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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended
March 31, 2003
OR
[_] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from
__________________ to __________________.
Commission File No. 000-31223
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Pemstar Inc.
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(Exact name of registrant as specified in its charter)
Minnesota 41-1771227
- ---------------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3535 Technology Drive N.W.
Rochester, Minnesota 55901
- ---------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (507) 288-6720
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.01 par value
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X]Yes [_]No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[_]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
[_]Yes [X]No
The aggregate market value of voting stock held by non-affiliates of the
registrant, as of September 30, 2002, was approximately $45,023,403 (based on
the last sale price of such stock as reported by the Nasdaq Stock Market
National Market).
The number of shares outstanding of the registrant's common stock, $.01 par
value, as of June 25, 2003, was 37,560,867.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the fiscal year
ended March 31, 2003 are incorporated by reference into Parts II and IV.
Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held July 24, 2003 are incorporated by reference into Part
III.
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PART I.
Forward Looking Statements
This Annual Report on Form 10-K (the "Report") contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All
forward-looking statements are inherently uncertain as they are based on current
expectations and assumptions concerning future events or Pemstar's future
performance. Readers are cautioned not to place undue reliance on these
forward-looking statements, which are only predictions and speak only as of the
date hereof. Forward-looking statements are not descriptions of historical
facts. The words or phrases "will likely result," "look for," "may result,"
"will continue," "is anticipated," "expect," "project" or similar expressions
are intended to identify forward-looking statements, and are subject to numerous
known and unknown risks and uncertainties. Actual results could differ
materially from those currently anticipated due to a number of factors,
including those identified on Exhibit 99.1 to this Form 10-K. Pemstar undertakes
no obligation to update or publicly announce revisions to any forward-looking
statements to reflect future events or developments.
PEMSTAR(R) is a registered trademark of Pemstar Inc. Other trademarks and
trade names appearing in this Annual Report on Form 10-K are the property of
their respective holders.
ITEM 1. BUSINESS
Overview
Pemstar Inc., incorporated in Minnesota in 1994, provides a comprehensive
range of global engineering, product design, automation and test, manufacturing
and fulfillment services and solutions to our customers in the communications,
computing and data storage, industrial equipment and medical industries. We
provide these services and solutions on a global basis through fifteen strategic
locations in North America, South America, Asia, and Europe. These customer
solutions offerings support our customers' products from initial product
development and design through manufacturing to worldwide distribution and
aftermarket support.
Services Solutions
We offer a comprehensive range of engineering, manufacturing and
fulfillment solutions that support our customers' products from initial design
through prototyping, design validation, testing, ramp to volume production,
worldwide distribution and aftermarket support. We support all of our service
offerings with a comprehensive supply chain management system, superior quality
management program and sophisticated information technology systems. Our
comprehensive service offerings enable us to provide a complete solution for our
customers' outsourcing requirements.
Engineering Solutions
New Product Design, Engineering, Prototype & Test. We offer a full spectrum
of new product design, prototype, test and related engineering solutions that
shorten product development cycles, resulting in faster time to market and
reduced costs for our customers. Our multi-disciplined engineering teams provide
expertise in a number of core competencies critical to serving original
equipment manufacturers in our target markets, including industrial design,
mechanical and electrical hardware, firmware, software and systems integration
and support. We create specifications, designs and prototypes, and validate and
ramp our customers' products into high volume manufacturing. Our technical
expertise includes electronic circuit design for analog, digital, radio
frequency and microwave printed circuit boards and application specific
integrated circuits.
Custom Test and Automation Equipment Design & Build Solutions. We provide
our customers with a comprehensive range of custom functional test equipment,
process automation and replication solutions. We have substantial expertise in
tooling, testers, equipment control, systems planning, automation, floor
control, systems integration, replication and programming. Our custom functional
test equipment, process automation and replication solutions are available to
original equipment manufacturers as part of our full service product design and
manufacturing solutions package or on a stand-alone basis for products designed
and manufactured elsewhere. We are also a merchant provider of customer test
equipment and automation systems to original equipment manufacturers. Our
ability to provide these solutions allows us to capitalize on original equipment
manufacturers'
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increasing needs for custom manufacturing solutions and provide an additional
opportunity to introduce customers to our comprehensive engineering and
manufacturing services.
In fiscal 2002 we expanded our engineering services capabilities primarily
through the acquisition of Pacific Consultants LLC. Revenues from our
engineering services were 17.8%, 16.3% and 7.2% of our total net sales in fiscal
2003, 2002 and 2001, respectively.
Manufacturing Solutions
Printed Circuit Board Assembly & Test. We offer a wide range of printed
circuit board assembly and test solutions, including printed circuit board
assembly, assembly of subsystems, circuitry and functionality testing of printed
assemblies, environmental and stress testing and component reliability testing.
Flex Circuit Assembly & Test. We provide original equipment manufacturers
with a wide range of flexible circuit assembly and test solutions. We utilize
specialized tooling strategies and advanced procedures to minimize circuit
handling and ensure that consistent processing parameters are maintained
throughout the assembly process. All of our manufacturing activities are
monitored to comply with strict environmental controls and to maintain our
product quality standards.
Systems Assembly & Test. We offer a wide range of systems assembly and test
solutions that enhance product quality and product life cycles. Our
manufacturing capabilities include the design, development and building of test
strategies and equipment for our customers' products which utilize manual,
mechanized or fully automated production lines to improve product quality,
reduce costs and improve delivery time to customers. We also have expertise in
advanced precision and electromechanical technologies and optical manufacturing
services. In order to meet our customers' demand for systems assembly and test
solutions, we offer subassembly build, final assembly, functionality testing,
configuration and software installation and final packaging services.
Precision Electromechanical Assembly & Test. We offer a full spectrum of
precision electromechanical assembly, coating and test solutions that can be
utilized in a variety of advanced applications in computer, communications,
industrial and medical industry segments. We design, develop and build product
specific manufacturing processes utilizing manual, mechanized or fully automated
lines to meet our customers' product volume and quality requirements. All of our
assembly and test processes are developed according to customer specifications
and replicated within our facilities.
Revenues from manufacturing services were 82.2%, 83.7% and 92.8% of our
total net sales in fiscal 2003, 2002 and 2001, respectively.
Fulfillment Services
Product Configuration and Distribution. We provide our customers with
product configuration and global distribution services that complement our
engineering and manufacturing solutions and enable our customers to be
responsive to changing market demands and reduce time to market. We have
developed a Web-based collaboration interface that enables real-time
communication with our customers. We utilize sophisticated software that allows
us to customize product runs to configure the products made to the
specifications in our customers' orders. Our global distribution capabilities
allow us to distribute products to customers, distributors and end-users around
the world. We provide inventory programs that allow our customers to manage the
shipment and delivery of products. As part of these inventory programs, a
customer may request that its inventory be stored at a site closer to the
customer prior to distribution, which streamlines the distribution process and
decreases delivery times.
Aftermarket Services. All of our products carry warranties subject to
contractual agreements with our customers. In addition, we provide our customers
with a range of aftermarket services, including repair, replacement,
refurbishment, remanufacturing, exchange, systems upgrade and spare part
manufacturing for storage subsystems. These services are tracked and supported
by specific information technology systems that can be tailored to meet our
customers' individual requirements.
Our fulfillment services are not billed separately, but are provided as
part of our manufacturing solutions.
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Value-Added Support Systems
We support our engineering, manufacturing, distribution and aftermarket
support services with an efficient supply chain management system and a superior
quality management program. All of our value-added support services are
implemented and managed through sophisticated information technology systems,
which enable us to collaborate with our customers throughout all stages of the
engineering, manufacturing and order fulfillment processes.
Supply Chain Management
Our supply chain management system reduces our customers' total costs by
assisting them in the selection of components during the product design stage to
enhance advantageous sourcing and pricing from preferred suppliers and
distributors. We employ a supplier certification process to ensure that
suppliers of key components have predictable and stable manufacturing processes
capable of supplying components that meet or exceed our quality requirements. We
have strong relationships with a broad range of materials and component
suppliers and distributors based on our commitment to use them on a preferred
basis. In addition, our product design and volume procurement capabilities
enhance our ability to secure supplies of materials and components at
advantageous pricing.
We utilize a full complement of electronic data interchange transactions,
or EDI, with our suppliers to coordinate forecasts, orders, reschedules,
inventory and component lead times. We also have developed a Web-based
collaboration interface that utilizes products from AGILE Software Corporation
and i2 Technologies to collaborate with our supply chain partners in real-time
on product content and engineering change management. We are in the process of
sequentially implementing our Web-based interfaces and real-time supply chain
management software products across all of our facilities to enhance our ability
to rapidly scale operations to meet customer needs, shift capacity in response
to product demand fluctuations, reduce materials costs and effectively
distribute products to our customers or their end-customers.
Quality Management
We believe that the application of quality management and continuous
quality improvement activities are key success factors to providing high quality
products and services to our customers. Our base quality system is ISO
9000:2000, and we comply with 21 CFR Part 820/ISO 13485 in our medical device
manufacturing locations as well. In facilities where applicable, we have also
installed quality management systems supporting QS 9000, AS9100, and TL9000 for
those customers who require such.
Information Systems
Information systems are a strategic advantage in achieving Pemstar's
business objectives. We believe that our significant investment in integrated
information systems will deliver competitive advantages for our customers by
improving communications product quality and operational flexibility. Our
enterprise resource planning systems, or ERP systems, provide product and
production information to our supply chain management, engineering change
management and floor control systems. These ERP systems also provide us with
real-time financial and materials management data. Our information systems also
control serialization, production and quality data for all of our facilities
around the world utilizing state-of-the-art statistical process control
techniques for continuous process improvements.
Manufacturing Technologies
We offer original equipment manufacturers expertise in a wide variety of
traditional and advanced manufacturing technologies. Our technical expertise
supports standard printed circuit board assembly as well as increasingly complex
products that require advanced engineering skills and equipment. We intend to
continue to maintain our technical expertise in traditional methods and
processes and to continue developing and maintaining our expertise in advanced
and emerging technologies and processes.
We provide original equipment manufacturers with expertise in manufacturing
technologies used in the production of optical and wireless components and
systems, including:
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. Adhesives. This technology involves the precision application of
bonding agents to components.
. Conformal Coating. This technology involves applying a film coating to
printed circuit board assemblies and other assemblies to protect them
from environmental damage. In addition, Pemstar can also coat medical
devices with biocompatible materials such as parylene, which can also
serve as a foundation for subsequent coating layers that include
pharmaceuticals or other compounds such as heparin.
. Laser Welding. Utilizing lasers, we can conduct high-precision welding
of materials.
. Hybrid Optical/Electrical Printed Circuit Board Assembly and Test. We
have technology that enables us to assemble circuit board assemblies
containing both light or laser components and electrical components.
. Sub-micron Alignment of Optical Sub-Assemblies. We have technology that
enables us to align components within increments of less than one
millionth of a meter.
Our manufacturing technology expertise also includes the following areas
applicable to both printed circuit board assembly and application specific
flexible circuits:
. Surface Mount Technology. Utilizing this technology, component leads
are attached to a circuit board by soldering to a circuit board without
any holes or leads protruding through the board. This technology is
used for higher density products because both sides of the board can be
used and can be automated for high volume production.
. Fine Pitch. Fine pitch technology also involves the attachment of
component leads onto a circuit board by soldering. Pitch refers to the
spacing of component leads and patterns. With fine pitch and ultra fine
pitch technology, the distance between the individual component leads
is much smaller, making this technology useful for products requiring
smaller packaging and higher board densities.
. Ball Grid Array. A ball grid array is a method of mounting an
integrated circuit or other component onto a printed circuit board.
Rather than using traditional leads, the component is attached directly
to the bottom of the package with small balls of solder. When assembled
onto a circuit board, these solder balls form an inter-connect with
conducive pads on the surface of the board. This method allows for
greater component density and is used in printed circuit boards with
higher layer counts.
. Flip Chip. A flip chip is a structure that houses circuits, which are
interconnected without leads. This technology involves mounting an
electronic device face down directly to a circuit board utilizing
solder balls attached to the device. The electrical interconnections
are then surrounded with an adhesive-type underfill for protection.
Flip chips are utilized to minimize printed circuit board surface area
when compact packaging and higher product performance is required.
. Chip On Board/Wirebonding. This technology involves the attachment of
an electronic device face-up directly to a circuit board and then
making individual electronic connections by bonding conducive wires to
the board and the device. The completed assembly is then encapsulated
in a polymer. This technology eliminates the need for packaging the
circuit, and allows for additional miniaturization of products.
. In-Circuit Test. This technology involves the verification of specific
portions of a circuit board for basic electronic properties associated
with manufacturing defects.
. Board Level Functional Test. This technology simulates the ultimate
end- use functionality of a completed circuit board assembly.
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. Stress Testing. This technology verifies the functionality of a
completed printed circuit board assembly while intentionally
introducing adverse environmental conditions such as temperature
extremes, humidity and vibration to screen out potential problems or
failures otherwise not detectable until the product is in use.
Customers
Our customers include industry leading original equipment manufacturers
such as Fluke Corporation, Honeywell, IBM, Medtronic, Motorola and Seagate. We
also have many relationships with new and existing customers across the four key
industries we serve including Ciena, Cordis Corporation (a Johnson & Johnson
Company), Given Imaging, Logitech, MTS Systems, Proxim, Qlogic, and U.S.
Army/General Dynamics. The following table shows the percentage of our net sales
in each of the markets we serve for the fiscal years ended March 31, 2003, 2002
and 2001.
Fiscal Year Ended March 31,
---------------------------
Markets 2003 2002 2001
------- ----- ----- ------
Communications .................... 37% 45% 53%
Computing and Data Storage ........ 39 38 35
Industrial Equipment .............. 18 14 11
Medical ........................... 6 3 1
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Total ............................. 100% 100% 100%
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The following table indicates, for fiscal 2003, our ten largest customers
in terms of net sales, in alphabetical order, and the primary products for which
we provided our services.
OEM Customers End Products
- ------------- ------------
Ciena....................... Communications equipment
Fluke Corporation........... Industrial instrumentation
Honeywell................... Industrial electronics
IBM......................... Computing, network and storage equipment
Logitech.................... Computer peripherals
Motorola.................... Wireless communications devices
Proxim...................... Wireless network products
Qlogic...................... Communications and switching equipment
Seagate..................... Storage equipment
U.S. Army................... Wearable communications and navigation equipment
In fiscal 2003, IBM represented approximately 23% of our net sales and
Motorola represented approximately 11% of our net sales.
Sales and Marketing
We market our engineering, product development, automation and test,
manufacturing and fulfillment services solutions through a sales force of twelve
full-time senior sales professionals located in North America, South America,
Europe and Asia. Our North American sales force is assisted by ten manufacturers
representative organizations. Our direct sales efforts in North America are
organized into four regions, Eastern, Central, Rocky Mountain and Western. Sales
in each region are managed by an experienced director of sales with the
assistance of a director of technical sales who coordinates engineering sales
across all four regions. Our direct sales personnel have knowledge of local
markets, which we believe is critical to identifying new customers and
developing new business opportunities. A substantial amount of our net sales in
fiscal 2003 were generated through our internal sales force. Our executive
management team is integral to our sales efforts, with each member being
assigned to an American, European or Asian region in which the executive
interfaces with customers to ensure customer satisfaction and generate
additional business opportunities.
Our sales and marketing professionals target original equipment
manufacturers that require a comprehensive outsourcing solution in the
communications, computing and data storage, industrial and medical industries
and whose outsourcing requirements will utilize our global facilities and
capabilities. Our marketing strategy focuses on developing close working
relationships with our customers. To facilitate these relationships, a customer
support team is assigned to each customer to service all of the customer's needs
throughout the life cycle
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of a product. Each customer support team consists of a dedicated program
manager, project buyer, production control planner, manufacturing engineer and
quality engineer. The program manager serves as the customer's point of contact
for all of the customer's requirements on a worldwide basis and, with the
support of the team, has responsibility for managing all aspects of the
customer's project.
Intellectual Property
We have developed proprietary processes and program management
methodologies that enable us to shorten time to market and to deliver high
quality products in a cost-effective manner. Our intellectual property portfolio
of patents, patent applications, trade secrets and other proprietary information
consists primarily of unique processes that enable us to develop and manufacture
custom automation and test equipment solutions for our customers. We currently
have six patents and sixteen patent applications filed for technology and
methodologies relating to process automation, test equipment, product quality
and reliability, manufacturing processes, failure analysis, process control
techniques and test equipment. These proprietary processes are grouped into
building blocks that can be applied in a variety of applications.
Our multi-disciplined engineering teams continually seek to develop new
testing and manufacturing equipment and processes to meet our customers'
changing needs and provide custom solutions at an affordable cost. Our engineers
often incorporate custom built equipment into our own proprietary manufacturing
systems to maximize the equipment's functionality and optimize
manufacturability. Because these systems are based on our proprietary
technology, they can be quickly replicated in our facilities and provided to our
customers in a cost-efficient manner.
To protect our proprietary rights, we rely largely upon a combination of
patents, trade secret laws, non-disclosure agreements with our customers and our
internal confidentiality procedures and employee confidentiality agreements.
Although we take steps to protect our proprietary information and trade secrets,
misappropriation may still occur. We believe that our proprietary design and
manufacturing processes do not infringe on the proprietary rights of others.
We license some technology from third parties that we use in providing
engineering and manufacturing services to our customers. We believe that these
licenses are generally available on commercial terms from a number of licensors.
Generally, the agreements governing this technology grant us non-exclusive,
worldwide licenses with respect to the subject technology and could terminate
upon a material breach by us.
Research and Development
The market for our services is characterized by rapidly changing technology
and continuing process development. Original equipment manufacturers are
demanding smaller, faster and higher performance products. These demands require
increasingly complex engineering and manufacturing capabilities. We are
committed to developing new design and manufacturing technologies and enhancing
our existing technologies. Since our formation in 1994, we have made substantial
investments in technology and equipment to meet our customers' needs and
maintain our competitive advantage. Our expenditures for research and
development in fiscal 2003, 2002 and 2001 were $1,011,000, $1,015,000 and
$489,000, respectively.
Our close relationships with customers in the early stages of product
design allows us to develop new products that utilize innovative technology in a
variety of engineering disciplines. These close relationships assist us in
identifying emerging products and related technologies in target markets, which
allows us to develop and expand our existing technology, or to develop or obtain
new technology that will enable us to remain competitive in the electronics
manufacturing services industry. As a result of our commitment to maintaining
advanced technological capabilities, we have developed substantial expertise in
communications, particularly in the areas of optical and wireless technologies,
which we believe gives us a competitive advantage over many other electronics
manufacturing services providers.
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Employees
As of March 31, 2003, we had 3,522 full-time employees. In addition to our
full-time employees, we regularly hire part-time and temporary (contract)
employees. Given the variable nature of our project flow and the quick response
time required by our customers, it is critical that we be able to quickly
ramp-up and ramp-down our production capacities to maximize efficiency. To
achieve this, our strategy has been to employ a skilled temporary labor force,
as required. Except for our 228 employees located in Almelo, the Netherlands,
none of our employees are unionized. We believe our employee relations are good,
and we have not experienced any work stoppages at any of our facilities.
Worldwide Operations
A key element in our business strategy is to construct our global presence
to provide engineering, manufacturing and fulfillment services and solutions in
locations that meet our customers' regional requirements. Consistent with this
strategy, we have established international design and manufacturing facilities
in China, Japan, Mexico, the Netherlands, Singapore, Thailand, Brazil and
Ireland. We will continue to explore strategic opportunities throughout the
world, especially in low-cost regions, that strengthen our competitive position
and enhance shareholder value.
Our facilities offer a full range of services, where suitable to the local
market, or a more limited range, when that is appropriate. Facilities' service
offerings can be scaled up or down as customers' needs change. Our largest
facility in Rochester, Minnesota provides a full range of services and
solutions, including engineering design capabilities, a new product introduction
specialty center, volume production capacity and fulfillment and aftermarket
services. We maintain a similar operation in San Jose, California, providing
easy access to communications and optical market participants in that area. Our
Pemstar Pacific Consultants acquisition in fiscal 2002 added significantly to
our engineering and design capabilities in this location and provided for
expansion of our presence in the governmental market. Turtle Mountain
Corporation operations run jointly from Chaska, Minnesota and Dunseith, North
Dakota provide new product introduction and volume production capacity.
Facilities in Taunton, Massachusetts provide a new production introduction
center, but can also provide volume production.
The Almelo, the Netherlands, facility serves as a full range capability
site and additionally provides the capability to rapidly distribute products for
our European and North American customers. Establishment of our Mexican
facility, located in Guadalajara, Mexico and our Chinese facility located in
Tianjin, China, enable us to provide low-cost manufacturing and order
fulfillment services for our customers on a global basis. In 2000, we expanded
our Mexican facility from 60,000 to 130,000 square feet to accommodate growth in
this region. Similarly, our expansion into China has enabled us to reduce our
customers' manufacturing costs while giving us access to new customers in the
communications, computing and data storage industries. In 2003, Pemstar expanded
its square footage in China, with replacement and upgrade of these facilities
planned to be available in fiscal 2004.
In fiscal 2002, our Bangkok, Thailand operation completed building a new
high-volume manufacturing facility outside of Bangkok in a tax-free industrial
zone to expand our manufacturing capabilities and provide cost effective
solutions for our customers. Our Thailand operations are strategically situated
in the rapidly expanding Asian communications, computing and data storage
markets, giving us access to new customers in those industries.
Our facility in Singapore has significantly enhanced our service
capabilities in the data storage industry by adding specialized disk drive
design and manufacturing capabilities. This facility also provides critical
sales support for customers in the United States, Southeast Asia, the
Philippines, Japan and Korea. Our Yokohama, Japan, facility supports the
engineering and design services needs of our customers in the wireless systems
markets and also supports the outsourcing of capital equipment from our
Singapore facilities.
Our Hortolandia, Brazil, facility represents our market entrance, offering
low volume manufacturing and aftermarket support capabilities.
In 2001, we also established a facility in Navan, Ireland, which is in the
process of starting up product introduction and volume manufacturing operations.
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Competition
The electronics manufacturing services industry is highly competitive, and
we compete against numerous domestic and foreign engineering and manufacturing
service companies. We believe that the principal competitive factors in our
industry are:
. Service and solutions offerings;
. Technological capabilities;
. Scale of operations and financial strength;
. Geographic location and coverage;
. Pricing;
. Product quality;
. Meeting product delivery schedules; and
. Flexible and timely response to design and schedule changes.
We believe that large, publicly-traded original equipment manufacturers
prefer to enter into outsourcing relationships with other public electronics
manufacturing services providers that present them with the opportunity to build
a long-term relationship because of their greater access to capital and
resulting financial stability. Many of our competitors are substantially larger
and have greater financial, operating, manufacturing and marketing resources
than we do. Some of our competitors have broader geographic breadth and range of
services than we do. In addition, some of our competitors may have stronger
relationships with our existing customers than we do. We believe that we are
well positioned to compete against these larger competitors due to our worldwide
engineering, product quality, flexibility and timeliness in responding to design
and schedule changes, reliability in meeting product delivery schedules,
pricing, the provision of value-added services and geographic location.
We also face competition, with decreasing frequency, from the manufacturing
operations of our current and potential customers, who continually evaluate the
relative benefits of internal manufacturing compared to outsourcing. As more
original equipment manufacturers dispose of their manufacturing assets and
increase their use of outsourcing, we face increasing competitive pressure to
grow our business in order to maintain our competitive position.
Governmental Regulation
Our operations are subject to federal, state and local regulatory
requirements on environmental, waste management and health and safety measures
relating to the use, release, storage, treatment, transportation, discharge,
disposal and clean-up of hazardous substances and wastes, as well as practices
and procedures applicable to the construction and operation of our plants. In
addition, we are required to register with the United States Food and Drug
Administration as a medical device manufacturer. The FDA and various state
agencies inspect our facilities from time to time to determine whether we are in
compliance with the FDA's Quality Systems Regulation relating to medical device
manufacturing companies, including regulations concerning manufacturing,
testing, quality control and product labeling practices. The current costs of
compliance are not material to us, and we are not presently aware of any facts
or circumstances that would cause us to incur significant costs or liabilities
in the future related to environmental, health and safety law compliance.
Available Information
Pemstar's Internet website is http://www.pemstar.com. Pemstar makes
available free of charge, on or through its website, its annual, quarterly and
current reports, and any amendments to those reports, as soon as reasonably
practicable after electronically filing such reports with the Securities and
Exchange Commission. Information contained on Pemstar's website is not part of
this report.
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ITEM 2. PROPERTIES
Our executive offices are located in Rochester, Minnesota, where we also
have engineering and manufacturing facilities. We also have other U.S.
facilities located in San Jose, California, Taunton, Massachusetts, Dunseith,
North Dakota and Austin, Texas, as well as facilities in China, Japan, Mexico,
the Netherlands, Singapore, Thailand, Brazil and Ireland. Information about some
of our facilities is set forth below:
Approximate
Location Square Feet Owned/Leased Principal Services
- ------------------------------------------ ----------- ------------ -------------------------
Rochester, Minnesota (3 facilities)....... 260,000 Leased Headquarters, engineering
60,000 Leased and manufacturing
9,000 Leased
San Jose, California (2 facilities)....... 141,000 Leased Engineering and
35,000 Leased manufacturing
Mountain View, California (2 facilities).. 38,000 Leased Engineering
7,000 Leased
Bangkok, Thailand......................... 200,000 Owned/(1)/ Manufacturing
Almelo, the Netherlands................... 123,000 Leased Engineering and
manufacturing
Guadalajara, Mexico....................... 135,000 Leased Manufacturing
Tianjin, China (2 facilities)............. 72,000 Leased Manufacturing
46,000 Leased
Taunton, Massachusetts.................... 85,000 Leased Engineering and
manufacturing
Dunseith, North Dakota.................... 45,000 Owned Manufacturing
46,000 Leased
Chaska, Minnesota......................... 53,000 Leased Manufacturing
Vadnais Heights, Minnesota................ 6,000 Leased Manufacturing
Administration
Hortolandia, Brazil....................... 15,000 Leased Manufacturing
Navan, Ireland............................ 27,000 Leased Manufacturing
Singapore................................. 20,000 Leased Engineering and
manufacturing
- ----------
(1) Property is pledged under a mortgage to a bank lender.
We believe our facilities are well maintained and suitable for their respective
operations. We anticipate that as our business grows, we will need to acquire,
lease or build additional facilities. We may encounter unforeseen difficulties,
costs or delays in expanding our facilities.
ITEM 3. LEGAL PROCEEDINGS
We are currently a defendant, along with several current and former officers and
directors, in a consolidated putative class action captioned in re PEMSTAR
Securities Litigation, alleging violations of Section 10(b) and Section 20(a) of
the Securities Exchange Act of 1934 and Sections 11 and 12 of the Securities Act
of 1933. The lawsuit is a
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consolidation of several lawsuits, the first of which was commenced in United
States District Court for the District of Minnesota on July 24, 2002. The
plaintiffs, several individual shareholders, allege, in essence, that the
defendants defrauded our shareholders by making optimistic statements during a
time when they should have known that business prospects were less promising and
allege that the registration statement filed by us in connection with a
secondary offering contained false, material misrepresentations. An Amended
Consolidated Complaint was filed January 9, 2003. On August 23, 2002 and October
2, 2002 two different individual shareholders also commenced virtually identical
shareholder derivative actions against us as nominal defendant and our Board.
Those actions are currently pending in United States District Court for the
District of Minnesota. The allegations in the derivative actions are based on
many of the same facts that gave rise to the securities action. The lawsuit
alleges that our Board breached its fiduciary duties. It is too early to predict
the likelihood of prevailing on the various lawsuits described above. We
believes the actions are wholly without merit and is vigorously defending
against the claims.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
Robert D. Ahmann, 47, is Executive Vice President--Industrial. He
served as a director from August 1999 to May 2003. Mr. Ahmann has worked for us
in various capacities since 1994. From 1977 to 1994 Mr. Ahmann was employed by
IBM, where he held several engineering and management positions, including most
recently as manager of test and process engineering for storage products. Mr.
Ahmann holds a B.S.E.E. from North Dakota State University and a M.S.E.E. from
the University of Minnesota.
Roy A. Bauer, 57, is Executive Vice President--Worldwide Operations and
served as the head of our US Operations since 2002. Prior to joining PEMSTAR,
Mr. Bauer was employed by IBM for twenty-four years in various positions in
manufacturing engineering, operations management, and quality management, most
recently as Director of WW AS/400 System Quality and Customer Satisfaction. He
led the IBM Rochester site effort in winning the Malcolm Baldrige National
Quality Award in 1990. Mr. Bauer is currently serving on the Board of Directors
of the University of Wisconsin Stout Foundation and in May of 2003 was named to
the Panel of Judges of the Malcolm Baldrige National Quality Award Program. Mr.
Bauer holds a B. S. in Industrial Technology and a Doctorate of Science from the
University of Wisconsin - Stout.
Allen J. Berning, 48, has served as our Chief Executive Officer, director
and Chairman of our Board since the founding of Pemstar in 1994. Prior to
founding Pemstar, Mr. Berning was employed by IBM for fifteen years, where he
held several engineering and management positions in process engineering,
manufacturing, cost engineering and resource planning, including most recently
as Operations Manager for IBM's Rochester Storage Systems facility. Mr. Berning
received a B.S.I.E. and an M.B.A. from St. Cloud State University. He is
currently serving as board member and past chair of the Greater Rochester Area
University Center. In 1999, Mr. Berning received the national Ernst & Young
Entrepreneur of the Year Award.
Larry R. Degen, 48, is a Vice President and has served as our Principal
Accounting Officer since 2002. Prior to that, he served Pemstar as Corporate
Controller since 1999. Mr. Degen was employed as Finance Director, North America
by Capital Safety Company Ltd (formerly a division of BTP plc), a safety
products manufacturer, from 1994 to 1999. Previously, he held various auditing
services positions over 15 years with Ernst & Young. He holds a B.A. from St.
John's University.
Linda U. Feuss, 46, is an Executive Vice President and has served as our
Vice President - General Counsel and Corporate Secretary since joining PEMSTAR
in 2001. Prior to joining PEMSTAR, Ms. Feuss was with The Pillsbury Company,
where she served as Vice President and General Counsel with responsibility for
the Bakeries and Foodservice business, as well as the Information Technology and
Operations functions. From 1983 to 1998, Ms. Feuss was with Siemens Corporation,
most recently as Associate General Counsel, leading the regional legal
department in Atlanta, and serving as general counsel and secretary for Siemens
Energy & Automation, Inc. Ms. Feuss holds a J.D. from Emory University School of
Law and a B.A. from Colgate University.
Bret A. Herscher, 45, is Executive Vice President--Research & Development,
responsible for worldwide product development, technology and research centers.
Previously, Dr. Herscher served as President and Chief Executive Officer of
Pemstar Pacific Consultants Inc. (a wholly-owned subsidiary of Pemstar Inc.),
which he
11
founded in 1996 and which was acquired by Pemstar Inc. in 2001. Dr. Herscher has
held a variety of engineering management positions in the high technology
industry. He holds 12 U.S. and international patents. He was educated at
Cambridge University in England, earning a M.A. in Mathematics and Electrical
Sciences and a Ph.D. in Electronic Engineering.
Gregory S. Lea, 50, is an Executive Vice President and our Chief Financial
Officer and has been a director of Pemstar since April 2001. From 1993 to April
2002, Mr. Lea served as a corporate Vice President for Jostens Corporation, a
commemorative and affiliation products manufacturer, serving most recently as
corporate Vice President--Business Ventures. From 1993 to 1999, Mr. Lea held two
other corporate vice presidency positions at Jostens Corporation. From 1974 to
1993, Mr. Lea was employed by IBM Corporation, where he held several management
and administrative positions. From 1981 to 1993, Mr. Lea was President and a
member of the Board of Directors of the Ability Building Center, Inc. Mr. Lea
holds a B.S. in accounting/business management from Minnesota State University,
Mankato.
12
PART II.
ITEM 5. MARKET FOR PEMSTAR'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
Market Information
The information required by this item is incorporated by reference from the
information under the caption "Market Information" contained on page 39 of our
2003 Annual Report to Shareholders delivered to our shareholders on or about
June 30, 2003, (the "Annual Report"), which is attached hereto as Exhibit 13.1.
Holders
As of June 25, 2003, our common stock was held by approximately 1,056
shareholders of record and was selling at $4.44 per share.
Dividends
The information required by this item is incorporated by reference from the
information under the caption "Dividends" contained on page 39 of our Annual
Report, which is attached hereto as Exhibit 13.1.
Equity Compensation Plan Information
The information required by this item is incorporated by reference from the
information under the caption "Equity Compensation Plan Information" contained
on pages 11 through 12 of the Proxy Statement.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated by reference from the
information under the caption "Summary of Consolidated Financial Data" on pages
10 through 11 of our Annual Report, which is attached hereto as Exhibit 13.1.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information required by this item is incorporated by reference from the
information under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations on pages 12 through 19 of our Annual Report,
which is attached hereto as Exhibit 13.1.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is incorporated by reference from the
information under the sub-heading "Quantitative and Qualitative Disclosures
About Market Risk" under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 17 through 18 of our
Annual Report, which is attached hereto as Exhibit 13.1.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item concerning financial statements is
incorporated by reference from the information contained on pages 20 through 36
of our Annual Report, which is attached hereto as Exhibit 13.1. The information
required by this item concerning supplementary financial information is
incorporated by reference from the information on page 38 of our Annual Report
under the caption "Quarterly Results of Operations(Unaudited)", which is
attached hereto as Exhibit 13.1.
13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
14
PART III.
ITEM 10. DIRECTORS AND OFFICERS
The information required by this item regarding directors and Section 16(a)
compliance is incorporated by reference from the information under the caption
"Election of Directors" contained on pages 4 through 6 of the Proxy Statement
and the information under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" on page 14 of the Proxy Statement, respectively. The
information required by the item regarding director compensation is incorporated
by reference from the information under the caption "Compensation of Directors"
on page 6 of the Proxy Statement. Information on executive officers is
incorporated herein by reference to Item 4A to this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from the
information under the caption "Executive Compensation" on pages 6 through 12 of
the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item regarding security ownership of
certain beneficial owners and management is incorporated by reference from the
information under the caption "Security Ownership of Certain Beneficial Owners
and Management" on pages 2 through 3 of the Proxy Statement. The information
required by this item regarding securities authorized for issuance under equity
compensation plans is incorporated by reference from the information under the
caption "Equity Compensation Plan Information" contained on pages 11 through 12
of the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference from the
information under the caption "Certain Relationships and Related Transactions"
on page 14 of the Proxy Statement.
ITEM 14. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.
Our chief executive officer and our chief financial officer, after evaluating
the effectiveness of our disclosure controls and procedures as of a date (the
"Evaluation Date") within 90 days before the filing date of this annual report,
have concluded that, as of the Evaluation Date, our disclosure controls and
procedures were adequate and designed to ensure that material information
relating to us would be made known to them by others within Pemstar.
Changes in Internal Controls.
There were no significant changes in our controls or in other factors that could
significantly affect our disclosure controls and procedures subsequent to the
date of our most recent evaluation.
15
PART IV.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following consolidated financial statements of Pemstar Inc. and
subsidiaries and the Independent Auditors' Report thereon, included in
Part II, Item 8, hereof:
Report of Independent Auditors
Consolidated Balance Sheets -- March 31, 2003 and March 31, 2002
Consolidated Statements of Operations -- Years ended March 31, 2003,
March 31, 2002 and March 31, 2001
Consolidated Statement of Shareholders' Equity -- Years ended March
31, 2003, March 31, 2002 and March 31, 2001
Consolidated Statements of Cash Flows -- Years ended March 31, 2002,
March 31, 2001 and March 31, 2000
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
The consolidated financial statement schedule of Pemstar Inc. and
subsidiaries, required to be filed as part of this Form 10-K are listed
below and is included at the end of this Report.
Schedule II - Valuation and Qualifying Accounts - Years ended March 31,
2003, March 31, 2002 and March 31, 2001
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and, therefore, have
been omitted.
(a)(3) Exhibits
3.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-3 (File No.
333-75284)).
3.2 Amended and Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No.
333-37162)).
4.1 Form of Promissory Note (incorporated by reference to Exhibit 10.6 to the
Company's Registration Statement on Form S-1 (File No. 333-37162)).
4.2 Form of Certificate of Common Stock of the Company (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on Form
S-1 (File No. 333-37162)).
4.3 Rights Agreement, dated as of August 11, 2000, between the Company and
Wells Fargo Bank, N.A., as Rights Agent (incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on Form S-3 (File No.
333- 75284)).
4.4 Amended and Restated Rights Agreement Amendment by and between the
Company and Wells Fargo Bank Minnesota, N.A. dated May 8, 2002
(incorporated by reference to Exhibit 4.3 to the Company's Registration
Statement on Form 8-A/A filed on July 29, 2002).
4.5 Form of Indenture relating to Senior Debt Securities (incorporated by
reference to Exhibit 4.7 to the Company's Registration Statement on Form
S-3 (File No. 333-75284)).
4.6 Form of Indenture relating to Subordinated Debt Securities (incorporated
by reference to Exhibit 4.8 to the
16
Company's Registration Statement on Form S-3 (File No. 333-75284)).
4.7 Form of Initial Notes (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed on May 6, 2002).
4.8 Form of Warrants (incorporated by reference to Exhibit 4.4 to the
Company's Current Report on Form 8-K filed on May 6, 2002).
4.9 Warrant dated May 10, 2002 to Smithfield Fiduciary LLC (incorporated by
reference to Exhibit 10.3 to the Company's Current Report on Form 8-K
filed on May 13, 2002).
4.10 Warrant dated May 10, 2002 to Citadel Equity Fund Ltd. (incorporated by
reference to Exhibit 10.4 to the Company's Current Report on Form 8-K
filed on May 13, 2002).
4.11 The Company agrees to furnish supplementally to the Securities and
Exchange Commission upon request a copy of any instrument defining the
rights of holders of long-term debt not being filed as an exhibit in
reliance on Item 601(b)(4)(iii)(A) of Regulation S-K.
10.1 Amended and Restated Loan and Security Agreement, dated as of June 28,
2001, by and between the Company and U.S. Bank National Association
(incorporated by reference to Exhibit 10.(ii) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001 (File No.
000-31223)).
10.2 First Amendment between the Company and U.S. Bank National Association
dated December 20, 2001, to the Loan and Security Agreement with U.S.
Bank National Association dated June 28, 2001 (incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May
6, 2002).
10.3 Second Amendment between the Company and U.S. Bank National Association
dated March 25, 2002, to the Loan and Security Agreement with U.S. Bank
National Association dated June 28, 2001, as amended on December 20, 2001
(incorporated by reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K filed on May 6, 2002).
10.4 Third Amendment between the Company and U.S. Bank National Association
dated May 3, 2002, to the Loan and Security Agreement with U.S. Bank
National Association dated June 28, 2001, as amended on December 20, 2001
and March 25, 2002 (incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K filed on May 6, 2002).
10.5 Fourth Amendment between the Company and the U.S. Bank National
Association dated June 27, 2002, to the Loan and Security Agreement with
U.S. Bank National Association dated June 28, 2001, as amended on
December 20, 2001, March 25, 2002 and May 3, 2002 (incorporated by
reference to exhibit 10.1 to the Company's Current Report on Form 10-Q
for the quarter ended June 30, 2002 (File No. 000-31223).
10.6 Fifth Amendment between the Company and U.S. Bank National Association
dated January 29, 2003, to the Loan and Security Agreement with U.S. Bank
National Association dated June 28, 2001, as amended on December 20,
2001, March 25, 2002, May 3, 2002, and June 27, 2002 (incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 2002).
10.7 Sixth Amendment between the Company and U.S. Bank National Association
dated January 29, 2003, to the Loan and Security Agreement with U.S. Bank
National Association dated June 28, 2001, as amended on December 20,
2001, March 25, 2002, May 3, 2002, June 27, 2002 and January 29, 2003
(incorporated by reference to Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 31, 2002).
10.8 Waiver from U.S. Bank National Association dated February 13, 2002
(incorporated by reference to Exhibit 10.4 to the Company's Current
Report on Form 8-K filed on May 5, 2002).
10.9 Amended and Restated Revolving Credit Agreement, dated as of June 29,
2001, by and among IBM Credit Corporation, the Company and Turtle
Mountain Corporation (incorporated by reference to Exhibit 10.(i) to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2001 (File No. 000-31223)).
10.10 Acknowledgment, Waiver and Amendment between the Company, Turtle Mountain
Corporation, Pemstar Pacific Consultants Inc. and IBM Credit Corporation
dated February 14, 2002, to the Amended and Restated Revolving Credit
Agreement dated June 29, 2001 (incorporated by reference to Exhibit 10.5
to the Company's Current Report on Form 8-K filed on May 5, 2002).
10.11 Acknowledgment, Waiver #2 and Amendment between the Company, Turtle
Mountain Corporation, Pemstar Pacific Consultants Inc. and IBM Credit
Corporation dated March 29, 2002, to the Amended and Restated Revolving
Credit Agreement dated June 29, 2001, as amended on February 14, 2002
(incorporated by reference to Exhibit 10.6 to the Company's Current
Report on Form 8-K filed on May 6, 2002).
17
10.12 Amendment No. 3 to Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation dated May 3, 2002, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002 and March 29, 2002 (incorporated by
reference to Exhibit 10.7 to the Company's Current Report on Form 8-K
filed on May 6, 2002).
10.13 Consent Letters from IBM Credit Corporation dated April 12, 2002, April
19, 2002, April 30, 2002 and May 3, 2002 (two letters) (incorporated by
reference to Exhibit 10.8 to the Company's Current Report on Form 8-K
filed on May 6, 2002).
10.14 Amendment No. 4 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation dated May 10, 2002, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002, March 29, 2002 and May 3, 2002
(incorporated by reference to Exhibit 10.6 to the Company's Current
Report on Form 8-K filed on May 13, 2002).
10.15 Amendment No. 5 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation dated June 27, 2002, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended February 14, 2002, March 29, 2002, May 3, 2002 and May 10, 2002
(incorporated by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2002 (File No.
000-31223).
10.16 Amendment No. 6 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation dated June 28, 2002, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002, March 29, 2002, May 3, 2002, May 10, 2002
and June 27, 2002 (incorporated by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2002 (File No. 000-31223).
10.17 Amendment No. 7 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation dated August 14, 2002, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002, March 29, 2002, May 3, 2002, May 10, 2002,
June 27, 2002, and June 28, 2002 (incorporated by reference to Exhibit
10.1 to the Company's Form 8-K filed August 16, 2002).
10.18 Amendment No. 8 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation effective September 27, 2002,
to the Amended and Restated Revolving Credit Agreement dated June 29,
2001, as amended on February 14, 2002, March 29, 2002, May 3, 2002, May
10, 2002, June 27, 2002, and August 14, 2002 (incorporated by reference
to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2002).
10.19 Amendment No. 9 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit LLC dated January 27, 2003, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002, March 29, 2002, May 3, 2002, May 10, 2002,
June 27, 2002, June 28, 2002, and August 14, 2002 (incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 2002).
10.20 Amendment No. 10 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit LLC dated January 29, 2003, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002, March 29, 2002, May 3, 2002, May 10, 2002,
June 27, 2002, June 28, 2002, August 14, 2002, and January 27, 2003
(incorporated by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 31, 2002).
10.21 Loan Agreement, dated June 27, 2002, by and between the Pemstar
(Thailand) Limited and Thai Farmers Bank Public Company Limited and
related Guarantee Agreement by Pemstar Inc., dated June 25, 2002
(incorporated by reference to Exhibit 10.4 in the Company's Quarterly
Report on Form 10-Q for the period ending June 30, 2002 (File No.
000-31223).
10.22 Purchase Agreement by and among the Company, Smithfield Fiduciary LLC and
Citadel Equity Fund Ltd. dated May 3, 2002 (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 6,
2002).
18
10.23 Registration Rights Agreement by and among the Company, Smithfield
Fiduciary LLC and Citadel Equity Fund Ltd. dated May 3, 2002
(incorporated by reference to Exhibit 10.3 to the Company's Current
Report on Form 8-K filed on May 6, 2002).
10.24 Registration Rights Agreement by and among the Company, Smithfield
Fiduciary LLC and Citadel Equity Fund Ltd. dated May 10, 2002
(incorporated by reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K filed on May 13, 2002).
10.25 Letter Agreement by and among the Company, Smithfield Fiduciary LLC and
Citadel Equity Fund Ltd. dated May 8, 2002 (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 13,
2002).
10.26 Letter Agreement by and among the Company, Smithfield Fiduciary LLC and
Citadel Equity Fund Ltd. dated May 10, 2002 (incorporated by reference to
Exhibit 10.5 to the Company's Current Report on Form 8-K filed on May 13,
2002).
10.27 Amendment and Termination Agreement by and among the Company, Smithfield
Fiduciary LLC and Citadel Equity Fund Ltd. (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July
19, 2002).
10.28 Supplementary Contract, dated March 24, 2000, between Pemstar (Tianjin)
Enterprise Co. Ltd. and Tianjin Yat-Sen Scientific-Industrial Park
International, Inc. (incorporated by reference to Exhibit 10.17 to the
Company's Registration Statement on Form S-1 (File No. 333-37162)).
10.29 Form of Change in Control Agreement (incorporated by reference to Exhibit
10.4 to the Company's Registration Statement on Form S-1 (File No.
333-37162)).*
10.30 First Amended and Restated Investor Rights Agreement, dated as of June 7,
1999 between the Company and certain shareholders (incorporated by
reference to Exhibit 10.10 to the Company's Registration Statement on
Form S-1 (File No. 333-37162)).
10.31 Pemstar Inc. 1994 Stock Option Plan (incorporated by reference to Exhibit
10.12 to the Company's Registration Statement on Form S-1 (File No.
333-37162)).*
10.32 Pemstar Inc. 1995 Stock Option Plan (incorporated by reference to Exhibit
10.13 to the Company's Registration Statement on Form S-1 (File No.
333-37162)).*
10.33 Pemstar Inc. 1997 Stock Option Plan (incorporated by reference to Exhibit
10.14 to the Company's Registration Statement on Form S-1 (File No.
333-37162)).*
10.34 Pemstar Inc. Amended and Restated 1999 Stock Option Plan (incorporated by
reference to Exhibit 10.15 to the Company's Registration Statement on
Form S-1 (File No. 333-37162)).*
10.35 Pemstar Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit
10.16 to the Company's Registration Statement on Form S-1 (File No.
333-37162)).*
10.36 Pemstar, Inc. 2000 Employee Stock Purchase Plan, as amended (incorporated
by reference to Exhibit 10.6 in the Company's Quarterly Report on Form
10-Q for the period ended June 30, 2002).
10.37 Pemstar, Inc. 2002 Stock Option Plan (incorporated by reference to
Exhibit 10.7 in the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 2002).
10.38 Lease, dated June 29, 1998, between the Company and Leslie E. Nelson as
Trustee of the Leslie E. Nelson Revocable Trust dated December 20, 1994,
as amended (incorporated by reference to Exhibit 10.19 to the Company's
Registration Statement on Form S-1 (File No. 333-37162)).
10.39 Sub-Lease Agreement, dated February 3, 1999, between Hongguan
Technologies (S) Pte. Ltd. and Pemstar-Hongguan Pte. Ltd. (incorporated
by reference to Exhibit 10.20 to the Company's Registration Statement on
Form S-1 (File No. 333-37162)).
10.40 Lease Agreement dated September 30, 1998, between Guadalajara Industrial
Technologico, S.A. de C.V. and Pemstar de Mexico S.A. de C.V.
(incorporated by reference to Exhibit 10.21 to the Company's Registration
Statement on Form S-1 (File No. 333-37162)).
10.41 Sublease for Office Premises, dated May 1, 1999, between Pemstar B.V. and
Fluke Industrial B.V. and Lease Agreement for Office Premises dated July
11, 1997 between Fortress Beheer I B.V. & Garden End Building B.V. and
Fluke Industrial B.V. (incorporated by reference to Exhibit 10.22 to the
Company's Registration Statement on Form S-1 (File No. 333-37162)).
10.42 Sublease Assignment Agreement dated June 8, 1999 between the Company and
Bell Microproducts, Inc. (incorporated by reference to Exhibit 10.23 to
the Company's Registration Statement on Form S-1 (File No.
19
333-37162)).
10.43 Land and Factory Lease Agreement dated April 27, 2000 between the Company
and Thai Factory Development Public Company Limited (incorporated by
reference to Exhibit 10(ii) to the Company's Quarterly Report on Form
10-Q for the period ending September 30, 2000 (File No. 000-31223)).
10.44 Lease Agreement dated August, 2000 between Pemstar De Mexico, S.A. de
C.V. and Guadalajara Industrial Tecnologico, S.A. de C.V. (incorporated
by reference to Exhibit 10(iv) to the Company's Quarterly Report on Form
10-Q for the period ending September 30, 2000 (File No. 000-31223)).
10.45 Rental Agreement dated September 28, 2000 between Pemstar B.V. and GE
Capital B.V. (incorporated by reference to Exhibit 10(v) to the Company's
Quarterly Report on Form 10-Q for the period ending September 30, 2000
(File No. 000-31223)).
10.46 Multi-Tenant Industrial Triple Net Lease dated March 12, 2000 between the
Company and Senter Road, LLC (incorporated by reference to Exhibit 10(vi)
to the Company's Quarterly Report on Form 10-Q for the period ending
September 30, 2000 (File No. 000-31223)).
10.47 Lease Agreement, dated April 22, 1981, between the City of Dunseith,
North Dakota and Turtle Mountain Corporation (incorporated by reference
to Exhibit 10.37 to the Company's Registration Statement on Form S-1
(File No. 333-60832)).
10.48 Lease Agreement dated April 30, 2001, between the Company and James F.
Matthews and Judith Matthews (incorporated by reference to Exhibit 10.33
to the Company's Registration Statement on Form S-1 (File No.
333-60832)).
10.49 Lease Agreement, dated September 15, 2000, between Pemstar (Tianjin)
Enterprise Co. Ltd. and Tianjin Yat-Sen Scientific Industrial Park
International, Inc.(incorporated by reference to Exhibit 10.35 to the
Company's Registration Statement on Form S-1 (File No. 333-60832)).
10.50 Lease Agreement, dated 5 April 2001, between Derraglen Trading Limited,
Pemstar Ireland Limited and the Company (incorporated by reference to
Exhibit 10(iii) to the Company's Quarterly Report on Form 10-Q for the
period ending June 30, 2001 (File No. 000-31223)).
10.51 Asset Purchase Agreement dated as of May 7, 2001, between the Company,
U.S. Assemblies New England, Inc., MATCO Electronics Group, Inc. and
James F. Matthews (incorporated by reference to Exhibit 10.34 to the
Company's Registration Statement on Form S-1 (File No. 333-60832)).
10.52 Agreement and Plan of Merger among the Company, Pebble Acquisition
Corporation and Pacific Consultants LLC, dated August 10, 2001
(incorporated by reference to Exhibit 10(i) to the Company's Quarterly
Report on Form 10-Q for the period ending September 30, 2001 (File No.
000-31223)).
10.53 Asset Purchase Agreement dated as of April 30, 1999, by and between the
Company and Bell Microproducts, Inc. (incorporated by reference to
Exhibit 10.2 to the Company's Registration Statement on Form S-1 (File
No. 333-37162)).
10.54 Loan and Security Agreement between the Company, Turtle Mountain
Corporation, Pemstar Pacific Consultants Inc. and Gentlelife, Inc.,
Congress Financial Corporation and Fleet Capital Corporation dated April
25, 2003 (incorporate by reference to Exhibit 4.1 to the Company's Report
on Form 8-K dated April 28, 2003 (File No. 000-31223))
10.55 Amendment No. 1 to Loan and Security Agreement, dated as of April 25,
2003, between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and Gentlelife, Inc., Congress Financial Corporation and
Fleet Capital Corporation dated April 25, 2003 (incorporate by reference
to Exhibit 4.2 to the Company's Report on Form 8-K dated April 28, 2003
(File No. 000-31223)).
10.56 Lease agreement between Company and PEM (MN) QRS 15-39, INC., a Delaware
corporation, dated March 28, 2003 (incorporate by reference to Exhibit
4.3 to the Company's Report on Form 8-K dated April 28, 2003 (File No.
000-31223))
12.1 Computation of Ratio of Earnings to Fixed Charges.
13.1 Portions of the 2003 Annual Report to Shareholders incorporated by
reference herein.
21.1 Subsidiaries of the Company.
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on signature page).
99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section
20
906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.3 Risk Factors Relating to Pemstar's Business.
- ----------
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit to Form 10-K pursuant to Item 15(c) of this Report.
(b) Reports on Form 8-K
No Current Reports on Form 8-K were filed during the quarter ended March
31, 2003. On May 5, 2003, we filed a Current Report on Form 8-K in connection
with i) filing Loan and Security Agreement between the Company, Turtle Mountain
Corporation, Pemstar Pacific Consultants Inc. and Gentlelife, Inc., Congress
Financial Corporation and Fleet Capital Corporation dated April 25, 2003,
together with Amendment No. 1 of such agreement and ii) filing Lease Agreement
between Company and PEM(MN) QRS 15-39, INC., a Delaware corporation dated March
28, 2003. We filed a second Current Report on Form 8-K on May 7, 2003, including
the earnings release condensed financial statement for the quarter ended March
31, 2003.
(c) Exhibits
See Exhibit Index and Exhibits attached to this Report.
(d) Financial Statement Schedules
See Financial Statement Schedule included at the end of this Report.
21
Signatures
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Rochester, State of Minnesota.
PEMSTAR INC.
Date: July 10,2003 By: /s/ Allen J. Berning
--------------------- ---------------------------------
Allen J. Berning
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated. KNOW ALL PERSONS BY THESE PRESENTS, that each director
whose signature appears below hereby constitutes and appoints Linda U. Feuss and
Greg S. Lea, and each of them, as their true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities to sign the
Annual Report on Form 10-K of Pemstar Inc. for the 12 months ended March 31,
2003, and any and all amendments to such Annual report on Form 10-K and to file
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or the substitutes for such
attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
- -------------------------------- ---------------------------- ---------------
By: /s/ Allen J. Berning Chairman, Chief Executive July 10, 2003
Officer and Director
----------------------------- (principal executive officer) -------------
Allen J. Berning
By: /s/ Greg S. Lea Chief Financial Officer and
Director July 10, 2003
----------------------------- (principal financial officer) -------------
Greg S. Lea
By: /s/ Thomas A. Burton June 30, 2003
----------------------------- Director -------------
Thomas A. Burton
By: /s/ Kenneth E. Hendrickson June 27, 2003
----------------------------- Director -------------
Kenneth E. Hendrickson
By: /s/ Bruce M. Jaffe June 30, 2003
----------------------------- Director -------------
Bruce M. Jaffe
By:
----------------------------- Director -------------
Wolf Michel
By: /s/ Michael Odrich June 30, 2003
----------------------------- Director -------------
Michael Odrich
By: /s/ Larry R. Degen Vice President, Principal
Accounting Officer July 10, 2003
----------------------------- (principal accounting officer) -------------
Larry R. Degen
22
CERTIFICATIONS
I, Allen J. Berning, certify that:
1. I have reviewed this annual report on Form 10-K of Pemstar Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the
period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers, and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date")
; and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: July 10, 2003
By: /s/ Allen J. Berning
--------------------------
Allen J. Berning
Chief Executive Officer
23
I, Greg S. Lea, certify that:
1. I have reviewed this annual report on Form 10-K of Pemstar Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the
period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers, and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: July 10, 2003
By: /s/ Greg S. Lea
--------------------------
Greg S. Lea
Chief Financial Officer
24
Schedule II--Valuation and Qualifying Accounts
Pemstar Inc.
Col. A. Col. B Col. C Col. D Col. E
- ------------------------------------------- ------------ ---------------------------- ---------- ----------
(Amounts in thousands) Additions
----------------------------
Charged to
Balance at Charged to Other Balance at
Beginning Costs and Accounts-- Deductions End of
Description of Period Expenses Described Described Period
- ------------------------------------------- ------------ ------------ ------------ ---------- ----------
YEAR ENDED MARCH 31, 2003
Reserve and allowances deducted from
accounts:
Allowance for uncollectible accounts $ 8,724 $ 2,214 $ -- $ 7,455(1) $ 3,483
Allowance for inventory obsolescence 6,676 8,055 -- 9,350(2) 5,381
Allowance for deferred tax assets 26,962 8,553 -- -- 35,515
YEAR ENDED MARCH 31, 2002
Reserve and allowances deducted from
accounts:
Allowance for uncollectible accounts 1,234 8,228 -- 738(1) 8,724
Allowance for inventory obsolescence 2,154 5,440 -- 918(2) 6,676
Allowance for deferred tax assets -- 26,962 -- -- 26,962
YEAR ENDED MARCH 31, 2001
Reserve and allowances deducted from
accounts:
Allowance for uncollectible accounts 553 696 -- 15(1) 1,234
Allowance for inventory obsolescence 573 1,747 -- 166(2) 2,154
- ----------
(1) Write-off of accounts receivable determined to be uncollectible.
(2) Disposal of obsolete inventories.
25
EXHIBIT INDEX
Exhibit No.
- ----------
3.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-3 (File No.
333-75284)).
3.2 Amended and Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No.
333-37162)).
4.1 Form of Promissory Note (incorporated by reference to Exhibit 10.6 to the
Company's Registration Statement on Form S-1 (File No. 333-37162)).
4.2 Form of Certificate of Common Stock of the Company (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on Form
S-1 (File No. 333-37162)).
4.3 Rights Agreement, dated as of August 11, 2000, between the Company and
Wells Fargo Bank, N.A., as Rights Agent (incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on Form S-3 (File No.
333- 75284)).
4.4 Amended and Restated Rights Agreement Amendment by and between the
Company and Wells Fargo Bank Minnesota, N.A. dated May 8, 2002
(incorporated by reference to Exhibit 4.3 to the Company's Registration
Statement on Form 8-A/A filed on July 29, 2002).
4.5 Form of Indenture relating to Senior Debt Securities (incorporated by
reference to Exhibit 4.7 to the Company's Registration Statement on Form
S-3 (File No. 333-75284)).
4.6 Form of Indenture relating to Subordinated Debt Securities (incorporated
by reference to Exhibit 4.8 to the Company's Registration Statement on
Form S-3 (File No. 333-75284)).
4.7 Form of Initial Notes (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed on May 6, 2002).
4.8 Form of Warrants (incorporated by reference to Exhibit 4.4 to the
Company's Current Report on Form 8-K filed on May 6, 2002).
4.9 Warrant dated May 10, 2002 to Smithfield Fiduciary LLC (incorporated by
reference to Exhibit 10.3 to the Company's Current Report on Form 8-K
filed on May 13, 2002).
4.10 Warrant dated May 10, 2002 to Citadel Equity Fund Ltd. (incorporated by
reference to Exhibit 10.4 to the Company's Current Report on Form 8-K
filed on May 13, 2002).
4.11 The Company agrees to furnish supplementally to the Securities and
Exchange Commission upon request a copy of any instrument defining the
rights of holders of long-term debt not being filed as an exhibit in
reliance on Item 601(b)(4)(iii)(A) of Regulation S-K.
10.1 Amended and Restated Loan and Security Agreement, dated as of June 28,
2001, by and between the Company and U.S. Bank National Association
(incorporated by reference to Exhibit 10.(ii) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001 (File No.
000-31223)).
10.2 First Amendment between the Company and U.S. Bank National Association
dated December 20, 2001, to the Loan and Security Agreement with U.S.
Bank National Association dated June 28, 2001 (incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May
6, 2002).
10.3 Second Amendment between the Company and U.S. Bank National Association
dated March 25, 2002, to the Loan and Security Agreement with U.S. Bank
National Association dated June 28, 2001, as amended on December 20, 2001
(incorporated by reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K filed on May 6, 2002).
10.4 Third Amendment between the Company and U.S. Bank National Association
dated May 3, 2002, to the Loan and Security Agreement with U.S. Bank
National Association dated June 28, 2001, as amended on December 20, 2001
and March 25, 2002 (incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K filed on May 6, 2002).
10.5 Fourth Amendment between the Company and the U.S. Bank National
Association dated June 27, 2002, to the Loan and Security Agreement with
U.S. Bank National Association dated June 28, 2001, as amended on
December 20, 2001, March 25, 2002 and May 3, 2002 (incorporated by
reference to exhibit 10.1 to the Company's Current Report on Form 10-Q
for the quarter ended June 30, 2002 (File No. 000-31223).
10.6 Fifth Amendment between the Company and U.S. Bank National Association
dated January 29, 2003, to the Loan and Security Agreement with U.S. Bank
National Association dated June 28, 2001, as amended on
26
December 20, 2001, March 25, 2002, May 3, 2002, and June 27, 2002
(incorporated by reference to Exhibit 10.3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 31, 2002).
10.7 Sixth Amendment between the Company and U.S. Bank National Association
dated January 29, 2003, to the Loan and Security Agreement with U.S. Bank
National Association dated June 28, 2001, as amended on December 20,
2001, March 25, 2002, May 3, 2002, June 27, 2002 and January 29, 2003
(incorporated by reference to Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 31, 2002).
10.8 Waiver from U.S. Bank National Association dated February 13, 2002
(incorporated by reference to Exhibit 10.4 to the Company's Current
Report on Form 8-K filed on May 5, 2002).
10.9 Amended and Restated Revolving Credit Agreement, dated as of June 29,
2001, by and among IBM Credit Corporation, the Company and Turtle
Mountain Corporation (incorporated by reference to Exhibit 10.(i) to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2001 (File No. 000-31223)).
10.10 Acknowledgment, Waiver and Amendment between the Company, Turtle Mountain
Corporation, Pemstar Pacific Consultants Inc. and IBM Credit Corporation
dated February 14, 2002, to the Amended and Restated Revolving Credit
Agreement dated June 29, 2001 (incorporated by reference to Exhibit 10.5
to the Company's Current Report on Form 8-K filed on May 5, 2002).
10.11 Acknowledgment, Waiver #2 and Amendment between the Company, Turtle
Mountain Corporation, Pemstar Pacific Consultants Inc. and IBM Credit
Corporation dated March 29, 2002, to the Amended and Restated Revolving
Credit Agreement dated June 29, 2001, as amended on February 14, 2002
(incorporated by reference to Exhibit 10.6 to the Company's Current
Report on Form 8-K filed on May 6, 2002).
10.12 Amendment No. 3 to Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation dated May 3, 2002, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002 and March 29, 2002 (incorporated by
reference to Exhibit 10.7 to the Company's Current Report on Form 8-K
filed on May 6, 2002).
10.13 Consent Letters from IBM Credit Corporation dated April 12, 2002, April
19, 2002, April 30, 2002 and May 3, 2002 (two letters) (incorporated by
reference to Exhibit 10.8 to the Company's Current Report on Form 8-K
filed on May 6, 2002).
10.14 Amendment No. 4 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation dated May 10, 2002, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002, March 29, 2002 and May 3, 2002
(incorporated by reference to Exhibit 10.6 to the Company's Current
Report on Form 8-K filed on May 13, 2002).
10.15 Amendment No. 5 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation dated June 27, 2002, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended February 14, 2002, March 29, 2002, May 3, 2002 and May 10, 2002
(incorporated by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2002 (File No.
000-31223).
10.16 Amendment No. 6 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation dated June 28, 2002, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002, March 29, 2002, May 3, 2002, May 10, 2002
and June 27, 2002 (incorporated by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2002 (File No. 000-31223).
10.17 Amendment No. 7 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation dated August 14, 2002, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002, March 29, 2002, May 3, 2002, May 10, 2002,
June 27, 2002, and June 28, 2002 (incorporated by reference to Exhibit
10.1 to the Company's Form 8-K filed August 16, 2002).
10.18 Amendment No. 8 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation effective September 27, 2002,
to the Amended and Restated Revolving Credit Agreement dated June 29,
2001, as amended on February 14, 2002, March 29, 2002, May 3, 2002, May
10, 2002, June 27, 2002, and August 14, 2002 (incorporated by reference
to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
quarter
27
ended September 30, 2002).
10.19 Amendment No. 9 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit LLC dated January 27, 2003, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002, March 29, 2002, May 3, 2002, May 10, 2002,
June 27, 2002, June 28, 2002, and August 14, 2002 (incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 2002).
10.20 Amendment No. 10 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit LLC dated January 29, 2003, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002, March 29, 2002, May 3, 2002, May 10, 2002,
June 27, 2002, June 28, 2002, August 14, 2002, and January 27, 2003
(incorporated by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 31, 2002).
10.21 Loan Agreement, dated June 27, 2002, by and between the Pemstar
(Thailand) Limited and Thai Farmers Bank Public Company Limited and
related Guarantee Agreement by Pemstar Inc., dated June 25, 2002
(incorporated by reference to Exhibit 10.4 in the Company's Quarterly
Report on Form 10-Q for the period ending June 30, 2002 (File No.
000-31223).
10.22 Purchase Agreement by and among the Company, Smithfield Fiduciary LLC and
Citadel Equity Fund Ltd. dated May 3, 2002 (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 6,
2002).
10.23 Registration Rights Agreement by and among the Company, Smithfield
Fiduciary LLC and Citadel Equity Fund Ltd. dated May 3, 2002
(incorporated by reference to Exhibit 10.3 to the Company's Current
Report on Form 8-K filed on May 6, 2002).
10.24 Registration Rights Agreement by and among the Company, Smithfield
Fiduciary LLC and Citadel Equity Fund Ltd. dated May 10, 2002
(incorporated by reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K filed on May 13, 2002).
10.25 Letter Agreement by and among the Company, Smithfield Fiduciary LLC and
Citadel Equity Fund Ltd. dated May 8, 2002 (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 13,
2002).
10.26 Letter Agreement by and among the Company, Smithfield Fiduciary LLC and
Citadel Equity Fund Ltd. dated May 10, 2002 (incorporated by reference to
Exhibit 10.5 to the Company's Current Report on Form 8-K filed on May 13,
2002).
10.27 Amendment and Termination Agreement by and among the Company, Smithfield
Fiduciary LLC and Citadel Equity Fund Ltd. (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July
19, 2002).
10.28 Supplementary Contract, dated March 24, 2000, between Pemstar (Tianjin)
Enterprise Co. Ltd. and Tianjin Yat-Sen Scientific-Industrial Park
International, Inc. (incorporated by reference to Exhibit 10.17 to the
Company's Registration Statement on Form S-1 (File No. 333-37162)).
10.29 Form of Change in Control Agreement (incorporated by reference to Exhibit
10.4 to the Company's Registration Statement on Form S-1 (File No.
333-37162)).
10.30 First Amended and Restated Investor Rights Agreement, dated as of June 7,
1999 between the Company and certain shareholders (incorporated by
reference to Exhibit 10.10 to the Company's Registration Statement on
Form S-1 (File No. 333-37162)).
10.31 Pemstar Inc. 1994 Stock Option Plan (incorporated by reference to Exhibit
10.12 to the Company's Registration Statement on Form S-1 (File No.
333-37162)).
10.32 Pemstar Inc. 1995 Stock Option Plan (incorporated by reference to Exhibit
10.13 to the Company's Registration Statement on Form S-1 (File No.
333-37162)).
10.33 Pemstar Inc. 1997 Stock Option Plan (incorporated by reference to Exhibit
10.14 to the Company's Registration Statement on Form S-1 (File No.
333-37162)).
10.34 Pemstar Inc. Amended and Restated 1999 Stock Option Plan (incorporated by
reference to Exhibit 10.15 to the Company's Registration Statement on
Form S-1 (File No. 333-37162)).
10.35 Pemstar Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit
10.16 to the Company's
28
Registration Statement on Form S-1 (File No. 333-37162)).
10.36 Pemstar, Inc. 2000 Employee Stock Purchase Plan, as amended (incorporated
by reference to Exhibit 10.6 in the Company's Quarterly Report on Form
10-Q for the period ended June 30, 2002).
10.37 Pemstar, Inc. 2002 Stock Option Plan (incorporated by reference to
Exhibit 10.7 in the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 2002).
10.38 Lease, dated June 29, 1998, between the Company and Leslie E. Nelson as
Trustee of the Leslie E. Nelson Revocable Trust dated December 20, 1994,
as amended (incorporated by reference to Exhibit 10.19 to the Company's
Registration Statement on Form S-1 (File No. 333-37162)).
10.39 Sub-Lease Agreement, dated February 3, 1999, between Hongguan
Technologies (S) Pte. Ltd. and Pemstar-Hongguan Pte. Ltd. (incorporated
by reference to Exhibit 10.20 to the Company's Registration Statement on
Form S-1 (File No. 333-37162)).
10.40 Lease Agreement dated September 30, 1998, between Guadalajara Industrial
Technologico, S.A. de C.V. and Pemstar de Mexico S.A. de C.V.
(incorporated by reference to Exhibit 10.21 to the Company's Registration
Statement on Form S-1 (File No. 333-37162)).
10.41 Sublease for Office Premises, dated May 1, 1999, between Pemstar B.V. and
Fluke Industrial B.V. and Lease Agreement for Office Premises dated July
11, 1997 between Fortress Beheer I B.V. & Garden End Building B.V. and
Fluke Industrial B.V. (incorporated by reference to Exhibit 10.22 to the
Company's Registration Statement on Form S-1 (File No. 333-37162)).
10.42 Sublease Assignment Agreement dated June 8, 1999 between the Company and
Bell Microproducts, Inc. (incorporated by reference to Exhibit 10.23 to
the Company's Registration Statement on Form S-1 (File No. 333-37162)).
10.43 Land and Factory Lease Agreement dated April 27, 2000 between the Company
and Thai Factory Development Public Company Limited (incorporated by
reference to Exhibit 10(ii) to the Company's Quarterly Report on Form
10-Q for the period ending September 30, 2000 (File No. 000-31223)).
10.44 Lease Agreement dated August, 2000 between Pemstar De Mexico, S.A. de
C.V. and Guadalajara Industrial Tecnologico, S.A. de C.V. (incorporated
by reference to Exhibit 10(iv) to the Company's Quarterly Report on Form
10-Q for the period ending September 30, 2000 (File No. 000-31223)).
10.45 Rental Agreement dated September 28, 2000 between Pemstar B.V. and GE
Capital B.V. (incorporated by reference to Exhibit 10(v) to the Company's
Quarterly Report on Form 10-Q for the period ending September 30, 2000
(File No. 000-31223)).
10.46 Multi-Tenant Industrial Triple Net Lease dated March 12, 2000 between the
Company and Senter Road, LLC (incorporated by reference to Exhibit 10(vi)
to the Company's Quarterly Report on Form 10-Q for the period ending
September 30, 2000 (File No. 000-31223)).
10.47 Lease Agreement, dated April 22, 1981, between the City of Dunseith,
North Dakota and Turtle Mountain Corporation (incorporated by reference
to Exhibit 10.37 to the Company's Registration Statement on Form S-1
(File No. 333-60832)).
10.48 Lease Agreement dated April 30, 2001, between the Company and James F.
Matthews and Judith Matthews (incorporated by reference to Exhibit 10.33
to the Company's Registration Statement on Form S-1 (File No.
333-60832)).
10.49 Lease Agreement, dated September 15, 2000, between Pemstar (Tianjin)
Enterprise Co. Ltd. and Tianjin Yat-Sen Scientific Industrial Park
International, Inc.(incorporated by reference to Exhibit 10.35 to the
Company's Registration Statement on Form S-1 (File No. 333-60832)).
10.50 Lease Agreement, dated 5 April 2001, between Derraglen Trading Limited,
Pemstar Ireland Limited and the Company (incorporated by reference to
Exhibit 10(iii) to the Company's Quarterly Report on Form 10-Q for the
period ending June 30, 2001 (File No. 000-31223)).
10.51 Asset Purchase Agreement dated as of May 7, 2001, between the Company,
U.S. Assemblies New England, Inc., MATCO Electronics Group, Inc. and
James F. Matthews (incorporated by reference to Exhibit 10.34 to the
Company's Registration Statement on Form S-1 (File No. 333-60832)).
10.52 Agreement and Plan of Merger among the Company, Pebble Acquisition
Corporation and Pacific Consultants LLC, dated August 10, 2001
(incorporated by reference to Exhibit 10(i) to the Company's Quarterly
Report on Form 10-Q for the period ending September 30, 2001 (File No.
000-31223)).
10.53 Asset Purchase Agreement dated as of April 30, 1999, by and between the
Company and Bell
29
Microproducts, Inc. (incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement on Form S-1 (File No. 333-37162)).
10.54 Loan and Security Agreement between the Company, Turtle Mountain
Corporation, Pemstar Pacific Consultants Inc. and Gentlelife, Inc.,
Congress Financial Corporation and Fleet Capital Corporation dated April
25, 2003 (incorporate by reference to Exhibit 4.1 to the Company's Report
on Form 8-K dated April 28, 2003 (File No. 000-31223))
10.55 Amendment No. 1 to Loan and Security Agreement, dated as of April 25,
2003, between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and Gentlelife, Inc., Congress Financial Corporation and
Fleet Capital Corporation dated April 25, 2003 (incorporate by reference
to Exhibit 4.2 to the Company's Report on Form 8-K dated April 28, 2003
(File No. 000-31223)).
10.56 Lease agreement between Company and PEM (MN) QRS 15-39, INC., a Delaware
corporation, dated March 28, 2003 (incorporate by reference to Exhibit
4.3 to the Company's Report on Form 8-K dated April 28, 2003 (File No.
000-31223))
12.1 Computation of Ratio of Earnings to Fixed Charges.
13.1 Portions of the 2003 Annual Report to Shareholders incorporated by
reference herein.
21.1 Subsidiaries of the Company.
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on signature page).
99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.3 Risk Factors Relating to Pemstar's Business.
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