-----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, SHMRj6C0FPsL5S87Dzs5pefbyco5ybe3j31hzcH7Mt4lq5GfgHDfx5zpDwXjso6K Bko/0JhpxuxPxpg+mILjjA== 0000950144-01-001835.txt : 20010206 0000950144-01-001835.hdr.sgml : 20010206 ACCESSION NUMBER: 0000950144-01-001835 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010205 EFFECTIVENESS DATE: 20010205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JABIL CIRCUIT INC CENTRAL INDEX KEY: 0000898293 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 381886260 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-54946 FILM NUMBER: 1524582 BUSINESS ADDRESS: STREET 1: 10560 NINTH ST NORTH CITY: ST PETERSBURG STATE: FL ZIP: 33716 BUSINESS PHONE: 7275779749 MAIL ADDRESS: STREET 1: 10560 NINTH STREET NORTH CITY: ST PETERSBURG STATE: FL ZIP: 33716 S-8 1 g66792s-8.txt JABIL CIRCUIT, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 2001 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- JABIL CIRCUIT, INC. (Exact name of registrant as specified in its charter) DELAWARE 38-1886260 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 10560 NINTH STREET NORTH, ST. PETERSBURG, FLORIDA 33716 (Address of Principal Executive Office) (Zip Code) JABIL CIRCUIT, INC. STOCK AWARD PLAN (Full title of the plan) ------------------- ROBERT L. PAVER, ESQ. SECRETARY AND GENERAL COUNSEL JABIL CIRCUIT, INC. 10560 NINTH STREET NORTH ST. PETERSBURG, FLORIDA 33716 (Name and address of agent for service) (727) 577-9749 (Telephone number, including area code, of agent for service) Copies of all communications to: CHESTER E. BACHELLER, ESQ. HOLLAND & KNIGHT LLP 400 NORTH ASHLEY DRIVE SUITE 2300 TAMPA, FLORIDA 33602 PHONE: (813) 227-6431 FAX: (813) 229-0134 If any of the securities being registered on this Form are to be offered on delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------ PROPOSED PROPOSED TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE - ------------------------------------------------------------------------------------------------------------------ Common Stock, par value $0.001 100,000 $36.25 $3,625,000.00 $906.25 per share reserved under Jabil Circuit, Inc. Stock Award Plan - ------------------------------------------------------------------------------------------------------------------
(1) The provisions of Rule 416 under the Securities Act of 1933 shall apply to this Registration Statement and the number of shares registered on this Registration Statement shall increase or decrease as a result of stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the registration fee. The fee is calculated upon the basis of the average between the high and low sales prices for shares of common stock of the registrant as reported on the New York Stock Exchange on January 30, 2001. ================================================================================ 2 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed with the Commission by the Registrant, Jabil Circuit, Inc., a Delaware corporation, are incorporated by reference in this Registration Statement. (a) The Registrant's Annual Report on Form 10-K for the year ended August 31, 2000 (including information specifically incorporated by reference into the Registrant's Form 10-K from the Registrant's definitive Proxy Statement). (b) The Registrant's Current Report on Form 8-K filed on December 20, 2000. (c) The description of the Common Stock contained in the Registrant's Registration Statement on Form 8-A, dated April 28, 1998, filed pursuant to Section 12(g) of the Securities and Exchange Act of 1934. (d) All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant is a Delaware corporation. The Registrant's Amended and Restated Certificate of Incorporation provides that, to the fullest extent permitted by Delaware law, its directors shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. This provision in the Amended and Restated Certificate of Incorporation does not eliminate the directors' fiduciary duty, and in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to the Registrant for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws. In addition, the Registrant's Bylaws provide that the Registrant will indemnify its directors and officers and may indemnify its employees and other agents to the fullest extent permitted by Delaware law. The Registrant believes that indemnification under its Bylaws covers at least negligence and gross negligence by indemnified parties, and permits the Registrant to advance litigation expenses in the case of stockholder derivative actions or other actions, against an undertaking by the indemnified party to repay such advances if it is ultimately determined that the indemnified party is not entitled to indemnification. The Registrant's Bylaws permit, and its Board of Directors has authorized, the purchase of liability insurance for the Registrant's officers and directors. The Registrant has entered into separate indemnification agreements with its directors and officers. These agreements require the Registrant, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from actions not taken in good faith or in a manner the director or officer believed to be opposed to the best interests of the Registrant), to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified (subject to certain 2 3 conditions), and to obtain liability insurance for any director with terms of insurance no less favorable than those provided to any other director of the Registrant, and for any officer with terms of insurance no less favorable than those provided to any other officer of the Registrant. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. The Registrant believes that its Amended and Restated Certificate of Incorporation, Bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Jabil Circuit, Inc. Stock Award Plan. 5.1 Opinion of Holland & Knight LLP re legality of the Common Stock. 23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1). 23.2 Independent Auditors' Consent of KPMG LLP. 23.3 Independent Auditors' Consent of E&Y LLP. 24.1 Powers of Attorney (included on signature page). ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3 4 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions (see Item 6) or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant 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 of 1933 and will be governed by the final adjudication of such issue. 4 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Jabil Circuit, Inc., a corporation organized and existing under the laws of the State of Delaware, 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 St. Petersburg, State of Florida, on January 31, 2001. JABIL CIRCUIT, INC. By: /s/ Timothy L. Main ---------------------------------------- Timothy L. Main, Chief Executive Officer POWER OF ATTORNEY KNOWN TO ALL PERSONS BY THESE PRESENTS, we, the undersigned officers and directors of Jabil Circuit, Inc., hereby severally constitute and appoint Chris A. Lewis and Robert L. Paver, each acting alone as an attorney-in-fact with the full power of substitution, for him and in his name, place and stead in any and all capacities, to sign any and all amendments to this Registration Statement, 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 said attorneys-in-fact, or either of their substitute or 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.
Signatures Title Date ---------- ----- ---- By: /s/ William D. Morean Chairman of the Board of Directors January 31, 2001 ------------------------------- William D. Morean By: /s/ Thomas A. Sansone Vice Chairman of the Board of Directors January 31, 2001 ------------------------------- Thomas A. Sansone By: /s/ Timothy L. Main Chief Executive Officer (Principal Executive January 31, 2001 ------------------------------- Officer) Timothy L. Main By: /s/ Chris A. Lewis Chief Financial Officer (Principal Financial January 31, 2001 ------------------------------- and Accounting Officer) Chris A. Lewis By: /s/ Lawrence J. Murphy Director January 31, 2001 ------------------------------- Lawrence J. Murphy By: /s/ Mel S. Lavitt Director January 31, 2001 ------------------------------- Mel S. Lavitt By: /s/ Steven A. Raymund Director January 31, 2001 ------------------------------- Steven A. Raymund By: /s/ Frank Newman Director January 31, 2001 ------------------------------- Frank Newman
5 6 INDEX OF EXHIBITS 4.1 Jabil Circuit, Inc. Stock Award Plan. 5.1 Opinion of Holland & Knight LLP re legality of the Common Stock. 23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1). 23.2 Independent Auditors' Consent of KPMG LLP. 23.3 Independent Auditors' Consent of E&Y LLP. 24.1 Powers of Attorney (included on signature page).
6 EX-4.1 2 g66792ex4-1.txt STOCK AWARD PLAN 1 EXHIBIT 4.1 JABIL CIRCUIT, INC. STOCK AWARD PLAN - ------------------------------------------------------------------------------- 1. PURPOSE. The purpose of this Jabil Circuit, Inc. Stock Award Plan (the "Plan") is to further the interests of Jabil Circuit, Inc. (the "Company"), its affiliates, and its shareholders by providing an incentive to attract and retain key Employees to the Company and motivating such persons to stay with the Company and to increase their efforts to make the business of the Company more successful, by providing incentives in the form of awards of stock to such key Employees. 2. DEFINITIONS. The following definitions shall apply to the Plan: a. "AWARD" means the granting of Common Stock to a Recipient pursuant to the terms of the Plan. b. "BOARD" means the board of directors of the Company. c. "CEO" means the Chief Executive Officer of the Company. d. "CODE" means the Internal Revenue Code of 1986, as amended. e. "COMMON STOCK" means the Common Stock, par value $.001 per share of the Company, or such other class of shares or securities to which the Plan may apply pursuant to Section 8 of the Plan. f. "COMPANY" means Jabil Circuit, Inc., a Delaware corporation. g. "EFFECTIVE DATE" means the date on which the Board adopts the Plan. h. "ELIGIBLE PERSON" means any person who performs services for the Company or an affiliate thereof as an Employee. i. "EMPLOYEE" means any person employed on an hourly or salaried basis by the Company or any parent or an affiliate thereof that now exists or hereafter is organized or acquired by or acquires the Company. j. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. k. "PLAN" means this Jabil Circuit, Inc. Stock Award Plan, as amended from time to time. l. "RECIPIENT" means an Eligible Person who receives an Award. m. "SHARE" means a share of the Common Stock, as adjusted in accordance with Section 8 of the Plan. 3. ADMINISTRATION. The CEO shall administer the Plan. The CEO has the exclusive power to determine whether any person is an Eligible Person, to select the Recipients of Awards pursuant to the Plan, to establish the number of Awards granted to each Recipient, and to make all other determinations necessary or advisable for the Plan. The CEO has the sole discretion to determine whether the performance of an Eligible Person warrants an Award, to determine the size and type of the Award, and to determine or impose other conditions to the Award under the Plan as the CEO may deem appropriate including, without limitation, vesting, performance, employment, non-compete, confidentiality and non-interference conditions on a Recipient. The CEO has full and 2 exclusive power to construe and interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, and to take all actions necessary or advisable for the Plan's administration. The CEO, in the exercise of the CEO's powers, may correct any defect or supply any omission, or reconcile any inconsistency in the Plan, or in any Agreement, in the manner and to the extent he deems necessary or expedient to make the Plan fully effective. In exercising this power, the CEO may retain counsel and accountants at the expense of the Company. The CEO also has the power to determine the duration and purposes of leaves of absence which may be granted to a Recipient without constituting a termination of the Recipient's employment for purposes of the Plan and may determine (A) the conditions under which a Recipient will be considered to have retired or become disabled and (B) whether any Recipient has done so. Any of the CEO's determinations shall be final and binding on all persons. The CEO shall not be liable for performing any act or making any determination in good faith. 4. SHARES SUBJECT TO PLAN. Subject to the provisions of Section 8 of the Plan, the maximum aggregate number of Shares that may be subject to Awards is 100,000 Shares. Shares of Common Stock issued hereunder shall be legended as appropriate. 5. ELIGIBILITY. Any Eligible Person that the CEO, in the CEO's sole discretion, designates is eligible to receive an Award. The CEO's granting of an Award to a Recipient in any year does not entitle the Recipient to an Award in any other year. Furthermore, the CEO may provide different Awards to different Recipients. Recipients may include persons who previously received stock, stock options, stock appreciation rights, or other benefits under the Plan or another plan of the Company, whether or not the previously granted benefits have been fully exercised or vested. In determining the eligibility of an Employee to receive an Award, the CEO may consider the position and responsibilities of the Employee, the nature and value to the Company of the Employee's past and potential services and accomplishments (whether directly or through the Company's affiliates), the Employee's present and potential contribution to the success of the Company (whether directly or through its affiliates), the current stock options outstanding of the Employee and ant other factor that the CEO in the CEO's sole discretion deems appropriate. An Award shall not enlarge or otherwise affect a Recipient's right, if any, to continue to serve the Company or an affiliate in any capacity, and shall not restrict the right of the Company or an affiliate to terminate at any time the Recipient's employment. 6. AWARDS. The CEO may grant Awards of Common Stock to Recipients in such amounts as the CEO determines in its sole discretion. The CEO may grant an Award alone or in addition to another stock option. 7. TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES; LEGENDS. The Company shall have the right to withhold from payments otherwise due and owing to the Recipient or to require the Recipient to remit to the Company in cash upon demand an amount sufficient to satisfy any federal (including FICA and FUTA amounts), state, and/or local withholding tax requirements at the time the Recipient recognizes income for federal, state, and/or local tax purposes with respect to any Award. The CEO may grant Awards under the Plan only in compliance with all applicable federal and state laws and regulations and the rules of all stock exchanges on which the Common Stock is listed at any time. An Award will be granted only if either (i) a registration statement pertaining to the Shares subject to the Award has been filed with and declared effective by the Securities and Exchange Commission and remains effective on the date of exercise, or (ii) an exemption from the registration requirements of applicable securities laws is available. The Plan does not require the Company, however, to file such a registration statement or to assure the availability of such exemptions. Any certificate issued to evidence Shares issued under the Plan may bear such legends and statements, and shall be subject to such transfer restrictions, as the CEO deems advisable to assure compliance with federal and state laws and regulations and with the requirements of this Section 7. No Shares will be issued under the Plan unless the Company has obtained the consent or approval of every regulatory body, federal or state, having jurisdiction over such matters that the CEO deems advisable. With respect to persons subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time, or its successor under the Exchange Act. To the extent any provision of the Plan or action by the CEO or the Company fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the CEO. 2 3 8. ADJUSTMENTS. If a stock dividend, stock split, share combination, exchange of shares, recapitalization, consolidation, spin-off, reorganization, or liquidation of or by the Company shall occur, the CEO may adjust the number and class of Shares for which Awards are authorized to be granted to the extent the CEO deems appropriate to reflect the applicable transaction. 9. LIABILITY OF THE COMPANY OR AFFILIATE. Neither the Company nor an affiliate shall be liable to any person for any tax consequences incurred by a Recipient or other person with respect to an Award. 10. AMENDMENT AND TERMINATION OF PLAN. The Board may alter, amend, or terminate the Plan from time to time without approval of the shareholders of the Company. The Board may, however, condition any amendment on the approval of the shareholders of the Company if such approval is necessary or advisable with respect to tax, securities or other laws applicable to the Company, the Plan, Recipients or Eligible Persons. Any amendment, whether with or without the approval of shareholders of the Company, that alters the terms or provisions of an Award granted before the amendment (unless the alteration is expressly permitted under the Plan) shall be effective only with the consent of the Recipient of the Award or the holder currently of the Award. 11. EXPENSES OF PLAN. The Company shall bear the expenses of administering the Plan. 12. DURATION OF PLAN. Awards may be granted only during the 10 years immediately following the original effective date of the Plan. 13. NOTICES. All notices to the Company shall be in writing and shall be delivered to the Secretary of the Company. All notices to a Recipient shall be delivered personally or mailed to the Recipient at his or her address appearing in the Company's personnel records. The address of any person may be changed at any time by written notice given in accordance with this Section 13. 14. EXCULPATION AND INDEMNIFICATION. To the maximum extent permitted by law, the Company shall indemnify and hold harmless the members of the Board and the CEO from and against all liabilities, costs and expenses incurred by such persons as a result of any act or omission to act in connection with the performance of such person's duties, responsibilities and obligations under the Plan. 15. APPLICABLE LAW. The validity, interpretation, and enforcement of the Plan are governed in all respects by the laws of Delaware and the United States of America. Jabil Circuit, Inc. By: --------------------------------- Its: --------------------------------- 3 EX-5.1 3 g66792ex5-1.txt OPINION OF HOLLAND & KNIGHT LLP 1 EXHIBIT 5.1 February 2, 2001 Jabil Circuit, Inc. 10560 Ninth Street North St. Petersburg, Florida 33716 Re: Registration Statement on Form S-8 Gentlemen: We refer to the Registration Statement (the "Registration Statement") on Form S-8 filed today by Jabil Circuit, Inc. (the "Company") with the Securities and Exchange Commission, for the purpose of registering under the Securities Act of 1933 an aggregate of 100,000 shares (the "Shares") of the authorized common stock, par value $.001 per share, of the Company being offered to certain employees of the Company pursuant to the Jabil Circuit, Inc. Stock Award Plan (the "Plan"). In connection with the foregoing registration, we have acted as counsel for the Company and have examined originals, or copies certified to our satisfaction, of such corporate records of the Company, certificates of public officials, and representatives of the Company, and other documents as we deemed necessary to deliver the opinion expressed below. Based upon the foregoing, and having regard for legal considerations that we deem relevant, it is our opinion that the Shares will be, when and if issued in accordance with the exercise of options granted under the Plan, duly authorized, validly issued, and fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Holland & Knight LLP HOLLAND & KNIGHT LLP EX-23.2 4 g66792ex23-2.txt CONSENT OF KPMG LLP 1 EXHIBIT 23.2 Independent Auditors' Consent The Board of Directors Jabil Circuit, Inc. We consent to incorporation by reference of our report dated September 19, 2000, relating to the consolidated balance sheets of Jabil Circuit, Inc. and subsidiaries as of August 31, 2000 and 1999, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the years in the three-year period ended August 31, 2000 and schedule, which report appears in the August 31, 2000 annual report on Form 10-K of Jabil Circuit, Inc. /s/ KPMG LLP February 2, 2001 St. Petersburg, Florida EX-23.3 5 g66792ex23-3.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.3 Independent Auditors' Consent The Shareholders and Board of Directors GET Manufacturing, Inc: We consent to the incorporation by reference therein of our report dated August 6, 1999, with respect to the consolidated financial statements of GET Manufacturing, Inc. for the years ended March 31, 1998 and 1999 and our report dated November 3, 1999 with respect to the consolidated financial statements of GET Manufacturing, Inc. for the twelve months ended August 31, 1999. /s/ Ernst & Young Hong Kong February 2, 2001 -----END PRIVACY-ENHANCED MESSAGE-----