What is the primary purpose of this 8-K filing?

This 8-K filing is primarily to report the issuance of unregistered equity securities by Flextronics International Ltd. as part of acquisitions.

What is the significance of issuing shares under Section 3(a)(10) or Section 4(2) of the Securities Act?

Issuing shares under Section 3(a)(10) or Section 4(2) generally means these shares are not registered with the SEC. Section 3(a)(10) requires a fairness hearing to ensure the transaction is fair to all parties, while Section 4(2) provides an exemption for private placements to sophisticated investors. This means these shares may have resale restrictions.

How will the value of the shares issued for the multimedia company be determined?

The shares will be valued based on the average closing price of Flextronics' ordinary shares on the NASDAQ National Market for the twenty trading-day period ending five days before the closing date of the merger.

Are there any conditions or potential adjustments to the share issuance for the multimedia acquisition?

Yes, a portion of the shares will be held back to secure indemnification obligations. Additionally, the total number of shares issuable at closing is subject to adjustment based on certain conditions, and shares valued up to $5 million may be issued post-closing if performance objectives are met.

FLEX 8-K: Securities & Listing

Summary

This 8-K filing from Flextronics International Ltd. (FLEX) on October 28, 2004, details the issuance of unregistered equity securities. The company announced an agreement to acquire a privately-held multimedia applications company for approximately $33 million in ordinary shares. The share valuation will be based on the average NASDAQ closing price over a specific period prior to closing, with a portion held back for indemnification and potential post-closing adjustments up to $5 million. This issuance is expected to rely on the Section 3(a)(10) exemption from registration, requiring a fairness hearing in California. Additionally, the filing discloses two prior equity issuances: 2,807,188 ordinary shares issued on September 1, 2004, for the acquisition of Sheldahl (flexible interconnect products) under Section 4(2) exemption, and an agreement on August 26, 2004, to issue ordinary shares valued at approximately $32 million for a communications software and services company, also under the Section 4(2) exemption. These transactions represent FLEX's use of stock for strategic acquisitions.

Key Highlights

1Flextronics to acquire a multimedia applications company for approximately $33 million in ordinary shares.
2Share issuance for the multimedia acquisition will be valued based on a 20-day average NASDAQ closing price, with potential adjustments.
3A portion of shares for the multimedia acquisition will be held back for indemnification, and up to $5 million in additional shares may be issued based on performance.
4The multimedia acquisition is anticipated to be structured under the Section 3(a)(10) exemption, requiring a California fairness hearing.
5On September 1, 2004, FLEX issued 2,807,188 ordinary shares for the acquisition of Sheldahl, relying on the Section 4(2) exemption.
6On August 26, 2004, FLEX agreed to issue approximately $32 million in ordinary shares for a communications software/services company, also under the Section 4(2) exemption.

FLEX LTD. 8-K Report, Unregistered Securities Sale (Oct 28, 2004)

Summary

Key Highlights

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