As filed with the Securities and Exchange Commission on May 1, 2024
Registration No. 333- _______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SANMINA CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0228183
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2700 North First Street
San Jose, California 95134
(Address of principal executive offices)
2019 EQUITY INCENTIVE PLAN
(Full title of the plan)
Jure Sola
Chairman and Chief Executive Officer
SANMINA CORPORATION
2700 North First Street
San Jose, California 95134
(408) 964-3500
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Erika M. Muhl, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large
accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule
12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
D ..
Non-accelerated filer Smaller reporting company
.. ..
Emerging growth company
..
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities Act.
..
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Statement Under General Instruction E
Registration of Additional Securities
This Registration Statement on Form S-8 (this "Registration Statement")
registers additional shares of Sanmina Corporation's Common Stock to be issued
pursuant to Sanmina Corporation's 2019 Equity Incentive Plan. Unless otherwise
noted herein, the contents of Sanmina Corporation's Form S-8 Registration
Statements filed with the Securities and Exchange Commission (the
"Commission") on
May 2, 2019 (File No. 333-231175)
,
April 29, 2020 (File No. 333-237898)
,
August 5, 2021 (File No. 333-258471)
,
May 4, 2022 (File No. 333-264681)
and
August 2, 2023 (File No. 333-273602)
are incorporated by reference into this Registration Statement.
SANMINA CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents and information previously filed with the Commission by
Sanmina Corporation
(the "Registrant") are hereby incorporated by reference in this Registration
Statement:
(a)
The Registrant's
Annual Report o
n Form 10-K
for the fiscal year ended September 30, 2023 filed with the Commission on
November 16, 2023
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including portions of the
Registrant's Proxy Statement for the 2024 Annual Meeting of Stockholders filed
with the Commission on January 26, 2024
to the extent specifically incorporated by reference therein;
(b)
All other reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Annual
Report (other than the portions of those documents not deemed to be filed); and
(c)
The description of the Registrant's Common Stock contained in the Registrant's
Registration Statement on Form 8-A filed with the Commission on February 19,
1993 registering such shares pursuant to Section 12 of the Exchange Act,
including any amendment or report updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the filing of this Registration
Statement, and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date
of filing of such documents,
provided, however,
that documents or information deemed to have been furnished and not filed in
accordance with the rules of the Commission shall not be deemed incorporated
by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a corporation's
board of directors to grant, and authorizes a court to award, indemnity to
officers, directors and other corporate agents.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the
Registrant's restated certificate of incorporation, as amended, provides that
the personal liability of directors for monetary damages arising from a breach
of their fiduciary duties in certain circumstances shall be eliminated to the
fullest extent permitted by Delaware law. As permitted by Section 102(b)(7) of
the Delaware General Corporation Law, the Registrant can adopt charter
provisions that will, in effect, allow officers to be exculpated from breaches
of the fiduciary duty of care in certain contexts.
The Registrant's amended and restated bylaws also require the Registrant to
indemnify directors and officers to the fullest extent permitted by Delaware
law.
The Registrant has entered into indemnification agreements with its officers
and directors providing such indemnification.
The indemnification agreements may require the Registrant, among other things,
to indemnify such officers and directors against certain liabilities that may
arise by reason of their status or service as officers or directors (other
than liabilities for which indemnification would be prohibited under Delaware
law) and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified.
The Registrant has also obtained directors' and officers' liability insurance
that pays the legal expenses and judgments for certain suits brought against
directors and officers in their capacity as such.
These indemnification provisions and the indemnification agreements entered
into between the Registrant and its officers and directors may be sufficiently
broad to permit indemnification of the Registrant's officers and directors for
liabilities (including reimbursement of expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act").
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to this Registration Statement are described in the Exhibit Index
below.
Item 9. Undertakings.
(a)
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
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(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.
Provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed
with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this registration statement
.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be an initial
bona fide
offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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INDEX TO EXHIBITS
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.1 (1)* 2019 Equity Incentive Plan, as amended.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).
24.1 Power of Attorney (included as part of the signature page to this Registration Statement).
107.1 Filing Fee Table
___________________________________________________
* Compensatory plan in which an executive officer or director participates.
(1) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended March 30, 2024, filed with the Securities
and Exchange Commission on May 1, 2024.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Jose, State of California, on
this 1st day of May, 2024.
SANMINA CORPORATION
By:
/s/ Jure Sola
Jure Sola
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, jointly and severally,
Jure Sola
and Jonathan Faust, and each one of them individually, as his or her
attorneys-in-fact, each with the power of substitution, for him or her in any
and all capacities, to sign any and all amendments to this Registration
Statement on Form S-8 and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorney-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof. Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Signature Title Date
/s/ Chairman and Chief Executive Officer (Principal Executive Officer) and Director May 1, 2024
Jure Sola
Jure Sola
/s/ Jonathan Faust Executive Vice President and Chief Financial Officer (Principal Financial Officer) May 1, 2024
Jonathan Faust
/s/ Brent M. Billinger Senior Vice President and Corporate Controller (Principal Accounting Officer) May 1, 2024
Brent M. Billinger
/s/ Susan K. Barnes Director May 1, 2024
Susan K. Barnes
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Signature Title Date
/s/ Eugene A. Delaney Director May 1, 2024
Eugene A. Delaney
/s/ David V. Hedley III Director May 1, 2024
David V. Hedley III
/s/ Susan A. Johnson Director May 1, 2024
Susan A. Johnson
/s/ Joseph G. Licata, Jr. Director May 1, 2024
Joseph G. Licata, Jr.
/s/ Krish Prabhu Director May 1, 2024
Krish Prabhu
/s/ Mario M. Rosati Director May 1, 2024
Mario M. Rosati
/s/ Mythili Sankaran Director May 1, 2024
Mythili Sankaran
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
o: 650.493.9300
f: 866.974.7329
Exhibit 5.1
May 1, 2024
Sanmina Corporation
2700 North First Street
San Jose, CA 95134
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about May 1, 2024 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 1,200,000 shares of your Common Stock
(the "Shares") reserved for issuance under the 2019 Equity Incentive Plan (the
"Stock Plan"). As your legal counsel, we have examined the proceedings taken
and are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of the Shares under the Stock Plan.
It is our opinion that, when issued and sold in the manner referred to in the
Stock Plan and pursuant to the standard agreements which accompany any sale
under the Stock Plan, the Shares will be legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in
the Registration Statement and any amendment thereto.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK
PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Sanmina Corporation of our report dated November 16,
2023 relating to the financial statements, financial statement schedule and
the effectiveness of internal control over financial reporting, which appears
in Sanmina Corporation's Annual Report on Form 10-K for the year ended
September 30, 2023.
/s/ PricewaterhouseCoopers LLP
San Jose, California
May 1, 2024
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Sanmina Corporation
(Exact name of registrant as specified in its charter)
Table 1 - Newly Registered Securities
Security Type Security Fee Calculation Amount Proposed Maximum Maximum Fee Rate Amount of
Class Title Rule Registered Offering Price Aggregate Registration Fee
(1) Per Unit Offering Price
Equity Common Stock, Rules 457(c) 1,200,000 $63.68 (2) $76,416,000 $0.00014760 $11,279.00
par value $0.01 and 457(h)
per share,
reserved for
issuance
pursuant to the
2019 Equity
Incentive Plan
Total Offering Amounts $76,416,000 $11,279.00
Total Fee Offsets -
(3)
Net Fee Due $11,279.00
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional shares of the
Registrant's Common Stock that become issuable under the Registrant's 2019
Equity Incentive Plan by reason of any stock dividend, stock split,
recapitalization or any similar transaction effected without the Registrant's
receipt of consideration.
(2)
Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act
of 1933, as amended, solely for the purpose of calculating the registration
fee, based upon the average of the high and low prices of t
he Registrant's Common Stock as reported on the NASDAQ Global Select Mark
et on April 29, 2024.
(3)
The Registrant does not have any fee offsets.
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