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As filed with the Securities and Exchange Commission on June 29, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SANMINA 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)
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1999 STOCK PLAN
1993 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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JURE SOLA
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SANMINA 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)
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Copies to:
CHRISTOPHER D. MITCHELL, ESQ.
MARK METCALF, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO TO BE PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, $0.01 par value , to be 8,644,578 shares (1) $ 21.32 (2) $ 184,302,408.72 $ 46,075.60
issued under the 1999 Stock Plan
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Common Stock, $0.01 par value, to be 1,000,000 shares (3) $ 18.122 (4) $ 18,122,000.00 $ 4,530.50
issued under the 1993 Employee Stock
Purchase Plan
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TOTAL REGISTRATION FEES: $ 50,606.10
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(1) Represents shares of Common Stock which have become available for
issuance under the Registrant's 1999 Stock Plan as a result of a
provision under Section 3 of the plan increasing the number of shares
authorized for issuance thereunder on October 3, 1999 and October 1,
2000 by 8,644,578 shares.
(2) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 as to the
shares of Common Stock authorized for issuance pursuant to the 1999
Stock Plan, solely for the purpose of calculating the registration
fee. No options have been granted with respect to such shares. The
computation is based upon the average of the high and low price of the
Common Stock as reported on the Nasdaq National Market on June 22,
2001 because the price at which the options to be granted in the
future may be exercised is not currently determinable.
(3) Represents shares of Common Stock which have become available for
issuance under the Registrant's 1993 Employee Stock Purchase Plan as a
result of an amendment approved by the stockholders at the
Registrant's Annual Meeting held on January 29, 2001 increasing the
number of shares authorized for issuance thereunder by 1,000,000
shares.
(4) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee. The computation
is based upon 85% (see explanation in following sentence) of the
average of the high and low price of the Common Stock as reported on
the Nasdaq National Market on June 22, 2001 because the price at which
the options to be granted in the future may be exercised is not
currently determinable. Pursuant to the Employee Stock Purchase Plan,
which plan is incorporated by reference herein, the Purchase Price of
a share of Common Stock shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or the
Exercise Date, whichever is lower.
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STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF
ADDITIONAL SECURITIES
This Registration Statement registers additional shares of the
Registrant's Common Stock to be issued pursuant to the 1999 Stock Plan and the
1993 Employee Stock Purchase Plan. Accordingly, the contents of the previous
Registration Statement on Form S-8 (File No. 333-79259) (the "Previous Form
S-8") filed by the Registrant with the Securities and Exchange Commission
("SEC"), including periodic reports that the Registrant filed after the Previous
Form S-8 to maintain current information about the Registrant, are incorporated
by reference into this Registration Statement pursuant to General Instruction E
of Form S-8. The reports the Registrant has most recently filed with the SEC are
listed below:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 2000, as filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on
December 18, 2000.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended December 30, 2000, as filed pursuant to Section 13 (a) of
the Exchange Act on February 13, 2001.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2001, as filed pursuant to Section 13 (a) of
the Exchange Act on May 11, 2001.
(d) The Registrant's Current Report on Form 8-K as filed on May 14, 2001
in order to restate historical financial information in connection
with the acquisition of AB Segerstrom & Svensson which was accounted
for as a pooling of interests.
(e) Proxy Statement filed as of December 27, 2000 in connection with the
Annual Meeting of Shareholders held on January 29, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement. (See
Exhibit Index below).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 29th day
of June, 2001.
SANMINA CORPORATION
By: /s/ JURE SOLA
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Jure Sola
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 Rick R. Ackel, 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, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ JURE SOLA Chairman, Chief Executive Officer and June 29, 2001
-------------------------------------- Director (Principal Executive Officer)
Jure Sola
/s/ RICK R. ACKEL EVP of Finance and Chief Financial Officer June 29, 2001
-------------------------------------- (Principal Financial and Accounting Officer)
Rick R. Ackel
/s/ NEIL BONKE Director June 29, 2001
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Neil Bonke
/s/ JOHN BOLGER Director June 29, 2001
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John Bolger
/s/ MARIO M. ROSATI Director June 29, 2001
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Mario M. Rosati
/s/ JOSEPH SCHELL Director June 29, 2001
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Joseph Schell
/s/ BERNARD VONDERSCHMITT Director June 29, 2001
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Bernard Vonderschmitt
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).