As filed with the Securities and Exchange Commission on June 27, 2016
Registration No. 333-_________
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________

FLEXTRONICS INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)

(Company Registration Number: 199002645H)
_____________________
Singapore
(State or other jurisdiction of
incorporation or organization)
 
 
 
Not Applicable
(I.R.S. Employer
Identification Number)
_____________________

2 Changi South Lane,
Singapore 486123

(Address of Principal Executive Offices) (Zip Code)
_____________________

BrightBox Technologies, Inc. 2013 Stock Incentive Plan
(Full title of the plan)
_____________________
Susan Marsch
Sr. Vice President and Acting General Counsel
Flextronics International Ltd.
2 Changi South Lane
Singapore 486123
(65) 6876 9899
 
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_____________________

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. (Check one):
Large accelerated filer  þ
 
Accelerated filer  ¨
 
Non-accelerated filer  ¨
 
Smaller reporting company ¨
(Do not check if a smaller reporting company)


CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Amount to be
registered(1)(2)
Proposed
maximum
offering price
per share(3)
Proposed
maximum
aggregate
offering price(3)
Amount of
registration fee(3)
Ordinary Shares, no par value
159,057 shares
$0.52
$82,709.64
$8.33

(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement also covers any additional securities that may be offered or issued as part of any stock split, stock dividend or similar transaction.
(2)
As contemplated by the Stock Purchase Agreement (the “ Stock Purchase Agreement ”), dated as of May 16, 2016, by and among Flextronics International USA, Inc., a California corporation (“ Flex USA ”), BrightBox Technologies, Inc., a Delaware corporation (“ BrightBox ”), and each of the equityholders of BrightBox, Flextronics International Ltd. (the “ Company ”) has assumed all of the outstanding, unvested options to purchase shares of common stock of BrightBox granted under the BrightBox Technologies, Inc. 2013 Stock Incentive Plan, subject to applicable vesting schedules and conditions. The assumed options will be settled or exercisable solely in ordinary shares of the Company, with appropriate adjustments to the number of shares and the exercise price, in accordance with the terms of the Stock Purchase Agreement.
(3)
Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act on the basis of the weighted average exercise price of the outstanding options.
 



2

TABLE OF CONTENTS
INTRODUCTORY STATEMENT
4
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
4
 
Item 3. Incorporation of Documents by Reference
4
 
Item 4. Description of Securities
4
 
Item 5. Interests of Named Experts and Counsel
4
 
Item 6. Indemnification of Directors and Officers
4
 
Item 7. Exemption from Registration Claimed
5
 
Item 8. Exhibits
5
 
Item 9. Undertakings
6
SIGNATURES
7
POWER OF ATTORNEY
7
EXHIBIT INDEX
9




INTRODUCTORY STATEMENT
This Registration Statement is being filed by Flextronics International Ltd. (the “ Company ”) to register 159,057 ordinary shares of the Company that are reserved for future allotment and issuance under the BrightBox Technologies, Inc. 2013 Stock Incentive Plan upon the exercise of outstanding options assumed by the Company in connection with the transactions contemplated by the Stock Purchase Agreement (the “ Stock Purchase Agreement ”), dated as of May 16, 2016, by and among Flextronics International USA, Inc., a California corporation and wholly owned subsidiary of the Company (“ Flex USA ”), BrightBox Technologies, Inc., a Delaware corporation (“ BrightBox ”) and each of the equityholders of BrightBox.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference the following documents filed with the Commission:
(a) The Company’s Annual Report on Form 10-K filed for the fiscal year ended March 31, 2016, filed on May 20, 2016;
(b) The Company’s Current Reports on Form 8-K filed on June 20, 2016; and
(c) The description of the Company’s Ordinary Shares contained in the Company’s registration statement on Form 8-A filed on January 31, 1994, as amended by the Forms 8-A/A filed on February 22, 2006 and October 23, 2006, including any amendment or report filed with the Commission for the purpose of updating such description.
In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) (other than portions of such documents deemed not to be filed) after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities registered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 155 of the Company’s Constitution provides that, subject to the provisions of and so far as may be permitted by the Singapore Companies Act, Chapter 50 (“ Singapore Companies Act ”) and every other Act for the time being in force concerning companies and affecting the Company, every director, auditor, secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties (including, without limitation, where he serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise) or in relation thereto, including any liability in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favor (or where the proceedings are otherwise disposed of without a finding or admission of any material breach of duty on his part) or in which he is acquitted; or in connection with any application under any statute for relief from liability for any act or omission in which relief is granted to him by the court.
In addition, Article 155 of the Company’s Constitution provides that no director, manager or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense happening to the Company, through the insufficiency or deficiency of title to any property acquired by order of the directors for the Company or for the insufficiency or deficiency of any security in

4


or upon which any of the moneys of the Company are invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects are deposited, or left or for any other loss, damage or misfortune which happens in the execution of the duties of his or her office or in relation thereto, unless the same happens through his or her own negligence, willful default, breach of duty or breach of trust.
Section 172 of the Singapore Companies Act prohibits a company from indemnifying its officers against any liability, which by law would otherwise attach to them for any negligence, default, breach of duty or breach of trust in relation to the company (the “ Liability ”). However, a company is not prohibited from (a) purchasing and maintaining for any such officer insurance against any such Liability, or (b) indemnifying such officer against any liability incurred by him to a person other than the company (such as third party liability), except when the indemnity is against:
(a)
any liability of the officer to pay: (i) a fine in criminal proceedings; or (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); or

(b)
any liability incurred by the officer: (i) in defending criminal proceedings in which he is convicted; (ii) in defending civil proceedings brought by the company or related company in which judgment is given against him; or (iii) in connection with an application for relief under sections 76A(13) or 391 of the Singapore Companies Act in which the court refuses to grant him relief.

Our directors and officers are covered by indemnification agreements with the Company and a wholly-owned subsidiary of the Company. These indemnification agreements provide the Company’s officers and directors with indemnification to the maximum extent permitted by applicable law. The Company has also obtained a policy of directors’ and officers’ liability insurance that will insure directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances which are permitted under the Singapore Companies Act.
The foregoing summaries are necessarily subject to the complete text of the Constitution of the Company, the Singapore Companies Act and the indemnification agreements referred to above, and are qualified in their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
 
 
 
 
Incorporated by Reference
Exhibit No.
 
Exhibit
 
Form
 
File No.
 
Filing Date
 
Exhibit No.
 
Filed Herewith
4.01
 
Registrant’s Memorandum of Association, as amended. With effect from January 3, 2016, the Memorandum and Articles of Association of the Registrant were merged into a single document known as the “Constitution”. This took place by operation of law pursuant to the Singapore Companies (Amendment) Act 2014.
 
10-K
 
000-23354
 
05-29-07
 
3.01
 
 
4.02
 
Amended and Restated Articles of Association of the Registrant. With effect from January 3, 2016, the Memorandum and Articles of Association of the Registrant were merged into a single document known as the “Constitution”. This took place by operation of law pursuant to the Singapore Companies (Amendment) Act 2014.
 
8-K
 
000-23354
 
10-11-06
 
3.01
 
 
5.01
 
Opinion of Allen & Gledhill LLP.
 
 
 
 
 
 
 
 
 
X
23.01
 
Consent of Allen & Gledhill LLP (included in Exhibit 5.01).
 
 
 
 
 
 
 
 
 
X
23.02
 
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
 
 
 
 
 
 
 
 
 
X

5


24.01
 
Power of Attorney (included on the signature page to this Registration Statement on Form S-8).
 
 
 
 
 
 
 
 
 
X
99.01
 
BrightBox Technologies, Inc. 2013 Stock Incentive Plan
 
 
 
 
 
 
 
 
 
X
Item 9. Undertakings.
The undersigned Company hereby undertakes:
(a) (1)
To file, during any period in which offers or sales of the securities registered hereby 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, as amended (the “ Securities Act ”); (ii) to reflect in the prospectus any facts or events arising after the effective date of the 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 the 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 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) 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, provided , however , that clauses (i) and (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 Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, 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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 the initial bona fide offering thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 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 whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

6


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 27 th day of June , 2016.
 
Flextronics International Ltd.
 
By:
 
/s/ Christopher Collier
 
 
 
Christopher Collier
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael M. McNamara and Christopher Collier, and each of them acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her 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 attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof. This Power of Attorney may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts shall together constitute one and the same instrument.
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.
Signature
 
Title
 
Date
 
 
 
 
 
/s/ MICHAEL M. MCNAMARA
 
Chief Executive Officer and Director
 (Principal Executive Officer) and Authorized
 U.S. Representative
 
June 27, 2016
Michael M. McNamara
 
 
 
 
 
 
 
 
/s/ CHRISTOPHER COLLIER
 
Chief Financial Officer
(Principal Financial Officer)
 
June 27, 2016
Christopher Collier
 
 
 
 
 
 
 
 
/s/ DAVID BENNETT
 
Senior Vice President, Finance
(Principal Accounting Officer)
 
June 27, 2016
David Bennett
 
 
 
 
 
 
 
 
/s/ H. RAYMOND BINGHAM
 
Chairman of the Board
 
June 27, 2016
H. Raymond Bingham
 
 
 
 
 
 
 
 
/s/ MICHAEL D. CAPELLAS
 
Director
 
June 27, 2016
Michael D. Capellas
 
 
 
 
 
 
 
 
/s/ MARC A. ONETTO
 
Director
 
June 27, 2016
Marc A. Onetto
 
 
 
 
 
 
 
 
/s/ DANIEL H. SCHULMAN
 
Director
 
June 27, 2016
Daniel H. Schulman
 
 
 
 
 
 
 
 

7


/s/ WILLY SHIH, PH.D.
 
Director
 
June 27, 2016
Willy Shih, Ph.D.
 
 
 
 
 
 
 
 
/s/ LAY KOON TAN
 
Director
 
June 27, 2016
Lay Koon Tan
 
 
 
 
 
 
 
 
/s/ WILLIAM D. WATKINS
 
Director
 
June 27, 2016
William D. Watkins
 
 
 
 
 
 
 
 
/s/ LAWRENCE A. ZIMMERMAN
 
Director
 
June 27, 2016
Lawrence A. Zimmerman
 
 
 




8


EXHIBIT INDEX
 
 
 
 
Incorporated by Reference
Exhibit No.
 
Exhibit
 
Form
 
File No.
 
Filing Date
 
Exhibit No.
 
Filed Herewith
4.01
 
Registrant’s Memorandum of Association, as amended. With effect from January 3, 2016, the Memorandum and Articles of Association of the Registrant were merged into a single document known as the “Constitution”. This took place by operation of law pursuant to the Singapore Companies (Amendment) Act 2014.
 
10-K
 
000-23354
 
05-29-07
 
3.01
 
 
4.02
 
Amended and Restated Articles of Association of the Registrant. With effect from January 3, 2016, the Memorandum and Articles of Association of the Registrant were merged into a single document known as the “Constitution”. This took place by operation of law pursuant to the Singapore Companies (Amendment) Act 2014.
 
8-K
 
000-23354
 
10-11-06
 
3.01
 
 
5.01
 
Opinion of Allen & Gledhill LLP.
 
 
 
 
 
 
 
 
 
X
23.01
 
Consent of Allen & Gledhill LLP (included in Exhibit 5.01).
 
 
 
 
 
 
 
 
 
X
23.02
 
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
 
 
 
 
 
 
 
 
 
X
24.01
 
Power of Attorney (included on the signature page to this Registration Statement on Form S-8).
 
 
 
 
 
 
 
 
 
X
99.01
 
BrightBox Technologies, Inc. 2013 Stock Incentive Plan
 
 
 
 
 
 
 
 
 
X



9

EXHIBIT 5.01

[On the letterhead of Allen & Gledhill LLP]

27 June , 2016

Flextronics International Ltd.
2 Changi South Lane
Singapore 486123

Dear Sirs

Registration Statement on Form S-8 of Flextronics International Ltd. (“Flextronics”)

1.     (a)    At your request, we have examined the Registration Statement on Form S-8 (excluding all Exhibits thereto) (the “ Registration Statement ”) to be filed by Flextronics with the United States Securities and Exchange Commission on or about 27 June , 2016, in connection with the registration under the Securities Act of 1933, as amended, of up to 159,057 ordinary shares in the capital of Flextronics (the “ Registration Shares ”) subject to issuance by Flextronics upon the valid exercise of subscription rights represented by outstanding share options deemed to have been granted by Flextronics (the “ Assumed Options ”), under the BrightBox Technologies, Inc. 2013 Stock Incentive Plan, as amended (the “ BrightBox Technologies 2013 Plan ”).
 
(b)
The Assumed Options are deemed to have been granted by Flextronics upon:

(i)
the assumption by Flextronics at the Closing (as defined in the Agreement (defined below)) of certain outstanding options granted by BrightBox Technologies, Inc., (the “ BrightBox Technologies Options ”) a company organised under the laws of the State of Delaware in the United States of America (“ BrightBox Technologies ”) under the BrightBox Technologies 2013 Plan prior to the Effective Time; and

(ii)
at the Closing, the conversion of such BrightBox Technologies Options into options to purchase ordinary shares in the capital of Flextronics (“ Flextronics Shares ”), in connection with Schedule 1.2 of the Stock Purchase Agreement, made and entered into as of 16 May 2016 (the “ Agreement ”), by and among (1) Flextronics International USA, Inc. (“ Flextronics USA ”), a corporation incorporated under the laws of the State of California in the United States of America and a wholly-owned subsidiary of Flextronics, (2) BrightBox Technologies, Inc., a corporation incorporated under the laws of the State of Delaware in the United States of America, and (3) each of the equity holders of BrightBox Technologies .



Page 2

This opinion is being rendered solely to you in connection with the filing of the Registration Statement. Terms defined and references construed in the Agreement have the same meaning and construction in this opinion unless otherwise defined herein.

2.
For the purpose of rendering this opinion, we have examined:-

(a)
an executed copy of the Agreement (including Schedule 1.2 but excluding all other exhibits and schedules to the Agreement) as provided to us by electronic mail on 7 June 2016;

(b)
in relation to Flextronics, a copy of each of its Constitution, its Certificate of Incorporation of Private Company, its Certificate of Incorporation on Conversion to a Public Company and its Certificate of Incorporation on Change of Name of Company;

(c)
the proceedings taken by Flextronics in assuming the BrightBox Technologies Options in connection with Schedule 1.2 of the Agreement;

(d)
a copy of the resolutions of the shareholders of Flextronics passed at the Annual General Meeting of Flextronics held on 20 August 2015 (the “ Shareholders Resolutions ”);

(e)
a certified extract of the Minutes of Directors’ Meeting held on 13 May 2016 (the “ Board Resolutions ”) approving the assumption of the Assumed Options and authorising the procedures for the allotment and issuance of ordinary shares in the capital of Flextronics arising from the exercise of vested Assumed Options (the “ Allotment Procedures ”); and

(f)
such other documents as we have considered necessary or desirable to examine in order that we may give this opinion.

3. We have assumed for the purpose of rendering this opinion:-

(a)
that the Agreement is within the capacity and powers of, and has been validly authorised by, each party thereto and has been validly executed in the form examined by us for the purpose of rendering this opinion, duly and properly completed, and delivered by or on behalf of each such party thereto;

(b)
the genuineness of all signatures on all documents and the completeness, and the conformity to original documents, of all copies or other specimen documents submitted to us;

(c)
the correctness of all facts stated in the Agreement;

(d)
that copies of Flextronics’ Constitution, Certificate of Incorporation of Private Company, Certificate of Incorporation on Conversion to a Public Company and its Certificate of Incorporation on Change of Name of Company submitted to us for examination are true, complete and up-to-date copies;



Page 3

(e)
that each of the Shareholders Resolutions and the Board Resolutions is true, complete and up-to-date and such resolutions have not been rescinded or modified and all authorisations and approvals conferred thereby remain in full force and effect and that no other resolution or other action has been taken which may affect the validity of those resolutions;

(f)
the extract of the Board Resolutions as certified by the Company Secretary of Flextronics is a true and correct extract of the Board Resolutions;

(g)
that all relevant documents have been provided to us by the officers of Flextronics for inspection for purposes of this opinion;

(h)
that there are no provisions of the laws of any jurisdiction other than Singapore which would be contravened by the execution or delivery of the Agreement and that, in so far as any obligation expressed to be incurred or performed under the Agreement is to be performed in, or is otherwise subject to the laws of, any jurisdiction other than Singapore, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction;

(i)
that the choice of the laws of the State of California in the United States of America, as the governing law of the Agreement has been made in good faith and will be regarded as a valid and binding selection which will be upheld in the United States federal or state courts in the State of California in the United States of America, as a matter of the laws of the State of California in the United States of America, and all other relevant laws except the laws of Singapore;

(j)
that all consents, approvals, authorisations, licences, exemptions, or orders required from any governmental or other regulatory authorities outside Singapore and all other requirements outside Singapore for the legality, validity and enforceability of the Agreement have been duly obtained or fulfilled and are and will remain in full force and effect and that any conditions to which they are subject have been satisfied;

(k)
no further grants of share options under the BrightBox Technologies 2013 Plan will be made after the Closing; and

(l)
that Flextronics is solvent at the relevant time of issuance of any of the Registration Shares pursuant to the exercise of any such Assumed Options.

4.
Based upon and subject to the foregoing, and subject to any matters not disclosed to us, we are of the opinion that the Registration Shares to be allotted and issued by Flextronics:

(a)
upon the exercise of the subscription rights represented by outstanding Assumed Options deemed to have been granted under the BrightBox Technologies 2013 Plan in accordance with the terms of such


Page 4

Assumed Options, against full payment of the applicable exercise price, pursuant to the Allotment Procedures; and

(b)
when represented by share certificates issued by Flextronics in respect of such Assumed Options,

will be duly authorised by Flextronics for issuance and subscription and will be legally issued, fully-paid and non-assessable.

5.
For the purposes of this opinion, we have assumed that the term "non-assessable" in relation to the Registration Shares to be issued means under Singapore law that holders of such Registration Shares, having fully paid up all amounts due on such Registration Shares as to the issue price thereon, are under no further personal liability to contribute to the assets or liabilities of Flextronics in their capacities purely as holders of such Registration Shares.
    
6.
We consent to the use and filing of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement.

Yours faithfully

/s/ Allen & Gledhill LLP
Allen & Gledhill LLP






EXHIBIT 23.02

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated May 20, 2016, relating to the consolidated financial statements of Flextronics International Ltd. and its subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended March 31, 2016.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
June 27, 2016






EXHIBIT 99.01


















BRIGHTBOX TECHNOLOGIES, INC.

2013 STOCK INCENTIVE PLAN









Adopted and Approved: January 29, 2013
Amended and Restated: May 16, 2016







TABLE OF CONTENTS
 
 
 
 
Page
 
 
 
 
 
SECTION 1.
 
ESTABLISHMENT AND PURPOSE
1

 
 
 
 
 
SECTION 2.
 
DEFINITIONS
1

 
 
 
 
 
SECTION 3.
 
ADMINISTRATION AND AUTHORITY OF THE BOARD OF DIRECTORS
4

 
 
 
 
 
SECTION 4.
 
ELIGIBILITY
4

 
 
 
 
 
(a)
 
 
General Rule
4

(b)
 
 
Ten-Percent Shareholders
4

 
 
 
 
 
SECTION 5.
 
SHARES SUBJECT TO PLAN
4

 
 
 
 
 
(a)
 
 
Limitation
4

(b)
 
 
Additional Shares
4

 
 
 
 
 
SECTION 6.
 
TERMS AND CONDITIONS OF SHARE AWARDS AND PURCHASE RIGHTS
5

 
 
 
 
 
(a)
 
 
Share Restriction Agreement
5

(b)
 
 
Duration of Offers and Nontransferability of Rights
5

(c)
 
 
Purchase Price
5

(d)
 
 
Conditions of Share Awards
5

(e)
 
 
Withholding Taxes
5

(f)
 
 
Restrictions on Transfer of Shares
5

 
 
 
 
 
SECTION 7.
 
TERMS AND CONDITIONS OF OPTIONS
6

 
 
 
 
 
(a)
 
 
Share Option Agreement
6

(b)
 
 
Number of Shares
6

(c)
 
 
Exercise Price
6

(d)
 
 
Withholding Taxes
6

(e)
 
 
Exercisability
6

(f)
 
 
Basic Term
6

(g)
 
 
Nontransferability
7

(h)
 
 
No Rights as a Shareholder
7

(i)
 
 
Modification, Extension and Assumption of Options
7

(j)
 
 
Restrictions on Transfer of Shares
7

 
 
 
 
 
SECTION 8.
 
PAYMENT FOR SHARES
7

 
 
 
 
 
(a)
 
 
General Rule
7

(b)
 
 
Promissory Note
7

 
 
 
 
 

ii


SECTION 9.
 
ADJUSTMENT OF SHARES
7

 
 
 
 
 
(a)
 
 
General
7

(b)
 
 
Mergers and Consolidations
8

(c)
 
 
Reservation of Rights
8

 
 
 
 
 
SECTION 10.
 
SECURITIES LAW REQUIREMENTS.
8

 
 
 
 
 
SECTION 11.
 
NO RETENTION RIGHTS
8

 
 
 
 
 
SECTION 12.
 
DURATION AND AMENDMENTS
9

 
 
 
 
 
(a)
 
 
Term of the Plan
9

(b)
 
 
Right to Amend or Terminate the Plan
9

(c)
 
 
Effect of Amendment or Termination
9



iii


BRIGHTBOX TECHNOLOGIES, INC.
2013 STOCK INCENTIVE PLAN

SECTION 1.
Establishment and Purpose.

The purpose of this Plan is to offer Participants selected from the Employees and Service Providers of BrightBox Technologies, Inc. opportunities to acquire a proprietary interest in the success of Flextronics International Ltd. (the “Company”), or to increase such interest, through ownership of Shares of the Company. The Plan provides for opportunity for ownership of Shares by Participants through (i) the direct award of Shares to Participants through Share Awards, (ii) the sale of Shares to Participants through Purchase Rights, and (iii) the grant of Options to Participants which allow Participants to purchase Shares in the future at a price determined at the time the Option is granted. Options granted under the Plan may include Nonstatutory Options as well as ISOs intended to qualify for favorable income tax treatment to the Participant under Section 422 of the Code.

SECTION 2.      Definitions .

(a) “Affiliate” means means, any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Company.

(b) "Board of Directors" means the Board of Directors of the Company, as constituted from time to time.

(c) “BrightBox Technologies” means BrightBox Technologies, Inc., a Delaware corporation and any Subsidiary business entity.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Companies Act" means the Companies Act, Chapter 50 of Singapore, as amended form time to time.

(f) "Company" means Flextronics International Ltd., a company incorporated in Singapore .

(g) “ Compensation Committee ” means the Compensation Committee established by the Board of Directors .


(h) "Employee" means any individual who is a common-law employee of BrightBox Technologies or an Affiliate .

(i) "Exercise Price" means the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Share Option Agreement.

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(j) "Fair Market Value" of a Share on any day means the last sale price (or, if no last sale price is reported, the average of the high bid and low asked prices) for a Share on such day (or, if such day is not a trading day, on the next preceding trading day) as reported on The Nasdaq Stock Market, or, if not reported on The Nasdaq Stock Market, as quoted by the National Quotation Bureau Incorporated, or if the Share is listed on an exchange, on the principal exchange on which the Share is listed. If for any day the Fair Market Value of a Share is not determinable by any of the foregoing means (or if the Board of Directors determines for any purpose that the Fair Market Value of a Share should be determined on an intra-day basis), then the Fair Market Value for such day (or at a given time on such day) shall be determined in good faith by the Board of Directors on the basis of such quotations and other considerations as the Board of Directors deems appropriate. The Board of Director's determination of Fair Market Value shall be final, binding and conclusive on all persons.

(k) "ISO" means an employee incentive share option described in Section 422(b) of the Code.

(l) "Nonstatutory Option" means a share option not described in Sections 422(b) or 423(b) of the Code.

(m) "Option" means an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.

(n) "Optionee" means a Participant who holds an Option.

(o) "Participant" means an Employee of BrightBox Technologies or Service Provider to BrightBox Technologies selected by the Board of Directors to participate in this Plan.

(p) "Plan" means this BrightBox Technologies, Inc. 2013 Stock Incentive Plan, as amended from time to time .

(q) "Purchase Price" means the consideration for which one Share may be acquired under the Plan through a Purchase Right, as specified by the Board of Directors.

(r) "Purchaser" means a Participant to whom the Board of Directors has offered a Purchase Right under the Plan and who exercise such Purchase Right.

(s) "Purchase Right" means the grant of a right on the part of a Participant to purchase Shares pursuant to this Plan.

(t) "Service Provider" means any person other than an Employee who delivers substantial personal services to BrightBox Technologies or an Affiliate, whether as a consultant, independent contractor, member of the Board of Directors or in any other capacity.

(u) "Share" means one ordinary share of the Company, as adjusted in accordance with Section 9 (if applicable), and “ Shares ” shall be construed accordingly .

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(v) "Share Award" means Shares allotted and issued or, as the case may be, transferred to a Participant pursuant to this Plan without a requirement of payment of cash consideration by the Participant to the Company .

(w) "Share Award Agreement" means a type and designation of a Share Restriction Agreement applicable to a Share Award.

(x) "Share Award Recipient" means a Participant who receives a Share Award pursuant to this Plan.

(y) "Share Award Shares" means the Shares allotted and issued or, as the case may be, transferred pursuant to a Share Award.

(z) "Share Option Agreement" means the agreement between the Company and an Optionee which contains the terms, conditions and restrictions pertaining to the Optionee's Option.

(aa) "Share Purchase Agreement" means a type and designation of a Share Restriction Agreement applicable to a Purchase Right.

(ab) "Share Restriction Agreement" means the agreement between the Company and a Participant who acquires Shares either under a Share Award or Purchase Right which agreement shall contain terms, conditions and restrictions pertaining to the acquisition and ownership of such Shares.

(ac) "Subsidiary" means any company or business entity (other than the Company) in an unbroken chain of business entities beginning with the Company, if each of such entities other than the last entity in the unbroken chain owns more than 50% or more of the total combined voting, capital or profits interests in one of the other entities in such chain.

(ad) "Termination" means: (i) with respect to each Participant who is a Participant by reason of being an Employee, the cessation of such Participant's employment relationship with BrightBox Technologies or an Affiliate for any reason, including voluntary resignation, involuntary termination, death, or "permanent and total disability" (as defined in Section 22(e)(3) of the Internal Revenue Code), and (ii) with respect to each Participant who is a Participant by reason of being a Service Provider, the formal expiration or legal termination of the contract, arrangement, position or engagement which governs the delivery of services by the Service Provider to BrightBox Technologies or an Affiliate, or, if no formal expiration or termination occurs, the cessation of the delivery of services by the Service Provider to BrightBox Technologies. A Termination of an Employee shall be deemed to have occurred on the date of the Employee's legal termination of employment status, and, with respect to an Employee who has been on a leave of absence 90 days after commencement of such leave of absence, unless the Participant's reemployment rights are guaranteed by statute or by contract.


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SECTION 3.
Administration and Authority of the Board of Directors.

The Plan shall be administered by the Compensation Committee of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Share Award Recipients, Purchasers, Optionees and persons deriving their rights from a Share Award Recipient, Purchaser or Optionee. The Board of Directors may adopt, amend or rescind rules, procedures or sub-plans relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures and to foster and promote achievement of the purposes of this Plan. The Board of Directors is specifically authorized to adopt rules, procedures and sub-plans with provisions that limit or modify rights on death, disability or retirement or on termination of employment; available methods of exercise or settlement of an award; payment of income, social insurance contributions and payroll taxes; the withholding procedures and handling of any share certificates or other indicia of ownership which vary with local requirements.

SECTION 4.
Eligibility.

(a) General Rule. Only Employees and Service Providers shall be eligible to be Participants. Only those Participants selected by the Board of Directors shall be eligible to receive benefits or rights under this Plan, and the selection of a Participant to receive one form of benefit or right under this Plan shall not entitle that Participant for another or further right or benefit unless specifically selected to receive such right or benefit.

(b) Ten-Percent Shareholders. An individual who owns more than 10% of the total combined voting power of all classes of outstanding shares of the Company or any of its Subsidiaries shall not be eligible for the grant of an ISO unless (i) the Exercise Price is at least 110% of the Fair Market Value of a Share on the date of grant, and (ii) such ISO by its terms is not exercisable after the expiration of five years from the date of grant. For purposes of this Subsection 4(b), in determining share ownership, the attribution rules of Section 424(d) of the Code shall be applied.

SECTION 5.
Shares Subject To Plan.

(a) Limitation. The aggregate number of Shares that may be issued under the Plan through Share Awards, exercise of Purchase Rights and exercise of Options shall not exceed 2,845,000 Shares, subject to adjustment pursuant to Section 9. Any Shares issued under the Plan will be issued as new Shares, or as the case may be, by the transfer of treasury shares for satisfying vested Share Awards or the exercise of vested Options . Proceeds from the payment of the issue price for the allotment and issue of Shares under the Plan shall constitute general funds of the Company.

(b) Additional Shares. In the event that any outstanding Option or other right for any reason expires or is canceled or otherwise terminated, the Shares allocable to the unexercised portion of such Option or other right shall again be available for issuance under the Plan. In the event that Shares issued under the

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Plan are reacquired by the Company pursuant to, and in accordance with, section 76D of the Companies Act, such Shares shall again be available for the purposes of the Plan.

SECTION 6.
Terms and Conditions of Share Awards and Purchase Rights.

(a) Share Restriction Agreement. Each Share Award or exercise of a Purchase Right under the Plan (other than upon exercise of an Option) shall be evidenced by a Share Restriction Agreement between the Share Award Recipient or Purchaser and the Company. The Share Restriction Agreement applicable to Share Awards may, alternatively, be designated a Share Award Agreement, and the Share Restriction Agreement applicable to a Purchase Right may, alternatively, be designated a Share Purchase Agreement . Such Share Award or Purchase Right shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Share Restriction Agreement. The provisions of the various Share Restriction Agreements entered into under the Plan need not be identical.

(b) Duration of Offers and Nontransferability of Rights. Any right to acquire Shares under the Plan pursuant to a Purchase Right or Share Award shall automatically expire if not accepted or exercised by the Purchaser by execution of the Share Restriction Agreement and completion of all Participant requirements set forth in such Share Restriction Agreement within 60 days after the grant of such right was communicated to the Purchaser by the Company, or such other period as may be specified in the Share Restriction Agreement. Such right shall not be transferable and shall be exercisable only by the Purchaser to whom such right was granted.

(c) Purchase Price. The Purchase Price of Shares to be offered under Purchase Rights issued under the Plan shall not be less than the Fair Market Value of such Shares on the date the Purchase Right is granted. The Purchase Price shall be payable in a form described in Section 8.

(d) Consideration for Share Awards. Normally, Share Awards will be made without any requirement for payment of a cash purchase price by the Share Award Participant; provided that the Board of Directors may determine, in appropriate circumstances, to provide a Share Award at a discount to Fair Market Value, in which case the purchase price payable shall be subject to the same rules applicable to the Purchase Price.

(e) Withholding Taxes. As a condition to the receipt of Shares pursuant to a Share Award or to the purchase of Shares under a Purchase Right, the Participant shall make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such purchase.

(f) Restrictions on Transfer of Shares. Any Shares issued under the Plan pursuant to a Share Award or Purchase Right shall be subject to such, rights of repurchase pursuant to, and in accordance with, section 76D of the Companies Act, and subject to applicable laws, other transfer restrictions as the Board of

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Directors may determine, including in the event of the Termination of the Participant. Such restrictions and obligations shall be set forth in the applicable Share Restriction Agreement.

SECTION 7.
Terms and Conditions of Options.

(a) Share Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Share Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Share Option Agreement. The provisions of the various Share Option Agreements entered into under the Plan need not be identical.

(b) Number of Shares. Each Share Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 9. The Share Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option.

(c) Exercise Price. Each Share Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on the date of grant, and a higher percentage may be required by Section 4(b). The Exercise Price of a Nonstatutory Option to purchase newly issued Shares shall not be less than the Fair Market Value of such Shares. Subject to the preceding two sentences, the Exercise Price under an Option shall be determined by the Board of Directors at its sole discretion. The Exercise Price shall be payable in a form described in Section 8.

(d) Withholding Taxes. As a condition to the exercise of an Option, the Optionee shall make such arrangements as the Board of Directors may require for the satisfaction of any federal, state or local withholding tax obligations that may arise in connection with such exercise. The Optionee shall also make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the disposition of Shares acquired by exercising an Option.

(e) Exercisability. Each Share Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. The exercisability provisions of any Share Option Agreement shall be determined by the Board of Directors at its sole discretion; provided, however, that any Option designated as an ISO shall not be exercisable at any time later than three (3) months after the date of Termination of the Optionee.

(f) Basic Term. The Share Option Agreement shall specify the term of the Option. The term shall not exceed 10 years from the date of grant, and in the case of an ISO a shorter term may be required by Section 4(b). Subject to the preceding sentence, the Board of Directors at its sole discretion shall determine when an Option, or portion of an Option is to expire. A Share Option Agreement may provide for expiration of portions of an Option at intervals prior to expiration of the entire Option term. Except in unusual circumstances, all Share Option Agreements shall provide for expiration prior to the end of the Option's term

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in the event of the Termination or death of the Optionee, and any Option designated as an ISO shall not be exercisable at any time later than three (3) months after the date of Termination of the Optionee.

(g) Nontransferability. No Option shall be transferable by the Optionee other than by beneficiary designation, will or the laws of descent and distribution. An Option may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee's guardian or legal representative. No Option or interest therein may be transferred, assigned, pledged or hypothecated by the Optionee during the Optionee's lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.

(h) No Rights as a Shareholder. An Optionee, or a permitted transferee of an Optionee, shall have no rights as a shareholder with respect to any Shares covered by the Optionee's Option until and unless such person is registered as a shareholder of the Company in the Branch Register of Members of the Company maintained in the United States of America. The registration as aforesaid will be made upon the delivery of Shares to the Optionee when he has submitted a notice of exercise and paid the Exercise Price pursuant to the terms of such Option.

(i) Modification, Extension and Assumption of Options. Within the limitations of the Plan, the Board of Directors may modify, extend or assume outstanding Options or may accept the immediate cancellation of outstanding Options (whether granted by the BrightBox Technologies or another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price, provided that at no time shall the Company acquire a direct or indirect interest in any of the surrendered Options . The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, materially impair the Optionee's rights or materially increase the Optionee's obligations under such Option.

(j) Restrictions on Transfer of Shares. Any Shares issued upon exercise of an Option shall be subject to a right of repurchase pursuant to, and in accordance with, Section 76D of the Companies Act and subject to applicable laws, other transfer restrictions and obligations as the Board of Directors may determine. Such restrictions and obligations shall be set forth in the applicable Share Option Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally.

SECTION 8.
Payment for Shares.

General Rule. The entire Purchase Price or Exercise Price for Shares issued under the Plan shall be payable in cash or cash equivalents at the time when such Shares are purchased .

SECTION 9.
Adjustment of Shares.

(a) General. In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Shares, a combination or consolidation of the outstanding Shares into a lesser number of Shares, a recapitalization, a spin-off, a reclassification or a

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similar occurrence, the Board of Directors shall make appropriate adjustments in one or more of (1) the number of Shares available for future grants under Section 5, (ii) the number of Shares covered by each outstanding Option and by each outstanding Purchase Right, and (iii) the Exercise Price under each outstanding Option and the Purchase Price under each outstanding Purchase Right.

(b) Mergers and Consolidations. In the event that the Company is a party to a merger or consolidation, outstanding Options shall be subject to the agreement of merger or consolidation. Such agreement, without the Optionees' consent, may provide for one or more of the following:

(i) The continuation of such outstanding Options by the Company (if the Company is the surviving corporation);

(ii) The assumption of the Plan and such outstanding Options by the surviving corporation or its parent;

(iii) The substitution by the surviving corporation or its parent of options with substantially the same terms for such outstanding Options; or

(iv) The cancellation of each outstanding unexercised Option after payment to the Optionee of an amount in cash or cash equivalents equal to (A) the Fair Market Value of the Shares subject to such Option at the time of the merger or consolidation, minus (B) the Exercise Price of the Shares subject to such Option.

(c) Reservation of Rights. Except as provided in this Section 9, an Optionee or Purchaser shall have no rights by reason of (i) any subdivision or consolidation of shares of any class, (ii) the payment of any dividend, or (iii) any other increase or decrease in the number of shares of any class. Any issuance by the Company of shares of any class, or securities convertible into shares of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 10.
Securities Law Requirements.

Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, and state securities laws and regulations.

SECTION 11.
No Retention Rights.


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Nothing in the Plan or in any Share Restriction Agreement or Option Agreement issued under the Plan shall confer upon the Participant any right to continue as an Employee or as a Service Provider to BrightBox Technologies or any Affiliate for any period of specific duration or interfere with or otherwise restrict in any way the rights of BrightBox Technologies (or any Affiliate employing or retaining the Participant) or of the Purchaser or Optionee, which rights are hereby expressly reserved, to terminate his or her Employment status or status as a Service Provider at any time and for any reason, with or without cause.

SECTION 12.
Duration and Amendments.

(a) Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors, subject to the approval of the Company's shareholders. In the event that the shareholders fail to approve the Plan within 12 months after its adoption by the Board of Directors, any grants of Options or sales or awards of Shares that have already occurred shall be rescinded, and no additional grants, sales or awards shall be made thereafter under the Plan. The Plan shall terminate automatically 10 years after its adoption by the Board of Directors and may be terminated on any earlier date pursuant to Subsection 12(b) below.

(b) Right to Amend or Terminate the Plan. The Board of Directors may amend, suspend or terminate the Plan at any time and for any reason; provided, however, that any amendment of the Plan which increases the number of Shares available for issuance under the Plan (except as provided in Section 9), or which materially increases the class of persons who are eligible for the grant of ISOs, shall be subject to the approval of the Company's shareholders. Shareholder approval shall not be required for any other amendment of the Plan, except to the extent that shareholder approval is required to satisfy applicable requirements imposed by applicable requirements of the Code.

(c) Effect of Amendment or Termination. No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Share previously issued or any Option previously granted under the Plan.




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