-----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, DCdBZLAZ17ckxC7aAZ0rfz/OHVyJS4B7RM+EXkwWdVgD2gV5zg9UvVYZeWSqtqi9 ObDdn2plWjiE3F5zlpMk0A== 0001104659-05-046420.txt : 20050929 0001104659-05-046420.hdr.sgml : 20050929 20050929163640 ACCESSION NUMBER: 0001104659-05-046420 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050929 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20050929 DATE AS OF CHANGE: 20050929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANMINA-SCI CORP 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21272 FILM NUMBER: 051111732 BUSINESS ADDRESS: STREET 1: 2700 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089643500 MAIL ADDRESS: STREET 1: 2700 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: SANMINA CORP/DE DATE OF NAME CHANGE: 19930729 FORMER COMPANY: FORMER CONFORMED NAME: SANMINA HOLDINGS INC DATE OF NAME CHANGE: 19930223 8-K 1 a05-16922_18k.htm 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

 

September 29, 2005

Date of Report (Date of earliest event reported)

 

SANMINA-SCI CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-21272

 

77-0228183

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

2700 North First Street
San Jose, California 95134

(Address of principal executive offices)

 

(408) 964-3500

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

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 1.01 Entry into a Material Definitive Agreement

 

Sanmina-SCI Magyarorszag Elekronikai Gyarto Kft and Sanmina-SCI Systems de Mexico, S.A. de C.V. (each, a “Subsidiary”), each a wholly-owned subsidiary of Sanmina-SCI Corporation (the “Company”), entered into a Revolving Trade Receivables Purchase Agreement, dated as of September 23, 2005, among the Subsidiaries, as originators, the Company and Sanmina-SCI UK Ltd., as servicers, the banks and financial institutions from time to time party thereto, as purchasers (the “Purchasers”), and Deutsche Bank AG New York, as adminstrative agent (the “Receivables Agreement”).  The closing of the Receivables Agreement occurred on September 26, 2005.  The Receivables Agreement has a term of two years from the date of the Receivables Agreement and permits the Subsidiaries to sell specified accounts receivable to the Purchasers from time to time.  The Subsidiaries may sell to the Purchasers up to $100.0 million of face/invoice amount of receivables at any time outstanding.  The Receivables Agreement allows for the designation of additional originators and the increase of the aggregate investment limits of the Purchasers to up to $400.0 million, in each case subject to the satisfaction of the conditions set forth in the Receivables Agreement including the agreement of the Purchasers to increase their respective invesment limits.

 

The covenants under the Company’s Credit and Guaranty Agreement, dated as of October 26, 2004, as amended limit the amount of foreign accounts receivable that may be sold under factoring or similar arrangements, including the Receivables Agreement, to $400.0 million in aggregate face amount sold and outstanding at any time.  The obligations of the Subsidiaries under the Receivables Agreement are guaranteed by the Company.  Each Subsidiary has provided a lien in favor of the collateral agent for the Purchasers in the accounts in which the proceeds of the sold receivables are remitted.

 

The purchase price for a receivable under a Receivables Agreement is equal to 100% of its invoice/face amount.  The Subsidiaries pay the Purchasers interest during the period from the date the receivable is sold to its maturity date.  The Receivables Agreement provides for a commitment fee based on the unused portion of the facility.

 

Upon the occurrence of a termination event, the Purchasers have the option to terminate their investment limits under the Receivables Agreement.  This termination is automatic in the case of certain bankruptcy events.  The termination events under the Receivables Agreement include defaults with respect to certain indebtedness, certain bankruptcy events, the occurrence of a change in control (as defined in the Receivables Agreement), the failure by the Subsidiaries or the Servicers to observe or perform covenants contained in the Receivables Agreement or the other transaction documents, upon the expiration of a grace period in certain instances, and representations and warranties being inaccurate in any material respect when made or deemed made.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The response to Item 1.01 above is incorporated herein by reference.

 

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SIGNATURE

 

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.

 

 

 

SANMINA-SCI CORPORATION

 

 

 

 

Date:  September 29, 2005

By:

David L. White

 

 

 

David L. White

 

 

Executive Vice President and Chief Financial Officer

 

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