-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GleY7PXz2drsRFyBAs+8A2ErpPosU7CDpdS6Xk/ahMQA3Ag/PQoh/AKtB3qACSZ8 mNglWw45LJ5Gbx+VFT/bqQ== 0000891618-01-501496.txt : 20010702 0000891618-01-501496.hdr.sgml : 20010702 ACCESSION NUMBER: 0000891618-01-501496 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010629 EFFECTIVENESS DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANMINA CORP/DE CENTRAL INDEX KEY: 0000897723 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 770228183 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64294 FILM NUMBER: 1672989 BUSINESS ADDRESS: STREET 1: 2700 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089545500 MAIL ADDRESS: STREET 1: 2700 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: SANMINA HOLDINGS INC DATE OF NAME CHANGE: 19930223 S-8 1 f73705s-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on June 29, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- SANMINA CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 77-0228183 (State of incorporation) (I.R.S. Employer Identification Number) 2700 NORTH FIRST STREET SAN JOSE, CALIFORNIA 95134 (408) 964-3500 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ---------------------- 1999 STOCK PLAN 1993 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) ---------------------- JURE SOLA CHAIRMAN AND CHIEF EXECUTIVE OFFICER SANMINA CORPORATION 2700 NORTH FIRST STREET SAN JOSE, CALIFORNIA 95134 (408) 964-3500 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------- Copies to: CHRISTOPHER D. MITCHELL, ESQ. MARK METCALF, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CA 94304-1050 (650) 493-9300 2 CALCULATION OF REGISTRATION FEE
==================================================================================================================================== PROPOSED MAXIMUM PROPOSED AMOUNT OFFERING MAXIMUM TITLE OF EACH CLASS OF SECURITIES TO TO BE PRICE AGGREGATE AMOUNT OF BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $0.01 par value , to be 8,644,578 shares (1) $ 21.32 (2) $ 184,302,408.72 $ 46,075.60 issued under the 1999 Stock Plan - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $0.01 par value, to be 1,000,000 shares (3) $ 18.122 (4) $ 18,122,000.00 $ 4,530.50 issued under the 1993 Employee Stock Purchase Plan - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL REGISTRATION FEES: $ 50,606.10 ====================================================================================================================================
(1) Represents shares of Common Stock which have become available for issuance under the Registrant's 1999 Stock Plan as a result of a provision under Section 3 of the plan increasing the number of shares authorized for issuance thereunder on October 3, 1999 and October 1, 2000 by 8,644,578 shares. (2) The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act of 1933 as to the shares of Common Stock authorized for issuance pursuant to the 1999 Stock Plan, solely for the purpose of calculating the registration fee. No options have been granted with respect to such shares. The computation is based upon the average of the high and low price of the Common Stock as reported on the Nasdaq National Market on June 22, 2001 because the price at which the options to be granted in the future may be exercised is not currently determinable. (3) Represents shares of Common Stock which have become available for issuance under the Registrant's 1993 Employee Stock Purchase Plan as a result of an amendment approved by the stockholders at the Registrant's Annual Meeting held on January 29, 2001 increasing the number of shares authorized for issuance thereunder by 1,000,000 shares. (4) The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. The computation is based upon 85% (see explanation in following sentence) of the average of the high and low price of the Common Stock as reported on the Nasdaq National Market on June 22, 2001 because the price at which the options to be granted in the future may be exercised is not currently determinable. Pursuant to the Employee Stock Purchase Plan, which plan is incorporated by reference herein, the Purchase Price of a share of Common Stock shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or the Exercise Date, whichever is lower. II-2 3 STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES This Registration Statement registers additional shares of the Registrant's Common Stock to be issued pursuant to the 1999 Stock Plan and the 1993 Employee Stock Purchase Plan. Accordingly, the contents of the previous Registration Statement on Form S-8 (File No. 333-79259) (the "Previous Form S-8") filed by the Registrant with the Securities and Exchange Commission ("SEC"), including periodic reports that the Registrant filed after the Previous Form S-8 to maintain current information about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. The reports the Registrant has most recently filed with the SEC are listed below: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2000, as filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on December 18, 2000. (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended December 30, 2000, as filed pursuant to Section 13 (a) of the Exchange Act on February 13, 2001. (c) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001, as filed pursuant to Section 13 (a) of the Exchange Act on May 11, 2001. (d) The Registrant's Current Report on Form 8-K as filed on May 14, 2001 in order to restate historical financial information in connection with the acquisition of AB Segerstrom & Svensson which was accounted for as a pooling of interests. (e) Proxy Statement filed as of December 27, 2000 in connection with the Annual Meeting of Shareholders held on January 29, 2001. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. The Exhibits listed on the accompanying Index to Exhibits are filed as part hereof, or incorporated by reference into, this Registration Statement. (See Exhibit Index below). II-3 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 29th day of June, 2001. SANMINA CORPORATION By: /s/ JURE SOLA ---------------------------------------- Jure Sola Chairman and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jure Sola and Rick R. Ackel, jointly and severally, as his or her attorneys-in-fact, with full power of substitution in each, for him or her in any and all capacities to sign any amendments to this Registration Statement on Form S-8, and to file the same, with all 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 his substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - -------------------------------------- -------------------------------------------- ------------- /s/ JURE SOLA Chairman, Chief Executive Officer and June 29, 2001 - -------------------------------------- Director (Principal Executive Officer) Jure Sola /s/ RICK R. ACKEL EVP of Finance and Chief Financial Officer June 29, 2001 - -------------------------------------- (Principal Financial and Accounting Officer) Rick R. Ackel /s/ NEIL BONKE Director June 29, 2001 - -------------------------------------- Neil Bonke /s/ JOHN BOLGER Director June 29, 2001 - -------------------------------------- John Bolger /s/ MARIO M. ROSATI Director June 29, 2001 - -------------------------------------- Mario M. Rosati /s/ JOSEPH SCHELL Director June 29, 2001 - -------------------------------------- Joseph Schell /s/ BERNARD VONDERSCHMITT Director June 29, 2001 - -------------------------------------- Bernard Vonderschmitt
II-4 5 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------------------------------------------------------------- 5.1 Opinion of counsel as to legality of securities being registered. 23.1 Consent of Arthur Andersen LLP, Independent Public Accountants. 23.2 Consent of counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-4).
EX-5.1 2 f73705ex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 June 27, 2001 Sanmina 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 29, 2001 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of recently authorized shares to be issued under the 1999 Stock Plan (as to 8,644,578 shares) and of the 1993 Employee Stock Purchase Plan (as to 1,000,000 shares)(collectively the "Plans" and "Shares" as appropriate). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans. It is our opinion that, when issued and sold in the manner described in the Plans and pursuant to the agreements which accompany each grant under the Plans, the Shares will be legally and validly issued, fully-paid and non-assessable. 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 appearing in the Registration Statement and any amendments thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ WILSON SONSINI GOODRICH & ROSATI EX-23.1 3 f73705ex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated May 2, 2001, included in Sanmina Corporation's Form 8-K filed May 14, 2001, and to all references to our firm included in this registration statement. Our report dated October 20, 2000 included in Sanmina Corporation's Form 10-K for the year ended September 30, 2000 is no longer appropriate since restated financial statements have been presented giving effect to a business combination accounted for as a pooling-of-interests. /s/ Arthur Andersen LLP San Jose, California June 27, 2001 -----END PRIVACY-ENHANCED MESSAGE-----