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)
Date of Report (Date of earliest event reported) January 30, 2006
SOLECTRON CORPORATION
(Exact name of registrant as specified in charter)
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Delaware
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1-11098
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94-2447045 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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| 847 Gibraltar Drive, Milpitas, California |
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95035 |
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (408) 957-8500
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)). |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)). |
TABLE OF CONTENTS
SECTION 1 – Registrant’s Business and Operations
ITEM 1.01 Entry into a Material Definitive Agreement
Executive Employment Agreement
On January 30, 2006, Paul Tufano, Executive Vice President and Chief Financial Officer,
entered into an
Employment Agreement with Solectron Corporation. The
Employment Agreement provides for: (i) an annual base salary of $625,001, subject to review and
adjustments; (ii) participation in an executive bonus plan, on terms and conditions determined
by the Executive Compensation and Management Resources Committee of the Board of Directors;
(iii) options to purchase Solectron common stock at the Committee’s discretion; (iv) severance
benefits if the Company terminates the executive without cause or executive resigns for good
reason prior to a change of control or after 12 months following a change of control, including
(1) continuing payments of then applicable salary and target bonus for the year of termination
for a period of 12 months plus one additional month for every full year of employment (not to
exceed 24 months), (2) 100% acceleration of all then outstanding and unvested shares of
restricted stock and (3) medical and other benefits coverage for the same 12-24 month period;
and (v) severance benefits if, within 12 months following a change of control, the executive is
terminated without cause or resigns for good reason, including (1) continuing payments for 24
months of average base salary and average annual target bonus over the lesser of the 2 year
period prior to such termination or executive’s actual term of employment, (2) 100% acceleration
of all then outstanding options and shares of restricted stock, and (3) medical and other
benefits coverage for 36 months.
A copy of
the Employment Agreement is filed herewith as Exhibit 10.1. The preceding disclosure is qualified in its entirety by reference to Exhibit 10.1,
which is incorporated by reference herein.
In
addition, Mr. Tufano is eligible to receive a stock option grant for 500,000 shares of
Solectron common stock (monthly vesting over four years), and a grant for 486,000 shares of
restricted stock (vests 25% at the end of each of year one and year two, and 50% at the end of
year three). In fiscal 2007, Mr. Tufano is also eligible to receive a stock option grant for
150,000 shares of common stock and a grant of restricted stock equal in value to $1.3 million
(with a three year vesting schedule similar to his initial grant).
SECTION 5 – Corporate Governance and Management
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers
On January 31, 2006, Solectron issued a press release announcing the appointment of Paul Tufano
as Executive Vice President and Chief Financial Officer, effective as of January 30, 2006. A
copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated
by reference herein.
The material terms of Mr. Tufano’s employment with Solectron are summarized in Item 1.01 above,
which summary is incorporated into this Item 5.02 by reference. Any disclosure in this Current
Report regarding the Employment Agreement is qualified in its entirety by reference to Exhibit
10.1, which is incorporated by reference herein.
Prior to joining Solectron, Mr, Tufano, 52, served as President
and Chief Executive Officer of
Maxtor Corporation, from 2003 through 2004. From 1996 to 2003, he served as Maxtor’s Chief Financial
Officer, with a dual role as both Chief Financial Officer and Chief Operating Officer from 2001
to 2003. Prior to Maxtor, Mr. Tufano spent 17 years at IBM Corporation, serving in several
senior financial as well as general management roles.