UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 DATED JANUARY 10, 2002
TO FORM 8-K FILED ON JANUARY 7, 2002
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 10, 2002 (December 27, 2001) Date of Report (Date of
earliest event reported)
SOLECTRON CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 1-11098 94-2447045
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 GIBRALTAR DRIVE, MILPITAS, CALIFORNIA 95035
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 957-8500
NOT APPLICABLE
(Former name or former address, if changed since last report.)
ITEM 5: OTHER EVENTS.
On December 26, 2001, Solectron Corporation (the "Registrant") filed a
Prospectus Supplement, dated December 20, 2001, to and with the Prospectus dated
August 29, 2001, included as part of the Registration Statement on Form S-3 of
the Registrant (Registration No. 333-64454-01) (the "Registration Statement"),
which Prospectus Supplement and Prospectus related to the offering of the
Registrant's 7.25% Adjustable Conversion-Rate Equity Security Units (the
"Units"). On December 20, 2001, the Registrant entered into an Underwriting
Agreement with Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Banc of
America Securities LLC, and J.P. Morgan Securities Inc. (the "Underwriters"),
relating to the offering and sale by the Registrant of up to 44,000,000 Units
(reflecting exercise in full of the Underwriters over-allotment option), under
the Registration Statement. Each Unit initially consists of (i) a purchase
contract under which the holder agreed to purchase from the Registrant and the
Registrant agreed to sell a specified amount of shares of the Registrant's
Common Stock on November 15, 2004 for $25 and (ii) $25 in principal amount of
the Registrant's debentures, which will initially bear an interest rate of
7.25%, due November 15, 2006. The debentures are subject to remarketing
approximately 33 months from the date of issuance, which may result in the reset
of the interest rate at that time. In connection with such offering, the
Registrant is filing certain exhibits as part of this Form 8-K. See "Item 7:
Financial Statements and Exhibits." A copy of certain agreements relating to the
offering are attached hereto as exhibits and are incorporated by reference
herein in their entirety.
This 8-K/A amends and restates the Form 8-K filed on January 7, 2002 in
its entirety.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
1.1* Underwriting Agreement dated December 20, 2001
between the Registrant and Goldman, Sachs & Co.,
Morgan Stanley & Co. Incorporated, Banc of
America Securities LLC, and J.P. Morgan
Securities Inc.
4.1** Subordinated Debt Securities Indenture dated as
of December 27, 2001 between the Registrant and
State Street Bank and Trust Company of
California, N.A. as Trustee.
4.2* First Supplemental Indenture dated as of December
27, 2001 between the Registrant and State Street
Bank and Trust Company of California, N.A. as
Trustee.
4.3* 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.
4.4* Form of Normal Units Certificate (included in
Exhibit 4.3).
4.5* Form of Stripped Units Certificate (included in
Exhibit 4.3).
4.6* Form of Subordinated Debenture (included in
Exhibit 4.2).
4.7* 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.
4.8* 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 Debentures.
4.8.1 Amendment No. 1 made and entered into as of
January 8, 2002 to 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 Debentures.
4.9* 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.
4.9.1 Amendment No. 1 made and entered into as of
January 8, 2002 to 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.
5.1* Opinion re legality of Wilson Sonsini Goodrich &
Rosati, Professional Corporation.
8.1* Opinion re tax matters of Wilson Sonsini Goodrich
& Rosati, Professional Corporation.
23.1* Consent of Wilson Sonsini Goodrich & Rosati,
Professional Corporation (included in Exhibits
5.1 and 8.1).
* Exhibit previously filed in Registrant's Form 8-K filed with the Securities
and Exchange Commission on January 7, 2002.
** Exhibit previously filed in Registrant's Form 8-K filed with the Securities
and Exchange Commission on January 7, 2002. Exhibit supersedes Exhibit 4.2
to the Registrant's Registration Statement on Form S-3 (Registration No.
333-6445-01) filed with the Securities and Exchange Commission on July 2,
2001.
SIGNATURES
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, thereunto duly authorized.
Date: January 10, 2002 Solectron Corporation
/s/ Kiran Patel
------------------------------------
Kiran Patel
Executive Vice President, Chief
Financial Officer
(Principal Financial and Accounting
Officer)
Exhibit Index
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
1.1* Underwriting Agreement dated December 20, 2001
between the Registrant and Goldman, Sachs & Co.,
Morgan Stanley & Co. Incorporated, Banc of
America Securities LLC, and J.P. Morgan
Securities Inc.
4.1** Subordinated Debt Securities Indenture dated as
of December 27, 2001 between the Registrant and
State Street Bank and Trust Company of
California, N.A. as Trustee.
4.2* First Supplemental Indenture dated as of December
27, 2001 between the Registrant and State Street
Bank and Trust Company of California, N.A. as
Trustee.
4.3* 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.
4.4* Form of Normal Units Certificate (included in
Exhibit 4.3).
4.5* Form of Stripped Units Certificate (included in
Exhibit 4.3).
4.6* Form of Subordinated Debenture (included in
Exhibit 4.2).
4.7* 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.
4.8* 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 Debentures.
4.8.1 Amendment No. 1 made and entered into as of
January 8, 2002 to 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 Debentures.
4.9* 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.
4.9.1 Amendment No. 1 made and entered into as of
January 8, 2002 to 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.
5.1* Opinion re legality of Wilson Sonsini Goodrich &
Rosati, Professional Corporation.
8.1* Opinion re tax matters of Wilson Sonsini Goodrich
& Rosati, Professional Corporation.
23.1* Consent of Wilson Sonsini Goodrich & Rosati,
Professional Corporation (included in Exhibits
5.1 and 8.1).
* Exhibit previously filed in Registrant's Form 8-K filed with the Securities
and Exchange Commission on January 7, 2002.
** Exhibit previously filed in Registrant's Form 8-K filed with the Securities
and Exchange Commission on January 7, 2002. Exhibit supersedes Exhibit 4.2
to the Registrant's Registration Statement on Form S-3 (Registration No.
333-64454-01) filed with the Securities and Exchange Commission on July 2,
2001.