UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
August 14, 2009
Date of Report (Date of earliest event reported)
SANMINA-SCI CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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000-21272 |
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77-0228183 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification
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2700 North First Street
San Jose, California 95134
(Address of principal executive offices)
(408) 964-3500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On August 14, 2009, Sanmina-SCI Corporation (the “Company”) filed a certificate of amendment to its Restated Certificate of Incorporation, as amended (the “Amendment”), which effected a one-for-six reverse split of the Company’s Common Stock and a concurrent reduction of the number of authorized shares of Common Stock on a proportional basis. The Amendment became effective at 5:00 p.m. Eastern Daylight Time on August 14, 2009. The Amendment was approved by the stockholders of the Company at a special meeting of stockholders held on September 29, 2008 and by the Board of Directors of the Company on July 20, 2009. The Amendment is filed as Exhibit 3.6 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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Exhibit No |
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Description |
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Exhibit 3.6 |
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Certificate of Amendment of Registrant’s Restated Certificate of Incorporation, as amended, dated July 27, 2009. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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SANMINA-SCI CORPORATION |
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By: |
/s/ Michael R. Tyler |
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Michael R. Tyler |
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Executive Vice President, General Counsel and Corporate Secretary |
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Date: August 19, 2009 |
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EXHIBIT 3.6
CERTIFICATE OF AMENDMENT
OF
THE RESTATED
CERTIFICATE
OF INCORPORATION
OF SANMINA-SCI CORPORATION
Sanmina-SCI Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: The name of the Corporation is Sanmina-SCI Corporation.
SECOND: The date on which the Corporation’s original Certificate of Incorporation was filed with the Delaware Secretary of State is May 9, 1989.
THIRD: The Board of Directors of the Corporation, acting in accordance with the provision of Sections 141 and 242 of the General Corporation Law of the State of Delaware adopted resolutions amending the first paragraph of Article 4 of the Restated Certificate of Incorporation of the Corporation to read in its entirety as follows:
“4. The Corporation is authorized to issue two classes of capital stock: Preferred Stock, $0.01 par value per share, and Common Stock, $0.01 par value per share. The total number of shares of Preferred Stock which the Corporation shall have the authority to issue is 5,000,000 (the “Blanket Preferred”). The total number of shares of Common Stock which the Corporation shall have the authority to issue is 166,666,666 shares. Effective as of 5:00 p.m., Eastern time, on the date this Certificate of Amendment of Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware, each six (6) shares of the Corporation’s Common Stock, par value $0.01 per share, issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $0.01 per share, of the Corporation. No fractional shares shall be issued and, in lieu thereof, any holder of less than one share of Common Stock entitled to receive cash for such holder’s fractional share based upon the closing sales price of the Corporation’s Common Stock as reported on The NASDAQ Global Select Market as of the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.”
FOURTH: This Certificate of Amendment of Restated Certificate of Incorporation was submitted to the stockholders of the Corporation and was duly approved by the required vote of stockholders of the Corporation at a special meeting of stockholders called and held upon notice in accordance with Section 222 of the Delaware
General Corporation Law. A majority of the outstanding shares of Common Stock, voting together as a single class, voted in favor of this Certificate of Amendment of Restated Certificate of Incorporation. The vote required was a majority of the outstanding shares of Common Stock, voting together as a single class.
FIFTH: This Certificate of Amendment shall be effective at 5:00 p.m., Eastern time, on August 14, 2009.
IN WITNESS WHEREOF , Sanmina-SCI Corporation has caused this Certificate of Amendment to be signed by its Corporate Secretary as of July 27, 2009.
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SANMINA-SCI CORPORATION |
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/s/ Michael R. Tyler |
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Michael R. Tyler, Corporate Secretary |