| Prospectus Supplement #3 | Filed pursuant to Rule 424(b)(3) | |
| (to prospectus dated November 26, 2003) | Registration No. 333-109542 |
FLEXTRONICS INTERNATIONAL LTD.
$500,000,000
1% Convertible Subordinated Notes Due August 1, 2010
and the Ordinary Shares issuable upon conversion of the Notes
This prospectus supplement relates to the resale by the holders of our 1% convertible subordinated notes due August 1, 2010 and our ordinary shares issuable upon the conversion of the notes. You should read this prospectus supplement in conjunction with the prospectus dated November 26, 2003, which is to be delivered with this prospectus supplement.
The information in the table appearing under the heading “Selling Securityholders” in the prospectus is amended by the addition of the information appearing in the table below:
| Principal Amount | Ordinary | |||||||||||
| of Notes | Shares | Ordinary | ||||||||||
| Beneficially Owned | Owned | Shares That | ||||||||||
| That May Be | Prior to the | May Be | ||||||||||
| Name of Beneficial Owner | Offered | Offering | Offered (1) | |||||||||
Waterstone Market Neutral Offshore Fund, Ltd. |
$ | 6,122,000 | – | 394,331 | ||||||||
ING Bank NV London |
5,000,000 | – | 322,061 | |||||||||
Oppenheimer Convertible Securities Fund |
3,500,000 | – | 225,442 | |||||||||
Argent LowLev Convertible Arbitrage Fund LLC |
1,600,000 | – | 103,059 | |||||||||
Lyxor Master Fund Ref: Argent/LowLev CB c/o Argent |
1,600,000 | – | 103,059 | |||||||||
DKR Soundshore Opportunity Holding Fund Ltd. |
1,500,000 | – | 96,618 | |||||||||
Argent Classic Convertible Arbitrage Fund II, L.P. |
1,100,000 | – | 70,853 | |||||||||
Class C Trading Company, Ltd. |
1,100,000 | – | 70,853 | |||||||||
Silver Convertible Arbitrage Fund, LDC |
1,000,000 | – | 64,412 | |||||||||
Waterstone Market Neutral Fund, LP |
878,000 | – | 56,553 | |||||||||
Xavex Convertible Arbitrage 2 Fund |
700,000 | – | 45,088 | |||||||||
HFR CA Global Select Master Trust Account |
200,000 | – | 12,882 | |||||||||
| (1) | Represents the notes held by each beneficial owner, as converted to our ordinary shares at the initial conversion price of $15.525 per share. However, this conversion price is subject to adjustment as described in the prospectus under “Description of the Notes-Conversion of Notes.” As a result, the amount of ordinary shares issuable upon conversion of the notes in the future may increase or decrease. |
Investing in the notes or our ordinary shares involves a high degree of risk. Please carefully consider the “Risk Factors” beginning on page 2 of the prospectus, as well as the “Risk Factors” section included in our recent reports filed with the Securities and Exchange Commission.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is January 7, 2004.