds;

        (iv) by virtue of the Limitation Act, Chapter 163 of Singapore, failure
to exercise a right of action for more than six years will operate as a bar to
the exercise of such right and failure to exercise such a right for a lesser
period may result in such right being waived;

        (v) a Singapore court may stay proceedings if concurrent proceedings are
brought elsewhere;

        (vi) where obligations are to be performed in a jurisdiction outside
Singapore, they may not be enforceable in Singapore to the extent that
performance would be illegal or contrary to public policy under the laws of that
jurisdiction;

        (vii) provisions in the Agreement as to severability may not be binding
under the laws of Singapore and the question of whether or not provisions which
are illegal, invalid or unenforceable may be severed from other provisions in
order to save such other provisions depends on the nature of the illegality,
invalidity or unenforceability in question and would be determined by a
Singapore court at its discretion;

        (viii) a Singapore court may refuse to give effect to clauses in the
Agreement in respect of the costs of unsuccessful litigation brought before a
Singapore court or where the court has itself made an order for costs;

        (ix) an obligation to pay an amount will not be enforceable in Singapore
if the amount is held to constitute a penalty (even though the amount may be
expressed as agreed liquidated damages); and

        (x) a provision that a statement, opinion, determination or other matter
is final and conclusive will not necessarily prevent judicial enquiry in
Singapore into the merits of a claim by an aggrieved party.

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
Agreement, including but without limitation, any other document signed in
connection therewith. 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.

9. 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