- Securities Registration: Employee Benefit Plan (S-8)
February 04 2009 - 4:58PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 4, 2009
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
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77-0228183
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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2700 North
First Street
San Jose,
California 95134
(Address
of principal executive offices)
2009 INCENTIVE PLAN
(Full
title of the plan)
Jure Sola
Chief
Executive Officer
SANMINA-SCI
CORPORATION
2700 North
First Street
San Jose,
California 95134
(408)
964-3500
(Name
, address, and telephone number, including are code, of agent for service)
Copy
to:
Jon Layman, Esq.
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
650
Page Mill Road
Palo
Alto, CA 94304-1050
(650)
493-9300
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer or a
smaller reporting company. See definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act:
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
Title of Each Class of Securities to
be Registered
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Amount to be
Registered (1)
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Proposed Maximum
Offering Price
Per Share (2)
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Proposed Maximum
Aggregate Offering
Price (2)
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Amount of
Registration Fee
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Common Stock, par value $0.01 per share
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45,000,000 shares
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$
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0.34
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$
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15,300,000
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$
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601.29
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(1) Shares of Common Stock of the Registrant reserved for issuance
under the Registrants 2009 Incentive Plan.
(2) Estimated in accordance with Rules 457(c) and 457(h) under
the Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices of the
Registrants Common Stock as reported on the NASDAQ National Market on February 2,
2009.
SANMINA-SCI CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE
PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified
in this Item 1 will be sent or given to employees, officers, directors or
others as specified by Rule 428(b)(1) under the Securities Act of
1933, as amended (the Securities Act). In accordance with the rules and
regulations of the Securities and Exchange Commission (the Commission) and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
Item 2. Registration Information and Employee
Plan Annual Information.
The documents containing the information specified
in this Item 2 will be sent or given to employees,
officers, directors or others as specified
by Rule 428(b)(1) under the Securities Act. In accordance with the rules and
regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 3. Incorporation
of Documents by Reference.
The following documents and information previously
filed with the Commission by Sanmina-SCI Corporation (the Registrant) are
hereby incorporated by reference in this Registration Statement:
(a) The Registrants Annual Report on Form 10-K for the fiscal
year ended September 27, 2008 filed with the Commission on November 24,
2008 pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act).
(b) The Registrants Quarterly Report on Form 10-Q for the fiscal
quarter ended December 27, 2008 filed with the Commission on February 2,
2009 pursuant to Section 13(a) or 15(d) of the Exchange Act.
(c) The Registrants Current Report on Form 8-K filed with the
Commission on October 1, 2008.
(d) The Registrants Current Report on Form 8-K filed with the
Commission on October 29, 2008.
(e) The Registrants Current Report on Form 8-K filed with the
Commission on November 4, 2008.
(f) The Registrants Current Report on Form 8-K filed with the
Commission on November 24, 2008.
(g) The Registrants Current Report on Form 8-K filed with the
Commission on December 5, 2008.
(h) The Registrants Current Report on Form 8-K filed with the
Commission on January 21, 2009.
II-2
(i) The Registrants Current Report on Form 8-K filed with the
Commission on January 30, 2009.
(j) The Registrants Current Report on Form 8-K filed with the
Commission on February 3, 2009.
(k) The description of the Registrants Common Stock contained in the
Registrants Registration Statement on Form 8-A filed with the Commission
on February 19, 1993 registering such shares pursuant to Section 12
of the Exchange Act, including any amendment or report updating such
descriptions.
(l) The description of the Registrants preferred stock purchase
rights
contained in
the Registrants Registration Statement on Form 8-A/A filed with the
Commission on May 25, 2001 registering such shares pursuant to Section 12
of the Exchange Act, including any amendment or report updating such
descriptions.
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing 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.
Mario M. Rosati, a member of the law firm Wilson
Sonsini Goodrich & Rosati, P.C. (WSGR) and a director of the
Registrant, beneficially owned as of December 31, 2008, an aggregate of
63,607 shares of the Registrants Common Stock. Mr. Rosati also holds
options to purchase and rights to acquire 150,833 shares of the Registrants
Common Stock. WSGR is giving an opinion upon the validity of the shares being
registered.
Item
6. Indemnification of Directors and
Officers.
Section 145 of the
Delaware General Corporation Law authorizes a court to award, or a corporations
board of directors to grant, indemnity to officers, directors and other
corporate agents in terms sufficiently broad to permit such indemnification
under certain circumstances and subject to certain limitations. As permitted by
Section 145 of the Delaware General Corporation Law, the Registrants
certificate of incorporation, as amended, provides that the personal liability
of directors for monetary damages arising from a breach of their fiduciary
duties in certain circumstances shall be eliminated to the fullest extent
permitted by Delaware law.
The Registrants bylaws also
require the Registrant to indemnify directors and officers to the fullest
extent permitted by Delaware law. The
Registrant has entered into indemnification agreements with some of its
officers and directors providing such indemnification. The indemnification
agreements may require the Registrant, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities for
which indemnification would be prohibited under Delaware law) and to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified. The Registrant has also obtained directors and
officers liability insurance that pays the legal expenses and judgments for
certain suits brought against directors and officers in their capacity as such.
II-3
These indemnification
provisions and the indemnification agreements entered into between the
Registrant and its officers and directors may be sufficiently broad to permit
indemnification of the Registrants officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities
Act.
Item 7. Exemption from
Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
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10.37(1)
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2009 Incentive Plan.
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23.1
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Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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23.2
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Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained
in Exhibit 5.1).
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24.1
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Power of Attorney (see page II-6).
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(1)
Incorporated by reference to
Exhibit 10.37 to the Registrants Current Report on Form 8-K filed
with the Commission on January 30, 2009.
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;
(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. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the Calculation of Registration Fee
table in the effective 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 Section 15(d) of
the Exchange Act that are incorporated by reference in this registration
statement.
II-4
(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.
(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.
(4) That, for the purpose of determining
liability of the Registrant under the Securities Act to any purchaser in the
initial distribution of the securities, the Registrant undertakes that in a
primary offering of securities of the Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser: (i) any preliminary prospectus or prospectus of the Registrant
relating to the offering required to be filed pursuant to Rule 424; (ii) any
free writing prospectus relating to the offering prepared by or on behalf of
the Registrant or used or referred to by the Registrant; (iii) the portion
of any other free writing prospectus relating to the offering containing
material information about the Registrant or its securities provided by or on
behalf of the Registrant; and (iv) any other communication that is an offer
in the offering made by the Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrants annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this 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
an 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 foregoing provisions, 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 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 and will be governed
by the final adjudication of such issue.
II-5
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 4th day of February, 2009.
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SANMINA-SCI CORPORATION
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By:
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/s/
Michael R. Tyler
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Michael R. Tyler
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Executive Vice President,
General Counsel and
Corporate Secretary
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POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints, jointly and severally,
Jure Sola and David L. White, and each one of them individually, as his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement on Form S-8
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorney-in-fact, or his 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 below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
Signature
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Title
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Date
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/s/ Jure Sola
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Chief Executive Officer and Director
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February 4, 2009
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Jure Sola
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(Principal Executive Officer)
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/s/ David L. White
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Chief Financial Officer (Principal Financial
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February 4, 2009
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David L. White
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Officer)
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/s/ Todd Schull
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Senior Vice-President and Corporate
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February 4, 2009
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Todd Schull
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Controller (Principal Accounting Officer)
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/s/ Neil R. Bonke
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Director
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February 4, 2009
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Neil R. Bonke
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/s/ Alain Couder
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Director
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February 4, 2009
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Alain Couder
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/s/ John P. Goldsberry
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Director
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February 4, 2009
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John P. Goldsberry
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II-6
Signature
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Title
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Date
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/s/ Joseph G. Licata, Jr.
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Director
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February 4, 2009
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Joseph G. Licata, Jr.
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/s/ Mario M. Rosati
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Director
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February 4, 2009
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Mario M. Rosati
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/s/ A. Eugene Sapp, Jr.
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Director
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February 4, 2009
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A. Eugene Sapp, Jr.
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/s/ Wayne Shortridge
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Director
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February 4, 2009
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Wayne Shortridge
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/s/ Jackie M. Ward
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Director
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February 4, 2009
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Jackie M. Ward
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II-7
INDEX TO
EXHIBITS
5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
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10.37(1)
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2009 Incentive Plan.
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23.1
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Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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23.2
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Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained
in Exhibit 5.1).
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24.1
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Power of Attorney (see page II-6).
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(1)
Incorporated by reference to
Exhibit 10.37 to the Registrants Current Report on Form 8-K filed
with the Commission on January 30, 2009.
II-8
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