8-K
SANMINA CORP (SANM)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
(August 17, 2020)
Date of Report (Date of earliest event reported)
SANMINA CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-21272 | 77-0228183 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification |
| No.) |
2700 North First Street
San Jose, California 95134
(Address of principal executive offices, including zip code)
(408) 964-3500
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | SANM | NASDAQ Global Select Market |
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTIONOF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On August 17, 2020, Sanmina Corporation (the “Company”) announced that Hartmut Liebel, Chief Executive Officer and a member of the Company’s Board of Directors, has resigned from his positions with the Company, effective immediately. The Company further announced that Jure Sola, co-founder and Executive Chair of the Company, has been appointed Chairman and Chief Executive Officer of the Company. The press release announcing this change is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Mr. Sola, 69, has served as the Company’s Executive Chairman since October 2017. Mr. Sola served as the Company’s Chief Executive Officer from April 1991 until October 2017, as Chairman of the Board from April 1991 until December 2001 and from December 2002 until October 2017 and as Co-Chairman of the Board from December 2001 until December 2002. Mr. Sola co-founded the Company in 1980, initially holding the position of Vice President of Sales. In October 1987, he became the Vice President and General Manager, responsible for manufacturing operations, sales and marketing. Mr. Sola served as President from October 1989 to March 1996.
As previously disclosed, Zeljko Sola, Mr. Sola’s brother, is a business development vice president at the Company and earned or realized compensation of approximately $614,000 in fiscal 2019. Martina Sola, Mr. Sola’s daughter, is a business development manager at the Company and earned or realized compensation of approximately $210,000 in fiscal 2019. Nikola Sola, Mr. Sola’s son, is an account manager at the Company and earned or realized compensation of approximately $145,000 in fiscal 2019.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No | Description |
|---|---|
| Exhibit 99.1 | Press Release issued by Sanmina Corporation on August 17, 2020 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| SANMINA CORPORATION | ||
|---|---|---|
| By: | /s/ Kurt Adzema | |
| Kurt Adzema | ||
| Executive Vice President and Chief Financial Officer | ||
| Date: August 17, 2020 |
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Exhibit 99.1
SanminaAnnounces its Co-Founder and Executive Chairman to
ReassumeChairman and CEO Role
San Jose, CA – August 17, 2020. Sanmina Corporation (NASDAQ: SANM), today announced Hartmut Liebel its Chief Executive Officer (CEO) is leaving the company, effective immediately. Jure Sola, the company’s co-founder and Executive Chairman, has been appointed to reassume the Chairman and CEO position and lead Sanmina through its next strategic phase.
“On behalf of the independent members of the Board of Directors, I am pleased to have Jure reassume the Chairman and CEO role,” stated Jackie Ward, Lead Independent Director. “With the ongoing pandemic and uncertainty in the macroeconomic environment, we are confident that Jure’s four decades of experience will be instrumental in the company’s ongoing success,” added Ms. Ward. “We thank Hartmut for his leadership and support during his time at Sanmina and wish him well in his future endeavors.”
“I have tremendous pride in this company and passion for making Sanmina even stronger in the midst of these unprecedented times,” stated Jure Sola. “We have a well-established and experienced leadership team and a solid foundation to drive long-term sustainable growth. Our ability to unlock untapped potential as we execute on our strategy coupled with our strong balance sheet will propel this exciting and innovative company into the next phase of its evolution, while providing long-term value to our shareholders, employee and customers.”
Maximizing Shareholder Value
To align with Sanmina’s vision of maximizing shareholder value, the company plans to organize into three segments – Integrated Manufacturing Solutions (IMS), SCI (defense products and system builds) and Components Technology (advanced interconnect technology and mechanical systems). This new structure will help unlock the total value of Sanmina and provide greater accountability of the organization. The company will provided further details on its fourth quarter earnings call.
Fourth Quarter Outlook
The company is not providing an update to its stated outlook for the fiscal fourth quarter ending October 3, 2020 provided on July 29, 2020.
Sanmina Safe Harbor Statement
The statements contained in this press release relating to the expected benefits of the company’s plan to organize into three segments constitute forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in these statements due to difficulties in separating the company’s operations as part of the reorganization and expense and management distraction relating to the reorganization. Other factors that could cause results to differ from those projected include the ongoing impacts of the COVID-19 pandemic, which have reduced demand from our customers, caused supply chain interruptions and created health risks for our employees and which could result in restrictions on where we can build products, the levels of staffing at our plants and the types of products we can build for our customers; adverse changes to the key markets we target; significant uncertainties that can cause our future sales and net income to be variable; reliance on a small number of customers for a substantial portion of our sales; risks arising from our international operations; and the other factors set forth in the company's annual and quarterly reports filed with the Securities Exchange Commission.
The company is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements made in this press release or the Investor Relations section of our website whether as a result of new information, future events or otherwise, unless otherwise required by law.
About Sanmina
Sanmina Corporation, a Fortune 500 company, is a leading integrated manufacturing solutions provider serving the fastest growing segments of the global Electronics Manufacturing Services (EMS) market. Recognized as a technology leader, Sanmina provides end-to-end manufacturing solutions, delivering superior quality and support to Original Equipment Manufacturers (OEMs) primarily in the communications networks, cloud solutions, industrial, defense, medical and automotive. Sanmina has facilities strategically located in key regions throughout the world. More information about the Company is available at www.sanmina.com.
Sanmina Contact
Paige Melching
Senior Vice President, Marketing and Investor Communications
408-964-3610