S-8

		As filed with the Securities and Exchange Commission on May 4, 2022 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 CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE				77-0228183
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification Number)
2700 North First Street San Jose, California 95134
(Address of principal executive offices)
2019 EQUITY INCENTIVE 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, and telephone number, including area code, of agent for service)
Copy to: Julia Reigel, 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
	Large accelerated filer þ		Accelerated filer  ¨
	Non-accelerated filer ¨		Smaller reporting company ¨
			Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

Statement Under General Instruction E

Registration of Additional Securities

This Registration Statement on Form S-8 (this “Registration Statement”) registers additional shares of Sanmina Corporation’s Common Stock to be issued pursuant to Sanmina Corporation’s 2019 Equity Incentive Plan. Unless otherwise noted herein, the contents of Sanmina Corporation’s Form S-8 Registration Statements filed with the Securities and Exchange Commission (the “Commission”) on May 2, 2019 (File No. 333-231175), April 29, 2020 (File No. 333-237898) and August 5, 2021 (File No. 333-258471) and are incorporated by reference into this Registration Statement.

SANMINA 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 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 2, 2021 filed with the Commission on November 12, 2021 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 2022 Annual Meeting of Stockholders filed with the Commission on January 27, 2022, as supplemented, to the extent specifically incorporated by reference therein;

(b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report (other than the portions of those documents not deemed to be filed); and

(c)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 description.

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, provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be

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incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5.Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Registrant’s restated certificate of incorporation, as amended, provides that the personal liability of directors for monetary damages arising from a breach of their fiduciary duties in certain circumstances shall be eliminated to the fullest extent permitted by Delaware law.

The Registrant’s amended and restated bylaws also require the Registrant to indemnify directors and officers to the fullest extent permitted by Delaware law.The Registrant has entered into indemnification agreements with some of its officers and directors providing such indemnification. The indemnification agreements may require the Registrant, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities for which indemnification would be prohibited under Delaware law) and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. The Registrant has also obtained directors’ and officers’ liability insurance that pays the legal expenses and judgments for certain suits brought against directors and officers in their capacity as such.

These indemnification provisions and the indemnification agreements entered into between the Registrant and its officers and directors may be sufficiently broad to permit indemnification of the Registrant’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.Exemption from Registration Claimed.

Not applicable.

Item 8.Exhibits.

The exhibits to this Registration Statement are described in the Exhibit Index below.

Item 9.Undertakings.

(a)The undersigned Registrant hereby undertakes:

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(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;

(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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(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 Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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 an initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act 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 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 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 and will be governed by the final adjudication of such issue.

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INDEX TO EXHIBITS

5.1	Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.1 (1)	2019 Equity Incentive Plan, as amended.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).
24.1	Power of Attorney (included as part of the signature page to this Registration Statement).
107.1	Filing Fee Table

___________________________________________________

(1) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022, filed with the Securities and Exchange Commission on May 4, 2022.

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 4th day of May, 2022.

SANMINA CORPORATION

By: /s/ Jure Sola        

Jure SolaChief Executive Officer

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 Kurt Adzema, and each one of them individually, as his or her attorneys-in-fact, each with the 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 attorney-in-fact, or his or her substitute or 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 on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jure Sola	Chief Executive Officer (Principal Executive Officer) and Director	May 3, 2022
Jure Sola
/s/ Kurt Adzema	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 3, 2022
Kurt Adzema
/s/ Brent M. Billinger	Senior Vice President and Corporate Controller (Principal Accounting Officer)	May 3, 2022
Brent M. Billinger
/s/ Eugene A. Delaney	Director	May 3, 2022
Eugene A. Delaney

Signature	Title	Date
/s/ John P. Goldsberry	Director	May 3, 2022
John P. Goldsberry
/s/ Susan A. Johnson	Director	May 3, 2022
Susan A. Johnson
/s/ Rita S. Lane	Director	May 3, 2022
Rita S. Lane
/s/ Joseph G. Licata, Jr.	Director	May 3, 2022
Joseph G. Licata, Jr.
/s/ Krish Prabhu	Director	May 3, 2022
Krish Prabhu
/s/ Mario M. Rosati	Director	May 4, 2022
Mario M. Rosati

EX-5.1

Wilson Sonsini Goodrich & Rosati
Professional Corporation 650 Page Mill Road Palo Alto, CA 94304-1050 o: 650.493.9300
f: 650.493.6811

Exhibit 5.1

May 4, 2022

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 May 4, 2022 (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of 1,300,000 shares of your Common Stock (the “Shares”) reserved for issuance under the 2019 Equity 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.

Very truly yours,

/s/ Wilson Sonsini Goodrich & Rosati

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE

EX-23.1

Exhibit 23.1

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 12, 2021 relating to the consolidated financial statements, financial statement schedule and effectiveness of internal control over financial reporting, which appears in Sanmina Corporation’s Annual Report on Form 10-K for the year ended October 2, 2021.

/s/ PricewaterhouseCoopers LLP

San Jose, California

May 4, 2022

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Sanmina Corporation

(Exact name of registrant as specified in its charter)

Table 1 – Newly Registered Securities
Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.01 per share, reserved for issuance pursuant to the 2019 Equity Incentive Plan	Rules 457(c) and 457(h)	1,300,000	$40.60(2)	$52,780,000	$0.0000927	$4,893
Total Offering Amounts					$52,780,000		$4,893
Total Fee Offsets(3)							—
Net Fee Due							$4,893

(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 2019 Equity 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 Global Select Market on May 2, 2022.

(3)The Registrant does not have any fee offsets.