As filed with the Securities and Exchange Commission on June 11, 2002
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MANUFACTURERS' SERVICES LIMITED
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3258036
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 BAKER AVENUE, SUITE 106
CONCORD, MASSACHUSETTS 01742
(978) 287-5630
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
2000 EQUITY INCENTIVE PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
ROBERT C. BRADSHAW
300 BAKER AVENUE, SUITE 106
CONCORD, MASSACHUSETTS 01742
(978) 287-5630
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
===================== ========================= ====================== ====================== ======================
Title of Securities Proposed Maximum Proposed Maximum
to be Registered Amount to be Registered Offering Price Per Aggregate Offering Amount of
(1) Share Price Registration Fee
--------------------- ------------------------- ---------------------- ---------------------- ----------------------
Common Stock,
$0.001 par value 6,959,791 shares (2) $4.67 (3) $32,502,226 (3) $2,990
per share
===================== ========================= ====================== ====================== ======================
(1) In accordance with Rule 416 under the Securities Act of 1933, as
amended, this registration statement shall be deemed to cover any
additional securities that may from
time to time be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Consists of (i) 6,059,791 shares issuable under the 2000 Equity
Incentive Plan, (ii) 500,000 shares issuable under the 2000 Employee
Stock Purchase Plan; and (iii) 400,000 shares issuable under the 2000
Non-Employee Director Stock Option Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, and based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on
June 7, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:
(a) The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the registrant's latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
(c) The description of the securities contained in the registrant's
registration statements on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby 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 the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the 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 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.
Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate the personal liability of directors of a corporation to the
corporation or its stockholders for monetary damages for a breach of fiduciary
duty as a director, except where the director breached his duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock
repurchase in violation of Delaware corporate law or obtained an improper
personal benefit. Manufacturers' Services Limited's Restated Certificate of
Incorporation limits the liability of its directors to the fullest extent
permitted by the Delaware General Corporation Law and provides that it will
indemnify the directors to the fullest extent permitted by such law.
Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances. Manufacturers' Services Limited has entered into
agreements to provide indemnification for its directors and executive officers
in addition to the indemnification provided for in its Restated Certificate of
Incorporation and By-laws.
Manufacturers' Services Limited has purchased directors' and officers'
liability insurance which would indemnify its directors and officers against
damages arising out of certain kinds of claims which might be made against them
based on their negligent acts or omissions while acting in their capacity as
such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
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ITEM 9. UNDERTAKINGS.
1. ITEM 512(A) OF REGULATION S-K. 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the
registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic 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 the 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.
2. ITEM 512(b) OF REGULATION S-K. 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 that is incorporated by reference in the
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 the initial BONA FIDE offering thereof.
3. ITEM 512(h) OF REGULATION S-K. 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 Securities and Exchange 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Town of Concord, Commonwealth of
Massachusetts, on this 11th day of June, 2002.
MANUFACTURERS' SERVICES LIMITED
By: /S/ ALBERT A. NOTINI
-------------------------------
Albert A. Notini
Chief Financial Officer and Executive Vice
President
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Manufacturers' Services
Limited, hereby severally constitute and appoint Robert C. Bradshaw, Albert A.
Notini, and Alan R. Cormier, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the registration statement on
Form S-8 filed herewith and any and all subsequent amendments to said
registration statement, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable Manufacturers'
Services Limited to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said registration statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ ROBERT C. BRADSHAW Chief Executive Officer, President and Director June 11, 2002
------------------------------------ (Principal Executive Officer)
Robert C. Bradshaw
/S/ ALBERT A. NOTINI Executive Vice President and Chief Financial June 11, 2002
------------------------------------ Officer (Principal Financial Officer)
Albert A. Notini
/S/ RICHARD J. GAYNOR Vice President and Corporate Controller June 11, 2002
------------------------------------ (Principal Accounting Officer)
Richard J. Gaynor
/S/ KEVIN C. MELIA Chairman of the Board and Director June 11, 2002
------------------------------------
Kevin C. Melia
/S/ THOMPSON DEAN Director June 11, 2002
------------------------------------
Thompson Dean
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/S/ KARL R. WYSS Director June 11, 2002
------------------------------------
Karl Wyss
/S/ WILLIAM J. WEYAND Director June 11, 2002
------------------------------------
William Weyand
/S/ JOHN F. FORT, III Director June 11, 2002
------------------------------------
John F. Fort
/S/ DERMOTT O'FLANAGAN Director June 11, 2002
------------------------------------
Dermott O'Flanagan
/S/ CURTIS S. WOZNIAK Director June 11, 2002
------------------------------------
Curtis S. Wozniak
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INDEX TO EXHIBITS
NUMBER DESCRIPTION
4.1 Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, as
amended, filed on February 4, 2000).
4.2 Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, as amended, filed on February 4, 2000).
5.1 Opinion of Hale and Dorr LLP, counsel to the Registrant
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of attorney (included on the signature pages of this
registration statement)