UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
Amendment No. 1 dated January 7, 2001
to Form 8-A filed on December 19, 2001
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Solectron Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 94-2447045
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
777 Gibraltar Drive
Milpitas, California 95035
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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7.25% Adjustable Conversion-Rate New York Stock Exchange, Inc.
Security Units
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-64454-01
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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The undersigned registrant hereby amends the Form 8-A originally filed
on December 19, 2001 (the "Form 8-A") relating to the creation of 7.25%
Adjustable Conversion-Rate Equity Security Units of Solectron Corporation (the
"Registrant") to read in its entirety as set forth herein.
Item 1. Description of Registrant's Securities to be Registered
The class of securities to be registered are 7.25% Adjustable
Conversion-Rate Equity Security Units (the "Units") of the Registrant. For a
description of the Units, reference is made to the Registration Statement on
Form S-3 (Registration No. 333-64454-01) filed with the Securities and Exchange
Commission (the "Commission") on July 2, 2001 by the Registrant, Amendment No. 1
thereto filed with the Commission on August 6, 2001, and Amendment No. 2 thereto
filed with the Commission on August 28, 2001 (the "Registration Statement"), and
the Prospectus Supplement, dated December 20, 2001, which specifically describes
the Units and supplements the Prospectus dated August 29, 2001 that is included
in and forms a part of the Registration Statement, which Prospectus Supplement
and Prospectus were filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended. Such description is incorporated herein by reference.
The Registrant's class of Common Stock which underlies the purchase
contracts, which purchase contracts constitute an element of the Units, has
already been registered on Form 8-A.
Item 2. Exhibits
The following exhibits to this Registration Statement on Form 8-A have
been filed as exhibits to the Form 8-K filed by the Registrant on January 7,
2001 and are hereby incorporated herein by reference.
1. Subordinated Debt Securities Indenture dated as of December 27, 2001
between the Registrant and State Street Bank and Trust Company of
California, N.A. (incorporated by reference from Exhibit 4.1 of
Registrant's Current Report on Form 8-K filed with the Commission on
January 7, 2002).
2. First Supplemental Indenture dated as of December 27, 2001 between the
Registrant and State Street Bank and Trust Company of California, N.A.
(incorporated by reference from Exhibit 4.2 of Registrant's Current
Report on Form 8-K filed with the Commission on January 7, 2002).
3. Purchase Contract Agreement dated as of December 27, 2001 between the
Registrant and State Street Bank and Trust Company of California, N.A.,
as purchase contract agent (incorporated by reference from Exhibit 4.3
of Registrant's Current Report on Form 8-K filed with the Commission on
January 7, 2002).
4. Form of Normal Units Certificate (included in Exhibit 3).
5. Form of Stripped Units Certificate (included in Exhibit 3).
6. Form of Subordinated Debenture (included in Exhibit 2).
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7. Pledge Agreement dated as of December 27, 2001 among the Registrant,
U.S. Bank Trust, N.A., as collateral agent, custodial agent and
securities intermediary, and State Street Bank and Trust Company of
California, N.A., as purchase contract agent (incorporated by reference
from Exhibit 4.6 of Registrant's Current Report on Form 8-K filed with
the Commission on January 7, 2002).
8. Pledge Agreement dated as of December 27, 2001 between the Registrant
and State Street Bank and Trust Company of California, N.A., as the
Trustee for the holders of the Notes (incorporated by reference from
Exhibit 4.7 of Registrant's Current Report on Form 8-K filed with the
Commission on January 7, 2002).
9. Control Agreement dated as of December 27, 2001 between the Registrant
and State Street Bank and Trust Company of California, N.A, as Trustee
and as securities intermediary and depository bank (incorporated by
reference from Exhibit 4.9 of Registrant's Current Report on Form 8-K
filed with the Commission on January 7, 2002).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: January 7, 2002 Solectron Corporation
By: /s/ Kiran Patel
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Kiran Patel, Executive Vice President,
Chief Financial Officer
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EXHIBIT LIST
1. Subordinated Debt Securities Indenture dated as of December 27, 2001
between the Registrant and State Street Bank and Trust Company of
California, N.A. (incorporated by reference from Exhibit 4.1 of
Registrant's Current Report on Form 8-K filed with the Commission on
January 7, 2002).
2. First Supplemental Indenture dated as of December 27, 2001 between the
Registrant and State Street Bank and Trust Company of California, N.A.
(incorporated by reference from Exhibit 4.2 of Registrant's Current
Report on Form 8-K filed with the Commission on January 7, 2002).
3. Purchase Contract Agreement dated as of December 27, 2001 between the
Registrant and State Street Bank and Trust Company of California, N.A.,
as purchase contract agent (incorporated by reference from Exhibit 4.3
of Registrant's Current Report on Form 8-K filed with the Commission on
January 7, 2002).
4. Form of Normal Units Certificate (included in Exhibit 3).
5. Form of Stripped Units Certificate (included in Exhibit 3).
6. Form of Subordinated Debenture (included in Exhibit 2).
7. Pledge Agreement dated as of December 27, 2001 among the Registrant,
U.S. Bank Trust, N.A., as collateral agent, custodial agent and
securities intermediary, and State Street Bank and Trust Company of
California, N.A., as purchase contract agent (incorporated by reference
from Exhibit 4.7 of Registrant's Current Report on Form 8-K filed with
the Commission on January 7, 2002).
8. Pledge Agreement dated as of December 27, 2001 between the Registrant
and State Street Bank and Trust Company of California, N.A., as the
Trustee for the holders of the Notes (incorporated by reference from
Exhibit 4.8 of Registrant's Current Report on Form 8-K filed with the
Commission on January 7, 2002).
9. Control Agreement dated as of December 27, 2001 between the Registrant
and State Street Bank and Trust Company of California, N.A, as Trustee
and as securities intermediary and depository bank (incorporated by
reference from Exhibit 4.9 of Registrant's Current Report on Form 8-K
filed with the Commission on January 7, 2002).