Texas
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74-2211011
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(State
or other jurisdiction of
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(I.R.S.
Employer
|
incorporation
or organization)
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Identification
No.)
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3000
Technology Drive
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77515
(Zip
Code)
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Angleton,
Texas
|
|
(Address
of Principal Executive
Offices)
|
Large
accelerated filer þ
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Accelerated
filer ¨
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Non-accelerated
filer ¨ (Do
not check if a smaller reporting company)
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Smaller
reporting company ¨
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Title
of securities
to
be registered
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Amount
to be
Registered
(1),
(2)
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Proposed
maximum
offering
price
per share
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
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||||||||||||
Common
Shares, par value $0.10 per share:
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N/A | N/A | N/A | |||||||||||||
Outstanding
Award Shares (1)
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5,267,613 | |||||||||||||||
2010
Plan Shares(2)
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5,038,930 | $ | 17.01 |
(3)
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$ | 85,050,000 |
(3)
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$ | 6,064 |
(3)
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||||||
Total
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10,306,543 | $ | 17.01 |
(3)
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$ | 85,050,000 |
(3)
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$ | 6,064 |
(3)
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(1)
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The
Outstanding Award Shares are shares of the Registrant’s Common Shares that
are currently subject to outstanding awards under the Registrant’s 2000
Stock Awards Plan (the “2000 Plan”). Pursuant to the 2010 Omnibus
Incentive Compensation Plan (the “2010 Plan”), the Outstanding Award
Shares will become available for issuance under the 2010 Plan if such
Outstanding Award Shares under the 2000 Plan are forfeited on or after May
18, 2010 (the “Approval Date”), the date of approval of the 2010 Plan. The
Outstanding Award Shares were previously registered by the Registrant
under a Registration Statement on Form S-8 filed on January 23, 2001 (File
No. 333-54186) and a Registration Statement on Form S-8 filed on August
21, 2006 (File No. 333-136798) (collectively, the “2000 Plan Registration
Statements”) and the Registrant paid the required registration fees.
Pursuant to Interpretation 89 under Section G of the Manual of Publicly
Available Telephone Interpretations of the Division of Corporation Finance
of the Securities and Exchange Commission (July 1997) and Instruction E to
the General Instructions to Form S-8, the Registrant has carried forward
the registration fee for the Outstanding Award Shares. The Registrant has
concurrently filed post-effective amendments to the 2000 Plan Registration
Statements deregistering the Outstanding Award Shares under the 2000
Plan.
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(2)
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The
2010 Plan Shares are shares available for issuance under the 2010 Plan and
include (a) 5,000,000 Common Shares not previously registered and (b)
38,930 Common Shares that were subject to outstanding awards under the
2000 Plan and were forfeited after the Approval Date (the “2000 Plan
Forfeited Shares”). In accordance with the terms of the 2010 Plan, the
2000 Plan Forfeited Shares became available for issuance under the 2010
Plan. Such 2000 Plan Forfeited Shares were previously registered by the
Registrant under the 2000 Plan Registration Statements and, pursuant to
Interpretation 89 under Section G of the Manual of Publicly Available
Telephone Interpretations of the Division of Corporation Finance of the
Securities and Exchange Commission (July 1997) and Instruction E to the
General Instructions to Form S-8, the Registrant has carried forward the
registration fee for the 2000 Plan Forfeited
Shares.
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(3)
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Estimated,
pursuant to Rule 457(h), solely for the purpose of calculating the
registration fee for the 2010 Plan Shares not previously registered, based
on the average of the high and low sale prices of the Common Shares on the
New York Stock Exchange on July 29, 2010, which was $17.01, for a total
maximum offering price for such 5,000,000 Common Shares of
$85,050,000.
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4.1
-
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Restated
Articles of Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3.1 to the Registrant’s Registration Statement on
Form S-1 (Registration No. 33-46316) (the “Registration
Statement”)).
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4.2
-
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Amended
and Restated Bylaws of the Registrant (incorporated herein by reference to
Exhibit 99.2 to the Registrant’s Current Report on Form 8-K dated May 18,
2006 and filed on May 19, 2006 (Commission file number
1-10560)).
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4.3
-
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Amendment
to the Restated Articles of Incorporation of the Registrant adopted by the
shareholders of the Registrant on May 20, 1997 (incorporated by reference
to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 1998 (Commission file number
1-10560)).
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4.4
-
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Specimen
form of certificate evidencing the Common Share (incorporated herein by
reference to Exhibit 4.3 to the Registration
Statement).
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4.5
-
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Rights
Agreement dated December 11, 1998 between the Registrant and Harris Trust
and Savings Bank, as Rights Agent, together with the following exhibits
thereto: Exhibit A - Form of Statement of Resolution Establishing Series A
Cumulative Participating Preferred Stock of Benchmark Electronics, Inc.;
Exhibit B - Form of Right Certificate; and Exhibit C - Summary of Rights
to Purchase Preferred Stock of Benchmark Electronics, Inc. (incorporated
by reference to Exhibit 1 to the Registrant’s Form 8-A12B filed December
11, 1998 (Commission file number 1-10560)).
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4.6
-
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Amendment
No. 1 dated as of December 10, 2008, to the Rights Agreement dated as of
December 11, 1998 (incorporated by reference to Exhibit 4.1 to the
Registrant’s Form 8-K dated December 10, 2008 and filed on December 11,
2008 (Commission file number 1-10560)).
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4.7
-
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Amendment
No. 2 dated as of May 18, 2010, to the Rights Agreement dated as of
December 11, 1998, as amended by Amendment No. 1 dated as of December 10,
2008 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form
8-A12B/A filed May 25, 2010 (Commission file number
1-10560)).
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4.8
-
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Amendment
to the Restated Articles of Incorporation of the Registrant approved by
the shareholders of the Registrant on August 13, 2002 (incorporated by
reference to Exhibit 4.7 to the Registrant’s Form S-8 (Registration Number
333-103183)).
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4.9
-
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Amendment
to the Restated Articles of Incorporation of the Registrant approved by
the shareholders of the Registrant on May 10, 2006 (incorporated by
reference to Exhibit 99.1 to the Registrant’s Form 8-K dated October 16,
2006 and filed on October 16, 2006 (Commission file number
1-10560)).
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4.10
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Form
of option award agreement for use under the Plan.
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4.11
-
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Form
of restricted share award agreement for use under the
Plan.
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4.12
-
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Form
of restricted stock unit award agreement for use under the
Plan.
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5.1
-
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Opinion
of Counsel.
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23.1
-
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Consent
of KPMG LLP.
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23.2
-
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Consent
of Kenneth S. Barrow (included in Exhibit 5.1).
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99.1
-
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Benchmark
Electronics, Inc. 2010 Omnibus Incentive Compensation
Plan.
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BENCHMARK
ELECTRONICS, INC.
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||
By:
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Cary T. Fu
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Chief
Executive Officer
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Name
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Position
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Date
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||
Chairman
of the Board and
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||||
Cary T. Fu
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Chief
Executive Officer
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July 30, 2010
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Cary
T. Fu
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(principal
executive officer)
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|||
Donald F. Adam
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Chief
Financial Officer
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July 30, 2010
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Donald
F. Adam
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(principal
financial
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|||
and
accounting officer)
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||||
Michael R. Dawson
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Director
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July 30, 2010
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Michael
R. Dawson
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||||
Peter G. Dorflinger
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Director
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July 30, 2010
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Peter
G. Dorflinger
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||||
Douglas G. Duncan
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Director
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July 30, 2010
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Douglas
G. Duncan
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||||
Laura W. Lang
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Director
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July 30, 2010
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Laura
W. Lang
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||||
Bernee D.L. Strom
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Director
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July 30, 2010
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Bernee
D.L. Strom
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||||
Clay C. Williams
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Director
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July 30, 2010
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Clay
C. Williams
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BENCHMARK
ELECTRONICS, INC.
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||
By:
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/s/ Kenneth S. Barrow
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Kenneth
S. Barrow
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General
Counsel
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Exhibit
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|||
Number
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Description
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||
4.10
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Form
of option award agreement for use under the Plan.
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||
4.11
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Form
of restricted share award agreement for use under the
Plan.
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||
4.12
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Form
of restricted stock unit award agreement for use under the
Plan.
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||
5.1
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Opinion
of Counsel.
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||
23.1
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Consent
of KPMG LLP.
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||
23.2
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Consent
of Kenneth Barrow (included in the opinion filed as Exhibit 5.1
hereto).
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||
99.1
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Benchmark
Electronics, Inc. 2010 Omnibus Incentive Compensation
Plan.
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