Sanmina-Sci Corp - Current report filing (8-K)
July 02 2008 - 3:15PM
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
June 26, 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 June 26, 2008, Sanmina-SCI Corporation (the
Company) and its directly or indirectly wholly-owned foreign subsidiaries
listed below (the Subsidiaries) entered into a Revolving Trade Receivables
Purchase Agreement (the Receivables Purchase Agreement) with Deutsche Bank AG New York,
as administrative agent, pursuant to which certain of the Subsidiaries may sell
specified accounts receivable generated by them to the purchasers (the
Purchasers) listed in the Receivables Purchase Agreement from time to time during the term of the
Receivables Purchase Agreement, subject to satisfaction of the conditions set
forth in the Receivables Purchase Agreement. The maximum face amount of
accounts receivables of the Subsidiaries that may be outstanding at any time
under the Receivables Purchase Agreement is $250 million. The Receivables
Purchase Agreement permits the Subsidiaries to designate additional originators
of accounts receivable eligible for sale thereunder and for the Purchasers to
add or remove purchasers and to change individual purchase limits upon notice
and subject to certain other conditions.
The Subsidiaries party to the Receivables Purchase
Agreement are: (1) Sanmina-SCI Magyarország Elektronikai Gyártó Kft, a
limited liability company incorporated under the laws of the Republic of
Hungary, (2) Sanmina Magyarország Elektrotechnikai Részegységgyártó Kft, a
limited liability company incorporated under the laws of the Republic of
Hungary, (3) Sanmina-SCI EMS
Haukupudas OY, a limited liability company incorporated under the laws of the
Republic of Finland, (4) Sanmina-SCI Enclosure Systems OY, a limited
liability company incorporated under the laws of the Republic of Finland , (5) Sanmina-SCI
Systems Singapore Pte. Ltd, a limited liability company incorporated under the
laws of Singapore, (6) Sanmina-SCI Israel Medical Systems Ltd., a limited
liability company incorporated under the laws of Israel, (7) Sanmina-SCI
Systems Canada, Inc., a corporation incorporated under the laws of the
Province of Nova Scotia, Canada, (8) Sanmina-SCI Systems (Thailand) Ltd.,
a limited liability company organized and existing under the laws of the
Kingdom of Thailand and (9) Sanmina-SCI UK Ltd., a company organized and
existing with limited liability under the laws of England and Wales.
Purchase Price; Fees
. The purchase price for
receivables sold under the Receivables Purchase Agreement is equal to 100% of
their invoice/face amount. The Subsidiaries shall pay the Purchasers
interest during the period from the date receivables are sold until their
collection date. The Subsidiaries also are obligated to pay a commitment
fee based on the unused portion of the facility.
Subsidiary Indemnification Obligations
. The
Subsidiaries have agreed to indemnify the Purchasers for damages resulting from
certain claims, including the failure to grant the Purchasers a first priority
interest in the receivables being sold, disputes involving the validity of the
receivables being sold and the failure of the Subsidiaries to perform all of
their obligations under the Receivables Purchase Agreement. However, the
Purchasers are not indemnified against the risk of non-collection of
receivables caused by the insolvency or bankruptcy of the customer generating
the receivables. The Company has guaranteed the obligations of the Subsidiaries
under the Receivables purchase Agreement.
2
Term and Termination
. The Receivables Purchase
Agreement has a term of two years. However, upon the occurrence of a
termination event, the Purchasers have the option to terminate their
participation in the Receivables Purchase Agreement. This termination is
automatic in the case of certain bankruptcy events. The termination
events also include defaults by the Company or the Subsidiaries with respect to
certain indebtedness, the entry of certain judgments against the Company or the
Subsidiaries, the occurrence of a change in control involving the Company and
the failure by the Company or the Subsidiaries to observe or perform the
covenants contained in the Receivables Purchase Agreement.
This description of the Receivables Purchase
Agreement is qualified by the actual terms of such agreement. The Company will
include the Receivables Purchase Agreement as an exhibit to its Quarterly
Report on Form 10-Q for the fiscal quarter ending June 28, 2008,
which it expects to file with the Securities and Exchange Commission on or
before August 7, 2008.
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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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Date:
July 2, 2008
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SANMINA-SCI
CORPORATION
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By:
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/s/
Michael R. Tyler
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Michael
R. Tyler
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Executive
Vice President and
General Counsel
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