Flextronics International 8-K 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 30, 2005
FLEXTRONICS INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (65) 6890-7188
(Former name or former address, if changed since last report.)
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:
ITEMS TO BE INCLUDED IN THE REPORT
On July 13, 2005, Flextronics International Ltd. (the Company) filed an 8-K reporting that Flextronics International USA, Inc., a U.S. subsidiary of the Company, entered into an employment agreement with Michael Marks, the Companys Chief Executive Officer (the Employment Agreement). Item 1.01 of this 8-K/A amends the July 13, 2005 8-K to disclose that on November 30, 2005, the Employment Agreement was amended (the Amended Agreement). The Amended Agreement generally provides that Mr. Marks will (i) continue to serve as the Companys Chief Executive Officer through January 1, 2006 (the Termination Date); and (ii) serve as Chairman of the Companys Board of Directors commencing on the Termination Date.
The Amended Agreement also includes certain provisions related to Mr. Markss compensation, including providing for: (i) cash payments in the aggregate of $7.5 million; (ii) cancellation of certain stock options held by Mr. Marks; (iii) accelerated vesting of certain stock options held by Mr. Marks; and (iv) continued exercisability of certain stock options held by Mr. Marks.
This description of the Amended Agreement is qualified in its entirety by reference to the complete terms and conditions of the Amended Agreement, which is filed as Exhibit 10.01 to this 8-K/A.
On May 18, 2005, the Company filed an 8-K reporting that Michael McNamara had been appointed as Chief Executive Officer of the Company effective January 31, 2006, succeeding Michael Marks, and that Mr. Marks had been appointed Chairman of the Board effective upon his retirement as Chief Executive Officer on January 31, 2006. Item 5.02 of this 8-K/A amends the May 18, 2005 8-K to disclose that, on November 30, 2005, the Companys Board of Directors appointed Mr. McNamara as Chief Executive Officer, and Mr. Marks as Chairman of the Board, effective January 1, 2006.
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.