- Current report filing (8-K)
06 December 2008 - 8:18AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 1, 2008
Date
of Report (Date of earliest event reported)
SANMINA-SCI
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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000-21272
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77-0228183
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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2700 North First Street
San Jose,
California 95134
(Address
of principal executive offices)
(408) 964-3500
(Registrants
telephone number, including area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2.
below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On December 1, 2008, the Compensation
Committee of the Board of Directors of Sanmina-SCI Corporation (the Company)
approved the Sanmina-SCI Fiscal 2009 Short-Term Incentive Plan (the 2009
Incentive Plan). The 2009 Incentive Plan sets forth the methodology for
calculating annual bonuses for fiscal 2009 for specified employees of the
Company, including executive officers, based upon achievement of specified
corporate, divisional and individual performance objectives.
Under the 2009 Incentive Plan, the Companys
fiscal 2009 performance is measured against targets for revenue, non-GAAP
operating margin, free cash flow, inventory turns and return on invested
capital. Should the Company not achieve a minimum performance against these
targets, no bonuses shall be payable under the 2009 Incentive Plan. Each
participants bonus is determined by reference to an individual bonus target
established by management (or, in the case of the Companys executive officers,
by the Compensation Committee), the Companys performance against its targets,
as described above, and achievement of the participants individual/divisional
performance targets for fiscal 2009.
The 2009 Incentive Plan also sets forth the fiscal
2009 bonus targets, expressed as a percentage of base salary, for the following
executive officers of the Company, each of whom is considered a named
executive officer for fiscal 2008 under Securities and Exchange Commission
rules: Hari Pillai (President and Chief Operating Officer): 90%; David L. White
(Executive Vice President and Chief Financial Officer): 90%; and Michael R.
Tyler (Executive Vice President and General Counsel): 80%.
The Company and the Compensation Committee
retain the right to terminate or amend the 2009 Incentive Plan in any respect,
including increasing or decreasing the corporate performance and individual
bonus targets.
Item 5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On December 1, 2008, the Board of
Directors of the Company approved an amendment of the Companys bylaws in order
to revise Article II, Section 9 of the bylaws relating to the
required vote for approval of matters by stockholders to provide that a matter
shall be approved by stockholders upon the affirmative vote of a majority of
the shares present at a meeting and entitled to vote on such matter rather than
by a majority of the shares constituting the quorum at a meeting as previously
provided.
The Amended and Restated Bylaws of the
Company, including these changes, are filed as Exhibit 3.2 to this Form 8-K.
2
ITEM 9.01 Financial Statements and
Exhibits
(d) Exhibits.
Exhibit No
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Description
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Exhibit 3.2
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Amended and Restated Bylaws of Sanmina-SCI
Corporation approved on December 1, 2008
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3
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
December 4, 2008
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SANMINA-SCI
CORPORATION
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By:
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/s/ Michael
R. Tyler
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Michael R.
Tyler
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Executive
Vice President, General
Counsel and Corporate Secretary
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4
EXHIBIT
INDEX
Exhibit No.
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Description
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Exhibit 3.2
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Amended and Restated Bylaws of Sanmina-SCI
Corporation approved on December 1, 2008
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5
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