Flextronics International, LTD
Table of Contents

As filed with the Securities and Exchange Commission on November 20, 2002

Registration No. 333-



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

Flextronics International Ltd.

(Exact Name of Registrant as Specified in Its Charter)
     
Singapore
(State or Other Jurisdiction
of Incorporation or Organization)
  Not Applicable
(I.R.S. Employer
Identification No.)

36 Robinson Road #18-01, City House, Singapore 068877

(Address of Principal Executive Offices)

Registrant’s 1997 Employee Share Purchase Plan
(Full Title of the Plan)

Michael E. Marks

Chairman and Chief Executive Officer
Flextronics International Ltd.
36 Robinson Road #18-01
City House, Singapore 068877
(65) 6299-8888
(Name, Address and Telephone Number of Agent For Service)


Copies to:

     
Timothy Stewart, Esq.
Flextronics International Ltd.
c/o Flextronics International USA, Inc.
2090 Fortune Drive
San Jose, CA 95131
  David K. Michaels, Esq.
Cynthia E. Garabedian, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306

CALCULATION OF REGISTRATION FEE

                                                       
Title of   Amount   Proposed Maximum   Proposed        
Securities   to be   Offering Price   Maximum Aggregate   Amount of
to be Registered   Registered   Per Share   Offering Price   Registration Fee

 
 
 
 
Ordinary Shares, S$0.01 par value
    1,000,000 (1)   $ 7.09 (2)   $ 7,090,000.00     $ 653.00  


(1)   Pursuant to Rule 429 promulgated under the Securities Act, the prospectus relating to this Registration Statement also relates to the shares registered under the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on December 15, 1997 (Registration No. 333-42255), January 21, 2000 (Registration No. 333-95189) and February 16, 2001 (Registration No. 333-55850). A total of 2,400,000 shares issuable under the 1997 Employee Share Purchase Plan have previously been registered under the Securities Act.
(2)   Estimated solely for the purposes of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933 and based upon $8.34, the average of the high and low sales prices reported on the Nasdaq National Market on November 13, 2002. This amount has been multiplied by 85%, which is the percentage of the price per share applicable to purchases under the Registrant’s 1997 Employee Share Purchase Plan.



 


TABLE OF CONTENTS

ITEM 8. EXHIBITS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 4.02
EXHIBIT 5.01
EXHIBIT 23.03


Table of Contents

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

          This registration statement on Form S-8 registers an aggregate of 1,000,000 additional ordinary shares, par value S$0.01 each, reserved for issuance upon exercise of share options granted under the Registrant’s 1997 Employee Share Purchase Plan, pursuant to the terms of such plan. This registration statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on December 15, 1997 (Registration No. 333-42255), January 21, 2000 (Registration No. 333-95189) and February 16, 2001 (Registration No. 333-55850).

ITEM 8. EXHIBITS

                             
        Incorporated By Reference    
       
   
Exhibit               Filing   Exhibit   Filed
No.   Exhibit   Form   File No.   Date   No.   Herewith







  4.01   Memorandum and New Articles of Association of the Registrant.   10-Q   000-23354   02-09-01     3.1      
  4.02   Registrant’s 1997 Employee Share Purchase Plan                     X
  4.03   Indenture dated as of October 15, 1997 between Registrant and State Street Bank and Trust Company of California, N.A., as trustee.   8-K   000-23354   10-22-97     10.1      
  4.04   U.S. Dollar Indenture dated June 29, 2000 between the Registrant and Chase Manhattan Bank and Trust Company, N.A., as trustee.   10-Q   000-23354   08-14-00     4.1      
  4.05   Euro Indenture dated as of June 29, 2000 between Registrant and Chase Manhattan Bank and Trust Company, N.A., as trustee.   10-Q   000-23354   08-14-00     4.2      
  4.06   Credit Agreement dated as of March 8, 2002 among Flextronics International Ltd., the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for the lenders, ABN AMRO Bank N.V. and Fleet National Bank, as co-lead arrangers, Deutsche Banc Alex. Brown Inc., Bank of America, N.A., Citicorp USA, Inc. and Fleet National Bank, as co-syndication agents, The Bank of Nova Scotia, as senior managing agent, BNP Paribas and Credit Suisse First Boston, as managing agents, and Fleet National Bank, as the issue of letters of credit.*   10-K   000-23354   05-03-02     4.04      
  4.07   Credit Agreement dated as of March 8, 2002 among Flextronics International USA, Inc., the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for the lenders, ABN AMRO Bank N.V. and Fleet National Bank, as co-lead arrangers, Deutsche Banc Alex. Brown Inc., Bank of America, N.A., Citicorp USA, Inc. and Fleet National Bank, as co-syndication agents, The Bank of Nova Scotia, as senior managing agent, BNP Paribas and Credit Suisse First Boston, as managing agents, and Fleet National Bank, as the issue of letters of credit.*   10-K   000-23354   05-03-02     4.05      
  5.01   Opinion of Allen & Gledhill                     X
23.01   Consent of Allen & Gledhill (included in Exhibit 5.01)                     X
23.02   Consent of Arthur Andersen LLP.**                        
23.03   Consent of Deloitte & Touche LLP                     X
24.01   Power of Attorney (see page 2)                     X


*   Certain schedules have been omitted. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
**   Omitted in reliance on Rule 437a under the Securities Act of 1933.

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SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, 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 20th day of November, 2002.

         
  FLEXTRONICS INTERNATIONAL LTD.
 
    By:        /s/    Michael E. Marks
Michael E. Marks
Chairman of the Board,
Chief Executive Officer and
Authorized U.S. Representative

POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael E. Marks, Robert R.B. Dykes and Thomas J. Smach and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement (including any and all amendments, including post-effective amendments), 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 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, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

         
SIGNATURE   TITLE   DATE

 
 
/s/    Michael E. Marks
Michael E. Marks
  Chairman of the Board, and Chief Executive Officer (principal executive officer)   November 20, 2002
 
/s/    Robert R.B. Dykes
Robert R.B. Dykes
  President, Systems Group and Chief Financial Officer (principal financial officer)   November 20, 2002
 
/s/    Thomas J. Smach
Thomas J. Smach
  Vice President, Finance
(principal accounting officer)
  November 20, 2002
 
/s/    Michael J. Moritz
Michael J. Moritz
  Director   November 20, 2002
 
/s/    Richard L. Sharp
Richard L. Sharp
  Director   November 20, 2002
 

Patrick Foley
  Director    
 
/s/    Goh Thiam Poh Tommie
Goh Thiam Poh Tommie
  Director   November 20, 2002

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EXHIBIT INDEX

                             
        Incorporated By Reference    
       
   
Exhibit               Filing   Exhibit   Filed
No.   Exhibit   Form   File No.   Date   No.   Herewith







  4.01   Memorandum and New Articles of Association of the Registrant.   10-Q   000-23354   02-09-01     3.1      
  4.02   Registrant’s 1997 Employee Share Purchase Plan                     X
  4.03   Indenture dated as of October 15, 1997 between Registrant and State Street Bank and Trust Company of California, N.A., as trustee.   8-K   000-23354   10-22-97     10.1      
  4.04   U.S. Dollar Indenture dated June 29, 2000 between the Registrant and Chase Manhattan Bank and Trust Company, N.A., as trustee.   10-Q   000-23354   08-14-00     4.1      
  4.05   Euro Indenture dated as of June 29, 2000 between Registrant and Chase Manhattan Bank and Trust Company, N.A., as trustee.   10-Q   000-23354   08-14-00     4.2      
  4.06   Credit Agreement dated as of March 8, 2002 among Flextronics International Ltd., the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for the lenders, ABN AMRO Bank N.V. and Fleet National Bank, as co-lead arrangers, Deutsche Banc Alex. Brown Inc., Bank of America, N.A., Citicorp USA, Inc. and Fleet National Bank, as co-syndication agents, The Bank of Nova Scotia, as senior managing agent, BNP Paribas and Credit Suisse First Boston, as managing agents, and Fleet National Bank, as the issue of letters of credit.*   10-K   000-23354   05-03-02     4.04      
  4.07   Credit Agreement dated as of March 8, 2002 among Flextronics International USA, Inc., the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for the lenders, ABN AMRO Bank N.V. and Fleet National Bank, as co-lead arrangers, Deutsche Banc Alex. Brown Inc., Bank of America, N.A., Citicorp USA, Inc. and Fleet National Bank, as co-syndication agents, The Bank of Nova Scotia, as senior managing agent, BNP Paribas and Credit Suisse First Boston, as managing agents, and Fleet National Bank, as the issue of letters of credit.*   10-K   000-23354   05-03-02     4.05      
  5.01   Opinion of Allen & Gledhill                     X
23.01   Consent of Allen & Gledhill (included in Exhibit 5.01)                     X
23.02   Consent of Arthur Andersen LLP.**                        
23.03   Consent of Deloitte & Touche LLP                     X
24.01   Power of Attorney (see page 2)                     X


*   Certain schedules have been omitted. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
**   Omitted in reliance on Rule 437a under the Securities Act of 1933.

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