As filed with the Securities and Exchange Commission on December 12, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SOLECTRON CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 94-2447045
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(State of incorporation) (I.R.S. Employer Identification Number)
777 Gibraltar Drive
Milpitas, California 95035
(Address, including zip code, of Registrant's principal executive offices)
C-MAC Industries Inc. Stock Option Plan
KIRAN PATEL
Executive Vice President and Chief Financial Officer
SOLECTRON CORPORATION
777 Gibraltar Drive
Milpitas, California 95035
(408) 957-8500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
STEVEN E. BOCHNER, ESQ.
STEVE L. CAMAHORT, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Title of Maximum Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered(1) Offering Aggregate Fee
Registered Price Per Offering
Share(2) Price(2)
Common Stock,
$0.001 par value
Subject to outstanding
options under the C-MAC
Industries Inc. Stock
Option Plan...............5,164,184 shares $10.66 $55,050,201 $13,157
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(1) Pursuant to the Combination Agreement by and among Solectron
Corporation, 3924548 Canada Inc., Solectron Global Services Canada Inc.,
and C-MAC Industries Inc. dated as of August 8, 2001, as amended
September 7, 2001, Solectron Corporation assumed all of the outstanding
options to purchase Common Stock of C-MAC under the Plan referred to
above, and such options become exercisable to purchase shares of
Solectron Corporation Common Stock, with appropriate adjustments to the
number of shares and exercise price of each assumed option.
(2) Estimated in accordance with Rule 457(h) solely for purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $10.66 per share for outstanding options to purchase a
total of 5,164,184 shares of Common Stock under the Stock Option Plan.
SOLECTRON CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference in this Registration
Statement the contents of the Company's audited financial statements for the
Registrant's fiscal year ended August 31, 2001 contained in the Registrant's
Annual Report on Form 10-K for the fiscal year ended August 31, 2001 filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") on November 15, 2001, and the Registrant's Current Reports on Form 8-K
filed pursuant to Section 13(a) of the Exchange Act on August 31, 2001 and
September 18, 2001 pursuant to Section 13(a) of the Exchange Act.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Section 145 of the
Delaware General Corporation law authorizes a court to award, or a corporation's
Board of Directors to grant, indemnification to directors and officers in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933. The Company's Bylaws provide for the mandatory
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by Delaware General Corporation Law, and the Company
has entered into agreements with its officers, directors and certain key
employees implementing such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
Exhibit
Number Document
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4.1 C-MAC Industries Inc. Stock Option Plan.*
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
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* Solectron has received representations from C-MAC that the stock option
plan filed herewith as Exhibit 4.1 is restated from the initial C-MAC stock
option plan adopted in 1992, and contains all terms and conditions of all
outstanding options under the C-MAC stock option plan.
II-1
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 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 of 1933, 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.
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 of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the Delaware General Corporation Law, the
Certificate of Incorporation of the Company, the Bylaws of the Company,
indemnification agreements entered into between the Company and its officers and
directors or otherwise, the Company 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 Company in 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 Company 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 of 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.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Solectron Corporation, 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 Milpitas, State of California, on this twelfth
day of December, 2001.
SOLECTRON CORPORATION
By: /s/ KIRAN PATEL
--------------------------------
Kiran Patel, Executive Vice President
and Chief Financial Officer
II-3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Koichi Nishimura
and Kiran Patel, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8(including post-effective amendments),
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
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
/s/ KOICHI NISHIMURA President, Chief December 12, 2001
----------------------------------- Executive Officer and
Koichi Nishimura, Ph.D. Chairman of the Board
/s/ KIRAN PATEL Executive Vice President December 12, 2001
----------------------------------- and Chief Financial Officer
Kiran Patel (Principal Financial and
Accounting Officer)
/s/ WINSTON H. CHEN Director December 12, 2001
-----------------------------------
Winston H. Chen, Ph.D.
/s/ RICHARD A. D'AMORE Director December 12, 2001
-----------------------------------
Richard A. D'Amore
/s/ CHARLES A. DICKINSON Director December 12, 2001
-----------------------------------
Charles A. Dickinson
/s/ HEINZ FRIDRICH Director December 12, 2001
-----------------------------------
Heinz Fridrich
/s/ WILLIAM HASLER Director December 12, 2001
-----------------------------------
William Hasler
/s/ KENNETH E. HAUGHTON Director December 12, 2001
-----------------------------------
Kenneth E. Haughton, Ph.D.
/s/ PAUL R. LOW Director December 12, 2001
-----------------------------------
Paul R. Low, Ph.D.
/s/ C. WESLEY M. SCOTT Director December 12, 2001
-----------------------------------
C. Wesley M. Scott
/s/ OSAMU YAMADA Director December 12, 2001
-----------------------------------
Osamu Yamada
II-4
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 C-MAC Industries Inc. Stock Option Plan*
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
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* Solectron has received representations from C-MAC that the stock option
plan filed herewith as Exhibit 4.1 is restated from the initial C-MAC stock
option plan adopted in 1992, and contains all terms and conditions of all
outstanding options under the C-MAC stock option plan.