As filed with the Securities and Exchange Commission on March 12, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SANMINA-SCI CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE |
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77-0228183 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification Number) |
2700 North First Street
San Jose, California 95134
(Address of principal executive offices)
2009 INCENTIVE PLAN
(Full title of the plan)
Jure Sola
Chief Executive Officer
SANMINA-SCI CORPORATION
2700 North First Street
San Jose, California 95134
(408) 964-3500
(Name , address, and telephone number, including are code, of agent for service)
Copy to:
Jon Layman, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act:
Large accelerated filer o |
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Accelerated filer x |
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Non-accelerated filer o |
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
Title of Securities to
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Amount to be
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Proposed Maximum
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Proposed Maximum
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Amount of
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Common Stock, par value $0.01 per share |
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2,700,000 shares |
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17.415 |
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47,020,500 |
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3,352.56 |
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrants Common Stock that become issuable under the Registrants 2009 Incentive Plan by reason of any stock dividend, stock split, recapitalization or any similar transaction effected without the Registrants receipt of consideration.
(2) Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Registrants Common Stock as reported on the NASDAQ National Market on March 9, 2010.
Statement Under General Instruction E
Registration of Additional Securities
This Registration Statement registers additional shares of Sanmina-SCI Corporations Common Stock to be issued pursuant to Sanmina-SCI Corporations 2009 Incentive Plan. Unless noted herein, the contents of Sanmina-SCI Corporations Form S-8 Registration Statement filed with the Securities and Exchange Commission (the Commission) on February 4, 2009 (File No. 333-157099) are incorporated by reference into this Registration Statement.
SANMINA-SCI CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with the Commission by Sanmina-SCI Corporation (the Registrant) are hereby incorporated by reference in this Registration Statement:
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
Mario M. Rosati, a member of the law firm Wilson Sonsini Goodrich & Rosati, P.C. (WSGR) and a director of the Registrant, beneficially owned as of November 30, 2009, an aggregate of 18,210 shares of the Registrants Common Stock. Mr. Rosati also holds options to purchase and rights to acquire 23,252 shares of the Registrants Common Stock. WSGR is giving an opinion upon the validity of the shares being registered.
Item 8. Exhibits.
5.1 |
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Opinion of Wilson Sonsini Goodrich & Rosati, P.C. |
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10.37 |
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2009 Incentive Plan, as amended. |
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23.1 |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
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23.2 |
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Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1). |
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24.1 |
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Power of Attorney (see page II-5). |
Item 9. Undertakings.
Provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
(4) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and (iv) any other communication that is an offer in the offering made by the Registrant to the purchaser.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 12th day of March, 2010.
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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 |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Jure Sola and Michael R. Tyler, and each one of them individually, as his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-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, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Jure Sola |
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Chief Executive Officer and Director |
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March 12, 2010 |
Jure Sola |
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(Principal Executive Officer) |
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/s/ Robert K. Eulau |
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Chief Financial Officer (Principal Financial Officer) |
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March 12, 2010 |
Robert K. Eulau |
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/s/ Todd Schull |
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Senior Vice President and Corporate Controller |
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March 12, 2010 |
Todd Schull |
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(Principal Accounting Officer) |
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/s/ Neil R. Bonke |
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Director |
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March 3, 2010 |
Neil R. Bonke |
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/s/ Alain Couder |
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Director |
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March 9, 2010 |
Alain Couder |
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/s/ John P. Goldsberry |
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Director |
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March 12, 2010 |
John P. Goldsberry |
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Signature |
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Title |
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Date |
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/s/ Joseph G. Licata, Jr. |
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Director |
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March 5, 2010 |
Joseph G. Licata, Jr. |
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/s/ Jean Manas |
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Director |
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March 8, 2010 |
Jean Manas |
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/s/ Mario M. Rosati |
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Director |
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March 12, 2010 |
Mario M. Rosati |
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/s/ A. Eugene Sapp, Jr. |
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Director |
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March 7, 2010 |
A. Eugene Sapp, Jr. |
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/s/ Wayne Shortridge |
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Director |
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March 4, 2010 |
Wayne Shortridge |
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/s/ Jackie M. Ward |
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Director |
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March 12, 2010 |
Jackie M. Ward |
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INDEX TO EXHIBITS
5.1 |
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Opinion of Wilson Sonsini Goodrich & Rosati, P.C. |
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10.37 |
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2009 Incentive Plan, as amended. |
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23.1 |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
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23.2 |
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Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1). |
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24.1 |
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Power of Attorney (see page II-5). |
Exhibit 5.1
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
March 12, 2010
Sanmina-SCI Corporation.
2700 North First Street
San Jose, CA 95134
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about March 12, 2010 (the Registration Statement) in connection with the registration under the Securities Act of 1933, as amended, of 2,700,000 shares of your Common Stock (the Shares) reserved for issuance under the 2009 Incentive Plan (the Stock Plan). As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares under the Stock Plan.
It is our opinion that, when issued and sold in the manner referred to in the Stock Plan and pursuant to the standard agreements which accompany any sale under the Stock Plan, the Shares will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever it appears in the Registration Statement and any amendment thereto.
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Very truly yours, |
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/s/ WILSON SONSINI GOODRICH & ROSATI |
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Professional Corporation |
Exhibit 10.37
SANMINA-SCI CORPORATION
2009 INCENTIVE PLAN
(As amended on December 7, 2009 and approved by stockholders on February 8, 2010)
· to attract and retain the best available personnel for positions of substantial responsibility,
· to provide additional incentive to Employees, Directors, and Consultants, and
· to promote the success of the Companys business.
The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine.
An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator specifies from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with any applicable withholding taxes). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 17 of the Plan.
At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.
For the purposes of this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or, in the case of a Stock Appreciation Right upon the exercise of which the Administrator determines to pay cash or a Performance Share or Performance Unit which the Administrator can determine to pay in cash, the fair market value of the consideration received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Share or Performance Unit, for each Share subject to such Award (or in the case of an Award settled in cash, the number of implied shares determined by dividing the value of the Award by the per share consideration received by holders of Common Stock in the Change in Control), to be solely common stock of the Successor Corporation equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.
Notwithstanding anything in this Section 17(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more Performance Goals will not be considered assumed if the Company or its successor modifies any of such Performance Goals without the Participants consent; provided, however, a modification to such Performance Goals only to reflect the Successor Corporations post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.
Exhibit 23.1
CONSENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Sanmina-SCI Corporation:
We consent to the use of our report dated December 1, 2009, with respect to the consolidated balance sheets of Sanmina-SCI Corporation as of October 3, 2009 and September 27, 2008, and the related consolidated statements of operations, comprehensive loss, stockholders equity, and cash flows for each of the years in the three-year period ended October 3, 2009, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of October 3, 2009, incorporated herein by reference.
Our report dated December 1, 2009 refers to accounting changes upon adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (ASC Topic 740, Income Taxes), at the beginning of fiscal 2008.
/s/ KPMG LLP
Mountain View, California
March 12, 2010