Jabil Circuit 8-K 2012
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): July 31, 2012
Jabil Circuit, Inc.
(Exact name of registrant as specified in its charter)
10560 Dr. Martin Luther King, Jr. Street North, St. Petersburg, Florida 33716
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (727) 577-9749
(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:
On July 31, 2012, Jabil Circuit, Inc. (the Company) entered into an Underwriting Agreement with RBS Securities Inc. and the several underwriters listed therein (the Underwriters), in connection with the offer and sale of an aggregate principal amount of $500.0 million 4.700% senior unsecured notes due 2022 (the Offering). The Companys gross proceeds from the Offering were $500.0 million. The Offering was made pursuant to the Companys registration statement on Form S-3 (Registration Statement No. 333-177559), which was automatically effective when filed with the Securities and Exchange Commission on October 27, 2011 (the Registration Statement).
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, along with customary closing conditions, termination provisions, and obligations, including those for indemnification, of the Company and the Underwriters.
The Underwriters have performed commercial banking, investment banking and advisory services for the Company from time to time for which they have received customary fees and reimbursement of expenses. The Underwriters may, from time to time, engage in transactions with, and perform services for, the Company in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. Certain of the Underwriters or their respective affiliates are parties to one or more of the following: the Companys $1.3 billion five-year unsecured revolving credit facility; the Companys $200.0 million foreign asset backed securitization program expiring on May 15, 2015; the Companys $300.0 million North American asset-backed securitization program expiring on October 21, 2014; the Companys $250.0 million uncommitted trade accounts receivable sale program (either party can elect to cancel the agreement by giving prior written notification to the other party of no less than 30 days); and the Companys $50.0 million uncommitted trade accounts receivable sale program expiring no later than June 1, 2015 (though either party can elect to cancel the agreement by giving prior written notification to the other party of no less than 30 days).
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete terms and conditions of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1, incorporated by reference into this Item 1.01 and incorporated by reference into the Registration Statement.
On July 31, 2012, the Company issued a press release announcing its intention to offer $500.0 million of senior unsecured notes due 2022, subject to market conditions. A copy of the press release announcing the intention to offer notes is filed and attached hereto as Exhibits 99.1 and incorporated by reference into this Item 8.01.
On July 31, 2012, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed and attached hereto as Exhibit 99.2, and incorporated by reference into this Item 8.01.
The following exhibits are filed herewith:
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.