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As filed with the Securities and Exchange Commission on October
7, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLEXTRONICS INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
(Company Registration Number:
199002645H)
2 Changi South Lane,
Singapore 486123
(65) 6876 9899
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
NEXTracker Inc. Amended and Restated 2014 Equity Incentive
Plan
(Full title of the plan)
Jonathan S. Hoak
Executive Vice President and General Counsel
Flextronics International Ltd.
2 Changi South Lane
Singapore 486123
(65) 6876 9899
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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 the definitions of large
accelerated filer, accelerated filer, and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):
CALCULATION OF REGISTRATION FEE
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as
amended (the
Securities Act), this Registration Statement also covers any
additional securities that may be offered or issued as part of any
stock split, stock dividend or similar transaction.
(2) As contemplated by the Agreement and Plan of Merger (the
Merger Agreement), dated as of September 2, 2015, by and
among Flextronics International USA, Inc., a California corporation
(
Flex USA), Hunter Acquisition Corp., a Delaware corporation
and wholly owned subsidiary of Flex USA, NEXTracker Inc., a
Delaware corporation (
NEXTracker), and Fortis Advisors LLC, as the securityholders
agent, Flextronics International Ltd., the indirect sole
shareholder of Flex USA (the
Company), has assumed all of the outstanding, unvested
restricted stock units and outstanding, unvested options to
purchase shares of common stock of NEXTracker granted under the
NEXTracker Inc. Amended and Restated 2014 Equity Incentive Plan, in
each case subject to applicable vesting schedules and conditions.
The assumed restricted stock units and options will be settled or
exercisable solely in ordinary shares of the Company, with
appropriate adjustments to the number of shares and, in the case of
assumed options, the exercise price, in accordance with the terms
of the Merger Agreement, and each assumed restricted stock unit
award and option award entitles the holder of the award to
additional ordinary shares of the Company upon the satisfaction of
certain earnout conditions set forth in the Merger Agreement.
(3) Calculated using the average of the high and low prices of
the Registrants ordinary shares as reported on the NASDAQ Global
Select Market on October 2, 2015 pursuant to Rules 457(c)
and...
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