-----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, MDLS/PQb6ivdBa/J+TIeU6oqVQYm9JPNUDAyBIlXLihwPOf2fluAtELuYo9kebZG 9NJnxoF3M+S2pL0nWRHI+g== 0000891618-02-002252.txt : 20020509 0000891618-02-002252.hdr.sgml : 20020509 ACCESSION NUMBER: 0000891618-02-002252 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020509 EFFECTIVENESS DATE: 20020509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANMINA-SCI CORP CENTRAL INDEX KEY: 0000897723 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 770228183 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-87946 FILM NUMBER: 02640277 BUSINESS ADDRESS: STREET 1: 2700 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089643500 MAIL ADDRESS: STREET 1: 2700 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: SANMINA HOLDINGS INC DATE OF NAME CHANGE: 19930223 FORMER COMPANY: FORMER CONFORMED NAME: SANMINA CORP/DE DATE OF NAME CHANGE: 19930729 S-8 1 f81380ors-8.txt FORM S-8 As filed with the Securities and Exchange Commission on May 9, 2002 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- SANMINA-SCI CORPORATION (Exact name of Registrant as specified in its charter) --------------- DELAWARE 77-0228183 (State of incorporation) (I.R.S. Employer Identification Number) 2700 NORTH FIRST STREET SAN JOSE, CALIFORNIA 95134 (408) 964-3500 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) --------------- NON-QUALIFIED STOCK OPTION PLAN (Full title of the plan) --------------- JURE SOLA CHAIRMAN AND CHIEF EXECUTIVE OFFICER SANMINA-SCI 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. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CA 94304-1050 (650) 493-9300
================================================================================================ CALCULATION OF REGISTRATION FEE PROPOSED MAXIMUM PROPOSED OFFERING MAXIMUM AMOUNT OF TITLE OF SECURITIES TO AMOUNT TO BE PRICE PER AGGREGATE REGISTRATION BE REGISTERED REGISTERED SHARE OFFERING PRICE FEE NON-QUALIFIED STOCK OPTION PLAN Common Stock, $0.10 par value, shares outstanding 420,184 shares $3.03(1) $1,273,127.52 $117.13 TOTAL 420,184 SHARES $117.13 ================================================================================================ (1) Calculated in accordance with Rule 457(h) under the Securities Act based on the weighted average exercise price per share of $3.03 as to 420,184 outstanding but unexercised options to purchase Common Stock. ================================================================================================
SANMINA-SCI CORPORATION REGISTRATION STATEMENT ON FORM S-8 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT THE DOCUMENT(s) CONTAINING INFORMATION SPECIFIED BY PART I OF THIS FORM S-8 REGISTRATION STATEMENT (THE "REGISTRATION STATEMENT") HAVE BEEN OR WILL BE SENT OR GIVEN TO PARTICIPANTS IN THE PLANS LISTED IN THE COVER OF THE REGISTRATION STATEMENT (THE "PLANS") AS SPECIFIED BY RULE 428(b)(1) PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). (1) Annual Report on Form 10-K and 10-K/A for the fiscal year ended September 29, 2001. (2) Quarterly Report on Form 10-Q for the quarter ended December 29, 2001. (3) Current Report on Form 8-K dated December 12, 2001. (4) Current Report on Form 8-K dated April 18, 2002. (5) The description of Common Stock contained in the Registrant's Registration Statement on Form 8-A, filed on April 19, 1993, including any amendment or report filed for the purpose of updating such description. (6) The description of Preferred Stock Purchase Rights contained in the Registrant's Registration Statement on Form 8-A/A, filed on May 25, 2001, including any amendment or report filed for the purpose of updating such description. (7) All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Inapplicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Mario M. Rosati, a member of Wilson Sonsini Goodrich & Rosati, Professional Corporation, is a member of the Board of Directors of the Registrant. Wilson Sonsini Goodrich & Rosati is corporate counsel to the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145(a) of the Delaware General Corporation Law (the "DGCL") provides in relevant part that "[a] corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or II-1 investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful." With respect to derivative actions, Section 145(b) of the DGCL provides in relevant part that "[a] corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor... [by reason of his service in one of the capacities specified in the preceding sentence] against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper." The Registrant's Amended and Restated Certificate of Incorporation provides that to the fullest extent permitted by the DGCL, no director of the Registrant shall be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. The Amended and Restated Certificate of Incorporation also provides that no amendment or repeal of such provision shall apply to or have any effect on the right to indemnification permitted thereunder with respect to claims arising from acts or omissions occurring in whole or in part before the effective date of such amendment or repeal whether asserted before or after such amendment or repeal. The Registrant's Bylaws provide that the Registrant shall indemnify to the fullest extent permitted by the DGCL each of its directors, officers, employees and other agents against expenses actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the Registrant. The Registrant has entered into indemnification agreements with its directors and executive officers and intends to enter into indemnification agreements with any new directors and executive officers in the future. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Inapplicable. II-2 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION - -------- --------------------------------------------------------------------- 4.1 Non-Qualified Stock Option Plan 5.1 Opinion of Counsel as to the legality of securities being registered 23.1 Consent of Counsel (contained in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP, Independent Public Accountants 24.1 Power of Attorney (see page II-5)
II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 8th day of May, 2002. SANMINA-SCI CORPORATION By: /s/ JURE SOLA ------------------------------------- Jure Sola Co-Chairman and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jure Sola and Randy Furr, jointly and severally, as his or her attorneys-in-fact, with full power of substitution in each, for him or her in any and all capacities to sign any amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ----------------------------------- ------------------------------- ----------- /s/ JURE SOLA Co-Chairman of the Board, Chief May 8, 2002 - ----------------------------------- Executive Officer and Director Jure Sola (Principal Executive Officer) /s/ A. EUGENE SAPP, JR. Co-Chairman of the Board and May 8, 2002 - ----------------------------------- Director A. Eugene Sapp, Jr. /s/ RANDY FURR President, Chief Operating May 8, 2002 - ----------------------------------- Officer and Director Randy Furr /s/ RICK R. ACKEL Executive Vice President and May 8, 2002 - ----------------------------------- Chief Financial Officer Rick R. Ackel (Principal Financial and Accounting Officer) /s/ NEIL BONKE Director May 8, 2002 - ----------------------------------- Neil Bonke /s/ JOHN BOLGER Director May 8, 2002 - ----------------------------------- John Bolger /s/ MARIO ROSATI Director May 8, 2002 - ----------------------------------- Mario Rosati /s/ JOSEPH SCHELL Director May 8, 2002 - ----------------------------------- Joseph Schell /s/ WAYNE SHORTRIDGE Director May 8, 2002 - ----------------------------------- Wayne Shortridge /s/ BERNARD VONDERSCHMITT Director May 8, 2002 - ----------------------------------- Bernard Vonderschmitt /s/ JACKIE M. WARD Director May 8, 2002 - ----------------------------------- Jackie M. Ward
II-4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - --------- -------------------------------------------------------------------- 4.1 Non-Qualified Stock Option Plan 5.1 Opinion of Counsel as to the legality of securities being registered 23.1 Consent of Counsel (contained in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
EX-4.1 3 f81380orex4-1.txt EXHIBIT 4.1 EXHIBIT 4.1 SCI SYSTEMS, INC. NON-QUALIFIED STOCK OPTION PLAN THIS INDENTURE made as of the 1st day of December, 1988, by SCI Systems (Alabama), Inc., a corporation organized and doing business under the laws of the State of Alabama; W I T N E S S E T H: WHEREAS, SCI Systems, Inc. (the "Company") heretofore established the SCI Systems, Inc. Non-Qualified Stock Option Plan (the "Plan") which Plan was amended and restated by indenture dated December 22, 1986 and amended by indenture dated January 19, 1987; and WHEREAS, in connection with the reorganization of the Company, effected January 1, 1988, the Company desires to transfer sponsorship of the Plan to its subsidiary, SCI Systems (Alabama), Inc., subject to the prior approval of a majority of the Company's shareholders; and WHEREAS, the approval of the Company's shareholders to the transfer of sponsorship of the Plan from the Company to SCI Systems (Alabama), Inc. was obtained by majority vote at the annual meeting of the shareholders on October 28, 1988; and WHEREAS, the Company now desires to evidence consummation of the transfer of sponsorship of the Plan to SCI Systems (Alabama), Inc. and has caused this Plan to be executed on its behalf solely to evidence that transfer; and WHEREAS, pursuant to the prior approval of a majority of the Company's shareholders, SCI Systems (Alabama), Inc. now desires to amend and restate the Plan in order to reflect its role as the sponsor of the Plan and to make certain other changes as hereinafter provided; NOW, THEREFORE, SCI Systems (Alabama), Inc. does hereby amend and restate the Plan, effective October 28, 1988, so that as amended and restated it shall read in its entirety as follows: 1. Purpose. This Plan is intended to serve as an incentive and to encourage stock ownership by selected officers of the Company and its subsidiaries so that they may acquire or increase their proprietary interest in the Company and share in the success of the Company, and to encourage them to remain in the employ of the Company or its subsidiaries. It is further intended that options issued pursuant to this Plan shall constitute non-qualified stock options. 2. Administration. The Plan shall be administered by a committee appointed by the Board of Directors of the Company or its subsidiaries (the "Committee"). The Committee shall consist of not less than three (3) members of the Board of Directors of the Company or its subsidiaries who are not at any time while a - 2 - member of the Committee and have not at any time within the preceding period of one year been eligible for selection to receive a grant of a stock option pursuant to this Plan or a grant of stock, stock options, or stock appreciation rights under any other plan of the Company or any of its affiliates. The Committee shall select one of its members as Chairman, and shall hold meetings at such times and places as it may determine. Acts approved by a majority of the Committee in a meeting at which a quorum is present, or acts approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. The interpretation by the Committee of any provisions of the Plan or of any option granted under it shall be final. No member of the Board of Directors of the Company or its subsidiaries or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it. 3. Eligibility. The persons who shall be eligible to receive options shall be the employees of the Company and its subsidiaries who are officers thereof, on the terms hereinafter set forth. Any optionee may hold more than one option, but only on the terms hereafter set forth. No person shall be eligible to - 3 - receive an option for a larger number of shares than is recommended for him by the Committee. 4. Stock. The stock subject to the options granted under the Plan shall be shares of the Company's authorized but unissued or reacquired $0.10 par value Common Stock ("Common Stock"). The aggregate number of shares of Common Stock which may be issued pursuant to options granted under the Plan shall not exceed 900,000 shares of Common Stock; provided, however, that such aggregate number of shares may be increased by up to an additional 750,000 shares, with any such increase to be effective only upon action of the Board of Directors of SCI Systems (Alabama), Inc. specifying the amount of the increase and directing a corresponding decrease in the aggregate number of shares of Common Stock which may be issued pursuant to options granted under the SCI Systems, Inc. Incentive Stock Option Plan. The foregoing shall be subject to adjustment pursuant to Article 12 hereof. The number of shares with respect to which option rights may be granted to any individual under all options which are issued to him shall be reasonable in relation to the purpose of the Plan and the needs of the Company or of the subsidiary of the Company by which he is employed. -4- In the event that any outstanding option under the Plan for any reason expires or is terminated, the shares of Common Stock allocable to the unexercised portion of the option may again be subjected to an option under the Plan. 5. Terms and Conditions of Options. Each stock option granted pursuant to the Plan shall be authorized by the Committee and shall be evidenced by a Non-Qualified Stock Option Agreement (the "Agreement"), in the form and containing the terms as the Committee from time to time may determine, provided that each Agreement shall: (a) state the number of shares of Common Stock to which it pertains; (b) state the option price of the shares of Common Stock of the Company on the date of the granting of the option; (c) provide that the option is not exercisable after the expiration of ten years and one day or less from the date the option is granted. (d) provide that the option is not transferable by the optionee other than by will or the laws of descent and distribution (and in such manner only to the extent specifically permitted under the terms of the Agreement), and is exercisable during the optionee's lifetime only by the optionee; - 5 - (e) provide that the option may be exercisable even while there is outstanding any incentive stock option (as defined in Section 422A of the Code), which was granted before the granting of the option to the optionee pursuant to the Plan to purchase stock in the Company or in a corporation which, at the time of the grant of the option, was a parent or subsidiary of the Company or a predecessor corporation of the Company or a predecessor of a parent or subsidiary of the Company; and (f) provide that if the optionee ceases to be an employee of the Company or of any parent or subsidiary of the Company for any reason other than death, that the option or portion thereof which is unexercised shall terminate no later than three months after the date the optionee ceases to be an employee of the Company or of the parent or subsidiary of the Company; provided, however, that a percentage of the Option shall terminate as of the date the optionee ceases to be an employee of the Company or a parent or subsidiary of the Company for any reason other than death, to the extent that the option or a portion thereof has not -6- been exercised prior thereto, according to the following schedule:
Years after Date Percentage of of Grant of Option Option Terminating ------------------ ------------------ Less Than One Year 80% One Year 60% Two Years 40% Three Years 20% Four Years or More 0%
6. Term of Plan. Options may be granted pursuant to the Plan from time to time within a period of ten years and one day from the date the Plan is adopted. 7. Payment of Exercise Price. The option price shall be paid by an optionee in cash upon exercise of the option. 8. Indemnification of Committee. In addition to other rights of indemnification that they may have as directors of the Company or of any of its subsidiaries or as members of the Committee, the members of the Committee shall be indemnified by SCI Systems (Alabama), Inc. against the reasonable expenses, including attorneys' fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act in connection with the Plan or any option granted thereunder, and against all amounts paid by them in settlement thereof - 7 - (provided the settlement is approved by independent legal counsel selected by SCI Systems (Alabama), Inc.) or paid by them in satisfaction of a judgment in any action, suit or proceeding, except in relation to matters as to which it shall be adjudged in the action, suit or proceeding that the Committee member is liable for negligence or misconduct in the performance of his or her duties; provided that within 60 days after institution of any action, suit or proceeding a Committee member shall in writing offer SCI Systems (Alabama), Inc. the opportunity, at its own expense, to handle and defend the same. 9. Amendment of the Plan. The Board of Directors of SCI Systems (Alabama), Inc. may, insofar as permitted by law, suspend or discontinue the Plan or amend it in any respect provided that, except for adjustments made pursuant to Article 12 hereof, no amendment, if effected without the approval of the Company's stockholders, shall (i) materially increase the benefits accruing under the Plan, (ii) materially increase the number of shares subject to the Plan, (iii) materially modify the requirements as to eligibility for participation in the Plan, or (iv) remove the administration of the Plan from the Committee. 10. Application of Funds. The proceeds received by the Company from the sale of Common Stock pursuant to options may be used for general purposes. -8- 11. No Obligation to Exercise Option. The granting of an option shall impose no obligation upon the optionee to exercise the option. 12. Change in Capitalization. In the event of reorganization, recapitalization, stock split, reverse stock split, stock dividend, combination of shares, merger, consolidation, acquisition of property or stock, or any change in the capital structure of the Company (other than the creation of or an increase in authorized securities of any class of the Company or the issuance of securities of any class of the Company or of convertible securities), the Committee, subject to the approval of the Board of Directors of SCI Systems (Alabama), Inc., shall make the adjustments as may be appropriate in the number and kind of shares available for the granting of options under the Plan and in the number and kind of shares as to which outstanding options, or the portions thereof then unexercised, shall be exercisable, to the end that, to the extent practicable, the optionee's proportionate interest shall be maintained as before the occurrence of the event. The adjustment in outstanding options shall be made without change in the total price applicable to the unexercised portion of the option and with a corresponding adjustment in the option price per share. No fractional shares shall be issued or optioned in making the -9- adjustments. Subject to review by the Board of Directors of SCI Systems (Alabama), Inc., all adjustments made by the Committee under this paragraph shall be conclusive. The creation or increase of authorized securities of any class of the Company or the issuance by the Company of securities of any class of the Company or convertible securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to any option except as specifically provided otherwise in this Article 12. The grant of any option pursuant to the Plan shall not affect the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate, sell, or transfer all or any part of its business or assets. A dissolution or liquidation of the Company shall cause all options granted under the Plan to terminate as to any portion thereof not exercised as of the effective date of the dissolution or liquidation. 13. Rights as a Stockholder. An optionee or a transferee of an option shall have no rights as a stockholder with respect to any shares covered by his option until the date of the issuance of a stock certificate or certificates to him for the - 10 - shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date the stock certificate or certificates are issued, except as otherwise provided in the Plan. IN WITNESS WHEREOF, SCI Systems (Alabama), Inc. and the Company have caused this Plan to be executed on the day and year first set forth above. SCI SYSTEMS (ALABAMA), INC. By: /s/ JAMES R. DANIEL ------------------------------------- JAMES R. DANIEL Title: Chief Financial Officer/Treasurer --------------------------------- Attest: /s/ D. Lynn Cox - --------------------------- Title: Secretary --------------------- (CORPORATE SEAL) SCI SYSTEMS, INC. By: /s/ JAMES R. DANIEL ------------------------------------- JAMES R. DANIEL Title: Chief Financial Officer/Treasurer --------------------------------- Attest: /s/ D. Lynn Cox - --------------------------- Title: Secretary -------------------- (CORPORATE SEAL) - 11 - NON-QUALIFIED STOCK OPTION AGREEMENT (TO BE USED FOR GRANTING OPTIONS ON OR AFTER OCTOBER 28, 1988) This Agreement, made as of the ____ day of ____________, 15__, by and among SCI SYSTEMS (ALABAMA), INC. a corporation organized and doing business under the laws of the State of Alabama (the "Company"), SCI SYSTEMS, INC., a corporation organized and doing business under the laws of the State of Delaware and ___________________ (the "Optionee"); W I T N E S S E T H: WHEREAS, the committee (the "Committee") authorized to administer the SCI Systems, Inc. Non-Qualified Stock Option Plan (the "Plan") has authorized the grant to Optionee of a non-qualified stock option authorizing Optionee to purchase the number of shares of $0.10 par value Common Stock ("Common Stock") of SCI Systems, Inc. (a Delaware corporation) allocated to him by the Committee; and WHEREAS, the Company and Optionee wish to confirm the terms and conditions of the option; NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is hereby agreed between the parties hereto as follows: 1. Grant of Option. Subject to the terms stated in the Plan and those stated herein, the Company hereby grants to the Optionee an option (the "Option") to purchase all or any part of ______ shares of SCI Systems, Inc. Common Stock (hereinafter the "Option Shares"). 2. Term and Exercise of Option. (a) Optionee shall have the right to exercise the Option as follows: (i) as to twenty percent (20%) of the Option Shares, from time to time during the period commencing on the date hereof and ending on the day ten (10) years from the date hereof, (ii) as to an additional twenty percent (20%) of the Option Shares, from time to time during the period commencing on the day one (1) year after the date hereof and ending on the day ten (10) years from the date hereof, (iii) as to an additional twenty percent (20%) of the Option Shares, from time to time during the period commencing on the day two (2) years after the date hereof and ending on the day ten (10) years from the date hereof, -2- (iv) as to an additional twenty percent (20%) of the Option Shares, from time to time during the period commencing on the day three (3) years after the date hereof and ending on the day ten (10) years from the date hereof, and (v) as to the remaining twenty percent (20%) of the Option Shares, from time to time during the period commencing on the day four (4) years after the date hereof and ending on the day ten (10) years from the date hereof. (b) This Option may be exercised with respect to all or any portion of the Option Shares from time to time during the term of this Option as set forth in Section 2(a) by the delivery to the Company, at its principal place of business in Huntsville, Alabama, of (i) written notice specifying the number of Option Shares with respect to which it is being exercised, which written notice shall be delivered to the Company no earlier than twenty-eight (28) days and no later than fourteen (14) days prior to the exercise of all or any portion of the Option, shall specify the date on which exercise shall take place, and shall be signed by the person who is to exercise the Option as provided herein and (ii) payment in cash of the purchase price. Upon receipt of -3- the notice and payment in full, the Company shall issue a certificate representing the Option Shares purchased. (c) The Optionee, or personal representative of the Optionee pursuant to Section 4(b) below, shall have no rights as a stockholder with respect to any Option Shares until the issuance of a stock certificate to him for the shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights on or with respect to Option Shares purchased pursuant to this Option for which the record date is prior to the date of exercise hereof, except as provided in Section 5 below. (d) The Company shall not be required to sell or issue any shares pursuant to this Option if their sale or issuance shall constitute a violation by the Optionee or the Company of any provisions of any law or regulation of any governmental authority. The Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option or any issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. 3. Exercise Price. The Optionee must pay to the Company $___________ per share (subject to adjustment pursuant to Section 5 of -4- this Agreement) for SCI Systems, Inc.'s Common Stock acquired pursuant to the exercise of this Option. 4. Termination of Option. (a) If the Optionee ceases to be an employee of the Company or of any parent or subsidiary of the Company for any reason other than death, the Option or portion thereof which is unexercised shall terminate on the earlier to occur of three months after the date the Optionee ceases to be an employee of the Company or of the parent or a subsidiary of the Company or the time originally fixed for the expiration of the Option; provided, however, that a percentage of the Option shall terminate as of the date the Optionee ceases to be an employee of the Company or of the parent or a subsidiary of the Company for any reason other than death, according to the following schedule: Years after Date Percentage of of this Agreement Option Terminating ----------------- ------------------ Less Than One Year 80% One Year 60% Two Years 40% Three Years 20% Four Years or More 0% The percentage of Option terminating shall be determined by reference to the entire Option which was granted rather than to a portion thereof that has not been exercised prior to termination of employment. -5- The Option evidenced hereby is non-transferable, except as provided in subsection (b) below with respect to the death of the Optionee, and shall be exercisable during the lifetime of the Optionee only by the Optionee. (b) Notwithstanding any other provisions hereof to the contrary, if the Optionee ceases to be an employee of the Company or any parent or subsidiary of the Company by reason of death, any unexpired portion of the Option then held by the Optionee may, to the extent not exercised, be exercised by the duly appointed and acting personal representative of the Optionee; provided, however, (i) exercise shall be made within the earlier to occur of three months after the date of death or the time originally fixed for the expiration of the Option, and (ii) the shares of Common Stock issued by SCI Systems, Inc. upon exercise shall be owned beneficially and of record only by the personal representative of the Optionee for the estate of the Optionee or the Optionee's spouse, children, grandchildren or a trust for the benefit of any one or more members of that class. 5. Change in Capitalization. In the event of reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, acquisition of property or stock, or any change in the capital structure of SCI Systems, Inc. (other than the creation of or an increase in -6- authorized securities of any class of SCI Systems, Inc. or the issuance of securities of any class of SCI Systems, Inc. or of convertible securities), the Committee, subject to the approval of the Board of Directors of the Company, shall make adjustments as may be appropriate in the number and kind of shares as to which this Option shall be exercisable, to the end that, to the extent practicable, the Optionee's proportionate interest shall be maintained as before the occurrence of the event. Adjustments shall be made without charge in the total price applicable to the Option and with a corresponding adjustment in the option price per share. No fractional shares shall be issued or optioned in making the foregoing adjustments. Subject to review by the Board of Directors of the Company, all adjustments made by the Committee under this paragraph shall be conclusive. The creation or increase of authorized securities of any class of SCI Systems, Inc., or the issuance by SCI Systems, Inc. of securities of any class of SCI Systems, Inc. or of convertible securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of SCI Systems, Inc. to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to -7- consolidate or to dissolve, liquidate or sell, or transfer all or part of its business or assets. A dissolution or liquidation of SCI Systems, Inc. shall cause this Option to terminate as to any portion thereof not exercised as of the effective date of the dissolution or liquidation. 6. Covenants and Representations of Option. Optionee represents, warrants, covenants and agrees with the Company as follows: (a) The Optionee is not acquiring the Option Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Option Shares but rather upon an independent examination and judgment as to the prospects of SCI Systems, Inc.; (b) The Optionee is able to bear the economic risks of the investment in the Option Shares, including the risk of a complete loss of his or her investment therein; (c) The Optionee understands and agrees that the Option Shares may be issued and sold to the Optionee without registration under any state law relating to the registration of securities for sale, and in that event will be issued and sold in reliance on exemptions from registration under appropriate state laws; -8- (d) The Option Shares cannot be offered for sale, sold or transferred by the Optionee other than pursuant to: (i) an effective registration under applicable state securities laws or in a transaction which is otherwise in compliance with those laws; (ii) an effective registration under the Securities Act of 1933, as amended (the "1933 Act"), or in a transaction otherwise in compliance with the 1933 Act; and (iii) evidence satisfactory to the Company of compliance with the securities laws of all applicable jurisdictions. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the foregoing laws; (e) SCI Systems, Inc. will be under no obligation to register the Option Shares or to comply with any exemption available for sale of the Option Shares without registration. SCI Systems, Inc. is under no obligation to act in any manner so as to make Rule 144 of the 1933 Act available with respect to sales of the Option Shares; (f) A legend indicating that the Option Shares have not been registered under the applicable state securities laws and referring to any applicable restrictions on transferability and sale of the Option Shares may be placed on the certificate or certificates delivered to the Optionee -9- and any transfer agent of SCI Systems, Inc. may be instructed to require compliance therewith; (g) The Optionee realizes that the purchase of the Option Shares is a speculative investment and that any possible profit therefrom is uncertain; and (h) The agreements, representations, warranties and covenants made by the Optionee herein apply to all of the Common Stock of SCI Systems, Inc. issued to Optionee from time to time pursuant to this Option. Acceptance by the Optionee of the certificate(s) representing Common Stock shall constitute a confirmation by the Optionee that all such agreements, representations, warranties and covenants made herein shall be true and correct at the time. 7. Governing Laws. This Agreement shall be construed, administered and enforced according to the laws of the State of Alabama. 8. Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and permitted assigns of the parties. 9. Notice. Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the -10- proposed recipient at the last known address of the recipient. Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein. 10. Severability. In the event that any of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement and this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been contained herein. 11. Entire Agreement. Subject to the terms of the Plan, which is incorporated herein by reference, this Agreement expresses the entire agreement of the parties hereto. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute the same instrument. 12. Violation. Any transfer, pledge, sale, assignment, or hypothecation of the Option or any of the Option Shares subject thereto which is in violation of the terms of this Agreement or of the Plan shall be void and without effect. 13. Headings. Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement. -11- 14. Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. IN WITNESS WHEREOF, the parties have executed and sealed this Agreement as of the day and year first set forth above. SCI SYSTEMS (ALABAMA), INC. By: ------------------------------- Title: President ------------------------ [CORPORATE SEAL] Attest: - ----------------------------------- Secretary SCI SYSTEMS, INC. By: ------------------------------- Title: President ------------------------ [CORPORATE SEAL] Attest: - ----------------------------------- Secretary {SEAL} -------------------------- OPTIONEE -12- EX-5.1 4 f81380orex5-1.txt EXHIBIT 5.1 EXHIBIT 5.1 May 8, 2002 Sanmina-SCI Corporation 2700 North First Street San Jose, CA 95134 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on May 9, 2002 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of shares to be issued under the Non-Qualified Stock Option Plan (the "Plan"). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of shares pursuant to the Plan. It is our opinion that, when issued and sold in the manner described in the Plans and pursuant to the agreements which accompany each grant under the Plans, the Shares will be legally and validly issued, fully-paid and non-assessable. 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 and any amendments thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation EX-23.2 5 f81380orex23-2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated October 22, 2001 (except with respect to the matters discussed in Note 14, as to which the date is December 6, 2001) included in Sanmina-SCI Corporation's Annual Report on Form 10-K for the year ended September 29, 2001, and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP San Jose, California May 7, 2002 -----END PRIVACY-ENHANCED MESSAGE-----