Registration No. 333-

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

REGISTRATION STATEMENT

JABIL CIRCUIT, INC.

(Exact name of registrant as specified in its charter)

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

JABIL CIRCUIT, INC.
2002 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

Robert L. Paver, Esq.
Secretary and General Counsel
Jabil Circuit, Inc.
10560 Dr. Martin Luther King, Jr. Street North
St. Petersburg, Florida 33716
(Name and address of agent for service)
(727) 577-9749
(Telephone number, including area code, of agent for service)

Copies of all communications to:

Proposed

Proposed

Title of

Amount

Maximum

maximum

Amount of

Securities

to be

offering price

aggregate

registration

to be registered

Registered(2)

per unit(3)

offering price(3)

fee(3)

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

2,000,000

$

37.82

$

75,640,000

$

8,093.48

⁽¹⁾Including preferred stock purchase rights issued under the Registrant’s Stockholder Rights Plan, dated October 19, 2001.

⁽²⁾The provisions of Rule 416 under the Securities Act of 1933 shall apply to this Registration Statement and the number of shares registered on this Registration Statement shall increase or decrease as a result of stock splits, stock dividends or similar transactions.

⁽³⁾Estimated solely for the purpose of calculating the registration fee. The fee is calculated upon the basis of the average between the high and low sales prices for shares of common stock of the Registrant as reported on the New York Stock Exchange on March 17, 2006.

 

 

INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT

          Pursuant to Instruction E to Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 16, 2002 (File No. 333-98291) relating to the registration of 2,000,000 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), authorized for issuance pursuant to the Jabil Circuit, Inc. 2002 Employee Stock Purchase Plan (the “Plan”), are incorporated by reference in their entirety in this Registration Statement, except as to the items set forth below. This Registration Statement provides for the registration of an additional 2,000,000 shares of the Registrant’s Common Stock to be issued pursuant to the Plan.

PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8.		Exhibits

	4.1		Jabil Circuit, Inc. 2002 Employee Stock Purchase Plan, as amended.
	4.2		Schedule to the Jabil Circuit, Inc. 2002 Employee Stock Purchase Plan (India Sub-Plan).
	5.1		Opinion of Holland & Knight LLP re legality of the Common Stock.
	23.1		Consent of Holland & Knight LLP (included in Exhibit 5.1).
	23.2		Consent of Independent Registered Public Accounting Firm.
	24.1		Powers of Attorney (included on signature page).

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant, Jabil Circuit, Inc., a corporation organized and existing under the laws of the State of Delaware, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on March 24, 2006.

		JABIL CIRCUIT, INC.
		By:		/s/ Forbes I.J. Alexander
				Forbes I.J. Alexander, Chief Financial Officer

POWER OF ATTORNEY

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

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

Signatures				Title		Date
By:		/s/ William D. Morean		Chairman of the Board of Directors		March 24, 2006
		William D. Morean
By:		/s/ Thomas A. Sansone		Vice Chairman of the Board of Directors		March 23, 2006
		Thomas A. Sansone
By:		/s/ Timothy L. Main		Chief Executive Officer (Principal Executive		March 23, 2006
		Timothy L. Main		Officer)
By:		/s/ Forbes I.J. Alexander		Chief Financial Officer (Principal Financial and		March 21, 2006
		Forbes I.J. Alexander		Accounting Officer)
By:		/s/ Lawrence J. Murphy		Director		March 21, 2006
		Lawrence J. Murphy
By:		/s/ Mel S. Lavitt		Director		March 21, 2006
		Mel S. Lavitt
By:		/s/ Steven A. Raymund		Director		March 22, 2006
		Steven A. Raymund
By:		/s/ Frank A. Newman		Director		March 21, 2006
		Frank A. Newman
By:		/s/ Laurence S. Grafstein		Director		March 21, 2006
		Laurence S. Grafstein
By:		/s/ Kathleen A. Walters		Director		March 22, 2006
		Kathleen A. Walters

INDEX OF EXHIBITS

			4.1			Jabil Circuit, Inc. 2002 Employee Stock Purchase Plan, as amended.
			4.2			Schedule to the Jabil Circuit, Inc. 2002 Employee Stock Purchase Plan (India Sub-Plan).
			5.1			Opinion of Holland & Knight LLP re legality of the Common Stock.
			23.1			Consent of Holland & Knight LLP (included in Exhibit 5.1).
			23.2			Consent of Independent Registered Public Accounting Firm.
			24.1			Power of Attorney of certain officers and directors of the Registrant (included on signature page).