As filed with the Securities and Exchange Commission on November ___, 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
------------ --------------
(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)
iPHOTONICS, Inc. 2000 Stock Incentive Plan
iPHOTONICS, Inc. 2000 Non-Employee Director Stock Incentive 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.
ROBERT T. ISHII, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Maximum Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered(1) Registered(1) Share Price Fee
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Common Stock
Subject to outstanding
options under the 2000
Equity Incentive Plan...... 423,154 shares $6.78(2) $2,868,984.12 $717.25
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Subject to outstanding
options under the 2000
Non-Employee Directors
Equity Incentive Plan...... 4,992 shares $7.02(3) $ 35,043.84 $ 8.77
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Total.................. 428,146 $2,904,027.96 $726.02
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan(s) described
herein.
(2) Estimated in accordance with Rule 457 (h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $6.78 per share for outstanding option to purchase a
total of 423,154 shares of Common Stock under the 2000 Equity Incentive
Plan.
(3) Estimated in accordance with Rule 457 (h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $7.02 per share for outstanding options to purchase a
total of 4,992 shares of Common Stock under the 2000 Non-Employee Directors
Equity Incentive 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 earlier Registration Statement on Form
S-8 (File # 333-75813) audited financial statements for the Registrant's fiscal
year ended August 31, 2000 contained in the Registrant's Annual Report on Form
10-K for the fiscal year ended August 31, 2000 filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934 (the "Exchange Act") on November 13,
2000, and the Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 1, 2000, March 2, 2001, and June 1, 2001 filed 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 iPHOTONICS, Inc. 2000 Stock Incentive Plan
4.2 iPHOTONICS, Inc. 2000 Non-Employee Director Stock Incentive 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).
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 13 day of
November, 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 November 13, 2001
----------------------------------- Executive Officer and
Koichi Nishimura, Ph.D. Chairman of the Board
Executive Vice President November 13, 2001
/S/ KIRAN PATEL and Chief Financial Officer
----------------------------------- (Principal Financial and
Kiran Patel Accounting Officer)
/S/ WINSTON H. CHEN Director November 13, 2001
-----------------------------------
Winston H. Chen, Ph.D.
/S/ RICHARD A. D'AMORE Director November 13, 2001
-----------------------------------
Richard A. D'Amore
Director November __, 2001
-----------------------------------
Charles A. Dickinson
/S/ HEINZ FRIDRICH Director November 13, 2001
-----------------------------------
Heinz Fridrich
/S/ OSAMU YAMADA Director November 13, 2001
-----------------------------------
Osamu Yamada
/S/ WILLIAM HASLER Director November 13, 2001
-----------------------------------
William Hasler
/S/ KENNETH E. HAUGHTON Director November 13, 2001
-----------------------------------
Kenneth E. Haughton, Ph.D.
Director November __, 2001
-----------------------------------
Paul R. Low, Ph.D.
II-4
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 iPHOTONICS, Inc. 2000 Stock Incentive Plan
4.2 iPHOTONICS, Inc. 2000 Non-Employee Director Stock Incentive 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)