Table of Contents

$750,000,000

Sanmina-SCI Corporation

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM

TERMS OF THE EXCHANGE OFFER:

	•	We are offering to exchange $750,000,000 aggregate principal amount of registered 10.375% Senior Secured Notes due January 15, 2010, which we refer to as the exchange notes, for all of our original unregistered 10.375% Senior Secured Notes due January 15, 2010, which we refer to as the original notes, that were issued on December 23, 2002.
	•	We are also offering to exchange the guarantees associated with the original notes, which we refer to as the original guarantees, for the guarantees associated with the exchange notes, which we refer to as the exchange guarantees.
	•	The terms of the exchange notes will be substantially identical to the original notes, except that the exchange notes will not be subject to transfer restrictions or registration rights relating to the original notes.
	•	There is no existing market for the exchange notes to be issued, and we do not intend to apply for their listing on any securities exchange or arrange for them to be quoted on any quotation system.

      See the section entitled “Description of Notes” that begins on page 41 for more information about the exchange notes to be issued in this exchange offer and the original notes.

       This investment involves risks. See the section entitled “Risk Factors” that begins on page 8 for a discussion of the risks that you should consider prior to tendering your original notes in the exchange offer.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated June 20, 2003.

Table of Contents

TABLE OF CONTENTS

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS

      You should rely only on the information provided in this prospectus and the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering to exchange the original notes for new notes in any jurisdiction where the offer is not permitted. We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on the cover.

AVAILABLE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. You may read and copy this information at the following locations of the Securities and Exchange Commission:

	Public Reference Room
	450 Fifth Street, N.W.
	Room 1024
	Washington, D.C. 20549

      You may also obtain copies of this information at prescribed rates by mail from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Room 1024, Washington, DC 20549. You may obtain information about the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330. In addition, you can review copies of this information and the registration statement through the SEC’s “EDGAR” (Electronic Data Gathering, Analysis and Retrieval) System, available on the SEC’s website (http://www.sec.gov).

i

Table of Contents

1

Table of Contents

2

Table of Contents

3

Table of Contents

4

Table of Contents

5

Table of Contents

6

Table of Contents

7

Table of Contents

RISK FACTORS

      Prospective participants in the exchange offer should carefully consider all of the information contained in this prospectus, including the risks and uncertainties described below. Except with respect to the risk factors associated with the exchange offer, the risk factors set forth below are generally applicable to the original notes as well as the exchange notes.

Risk Factors Associated with the Exchange Offer

If you fail to follow the exchange offer procedures, your notes will not be accepted for exchange.

      We will not accept your notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after timely receipt of your original notes, a properly completed and duly executed letter of transmittal and all other required documents or if you comply with the guaranteed delivery procedures for tendering your notes. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If we do not receive your original notes, letter of transmittal, and all other required documents by the expiration date of the exchange offer, or you do not otherwise comply with the guaranteed delivery procedures for tendering your notes, we will not accept your original notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange. If there are defects or irregularities with respect to your tender of original notes, we will not accept your original notes for exchange unless we decide in our sole discretion to waive such defects or irregularities.

If you fail to exchange your original notes for exchange notes, they will continue to be subject to the existing transfer restrictions and you may not be able to sell them.

      We did not register the original notes, nor do we intend to do so following the exchange offer. Original notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. As a result, if you hold original notes after the exchange offer, you may not be able to sell them. To the extent any original notes are tendered and accepted in the exchange offer, the trading market, if any, for the original notes that remain outstanding after the exchange offer may be adversely affected due to a reduction in market liquidity.

Because there is no public market for the exchange notes, you may not be able to resell them.

      The exchange notes will be registered under the Securities Act but will constitute a new issue of securities with no established trading market. We cannot assure you that an active market will exist for the exchange notes or that any trading market that does develop will be liquid. We do not intend to apply to list the exchange notes for trading on any securities exchange or to arrange for quotation on any automated dealer quotation system.

      The trading market for the notes may be adversely affected by:

	•	changes in the overall market for non-investment grade securities;
	•	changes in our financial performance or prospects;
	•	the prospects for companies in our industry generally;
	•	the number of holders of the notes;
	•	the interest of securities dealers in making a market for the notes; and
	•	prevailing interest rates and general economic conditions.

      Historically, the market for non-investment grade debt has been subject to substantial volatility in prices. The market for the notes, if any, may be subject to similar volatility. Prospective investors in the notes should

8

Table of Contents

Risk Factors Related to Investment in the Exchange Notes

Our substantial debt level could adversely affect our financial condition and prevent us from meeting our obligations under the notes. The indenture governing the notes permits us to redeem, repurchase or refinance our subordinated debt in specific circumstances.

      We currently have a significant amount of debt. As of March 29, 2003, we had approximately $2.5 billion of debt outstanding. In addition, subject to the restrictions in our existing and any future financing agreements, we may incur additional debt.

      Our substantial debt level could have important consequences. For example, it could:

	•	make it more difficult for us to make payments on the notes;
	•	require us to dedicate a substantial portion of our cash flow from operations and other capital resources to debt service;
	•	limit our ability to fund working capital, capital expenditures, acquisitions, research and development and other general corporate requirements;
	•	increase our vulnerability to adverse economic and industry conditions;
	•	expose us to fluctuations in interest rates with respect to that portion of our debt which is at a variable rate of interest, which was approximately $854.5 million as of March 29, 2003;
	•	limit our flexibility in planning for, or reacting to, changes and opportunities in the EMS industry, including potential acquisitions and OEM divestiture transactions;
	•	limit our ability to obtain additional financing on commercially reasonable terms, if at all; and
	•	place us at a competitive disadvantage to any of our competitors that have less debt.

      The indenture governing the notes permits us to redeem or repurchase our convertible subordinated debt if we meet a specified liquidity threshold. See “Description of Notes — Certain Covenants — Limitation on Restricted Payments” and “Description of Material Debt.” In addition, we may refinance our convertible subordinated debt with senior debt. We are also permitted to refinance our Zero Coupon Convertible Subordinated Debentures due 2020, or Zero Coupon Debentures, with debt that has a maturity after September 12, 2005, which is the first date the holders of such debentures can require us to repurchase such debentures, but prior to the maturity of the Zero Coupon Debentures. See “Description of Notes — Certain Covenants — Limitation on Debt.”

To service our debt and fund our other capital requirements, we will require a significant amount of cash, and our ability to generate cash will depend on many factors beyond our control. Substantial amounts of our debt will become due prior to the maturity date of the notes.

      Our ability to meet our debt service obligations, including the notes, and to fund working capital, capital expenditures, acquisitions, research and development and other general corporate purposes, will depend upon our future financial performance. Our future financial performance will be subject to financial, business and other factors affecting our operations, many of which are beyond our control. Similarly, the ability of the notes guarantors to make payments on and refinance their debt will depend on their ability to generate cash in the future. Our ability and the notes guarantors ability to generate future cash is subject to general and regional economic, financial, competitive, legislative, regulatory and other factors that are beyond our or the notes guarantors’ control. Neither we nor the notes guarantors can assure you that any of us will generate sufficient cash flow from operations, or that future borrowings will be available, in an amount sufficient to enable any of us to pay our debt, including the notes, or to fund other liquidity needs.

9

Table of Contents

      We expect that substantial amounts of our debt will become due prior to the final maturity date of the notes, which we will be required to repay or refinance. Our 4 1/4% Convertible Subordinated Notes due 2004, or 4 1/4% Notes, our Zero Coupon Convertible Subordinated Debentures due 2020, or Zero Coupon Debentures, and the 3% Convertible Subordinated Notes due 2007, or 3% Notes, which we have guaranteed, either mature or give the holders of these notes the right to require us to repurchase these notes prior to the maturity date of the notes. See “Capitalization” and “Description of Material Debt.” We are also required to prepay the senior secured credit facility prior to the date of maturity of any of our convertible debt or the date on which any of our convertible debt becomes mandatorily redeemable if we are unable to demonstrate our ability to make the payment at maturity, or redemption payment and meet a minimum liquidity test on a pro forma basis. If either we or the notes guarantors are unable to generate sufficient cash flow and are unable to refinance or extend outstanding borrowings on commercially reasonable terms or at all, we and the notes guarantors may have to:

	•	reduce or delay capital expenditures planned for replacements, improvements and expansions;
	•	sell assets;
	•	restructure debt; and/or
	•	obtain additional debt or equity financing.

      We cannot assure you that we or the notes guarantors could effect or implement any of these alternatives on satisfactory terms, if at all.

We depend in substantial part on the cash flow from our non-guarantor subsidiaries to meet our obligations, and your right to receive payment on the notes and the notes guarantees will be effectively subordinated to the obligations of our non-guarantor subsidiaries.

      Our non-guarantor subsidiaries are separate and distinct legal entities with no obligation to pay any amounts due on the notes or the notes guarantees. Our non-guarantor subsidiaries have no obligation to provide us or the notes guarantors with funds for our payment obligations, whether by dividend, distribution, loan or other payments. Our cash flow and our ability to service our debt, including the notes, depends in substantial part on the earnings of our non-guarantor subsidiaries and on the distribution of earnings, loans or other payments to us by these subsidiaries. See Notes to the Consolidated Financial Statements and Notes to the Unaudited Condensed Consolidated Financial Statements included in this prospectus that set forth certain supplemental information of the guarantors and the non-guarantors.

      In addition, the ability of these non-guarantor subsidiaries to make any dividend, distribution, loan or other payment to us could be subject to statutory or contractual restrictions. The senior secured credit facility prohibits us and our subsidiaries from making payments of dividends and other distributions. However, we may make limited payments if we are in compliance with all of the facility’s covenants and no default or event of default exists under the facility. Payments to us by these non-guarantor subsidiaries will also be contingent upon their earnings and their business considerations. Because we depend in part on the cash flow of these subsidiaries to meet our obligations, these types of restrictions could impair our ability to make scheduled interest and principal payments on the notes.

      In addition, under the indenture governing the notes, non-guarantor restricted subsidiaries are permitted to incur substantial amounts of additional debt (see the definition of Permitted Debt under “Description of Notes — Certain Covenants — Limitation on Debt”). We and our restricted subsidiaries are also permitted to make an unlimited amount of investments in non-guarantor restricted subsidiaries under the indenture. As a result, the notes would be effectively subordinated to this additional debt that may be incurred by the non-guarantor restricted subsidiaries. In addition, if we or our restricted subsidiaries invest additional amounts in non-guarantor restricted subsidiaries, in the event of a bankruptcy, liquidation, reorganization or other winding up of any of the non-guarantor restricted subsidiaries, assets that otherwise could be used to satisfy our obligations under the notes will first be used to satisfy the liabilities of the non-guarantor restricted subsidiaries.

10

Table of Contents

      Our right to receive any assets of our non-guarantor subsidiaries upon their bankruptcy, liquidation, dissolution, reorganization or similar proceeding, and therefore your right to participate in those assets, will be effectively subordinated to the claims of these subsidiaries’ creditors, including trade creditors. In addition, even if Sanmina-SCI or the notes guarantors were a creditor of one or more of these subsidiaries, the rights of Sanmina-SCI and the notes guarantors as creditors would be subordinated to any security interest in the assets of these subsidiaries and any debt of these subsidiaries senior to that held by us or the notes guarantors. As a result, the notes and the notes guarantees will be effectively subordinated to all liabilities, including trade payables, of our current or future subsidiaries that are not notes guarantors. As of March 29, 2003, the notes and the notes guarantees would have been effectively subordinated to $1.2 billion of liabilities of our non-guarantor subsidiaries. As of March 29, 2003, the subsidiaries of Sanmina-SCI that are not notes guarantors had assets (excluding intercompany receivables from and investments in Sanmina-SCI and its subsidiaries) of $4.1 billion, representing approximately 52.3% of Sanmina-SCI’s consolidated total assets as of March 29, 2003, and net sales of $1.7 billion and $3.3 billion, respectively, representing approximately 68.1% and 67.0% of Sanmina-SCI’s consolidated net sales of $2.4 billion and $4.9 billion, respectively, for the three and six months ended March 29, 2003.

      We can designate any restricted subsidiary, including notes guarantors, to be unrestricted subsidiaries as long as we comply with the section entitled “Description of Notes — Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” and the terms of the indenture. If a notes guarantor that is a restricted subsidiary is designated as an unrestricted subsidiary, then the liabilities of that subsidiary will become effectively senior to the notes and that subsidiary will have no obligations to service the notes and will not be a guarantor under the indenture.

We may not be able to finance future needs or adapt our business plan to changes because of restrictions placed on us by the notes, the senior secured credit facility and other instruments governing our other debt.

      The agreements governing our existing debt, including the notes and our senior secured credit facility contain, and those governing our future debt may contain, various covenants that limit our ability to, among other things:

	•	incur additional debt, including guarantees by us or our restricted subsidiaries;
	•	make investments, pay dividends on our capital stock, redeem or repurchase our capital stock or subordinated obligations, subject to certain exceptions;
	•	create specified liens;
	•	make capital expenditures;
	•	sell assets;
	•	make acquisitions;
	•	create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us;
	•	engage in transactions with affiliates;
	•	engage in sale and leaseback transactions; and
	•	consolidate or merge with or into other companies or sell all or substantially all of our assets.

      Our ability to comply with covenants contained in the notes and the senior secured credit facility may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The senior secured credit facility requires us to comply with limits on capital expenditures, a maximum senior leverage ratio and a maximum net interest expense ratio. Additionally, the senior secured credit facility contains numerous affirmative covenants, including covenants regarding payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. Further, the senior secured credit facility contains negative covenants limiting our ability and the ability of our

11

Table of Contents

      Our failure to comply with these covenants could result in a default under these debt agreements. In addition, if any such default is not cured or waived, the default could result in an acceleration of debt under our other debt instruments that contain cross acceleration or cross-default provisions, which could require us to repay or repurchase debt, together with accrued interest, prior to the date it otherwise is due and that could adversely affect our financial condition. If a default occurs under our senior secured credit facility, the lenders could cause all of the outstanding debt obligations under the senior secured credit facility to become due and payable, which would result in a default under the notes and could lead to an acceleration of obligations related to the notes. Upon a default or cross-default, the collateral agent, at the direction of the lenders under the senior secured credit facility could proceed against the collateral. Even if we are able to comply with all of the applicable covenants, the restrictions on our ability to manage our business in our sole discretion could adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that we believe would be beneficial to us.

The collateral securing the notes and the notes guarantees will be released in certain circumstances and is subject to control by creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay both the first priority creditors and the holders of the notes.

      The notes and the notes guarantees are secured on a second priority basis by the same collateral securing our senior secured credit facility, as described in “Description of the Collateral and Intercreditor Arrangements.” However, as described in more detail in “Description of the Collateral and Intercreditor Arrangements,” the indenture governing the notes and the intercreditor agreement permit the second priority liens on the collateral to be released in certain circumstances without requiring replacement assets to be pledged as collateral. In addition, holders of the notes are not entitled to a security interest or lien on assets held by our non-guarantor subsidiaries, that is our non-U.S. subsidiaries, and the portion of our assets in or business conducted by our non-guarantor subsidiaries may increase over time which may result in a decline in the overall portion of our assets constituting collateral securing the notes.

      The first priority liens on the collateral will secure our obligations under the senior secured credit facility and certain other future debt permitted to be incurred by us or a restricted subsidiary under the indenture governing the notes and that is designated by us, at the time of such incurrence, as first priority lien secured debt. The holders of obligations secured by the first priority liens on the collateral will be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before the holders of the notes and the other obligations secured by second priority liens.

      The value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We cannot assure you that the proceeds from the sale or sales of all of the collateral would be sufficient to satisfy our obligations under the notes and our other obligations secured by the second priority liens, if any, after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the notes, then holders of the notes, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against our remaining assets.

      As of March 29, 2003, we had $275.0 million of debt outstanding under the senior secured credit facility, all of which will be secured by first priority liens on the collateral, subject to permitted liens. Under the indenture, we could also incur additional debt secured by first priority or second priority liens, that together with debt under the senior secured credit facility, shall not exceed the greater of $540.0 million or our Borrowing Base (as defined in “Description of Notes — Certain Definitions,”) as described in “Description of Notes — Certain Covenants — Limitation on Debt” and the definition of Permitted Liens under “Description of Notes — Certain Definitions.”

      The rights of the holders of the notes with respect to the collateral securing the notes are limited pursuant to the terms of an intercreditor agreement. Under the intercreditor agreement, at any time that obligations

12

Table of Contents

	•	the ability to cause the commencement of enforcement proceedings against the collateral
	•	the ability to control the conduct of such proceedings,
	•	the approval of amendments to the collateral documents,
	•	releases of liens on the collateral, and
	•	waivers of past defaults under the collateral documents.

      The collateral agent, on behalf of the holders of the notes, does not have the ability to control or direct such actions, even if the rights of the holders of the notes are adversely affected. Additional releases of collateral from the second priority lien securing the notes are permitted under some circumstances. See “Description of the Collateral and Intercreditor Arrangements.”

      Creditors with first priority security interests in the collateral have the discretion to release the guarantees under our credit facilities and correspondingly to release the notes guarantors so long as any release of these guarantees are not given in connection with the repayment of these credit facilities.

The right to foreclose upon and sell the collateral upon an event of default would be subject to limitations under bankruptcy and local laws.

      If we or any of our subsidiaries become subject to bankruptcy proceedings, the right of the holders of obligations with security interests in the collateral to foreclose upon and sell the collateral upon the occurrence of an event of default would be subject to limitations under applicable bankruptcy laws. In addition, a portion of the collateral consists of pledges of a portion of the stock of certain of our foreign subsidiaries. The validity of those foreign subsidiaries’ pledges and your ability to realize upon that collateral may be limited by the local law of these foreign subsidiaries, which limitations may or may not affect the first priority liens.

      In certain overseas jurisdictions in which our foreign subsidiaries are located, local laws may limit the ability of the holders of the notes to hold a second lien in relation to the pledged stock of such foreign subsidiaries under such local laws.

No holder of any note can exercise any remedies while real property in California comprises part of the collateral other than in accordance with the provisions of the indenture because the “one-action” rule in the State of California.

      California has an extensive and complicated body of law, known as the “one-action rule,” relating to the exercise of remedies against real property collateral by a secured creditor. If the collateral includes real estate in California, this law could be applicable to any potential enforcement by the trustee of its rights as a secured creditor. In summary, this rule requires that a creditor must bring only one action for the recovery of debt or the enforcement of any rights secured by a mortgage upon real property. This rule can be used by a borrower as an affirmative defense to force a creditor to exercise its remedies against all collateral in a single action. Even if the borrower does not assert this defense, the one-action rule could operate as a sanction on a creditor. It could operate as a sanction on that creditor since that creditor may be deemed to have made an election of remedies if the creditor selectively exercises any of its remedies against the borrower and the creditor’s lien over the real property collateral and the creditor’s other remedies may be extinguished.

      The one-action rule may have a particularly negative impact, from a creditor’s standpoint, in the event of an exercise of rights of set-off to satisfy an outstanding debt secured by real property. A creditor who exercises its right of set-off could be deemed to have taken its “one-action” by that set-off and may no longer either sue the borrower directly on the debt or exercise its remedies against any other collateral. As a result, no holder of any note can exercise any remedies while real property in California comprises part of the collateral other than in accordance with the indenture in order to limit the risk that the one-action rule could apply to any exercise of remedies by the collateral agent. Notwithstanding this provision of the indenture, in the event a holder of a

13

Table of Contents

Sanmina-SCI may not be able to repurchase the notes upon a change of control.

      Sanmina-SCI is required to make an offer to purchase all or a portion of your notes in the event of a change of control. As a result of such offer, you may require Sanmina-SCI to repurchase any of your notes. We cannot assure you that there will be sufficient funds to pay the repurchase price in the event of a change of control. In addition, the senior secured credit facility restricts Sanmina-SCI from repurchasing the notes upon a change of control. Any future debt agreements may also restrict or prohibit Sanmina-SCI from repurchasing the notes upon a change of control. If Sanmina-SCI is prohibited from repurchasing the notes, we could seek the consents of the lenders to permit the repurchase or we could seek to refinance the debt. We cannot assure you that we will be able to obtain any necessary consents or refinance the debt. The failure of Sanmina-SCI to repurchase the notes would be a default under the indenture for the notes. An event of default under the indenture for the notes. An event of default under the indenture for the notes would in turn be a default under the senior secured credit facility as well as certain of our other debt. In addition, an event constituting a change of control could also constitute a change of control or fundamental change under the 3% Notes, the 4 1/4% Notes and the Zero Coupon Debentures and require us to repurchase these other notes.

      In addition, the senior secured credit facility provides that particular types of change of control events would be an event of default under the senior secured credit facility. An event of default would entitle the lenders to, among other things, cause all outstanding debt obligations under the senior secured credit facility to become due and payable and to proceed against their collateral, which includes all of the collateral securing the notes and the notes guarantees. We cannot assure you that we would have sufficient assets or be able to obtain sufficient third-party financing on favorable terms to satisfy all of our obligations under the senior secured credit facility, the notes or other debt.

      The change of control provisions in the notes indenture may make it more difficult for a potential acquirer to obtain control of us. However, some important corporate events, for example leveraged recapitalizations, that would increase our debt would not constitute a “change of control” under the indenture.

If the notes receive an investment grade rating, Sanmina-SCI will no longer be subject to most of the covenants in the indenture and the collateral securing the notes and the collateral securing the notes guarantees will be released.

      If at any time the notes receive an investment grade rating from Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. and additional conditions are met under the indenture, we and our restricted subsidiaries will no longer be subject to most of the covenants set forth in the notes indenture and the second priority lien on the collateral securing the notes and the notes guarantees will be permanently released. In the event of such release, neither the notes nor the notes guarantees will be secured again even if the notes cease to have an investment grade rating by either or both of these rating agencies. See “Description of Notes — Covenants After Fall-Away Event.”

Bankruptcy law and state fraudulent conveyance laws may void our obligations and those of the notes guarantors under the notes and the notes guarantees, respectively.

      If Sanmina-SCI or any notes guarantor at the time they entered into the notes or the notes guarantees: (1) was or is insolvent or rendered insolvent by reason of such occurrence or (2) was or is engaged in a business or transaction for which the assets remaining with us, or such notes guarantor, constituted unreasonably small capital or (3) intended or intends to incur, or believed or believes that it would incur, debts beyond our or its ability to pay such debts as they mature and (4) in the case of (1) through (3) above Sanmina-SCI or such notes guarantor received or receives less than reasonably equivalent value or fair consideration for the incurrence of such debt or providing such notes guarantees, then the notes and the notes guarantees could be voided or claims in respect of the notes or the notes guarantees could be subordinated to all of our other debts or those of such notes guarantor under bankruptcy laws or state fraudulent conveyance

14

Table of Contents

      Measures of insolvency will vary depending upon the law applied in any proceeding. However, an entity would generally be considered insolvent if:

	•	the sum of its debts, including contingent liabilities, were greater than the saleable value of all of its assets at a fair valuation or if the present fair saleable value of its assets were less than the amount that would be required to pay its probable liabilities on its existing debts, including contingent liabilities, as they become absolute and mature, or
	•	it could not pay our or its debts as they become due.

      Sanmina-SCI believes that neither Sanmina-SCI nor any notes guarantor is insolvent or has unreasonably small capital for the business in which we or it is engaged and will incur debts beyond our or its ability to pay debts as they mature. We cannot assure you, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions.

Our rating downgrades make it more expensive for us to borrow money and may adversely affect the trading price of the notes.

      On December 5, 2002, Standard & Poor’s Ratings Services downgraded our corporate credit rating to “BB-” from “BB” and our subordinated note rating to “B” from “B+.” Standard & Poor’s assigned a “BB” bank loan rating to the senior secured credit facility and a “BB-” rating to the notes. Standard & Poor’s also noted that our ratings outlook is “stable.” On December 4, 2002, Moody’s Investors Service confirmed our senior implied rating to be “Ba2” and our senior unsecured issuer rating to be “Ba3.” Moody’s downgraded our subordinated note rating to “B1” from “Ba3.” Moody’s assigned “Ba1” rating to the senior secured credit facility and “Ba2” rating to the notes. Moody’s noted that our ratings outlook is “negative.” We do not know if either of these ratings services will downgrade our ratings further. These recent rating downgrades and any future downgrades may make it more expensive for us to raise additional capital in the future and adversely affect the trading price of the notes.

Risks Relating to Our Business

If the markets for our customers’ products decline further, or improve at a slower pace than we anticipate, demand for our services may be adversely affected and, therefore, our operating results could be adversely affected.

      As a result of the downturn in the electronics industry, in general, and the communications sector in particular, demand for our manufacturing services has declined significantly. The decrease in demand for manufacturing services by OEMs has resulted primarily from reduced capital spending by communications service providers. Until the recent downturn in the communications sector, we had depended on OEMs in this sector for a significant portion of our net sales and earnings. Consequently, our operating results have been adversely affected as a result of the deterioration in the communications market and the other markets that we serve. If capital spending in the end markets we serve continues to decline or if these markets do not improve, or improves at a slower pace than we anticipate, our revenue and profitability will continue to be adversely affected.

      We cannot accurately predict future levels of demand for our customers’ electronics products. As a result of this uncertainty, we cannot accurately predict if and when the electronics industry, and in particular the communications sector, will improve. Consequently, our past operating results, earnings and cash flows may not be indicative of our future operating results, earnings and cash flows.

15

Table of Contents

If demand for our higher-end, higher margin manufacturing services does not improve, our future gross margins and operating results may be lower than expected.

      Before the recent economic downturn in the communications sector, sales of our services to OEMs in this sector accounted for a substantially greater portion of our net sales and earnings than in recent periods. As a result of reduced sales to OEMs in the communications sector, our gross margins have declined because the services that we provided to these OEMs often were more complex, thereby generating higher margins, than those that we provided to OEMs in other sectors of the electronics industry. For example, communications OEMs often required us to manufacture printed circuit boards with more than 20 layers. In addition, a greater percentage of our net sales in recent periods has been derived from sales of personal computers. Margins on personal computers are typically lower than margins that we have historically realized in communication products. Personal computer OEMs are continuing to seek price decreases from us and other EMS companies and competition for this business remains intense. This price competition could adversely affect our gross margins. If demand for our higher-end, higher margin manufacturing services does not improve in the future, our gross margins and operating results in future periods may be lower than expected.

Our operating results are subject to significant uncertainties.

      Our operating results are subject to significant uncertainties, including the following:

	•	economic conditions in the electronics industry;
	•	the timing of orders from major customers and the accuracy of their forecasts;
	•	the timing of expenditures in anticipation of increased sales, customer product delivery requirements and shortages of components or labor;
	•	the mix of products ordered by and shipped to major customers as high volume and low complexity manufacturing services typically have lower gross margins than more complex and lower volume services;
	•	the degree to which we are able to utilize our available manufacturing capacity;
	•	our ability to effectively plan production and manage our inventory and fixed assets;
	•	pricing and other competitive pressures;
	•	seasonality in customers’ product requirements;
	•	fluctuations in component prices;
	•	component shortages, which could cause us to be unable to meet customer delivery schedules; and
	•	new product development by our customers.

      A significant portion of our operating expenses is relatively fixed in nature, and planned expenditures are based, in part, on anticipated orders, which are difficult to estimate because of the current downturn in the electronics industry. If we do not receive anticipated orders as expected, our operating results will be adversely impacted. Moreover, our ability to reduce our costs as a result of current or future restructuring efforts may be limited because consolidation of operations can be costly and a lengthy process to complete.

We generally do not obtain long-term volume purchase commitments from customers, and, therefore, cancellations, reductions in production quantities and delays in production by our customers could adversely affect our operating results.

      We generally do not obtain firm, long-term purchase commitments from our customers. Customers may cancel their orders, reduce production quantities or delay production for a number of reasons. Many of our customers recently have experienced significant decreases in demand for their products and services. The uncertain economic conditions in several of the markets in which our customers operate have prompted some of our customers to cancel orders, delay the delivery of some of the products that we manufacture or place

16

Table of Contents

	•	adversely affect our operating results by reducing the volumes of products that we manufacture for our customers;
	•	delay or eliminate recoupment of our expenditures for inventory purchased in preparation for customer orders; and
	•	lower our asset utilization, which would result in lower gross margins.

      In addition, customers may require that we transfer the manufacture of their products from one facility to another to achieve cost reductions and other objectives. These transfers may result in increased costs to us due to resulting facility downtime or less than optimal utilization of our manufacturing capacity.

We rely on a small number of customers for a substantial portion of our net sales, and declines in sales to these customers could adversely affect our operating results.

      Sales to our 10 largest customers accounted for 67.3% of our net sales in the quarter ending March 29, 2003 and our two largest customers International Business Machines Corporation, or IBM, and Hewlett Packard Company, or HP, each accounted for 10% or more of our net sales for the quarter. We depend upon the continued growth, viability and financial stability of our customers, substantially all of which operate in an environment characterized by rapid technological change, short product life cycles, consolidation, and pricing and margin pressures. We expect to continue to depend upon a relatively small number of customers for a significant percentage of our revenue. Consolidation among our customers may further concentrate our business in a limited number of customers and expose us to increased risks relating to dependence on a small number of customers. In addition, a significant reduction in sales to any of our large customers or significant pricing and margin pressures exerted by a key customer, would adversely affect our operating results. In the past, some of our large customers have significantly reduced or delayed the volume of manufacturing services ordered from us. We cannot assure you that present or future large customers will not terminate their manufacturing arrangements with us or significantly change, reduce or delay the amount of manufacturing services ordered from us, any of which would adversely affect our operating results.

If our business does not improve or declines, we may further restructure our operations, which may adversely affect our financial condition and operating results.

      In recent periods, we have announced two major restructuring plans as a result of the slowdown in the global electronics industry and the worldwide economy, as well as in connection with a number of our acquisitions. Prior to the end of fiscal 2002, we announced a phase one restructuring plan which contemplated aggregate cash and non-cash restructuring costs totaling approximately $730.0 million. As of March 29, 2003, the activities anticipated pursuant to this plan are substantially complete. In October 2002, we announced a phase two restructuring plan, which was approved by management in the fourth quarter of fiscal 2002, of up to $250.0 million of both cash and non-cash restructuring charges as a result of the continued slowdown in the EMS industry. We expect to incur up to approximately $150 million of restructuring costs pursuant to this new phase two restructuring plan in future periods. We cannot be certain as to the actual amount of these restructuring charges or the timing of their recognition for financial reporting purposes. We may need to take additional restructuring charges in the future if our business does not improve or declines or if the expected benefits of recently completed and currently planned restructuring activities do not materialize. These benefits may not materialize if we incur unanticipated costs in closing facilities or transitioning operations from closed facilities to other facilities or if customers cancel orders as a result of facility closures. If we are unsuccessful in implementing our restructuring plans, we may experience disruptions in our operations and higher ongoing costs, which may adversely affect our operating results.

17

Table of Contents

If we are unable to purchase the operations of electronics industry OEMs or negotiate favorable long-term supply agreements with the divesting OEMs, our business may be adversely affected.

      To continue to expand our business, we expect to pursue opportunities to acquire operations being divested by OEMs. We expect that competition for these divestiture transactions among EMS companies will be intense because these transactions typically enable the acquirer to enter into significant long-term supply arrangements with the divesting OEM. The pricing of manufacturing services in OEM divestiture transactions may be less favorable to us than in typical contractual relationships because of the long-term nature of these supply arrangements or an OEM’s desire to reduce manufacturing costs. In addition, because these transactions often involve existing customers, they can present difficult managerial and organizational challenges, particularly with respect to excess inventory, excess capacity and other aspects of our customer relationships. If we enter into new OEM asset divestiture transactions, our gross and operating margins may be reduced as a result of both the pricing structure as well as costs associated with excess inventory and capacity. Our future operating results could be adversely affected if we do not obtain a significant portion of the divestiture transactions that we pursue.

We are subject to intense competition in the EMS industry, and our business may be adversely affected by these competitive pressures.

      The EMS industry is highly competitive. We compete on a worldwide basis to provide electronics manufacturing services to OEMs in the communications, high-end computing, personal computing, aerospace and defense, medical, industrial controls and multimedia sectors. Our competitors include major global EMS providers such as Celestica, Inc., Flextronics International Ltd., Jabil Circuit, Inc., and Solectron Corporation, as well as smaller EMS companies that often have a regional or product, service or industry specific focus. Some of these companies have greater manufacturing and financial resources than we do. We also face competition from current and potential OEM customers, who may elect to manufacture their own products internally rather than outsource the manufacturing to EMS providers.

      We expect competition to intensify further as more companies enter markets in which we operate and the OEMs we serve continue to consolidate. To remain competitive, we must continue to provide technologically advanced manufacturing services, high quality service, flexible and reliable delivery schedules, and competitive prices. Our failure to compete effectively could adversely affect our business and results of operations.

Consolidation in the electronics industry may adversely affect our business.

      In the current economic climate, consolidation in the electronics industry may increase as companies combine to achieve further economies of scale and other synergies. Consolidation in the electronics industry could result in an increase in excess manufacturing capacity as companies seek to divest manufacturing operations or eliminate duplicative product lines. Excess manufacturing capacity has increased, and may continue to increase, pricing and competitive pressures for the EMS industry as a whole and for us in particular. Consolidation could also result in an increasing number of very large electronics companies offering products in multiple sectors of the electronics industry. The significant purchasing power and market power of these large companies could increase pricing and competitive pressures for us. If one of our customers is acquired by another company that does not rely on us to provide services and has its own production facilities or relies on another provider of similar services, we may lose that customer’s business. Any of the foregoing results of industry consolidation could adversely affect our business.

Our failure to comply with applicable environmental laws could adversely affect our business.

      We are subject to various federal, state, local and foreign environmental laws and regulations, including those governing the use, storage, discharge and disposal of hazardous substances and wastes in the ordinary course of our manufacturing operations. We also are subject to laws and regulations governing the recyclability of products, the materials that may be included in products, and the obligations of a manufacturer to dispose of these products after end users are done using them. If we violate environmental laws, we may be held liable for damages and the costs of remedial actions and may be subject to revocation of permits necessary to

18

Table of Contents

      Over the years, environmental laws have become, and in the future may become, more stringent, imposing greater compliance costs and increasing risks and penalties associated with violations. We operate in several environmentally sensitive locations and are subject to potentially conflicting and changing regulatory agendas of political, business and environmental groups. Changes in or restrictions on discharge limits, emissions levels, permitting requirements and material storage or handling could require a higher than anticipated level of operating expenses and capital investment or, depending on the severity of the impact of the foregoing factors, costly plant relocation.

We are potentially liable for contamination of our current and former facilities, including those of the companies we have acquired, which could adversely affect our business and operating results in the future.

      We are potentially liable for contamination at our current and former facilities, including those of the companies we have acquired. These liabilities include ongoing investigation and remediation activities at a number of sites, including our facilities located in Irvine, California (acquired as part of our acquisition of Elexsys), Owego, New York (a current facility of our Hadco subsidiary), Derry, New Hampshire (a current facility of our Hadco subsidiary) and Fort Lauderdale, Florida (a former facility of our Hadco subsidiary). Currently, we are unable to anticipate whether any third-party claims will be brought against us for the existence of such contamination. There can be no assurance that third-party claims will not arise and will not result in material liability to us. In addition, there are several sites, including our facilities in Wilmington, Massachusetts, Clinton, North Carolina, Brockville, Ontario and Gunzenhausen, Germany that are known to have groundwater contamination caused by a third party, and that third party has provided indemnity to us for the liability. Although we cannot guarantee you that we will not incur liability for clean-up costs or expenses at any of these sites, we have no reason to believe that such liability will occur and that it will be material to our business position.

Our key personnel are critical to our business, and we cannot assure you that they will remain with us.

      Our success depends upon the continued service of our executive officers and other key personnel. Generally, these employees are not bound by employment or non-competition agreements. We cannot assure you that we will retain our officers and key employees, particularly our highly skilled design, process and test engineers involved in the manufacture of existing products and development of new products and processes. The competition for these employees is intense. In addition, if Jure Sola, co-chairman and chief executive officer, Randy Furr, president and chief operating officer, or one or more of our other executive officers or key employees, were to join a competitor or otherwise compete directly or indirectly with us or otherwise be unavailable to us, our business, operating results and financial condition could be adversely affected.

We are subject to risks arising from our international operations.

      We conduct our international operations in Asia, Latin America, Canada and Europe and we continue to consider additional opportunities to make foreign acquisitions and construct new foreign facilities. We generated approximately 61.9% of our net sales from non-U.S. operations during the second quarter of fiscal 2003, and a significant portion of our manufacturing material was provided by international suppliers during

19

Table of Contents

	•	the imposition of government controls;
	•	export license requirements;
	•	political and economic instability;
	•	trade restrictions;
	•	changes in tariffs;
	•	labor unrest and difficulties in staffing;
	•	coordinating communications among and managing international operations;
	•	fluctuations in currency exchange rates;
	•	increases in duty rates;
	•	earnings expatriation restrictions;
	•	difficulties in obtaining export licenses;
	•	misappropriation of intellectual property; and
	•	constraints on our ability to maintain or increase prices.

      To respond to competitive pressures and customer requirements, we may further expand internationally in lower cost locations, particularly in Asia, Eastern Europe and Latin America. If we pursue expansion in these locations, we may incur additional capital expenditures. We cannot assure you that we will realize the anticipated strategic benefits of our international operations or that our international operations will contribute positively to, and not adversely affect, our business and operating results.

      In addition, the continuing threat of severe acute respiratory syndrome (“SARS”) may adversely impact our business, particularly in China and Southeast Asia. To date, SARS has not had a material adverse effect on our business. However, future spreading of SARS as well as travel and other restrictions imposed to combat SARS may adversely affect us.

We may encounter difficulties completing or integrating our acquisitions and expanding our operations, which could adversely affect our operating results.

      For the past several years, we have pursued a strategy of growth through acquisitions. These transactions have involved acquisitions of entire companies and acquisitions of selected assets from electronics industry OEMs. These assets typically consist primarily of equipment, inventory and, in certain cases, facilities or facility leases. OEM asset divestiture transactions also typically involve our entering into new supply agreements with OEMs. Acquisitions and other expansion of our operations may involve difficulties, including:

	•	integrating acquired operations and businesses;
	•	allocating management resources;
	•	scaling up production and coordinating management of operations at new sites;
	•	managing and integrating operations in geographically dispersed locations;
	•	maintaining customer, supplier or other favorable business relationships of acquired operations and restructuring or terminating unfavorable relationships;
	•	integrating the acquired company’s systems into our management information systems;
	•	addressing unforeseen liabilities of acquired businesses;
	•	lack of experience operating in the geographic market or industry sector of the business acquired;

20

Table of Contents

	•	improving and expanding our management information systems to accommodate expanded operations; and
	•	losing key employees of acquired operations.

      Any of these factors could prevent us from realizing the anticipated benefits of the acquisition or expansion, including operational synergies, economies of scale and increases in the value of our business. Our failure to realize the anticipated benefits of acquisitions or expansions could adversely affect our business and operating results.

      Future acquisitions may also result in dilutive issuances of equity securities, the incurrence of additional debt, restructuring charges relating to consolidation of operations and the creation of goodwill and other intangible assets that could result in amortization expense or impairment charges, any of which could adversely affect our operating results.

If we are unable to protect our intellectual property or infringe or are alleged to infringe another person’s intellectual property, our operating results may be adversely affected.

      We rely on a combination of copyright, patent, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We cannot be certain that the steps we have taken will prevent unauthorized use of our technology. Our inability to protect our intellectual property rights could diminish or eliminate the competitive advantages that we derive from our proprietary technology.

      We may become involved in litigation in the future to protect our intellectual property or because others may allege that we infringe on their intellectual property. These claims and any resulting lawsuit could subject us to significant liability for damages and invalidate our proprietary rights. In addition, these lawsuits, regardless of their merits, likely would be time consuming and expensive to resolve and would divert management’s time and attention. Any potential intellectual property litigation alleging our infringement of a third-party’s intellectual property also could force us or our customers to:

	•	stop producing products that use the challenged intellectual property;
	•	obtain from the owner of the infringed intellectual property a license to sell the relevant technology at an additional cost, which license may not be available on reasonable terms, or at all; and
	•	redesign those products or services that use the infringed technology.

We and the customers we serve are vulnerable to technological changes in the electronics industry.

      Our customers are primarily OEMs in the communications, high-end computing, personal computing, aerospace and defense, medical, industrial controls and multimedia sectors. These industry sectors, and the electronics industry as a whole, are subject to rapid technological change and product obsolescence. If our customers are unable to develop products that keep pace with the changing technological environment, our customers’ products could become obsolete, and the demand for our services could decline significantly. In addition, our customers may discontinue or modify products containing components that we manufacture, or develop products requiring new manufacturing processes. If we are unable to offer technologically advanced, easily adaptable and cost effective manufacturing services in response to changing customer requirements, demand for our services will decline. If our customers terminate their purchase orders with us or do not select us to manufacture their new products, our operating results could be adversely affected.

We may experience component shortages, which could cause us to delay shipments to customers and reduce our revenue and operating results.

      In the past from time to time, a number of components purchased by us and incorporated into assemblies and subassemblies produced by us have been subject to shortages. These components include application-specific integrated circuits, capacitors and connectors. Unanticipated component shortages have prevented us from making scheduled shipments to customers in the past and may do so in the future. Our inability to make scheduled shipments could cause us to experience a shortfall in revenue, increase our costs and adversely

21

Table of Contents

If we manufacture products containing design or manufacturing defects, or if our manufacturing processes do not comply with applicable statutory and regulatory requirements, demand for our services may decline and we may be subject to liability claims.

      We manufacture products to our customers’ specifications, and, in some cases, our manufacturing processes and facilities may need to comply with applicable statutory and regulatory requirements. For example, medical devices that we manufacture, as well as the facilities and manufacturing processes that we use to produce them, are regulated by the Food and Drug Administration. In addition, our customers’ products and the manufacturing processes that we use to produce them often are highly complex. As a result, products that we manufacture may at times contain design or manufacturing defects, and our manufacturing processes may be subject to errors or not in compliance with applicable statutory and regulatory requirements. Defects in the products we manufacture, whether caused by a design, manufacturing or component failure or error, or deficiencies in our manufacturing processes, may result in delayed shipments to customers or reduced or cancelled customer orders. If these defects or deficiencies are significant, our business reputation may also be damaged. The failure of the products that we manufacture or our manufacturing processes and facilities to comply with applicable statutory and regulatory requirements may subject us to legal fines or penalties and, in some cases, require us to shut down or incur considerable expense to correct a manufacturing program or facility. In addition, these defects may result in liability claims against us. The magnitude of such claims may increase as we expand our medical, automotive, and aerospace and defense manufacturing services because defects in medical devices, automotive components, and aerospace and defense systems could seriously harm users of these products. Even if our customers are responsible for the defects, they may not, or may not have the resources to, assume responsibility for any costs or liabilities arising from these defects.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

      This prospectus contains or incorporates by reference forward-looking statements. These statements relate to our expectations for future events and time periods. Generally, the words “anticipate,” “expect,” “intend” and similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements because of a variety of factors, including the risks described under “Risks Factors” in this prospectus. We disclaim any intention or obligation to update or revise any forward-looking statements contained in or incorporated by reference into this prospectus, whether as a result of new information, future events or otherwise.

22

Table of Contents

USE OF PROCEEDS

      The exchange offer is intended to satisfy our obligations under the registration rights agreement that we entered into in connection with the private offering of the original notes. We will not receive any cash proceeds from the issuance of the exchange notes. The original notes that are surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. As a result, the issuance of the exchange notes will not result in any increase or decrease in our indebtedness.

      The net proceeds from the offering of the sale of the original notes in the initial private placement and our senior secured credit facility were approximately $994.0 million in the aggregate after deducting the discounts and estimated expenses of the offering and the related discounts and transaction costs of our senior secured credit facility. We used a portion of the net proceeds from the sale of the original notes and our senior secured credit facility to repay our debt under the old credit facility and repay the outstanding balance under our old receivables securitization facility. We plan to use the remaining proceeds to refinance or restructure our other debt, to fund the further expansion of our business, and for additional working capital, capital expenditures and general corporate purposes.

      The debt repaid under the old credit facility bore interest at a variable rate based on a defined bank rate, which was 4.75% per year as of September 28, 2002. As of September 28, 2002, the balance under the old receivables securitization facility bore an effective interest rate of 2.56% per year.

23

Table of Contents

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

      The following unaudited pro forma combined condensed statement of operations gives effect to the SCI Acquisition using the purchase method of accounting, as required by Statement of Financial Accounting Standards No. 141, “Business Combinations.” Under this method of accounting, we have allocated the purchase price of the SCI Acquisition to the fair value of the assets of operations acquired and liabilities assumed, including goodwill.

      The unaudited pro forma combined condensed statement of operations is based on our consolidated financial statements and accompanying notes which are included in this prospectus and SCI’s historical consolidated financial statements. The unaudited pro forma combined condensed statement of operations gives effect to the SCI Acquisition as if it occurred on September 30, 2001. SCI’s results of operations are included in our statements of operations from December 3, 2001, the close of the accounting period nearest to the acquisition date of December 6, 2001.

      Sanmina and SCI incurred direct transaction costs of approximately $21.0 million and $29.8 million, respectively, in connection with the acquisition. Our direct transaction costs have been included in the total purchase cost for accounting purposes. SCI charged its direct transaction costs to operations in the fiscal period ended December 2, 2001. There can be no assurance that the combined company will not incur additional charges in subsequent quarters relating to costs associated with the SCI Acquisition.

      The pro forma data is not necessarily indicative of the actual results that might have occurred had the SCI Acquisition occurred at the beginning of fiscal 2002 nor is it necessarily indicative of the future operating results of the combined company. While presented with numerical specificity, based on assumptions considered reasonable by management when taken as a whole, the unaudited pro forma financial data are for illustrative purposes only and are necessarily speculative in nature. We believe that the pro forma data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such information.

      The unaudited pro forma combined condensed statement of operations should be read in conjunction with our consolidated financial statements and the related notes thereto which are included in this prospectus and SCI’s consolidated financial statements and the related notes thereto which have been previously filed with the SEC.

24

Table of Contents

SANMINA AND SCI

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

See accompanying notes to unaudited pro forma combined condensed statement of operations.

25

Table of Contents

NOTES TO UNAUDITED PRO FORMA COMBINED

CONDENSED STATEMENT OF OPERATIONS

      On December 6, 2001, we acquired SCI in a transaction whereby SCI merged with one of our wholly owned subsidiaries and SCI became one of our wholly owned subsidiaries. Under the terms of the SCI Acquisition, SCI stockholders received 1.36 shares of our common stock for each share of SCI common stock. In addition, we issued options to purchase shares of our common stock in exchange for each issued and outstanding SCI option. The transaction was accounted for as a purchase business combination. The purchase price was allocated as follows:

      The total purchase price of approximately $4.4 billion consisted of approximately 200.6 million shares of our common stock with a fair value of approximately $4.2 billion, 13.0 million vested and unvested stock options with a fair value of $203.0 million, of which approximately $4.6 million was recorded as deferred compensation related to the intrinsic value of the unvested options, and direct transaction costs of $21.0 million. The value of the 200.6 million shares of our common stock used to acquire SCI was based on a per share price of $20.87. This per share price of our common stock was determined as the average closing market price for the five trading days ending July 17, 2001 (which encompasses a period of a few business days each before and after the merger was announced). The fair value of the SCI common stock options that we assumed was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

	•	risk-free interest rate of 4.48%;
	•	expected life of four years;
	•	expected dividend rate of 0%; and
	•	volatility of 105%.

      Our direct transaction costs of $21.0 million consisted primarily of fees for investment bankers, attorneys, accountants, filing costs and financial printing. We have recorded $4.3 billion related to goodwill, of which $1.2 billion is related to domestic operations and $3.1 billion is related to international operations. Of the $4.3 billion recorded for goodwill, the majority is not deductible for tax purposes.

      During the fourth quarter of fiscal 2002, we recorded a goodwill impairment loss of $299.0 million for the domestic reporting unit and $2.4 billion for the international reporting unit, or a total of $2.7 billion. The impairment loss resulted from the extended decline in the electronics industry and the communications sector in particular, which reduced the estimated fair values of the reporting units below their respective carrying values. We cannot assure you that future goodwill impairment tests will not result in further impairment charges.

      The purchase price was allocated to the tangible assets acquired and liabilities assumed on the basis of their respective estimated fair values on the acquisition date. The allocations above were based on management’s estimate of the fair value for purchase accounting purposes at the date of acquisition. The purchase price allocation also includes adjustments to net tangible assets for the closing and consolidation of SCI facilities as a result of the SCI Acquisition. Estimates of fair values were refined during fiscal 2002 and the corresponding adjustments were made to the purchase price allocation.

26

Table of Contents

(1) Unaudited Pro Forma Combined Condensed Statement of Operations

      The pro forma combined condensed statement of operations gives effect to the SCI Acquisition as if it had occurred on September 30, 2001. Our consolidated statement of operations for fiscal 2002 has been combined with SCI’s consolidated statement of operations for the two months ended December 2, 2002. SCI’s results of operations are included in our statements of operations from December 3, 2001, the close of the accounting period nearest to the acquisition date of December 6, 2001. SCI’s net sales for the four-day period between December 3 and December 6 were approximately $91.0 million.

      The following adjustments have been reflected in the unaudited pro forma combined condensed statement of operations:

	(A)	To record the amortization of deferred compensation for the months of October and November 2001 associated with the intrinsic value of unvested SCI options assumed by us. Deferred compensation represents a portion of the estimated intrinsic value of unvested SCI stock options assumed by us in the SCI Acquisition to the extent that service is required after the closing date of the SCI Acquisition in order to vest. In March 2000, the Financial Accounting Standards Board issued FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB No. 25. This Interpretation, which was effective as of July 1, 2000, results in compensation charges over the remainder of the options’ vesting periods. We are amortizing the value assigned to deferred compensation of approximately $4.6 million over an average remaining vesting period of three years. The estimated deferred compensation amount of $4.6 million was determined based on converting the estimated number of unvested options to purchase SCI common stock at December 6, 2001 into options to purchase our common stock subject to the same terms and conditions as were applicable prior to the effective time of the SCI Acquisition, adjusted based on the exchange ratio. The product of the market price less exercise prices multiplied by the number of converted unvested options multiplied by the fraction 3/4 (representing the average remaining service period divided by the average vesting period at issuance) equals $4.6 million.
	(B)	To remove amortization of historical identifiable intangible assets previously recorded by SCI.
	(C)	To record the tax effect of the removal of SCI amortization of historical goodwill and the amortization of the deferred compensation related to SCI assumed options. The tax rate used to record the tax effect of these adjustments was the weighted average combined effective tax rate for the two companies for the applicable period.
	(D)	Basic pro forma combined earnings (loss) per share (EPS) was computed by dividing pro forma combined net loss by the weighted average number of shares of common stock outstanding for the period presented. Diluted pro forma combined EPS for the period presented includes dilutive common stock equivalents, if any, using the treasury stock method. The number of shares issued as consideration for the SCI Acquisition is based on an exchange ratio of SCI stock to our stock of 1.36.

27

Table of Contents

      A reconciliation of the pro forma combined net loss and pro forma weighted average number of shares used for the dilutive earnings (loss) per share computations for the period presented is as follows:

      For fiscal 2002, 39,297,434 potentially dilutive shares from the conversion of the convertible subordinated debt were not included in the computation of diluted earnings per share because the effect would be anti-dilutive. All stock options were anti-dilutive due to the net loss in fiscal 2002.

28

Table of Contents

SELECTED CONSOLIDATED FINANCIAL DATA

      The consolidated statement of operations data for each of the five fiscal years in the period ended September 28, 2002, and the consolidated balance sheet data at the end of these fiscal years, has been derived from our audited consolidated financial statements. Our audited consolidated financial statements for fiscal 1998 and fiscal 1999 have been restated to give effect to pooling of interests business combinations that occurred in subsequent periods and the restated audited consolidated financial statements for fiscal 1998 have not been filed in full with the SEC. Our audited consolidated financial statements for fiscal 2000, fiscal 2001 and fiscal 2002 have been included in or incorporated by reference in this prospectus. Our statement of operations for fiscal 2002 includes the operating results of SCI from December 3, 2001, the close of the accounting period nearest to the acquisition date of December 6, 2001. The selected consolidated statement of operations data below for the six month periods ended March 30, 2002 and March 29, 2003, and the selected consolidated balance sheet data as of March 29, 2003, have been derived from the unaudited condensed consolidated financial statements of Sanmina-SCI that are included herein. In the opinion of management, such unaudited quarterly financial data contains all adjustments necessary for the fair presentation of our financial position and results of operations as of and for such periods. Operating results for the six months ended March 29, 2003 are not necessarily indicative of results that may be expected for future periods. Also included below is selected unaudited pro forma statements of operations data for fiscal 2002. The pro forma financial data gives effect to the SCI Acquisition as if it occurred on September 30, 2001.

29

Table of Contents

(1)	During fiscal 2002, we recorded an impairment loss of approximately $2.7 billion in connection with the annual impairment test pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” which requires that companies no longer amortize goodwill but instead test for impairment at least annually. As of September 28, 2002, the remaining carrying value of goodwill was approximately $2.1 billion. There can be no assurance that future goodwill impairment tests will not result in further impairment charges.
(2)	We recognize restructuring costs related to our plans to exit certain activities resulting from the identification of duplicative and excess manufacturing and administrative facilities that we choose to close or consolidate. In connection with our exit activities, we record restructuring charges for employee termination costs, long-lived asset impairments, costs related to leased facilities to be abandoned or subleased, and other exit-related costs. These charges were incurred pursuant to formal plans developed by management and accounted for in accordance with Emerging Issues Task Force Issue No. (“EITF”) 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” and EITF 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.”

30

Table of Contents

THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

      On December 23, 2002, we sold $750.0 million in aggregate principal amount at maturity of the original notes in a private placement. The original notes were sold to the initial purchasers who in turn resold the notes to a limited number of “Qualified Institutional Buyers,” as defined under the Securities Act, and to non-U.S. persons in transactions outside the United States in reliance on Regulation S of the Securities Act. In connection with the sale of the original notes, we, the notes guarantors and the initial purchasers entered into a registration rights agreement. Under the registration rights agreement, we and the notes guarantors have agreed to file a registration statement regarding the exchange of the original notes for the exchange notes which are registered under the Securities Act. We have also agreed to use our reasonable efforts to cause the registration statement to become effective with the SEC and to conduct this exchange offer. For a more detailed explanation of our obligations under the registration rights agreement, see the section entitled “Description of Notes — Exchange Offer; Registration Rights.”

      We are making the exchange offer to comply with our obligations under the registration rights agreement. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

      In order to participate in the exchange offer, you must represent to us, among other things, that:

	•	you are acquiring the exchange notes in the exchange offer in the ordinary course of your business;
	•	you are not engaged in, and do not intend to engage in, a distribution of the exchange notes;
	•	you do not have any arrangement or understanding with any person to participate in the distribution of the exchange notes;
	•	you are not a broker-dealer tendering original notes acquired directly from us for your own account; and
	•	you are not one of our “affiliates,” as defined in Rule 405 of the Securities Act.

Resale of the Exchange Notes

      Based on a previous interpretation by the Staff of the SEC set forth in no-action letters issued to third parties, including Exxon Capital Holdings Corporation (available May 13, 1988) and Morgan Stanley & Co. Incorporated (available June 5, 1991), we believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you, except if you are an affiliate of us, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the representations set forth in “— Purpose and Effect of the Exchange Offer” apply to you.

      If:

	•	you are a broker-dealer; or
	•	you acquire exchange notes in the exchange offer for the purpose of distributing or participating in the distribution of the exchange notes,

you cannot rely on the position of the staff of the SEC contained in the no-action letters mentioned above and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available.

      Each broker-dealer that receives exchange notes for its own account in exchange for private notes, which the broker-dealer acquired as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resales of

31

Table of Contents

Terms of the Exchange Offer

      This prospectus and the accompanying letter of transmittal together constitute the exchange offer. Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept original notes for exchange which are properly tendered on or before the expiration date and are not withdrawn as permitted below. The expiration date for this exchange offer is 5:00 p.m., New York City time, on July 21, 2003, or such later date and time to which we, in our sole discretion, extend the exchange offer, subject to applicable law. However, the latest time and date to which we can extend the exchange offer is 5:00 p.m., New York City time, on July 29, 2003.

      As of the date of this prospectus, $750.0 million in aggregate principal amount at maturity of the original notes are outstanding. This prospectus, together with the letter of transmittal, is being sent to all registered holders of the original notes on this date. There will be no fixed record date for determining registered holders of the original notes entitled to participate in the exchange offer. However, holders of the original notes must cause their original notes to be tendered by book-entry transfer or tender their certificates for the original notes before the expiration date of the exchange offer in order to participate in the exchange offer.

      The form and terms of the exchange notes being issued in the exchange offer are the same as the form and terms of the original notes except that:

	•	the exchange notes being issued in the exchange offer will have been registered under the Securities Act;
	•	the exchange notes being issued in the exchange offer will not bear the restrictive legends restricting their transfer under the Securities Act; and
	•	the exchange notes being issued in the exchange offer will not contain the registration rights and special interest provisions contained in the original notes.

      The exchange notes will evidence the same debt as the original notes and will be issued under the same indenture, so the exchange notes and the original notes will be treated as a single class of debt securities under the indenture.

      Outstanding notes being tendered in the exchange offer must be in integral multiples of $1,000. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes surrendered pursuant to the exchange offer.

      We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement and applicable federal securities laws. Original notes that are not tendered for exchange under the exchange offer will remain outstanding and will be entitled to the rights under the related indenture. Any original notes not tendered for exchange will not retain any rights under the registration rights agreement and will remain subject to transfer restrictions. See “— Consequences of Failure to Exchange.” You do not have any approval or dissenters’ rights under the indenture in connection with the exchange offer.

      We will be deemed to have accepted validly tendered original notes when, as and if we will have given oral or written notice of our acceptance of the validly tendered original notes to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us. If any tendered original notes are not accepted for exchange because of an invalid tender or the occurrence of other events set forth in this prospectus or otherwise, certificates for any unaccepted original

32

Table of Contents

      Those who tender original notes in the exchange offer will not be required to pay brokerage commission or fees or, subject to the instruction in the letter of transmittal, transfer taxes with respect to the exchange under the exchange offer. We will pay all charges and expenses, other than applicable taxes described below, in connection with the exchange offer. See “— Fees and Expenses.”

Expiration Date; Extensions, Amendments

      The expiration date is 5:00 p.m., New York City time on July 21, 2003, or such later date and time to which we, in our sole discretion, extend the exchange offer, subject to applicable law. However, the latest time and date to which we can extend the exchange offer is 5:00 p.m., New York City time, on July 29, 2003.

      In case of an extension of the expiration date of the exchange offer, we will issue a press release or other public announcement no later than 9:00 a.m. Eastern time, on the next business day after the previously scheduled expiration date. Such notification may state that we are extending this exchange offer for a specified period of time, but in no event later than July 29, 2003.

Conditions to the Completion of the Exchange Offer

      We may not accept original notes for exchange and may terminate or not complete the exchange offer if:

	•	any action, proceeding or litigation seeking to enjoin, make illegal or delay completion of the exchange offer or otherwise relating in any manner to the exchange offer is instituted or threatened;
	•	any order, stay, judgment or decree is issued by any court, government, governmental authority or other regulatory or administrative authority and is in effect, or any statute, rule, regulation, governmental order or injunction shall have been proposed, enacted, enforced or deemed applicable to the exchange offer, any of which would or might restrain, prohibit or delay completion of the exchange offer or impair the contemplated benefits of the exchange offer to us;
	•	any of the following occurs and the adverse effect of such occurrence shall, in our reasonable judgment, be continuing:

	—	any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States;
	—	any extraordinary or material adverse change in U.S. financial markets generally, including, without limitation, a decline of at least 10% in either the Dow Jones Industrial Average, the NASDAQ Index or the Standard & Poor’s 500 Index from the date of commencement of the exchange offer;
	—	a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States;
	—	any limitation, whether or not mandatory, by any governmental entity on, or any other event that would reasonably be expected to materially adversely affect, the extension of credit by banks or other lending institutions;
	—	a commencement of a war or other national or international calamity directly or indirectly involving the United States, which would reasonably be expected to affect materially or adversely, or to delay materially, the completion of the exchange offer; or
	—	if any of the situations described above existed at the time of commencement of the exchange offer and that situation deteriorates materially after commencement of the exchange offer.

33

Table of Contents

	•	any tender or exchange offer, other than this exchange offer by us, with respect to some or all of our outstanding common stock or any merger, acquisition or other business combination proposal involving us shall have been proposed, announced or made by any person or entity;
	•	any event or events occur that have resulted or may result, in our reasonable judgment, in a material adverse change in our business or financial condition; or
	•	as the term “group” is used in Section 13(d)(3) of the Exchange Act:

	—	any person, entity or group acquires more than 5% of our outstanding shares of common stock, other than a person, entity or group which had publicly disclosed such ownership with the SEC prior to the date of commencement of the exchange offer;
	—	any such person, entity or group which had publicly disclosed such ownership prior to such date shall acquire additional common stock constituting more than 2% of our outstanding shares;
	—	any new group shall have formed that beneficially owns more than 5% of our outstanding shares of common stock that in our judgment in any such case, and regardless of the circumstances, makes it inadvisable to proceed with the exchange offer or with such acceptance for exchange of existing notes;

	•	any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939;
	•	any governmental approval or approval by holders of the original notes has not been obtained if we, in our reasonable judgment, deem this approval necessary for the consummation of the exchange offer; or
	•	there occurs a change in the current interpretation by the Staff of the SEC which permits the exchange notes to be issued in the exchange offer to be offered for resale, resold and otherwise transferred by the holders of the exchange notes, other than broker-dealers and any holder which is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes acquired in the exchange offer are acquired in the ordinary course of that holder’s business and that holder has no arrangement or understanding with any person to participate in the distribution of the exchange notes to be issued in the exchange offer.

      If any of the above events occur, we may:

	•	terminate the exchange offer and promptly return all tendered original notes to tendering holders;
	•	complete and/or extend the exchange offer and, subject to your withdrawal rights, retain all tendered original notes until the extended exchange offer expires;
	•	amend the terms of the exchange offer; or
	•	waive any unsatisfied condition and, subject to any requirement to extend the period of time during which the exchange offer is open, complete the exchange offer.

      We may assert these conditions with respect to the exchange offer regardless of the circumstances giving rise to them. All conditions to the exchange offer, other than those dependent upon receipt of necessary government approvals, must be satisfied or waived by us before the expiration of the exchange offer. We may waive any condition in whole or in part at any time in our reasonable discretion. Our failure to exercise our rights under any of the above circumstances does not represent a waiver of these rights. Each right is an ongoing right that may be asserted at any time. Any determination by us concerning the conditions described above will be final and binding upon all parties.

      If a waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that we will distribute to the registered holders of the original notes, and we will extend the exchange offer for a period of five to ten business days, as required by applicable law,

34

Table of Contents

Procedures for Tendering

      To effectively tender original notes by book-entry transfer to the account maintained by the exchange agent at DTC, holders of original notes must request a DTC participant to, on their behalf, in lieu of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance through DTC’s Automated Tender Offer Program (“ATOP”). DTC will then edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance. An “agent’s message” is a message transmitted by DTC to, and received by, the exchange agent and forming a part of the Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the DTC participant tendering original notes on behalf of the holder of such original notes that such DTC participant has received and agrees to be bound by the terms and conditions of the exchange offer as set forth in this prospectus and the related letter of transmittal and that we may enforce such agreement against such participant. A timely confirmation of a book-entry transfer of the original notes into the exchange agent’s account at DTC (a “Book-Entry Confirmation”), pursuant to the book-entry transfer procedures described below, as well as an agent’s message pursuant to DTC’s ATOP system must be mailed or delivered to the exchange agent on or prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer.

      To effectively tender any original notes held in physical form, a holder of the original notes must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal, and mail or otherwise deliver such letter of transmittal or a facsimile thereof, together with the certificates representing such original notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

      Holders of original notes whose certificates for original notes are not lost but are not immediately available or who cannot deliver their certificates and all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date, or who cannot complete the procedures for book-entry transfer on or prior to the expiration date, may tender their original notes according to the guaranteed delivery procedures set forth in “— Guaranteed Delivery Procedures” below.

      The method of delivery of the letter of transmittal, any required signature guarantees, the original notes and all other required documents, including delivery of original notes through DTC, and transmission of an agent’s message through DTC’s ATOP system, is at the election and risk of the tendering holders, and the delivery will be deemed made only when actually received or confirmed by the exchange agent. If original notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the expiration date, as desired, to permit delivery to the exchange agent prior to 5:00 p.m. on the expiration date. Holders tendering original notes through DTC’s ATOP system must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on such respective date.

      No original notes, agent’s messages, letters of transmittal or other required documents should be sent to us. Delivery of all original notes, agent’s messages, letters of transmittal and other documents must be made to the exchange agent. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders.

      The tender by a holder of original notes, including pursuant to the delivery of an agent’s message through DTC’s ATOP system, will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

      Holders of original notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee who wish to tender must contact such registered holder promptly and instruct such registered holder how to act on such non-registered holder’s behalf.

      Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a

35

Table of Contents

	•	by a registered holder of original notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or
	•	for the account of an eligible institution.

      If a letter of transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such person should so indicate when signing, and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with such letter of transmittal.

      If the letter of transmittal is signed by a person other than the registered holder, the original notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holders’ name appears on the original notes.

      All questions as to the validity, form, eligibility, time of receipt and withdrawal of the tendered original notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all original notes not validly tendered or any original notes which, if accepted, would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any irregularities or conditions of tender as to particular original notes. Our interpretation of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within such time as we shall determine. Although we intend to notify you of defects or irregularities with respect to tenders of original notes, none of us, the exchange agent, or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of original notes, nor shall any of them incur any liability for failure to give such notification. Tenders of original notes will not be deemed to have been made until such irregularities have been cured or waived. Any original notes received by the exchange agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date of the exchange offer.

      Although we have no present plan to acquire any original notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any original notes that are not tendered in the exchange offer, we reserve the right, in our sole discretion, to purchase or make offers for any original notes after the expiration date of the exchange offer, from time to time, through open market or privately negotiated transactions, one or more additional exchange or tender offers, or otherwise, as permitted by law, the indenture and our other debt agreements. Following consummation of this exchange offer, the terms of any such purchases or offers could differ materially from the terms of this exchange offer.

      By tendering, each holder will represent to us that, among other things:

	•	it is not an affiliate of ours;
	•	the person acquiring the exchange notes in the exchange offer is obtaining them in the ordinary course of its business, whether or not such person is the holder, and
	•	neither the holder nor such other person has any arrangement or understanding with any person to participate in the distribution of the exchange notes issued in the exchange offer.

      If any holder or any such other person is an “affiliate,” as defined under Rule 405 of the Securities Act, of us, or is engaged in or intends to engage in or has an arrangement or understanding with any person to

36

Table of Contents

	•	may not rely on the applicable interpretations of the staff of the SEC; and
	•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

      Each broker-dealer who acquired its original notes as a result of market-making activities or other trading activities, and thereafter receives exchange notes issued for its own account in the exchange offer, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes issued in the exchange offer. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes Issued in the Exchange Offer

      Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all original notes properly tendered and will issue exchange notes registered under the Securities Act. For purposes of the exchange offer, we will be deemed to have accepted properly tendered original notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter. See “— Conditions to the Exchange Offer” for a discussion of the conditions that must be satisfied before we accept any original notes for exchange.

      For each original note accepted for exchange, the holder will receive an exchange note registered under the Securities Act having a principal amount equal to that of the surrendered original note. As a result, registered holders of exchange notes issued in the exchange offer on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid on the original notes, from December 23, 2002. Original notes that we accept for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Under the registration rights agreement, we may be required to make additional payments in the form of additional interest to the holders of the original notes under circumstances relating to the timing of the exchange offer.

      In all cases, we will issue exchange notes in the exchange offer for original notes that are accepted for exchange only after the exchange agent timely receives:

	•	certificates for such original notes or a book-entry confirmation of such original notes into the exchange agent’s account at DTC or certificates for such original notes;
	•	an agent’s message or a properly completed and duly executed letter of transmittal; and/or
	•	any other required documents.

      If for any reason set forth in the terms and conditions of the exchange offer we do not accept any tendered original notes, or if a holder submits original notes for a greater principal amount than the holder desires to exchange or a holder withdraws original notes, we will return such unaccepted, non-exchanged or withdrawn original note without cost to the tendering holder. In the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC, such non-exchanged original notes will be credited to an account maintained with DTC. We will return the original notes or have them credited to the DTC account as promptly as practicable after the expiration or termination of the exchange offer.

Book-Entry Transfer

      The exchange agent will establish an account with respect to the original notes at DTC for purposes of this exchange offer. Any financial institution that is a participant in DTC’s ATOP systems may use DTC’s

37

Table of Contents

Guaranteed Delivery Procedures

      If your certificates for original notes are not lost but are not immediately available or you cannot deliver your certificates and any other required documents to the exchange agent on or prior to the expiration date, or you cannot complete the procedures for book-entry transfer on or prior to the expiration date, you may nevertheless effect a tender of your original notes if:

	•	the tender is made through an eligible institution;
	•	prior to the expiration date of the exchange offer, the exchange agent receives by facsimile transmission, mail or hand delivery from such eligible institution a validly completed and duly executed notice of guaranteed delivery, substantially in the form provided with this prospectus, or an agent’s message with respect to guaranteed delivery which:

	•	sets forth your name and address and the amount of your original notes tendered;
	•	states that the tender is being made thereby; and
	•	guarantees that within three NYSE trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered original notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

	•	the certificates for all physically tendered original notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal of Tenders

      Tenders of original notes may be properly withdrawn at any time prior 5:00 p.m., New York City time, on the expiration date of the exchange offer.

      For a withdrawal of a tender to be effective, a written notice of withdrawal delivered by hand, overnight by courier or by mail, or a manually signed facsimile transmission, or a properly transmitted “Request Message” through DTC’s ATOP system, must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. Any such notice of withdrawal must:

	•	specify the name of the person that tendered the original notes to be properly withdrawn;
	•	identify the original notes to be properly withdrawn, including the principal amount of such original notes;
	•	in the case of original notes tendered by book-entry transfer, specify the number of the account at DTC from which the original notes were tendered and specify the name and number of the account at DTC to be credited with the properly withdrawn original notes and otherwise comply with the procedures of such facility;
	•	contain a statement that such holder is withdrawing its election to have such original notes exchanged for exchange notes;

38

Table of Contents

	•	other than a notice transmitted through DTC’s ATOP system, be signed by the holder in the same manner as the original signature on the letter of transmittal by which such original notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the original notes register the transfer of such original notes in the name of the person withdrawing the tender; and
	•	specify the name in which such original notes are registered, if different from the person who tendered such original notes.

      All questions as to the validity, form, eligibility and time of receipt of such notice will be determined by us, and our determination shall be final and binding on all parties. Any original notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of this exchange offer. No exchange notes will be issued with respect to any withdrawn original notes unless the original notes so withdrawn are later tendered in a valid fashion. Any original notes that have been tendered for exchange but are not exchanged for any reason will be returned to the tendering holder thereof without cost to such holder, or, in the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described above, such original notes will be credited to an account maintained with DTC for the original notes as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be retendered by following the procedures described above at any time on or prior to the expiration date of the exchange offer.

Exchange Agent

      U.S. Bank National Association (as successor to State Street Bank & Trust Company of California, N.A.), has been appointed as exchange agent for this exchange offer. Letters of transmittal, agent’s message or request messages through DTC’s ATOP system, notices of guaranteed delivery and all correspondence in connection with this exchange offer should be sent or delivered by each holder of original notes or a beneficial owner’s broker, dealer, commercial bank, trust company or other nominee to the exchange agent at the following address: U.S. Bank National Association, Corporate Trust Services, 180 East Fifth Street, St. Paul, MN 55101, Attention: Paula Oswald, telephone: (213) 362-7338, facsimile: (213) 362-7357. We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith. Delivery or facsimile to a party other than the exchange agent will not constitute valid delivery.

Fees and Expenses

      The expenses of soliciting tenders pursuant to this exchange offer will be paid by us.

      Except as described above, we will not make any payments to brokers, dealers or other persons soliciting acceptances of this exchange offer. We will, however, pay the reasonable and customary fees and out-of-pocket expenses of the exchange agent, the trustee, and legal, accounting, and related fees and expenses. We may also pay brokerage houses and other custodians, nominees and fiduciaries their reasonable out-of-pocket expenses incurred in forwarding copies of this prospectus and related documents to the beneficial owners of the original notes, and in handling or forwarding tenders for exchange.

      We will also pay all transfer taxes, if any, applicable to the exchange of original notes pursuant to this exchange offer. If, however, original notes are to be issued for principal amounts not tendered or accepted for exchange in the name of any person other than the registered holder of the original notes tendered or if tendered original notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of original notes pursuant to this exchange offer, then the amount of any such transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the consent and letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

39

Table of Contents

      The estimated cash expenses to be incurred in connection with the exchange offer are estimated in the aggregate to be approximately $3.2 million. These expenses include registration fees, fees and expenses of the exchange agent, accounting and legal fees, and printing costs, among others.

Consequences of Failure of Exchange Outstanding Securities

      Holders who desire to tender their original notes in exchange for exchange notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent nor us is under any duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange.

      Original notes that are not tendered or are tendered but not accepted will, following the completion of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the original notes and the existing restrictions on transfer set forth in the legend on the original notes set forth in the indenture for the notes. Except in limited circumstances with respect to specific types of holders of original notes, we will have no further obligation to provide for the registration under the Securities Act of such original notes. In general, original notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

      We do not currently anticipate that we will take any action to register the original notes under the Securities Act or under any state securities laws. Upon completion of the exchange offer, holders of the original notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances.

      Holders of the exchange notes issued in the exchange offer and any original notes which remain outstanding after completion of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture.

40

Table of Contents

DESCRIPTION OF NOTES

General

      You can find the definitions of certain terms used in this description under the subheading “— Certain Definitions.” In this description of notes, the words “Sanmina-SCI,” “we” and “our” refer only to Sanmina-SCI Corporation and not to any of its subsidiaries.

      We issued the original notes under an indenture, dated as of December 23, 2002 (the “indenture”), among us, the notes guarantors and U.S. Bank National Association (as successor to State Street Bank and Trust Company of California, N.A.), as trustee (the “trustee”). We will issue the exchange notes under the same indenture under which we issued the original notes, and the exchange notes will represent the same debt as the original notes for which they are exchanged.

      The indenture is governed by the Trust Indenture Act of 1939 (the “Trust Indenture Act”). The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act. The registration rights agreement referred to under the caption “— Exchange Offer; Registration Rights” sets forth the rights holders of the notes have to require us to register their notes with the Securities and Exchange Commission.

      Original notes that remain outstanding after the completion of the exchange offer, together with the exchange notes, will be treated as a single class of securities under the indenture. Otherwise unqualified references herein to “notes” shall, unless the context requires otherwise, include both the original notes and the exchange notes, and all references to specified percentages in aggregate principal amount of the notes shall be deemed to mean, at any time after the exchange offer is completed, such percentage in aggregate principal amount of the original notes and the exchange notes then outstanding.

      The terms of the exchange notes will be substantially identical to the terms of the existing notes, except that the exchange notes:

	•	will have been registered under the Securities Act;
	•	will not be subject to transfer restrictions applicable to the original notes; and
	•	will not have the benefit of the registration rights agreement applicable to the original notes.

      We urge you to read the indenture and the registration rights agreement because they, and not this description, define your rights as a holder of the notes. Copies of the indenture and the registration rights agreement are available upon request to us at the address indicated under “Available Information.”

Principal, Maturity and Interest

      Sanmina-SCI issued $750 million aggregate principal amount of notes and, subject to compliance with the limitations described under “— Certain Covenants — Limitation on Debt,” Sanmina-SCI may issue an unlimited amount of additional notes at later dates under the indenture (the “additional notes”). Sanmina-SCI can issue the additional notes as part of the same series or as an additional series. Any additional notes that Sanmina-SCI issues in the future will be identical in all respects to the notes that it is issuing now, except that notes issued in the future will have different issuance prices and issuance dates. Sanmina-SCI will issue the notes only in fully registered form without coupons, in denominations of $1,000 and integral multiples of $1,000.

      The notes will mature on January 15, 2010.

      Interest on the notes accrues at a rate of 10.375% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2003. Sanmina-SCI will pay interest to those persons who were holders of record of the notes on the January 1 or July 1 immediately preceding each interest payment date.

41

Table of Contents

      Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

      The interest rate on the notes will increase under certain circumstances. You should refer to the description under the heading “— Exchange Offer; Registration Rights” for a more detailed description of the circumstances under which the interest rate on the notes will increase. Any interest payable as a result of any such increase in the interest rate is referred to as “special interest.”

Optional Redemption at Specified Prices

      Except as set forth below and as described under “— Optional Redemption with Net Proceeds from an Equity Offering,” the notes will not be redeemable at the option of Sanmina-SCI prior to January 15, 2007. Starting on that date, Sanmina-SCI may redeem all or any portion of the notes, at once or over time, after giving the required notice under the indenture.

      The notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, including special interest, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following redemption prices are for the notes redeemed during the 12-month period commencing on January 15 of the years set forth below, and are expressed as percentages of principal amount:

      At any time prior to January 15, 2007, Sanmina-SCI may redeem all or any portion of the notes at once or over time, after giving the required notice under the indenture, at a redemption price equal to the sum of:

	(a)	the principal amount of the notes to be redeemed, plus
	(b)	accrued and unpaid interest and special interest, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), plus
	(c)	the Make-Whole Premium.

      Any notice to holders of the notes of such a redemption shall include the appropriate calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers’ Certificate delivered to the trustee no later than two business days prior to the redemption date.

Optional Redemption with Net Proceeds from an Equity Offering

      In addition, at any time and from time to time, prior to January 15, 2006, Sanmina-SCI may redeem up to a maximum of 35% of the aggregate principal amount of the notes (including any additional notes) in an amount not to exceed the amount of the net proceeds of one or more Equity Offerings at a redemption price equal to 110.375% of the principal amount of the notes, plus accrued and unpaid interest thereon, including special interest, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the aggregate principal amount of the notes (including any additional notes, but excluding notes held by Sanmina-SCI and its Subsidiaries) remains outstanding. Any such redemption shall be made within 90 days of such Equity Offering upon not fewer than 30 nor more than 60 days prior notice.

42

Table of Contents

Ranking

     Ranking of the Notes

      The notes:

	•	are senior debt of Sanmina-SCI;
	•	have a security interest in the Collateral securing the notes second to the right of all senior secured debt of Sanmina-SCI having a first priority security interest in the Collateral securing the notes;
	•	have a prior interest in the Collateral ahead of all senior unsecured debt of Sanmina-SCI so long as the notes remain secured;
	•	are equal in right of payment to all senior secured debt of Sanmina-SCI permitted under the indenture and the Intercreditor Agreement to be secured by a second priority security interest in the Collateral securing the notes so long as the notes remain secured; and
	•	are senior in right of payment to all subordinated debt of Sanmina-SCI.

      The notes are designated senior debt for purposes of the Convertible Debentures.

     Ranking of the Notes Guarantees

      Each notes guarantee:

	•	is senior debt of each notes guarantor;
	•	has a security interest in the Collateral of such notes guarantor securing such notes guaranty second to the right of all senior unsecured debt of such notes guarantor having a first priority security interest in the Collateral securing such notes guaranty;
	•	has a prior interest in the Collateral of such notes guarantor ahead of all senior unsecured debt of such notes guarantor so long as such notes guaranty remains secured;
	•	is equal in right of payment to all senior secured debt of such notes guarantor permitted under the indenture and the Intercreditor Agreement to be secured by a second priority security interest in the Collateral of such notes guarantor securing such notes guaranty so long as such notes guaranty remains secured; and
	•	is senior in right of payment to all subordinated debt of such notes guarantor.

      The notes guaranty by SCI Systems, Inc. is designated senior debt for purpose of the 3% Convertible Subordinated Notes due 2007 issued by SCI Systems, Inc.

      As of March 29, 2003, Sanmina-SCI’s total outstanding consolidated debt was approximately $2.5 billion, of which approximately $1.0 billion was senior debt of Sanmina-SCI and the notes guarantors and approximately $1.4 billion was subordinated debt of Sanmina-SCI and the notes guarantors. Approximately $1.0 billion of the senior debt of Sanmina-SCI and the notes guarantors was secured debt.

      A significant portion of the operations of Sanmina-SCI are conducted through its subsidiaries. Therefore, Sanmina-SCI’s ability to service its debt, including the notes is primarily dependent upon the earnings of its subsidiaries and their ability to distribute those earnings as dividends, loans or other payments to Sanmina-SCI. If their ability to make these distributions were restricted, by law or otherwise, then Sanmina-SCI would not be able to use the cash flow of its subsidiaries to make payments on the notes.

      Sanmina-SCI only has a stockholder’s claim on the assets of its subsidiaries. This stockholder’s claim is junior to the claims that creditors (including trade creditors) of Sanmina-SCI’s subsidiaries have against those subsidiaries. Holders of the notes are only creditors of Sanmina-SCI and those of Sanmina-SCI’s subsidiaries that are notes guarantors. In the case of Sanmina-SCI’s subsidiaries that are not notes guarantors, all the existing and future liabilities of such subsidiaries, including any claims of trade creditors and preferred stockholders, are effectively senior to the notes. The liabilities, including contingent liabilities, of Sanmina-

43

Table of Contents

      Although the indenture contains limitations on the amount of additional Debt that Sanmina-SCI and the Restricted Subsidiaries may Incur, the amounts of such Debt could nevertheless be substantial. See “— Certain Covenants — Limitation on Debt.”

Security

      The notes and the notes guarantees are secured on a second priority basis (subject to Permitted Liens) by the Collateral. Such second priority interest is second to all senior secured debt of Sanmina-SCI and the notes guarantors having a first priority lien on the Collateral. See the section entitled “Description of the Collateral and Intercreditor Arrangements” for descriptions of the Collateral, when certain of the Collateral may be released and how the Security Documents may be amended, among other things.

Intercreditor Arrangement

      The indenture authorizes the Second Lien Collateral Agent to enter into an Intercreditor Agreement with the First Lien Collateral Agent and the Second Lien Collateral Agent entered into the Intercreditor Agreement on December 23, 2002. All the rights of the holders of the notes against the Collateral are subject to the terms and provisions of such Intercreditor Agreement, as more fully described in “Description of the Collateral and Intercreditor Arrangements.”

Notes Guarantees

      All obligations of Sanmina-SCI under the indenture are fully and unconditionally Guaranteed, jointly and severally, on a senior, secured basis, by each notes guarantor.

      Restricted Subsidiaries that are special purpose entities established solely in connection with a Receivables Program or in connection with any Synthetic Lease of the Office Campus will not be notes guarantors and the Property of these entities (and Capital Stock of such entities owned by Sanmina-SCI and any Restricted Subsidiary) shall not be Collateral.

      As of March 29, 2003, the subsidiaries of Sanmina-SCI that are not notes guarantors had:

	•	assets (excluding intercompany receivables from and investments in Sanmina-SCI and its subsidiaries) of $4.1 billion, representing approximately 52.3% of Sanmina-SCI’s consolidated total assets as of March 29, 2003; and
	•	net sales of $1.7 billion and $3.3 billion, representing approximately 68.1% and 67.0% of Sanmina-SCI’s consolidated net sales of $2.4 billion and $4.9 billion, respectively, for the three and six months ended March 29, 2003.

      A notes guarantee will be released:

	•	in connection with any sale or other disposition of all or substantially all of the assets or all of the Capital Stock of that notes guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Domestic Restricted Subsidiary of Sanmina-SCI, if such sale or other disposition is in compliance with the covenant described in “— Certain Covenants — Limitation on Asset Sales”;
	•	upon the designation of such Guarantor as an Unrestricted Subsidiary, in accordance with the provisions set forth under “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” and the terms of the indenture;

44

Table of Contents

	•	upon the delivery by Sanmina-SCI to the trustee of an Officers’ Certificate certifying that the net book value of the assets of such notes guarantor is equal to or less than $1.0 million; or
	•	upon the release of a notes guarantor from its Guarantee under the New Credit Facility; provided that such release is not given in connection with a repayment of the First Lien Obligations.