-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WOVKIPGH0oiR70I7c3GRhFKF61R8AMwfwC0FxFkt7tGcAVVSaijT/xzOX6nBcGVu WGX8cKCBuVP6PoYFwGkDdg== /in/edgar/work/20000614/0000891618-00-003370/0000891618-00-003370.txt : 20000919 0000891618-00-003370.hdr.sgml : 20000919 ACCESSION NUMBER: 0000891618-00-003370 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANMINA CORP/DE CENTRAL INDEX KEY: 0000897723 STANDARD INDUSTRIAL CLASSIFICATION: [3672 ] IRS NUMBER: 770228183 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-39316 FILM NUMBER: 655296 BUSINESS ADDRESS: STREET 1: 355 EAST TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4089545500 MAIL ADDRESS: STREET 1: 355 EAST TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: SANMINA HOLDINGS INC DATE OF NAME CHANGE: 19930223 S-3 1 0001.txt FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 2000 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- SANMINA CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 77-0228183 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) RANDY W. FURR PRESIDENT AND CHIEF OPERATING OFFICER SANMINA CORPORATION 2700 NORTH FIRST STREET SAN JOSE, CALIFORNIA 95134 (408) 964-3500 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: CHRISTOPHER D. MITCHELL, ESQ. JON P. LAYMAN, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CA 94304 (650) 493-9300 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] 2 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
============================================================================================================== PROPOSED PROPOSED TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE AMOUNT OF BE REGISTERED REGISTERED(1) PER SHARE(1) OFFERING PRICE REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------- Common Stock $0.01 par value.............. 1,990,354 shares $76.3125 $151,888,890 $40,099 ==============================================================================================================
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low sales prices as reported on the Nasdaq National Market on June 12, 2000. ---------------- 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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SEC ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. ================================================================================ 2 3 SUBJECT TO COMPLETION, DATED JUNE 14, 2000 1,990,354 SHARES SANMINA CORPORATION COMMON STOCK THE SHARES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS FOR INFORMATION THAT YOU SHOULD CONSIDER BEFORE PURCHASING THESE SECURITIES. Our common stock is quoted on the Nasdaq National Market System under the symbol "SANM". On June 12, 2000, the average for the high and low price of our common stock on the Nasdaq was $76.3125 per share. The selling stockholders, who acquired these shares when Sanmina acquired Essex AB, may offer and sell these shares from time to time. ----------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is June 14, 2000. 3 4 TABLE OF CONTENTS
PAGE ---- Summary..................................................................... 3 Risk Factors................................................................ 6 Use of Proceeds............................................................. 11 Selling Stockholders........................................................ 11 Plan of Distribution........................................................ 12 Legal Matters............................................................... 13 Experts..................................................................... 13 Where You Can Find Additional Information................................... 13 Information Incorporated by Reference....................................... 13 Indemnification of Directors and Officers................................... 16
---------------- You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell shares of common stock and seeking offers to buy shares of common stock, only in those jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. In this prospectus, "Sanmina," "we," "us," and "our" refer to Sanmina Corporation and its subsidiaries. 4 5 PROSPECTUS SUMMARY You should read the following summary together with the more detailed information regarding us and the common stock being sold in this offering, including "Risk Factors" and in the documents incorporated by reference in this prospectus. We are a leading independent provider of customized integrated electronic manufacturing services, known as EMS, including turnkey electronic assembly and manufacturing management services, to original equipment manufacturers, or OEMs, in the electronics industry. Our electronics manufacturing services consist primarily of the manufacture of complex printed circuit board assemblies using surface mount and pin-through-hole interconnection technologies, the manufacture of custom designed backplane assemblies, fabrication of complex multi-layered printed circuit boards, electronic enclosure systems and testing and assembly of completed systems. In addition to assembly, turnkey manufacturing management also involves procurement and materials management, as well as consultation on printed circuit board design and manufacturing. Through our Sanmina Cable Systems business, we also manufacture custom cable and wire harness assemblies for electronic industry OEMs. In addition, we have recently developed an enclosure systems business which manufactures and assembles metal enclosures that house large electronic systems and subsystems. Surface mount and pin-through-hole printed circuit board assemblies are printed circuit boards on which various electronic components, such as integrated circuits, capacitors, microprocessors and resistors, have been mounted. These assemblies are key functional elements of many types of electronic products. Backplane assemblies are large printed circuit boards on which connectors are mounted to interconnect printed circuit boards, integrated circuits and other electronic components. Our interconnect products generally require greater manufacturing expertise and have shorter delivery cycles than mass produced interconnect products and therefore typically have higher profit margins. Our customers include leading OEMs in the communications, medical and industrial instrumentation and high-speed computer sectors. Our principal customers include Alcatel, Cisco Systems, Motorola, Nortel Networks and Tellabs. We locate our manufacturing facilities near our customers and, increasingly, our customers' end users. Our assembly plants are located in Northern California, Richardson, Texas, the greater Boston, Massachusetts area, Manchester, New Hampshire, Durham, North Carolina, Guntersville, Alabama, Calgary, Alberta, Canada and Dublin, Ireland. Our printed circuit board fabrication facilities are located in Northern California, Southern California, the greater Boston, Massachusetts area and Nashua, New Hampshire. Sanmina Cable Systems' principal manufacturing facility is located in Carrollton, Texas. Our principal enclosure manufacturing facilities are located in the Toronto, Canada area. We have pursued and intend to continue to pursue business acquisition opportunities, particularly when these opportunities have the potential to enable us to increase our net sales while controlling operating expenses, to access new customers, technologies or geographic markets, to implement our vertical integration strategy and to obtain facilities and equipment on terms more favorable than those generally available in the market. In particular, we expect that we will continue to pursue opportunities to acquire assembly operations being divested by electronics industry OEMs, particularly those in the communications sector. We were formed in 1989 to acquire the printed circuit board and backplane operations of our predecessor company, which had been in the printed circuit board and backplane business since 1980. Our principal offices are located at 2700 North First Street, San Jose, California 95134. Our telephone number at this location is (408) 964-3500. Our world wide web site is located at www.sanmina.com. Sanmina and the Sanmina logo are trademarks of Sanmina. Trademarks of other corporations that are referred to in this prospectus are the property of their respective owners. RECENT DEVELOPMENTS In October and November 1999, we completed the acquisition of two former Nortel Networks electronics assembly operations located in Calgary, Alberta, Canada and Chateaudun, France for a cash purchase price of approximately $61.4 million. In October 1999, we completed the acquisition of the electronics enclosure systems business of Devtek Electronics for a purchase price of approximately $26.5 million. In March 2000, we acquired a printed circuit board assembly operation located principally in San Antonio, Texas from Harris Corporation and an electronic enclosure operation located in Clinton, North Carolina from Alcatel USA. In April 2000, we entered into a merger agreement with Hadco Corporation, a manufacturer of sophisticated electronic 5 6 interconnect products which operates principally in Salem, New Hampshire. Completion of the Hadco transaction is subject to several closing conditions, including the approval of Hadco's stockholders. We expect the Hadco transaction to be completed in June 2000. In May 2000, we acquired Essex AB, an electronic manufacturing services supplier with operations in Sundsvall, Sweden and Aanekoski, Tikkakoski, Finland. RISK FACTORS You should carefully consider the following risks before making an investment decision. The risks described below are not the only ones we face. Any of the following risks could seriously harm our business, financial condition and operating results. As a result, these risks could cause the decline of the trading price of our common stock, and you may lose all or part of the value of your investment. You should also refer to the other information set forth in this prospectus. WE ARE HEAVILY DEPENDENT ON THE ELECTRONICS INDUSTRY, AND CHANGES IN THE INDUSTRY COULD HARM OUR BUSINESS AND OPERATING RESULTS. Our business is heavily dependent on the health of the electronics industry. Our customers are manufacturers in the communications, industrial and medical instrumentation and high-speed computer systems segments of the electronics industry. These industry segments, and the electronics industry as a whole, are subject to rapid technological change and product obsolescence. Our customers can discontinue or modify products containing components manufactured by us. Any discontinuance or modification of orders or commitments could harm our operating results. The electronics industry is also subject to economic cycles and has in the past experienced, and is likely in the future to experience, recessionary periods. A general recession in the electronics industry could harm our business and operating results. WE TYPICALLY DO NOT OBTAIN LONG-TERM VOLUME PURCHASE COMMITMENTS FROM CUSTOMERS, AND CANCELLATIONS AND RESCHEDULING OF PURCHASE ORDERS COULD HARM OUR OPERATING RESULTS AND CAUSE OUR STOCK PRICE TO DECLINE. We typically do not obtain long-term volume purchase contracts from our customers and have recently experienced reduced lead times in customer orders. Customer orders may be canceled and volume levels may be changed or delayed. For example, we experienced certain cancellation and rescheduling of shipment dates of customer orders during the fourth fiscal quarter of 1998. As a result, our results of operations for that quarter failed to meet the expectations of stock market analysts, and the price of our common stock declined. We cannot assure you that we will be able to replace canceled, delayed or reduced contracts with new business. As a result, future cancellations or rescheduling of orders or commitments could cause our operating results to be below expectations, which would likely cause our stock price to decline. OUR RESULTS OF OPERATIONS CAN BE AFFECTED BY A VARIETY OF FACTORS, WHICH COULD CAUSE OUR OPERATING RESULTS TO FAIL TO MEET EXPECTATIONS AND OUR STOCK PRICE TO DECLINE. Our results of operations have varied and may continue to fluctuate significantly from period to period, including on a quarterly basis. Our operating results are affected by a number of factors. These factors include: - timing of orders from major customers; - mix of products ordered by and shipped to major customers, including the mix between backplane assemblies and printed circuit board assemblies; - the volume of orders as related to our capacity; - pricing and other competitive pressures; - component shortages, which could cause us to be unable to meet customer delivery schedules; - our ability to effectively manage inventory and fixed assets; and - our ability to time expenditures in anticipation of future sales. 6 7 Our results are also affected by general economic conditions in the electronics industry. Our results can also be significantly influenced by development and introduction of new products by our customers. From time to time, we experience changes in the volume of sales to each of our principal customers, and operating results may be affected on a period-to-period basis by these changes. Our customers generally require short delivery cycles, and a substantial portion of our backlog is typically scheduled for delivery within six months. Quarterly sales and operating results therefore depend in large part on the volume and timing of bookings received during the quarter, which are difficult to forecast. Our backlog also affects its ability to plan production and inventory levels, which could lead to fluctuations in operating results. In addition, a significant portion of our operating expenses are relatively fixed in nature and planned expenditures are based in part on anticipated orders. Any inability to adjust spending quickly enough to compensate for any revenue shortfall may magnify the adverse impact of such revenue shortfall on our results of operations. Results of operations in any period should not be considered indicative of the results to be expected for any future period. In addition, fluctuations in operating results may also result in fluctuations in the price of our common stock. WE ARE DEPENDENT ON A SMALL NUMBER OF CUSTOMERS FOR A LARGE PORTION OF OUR REVENUES, AND DECLINES IN SALES TO MAJOR CUSTOMERS COULD HARM OUR OPERATING RESULTS. A small number of customers are responsible for a significant portion of our net sales. During the first quarter of fiscal year 2000, fiscal year 1999 and fiscal year 1998, sales to our ten largest customers accounted for 62%, 54% and 53%, respectively, of our net sales. For the first quarter of fiscal 2000, sales to Nortel Networks and Cisco Systems each represented more than 10% of our net sales. For fiscal 1999, sales to Cisco Systems represented more than 10% of our net sales. For fiscal 1998, sales to Cisco Systems and DSC Communications (now a subsidiary of Alcatel USA) represented more than 10% of our net sales. Although we cannot assure you that our principal customers will continue to purchase products and services from us at current levels, if at all, we expect to continue to depend upon our principal customers for a significant portion of our net sales. Our customer concentration could increase or decrease, depending on future customer requirements, which will be dependent in large part on market conditions in the electronics industry segments in which our customers participate. The loss of one or more major customers or declines in sales to major customers could significantly harm our business and operating results and lead to declines in the price of our common stock. WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR STRATEGY OF ACQUISITIONS, AND RISKS ASSOCIATED WITH ACQUISITIONS COULD HARM OUR OPERATING RESULTS AND CAUSE OUR STOCK PRICE TO DECLINE. We have, for the past several fiscal years, pursued a strategy of growth through acquisitions. This growth has come in large part through acquisitions. These acquisitions have involved both acquisitions of entire companies, such as the January 1996 acquisition of Golden Eagle Systems, now known as Sanmina Cable Systems, the November 1997 acquisition of Elexsys International, Inc., the February 1998 acquisition of Pragmatech, Inc., the November 1998 acquisition of Altron, Incorporated, the December 1998 acquisition of Telo Electronics, Inc., the March 1999 acquisition of Manu-Tronics, Inc. and the May 2000 acquisition of Essex AB. In April 2000, we also entered into an agreement to acquire Hadco Corporation. In addition, we have in other instances acquired selected assets, principally equipment, inventory and customer contracts and, in certain cases, facilities or facility leases. Acquisitions of this nature completed by us include the November 1996 acquisitions of the Guntersville, Alabama operations of Comptronix Corporation and certain assets of the custom manufacturing services division of Lucent Technologies. In October and November 1999, we acquired electronics assembly operations of Nortel Networks located in Calgary, Canada and Chateaudun, France. In October 1999, we also acquired the electronics enclosure systems business of Devtek, located in Toronto, Canada. In March 2000, we acquired a printed circuit board assembly operation located principally in San Antonio, Texas from Harris Corporation and an electromechanical assembly operation located in Clinton, North Carolina from Alcatel USA. Acquisitions of companies and businesses and expansion of operations involves certain risks, including the following: - the potential inability to successfully integrate acquired operations and businesses or to realize anticipated synergies, economies of scale or other value; - diversion of management's attention; - difficulties in scaling up production at new sites and coordinating management of operations at new sites; - the possible need to restructure, modify or terminate customer relationships of the acquired company; and - loss of key employees of acquired operations. 7 8 Accordingly, we may experience problems in integrating the recently acquired operations or operations associated with any future acquisition. We therefore can not assure you that any recent or future acquisition will result in a positive contribution to our results of operations. Furthermore, we can not assure you that we will realize value from any acquisition which equals or exceeds the consideration paid. In particular, the successful combination of us and any businesses we acquire in the future will require substantial effort from each company, including the integration and coordination of sales and marketing efforts. The diversion of the attention of management and any difficulties encountered in the transition process, including, the interruption of, or a loss of momentum in, the activities of any future acquisition, problems associated with integration of management information and reporting systems, and delays in implementation of consolidation plans, could harm our ability to realize the anticipated benefits of any future acquisition. Any failure of ours to realize the anticipated benefits of our acquisitions could harm our business and operating results, and could cause the price of our common stock to decline. In addition, future acquisitions may result in dilutive issuances of equity securities, the incurrence of additional debt, large one-time write-offs and the creation of goodwill or other intangible assets that could result in amortization expense. These factors could harm our business and operating results and cause the price of our common stock to decline. In addition, we have pursued and expect to continue to pursue opportunities to acquire assembly operations being divested by electronics industry OEMs. We expect that competition for these opportunities among electronics manufacturing services firms will be intense because these transactions typically enable the acquiror to enter into long-term supply arrangements with the divesting OEM. Accordingly, our future results of operations could be harmed if we are not successful in attracting a significant portion of the OEM divestiture transactions we pursue. In addition, due to the large scale and long-term nature of supply arrangements typically entered into in OEM divestiture transactions and because cost reductions are generally a major reason why the OEM is divesting operations, pricing of manufacturing services may be less favorable to the manufacturer than in standard contractual relationships. For example, we experienced declines in gross margins in the first quarter of fiscal 2000 due to our increase in sales to Nortel under our supply agreement relating to the operations we acquired. As we enter into new OEM divestiture transactions, we may experience further erosion in gross margins. Our pending transaction with Hadco Corporation is not yet complete. Completion of the Hadco transaction is subject to several conditions, including the approval of Hadco's stockholders. We expect the Hadco transaction to be completed in June 2000. If this transaction does not close in the time frame we anticipate, or if it is not completed at all, our future operating results will be harmed and the price of our common stock could decline. WE MAY EXPERIENCE COMPONENT SHORTAGES, WHICH WOULD CAUSE US TO DELAY SHIPMENTS TO CUSTOMERS, RESULTING IN POTENTIAL DECLINES IN REVENUES AND OPERATING RESULTS. Recently, a number of components purchased by us and incorporated into assemblies and subassemblies we produce have been the subject of shortages. These components include application-specific integrated circuits, capacitors and connectors. Unanticipated component shortages caused us to be unable to make certain scheduled shipments to customers in the first quarter of fiscal 2000 and may do so in the future. As a result, we would experience a shortfall in revenues. We could also experience negative customer goodwill due to the delay in shipment. Component shortages may also increase our cost of goods due to premium charges we must pay to purchase components in short supply and due to changes in the mix of assemblies shipped to customers. For example, shortages in certain components negatively affected our operating results and contributed to an increase in inventory levels during the first quarter of fiscal 2000. Accordingly, component shortages could harm our operating results for a particular fiscal period due to the resulting revenue shortfall or cost increase and could also damage customer relationships over a longer-term period. WE ARE SUBJECT TO COMPETITION AND TECHNOLOGICAL CHANGE, AND OUR BUSINESS MAY BE HARMED BY COMPETITIVE PRESSURES AND FAILURE TO ADAPT TO TECHNOLOGICAL CHANGES. The electronic interconnect product industry is highly fragmented and characterized by intense competition. We compete in the technologically advanced segment of the interconnect product market, which is also highly competitive but is much less fragmented than the industry as a whole. Our competitors consist primarily of larger manufacturers of interconnect products, and some of these competitors have greater manufacturing and financial resources than us as well as greater surface mount assembly capacity. As a participant in the interconnect industry, we must continually develop improved manufacturing processes to accommodate our customers' needs for increasingly complex products. During periods of recession in the electronics industry, our competitive advantages in the areas of quick turnaround manufacturing and responsive customer service may be of reduced importance to electronics OEMs, who may become more price sensitive. In addition, captive interconnect product manufacturers seek orders in the open market to fill excess capacity, thereby increasing price competition. 8 9 In addition, we may be at a competitive disadvantage with respect to price when compared to manufacturers with lower cost structures, particularly those with offshore facilities where labor and other costs are lower. We do not currently have offshore facilities in lower cost locations, such as Asia and Latin America. Although we plan to establish other offshore facilities, we may not do so in time to be competitive. ENVIRONMENTAL MATTERS ARE A KEY CONSIDERATION IN OUR BUSINESS, AND FAILURE TO COMPLY WITH THE REQUIREMENTS OF ENVIRONMENTAL LAWS COULD HARM OUR BUSINESS. Proper waste disposal is a major consideration for printed circuit board manufacturers because metals and chemicals are used in the manufacturing process. Water used in the printed circuit board manufacturing process must be treated to remove metal particles and other contaminants before it can be discharged into the municipal sanitary sewer system. In addition, although the electronics assembly process generates significantly less waste water than printed circuit board fabrication, maintenance of environmental controls is also important in the electronics assembly process. Each of our printed circuit board and electronics assembly plants has personnel responsible for monitoring environmental compliance. These individuals report to our Director of Environmental Compliance, who has overall responsibility for environmental matters. Each plant operates under effluent discharge permits issued by the appropriate governmental authority. These permits must be renewed periodically and are subject to revocation in the event of violations of environmental laws. There can be no assurance that violations will not occur in the future as a result of human error, equipment failure or other causes. In the event of a future violation of environmental laws, we could be held liable for damages and for the costs of remedial actions and could be also subject to revocation of effluent discharge permits. Any such revocation could require us to cease or limit production at one or more of our facilities, which would harm our operating results. We are also subject to environmental laws relating to the storage, use and disposal of chemicals, solid waste and other hazardous materials as well as air quality regulations. Furthermore, environmental laws could become more stringent over time, and the costs of compliance with and penalties associated with violation of more stringent laws could be substantial. WE ARE SUBJECT TO ENVIRONMENTAL CONTINGENCIES AT SITES OPERATED BY ACQUIRED COMPANIES AND COULD INCUR SUBSTANTIAL COSTS FOR ENVIRONMENTAL REMEDIATION AND RELATED ACTIVITIES AT THESE SITES. In November 1997, we acquired Elexsys International, Inc. which became our wholly-owned subsidiary. Several facilities owned or occupied by Elexsys at the time of the merger, or formerly owned or occupied by Elexsys or companies acquired by Elexsys, had either soil contamination or contamination of groundwater underneath or near the facility including the following: contamination was discovered at Elexsys' Irvine, California facility in 1989 and Elexsys voluntarily installed a groundwater remediation system at the facility in 1994. Additional investigation is being undertaken by other parties in the area at the request of the California Regional Water Quality Control Board. It is unknown whether any additional remediation activities will be required as a result of such investigations or whether any third party claims will be brought against us alleging that they have been damaged in any way by the existence of the contamination at the Irvine facility. We have been required by the California Department of Toxic Substances Control to undertake investigation of soil and/or groundwater at certain facilities formerly owned or occupied by a predecessor company to Elexsys in Mountain View, California. Depending upon the results of this soil sampling and groundwater testing, we could be ordered to undertake soil and/or groundwater cleanup. To date, we have not been ordered to undertake any soil or groundwater cleanup activities at the Mountain View facilities, and we do not believe any such activities should be required. Test results received to date are not sufficient to enable us to determine whether or not such cleanup activities are likely to be mandated. Contamination has also been discovered at other current and former Elexsys facilities and has been reported to the relevant regulatory agencies. No remediation or further investigation of such contamination has been required by regulatory agencies. To date, the cost of the various investigations and the cost of operating the remediation system at the Irvine facility have not been material to our financial condition. However, in the event we are required to undertake additional groundwater or soil cleanup, the costs of such cleanup are likely to be substantial. We are currently unable to estimate the amount of such soil and groundwater cleanup costs because no soil or groundwater cleanup has been ordered and we cannot determine from available test results what remediation activities, if any, are likely to be required. We believe, based on the limited information currently available, that the cost of any groundwater or soil clean-up that may be required would not harm our business, financial condition and results of operations. Nevertheless, the process of remediating contaminated soil and groundwater is costly, and if we are required to undertake substantial remediation activities at one or more of the former Elexsys facilities, there can be no assurance that the costs of such activities would not harm our business, financial condition and results of operations. In November 1998, we acquired Altron Incorporated which became a wholly owned subsidiary of ours. Altron was advised in 1993 by Olin Corporation that contamination resulting from activities of prior owners of property owned by Olin Corporation and 9 10 located close to the Altron manufacturing plant in Wilmington, Massachusetts, had migrated under the Altron plant. Olin has assumed full responsibility for any remediation activities that may be required and has agreed to indemnify and hold Altron harmless from any and all costs, liabilities, fines, penalties, charges and expenses arising from and relating to any action or requirement, whether imposed by statute, ordinance, rule, regulation, order, decree or by general principles of law to remediate, clean up or abate contamination emanating from the Olin site. Although we believe that Olin's assumption of responsibility will result in no remediation cost to Altron from the contamination, there can be no assurance that Altron will not be subject to some costs regarding this matter, but we do not anticipate that such costs, if any, will be material to its financial condition or results of operations. We have been notified by the County of Santa Clara, California that the county in conjunction with the Environmental Protection Agency is seeking approximately $1,600,000 million in fines for waste water discharge and other related violations that have allegedly occurred during the past two years at one of our plants in Santa Clara. No remediation or further investigation of such contamination has been required by regulatory agencies. We have been named as a potentially responsible party at several contaminated disposal sites as a result of the past disposal of hazardous waste by companies acquired by us or their corporate predecessors. While liabilities for such historic disposal activities have not been material to our financial condition to date, there can be no guarantee that past disposal activities will not result in material liability to us in the future. HADCO IS SUBJECT TO ENVIRONMENTAL CONTINGENCIES AT SITES CURRENTLY OR FORMERLY OPERATED BY IT AND COULD INCUR SUBSTANTIAL COSTS FOR ENVIRONMENTAL REMEDIATION AND RELATED ACTIVITIES AT THESE SITES. In April 2000, we entered into an agreement to acquire Hadco Corporation. Hadco is aware of certain chemicals that exist in the ground at certain of its facilities. Hadco has notified various governmental agencies and continues to work with them to monitor and resolve these matters. During March 1995, Hadco received a Record Of Decision (ROD) from the New York State Department of Environmental Conservation (NYSDEC), regarding soil and groundwater contamination at its Owego, New York facility. Based on a Remedial Investigation and Feasibility Study (RIFS) for apparent on-site contamination at that facility and a Focused Feasibility Study (FFS), each prepared by environmental consultants of Hadco, the NYSDEC has approved a remediation program of groundwater withdrawal and treatment and iterative soil flushing. Hadco has executed a Modification of the Order on Consent to implement the approved ROD. Capital equipment for this remediation has already been acquired by Hadco, and future operation and maintenance costs, which will be incurred and expended over the estimated life of the program of the next 28 years, are estimated at between $40,000 and $100,000 per year. In the summer of 1998, NYSDEC took additional samples from a wetland area near Hadco's Owego facility. Analytical reports of earlier sediment samples indicated the presence of certain inorganics. The new samples showed elevated levels of certain metals, but NYSDEC has not made a determination as to the potential source of such metals, the remedial action to be taken, or the persons to undertake and/or pay for any remediation. Hadco and/or other third parties may be required to conduct additional investigations and remediation at that location, the costs of which are currently indeterminable. Hadco commenced the operation of a groundwater extraction system at its Derry, New Hampshire facility to address certain groundwater contamination and groundwater migration control issues. Further investigation is underway to determine the areal extent of the groundwater contaminant plume. Because of the uncertainty regarding both the quantity of contaminants beneath the building at the site and the long-term effectiveness of the groundwater migration control system Hadco has installed, it is not possible to make a reliable estimate of the length of time remedial activity will have to be performed. However, it is anticipated that the groundwater extraction system will be operated for at least 30 years. Hadco may be required to conduct additional investigations and remediation relating to the Derry facility. The total costs of such groundwater extraction system and of conducting any additional investigations and remediation relating to the Derry facility are not fully determinable. Hadco is one of 33 entities which have been named as potentially responsible parties in a lawsuit pending in the federal district court of New Hampshire concerning environmental conditions at the Auburn Road, Londonderry, New Hampshire landfill site. Local, state and federal entities and certain other parties to the litigation seek contribution for past costs, totaling approximately $20 million, allegedly incurred to assess and remediate the Auburn Road site. In December 1996, following publication and comment period, the EPA amended the ROD to change the remedy at the Auburn Road site from active groundwater remediation to future monitoring. In June 1999, Hadco entered into a Consent Decree with 30 of the defendants and third-party defendants. The Consent Decree was approved by the Court in March 2000. Under the terms of the Consent Decree, Hadco is a cash-out party and does not have responsibility for performance of ongoing remedial or monitoring work at the site. From 1974 to 1980, Hadco operated a printed circuit manufacturing facility in Florida as a lessee. This property is the subject of a pending lawsuit in the circuit court for Broward County, Florida (the "Florida Lawsuit") and an investigation by the Florida Department of Environmental Protection a("FDEP"). In connection with the investigation, Hadco and others have participated in alternative dispute resolution regarding the site with an independent mediator. Mediation sessions began in 1992 and continued over the next several years through May 1998. In June 1995, Hadco and Gould, Inc., another prior lessee of the site, were joined as third-party defendants in the pending Florida lawsuit by a party who had previously been named as a defendant when the Florida lawsuit was commenced in 1993 by the FDEP. As a result of the mediation, a Settlement Agreement was entered into among Hadco, Gould and the FDEP in March 1999. The third-party complaints against Hadco and Gould in the pending Florida lawsuit were dismissed. The Settlement Agreement provides that Hadco and Gould will undertake remedial action based on a Supplemental Contamination Assessment Report and a later Feasibility Study, which has been prepared by a consultant to Hadco and Gould and approved by FDEP. The estimated cost of the recommended source removal described in the Feasibility Study is approximately $165,000, and for ongoing monitoring and remediation is approximately $2.1 million. Actual remedial activities have not yet commenced but are expected to begin in the near future. In March 1993, the EPA notified Hadco Santa Clara of its potential liability for maintenance and remediation costs in connection with a hazardous waste disposal facility operated by Casmalia Resources, a California Limited Partnership, in Santa Barbara County, California. The EPA identified Hadco Santa Clara as one of the 65 generators which had disposed of the greatest amounts of materials at the site. Based on the total tonnage contributed by all generators, Hadco Santa Clara's share is estimated at approximately 0.2% of the total weight. The Casmalia site was regulated by the EPA during the period when the material was accepted. There is no allegation that Hadco Santa Clara violated any law in the disposal of material at the sites. Rather the EPA's actions stemmed from the fact that Casmalia Resources may not have the financial means to implement a closure plan for the site and because of Hadco Santa Clara's status as a generator of hazardous waste. In June 1997, the United States District Court in Los Angeles, California approved and entered a Consent Decree among the EPA and 49 entities (including Hadco Santa Clara) acting through the Casmalia Steering Committee (CSC). The Consent Decree sets forth the terms and conditions under which the CSC will carry out work aimed at final closure of the site. Certain closure activities will be performed by the CSC. Later work will be performed by the CSC, if funded by other parties. Under the Consent Decree, the settling parties will work with the EPA to pursue the non-settling parties to ensure they participate in contributing to the closure and long-term operation and maintenance of the facility. The EPA will continue as the lead regulatory agency during the final closure work. Because long-term maintenance plans for the site will not be determined for a number of years, it has not yet been decided which regulatory agency will oversee this phase of the work plan or how the long-term costs will be funded. However, the Consent Decree provides a mechanism for ensuring that an appropriate federal, state or local agency will assume regulatory responsibility for long-term maintenance. FAILURE TO MANAGE OUR GROWTH MAY SERIOUSLY HARM OUR BUSINESS. Our business has grown in recent years through both internal expansion and acquisitions, and continued growth may cause a significant strain on our infrastructure and internal systems. To manage our growth effectively, we must continue to improve and expand our management information systems. We will face additional growth management challenges, particularly if we expand in Asia and Latin America and if we undertake additional new acquisition and OEM divestiture transactions. If we are unable to manage growth effectively, our results of operations will be harmed. OUR EXISTING INTERNATIONAL OPERATIONS AND OUR PLANS TO EXPAND INTERNATIONAL OPERATIONS INVOLVE ADDITIONAL RISKS, AND FAILURE TO EFFECTIVELY EXPAND INTERNATIONALLY COULD HARM OUR OPERATING RESULTS. We opened our first overseas facility, located in Dublin, Ireland, in June 1997. In addition, we operate electronic assembly operations in Chateaudun, France, Sundsvall, Sweden and Aanekoski, Tikkakoski, Finland. If the acquisition of Hadco is completed, we will acquire a manufacturing facility for printed circuits in Malaysia. A number of risks are inherent in international operations and transactions. International sales and operations may be limited or disrupted by the imposition of government controls, export license requirements, political instability, trade restrictions, changes in tariffs, and difficulties in staffing, coordinating communications among and managing international operations. Additionally, our business and operating results may be harmed by fluctuations in international currency exchange rates as well as increases in duty rates, difficulties in obtaining export licenses, constraints on our ability to maintain or increase prices, and competition. We cannot assure you that we will realize the anticipated strategic benefits of our expansion in Ireland or that our international operations will contribute positively to our business and operating results. In addition, to respond to competitive pressures and customer requirements, we plan to expand internationally in lower cost locations, particularly Asia and Latin America. As a result of this proposed expansion, we could encounter difficulties in scaling up production at overseas facilities or in coordinating our United States and international operations. In addition, we may not realize anticipated revenue growth at new international operations. We may elect to establish start-up operations rather than acquiring existing businesses, which would require us to recruit management and other personnel and build a customer base at a completely new operation. Accordingly, unanticipated problems we encounter in establishing new international operations could harm our business and operating results and cause our stock price to decline. THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE, AND THE VALUE OF YOUR INVESTMENT COULD DECLINE. The trading price of our common stock has been and could in the future be subject to significant fluctuations in response to variations in quarterly operating results, developments in the electronics industry, general economic conditions, changes in securities analysts' recommendations regarding our securities and other factors. In addition, the stock market in recent years has experienced significant price and volume fluctuations which have affected the market prices of technology companies and which have been 10 11 unrelated to or disproportionately impacted by the operating performance of such companies. These broad market fluctuations may cause the market price of our common stock to decline, which would diminish the value of your investment. WE DEPEND ON CERTAIN KEY PERSONNEL, AND THE LOSS OF KEY PERSONNEL MAY HARM OUR BUSINESS. Our future success depends in large part on the continued service of our key technical and management personnel and on our ability to continue to attract and retain qualified employees, particularly those highly skilled design, process and test engineers involved in the manufacture of existing products and the development of new products and processes. The competition for such personnel is intense, and the loss of key employees, none of whom is subject to an employment agreement for a specified term or a post-employment non-competition agreement, could harm our business. IF WE HAVE NOT ADEQUATELY PREPARED FOR THE TRANSITION TO YEAR 2000, OUR BUSINESS COULD BE HARMED. We have executed a plan designed to make our computer systems, applications, computer and manufacturing equipment and facilities year 2000 ready. To date, none of our systems, applications, equipment or facilities have experienced material difficulties from the transition to year 2000. However, it is possible that material difficulties could be discovered or could arise. We cannot guarantee that our year 2000 readiness plan has been successfully implemented, and actual results could still differ materially from our plan. In addition, we have communicated with our critical suppliers to determine the extent to which we may be vulnerable to such parties' failure to resolve their own year 2000 issues. Where practicable, we have attempted to mitigate our risks with respect to the failure of these entities to be year 2000 ready. The effect, if any, on our results of operations from any failure of such parties to be year 2000 ready cannot yet be determined. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements under "Prospectus Summary," "Risk Factors," and elsewhere in this prospectus constitute forward-looking statements. These statements involve known and unknown risks, uncertainties an other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such factors include those listed under "Risk Factors" and elsewhere in this prospectus. This prospectus contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks outlined under "Risk Factors." These factors may cause our actual results to differ materially from any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. We are under no duty to update any of the forward-looking statements after the date of this prospectus to conform to such statements to actual results. USE OF PROCEEDS We will not receive any proceeds from the sale of the shares by the selling stockholders in the offering. We will pay for costs relative to the registration of the shares. SELLING STOCKHOLDERS In this prospectus, we refer to the entities or individuals listed below and any family member, trust or trust instrument to whom they may rightfully transfer their shares as "selling stockholders." The following table sets forth certain information as of June 14, 2000 with respect to each selling stockholder: 11 12
SHARES OFFERED SHARES BENEFICIALLY NAME OF SELLING STOCKHOLDER HEREBY(1) OWNED AFTER OFFERING(1)(2) ---------- ---------------------------- Number Percent ---------------------------- Rune Glavare.......................... 325,173 - * Kjell Hogstrom........................ 325,173 - * Lennart Svantesson.................... 38,000 - * Ulf Lundkvist......................... 10,201 - * Lars Bergqvist........................ 10,201 - * Per Myrstrom.......................... 10,201 - * Claudia Haggstrom..................... 6,376 - * Orjan Soderberg....................... 6,376 - * Marita Sjodin......................... 6,376 - * Tord Berggren......................... 6,376 - * Veli-Matti Helenius................... 27,585 - * Ilkka Keskinen........................ 23,004 - * Oiva Peltokangas...................... 20,158 - * Hannu Siltanen........................ 19,566 - * Eero Hernesmaa........................ 9,763 - * Bernt Andersson....................... 2,041 - * Christer Hermansson................... 2,041 - * Juha Koskinen......................... 2,041 - * Antti Jokkitalo....................... 510 - * Goran Lundbom......................... 5,100 - * NC III Ltd............................ 3,724 - * Nordic Capital III Alpha LP........... 295,986 - * Nordic Capital III Beta LP............ 216,741 - * Handelsbanken Liv Forsakringsaktiebola 46,611 - * Atle AB............................... 34,961 - * Allmanna Pensionsfonden, sjatte fondstyrelsen....................... 69,911 - * Investment AB Bure.................... 69,911 - * Kommunernas Pensionsforsakring........ 11,650 - * Allmanna Pensionsfonden, sjatte fondstyrelsen....................... 384,597 - *
- --------------------- * Less than 1%. (1) The rules and regulations of the Commission determine beneficial ownership. Such beneficial ownership generally includes voting or investment power with respect to securities. Beneficial ownership is based on information as of December 29, 1998 and assumes that there is outstanding an aggregate of 129,172,152 shares of Common Stock. As of June 14, 2000, no options had been issued to the selling stockholders named in this prospectus. Except as subject to community property laws where applicable, we believe, based on information furnished by the selling stockholders, that the person named in the above table above has sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by him. (2) Assumes the sale of all shares offered by this Prospectus and no other purchases or sales of our Common Stock. See "Plan Of Distribution." PLAN OF DISTRIBUTION The selling stockholders may sell the shares separately or together, from time to time on the over-the-counter market at prices and on terms prevailing at the time of any such sale. Any such sale may be made: - in broker's transactions through broker-dealers acting as agents; - in transactions directly with market makers; or - in privately negotiated transactions where no broker or other third party (other than the purchaser) is involved. The selling stockholders will pay: - selling commissions or brokerage fees, if any; - all applicable transfer taxes; and - all fees and costs of counsel incurred in connection with the sale. During such time as the selling stockholders may be attempting to sell shares registered hereunder, they will: (1) not engage in any stabilization activity in connection with any of our securities; (2) furnish copies of this prospectus, as supplemented or amended to each person to whom shares may be offered; and (3) not bid for or purchase any of our securities other than as permitted under the Exchange Act. The selling stockholders, and any other persons who participate in the sale of the shares, may be deemed to be "Underwriters" as defined in the Securities Act. Any commissions paid or any discounts or concessions allowed to any such persons, and any profits received on resale of the shares, may be deemed to be underwriting discounts and commissions under the Securities Act. 12 13 With regard to the shares, we have agreed to maintain the effectiveness of this registration statement until two years after the effective date of this registration statement or less if the distribution described herein has become effective. We will bear all costs, expenses and fees in connection with the registration of the shares. The selling stockholders will bear all commissions and discounts, if any, attributable to the sale of the shares. We agreed to indemnify the selling stockholders against certain liabilities, including liabilities under the Securities Act. The selling stockholders have agreed to indemnify us against certain liabilities, including liabilities under the Securities Act. LEGAL MATTERS The validity of the shares of common stock offered hereby has been passed upon for Sanmina by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. As of the date of this prospectus, investment partnerships composed of individuals associated with Wilson Sonsini Goodrich & Rosati and attorneys who are members of or are employed by beneficially own an aggregate of approximately 25,750 shares of Sanmina's common stock. Mario M. Rosati, one of our directors, and Christopher D. Mitchell, our secretary, are members of Wilson Sonsini Goodrich & Rosati. EXPERTS The audited financial statements and schedule incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. WHERE YOU CAN FIND ADDITIONAL INFORMATION This prospectus constitutes a part of a registration statement on Form S-3 filed by us with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement, parts of which are omitted in accordance with the rules and regulations of the SEC. For further information about Sanmina and the shares of common stock offered, reference is made to the registration statement. Statements contained in this prospectus concerning the provisions of any document are not necessarily complete, and each such statement is qualified in its entirety by reference to the copy of such document filed with the SEC. We file annual, quarterly and special reports, proxy statements, and other information with the SEC. You may read and copy any document we file at the SEC's public reference facilities at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's following Regional Offices: Suite 1400, Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois 60661; and 13th Floor, Seven World Trade Center, New York, New York 10048. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at the SEC's web site at http://www.sec.gov. Additional information about us may be found on our web site at http://www.sanmina.com. Information contained on our web site does not constitute part of this prospectus. INFORMATION INCORPORATED BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. The most recent information that we file with the SEC automatically updates and supersedes more dated information. We incorporate by reference the documents listed below, and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until the offering is completed. The documents we incorporate by reference are: 1. Our Annual Report on Form 10-K for the fiscal year ended October 2, 1999; 2. Our Quarterly Report on Form 10-Q for the quarter ended January 1, 2000; 3. Our Quarterly Report on Form 10-Q/A for the period ended January 1, 2000; 13 14 4. Our Quarterly Report on Form 10-Q for the quarter ended April 1 , 2000; and 5. The description of our common stock contained in our registration statement on Form 8-A as filed with the SEC on February 19, 1993. Any statement contained in a document that is incorporated by reference will be modified or superceded for all purposes to the extent that a statement contained in this prospectus (or in any other document that is subsequently filed with the Commission and incorporated by reference) modifies or is contrary to that previous statement. Any statement so modified or superceded will not be deemed a part of this prospectus except as so modified or superceded. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: Investor Relations, Sanmina Corporation, 2700 North First Street, San Jose, CA 95134, telephone: (408) 964-3500. You should rely only on the information incorporated by reference or provided in this prospectus or a prospectus supplement or amendment. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. Also, this prospectus does not offer to sell any securities other than the securities covered by this prospectus. You should not assume that the information in this prospectus or a prospectus supplement or amendment is accurate as of any date other than the date on the front of the document. Shares of our common stock are traded as "National Market Securities" on the Nasdaq National Market. Documents we file can be inspected at the offices of the National Association of Securities Dealers, Inc., Reports Section, 1735 K Street, N.W., Washington, D.C. 20006. 14 15 [SANMINA LOGO] 15 16 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table shows the costs and expenses, payable by Sanmina in connection with the sale of common stock being registered. All amounts are estimates except the SEC registration fee, the NASD filing fee and the Nasdaq National Market listing fee.
SEC registration fee ........... $40,099 Legal fees and expenses ........ 10,000 Accounting fees and expenses ... 5,000 Miscellaneous expenses ......... 2,501 ------- Total ........................ $57,600 =======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law permits a corporation to include in its charter documents and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law. Article X of Sanmina's Amended and Restated certificate of incorporation provides for the indemnification of directors to the fullest extent permitted under Delaware law. Article VI of Sanmina's bylaws provides for the indemnification of officers, directors and third parties acting on behalf of the corporation to the fullest extent permitted under the General Corporation Law of Delaware. Sanmina has entered into indemnification agreements with its directors and executive officers, in addition to indemnification provided for in Sanmina's bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the future. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling Sanmina pursuant to the foregoing provisions, Sanmina has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. At present, there is no pending litigation or proceeding involving a director, officer, employee, or other agent of Sanmina in which indemnification is being sought, nor is Sanmina aware of any threatened litigation that may result in a claim for indemnification by any director, officer, employee, or other agent of Sanmina. ITEM 16. EXHIBITS
2.1 Shareholder Agreement dated May 31, 2000 among Sanmina Corporation and the signatories listed thereon. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation 23.1 Consent of Arthur Andersen LLP Independent Public Accountants 23.2 Consent of Counsel (included in Exhibit 5.1) 24.1 Power of Attorney (See II-3)
ITEM 17. UNDERTAKINGS Sanmina undertakes: 1. That, for the purpose of determining any liability under the Securities Act, each filing of Sanmina's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be 16 17 a new registration statement relating to the securities offered therein, and the offering of these securities at that time shall be deemed to be the initial bona fide offering thereof. 2. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Sanmina pursuant to the foregoing provisions, or otherwise, Sanmina has been advised that in the opinion of the SEC this 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 Sanmina of expenses incurred or paid by a director, officer, or controlling person of Sanmina 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, Sanmina 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. 3. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. 4. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering thereof. 17 18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Sanmina 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 14th day of June, 2000. SANMINA CORPORATION By: /s/ MARK LUSTIG --------------------------------------------------- Mark Lustig Acting Principal Financial and Accounting Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature appears below constitutes and appoints, jointly and severally, Randy W. Furr and Mark Lustig their attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this registration statement on Form S-3 (including post-effective amendments), to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, thereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutions, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE --------- ----- ---- /s/ JURE SOLA Chief Executive Officer and June 14, 2000 - -------------------------------------------- Chairman of the Board of Directors Jure Sola (Principal Executive Officer) /s/ RANDY W. FURR Director June 14, 2000 - -------------------------------------------- Randy W. Furr /s/ MARK LUSTIG Acting Principal Financial and Accounting June 14, 2000 - -------------------------------------------- Officer Mark Lustig /s/ JOHN BOLGER Director June 14, 2000 - -------------------------------------------- John Bolger /s/ NEIL BONKE Director June 14, 2000 - -------------------------------------------- Neil Bonke /s/ MARIO M. ROSATI Director June 14, 2000 - -------------------------------------------- Mario M. Rosati /s/ JOSEPH SCHELL Director June 14, 2000 - -------------------------------------------- Joseph Schell /s/ BERNARD VONDERSCHMITT Director June 14, 2000 - -------------------------------------------- Bernard Vonderschmitt
18 19 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------ ----------- 2.1 Shareholder Agreement dated May 31, 2000 among Sanmina Corporation and the signatories listed thereon. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation 23.1 Consent of Arthur Andersen LLP Independent Public Accountants 23.2 Consent of Counsel (included in Exhibit 5.1) 24.1 Power of Attorney (See II-3)
19 EX-2.1 2 0002.txt EXHIBIT 2.1 1 EXHIBIT 2.1 SHAREHOLDER AGREEMENT THIS AGREEMENT is made and entered into as of May 31, 2000, between Sanmina Corporation, a Delaware corporation ("SANMINA"), and the undersigned Shareholder (the "Shareholder") of Essex AB, a limited liability company organized under the laws of Sweden (the "Company"). All capitalized terms used and not otherwise defined herein shall have the meanings given them in that certain Share Acquisition Agreement dated as of May 31, 2000 by and among SANMINA, Essex Acquisition Subsidiary, Inc. and the other Shareholders of the Company (the "Share Acquisition Agreement"). Each Shareholder of the Company (collectively, the "Shareholders") is entering into a Shareholder Agreement with SANMINA. RECITALS: Pursuant to the Share Acquisition Agreement, SANMINA will acquire from the Shareholders all of the issued and outstanding common stock of the Company in exchange for shares of Common Stock, $0.01 par value, of SANMINA (the "SANMINA Shares"). The SANMINA Shares to be issued have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), in reliance upon the exemptions from registration provided by Regulation S and/or Section 4(2) of the U.S. Securities Act, and accordingly such shares constitute "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act. In consideration of SANMINA's purchase of the Shareholder's shares of common stock of the Company, Shareholder has agreed to enter into this Agreement. In consideration of the premises and the mutual representations, warranties and covenants herein contained, the parties hereto have agreed and do hereby agree as follows: 1. Restricted Shares; Legend. 1.1 SANMINA Shares. Shareholder will not make any sale, transfer or other disposition of the SANMINA Shares, unless (i) there is in effect a registration statement under the U.S. Securities Act covering the proposed transfer; (ii) such proposed transfer is within the limitations of and in compliance with the terms and provisions of Rule 144 under the U.S. Securities Act; (iii) such proposed transfer is effected outside of the United States (as such term is defined in Regulation S under the U.S. Securities Act) in accordance with Rule 903 or 904 under The U.S. Securities Act; (iv) SANMINA receives an unqualified written opinion of legal counsel addressed to SANMINA and in form and substance reasonably satisfactory to SANMINA's counsel, to the effect that the proposed transfer of SANMINA Shares may be effected without registration under the U.S. Securities Act. 2 1.2 Each certificate for SANMINA Shares shall be stamped or otherwise imprinted with a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OF, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, ITS TERRITORIES, POSSESSIONS, OR AREAS SUBJECT TO ITS JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A "U.S. PERSON" AS THAT TERM IS DEFINED IN RULE 901 OF REGULATION S OF THE U.S. SECURITIES ACT AT ANY TIME PRIOR TO ONE (1) YEAR AFTER MAY 31, 2000 EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (II) IN COMPLIANCE WITH RULE 144 OR (III) PURSUANT TO AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE U.S. SECURITIES ACT OF 1933." 1.3 In connection with the limitations on disposition with respect to the SANMINA Shares contained in this Agreement, SANMINA will issue stop transfer instructions to its transfer agent with respect to such shares. 1.4 Shareholder understands that SANMINA is under no obligation to register the sale, transfer or other disposition of the SANMINA Shares except as set forth in this Agreement. 1.5 In connection with any sales by Shareholder of SANMINA Shares in compliance with the limitations on disposition set forth in this Agreement, except for sales made in accordance with Regulation S under The Securities Act, SANMINA agrees to notify its transfer agent that the legend set forth in Section 1.2 may be removed from such SANMINA Shares being sold by Shareholder at the time of such sales. 2. Shareholder's Representations. Shareholder represents, warrants and covenants to SANMINA that: 2.1 Shareholder understands that the SANMINA Shares to be issued under the Share Acquisition Agreement have not been registered under the U.S. Securities Act on the basis that the sale and issuance of securities thereunder is exempt from such registration pursuant to the provisions of Regulation S and/or Section 4(2) under the U.S. Securities Act, and that SANMINA's reliance on such exemptions is based on Shareholder's representations set forth herein and in the Investor Questionnaire attached hereto as Exhibit A. 2.2 By executing this Agreement, Shareholder further represents that Shareholder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the SANMINA Shares to be issued under the Share Acquisition Agreement. -2- 3 2.3 Shareholder understands that the SANMINA Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act and that such shares may not be sold, transferred or otherwise disposed of without registration under the U.S. Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering such shares or an available exemption from registration under the U.S. Securities Act, such shares must be held indefinitely. 2.4 Shareholder acknowledges that he is aware of Rule 144 under the U.S. Securities Act ("Rule 144"), which permits limited public resales of "restricted securities" subject to the satisfaction of certain conditions. Shareholder understands that under Rule 144, except as otherwise provided by section (k) of that Rule, the conditions include, among other things: the availability of certain current public information about the issuer, the resale occurring not less than one (1) year after the party has purchased and paid for the securities to be sold and limitations on the amount of securities to be sold and the manner of sale. Shareholder acknowledges that in the event all of the requirements of Rule 144 are not met, registration under the U.S. Securities Act, or an exemption from registration will be required for any disposition of the SANMINA Shares. Shareholder understands that although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell restricted securities received other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. 2.5 Shareholder has consulted his own legal and tax advisors regarding the consequences of the transaction contemplated by the Share Acquisition Agreement and acknowledges that he is not relying upon, nor has he received, any legal or tax advice from SANMINA or its legal counsel or accountants. 2.6 Shareholder is aware of SANMINA's business and financial condition and has sufficient information about SANMINA to reach an informed and knowledgeable decision to acquire the SANMINA Shares in the transaction contemplated by the Share Acquisition Agreement. Shareholder acknowledges he has had access to copies of SANMINA's SEC Documents, and that he has had the opportunity to receive additional information concerning SANMINA. Shareholder further represents that he has had an opportunity to ask questions and receive answers from SANMINA regarding the business and financial condition of SANMINA. 2.7 No Sale to U.S. Persons. Unless and until the SANMINA stock is registered pursuant to Section 3, Shareholder will not sell, transfer or otherwise dispose of shares of SANMINA Stock to a U.S. Person as that term is defined in Rule 901 of Regulation S of the U.S. Securities Act (a "U.S. Person") for a period of one (1) year after the Closing Date. 2.8 Not a U.S. Person. Neither Shareholder nor any person for the account of whom Shareholder is acting is a "U.S. Person" as that term is defined in Rule 901 of Regulation S of the U.S. Securities Act, including but not limited to: (i) a natural person resident in the United States (which term includes the United States of America, its territories and possessions, any State of the United States, and the District of Columbia; (ii) a partnership or corporation organized or -3- 4 incorporated under the laws of the United States; (iii) the estate of which any executor or administrator is a U.S. Person; or (iv) any trust of which any trustee is a U.S. Person. 2.9 The residency of Shareholder is correctly set forth on Schedule 1 to the Acquisition Agreement. 2.10 Shareholder has completed the Questionnaire attached hereto as Exhibit A to the best of his knowledge. Shareholder agrees to complete and execute the Questionnaire attached hereto as Exhibit B as promptly as possible after receipt from SANMINA of the draft of the Form S-3 registration statement contemplated to be filed as set forth in Section 4 of this Agreement, and in any case, prior to SANMINA's filing of such Form S-3. 3. Transfers of SANMINA Shares. With respect to any disposition or attempted disposition of any SANMINA Shares, Shareholder will comply with the following: 3.1 With respect to any sale of SANMINA Shares made pursuant to Rule 144, Shareholder will provide SANMINA with copies of appropriate documentation evidencing compliance with Rule 144. 3.2 With respect to a proposed disposition of SANMINA Shares not registered under the U.S. Securities Act and other than pursuant to Rule 144 or Regulation S, Shareholder will give prior written notice to SANMINA describing the manner and circumstances of the proposed disposition in sufficient detail to enable SANMINA to evaluate whether the proposed disposition of such shares satisfies the requirements of the U.S. Securities Act and this Agreement. Upon receipt of such written notice, SANMINA shall promptly notify Shareholder either (i) that the SANMINA Shares may be disposed of in the manner and under the circumstances described, or (ii) that on the basis of the information provided, the SANMINA Shares may not be disposed of prior to the receipt by SANMINA of an opinion of counsel reasonably satisfactory to SANMINA and its counsel to the effect that the proposed disposition of SANMINA Shares may be effected without registration under the U.S. Securities Act. 3.3 With respect to a disposition of SANMINA Shares registered under the U.S. Securities Act, Shareholder will dispose of such Common Stock as provided in the Form S-3 registration statement. 4. Registration Rights. 4.1 Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: (a) The term "Commission" means the U.S. Securities and Exchange Commission; (b) The term "Exchange Act" means the Securities Exchange Act of 1934, as amended; -4- 5 (c) The term "Form S-3" means such form under the U.S. Securities Act as in effect on the date hereof or any registration form under the U.S. Securities Act subsequently adopted by the Commission which similarly permits inclusion or incorporation of substantial information by reference to other documents filed by SANMINA with the Commission; (d) The terms "register", "registered" and "registration" refer to preparing and filing a registration statement covering the resale of the SANMINA Shares in compliance with the U.S. Securities Act and the declaration or ordering of the effectiveness of such registration statement; (e) The term "Registrable Securities" means the SANMINA Shares issued to Shareholder pursuant to the Acquisition Agreement, and any other shares of SANMINA Common Stock issued in respect thereof by way of a stock dividend, stock split, recapitalization or similar distribution; provided, however, that such shares of Common Stock shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale; (f) The term "Restricted Securities" means the SANMINA Shares required to bear the legend set forth in Section 1.2 hereof; and (g) The term "U.S. Securities Act" means the U.S. Securities Act of 1933, as amended. 4.2 Registration on Form S-3. SANMINA hereby agrees that, subject to Section 4.6, (i) within fifteen (15) days after the Closing Date, SANMINA will use its commercially reasonable efforts to file a registration statement to register shares representing all of the Registrable Securities issued to Shareholder pursuant to the Acquisition Agreement, and will use efforts to have such registration statement become effective and to keep such registration statement effective for the lesser of two (2) years (unless extended by a number of days equal to the number of days that the registration statement is postponed or discontinued under subparagraphs (a) and (b) below) or until Shareholder has informed SANMINA in writing that the distribution of all of such securities has been completed; provided, however, that, Shareholder agrees, by acquisition of the SANMINA Shares, that: (a) Upon receipt of any notice from SANMINA of (i) the happening of any event which makes any statements made in the registration statement or related prospectus filed pursuant to this Section 4, or any documents incorporated or deemed to be incorporated therein by reference, untrue in any material respect or which requires the making of any changes in such registration statement or prospectus so that, in the case of such registration statement it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) that, in the judgment of SANMINA's Board of Directors, it is -5- 6 advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments, public filings with the Commission or that there exists material nonpublic information about SANMINA that the Board of Directors, acting in good faith, determines not to disclose in a registration statement, then Shareholder will forthwith discontinue, for a period not to exceed thirty (30) days, disposition of such SANMINA Shares covered by such registration statement or prospectus until it is advised in writing by SANMINA that use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. SANMINA may exercise its right to discontinue the disposition of SANMINA Shares under this Section 4.2(a) on up to two occasions in any twelve month period. SANMINA shall use its reasonable efforts to insure that the use of the prospectus may be resumed as soon as practicable. In the event of the discontinuance of use of the registration statement pursuant to this paragraph, the time period during which SANMINA is obligated to maintain the effectiveness of such registration statement pursuant to this Agreement shall be tolled for the duration of the period during which the Shareholder discontinued the disposition of the SANMINA Shares covered by such registration statement. (b) Shareholder shall provide all such information and materials to SANMINA and take all such action as may be required in order to permit SANMINA to comply with all applicable requirements of the Commission and to obtain any desired acceleration of the effective date of such registration statement. Such provision of information and materials is a condition precedent to the obligations of SANMINA pursuant to this Agreement. (c) To the extent that Shareholder is an employee or consultant of SANMINA or the Company and is subject to such policy at the time of Shareholder's securities transaction, Shareholder shall abide by SANMINA's internal trading policy as in effect from time to time. 4.3 Registration and Selling Expenses. For purposes of this Section 4, "Registration Expenses" means all expenses incurred in connection with the registration or qualification of the SANMINA Shares pursuant to this Section 4, including, without limitation, all registration, filing and qualification fees, printing expenses, transfer agent and registration fees, and fees and disbursements of counsel for SANMINA. "Selling Expenses" means all underwriting discounts and commissions or broker fees and commissions applicable to the sale of Registrable Securities, and any fees and disbursements of counsel to Shareholder in connection with the registration and sale of such securities. All Registration Expenses incurred in connection with the registration of the SANMINA Shares pursuant to Section 4.2 will be borne by SANMINA, and all Selling Expenses will be borne by Shareholder. 4.4 Information by Shareholder. Shareholder will furnish to SANMINA such information regarding Shareholder and the distribution of the SANMINA Shares as SANMINA may reasonably request in connection with the registration referred to in this Section 4. 4.5 Transfer of Registration Rights. The registration rights granted to Shareholder under this Section 4 are solely for the benefit of Shareholder and are not transferable to any other person or entity, except a transfer by operation of law to his heirs and successors; provided, however, that the registration rights are transferable to a transferee or assignee of Registrable Securities which (a) is a subsidiary, parent, general partner, limited partner, retired partner, member -6- 7 or retired member of a Shareholder, or is an affiliate or donee of such Shareholder, including without limitations, any partnership or other entity of which any affiliate of such Shareholder is a general partner or over which such Shareholder has investment discretion, or any employee of any of the foregoing or (b) is a Shareholder's family member or trust for the benefit of an individual Shareholder; provided further that (i) the transferor shall, within ten (10) days after such transfer, furnish to SANMINA written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement. 4.6 Termination of Registration Rights. The rights granted to Shareholders pursuant to Section 4.2 hereof shall terminate as to each Shareholder on the date that all Registrable Securities held by such Shareholder may be sold under Rule 144(k) during any 90-day period. 5. Obligations of SANMINA. 5.1 Subject to the limitations of Sections 2, 3 and 4 above, SANMINA shall (i) prepare and file with the Commission the Form S-3 registration statement in accordance with Section 4.2 hereof with respect to the shares of Registrable Securities; (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary, and to comply with the provisions of the U.S. Securities Act with respect to the sale or other disposition of all securities proposed to be registered in each such registration statement for the lesser of two (2) years (unless in either case extended by that number of days equal to the number of days that use of the registration statement is discontinued as set forth herein) or (b) until Shareholder has informed SANMINA in writing that the distribution of all of Shareholder's securities has been completed; (iii) furnish to Shareholder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the U.S. Securities Act, and such other documents as Shareholder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while SANMINA shall be required under the provisions hereof to cause the registration statement to remain current; and (iv) use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as Shareholder shall reasonably request (provided that SANMINA shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and to keep such registrations or qualifications in effect for so long as such registration statement remains in effect. 5.2 SANMINA shall notify Shareholder, (A) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (B) of any request by the Commission or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus or for additional information relating to the registration statement, (C) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the registration statement or the initiation of any -7- 8 proceedings for that purpose, (D) of the receipt by SANMINA of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (E) of the happening of any event which makes any statement made in the registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the registration statement or prospectus so that, in the case of the registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. SANMINA may, upon the happening of any event (i) of the kind described in clauses B, C, D, or E hereof, or (ii) that, in the good faith judgment of SANMINA's Board of Directors, renders it advisable to suspend use of the prospectus for no more than thirty (30) days due to pending corporate developments, public filings with the Commission or similar events, suspend use of the prospectus on written notice to Shareholder, in which case Shareholder shall discontinue disposition of Registrable Securities covered by the registration statement or prospectus until copies of a supplemented or amended prospectus are distributed to Shareholder or until Shareholder is advised in writing by SANMINA that the use of the applicable prospectus may be resumed. SANMINA shall use its reasonable efforts to ensure that the use of the prospectus may be resumed as soon as practicable. SANMINA shall use every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the securities for sale in any jurisdiction, at the earliest practicable time. SANMINA shall, upon the occurrence of any event contemplated by clause E above, promptly prepare and furnish to Shareholder a supplement or post-effective amendment to the registration statement or a supplement to the related prospectus or any document incorporated herein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 5.3 SANMINA shall furnish, at the request of the Shareholder on the date that the registration statement with respect to such securities becomes effective (or, if such registration statement involves an underwritten public offering, on the date of the closing as provided in the applicable underwriting agreement), (i) an opinion, dated as of such date, of the counsel representing SANMINA for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to Shareholder, addressed to the Shareholder, and (ii) a letter dated as of such date, from the independent certified public accounts of SANMINA, in form and substance as is customarily given by independent certified public accountants to underwriters in connection with an underwritten public offering and reasonably satisfactory to the Shareholder, addressed to the Shareholder. 5.4 In connection with any offering of shares of Registrable Securities registered on Form S-3 pursuant to this Agreement, SANMINA shall instruct the transfer agent and registrar of the -8- 9 SANMINA Common Stock to remove the restricted legend and release any stop transfer orders with respect to the shares of Registrable Securities being sold. 5.5 SANMINA shall promptly apply for listing on the Nasdaq National Market (or on such market as shares of SANMINA common stock are currently trading) the shares of Registrable Securities registered on Form S-3 pursuant to this Agreement. 5.6 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Restricted Securities to the public without registration, SANMINA agrees to use its reasonable efforts to: (a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the U.S. Securities Act; and (b) File with the Commission in a timely manner all reports and other documents required of SANMINA under the U.S. Securities Act and the Exchange Act. 6. Availability of Form S-3. SANMINA represents that it believes it is currently eligible to utilize Form S-3 for registration of the SANMINA Shares. 7. Indemnification. 7.1 Indemnification by SANMINA. SANMINA will indemnify Shareholder and each person controlling Shareholder, and each person who participates as an underwriter in the offering or sale of such securities and each person, if any, who controls such underwriter within the meaning of the Securities Act against all claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, final prospectus, or any amendment or supplement thereto, incident to registration pursuant to this Agreement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by SANMINA of any rule or regulation promulgated under the U.S. Securities Act or state securities laws applicable to SANMINA in connection with any such registration, and, subject to Section 7.3, will reimburse Shareholder, and each person controlling Shareholder, for any legal and any other out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that SANMINA will not be liable in any such case to the extent that any such claim, loss, damage, or liability arises out of or is based on any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to SANMINA by Shareholder or controlling person and stated to be specifically for use therein, SANMINA shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or to any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability ( or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting the existence of an untrue statement -9- 10 or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement shall remain in full force and effect regardless of any investigation made by or on behalf of Shareholder or controlling person and shall survive the transfer of such securities by Shareholder. 7.2 Indemnification by Shareholder. Shareholder will indemnify SANMINA, each of its directors and officers and its legal counsel and independent accountants, each underwriter, if any, of SANMINA's securities covered by such a registration statement, each person who controls SANMINA or such underwriter within the meaning of Section 15 of the U.S. Securities Act, and each other Shareholder and each person controlling such other Shareholder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, final prospectus, or any amendment or supplement thereto, incident to registration pursuant to this Agreement or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and, subject to Section 7.3, will reimburse SANMINA, such other Shareholders, such directors, officers, legal counsel, independent accountants, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, final prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to SANMINA by Shareholder and stated to be specifically for use therein; provided, however, that the obligations of Shareholder hereunder shall be several and not joint and shall be limited to an amount equal to the respective net proceeds (after expenses and commissions) from the sale of Registrable Securities by Shareholder as contemplated herein. 7.3 Defending Claims. Each party entitled to indemnification under this Section 7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party receives written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. Notwithstanding the foregoing sentence, the Indemnified Party may retain its own counsel to conduct the defense of any such claim or litigation, and shall be entitled to be reimbursed by the Indemnifying Party for expenses incurred by the Indemnified Party in defense of such claim or litigation, in the event that the Indemnifying Party does not assume the defense of such claim or litigation within sixty days after the Indemnifying Party receives notice thereof from the Indemnified Party. Further, an Indemnifying Party shall be liable for amounts paid in settlement of any such claim or litigation only if the Indemnifying Party consents in writing to such settlement (which -10- 11 consent shall not be unreasonably withheld). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party a release from all liability with respect to such claim or litigation. 7.4 Contribution: If the indemnification provided for in this Section 7 from the Indemnifying Party is unavailable to an Indemnified Party hereunder in respect of any claim, loss, damage or liability referred to herein, then the Indemnifying Party, to the extent such indemnification is unavailable, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such claims, losses, damages or liabilities in such proportion as is appropriate to reflect the relative benefit to or fault of the Indemnifying Party and Indemnified Parties in connection with the actions that resulted in such claims, losses, damages and liabilities. The relative benefit of such Indemnifying Party and Indemnified Parties shall be determined by reference to, among other things, the gross proceeds received by each such party from the sale of Registrable Securities in the manner contemplated hereby. The relative fault of such Indemnifying Party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the claims, losses, damages or liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in this paragraph. No party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the U.S. Securities Act) shall be entitled to contribution from any party. 7.5 Survival of Obligations. The obligations of SANMINA and Shareholder under this Section 7 shall survive the completion of any offering of stock in a registration statement under this Agreement. 8. Notices. All notices and other communications pursuant to this Agreement shall be in writing and shall be deemed given if delivered personally, telecopied, sent by overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses set forth below or to such other address as the party to whom notice is to be given may have furnished to the other party hereto in writing in accordance herewith. Any such notice or communication shall be deemed to have been received (A) in the case of personal delivery or notice by telecopier, on the date of such delivery or transmission, (B) in the case of overnight courier, on the next business day after the date when sent and (C) in the case of mailing, on the third business day following that on which the mail containing such communication is posted: -11- 12 To SANMINA: 2700 North First Street San Jose, CA 95134 Attention: Randy Furr, President and Chief Operating Officer Telephone No.: (408) 964-3500 Facsimile No.: (408) 964-3636 To Shareholder: ___________________________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ 9. Miscellaneous. 9.1 This Agreement shall be binding upon and shall inure to the benefit of SANMINA and Shareholder and their respective successors in interest. 9.2 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., regardless of the laws that might otherwise govern under applicable principles of conflict laws thereof. 9.3 This Agreement may be executed in counterparts, and all of such counterparts, taken together, shall constitute a single instrument. 9.4 This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject hereof. This Agreement or any term hereof may only be amended, waived or discharged by a written instrument signed by SANMINA and Shareholder. 9.5 By their execution of this Agreement, Shareholder hereby accepts and approves of the designation of the Shareholder Representative (as defined in the Share Acquisition Agreement) and to the provisions set forth in the Share Acquisition Agreement regarding indemnification and whereby the liability of the Shareholder Representative is limited for any act done or omitted hereunder as Shareholder Representative while acting in a manner he believes in good faith to be in the best interests of the Shareholders. -12- 13 IN WITNESS WHEREOF, SANMINA and Shareholder hereto have executed this Agreement as of the day and year first above written. SANMINA CORPORATION By:__________________________ Name: Title: SHAREHOLDER By:__________________________ Name [SIGNATURE PAGE TO SHAREHOLDER AGREEMENT] -13- EX-5.1 3 0003.txt EXHIBIT 5.1 1 EXHIBIT 5.1 OPINION OF COUNSEL June 14, 2000 Sanmina Corporation 2700 North First Street San Jose, California 95134 Re: Sanmina Corporation (the "Company") Registration Statement on Form S-3 Ladies and Gentlemen: We have examined the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 1,990,354 shares of the Company's Common Stock. As your counsel, we have examined the proceedings taken in connection with the sale and issuance of the above-referenced securities. It is our opinion that the above-referenced securities, when issued and sold in the manner referred to in the Registration Statement, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any amendment thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation EX-23.1 4 0004.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT AUDITORS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated October 22, 1999 included in Sanmina Corporation's Form 10-K for the year ended October 2, 1999 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP San Jose, California June 13, 2000 -----END PRIVACY-ENHANCED MESSAGE-----