8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2007

FLEXTRONICS INTERNATIONAL LTD.

(Exact Name of Registrant as Specified in Its Charter)

Singapore
(State or other jurisdiction of
incorporation) 0-23354
(Commission File Number) Not Applicable
(IRS Employer Identification No.)

One Marina Boulevard, # 28-00, Singapore
(Address of principal executive offices) 018989
(Zip Code)

Registrant’s telephone number, including area code: (65) 6890-7188

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

     On October 2, 2007, Flextronics International Ltd. (“Flextronics”) issued a press release announcing the final results for the elections made by Solectron Corporation stockholders regarding the form of merger consideration they will receive in connection with Flextronics’s previously announced acquisition of Solectron, which was completed on October 1, 2007. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

     On October 3, 2007, Flextronics issued a press release announcing a redemption and change of control repurchase offer for Solectron’s 8.00% Senior Subordinated Notes due 2016 and a planned change of control repurchase offer for Solectron’s outstanding 0.50% Convertible Senior Notes due 2034. A copy of the press release is attached as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

          The following exhibits are filed with this Report on Form 8-K:

Exhibit Index

Exhibit No.		Description
	99.1	Press release, dated October 2, 2007, announcing the final results for the elections made by Solectron Corporation stockholders regarding the form of merger consideration they will receive in connection with Flextronics’s acquisition of Solectron.
	99.2	Press release, dated October 3, 2007, announcing a redemption and change of control repurchase offer for Solectron’s 8.00% Senior Subordinated Notes due 2016 and a planned change of control repurchase offer for Solectron’s outstanding 0.50% Convertible Senior Notes due 2034.

-2-

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FLEXTRONICS INTERNATIONAL LTD.
Date: October 3, 2007	By:	/s/ Thomas J. Smach
		Name:	Thomas J. Smach
		Title:	Chief Financial Officer

-3-

Exhibit Index

Exhibit No.		Description
	99.1	Press release, dated October 2, 2007, announcing the final results for the elections made by Solectron Corporation stockholders regarding the form of merger consideration they will receive in connection with Flextronics’s acquisition of Solectron.
	99.2	Press release, dated October 3, 2007, announcing a redemption and change of control repurchase offer for Solectron’s 8.00% Senior Subordinated Notes due 2016 and a planned change of control repurchase offer for Solectron’s outstanding 0.50% Convertible Senior Notes due 2034.

-4-

EX-99.1

Exhibit 99.1

One Marina Boulevard, #28-00	Tel: +65.6299.8888
Singapore 018989

Press Release

Flextronics contacts:
Thomas J. Smach
Chief Financial Officer
+1-408-576-7722
investorrelations@flextronics.com

Renee Brotherton
Vice President, Corporate Communications
+1-408-646-5103
renee.brotherton@flextronics.com

Flextronics Announces Final Results of Elections for Merger Consideration

SINGAPORE, October 2, 2007 — As previously announced, Flextronics International Ltd. (NASDAQ:FLEX) completed its acquisition of Solectron Corporation on October 1, 2007. Flextronics today announced final results for the elections made by Solectron stockholders regarding the form of merger consideration they will receive in the merger. Pursuant to the terms of the merger agreement, Solectron stockholders were entitled to elect to receive either 0.3450 of a Flextronics ordinary share or $3.89 in cash for each share of Solectron common stock, subject to proration due to minimum and maximum limits on the amount of stock consideration and cash consideration. The election deadline expired at 5:00 p.m., EDT, on September 27, 2007.

The exchange agent for the transaction, Computershare Shareholders Services, Inc., has calculated that of the 918,438,865 shares of Solectron common stock outstanding as of the effective time of the merger:

• 725,108,506 of the outstanding Solectron shares, or 79.0%, have submitted valid elections to receive Flextronics ordinary shares;

• 81,440,695 of the outstanding Solectron shares, or 8.9%, have submitted valid elections to receive cash; and

• 111,889,664 of the outstanding Solectron shares, or 12.2%, did not submit valid elections.

Based on the election results and the terms of the merger agreement:

• Solectron stockholders who elected to receive stock consideration will receive Flextronics ordinary shares with respect to approximately 88.66% of their Solectron shares and cash with respect to approximately 11.34% of their Solectron shares;

• Solectron stockholders who elected to receive cash consideration will receive cash with respect to all of their Solectron shares; and

• Solectron stockholders that failed to submit a valid election will receive cash with respect to all of their Solectron shares.

Flextronics will pay approximately $1.07 billion in cash and issue approximately 221.8 million Flextronics ordinary shares pursuant to the merger. No fractional Flextronics ordinary shares will be issued. Instead, each Solectron stockholder that would otherwise be entitled to receive Flextronics fractional shares will receive an amount in cash based on $11.42 per Flextronics ordinary share, the average of the per share closing prices of Flextronics ordinary shares reported on the NASDAQ Global Select Market during the five (5) consecutive trading days ending on the trading day immediately preceding the closing date of the merger.

Solectron stockholders with questions regarding individual allocation results should contact Innisfree M&A Incorporated toll free from within the United States and Canada at 877-825-8971.

About Flextronics
Headquartered in Singapore (Singapore Reg. No. 199002645H), Flextronics is a leading Electronics Manufacturing Services (EMS) provider focused on delivering complete design, engineering and manufacturing services to automotive, computing, consumer digital, industrial, infrastructure, medical and mobile OEMs. With the acquisition of Solectron, pro forma fiscal year 2007 revenues from continuing operations are more than US$30 billion. Flextronics helps customers design, build, ship, and service electronics products through a network of facilities in 35 countries on four continents. This global presence provides design and engineering solutions that are combined with core electronics manufacturing and logistics services, and vertically integrated with components technologies, to optimize customer operations by lowering costs and reducing time to market. For more information, please visit www.flextronics.com.

EX-99.2

Exhibit 99.2

Flextronics contacts:
Thomas J. Smach
Chief Financial Officer
+1-408-576-7722
investorrelations@flextronics.com

Renee Brotherton
Vice President, Corporate Communications
+1-408-646-5103
renee.brotherton@flextronics.com

Flextronics Announces Redemption and Change of Control Repurchase Offer for
Solectron 8.00% Senior Subordinated Notes and Planned Change of Control
Repurchase Offer for Solectron’s 0.50% Senior Convertible Notes

SINGAPORE, October 3, 2007 — Flextronics International Ltd. (NASDAQ:FLEX) today announced that, in connection with Flextronics’s previously-announced acquisition of Solectron Corporation on October 1, 2007, Solectron Global Finance Ltd. notified holders of its outstanding 8.00% Senior Subordinated Notes due 2016 (“8% Notes”) that it is exercising its right to redeem the 8% Notes prior to maturity pursuant to the optional redemption procedures provided for under the indenture governing the 8% Notes. The 8% Notes will be redeemed at 100% of the principal amount of the 8% Notes, plus (i) accrued and unpaid interest to, but not including, the date of redemption, and (ii) the make-whole premium provided for under the indenture. The redemption date will be October 31, 2007. Separately, Solectron Global Finance Ltd. has notified holders of the 8% Notes that it will repurchase any 8% Notes delivered for repurchase pursuant to a change of control offer to repurchase at a price of 101% of their aggregate principal amount, plus accrued and unpaid interest to the date of repurchase. Solectron Global Finance Ltd. will repurchase all 8% Notes tendered pursuant to this offer on October 31, 2007. Any 8% Notes that are not repurchased pursuant to the repurchase offer will be redeemed on October 31, 2007.

U.S. Bank National Association is acting as the paying agent for the repurchase offer for the 8% Notes and the redemption agent for the redemption.

As a result of Flextronics’s acquisition of Solectron, Flextronics intends to deliver notice on October 31, 2007 of a change in control purchase offer for all of Solectron’s outstanding 0.50% Convertible Senior Notes due 2034 (the “Original Notes”) and Solectron’s 0.50% Convertible Senior Notes Series B due 2034 (together with the Original Notes, the “Convertible Notes”) in accordance with the procedures set forth in the indentures governing the Convertible Notes. It is expected that any Convertible Notes tendered pursuant to these change of control purchase offers will be repurchased on or about December 14, 2007. All Convertible Notes tendered will be repurchased at a price equal to 100% of their outstanding principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.

About Flextronics
Headquartered in Singapore (Singapore Reg. No. 199002645H), Flextronics is a leading Electronics Manufacturing Services (EMS) provider focused on delivering complete design, engineering and manufacturing services to automotive, computing, consumer digital, industrial, infrastructure, medical and mobile OEMs. With the acquisition of Solectron, pro forma fiscal year 2007 revenues from continuing operations are more than US$30 billion. Flextronics helps customers design, build, ship, and

service electronics products through a network of facilities in 35 countries on four continents. This global presence provides design and engineering solutions that are combined with core electronics manufacturing and logistics services, and vertically integrated with components technologies, to optimize customer operations by lowering costs and reducing time to market. For more information, please visit www.flextronics.com.

-2-