Attached files
| file | filename |
|---|---|
| EX-1.1 - EX-1.1 - JABIL INC | g25034exv1w1.htm |
| EX-99.1 - EX-99.1 - JABIL INC | g25034exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2010
Jabil Circuit, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14063 | 38-1886260 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
10560 Dr. Martin Luther King, Jr. Street North, St. Petersburg, Florida 33716
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (727) 577-9749
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
| Item 1.01 Entry into a Material Definitive Agreement. | ||||||||
| Item 8.01 Other Events. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EX-1.1 | ||||||||
| EX-99.1 | ||||||||
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
On October 28, 2010, Jabil Circuit, Inc. (the “Company”) entered into an Underwriting
Agreement with J.P. Morgan Securities LLC and the several underwriters listed therein (the
“Underwriters”), in connection with the offer and sale of an aggregate principal amount of $400.0
million 5.625% senior unsecured notes due 2020 (the “Offering”). The Company’s gross proceeds from
the Offering were $400.0 million. The Offering was made pursuant to the Company’s registration
statement on Form S-3 (Registration Statement No. 333-154835), which was automatically effective
when filed with the Securities and Exchange Commission on October 29, 2008 (the “Registration
Statement”).
The Underwriting Agreement contains customary representations, warranties and agreements by
the Company, along with customary closing conditions, termination provisions, and obligations,
including those for indemnification, of the Company and the Underwriters.
The Underwriters have performed commercial banking, investment banking and advisory services
for the Company from time to time for which they have received customary fees and reimbursement of
expenses. The Underwriters may, from time to time, engage in transactions with, and perform
services for, the Company in the ordinary course of their business for which they may receive
customary fees and reimbursement of expenses. Certain of the Underwriters or their respective
affiliates are parties to one or more of the following: the Company’s $1.2 billion amended and
restated five-year unsecured credit facility; the Company’s
$100.0 million foreign asset-backed
securitization program expiring on March 17, 2011; and the
Company’s $270.0 million U.S.
asset-backed securitization program expiring on March 16, 2011.
The foregoing description of the Underwriting Agreement is qualified in its entirety by
reference to the complete terms and conditions of the Underwriting Agreement, a copy of which is
attached as Exhibit 1.1, incorporated by reference into this Item 1.01 and incorporated by
reference into the Registration Statement.
Item 8.01 Other Events.
On October 28, 2010, Jabil Circuit, Inc. issued a press release announcing the pricing of the
Offering. A copy of the press release is filed and attached hereto as Exhibit 99.1, and
incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
| Exhibit No. | Description | |
1.1
|
Underwriting Agreement, dated October 28, 2010, between Jabil Circuit, Inc., J.P. Morgan Securities LLC and the several underwriters listed therein. | |
99.1
|
Press Release dated October 28, 2010. |
2
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JABIL CIRCUIT, INC. (Registrant) |
||||
| October 29, 2010 | By: | /s/ Forbes I.J. Alexander | ||
| Forbes I.J. Alexander, | ||||
| Chief Financial Officer | ||||
3
Table of Contents
EXHIBIT INDEX
| Exhibit No. | Description | |
1.1
|
Underwriting Agreement, dated October 28, 2010, between Jabil Circuit, Inc., J.P. Morgan Securities LLC and the several underwriters listed therein. | |
99.1
|
Press Release dated October 28, 2010. |
4