S-8

As filed with the Securities and Exchange Commission on February 10, 2009

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

One Marina Boulevard, #28-00
Singapore 018989
(Address of Principal Executive Offices)

2001 Equity Incentive Plan

(Full title of the plan)

Michael M. McNamara
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)

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
(Do not check if a smaller reporting company) Smaller Reporting Company o 

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	79,581,718 shares	$2.695	$214,472,730.01	$8,429

(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 (i) 20,000,000 additional shares reserved for issuance under the Registrant’s 2001 Equity Incentive Plan (the “2001 Plan”) and (ii) 59,581,718 additional shares that have become or may become available for issuance under the 2001 Plan as a result of the expiration, cancellation or forfeiture of awards granted under prior and assumed equity plans of the Registrant that were consolidated into the 2001 Plan.
(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 February 3, 2009, 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	4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED	4
ITEM 8. EXHIBITS	4
ITEM 9. UNDERTAKINGS	5
SIGNATURES	6
POWER OF ATTORNEY	6
EXHIBIT INDEX	8
EXHIBIT 15.01
EXHIBIT 23.02

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INTRODUCTORY STATEMENT

     This Registration Statement on Form S-8 is being filed by Flextronics International Ltd. (the “Company”) to register (i) 20,000,000 additional shares reserved for issuance under the Company’s 2001 Equity Incentive Plan (the “2001 Plan”) and (ii) 59,581,718 additional shares that have become or may become available for issuance under the 2001 Plan as a result of the expiration, cancellation or forfeiture of awards granted under prior and assumed equity plans of the Registrant that were consolidated into the 2001 Plan.

     Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Company’s registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on December 19, 2001 (File No. 333-75526), September 30, 2004 (File No. 333-119387), May 29, 2007 (File No. 333-143330) and October 5, 2007 (File No. 333-146548).

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, 2008, filed on May 23, 2008, as amended by Amendment No. 1 thereto, filed with the Commission on June 24, 2008;

     (b) The Company’s Quarterly Report on Form 10-Q filed for the fiscal quarter ended June 27, 2008, filed on August 5, 2008;

     (c) The Company’s Quarterly Report on Form 10-Q filed for the fiscal quarter ended September 26, 2008, filed on November 5, 2008;

     (d) The Company’s Quarterly Report on Form 10-Q filed for the fiscal quarter ended December 31, 2008, filed on February 6, 2009;

     (e) The Company’s Current Reports on Form 8-K filed on May 6, 2008; May 16, 2008 (as amended by the Company’s Current Report on Form 8-K/A, filed on June 5, 2008); June 5, 2008; June 25, 2008; July 24, 2008 (other than portions of such document deemed not to be filed); October 2, 2008; October 17, 2008; and December 5, 2008; and

     (f) 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 Form 8-A/As 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.

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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.

           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 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 duties, unless the same happens through his 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.

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

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
4.03	Registrant’s 2001 Equity Incentive Plan, as amended through September 30, 2008.	8-K	000-23354	10-02-08		10.01
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

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		Incorporated by Reference
Exhibit				Filing	Exhibit	Filed
No.	Exhibit	Form	File No.	Date	No.	Herewith
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

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 10^th day of February, 2009.

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	February 10, 2009
/s/ Paul Read Paul Read	Chief Financial Officer (Principal Financial Officer)	February 10, 2009
/s/ Christopher Collier Christopher Collier	Senior Vice President, Finance (Principal Accounting Officer)	February 10, 2009
/s/ H. Raymond Bingham H. Raymond Bingham	Chairman of the Board	February 10, 2009
/s/ James A. Davidson James A. Davidson	Director	February 10, 2009
/s/ Robert L. Edwards Robert L. Edwards	Director	February 10, 2009
/s/ Rockwell A. Schnabel Rockwell A. Schnabel	Director	February 10, 2009

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SIGNATURE	TITLE	DATE
/s/ Ajay B. Shah Ajay B. Shah	Director	February 10, 2009
/s/ Willy C. Shih Willy C. Shih	Director	February 10, 2009
/s/ Lip-Bu Tan Lip-Bu Tan	Director	February 10, 2009

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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
4.03	Registrant’s 2001 Equity Incentive Plan, as amended through September 30, 2008.	8-K	000-23354	10-02-08		10.01
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

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EX-5.01

Exhibit 5.01

[On the letterhead of Allen & Gledhill LLP]

10 February 2009

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 10 February 2009 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 79,581,718 ordinary shares in the capital of the Company (“Ordinary Shares”) out of which:

(a)	20,000,000 Ordinary Shares (the “Increased Reserved Shares”) represents additional Ordinary Shares reserved for issuance under the Company’s 2001 Equity Incentive Plan (the “2001 EIP”); and
(b)	59,581,718 Ordinary Shares (the “Re-grant Shares”) represents additional Ordinary Shares that have become or may become available for issuance under the 2001 EIP.

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 2001 EIP; and
(b)	such number of Ordinary Shares (the “Performance Shares”) subject to issuance by the Company as bonus share awards pursuant to such terms and conditions as may be determined by the Board of Directors of the Company, or as the case may be, the independent compensation committee pursuant to the 2001 EIP,
	(the Option Shares and the Performance Shares to be collectively defined as the “Registration Shares”).

3. As your Singapore counsel, we have examined the proceedings taken by the Company in connection with:-

(a) the adoption of the 2001 EIP;

(b)	the increase in the maximum number of Ordinary Shares, that is, the Increased Reserved Shares, authorised for issuance under the 2001 EIP; and
(c)	the procedures for the allotment and issuance of new Ordinary Shares arising from the exercise of the subscription rights represented by outstanding share options granted under the 2001 EIP (as set out in the resolutions passed by the Board of Directors of the Company on 29 May 2001 and 12 December 2001) (the “Company’s Allotment Procedures”).

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 Option Shares resolve to approve the allotment and issue by the Company of the Option Shares in accordance with the terms of the 2001 EIP upon the exercise of the subscription rights represented by the outstanding share options;
(c)	the Board of Directors of the Company shall before the issue of the Performance Shares, resolve to approve the allotment and issue by the Company of the Performance Shares in accordance with the terms of the 2001 EIP; and
(d)	the Re-grant Shares that have become or may become available for issuance under the 2001 EIP do not exceed the total number of shares reserved and available for issuance under the 2001 EIP.

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 2001 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 allotted and issued by the Company (i) in accordance with the terms of the 2001 EIP against full payment (if any) of each Performance

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Share so allotted and issued, and (ii) represented by share certificates issued by the Company in respect of such Performance 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.

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

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EX-15.01

Exhibit 15.01

February 5, 2009

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 June 27, 2008 and June 29, 2007, the three- and six-month periods ended September 26, 2008 and September 28, 2007, and the three- and nine-month periods ended December 31, 2008 and 2007, and have issued our reports thereon dated August 5, 2008, November 5, 2008 and February 5, 2009, respectively.  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 June 27, 2008, September 26, 2008 and December 31, 2008, 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 report dated May 23, 2008 (June 23, 2008 as to the caption “Relacom AB” included in Note 2) relating to the consolidated financial statements of Flextronics International Ltd. and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment), and our report dated May 23, 2008 relating to the effectiveness of Flextronics International Ltd. and subsidiaries’ internal control over financial reporting, appearing in Amendment No. 1 to the Annual Report on Form 10-K/A of Flextronics International Ltd. for the year ended March 31, 2008.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
February 5, 2009