S-8

As filed with the Securities and Exchange Commission on July 6, 2005

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 incorporation or organization)	(I.R.S. Employer Identification No.)

One Marina Boulevard, #28-00

Singapore 018989

(Address of Principal Executive Offices)

2004 Award Plan For New Employees

(Full title of the plan)

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)

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)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (1)		Proposed maximum offering price per unit			Proposed maximum aggregate offering price		Amount of registration fee
Ordinary Shares, S$0.01 par value	2,500,000	(2)	$	13.07	(3)	$	32,675,000	$	3,845.85

(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 2,500,000 additional shares reserved for issuance upon the exercise of stock options that may be granted under the 2004 Award Plan For New Employees previously registered on the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on October 28, 2004 (File No. 333-120056) and December 15, 2004 (File No. 333-121302).

(3) Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee. Computation based upon $13.07, the average of the high and low prices of the Registrant’s ordinary stock as reported on the Nasdaq National Market on June 29, 2005, because the price at which options to be granted in the future may be exercised is not currently determinable.

TABLE OF CONTENTS

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E	1
SIGNATURES	2
POWER OF ATTORNEY	2
EXHIBIT INDEX
EXHIBIT 5.01
EXHIBIT 23.02

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 is being filed by the Registrant to register 2,500,000 additional shares reserved for issuance under its 2004 Award Plan For New Employees previously registered on the Registrant’s registration statements on Form S-8 filed with the SEC on October 28, 2004 (File No. 333-120056) and December 15, 2004 (File No. 333-121302).

This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the SEC on October 28, 2004 (File No. 333-120056) and December 15, 2004 (File No. 333-121302).

Item 8. Exhibits

		Incorporated by Reference
Exhibit No.	Exhibit	Form	File No.	Filing Date	Exhibit No.	Filed Herewith
4.01	Memorandum and New Articles of Association of the Registrant.	10-Q	000-23354	02-09-01	3.1
4.02	Registrant’s 2004 Award Plan for New Employees, as amended.	8-K	000-23354	05-18-05	10.01
5.01	Opinion of Allen & Gledhill.					X
23.01	Consent of Allen & Gledhill (included in Exhibit 5.01)					X
23.02	Consent of 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

1

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 6th day of July, 2005.

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael E. Marks and Thomas J. Smach, 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Michael E. Marks Michael E. Marks	Chief Executive Officer and Director (Principal Executive Officer)	July 6, 2005
/s/ Thomas J. Smach Thomas J. Smach	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 6, 2005
/s/ Richard L. Sharp Richard L. Sharp	Chairman of the Board	July 6, 2005
/s/ James A. Davidson James A. Davidson	Director	July 6, 2005
/s/ Patrick Foley Patrick Foley	Director	July 6, 2005
/s/ Michael J. Moritz Michael J. Moritz	Director	July 6, 2005
Lip-Bu Tan	Director	July     , 2005

2

EXHIBIT INDEX

		Incorporated by Reference
Exhibit No.	Exhibit	Form	File No.	Filing Date	Exhibit No.	Filed Herewith
4.01	Memorandum and New Articles of Association of the Registrant.	10-Q	000-23354	02-09-01	3.1
4.02	Registrant’s 2004 Award Plan for New Employees, as amended.	8-K	000-23354	05-18-05	10.01
5.01	Opinion of Allen & Gledhill.					X
23.01	Consent of Allen & Gledhill (included in Exhibit 5.01)					X
23.02	Consent of 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

EX-5.01

Exhibit 5.01

[Letterhead of Allen & Gledhill]

1 July 2005

Flextronics International Ltd.

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 1 July 2005 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 2,500,000 ordinary shares of S$0.01 each in the capital of the Company (“Ordinary Shares”) comprising 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 Company’s 2004 Award Plan for New Employees (the “2004 Award Plan”); 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 2004 Award Plan,

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

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

(a) the adoption of the 2004 Award Plan;

(b) the increase in the maximum number of Ordinary Shares authorised for issuance under the 2004 Award Plan; 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 2004 Award Plan (as set out in the resolutions passed by the Board of Directors of the Company on 25 October 2004) (the “Company’s Allotment Procedures”).

3. 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.

4. We have assumed that:-

(a) the subscription price payable to the Company for each Option Share issued pursuant to any exercise of any share option granted under the 2004 Award Plan is not less than the nominal or par value of the Option Share;

(b) the subscription price payable to the Company for each Performance Share issued pursuant to the 2004 Award Plan is not less than the nominal or par value of the Performance Share;

(c) the total issued and paid-up share capital of the Company consequent upon the issue of the Option Shares, or as the case may be, Performance Shares from time to time will not exceed the authorised share capital of the Company at any time;

(d) 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;

(e) 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 2004 Award Plan upon the exercise of the subscription rights represented by the outstanding share options; and

(f) 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 2004 Award Plan.

5. 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 2004 Award Plan 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 2004 Award Plan against full payment of the nominal or par value of each Performance 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.

6. 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 nominal amount and (if applicable) premium 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.

7. 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

Allen & Gledhill

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 Flextronics International Ltd. (the “Company”) of our reports dated June 14, 2005 relating to the consolidated financial statements and financial statement schedule of the Company and management’s report on the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K for the Company for the year ended March 31, 2005.

/s/ Deloitte & Touche LLP

San Jose, California

June 30, 2005