8-K 1 g70532e8-k.txt SCI SYSTEMS, INC. 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): JULY 16, 2001 (JULY 13, 2001) ------------------------------- SCI SYSTEMS, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-2251 63-0583436 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2101 WEST CLINTON AVENUE, HUNTSVILLE, ALABAMA 35805 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (256) 882-4603 ------------------------------ NOT APPLICABLE -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 ITEM 5. OTHER EVENTS On July 13, 2001, SCI Systems, Inc. (the "Company") entered into an Agreement and Plan of Reorganization by and among the Company, Sanmina Corporation ("Sanmina") and Sun Acquisition Subsidiary, Inc., a wholly-owned subsidiary of Sanmina (the "Merger Sub"), pursuant to which the Merger Sub will be merged into and with the Company, as a result of which holders of common stock of the Company will be entitled to exchange each share of common stock of the Company owned by them for 1.36 shares of common stock of Sanmina. Certain affiliates of each of the Company and Sanmina will enter into voting agreements pursuant to which they will agree, subject to the terms of the voting agreements, to retain their shares of common stock of the Company or Sanmina, as the case may be, until the date of the merger and agree to vote such shares in favor of the merger. A copy of the Merger Agreement and the forms of voting agreements are filed as exhibits to this Current Report on Form 8-K. Also filed as exhibits to this Current Report on Form 8-K is a copy of the press release dated July 16, 2001 announcing the proposed merger. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. -------- 4.1. Agreement and Plan of Reorganization by and among Sanmina Corporation, Sun Acquisition Subsidiary, Inc. and SCI Systems, Inc. dated as of July 13, 2001. 99.1 Joint press release dated July 16, 2001 issued by Sanmina Corporation and SCI Systems, Inc.

4 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. Date: July 16, 2001 SCI SYSTEMS, INC. By: /s/ Michael M. Sullivan ----------------------------------------- Name: Michael M. Sullivan Title: General Counsel and Secretary 5 EXHIBIT INDEX

~~FORM~~NO. 8DESCRIPTION -K -- ----------- 4.1. Agreement and Plan of Reorganization by and among Sanmina Corporation, Sun Acquisition Subsidiary, Inc. and SCI Systems, Inc. dated as of July 13, 2001. 99.1 Joint press release dated July 16, 2001 issued by Sanmina Corporation and SCI Systems, Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2000

SCI SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware		0-2251		63-0583436
(State or other jurisdiction of incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

2101 West Clinton Avenue, Huntsville, Alabama		35805
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (256) 882-4603

Not Applicable

(Former name or former address, if changed since last report.)

Item 5. Other Events

On December 20, 2000 The Board of Directors of SCI Systems, Inc. (the “Company”) declared a dividend distribution of one right (a “Right”) for each outstanding share of Common Stock, par value $.10 per share (the “Common Shares”), of the Company. The distribution is payable on January 2, 2001 (the “Record Date”) to the shareholders of record as of the close of business on the Record Date. Each Right entitles the registered holder to purchase from the Company one share of Common Stock of the Company at a price of $240 per Common Share (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, dated as of December 20, 2000 (the “Rights Agreement”), between the Company and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”).

Until the earliest to occur of (i) the close of business on the tenth business day (or such later date as may be specified by the Board of Directors) following a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding Common Shares (an “Acquiring Person”), (ii) the close of business on the tenth business day (or such later date as may be specified by the Board of Directors) following the commencement of a tender offer or exchange offer by a person or group of affiliated or associated persons, the consummation of which would result in beneficial ownership by such person or group of 15% or more of the outstanding Common Shares, or (iii) the close of business on the tenth business day following the first date of public announcement of the first occurrence of a Flip-in Event or a Flip-over Event (as such terms are hereinafter defined) (the earliest of such dates being hereinafter called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificates.

The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares in respect of which Rights have been issued will also constitute the transfer of the Rights associated with the Common Shares represented by such certificates. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (the “Right Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.

No Right is exercisable at any time prior to the Distribution Date. The Rights will expire on December 20, 2010 (the “Final Expiration Date”) unless earlier redeemed or exchanged by the Company as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including without limitation the right to vote or to receive dividends.

The Purchase Price payable, the number of outstanding Rights and the number of Common Shares or other securities issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or

reclassification of, the Common Shares, (ii) upon the grant to holders of the Common Shares of certain rights or warrants to subscribe for or purchase Common Shares at a price, or securities convertible into Common Shares with a conversion price, less than the then current market price of the Common Shares, or (iii) upon the distribution to holders of the Common Shares of evidences of indebtedness or cash (excluding regular periodic cash dividends), assets, stock (excluding dividends payable in Common Shares) or of subscription rights or warrants (other than those referred to above).

In the event (a “Flip-in Event”) that (i) any person or group of affiliated or associated persons becomes the beneficial owner of 20% or more of the outstanding Common Shares, (ii) any Acquiring Person merges into or combines with the Company and the Company is the surviving corporation or any Acquiring Person effects certain other transactions with the Company, as described in the Rights Agreement, or (iii) during such time as there is an Acquiring Person, there shall be any reclassification of securities or recapitalization or reorganization of the Company which has the effect of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries beneficially owned by the Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights that are or were owned beneficially by the Acquiring Person (which, from and after the later of the Distribution Date and the date of the earliest of any such events, will be void), will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Right, that number of Common Shares (or, under certain circumstances, an economically equivalent security or securities of the Company) having a market value of two times the exercise price of the Right.

To illustrate the operation of such an adjustment, at a Purchase Price of $240, assuming the current market price (as determined pursuant to the provisions of the Rights Agreement) per Common Share were $30, each Right not owned beneficially by an Acquiring Person at or after the time of such an occurrence would entitle its holder to purchase (after the Distribution Date) from the Company 16 Common Shares (having a market value of $480) for $240.

In the event (a “Flip-over Event”) that, following the first date of public announcement that a person has become an Acquiring Person, (i) the Company merges with or into any person and the Company is not the surviving corporation, (ii) any person merges with or into the Company and the Company is the surviving corporation, but its Common Shares are changed or exchanged, or (iii) 50% or more of the Company’s assets or earning power, including without limitation securities creating obligations of the Company, are sold, proper provision shall be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock (or, under certain circumstances, an economically equivalent security or securities) of such other person which at the time of such transaction would have a market value of two times the exercise price of the Right.

At any time after the later of the Distribution Date and the first occurrence of a Flip-in Event or a Flip-over Event and prior to the acquisition by any person or group of affiliated or associated persons of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than any Rights which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment).

With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment in the Purchase Price of at least 1%. The Company is not required to issue fractional Common Shares or other securities issuable upon the exercise of Rights. In lieu of issuing such securities, the Company may make a cash payment, as provided in the Rights Agreement.

The Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the “Redemption Price”), at any time prior to the close of business on the later of (i) the Distribution Date and (ii) the first date of public announcement that a person has become an Acquiring Person. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

The Rights Agreement may be amended by the Company without the approval of any holders of Right Certificates, including amendments which add other events requiring adjustment to the Purchase Price payable and the number of Common Shares or other securities issuable upon the exercise of the Rights or which modify procedures relating to the redemption of the Rights, provided that no amendment may be made which decreases the stated Redemption Price or the period of time remaining until the Final Expiration Date or which modifies a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable.

The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company on terms not approved by the Board of Directors, except pursuant to an offer conditioned on a substantial number of Rights being acquired. The Rights should not interfere with any merger or other business combination approved by the Board of Directors since (subject to the limitations described above) the Rights may be redeemed by the Company at the Redemption Price prior to the time that the Rights would otherwise become exercisable, or if later, the time that a person or group has become an Acquiring Person.

The Rights Agreement, (which includes the form of Right Certificate and Summary of Rights to Purchase Common Stock as exhibits thereto) is filed as an exhibit to the Company’s Registration Statement on Form 8-A dated December 22, 2000 and incorporated by reference herein.

Item 7. Financial Statements and Exhibits

4.1		Rights Agreement dated as of December 20,2000 (incorporated by reference to Exhibit 2 to the Company’s Registration Statement on Form 8-A dated December 22, 2000).
4.2		Form of Rights Certificate (incorporated by reference to Exhibit A to Exhibit 2 to the Company’s Registration Statement on Form 8-A dated December 22, 2000).
4.3		Summary of Rights to Purchase Common Stock (incorporated by reference to Exhibit B to Exhibit 2 to the Company’s Registration Statement on Form 8-A dated December 22, 2000).

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.

Date: December 22, 2000	SCI SYSTEMS, INC.
	By:	/s/	Michael M. Sullivan
			Name:	Michael M. Sullivan
			Title:	General Counsel and Secretary

EXHIBIT INDEX

No.		Description
4.1		Rights Agreement dated as of December 20,2000 (incorporated by reference to Exhibit 2 to the Company’s Registration Statement on Form 8-A dated December 22, 2000).
4.2		Form of Rights Certificate (incorporated by reference to Exhibit A to Exhibit 2 to the Company’s Registration Statement on Form 8-A dated December 22, 2000).
4.3		Summary of Rights to Purchase Common Stock (incorporated by reference to Exhibit B to Exhibit 2 to the Company’s Registration Statement on Form 8-A dated December 22, 2000).

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