- Amended Annual Report (10-K/A)
May 11 2009 - 4:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 10-K/A
Amendment
No.1
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
September 27, 2008
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission
file number: 0-21272
Sanmina-SCI
Corporation
(Exact name of registrant as specified in its charter)
Delaware
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77-0228183
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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2700 North First Street, San Jose,
CA
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95134
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(408) 964-3500
Securities registered pursuant to
Section 12(b) of the Exchange Act:
Common
Stock, $0.01 Par Value
Securities registered pursuant to
Section 12(g) of the Exchange Act:
None
(Title of Class)
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
o
No
x
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange Act. Yes
o
No
x
Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past
90 days. Yes
x
No
o
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the
preceeding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes
o
No
o
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the registrants knowledge,
in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this
Form 10-K.
o
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x
The aggregate value of Common Stock held by
non-affiliates of the Registrant was approximately $570,437,000 as of March 28,
2008 based upon the average of Registrants Common Stock reported for such date
on the NASDAQ National Market. Shares of Common Stock held by each executive
officer and director and by each entity who owns 5% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed to be
affiliates. The determination of affiliate status is not necessarily a
conclusive determination for other purposes. As of November 14, 2008, the
Registrant had outstanding 531,206,988 shares of Common Stock.
DOCUMENTS
INCORPORATED BY REFERENCE
Certain information is incorporated into Part III
of this report by reference to the Proxy Statement for the Registrants annual
meeting of stockholders held on January 26, 2009, which was filed with the
Securities and Exchange Commission pursuant to Regulation 14A within
120 days after the end of the fiscal year covered by this Form 10-K.
EXPLANATORY NOTE
The
Registrant is filing this Amendment No. 1 on Form 10-K/A to its
Annual Report on Form 10-K for the fiscal year ended September 27,
2008 (the Original Form 10-K) in order to amend Item 9 thereof solely to
include managements conclusion with respect to the effectiveness of the
Registrants internal control over financial reporting as of September 27,
2008 which was inadvertently omitted from the Original Form 10-K and to
clarify the conditions under which management determined its disclosure
controls and procedures to be effective as of September 27, 2008. No other
part of the Original Form 10-K is being amended hereby.
1
PART II
Item 9A.
Controls and Procedures
(a)
Managements
Report on Internal Control Over Financial Reporting
Our management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Exchange Act Rule 13a-15(f) under
the Securities Exchange Act of 1934, as amended, or the Exchange Act). Our
management, including our Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of the effectiveness of our internal control over
financial reporting as of September 27, 2008. In making this assessment,
our management used the criteria established in
Internal ControlIntegrated Framework
, issued by The
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our
management has concluded that, as of September 27, 2008, our internal
control over financial reporting was effective based on these criteria.
The
effectiveness of our internal control over financial reporting as of September 27,
2008 has been audited by KPMG LLP, an independent registered public
accounting firm, as stated in their report which is included in Item 15 of
this Annual Report on Form 10-K.
(b)
Changes
in Internal Control Over Financial Reporting
There was no
change in our internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the fiscal quarter ended September 27, 2008 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
(c)
Evaluation
of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls and procedures
will prevent all error and all fraud. Disclosure controls and procedures, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that their objectives are met. Further, the design of disclosure
controls and procedures must reflect the fact that there are resource
constraints, and the benefits of disclosure controls and procedures must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of disclosure controls and procedures can
provide absolute assurance that all disclosure control issues and instances of
fraud, if any, within the Company have been detected. Nonetheless, our Chief
Executive Officer and Chief Financial Officer have concluded that, as of September 27,
2008, (1) our disclosure controls and procedures were designed to provide
reasonable assurance of achieving their objectives, and (2) our disclosure
controls and procedures were effective to provide reasonable assurance that
information required to be disclosed in the reports we file and submit under
the Exchange Act is recorded, processed, summarized and reported as and when
required, and that such information is accumulated and communicated to our
management, including the Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding its required disclosure.
2
SIGNATURES
Pursuant to
the requirements of Section 13 or 15(d) 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.
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SANMINA-SCI CORPORATION
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Date: May 11, 2009
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(Registrant)
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By:
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/s/ Jure Sola
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Jure Sola,
Chairman
and Chief Executive Officer
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Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Jure
Sola
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Chief Executive Officer and Director
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May 11,
2009
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Jure Sola
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(Principal Executive Officer)
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/s/ Todd
Schull
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Senior Vice-President and Corporate
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May 11,
2009
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Todd Schull
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Controller (Principal Financial and
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Accounting Officer)
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/s/ Neil
Bonke
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Director
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May 8,
2009
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Neil Bonke
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/s/ Alain
Couder
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Director
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May 8,
2009
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Alain Couder
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/s/ John P.
Goldsberry
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Director
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May 11,
2009
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John P.
Goldsberry
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/s/ Joseph
Licata
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Director
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May 8,
2009
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Joseph
Licata
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Director
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May ,
2009
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Mario M.
Rosati
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/s/ A.
Eugene Sapp, Jr.
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Director
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May 8,
2009
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A. Eugene
Sapp, Jr.
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/s/ Wayne
Shortridge
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Director
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May 8,
2009
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Wayne
Shortridge
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Director
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May ,
2009
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Jackie M.
Ward
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3
EXHIBIT INDEX
Exhibit
Number
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Description
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31.1
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Certification
of the Principal Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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31.2
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Certification
of the Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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32.1*
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Certification
of the Principal Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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32.2*
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Certification
of the Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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*
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This
exhibit shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of
that Section, nor shall it be deemed incorporated by reference in any filings
under the Securities Act of 1933 or the Securities Exchange Act of 1934,
whether made before or after the date hereof and irrespective of any general
incorporation language in any filings.
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