Sanmina-Sci Corp - Current report filing (8-K)
May 01 2008 - 11:58AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
April 25, 2008
Date of Report (Date of earliest event reported)
SANMINA-SCI CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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000-21272
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77-0228183
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2700 North First Street
San Jose, California 95134
(Address of principal executive offices)
(408) 964-3500
(Registrants telephone number, including area code)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01
Entry into a Material
Definitive Agreement
On April 25,
2008, Sanmina-SCI USA, Inc., Sanmina-SCI Systems Services de Mexico S.A.
de C.V. and Sanmina-SCI Systems de Mexico S.A. de C.V. (all of which are
directly or indirectly wholly-owned subsidiaries of Sanmina-SCI Corporation and
all of which are collectively referred to as the Sellers) entered into an
Asset Purchase Agreement (the Purchase Agreement) with Lenovo (Singapore)
Pte. Ltd. and Lenovo Centro Tecnologico, SdeRL de C.V. (collectively, the Buyer). The Purchase Agreement provides that, upon
the terms and subject to the conditions therein, Buyer will purchase certain
assets of Sellers personal computing business located in Monterrey, Mexico
(the Business) and assume certain specified liabilities relating to the
Business for total consideration equal to the net book value of the assets
being sold plus a specified premium (the Transaction).
The Purchase
Agreement contains customary representations and warranties, covenants by
Sellers regarding the operation of the Business between the signing of the
Purchase Agreement and the closing of the Transaction, and indemnification
provisions whereby each party agrees to indemnify the other for breaches of
representations and warranties, breaches of covenants and other matters.
The Transaction is
subject to certain closing conditions, including those relating to the accuracy
of representations and warranties, compliance with covenants, absence of any
material adverse changes, receipt of any required contractual consents, acceptance
of employment with the Buyer of a specified number of employees of Sellers,
amendment of certain Seller contracts and entry into a transition services
agreement among Sellers and Buyer and anticipated to be assigned by Sellers to Foxteq
Holdings, Inc., a member of the Foxconn Technology Group for the provision
of certain transitional services to Buyer for a limited period following the
closing of the Transaction. The Transaction is expected to close in
Sanmina-SCI Corporations third fiscal quarter ending June 28, 2008.
The description of
the Purchase Agreement is qualified in its entirety by the contents of the
Purchase Agreement which Sanmina-SCI Corporation expects to file as an exhibit
to its Quarterly Report on Form 10-Q for its fiscal quarter ending March 29,
2008.
This report
contains forward-looking statements, including those related to the timing of
the closing of the Transaction. These statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those projected in this report, including failure to obtain consents
required to consummate the Transaction, failure of the requisite number of
Seller employees to accept employment with Buyer, and failure of the parties
and Foxteq to agree upon the principal terms of the contemplated transition
services agreement. No assurances are made that these results will be
achieved.
2
SIGNATURE
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 hereunto duly
authorized.
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SANMINA-SCI CORPORATION
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By:
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/s/
David L. White
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David L. White
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Executive Vice
President and
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Chief Financial Officer
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Date: April 30, 2008
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