UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FLEXTRONICS INTERNATIONAL LTD.
(Name of Subject Company (Issuer) and Filing Person (Offeror)
Options to Purchase Ordinary Shares, no par value
(Title of Class of Securities)
Y2573F102
(CUSIP Number of Ordinary Shares Underlying Class of Securities)
Michael M. McNamara
Chief Executive Officer
Flextronics International Ltd.
One Marina Boulevard, #28-00
Singapore 018989
(65) 6890-7188
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the filing persons)
With copies to:
Jeffrey N. Ostrager, Esq.
Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue
New York, New York 10178
(212) 696-6000
CALCULATION OF FILING FEE
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Amount of Filing Fee(*) |
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Not applicable |
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Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection
with this filing as it contains only preliminary communications made before the commencement
of a tender offer. |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: Not applicable
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Form or Registration No.: Not applicable |
Filing Party: Not applicable
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Date Filed: Not applicable |
Form or Registration No.: Not applicable |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which this statement relates:
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third party tender offer subject to Rule 14d-1
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going-private transaction subject to Rule 13e-3 |
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issuer tender offer subject to Rule 13e-4
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amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
Explanatory Note
On May 21, 2009, Flextronics International Ltd. (the “Company”) filed a Preliminary Proxy Statement
for its Extraordinary General Meeting of Shareholders of the Company expected to be held in June
2009, at which the Company’s shareholders will vote on a
proposal to approve amendments to certain of the Company’s stock incentive plans to allow a
one-time stock option exchange program for eligible employees of the Company and its subsidiaries
(the “Option Exchange Program”). In connection with the Option Exchange Program, the Company is
herewith filing an Option Exchange Program Q&A posted to the
Company's intranet on May 22, 2009.
Additional Information About the Option Exchange Program and Where to Find It
The
Company has not initiated the Option Exchange Program
and will not do so unless it receives approval from its shareholders
at its Extraordinary General Meeting of Shareholders of the Company
expected to be held in June 2009. If and when the Option Exchange Program is commenced by the
Company, the Company will provide the eligible participants with written materials explaining the
terms of the Option Exchange Program. Persons who are eligible to participate in the Option
Exchange Program should read these materials carefully, because they will contain important
information about the Option Exchange Program.
The Company’s shareholders and option holders will be able to obtain the written materials
described above and other documents filed by the Company with the SEC free of charge from the SEC’s
website at www.sec.gov. In addition, shareholders and option holders may obtain free copies of the
documents filed by the Company with the SEC by writing the Company at its principal U.S. offices
at: Flextronics International Ltd., 2090 Fortune Dr., San Jose, California 95131 U.S.A.
Item 12. Exhibits.
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Description |
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99.1 |
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Option Exchange Program Q&A, dated May 22, 2009. |
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