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Actionable news in FLEX: Flextronics International Ltd.,

Securities to be offered to employees in employee benefit plans

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As filed with the Securities and Exchange Commission on October 7, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FLEXTRONICS INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

(Company Registration Number: 199002645H )

2 Changi South Lane,

Singapore 486123

(65) 6876 9899

(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)

NEXTracker Inc. Amended and Restated 2014 Equity Incentive Plan

(Full title of the plan)

Jonathan S. Hoak

Executive Vice President and General Counsel

Flextronics International Ltd.

2 Changi South Lane

Singapore 486123

(65) 6876 9899

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act ), this Registration Statement also covers any additional securities that may be offered or issued as part of any stock split, stock dividend or similar transaction.

(2) As contemplated by the Agreement and Plan of Merger (the Merger Agreement ), dated as of September 2, 2015, by and among Flextronics International USA, Inc., a California corporation ( Flex USA ), Hunter Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Flex USA, NEXTracker Inc., a Delaware corporation ( NEXTracker ), and Fortis Advisors LLC, as the securityholders agent, Flextronics International Ltd., the indirect sole shareholder of Flex USA (the Company ), has assumed all of the outstanding, unvested restricted stock units and outstanding, unvested options to purchase shares of common stock of NEXTracker granted under the NEXTracker Inc. Amended and Restated 2014 Equity Incentive Plan, in each case subject to applicable vesting schedules and conditions. The assumed restricted stock units and options will be settled or exercisable solely in ordinary shares of the Company, with appropriate adjustments to the number of shares and, in the case of assumed options, the exercise price, in accordance with the terms of the Merger Agreement, and each assumed restricted stock unit award and option award entitles the holder of the award to additional ordinary shares of the Company upon the satisfaction of certain earnout conditions set forth in the Merger Agreement.

(3) Calculated using the average of the high and low prices of the Registrants ordinary shares as reported on the NASDAQ Global Select Market on October 2, 2015 pursuant to Rules 457(c) and...


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