As filed with the Securities and Exchange Commission on December 20, 2001
Registration No. __-___
================================================================================
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)
---------------------
1994 STOCK OPTION INCENTIVE PLAN
(Full title of the plan)
2000 STOCK INCENTIVE PLAN
(Full title of the plan)
SCI SYSTEMS, INC. BOARD OF DIRECTORS DEFERRED COMPENSATION 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
1994 STOCK OPTION INCENTIVE PLAN
Common Stock,
$0.10 par value, shares 7,143,361 shares $17.25 $123,222,977.20 $29,450.29
outstanding(1)
2000 STOCK INCENTIVE PLAN
Common Stock,
$0.10 par value, shares 5,381,287 shares $20.40 $109,778,254.80 $26,237.00
outstanding(2)
SCI SYSTEMS BOARD OF DIRECTORS
DEFERRED COMPENSATION PLAN
Common Stock,
shares outstanding(3) 25,334 shares $24.42 $ 618,656.28 $ 147.86
TOTAL 12,549,982 SHARES $55,835.15
================================================================================================
----------
(1) Calculated in accordance with Rule 457(h) under the Securities Act based on
the weighted average exercise price per share of $17.25 as to 7,143,361
outstanding but unexercised options to purchase Common Stock.
(2) Calculated in accordance with Rule 457(h) under the Securities Act based on
the weighted average exercise price per share of $20.40 as to 5,381,287
outstanding but unexercised options to purchase Common Stock.
(3) Calculated in accordance with Rule 457(h) under the Securities Act based on
the weighted average exercise price per share of $24.42 as to 25,334
outstanding but unexercised options to purchase Common Stock.
================================================================================
II-2
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").
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed by Sanmina-SCI
Corporation (the "Registrant") with the Securities and Exchange Commission (File
No. 0-21272):
(1) Annual Report on Form 10-K for the fiscal year ended September 30,
2000.
(2) Quarterly Reports on Form 10-Q for the quarters ended June 30, 2001;
March 31, 2001; and December 30, 2000.
(3) Current Reports on Form 8-K dated July 17, 2001; May 21, 2001; May 14,
2001; March 2, 2001; March 1, 2001; February 26, 2001; February 22, 2001;
February 15, 2001; January 31, 2001; and January 26, 2001.
(4) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, filed on February 19, 1993, including any
amendment or report filed for the purpose of updating such description.
(5) 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.
(6) 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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 VIII of the Registrant's Certificate of Incorporation provides for
the indemnification of directors to the fullest extent permissible under
Delaware law.
Article VI of the Registrant's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the corporation if
such person acted in good faith and in a manner reasonably believed to be in and
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, the indemnified party had no reason to believe
his conduct was unlawful.
The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Registrant's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.
The general effect of Section 145 of the Delaware General Corporation Law,
the Company's charter documents and the indemnification agreements is to provide
indemnification to officers and directors for liabilities that may arise by
reason of their status as officers or directors, other than liabilities arising
from willful or intentional misconduct, acts or omissions not in good faith,
unlawful distributions of corporate assets or transactions from which the
officer or director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 1994 Stock Option Incentive Plan
4.2 2000 Stock Incentive Plan
4.3 SCI Systems, Inc. Board of Directors Deferred Compensation 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)
ITEM 9. UNDERTAKINGS.
A. The 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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
II-2
(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 Section 15(d) of the
Securities 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 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Delaware General Corporate Law, the
Registrant's Restated Certificate of Incorporation, the Registrant's Bylaws or
the Registrant's indemnification agreements, 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 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
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 20th day of
December, 2001.
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 W. 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 December 20, 2001
---------------------------------------- Executive Officer and Director
Jure Sola (Principal Executive Officer)
/s/ A. EUGENE SAPP, JR. Co-Chairman of the Board and December 20, 2001
---------------------------------------- Director
A. Eugene Sapp, Jr.
/s/ RANDY FURR President, Chief Operating December 20, 2001
---------------------------------------- Officer and Director
Randy Furr
/s/ RICK R. ACKEL Executive Vice President and December 20, 2001
---------------------------------------- Chief Financial Officer
Rick R. Ackel (Principal Financial and
Accounting Officer)
/s/ NEIL BONKE Director December 20, 2001
----------------------------------------
Neil Bonke
/s/ JOHN BOLGER Director December 20, 2001
----------------------------------------
John Bolger
II-4
/s/ MARIO ROSATI Director December 20, 2001
----------------------------------------
Mario Rosati
/s/ JOSEPH SCHELL Director December 20, 2001
----------------------------------------
Joseph Schell
/s/ WAYNE SHORTRIDGE Director December 20, 2001
----------------------------------------
Wayne Shortridge
/s/ BERNARD VONDERSCHMITT Director December 20, 2001
----------------------------------------
Bernard Vonderschmitt
/s/ JACKIE M. WARD Director December 20, 2001
----------------------------------------
Jackie M. Ward
II-5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------------------------
EXHIBITS
-------------------------------------------------------------------------------
Registration Statement on Form S-8
SANMINA-SCI CORPORATION
December 20, 2001
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 1994 Stock Option Incentive Plan
4.2 2000 Stock Incentive Plan
4.3 SCI Systems, Inc. Board of Directors Deferred Compensation 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