UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Sanmina-SCI Corporation
(Name of Subject Company (Issuer) and Filing Person (as Offeror))
Zero Coupon Convertible Subordinated Debentures due 2020
(Title of Class of Securities)
800907AD9
800907AC1
(CUSIP Numbers of Class of Securities)
Jure Sola
Chairman and Chief Executive Officer
Sanmina-SCI Corporation
2700 North First Street
San Jose, California 95134
(408) 964-3500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Christopher D. Mitchell, Esq.
Michael A. Occhiolini, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF FILING FEE
Transaction Valuation* |
Amount of Filing Fee |
|
---|---|---|
$399,999,900 | $47,080 | |
Amount Previously Paid: | $47,080 | Filing Party: | Sanmina-SCI Corporation | |||
Form or Registration No.: | Schedule TO | Date Filed: | February 17, 2005 |
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Amendment No. 4 (the "Amendment") to the Tender Offer Statement on Schedule TO originally filed on February 17, 2005, as amended on February 24, 2005, March 2, 2005 and March 21, 2005 (the "Schedule TO"), relates to the offer by Sanmina-SCI Corporation, a Delaware corporation (the "Company"), to purchase up to $735,632,000 aggregate principal amount at maturity of its outstanding Zero Coupon Convertible Subordinated Debentures due 2020 (the "Debentures") at a purchase price of $543.75 for each $1,000 principal amount at maturity of Debentures. This Amendment is being filed by the Company. The Company's offer for the Debentures is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 17, 2005, as amended by Amendment No. 1 to the Schedule TO filed on February 24, 2005 and as supplemented by that Supplement to Offer to Purchase filed on March 2, 2005 (the "Offer to Purchase"), and in the related Letter of Transmittal (the "Letter of Transmittal") (which, with respect to the Debentures, as amended or supplemented from time to time, together constitute the "Offer"). Copies of the Offer to Purchase and the Letter of Transmittal were previously filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO. The Offer expired at 12:00 midnight, New York City time, on Friday, March 18, 2005. This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) and the disclosure requirements of Rule 13e-4(d) promulgated under the Securities Exchange Act of 1934, as amended.
All of the information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated by reference in this Amendment in response to all applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided for herein.
Item 11. Additional Information
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:
(a)(5)(C) | Press Release entitled "Sanmina-SCI Announces Final Results of Tender Offer for Zero Coupon Convertible Subordinated Debentures due 2020," issued by Sanmina-SCI Corporation, dated March 25, 2005. |
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
SANMINA-SCI CORPORATION | ||||
By: |
/s/ DAVID L. WHITE |
|||
Name: | David L. White | |||
Title: | Executive Vice President of Finance and Chief Executive Officer |
Dated: March 25, 2005
2
(a)(1)(A) | Offer to Purchase dated February 17, 2005.* | |
(a)(1)(B) | Letter of Transmittal dated February 17, 2005.* | |
(a)(1)(C) | Notice of Guaranteed Delivery.* | |
(a)(1)(D) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(E) | Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(F) | Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9.* | |
(a)(1)(G) | Supplement to Offer to Purchase dated March 2, 2005.* | |
(a)(5)(A) | Press Release entitled "Sanmina-SCI Announces Tender Offer to Repurchase Zero Coupon Convertible Subordinated Debentures due 2020," issued by Sanmina-SCI Corporation, dated February 17, 2005.* | |
(a)(5)(B) | Press Release entitled "Sanmina-SCI Announces Preliminary Results of Tender Offer for Zero Coupon Convertible Subordinated Debentures due 2020," issued by Sanmina-SCI Corporation, dated March 21, 2005.* | |
(a)(5)(C) | Press Release entitled "Sanmina-SCI Announces Final Results of Tender Offer for Zero Coupon Convertible Subordinated Debentures due 2020," issued by Sanmina-SCI Corporation, dated March 25, 2005. | |
(b) | Indenture, dated as of February 24, 2005, among the Company, certain guarantors and U.S. Bank National Association, as Trustee, incorporated by reference from Exhibit 4.1 of the Company's Current Report on Form 8-K filed on February 24, 2005.* | |
(d)(1) | Indenture, dated as of September 12, 2000, between the Company and Wells Fargo Bank, N.A., as successor by merger to Wells Fargo Bank Minnesota, National Association, as Trustee, incorporated by reference from Exhibit 4.1 of the Company's Registration Statement on Form S-3 filed on November 20, 2000.* | |
(d)(2) | Registration Rights Agreement, dated as of September 12, 2000, between the Company and the placement agents named therein, incorporated by reference from Exhibit 4.3 of the Company's Registration Statement on Form S-3 filed on November 20, 2000.* | |
(g) | None. | |
(h) | None. |