S-8

As filed with the Securities and Exchange Commission on August 28, 2020

Registration No. 333-_________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FLEX LTD.(Exact name of registrant as specified in its charter)

(Company Registration Number: 199002645H)

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

2 Changi South Lane,
Singapore 486123
(65) 6876 9899
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Flex Ltd. 2017 Equity Incentive Plan
(Full title of the plan)

Scott Offer
Executive Vice President and General Counsel
Flex Ltd.
2 Changi South Lane
Singapore 486123
(65) 6876 9899
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)		Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price (2)		Amount of registration fee
Ordinary Shares, no par value	21,100,000	$	10.56	$	222,816,000	$	28,921.52

(1) The ordinary shares to be registered are issuable under the Flex Ltd. 2017 Equity Incentive Plan, as amended and restated. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional ordinary shares that may be offered or issued to prevent dilution as part of any stock split, stock dividend or similar transaction.

(2) Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for purposes of calculating the registration fee, based on the average of the high and low prices of the ordinary shares on August 27, 2020, as reported on the Nasdaq Global Select Market.

EXPLANATORY NOTE

In accordance with General Instruction E to Form S-8, this registration statement incorporates by reference the contents of Registration Statement No. 333-220002 on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) by Flex Ltd. (the “Company”) on August 16, 2017, relating to Ordinary Shares, no par value (the “Shares”), issuable pursuant to the Flex Ltd. 2017 Equity Incentive Plan (as amended and restated, the “Plan”). This registration statement is being filed to register an additional 21,100,000 Shares for issuance pursuant to the Plan. This registration statement consists of the facing page, this page, other required information, required opinions, consents and other exhibits, and the signature page.

1

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Commission are incorporated by reference in this registration statement:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, filed with the Commission on May 28, 2020;

(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; and

(c) 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, as further amended by Exhibit 4.14 (Description of Registrant’s Securities) to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, 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 Exchange Act (other than portions of such documents deemed not to be filed) on or after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered 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.

II-1

Item 8. Exhibits.

		Incorporated by Reference
Exhibit No.	Exhibit	Form	File No.	Filing Date	Exhibit No.	Filed Herewith
4.01	Constitution of Flex Ltd. (incorporating all amendments as at August 20, 2019)	10-Q	000-23354	10/30/2019	3.01
4.02	Description of Registrant’s Securities	10-K	000-23354	5/28/2020	4.14
5.01	Opinion of Allen & Gledhill LLP					X
15.01	Letter in Lieu of Consent of Deloitte & Touche LLP					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	Flex Ltd. 2017 Equity Incentive Plan (as amended and restated as of August 7, 2020)	DEF 14A	000-23354	6/26/2020	Annex A

II-2

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 28th day of August 2020.

FLEX LTD.
By:	/s/ Revathi Advaithi
	Revathi Advaithi
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Revathi Advaithi and Christopher Collier, and each of them acting individually, as his or her true and lawful attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all 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/ Revathi Advaithi	Chief Executive Officer (Principal Executive Officer) and Director and Authorized U.S. Representative	August 28, 2020
Revathi Advaithi
/s/ Christopher E. Collier	Chief Financial Officer (Principal Financial Officer)	August 28, 2020
Christopher E. Collier
/s/ David P. Bennett	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	August 28, 2020
David P. Bennett
/s/ Michael D. Capellas	Chairman of the Board	August 28, 2020
Michael D. Capellas
/s/ Jennifer Li	Director	August 28, 2020
Jennifer Li
/s/ Erin L. McSweeney	Director	August 28, 2020
Erin L. McSweeney

II-3

Signature	Title	Date
/s/ Marc A. Onetto	Director	August 28, 2020
Marc A. Onetto
/s/ Willy C. Shih, Ph.D.	Director	August 28, 2020
Willy C. Shih, Ph.D.
/s/ Charles K. Stevens, III	Director	August 28, 2020
Charles K. Stevens, III
/s/ Lay Koon Tan	Director	August 28, 2020
Lay Koon Tan
/s/ William D. Watkins	Director	August 28, 2020
William D. Watkins
/s/ Lawrence A. Zimmerman	Director	August 28, 2020
Lawrence A. Zimmerman

II-4

EX-5.01

EXHIBIT 5.01

 

From :    Sophie Lim	DID :	6890 7696
sophie.lim@allenandgledhill.com	Fax :	6302 3022

Our reference	:	SLLC/MLIMWY/1020001801	28 August 2020
Your reference	:	-

Flex Ltd.

2 Changi South Lane

Singapore 486123

Dear Sirs

Registration Statement on Form S-8 of Flex 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 28 August 2020, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 21,100,000 ordinary shares of the Company (“Ordinary Shares”) reserved for issuance under the Flex Ltd. 2017 Equity Incentive Plan, as amended and restated (the “Amended and Restated 2017 EIP”).

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 Amended and Restated 2017 EIP;

(b) such number of Ordinary Shares (the “Performance Shares”) underlying performance share awards granted pursuant to the Amended and Restated 2017 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 Amended and Restated 2017 EIP;

Allen & Gledhill LLP

One Marina Boulevard #28-00 Singapore 018989

Tel: +65 6890 7188 | Fax: +65 6327 3800

allenandgledhill.com

Allen & Gledhill LLP (UEN/Registration No. T07LL0925F) is registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A) with limited liability. A list of the Partners and their professional qualifications may be inspected at the address specified above.

1 

 

(c) such number of Ordinary Shares (the “Performance Units Shares”) underlying performance units awards granted pursuant to the Amended and Restated 2017 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 Amended and Restated 2017 EIP;

(d) such number of Ordinary Shares (the “Restricted Units Shares”) underlying restricted share unit awards granted pursuant to the Amended and Restated 2017 EIP, the issuance of which is subject to the satisfaction of certain criteria prescribed by the Compensation Committee, pursuant to the Amended and Restated 2017 EIP;

(e) such number of Ordinary Shares (the “SAR Shares”) issuable, at the determination of the Compensation Committee, in satisfaction of payments payable by the Company under share appreciation rights awards granted pursuant to the Amended and Restated 2017 EIP; and

(f) such number of Ordinary Shares (the “Award Shares”) underlying other share-based awards granted pursuant to the Amended and Restated 2017 EIP, the issuance of which is subject to such terms and conditions as determined by the Compensation Committee from time to time,

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

3. As your Singapore counsel, we have examined:

(a) a certified extract of the Minutes of the Directors’ Meeting held on 29 June 2017 (the “2017 Board Resolutions”) and a certified extract of the Minutes of the Annual General Meeting of the Company held on 15 August 2017 (the “2017 Shareholders’ Resolutions”), in each case approving the adoption of the Flex Ltd. 2017 Equity Incentive Plan (the “2017 EIP”);

(b) a certified extract of the Minutes of Meeting of the Compensation Committee of the Board held on 3 June 2020 (the “Committee Resolutions”) approving, and recommending that the Board of Directors approve, the amendment and restatement of the 2017 EIP, and a certified extract of the Minutes of the Directors’ Meeting held on 3 June 2020 approving the amendment and restatement of the 2017 EIP (subject to the approval of the shareholders of the Company) (the “2020 Board Resolutions”, and together with the 2017 Board Resolutions, the “Board Resolutions”); and

(c) a copy of the resolutions of the shareholders of the Company passed at the Annual General Meeting of the Company held on 7 August 2020 (the “2020 Shareholders’ Resolutions”, and together with the 2017 Shareholders’ Resolutions, the “Shareholders’ Resolutions”) relating to the amendment and restatement of the 2017 EIP, and the authorisation for the allotment and issue of Ordinary Shares.

2 

 

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 Amended and Restated 2017 EIP upon the exercise of the subscription rights represented by the outstanding share options;

(ii) Performance Shares, Performance Units Shares, Restricted Units Shares, SAR Shares, or as the case may be, Award Shares, resolve to approve the allotment and issue by the Company of the Performance Shares, Performance Units Shares, Restricted Units Shares, SAR Shares and Award Shares respectively, all in accordance with the terms of the Amended and Restated 2017 EIP,

(the “Company’s Allotment Procedures”);

(c) each of the Board Resolutions, Committee 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, Committee Resolutions and/or the Shareholders’ Resolutions; and

(d) the extracts of each of the Board Resolutions, Committee Resolutions and the 2017 Shareholders’ Resolutions as certified by the Company Secretary of the Company are true and correct extracts of each of the Board Resolutions, Committee Resolutions and the 2017 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 Amended and Restated 2017 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

3 

 

(b) the Performance Shares, the Performance Units Shares, the Restricted Units Shares, the SAR Shares, or as the case may be, the Award Shares allotted and issued by the Company (i) in accordance with the terms of the Amended and Restated 2017 EIP against full payment (if any) of each Performance Share, Performance Units Share, Restricted Units Share, SAR Share, or as the case may be, Award Share so allotted and issued, (ii) pursuant to the Company’s Allotment Procedures, and (iii) represented by share certificates issued by the Company in respect of such Performance Shares, Performance Units Shares, Restricted Units Shares, SAR Shares, or as the case may be, Award 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

4 

EX-15.01

Exhibit 15.01

LETTER IN LIEU OF CONSENT OF DELOITTE & TOUCHE LLP

August 28, 2020

Flex Ltd.

2 Changi South Lane
Singapore 486123

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of Flex Ltd. and its subsidiaries for the three-month periods ended June 26, 2020 and June 28, 2019, as indicated in our report dated August 4, 2020; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which was included in your Quarterly Report on Form 10-Q for the quarter ended June 26, 2020, is being incorporated by reference in this Registration Statement on Form S-8.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is 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 28, 2020, relating to the consolidated financial statements of Flex Ltd. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended March 31, 2020.

/s/ Deloitte & Touche LLP

San Jose, California
August 28, 2020