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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| Transaction Valuation(*) |
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Amount of Filing Fee(*) |
| Not applicable
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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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o third party tender offer subject to Rule 14d-1
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o going-private transaction subject to Rule 13e-3 |
þ issuer tender offer subject to Rule 13e-4
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o 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 June 3, 2009, Flextronics International Ltd. (the “Company”) filed its Notice of Extraordinary
General Meeting of Shareholders and Definitive Proxy Statement for the Extraordinary General
Meeting of Shareholders of the Company to be held on July 13, 2009 (the “Proxy Statement”) 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 the Proxy Statement.
Additional Information About the Option Exchange Program and Where to Find It
The Proxy Statement does not constitute an offer to holders of the Company’s outstanding stock
options to exchange those options. If the Option Exchange Program is approved by the Company’s
shareholders and, 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.
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| Exhibit |
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Description |
99.1
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Notice of Extraordinary General Meeting of Shareholders and
Proxy Statement for the Extraordinary General Meeting of
Shareholders to be held on July 13, 2009 (incorporated by
reference to the Definitive Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on June 3, 2009) |
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