As filed with the Securities and Exchange Commission on June 13, 2003
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
___________________
JABIL CIRCUIT, INC.
Delaware
(State or other jurisdiction of incorporation or organization) |
38-1886260
(I.R.S. Employer Identification No.) |
10560 Dr. Martin Luther King Street North
St. Petersburg, Florida (Address of Principal Executive Office) |
33716
(Zip Code) |
JABIL CIRCUIT, INC.
Robert L. Paver, Esq.
Secretary and General Counsel
Jabil Circuit, Inc.
10560 Dr. Martin Luther King Street North
St. Petersburg, Florida 33716
(Name and address of agent for service)
(727) 577-9749
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Chester E. Bacheller, Esq.
CALCULATION OF REGISTRATION FEE
Holland & Knight LLP
400 North Ashley Drive, Suite 2300
Tampa, Florida 33602
Phone: (813) 227-6431
Fax: (813) 229-0134
Proposed
Proposed
Title of
Amount
Maximum
maximum
Amount of
Securities
to be
offering price
aggregate
registration
to be registered
Registered(2)
per unit(3)
offering price(3)
fee(3)
Common Stock, par
value $0.001 per
share reserved
under 2002 Stock
Incentive Plan(1)
2,144,646
N/A
N/A
N/A
(1)
Including preferred stock purchase rights issued under the Registrants
Stockholder Rights Plan, dated October 19, 2001.
(2)
The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and the number of shares registered on this
Registration Statement shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.
(3)
An aggregate of 2,144,646 shares of the shares being registered under the
2002 Stock Incentive Plan are shares that were previously registered under the
Jabil Circuit, Inc. 1992 Stock Option Plan on the Registration Statement on
Form S-8 (Registration No. 333-50748). The registration fee paid at that time
was $5,497.00. Pursuant to Instruction E to Form S-8, the registrant is
transferring 2,144,646 shares from that prior registration statement. The
registrant has filed a post-effective amendment to the prior registration
statement deregistering those shares.
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
Jabil Circuit, Inc. (the Registrant), files this Registration Statement pursuant to Instruction E of Form S-8 and incorporations by reference the contents of the previous registration statement filed by the Registrant on Form S-8 (Registration No. 333-98299). The current registration of 2,144,646 shares of the Registrants common stock, par value $0.001 per share, will increase the number of shares registered for issuance under the Jabil Circuit, Inc. 2002 Stock Incentive Plan from 7,464,080 to 9,608,726 shares.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
4.1
Jabil Circuit, Inc. 2002 Stock Incentive Plan.(1)
4.2
Addendum to the Terms and Conditions of the Jabil Circuit,
Inc. 2002 Stock Incentive Plan for Grantees Resident in France.
5.1
Opinion of Holland & Knight LLP re legality of the Common Stock.
23.1
Consent of Holland & Knight LLP (included in Exhibit 5.1).
23.2
Independent Auditors Consent.
24.1
Power of Attorney of certain officers and directors of the Registrant.
(1) | Previously filed as an exhibit to the Registrants Form S-8 (File No. 333-98299) filed August 16, 2002. |
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, Jabil Circuit, Inc., a corporation organized and existing under the laws of the State of Delaware, 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 St. Petersburg, State of Florida, on June 13, 2003.
JABIL CIRCUIT, INC. | ||
By: /s/ Chris A. Lewis | ||
|
||
Chris A. Lewis, Chief Financial Officer |
POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS, we, the undersigned officers and directors of Jabil Circuit, Inc., hereby severally constitute and appoint Chris A. Lewis and Robert L. Paver, each acting alone as an attorney-in-fact with the full power of substitution, for him and in his name, place and stead in any and all capacities, to sign any and all amendments to this Registration Statement, 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 said attorneys-in-fact, or either of their 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 by the following persons in the capacities and on the dates indicated.
Signatures | Title | Date | ||
|
|
|
||
By: /s/ William D. Morean
William D. Morean |
Chairman of the Board of Directors | May 25, 2003 | ||
By: /s/ Thomas A. Sansone
Thomas A. Sansone |
Vice Chairman of the Board of Directors | June 13, 2003 | ||
By: /s/ Timothy L. Main
Timothy L. Main |
Chief Executive Officer (Principal
Executive Officer) |
June 13, 2003 | ||
By: /s/ Chris A. Lewis
Chris A. Lewis |
Chief Financial Officer (Principal Financial and Accounting Officer) | June 13, 2003 | ||
By: /s/ Lawrence J. Murphy
Lawrence J. Murphy |
Director | June 13, 2003 | ||
By: /s/ Mel S. Lavitt
Mel S. Lavitt |
Director | June 13, 2003 | ||
By: /s/ Steven A. Raymund
Steven A. Raymund |
Director | June 13, 2003 | ||
By: /s/ Frank A. Newman
Frank A. Newman |
Director | May 23, 2003 | ||
By: /s/ Laurence S. Grafstein
Laurence S. Grafstein |
Director | June 13, 2003 |
3
INDEX OF EXHIBITS
4.1
Jabil Circuit, Inc. 2002 Stock Incentive Plan.(1)
4.2
Addendum to the Terms and Conditions of the Jabil Circuit, Inc. 2002
Stock Incentive Plan for Grantees Resident in France.
5.1
Opinion of Holland & Knight LLP re legality of the Common Stock.
23.1
Consent of Holland & Knight LLP (included in Exhibit 5.1).
23.2
Independent Auditors Consent.
24.1
Power of Attorney of certain officers and directors of the Registrant.
(1)
Previously filed as an exhibit to the Registrants Form S-8 (File No.
333-98299) filed August 16, 2002.
4
Exhibit 4.2
JABIL CIRCUIT, INC.
ADDENDUM TO THE TERMS AND CONDITIONS OF
THE JABIL CIRCUIT, INC. 2002 STOCK INCENTIVE PLAN
FOR GRANTEES RESIDENT IN FRANCE
Scope of Addendum: By way of this addendum, the Board of Directors amends the Jabil Circuit, Inc. 2002 Stock Incentive Plan (Plan) for Participants resident of France, in order to qualify the stock option agreement under the French law of 70-1322 of December 31, 1970, codified in articles L225-177 to L225-187-1 of the Code de Commerce"(French Commercial Code).
The following provisions shall apply to all Options currently outstanding under the Plan that are held by Grantees resident of France.
1. Eligibility: Eligible Grantees under this Addendum shall be limited to Employees selected by the Committee or the Board of Directors to receive options. Employees are further defined in the Plan to be regular employees of Jabil Circuit, Inc. and its subsidiary, the Company, for whom income tax is withheld by the Company or social security contributions are made by the Company.
Notwithstanding any other provision of the Plan, options granted to any Grantee not employed by the Company at the date of the grant will not be deemed to have been granted pursuant to this Addendum.
2. Shares subject to the Plan: Notwithstanding any other provision of the Plan, the total number of options granted but not yet exercised cannot give the right to subscribe to a number of shares in excess of one third (1/3) of the share capital of the Company. Options granted giving the right to subscribe to a number of shares in excess of 1/3 of the share capital of the Company will not be deemed to have been granted pursuant to this Addendum.
3. Grant:
| Notwithstanding any other provision of the Plan, no Options shall be granted to any Grantee holding shares of Common Stock representing 10% or more of the Companys share capital. Options granted to any Grantee holding shares of Common Stock representing 10% or more of the Companys capital will not be deemed to have been granted pursuant to this Addendum. | |
| Time limit for granting Options: Options on shares of Common Stock shall not be granted beyond March 24, 2005, being 38 months from the date the Plan received shareholder approval. Should Options relating to shares of Common Stock be granted more than 38 months after the date the Plan received shareholder approval, then such grants shall not be deemed to have occurred pursuant to this Addendum. |
4. Option Price:
| For Options granted while the Company is quoted on a recognized exchange: Notwithstanding any other provision of the Plan, the option price shall not be less than 80% of the average of the market value of Common Stock on the 20 trading days preceding the date of grant or 80% of the average purchase price of the Common Stock. Any option issued under the plan having an Option Price less than 80% of the average of the market price of a share of Common Stock on the 20 trading days preceding the date of grant or 80% of the average purchase price of these shares shall not be deemed to have been granted under this Addendum. |
| Modification of the Option price: Notwithstanding any other provision of the Plan, the option price is not subject to modification and shall be adjusted only upon: |
| the following circumstances: |
| Certain capital increases | ||
| Issuance of convertible securities | ||
| Distributions of retained earnings in cash or shares held by the company | ||
| Capital reductions due to losses | ||
| OR with the express consent of the option holder. |
Should the option price for any option grant be modified under conditions other than those stated above, such modifications shall not be deemed to have occurred. Furthermore, notwithstanding any other provision of the Plan, the Committee or Board of Directors shall not have the right to prescribe, amend or rescind the terms of any existing stock option grant previously granted to a Grantee without the express written consent of the Grantee. Modifications made by the Committee or the Board of Directors including the prescription, amendment or rescinding of the terms of any existing stock option grant previous granted to a Grantee without the express written consent of the Grantee shall be deemed not to have occurred.
5. Transferability: Notwithstanding any other provision of the Plan:
| Options issued pursuant to this Addendum are not transferable. | |
| Upon the death of a Grantee, to the extent Options were exercisable by the Grantee at the date of death, all such Options shall remain exercisable for a period of six months from the date of the Grantees death. To the extent that any Options are exercised under the above conditions after a period of six months from the date of the Grantees death, such exercise will be deemed not to have occurred pursuant to this Addendum. |
6. Restriction on Sale: Notwithstanding any other provision of the Plan, the Company reserves the right to restrict the sale of any Common Stock acquired through the exercise of an Option for a period not to exceed three years from the date the Option is exercised. However, this restriction shall not apply in the case of retirement or termination, if the Grantee exercises the option at least 3 months prior to the date of retirement or termination.
7. Lock-Up Period for Grant: Notwithstanding any other provision of the Plan, no options shall be granted during the period commencing ten (10) business days before and ending ten (10) business days after (1) the publication of the Annual Financial Report, or (2) the release of Company information that may impact share value.
Exhibit 5.1
June 13, 2003
Jabil Circuit, Inc.
10560 Dr. Martin Luther King Street North
St. Petersburg, Florida 33716
Re: | Registration Statement on Form S-8 |
Gentlemen:
We refer to the Registration Statement (the Registration Statement) on Form S-8 filed today by Jabil Circuit, Inc. (the Company) with the Securities and Exchange Commission, for the purpose of registering under the Securities Act of 1933 an aggregate of 2,144,646 shares (the Shares) of the authorized common stock, par value $0.001 per share, of the Company being offered to certain employees of the Company pursuant to the Jabil Circuit, Inc. 2002 Stock Incentive Plan, as amended (the Plan).
In rendering the opinion set forth herein, we have acted as counsel for the Company and have examined originals, or copies certified to our satisfaction, of (i) the Registration Statement, (ii) the Certificate of Incorporation of the Company, as amended to date and currently in effect, (iii) the Bylaws of the Company, as amended to date and currently in effect, (iv) the Plan, and (v) certain resolutions of the Board of Directors of the Company in connection with the Registration Statement. We also examined originals, or copies certified to our satisfaction, of such corporate records of the Company, certificates of public officials, and representatives of the Company, and other documents as we deemed necessary to deliver the opinion expressed below.
Based upon the foregoing, and having regard for legal considerations that we deem relevant, it is our opinion that the Shares will be, when (i) the Registration Statement becomes effective under the Act, and (ii) if issued in accordance with the terms of the Plan, duly authorized, validly issued, and fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours, | ||
/s/ Holland & Knight LLP | ||
|
||
HOLLAND & KNIGHT LLP |
Exhibit 23.2
Independent Auditors Consent
The Board of Directors
We consent to the incorporation by reference herein of our report dated October
18, 2002, with respect to the consolidated balance sheets of Jabil Circuit,
Inc. and subsidiaries as of August 31, 2002 and 2001, and the related
consolidated statements of earnings, stockholders equity, cash flows and
comprehensive income and related schedule for each of the years in the
three-year period ended August 31, 2002, which report appears in the August
31, 2002 annual report on Form 10-K of Jabil Circuit, Inc.
Jabil Circuit, Inc.
/s/ KPMG LLP
June 9, 2003
Tampa, Florida