As filed with the Securities and Exchange Commission on June 11, 2012
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)
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DELAWARE |
77-0228183 |
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(State or other jurisdiction of
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(I.R.S. Employer
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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 area code, of agent for service)
Copy to:
Mark L. Reinstra, 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.
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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
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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 $0.01 per share |
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2,500,000 shares |
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$ |
7.075 |
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17,687,500 |
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2,026.99 |
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Registrant’s 2009 Incentive Plan by reason of any stock dividend, stock split, recapitalization or any similar transaction effected without the Registrant’s 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 Registrant’s Common Stock as reported on the NASDAQ National Market on June 8, 2012.
Statement Under General Instruction E
Registration of Additional Securities
This Registration Statement registers additional shares of Sanmina-SCI Corporation’s Common Stock to be issued pursuant to Sanmina-SCI Corporation’s 2009 Incentive Plan. Unless noted herein, the contents of Sanmina-SCI Corporation’s Form S-8 Registration Statements filed with the Securities and Exchange Commission (the “Commission”) on February 4, 2009 (File No. 333-157099), March 12, 2010 (File No. 333-165435) and February 9, 2011 (File No. 333-172128) 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:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended October 1, 2011 filed with the Commission on November 22, 2011 pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including portions of the Registrant’s Proxy Statement for the 2012 Annual Meeting of Stockholders to the extent specifically incorporated by reference therein.
(b) The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2011 and March 31, 2012 filed with the Commission on January 26, 2012 and May 1, 2012, respectively, pursuant to Section 13(a) or 15(d) of the Exchange Act.
(c) The Registrant’s Current Reports on Form 8-K filed with the Commission on November 1, 2011, November 14, 2011, December 9, 2011, January 18, 2012, February 10, 2012, March 15, 2012, March 19, 2012 and April 23, 2012.
(d) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on February 19, 1993 registering such shares pursuant to Section 12 of the Exchange Act, including any amendment or report updating such descriptions.
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 May 31, 2012, an aggregate of 24,733 shares of the Registrant’s Common Stock. Mr. Rosati also held options to purchase and rights to acquire 35,069 shares of the Registrant’s Common Stock as of May 31, 2012. WSGR is giving an opinion upon the validity of the shares being registered.
Item 8. Exhibits.
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5.1 |
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Opinion of Wilson Sonsini Goodrich & Rosati, P.C. |
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10.23(1) |
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2009 Incentive Plan, as amended. |
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23.1 |
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Consent of 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-4). |
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(1) Incorporated by reference from Exhibit 10.23 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 filed with the Commission on May 1, 2012. |
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:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.
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 reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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 this 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 an 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 Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant 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 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.
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 11 th day of June, 2012.
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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.
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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 (Principal Executive Officer) |
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June 8, 2012 |
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Jure Sola |
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/s/ Robert K. Eulau |
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Chief Financial Officer (Principal Financial Officer) |
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June 11, 2012 |
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Robert K. Eulau |
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/s/ Todd Schull |
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Senior Vice President and Corporate Controller (Principal |
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June 11, 2012 |
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Todd Schull |
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Accounting Officer) |
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/s/ Neil R. Bonke |
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Director |
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June 11, 2012 |
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Neil R. Bonke |
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/s/ John P. Goldsberry |
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Director |
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June 11, 2012 |
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John P. Goldsberry |
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/s/ Joseph G. Licata, Jr. |
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Director |
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June 4, 2012 |
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Joseph G. Licata, Jr. |
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/s/ Jean Manas |
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Director |
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June 6, 2012 |
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Jean Manas |
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/s/ Mario Rosati |
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Director |
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June 4, 2012 |
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Mario M. Rosati |
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/s/ A. Eugene Sapp, Jr. |
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Director |
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June 11, 2012 |
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A. Eugene Sapp, Jr. |
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/s/ Wayne Shortridge |
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Director |
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June 11, 2012 |
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Wayne Shortridge |
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/s/ Jackie M. Ward |
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Director |
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June 11, 2012 |
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Jackie M. Ward |
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INDEX TO EXHIBITS
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5.1 |
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Opinion of Wilson Sonsini Goodrich & Rosati, P.C. |
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10.23(1) |
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2009 Incentive Plan, as amended. |
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23.1 |
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Consent of 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-4). |
(1) Incorporated by reference from Exhibit 10.23 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 filed with the Commission on May 1, 2012.
Exhibit 5.1
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
June 11, 2012
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 June 11, 2012 (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of 2,500,000 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 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 November 21, 2011, with respect to the consolidated balance sheets of Sanmina-SCI Corporation (the Company) as of October 1, 2011 and October 2, 2010, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended October 1, 2011, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of October 1, 2011, incorporated herein by reference.
Our report refers to a change in the Company’s accounting for business combinations in 2010.
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Santa Clara, California |
/s/ KPMG LLP |
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June 11, 2012 |
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