As filed with the Securities and Exchange Commission on April 6, 2010

Registration No. 333-         

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under The Securities Act of 1933

 

JABIL CIRCUIT, INC.

(Exact name of registrant as specified in its charter)

Delaware		38-1886260
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
10560 Dr. Martin Luther King, Jr. Street North St. Petersburg, Florida (Address of Principal Executive Offices)		33716 (Zip Code)

(Full title of the plan)

Robert L. Paver, Esq.
Secretary and General Counsel
Jabil Circuit, Inc.
10560 Dr. Martin Luther King, Jr. Street North
St. Petersburg, Florida 33716
(Name and address of agent for service)

(727) 577-9749
(Telephone number, including area code, of agent for service)

Copies of all communications 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.

Proposed

Proposed

Title of

Amount

maximum

maximum

Amount of

securities

to be

offering price

aggregate

registration

to be registered

registered(2)

per share(3)

offering price(3)

fee(3)

Common Stock, par value $0.001 per share reserved under 2002 Stock Incentive Plan(1)

8,200,000

$

16.29

$

133,578,000

$

9,524.11

 

 

INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT

     Pursuant to Instruction E to Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 16, 2002 (File No. 333-98299) relating to the registration of 7,464,080 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), the Registrant’s Registration Statement on Form S-8 filed with the Commission on June 13, 2003 (File No. 333-106123) relating to the registration of 2,144,646 shares of the Registrant’s Common Stock, the Registrant’s Registration Statement on Form S-8 filed with the Commission on January 27, 2004 (File No. 333-112264) relating to the registration of 10,000,000 shares of the Registrant’s Common Stock, the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 24, 2006 (File No. 333-132721) relating to the registration of 7,000,000 shares of the Registrant’s Common Stock, the Registrant’s Registration Statement on Form S-8 filed with the Commission on October 9, 2007 (File No. 333-146577) relating to the registration of 3,000,000 shares of the Registrant’s Common Stock, the Registrant’s Registration Statement on Form S-8 filed with the Commission on February 15, 2008 (File No. 333-149277) relating to the registration of 2,500,000 shares of the Registrant’s Common Stock, and the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 30, 2009 (File No. 333-158291) relating to the registration of 1,500,000 shares of the Registrant’s Common Stock, authorized for issuance pursuant to the Jabil Circuit, Inc. 2002 Stock Incentive Plan, as amended (the “Plan”), are incorporated by reference in their entirety in this Registration Statement, except as to the items set forth below. This Registration Statement provides for the registration of an additional 8,200,000 shares of the Registrant’s Common Stock to be reserved for issuance pursuant to the awards granted pursuant to the Plan.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

	4.1		Jabil Circuit, Inc. 2002 Stock Incentive Plan, as amended.
	4.2		Schedule to the Jabil Circuit, Inc. 2002 Stock Incentive Plan (sub-plan for United Kingdom employees).(1)
	4.3		Addendum to the Terms and Conditions of the Jabil Circuit, Inc. 2002 Stock Incentive Plan for Grantees Resident in France (sub-plan for French employees).(2)
	5.1		Opinion of Holland & Knight LLP re legality of the Common Stock.
	23.1		Consent of Holland & Knight LLP (included in Exhibit 5.1).
	23.2		Consent of Independent Registered Public Accounting Firm.
	24.1		Powers of Attorney (included on signature page).

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant, Jabil Circuit, Inc., a corporation organized and existing under the laws of the State of Delaware, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on April 6, 2010.

POWER OF ATTORNEY

KNOWN TO ALL PERSONS BY THESE PRESENTS, we, the undersigned officers and directors of Jabil Circuit, Inc., hereby severally constitute and appoint Forbes I.J. Alexander and Robert L. Paver, each acting alone as an attorney-in-fact with the full power of substitution, for him and in his name, place and stead in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or either of their substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures				Title		Date
By:		/s/ William D. Morean   William D. Morean		Chairman of the Board of Directors		April 5, 2010
By:		/s/ Thomas A. Sansone   Thomas A. Sansone		Vice Chairman of the Board of Directors		April 5, 2010
By:		/s/ Timothy L. Main   Timothy L. Main		President, Chief Executive Officer and Director (Principal Executive Officer)		April 1, 2010
By:		/s/ Forbes I.J. Alexander   Forbes I.J. Alexander		Chief Financial Officer (Principal Financial and Accounting Officer)		April 5, 2010
By:		/s/ Lawrence J. Murphy   Lawrence J. Murphy		Director		April 4, 2010
By:		/s/ Mel S. Lavitt   Mel S. Lavitt		Director		April 5, 2010
By:		/s/ Steven A. Raymund   Steven A. Raymund		Director		April 1, 2010
By:		/s/ Frank A. Newman   Frank A. Newman		Director		April 1, 2010
By:		/s/ Kathleen A. Walters   Kathleen A. Walters		Director		April 1, 2010
By:		/s/ David M. Stout   David M. Stout		Director		April 1, 2010

INDEX OF EXHIBITS

	4.1		Jabil Circuit, Inc. 2002 Stock Incentive Plan, as amended.
	4.2		Schedule to the Jabil Circuit, Inc. 2002 Stock Incentive Plan (sub-plan for United Kingdom employees).(1)
	4.3		Addendum to the Terms and Conditions of the Jabil Circuit, Inc. 2002 Stock Incentive Plan for Grantees Resident in France (sub-plan for French employees).(2)
	5.1		Opinion of Holland & Knight LLP re legality of the Common Stock.
	23.1		Consent of Holland & Knight LLP (included in Exhibit 5.1).
	23.2		Consent of Independent Registered Public Accounting Firm.
	24.1		Powers of Attorney (included on signature page).