defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
SOLECTRON CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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The following communication was mailed to certain Solectron stockholders on September 11, 2007.
SOLECTRON CORPORATION
847 Gibraltar Drive
Milpitas, California 95035
September 11, 2007
Dear Fellow Stockholder:
We have previously sent to you proxy material for the Special Meeting of Solectron Corporation
stockholders, to be held on September 27, 2007. Your Board of Directors unanimously recommends
that stockholders vote FOR the proposed merger with Flextronics International Ltd.
Since approval of the merger agreement requires the affirmative vote of a majority of the aggregate
voting power of the outstanding Common and Series B Preferred Stock, your vote is important, no
matter how many or how few shares you may own. Whether or not you have already done so, please
vote TODAY by telephone, via the Internet, or by signing, dating and returning the enclosed proxy
card in the envelope provided.
Very truly yours,
Todd DuChene
Executive Vice President,
General Counsel and Secretary
IMPORTANT REMINDER:
You can now vote your shares by telephone, or via the Internet.
Please follow the easy instructions on the enclosed card.
If you have any questions, or need assistance voting
of your shares, please call our proxy solicitor:
INNISFREE M&A INCORPORATED
TOLL-FREE, at (877) 825-8971.
Additional Information and Where to Find it:
In connection with the proposed merger with Solectron, Flextronics has filed a Registration
Statement on Form S-4/A (SEC File No. 333-14486) with the SEC that contains a definitive Joint
Proxy Statement/Prospectus. Before making any voting or investment decision with respect to the
proposed merger, investors and security holders are urged to read carefully the Registration
Statement and the definitive Joint Proxy Statement/Prospectus and related materials, because they
contain important information about Flextronics, Solectron and the proposed merger. Documents
filed with the SEC, including the definitive Joint Proxy Statement/Prospectus, and other relevant
materials, may be obtained free of charge at the SECs web site www.sec.gov. In addition,
investors and security holders may obtain a free copy of any documents that Flextronics and
Solectron have filed with the SEC by directing a written request to:
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For information relating to Flextronics:
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For information relating to Solectron: |
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Flextronics International Ltd.
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Solectron Corporation |
2090 Fortune Drive
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847 Gibraltar Drive |
San Jose, CA 95131
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Milpitas, CA 95035 |
Attention: Investor Relations
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Attention: Investor Relations |
This letter shall not constitute an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
Participants in the Solicitation:
Flextronics, Solectron and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with the proposed merger. Information
regarding the interests of these directors and executive officers in the proposed transaction is
included in the definitive Joint Proxy Statement/Prospectus referred to above. This document is
available free of charge at the SECs website (www.sec.gov) or by contacting Flextronics and
Solectron at their respective addresses listed above.