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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q/A
(Amendment No. 1)
 
     
(Mark One)    
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended March 2, 2007
or
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from          to
 
Commission file number 1-11098
 
SOLECTRON CORPORATION
(Exact name of registrant as specified in its charter)
 
     
Delaware
  94-2447045
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification Number)
 
847 Gibraltar Drive
Milpitas, California 95035
(Address of principal executive offices including zip code)
 
(408) 957-8500
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ     Accelerated filer o     Non-accelerated filer o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
At March 26, 2007, 909,455,796 shares of Common Stock of the Registrant were outstanding (including approximately 17,480,465 million shares of Solectron Global Services Canada, Inc., which are exchangeable on a one-to-one basis for the Registrant’s common stock).
 


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Explanatory Note
 
This amendment on Form 10-Q/A is being filed to revise Part II — Other Information of the Quarterly Report on Form 10-Q for the quarter ended March 2, 2007 that was filed on April 11, 2007 (“the Report”) to correct (i) the inadvertent omission of Item 4 — Submission of Matters to a Vote of Security Holders and (ii) Exhibit 10.1 to the Report, which omits one of the members of the CEO Search Committee. This amendment to the Report does not alter any part of the content of the Report, except for the changes and additional information provided herein. This amendment continues to speak as of the date of the Report. We have not updated the disclosures contained in this amendment to reflect any events that occurred at a date subsequent to the filing of the Report. The filing of this amendment is not a representation that any statements contained in the Report or this amendment are true or complete as of any date subsequent to the date of the Report. This amendment does not affect the information originally set forth in the Report, the remaining portions of which have not been amended.


 

 
PART II. OTHER INFORMATION
 
             
  Submission of Matters to a Vote of Security Holders   1
  Exhibits   2
  3
 EXHIBIT 10.1
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32.1
 EXHIBIT 32.2


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PART II. OTHER INFORMATION
 
Item 4.   Submission of Matters to a Vote of Security Holders
 
Solectron’s Annual Meeting of Stockholders was held on January 10, 2007. The following proposals were adopted by the margins indicated:
 
1. To elect nine (9) directors to serve for the ensuing year and until their successors are duly elected and qualified.
 
                 
    Number of Shares  
    In Favor     Withheld  
 
William A. Hasler
    593,134,820       220,999,399  
Michael R. Cannon
    777,025,718       37,108,501  
Richard A. D’Amore
    599,870,374       214,263,845  
H. Paulett Eberhart
    789,996,857       24,137,362  
Heinz Fridrich
    781,114,060       33,020,159  
William R. Graber
    790,066,032       24,068,187  
Dr. Paul R. Low
    597,094,550       217,039,669  
C. Wesley M. Scott
    789,918,210       24,216,009  
Cyril Yansouni
    599,821,886       214,312,333  
 
2. To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for fiscal year 2007.
 
         
For   Against   Abstain
 
795,974,208
  12,444,605   5,708,941


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Item 6.   Exhibits
 
INDEX TO EXHIBITS
 
         
Exhibit
   
No
 
Exhibit Description
 
  10 .1   Remuneration for CEO Search Committee of Registrant’s Board of Directors
  31 .1   Certification of Chief Executive Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
  31 .2   Certification of Chief Financial Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
  32 .1   Certification of Chief Executive Officer Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32 .2   Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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SOLECTRON CORPORATION
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
SOLECTRON CORPORATION
(Registrant)
 
  By: 
/s/  PAUL J. TUFANO
Paul J. Tufano
Chief Financial Officer
(Principal Financial Officer)
 
  By: 
/s/  WARREN J. LIGAN
Warren J. Ligan
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
 
Date: April 20, 2007


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INDEX TO EXHIBITS
 
         
Exhibit
   
No
 
Exhibit Description
 
  10 .1   Remuneration for CEO Search Committee of Registrant’s Board of Directors
  31 .1   Certification of Chief Executive Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
  31 .2   Certification of Chief Financial Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
  32 .1   Certification of Chief Executive Officer Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32 .2   Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002