**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

** **

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** **

**Form 10-K/A**

** **

**AmendmentNo.1**

** **

**(Mark One)**

** **
| **x**                                                  | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|--------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------|
| ** **                                             |
| **For the fiscal year ended  September 27, 2008** |
| ** **                                             |
| **or**                                                 |
| ** **                                             |
| **o**                                                  | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                        |            |                                                                                                              |  |

 

**For the transition period from               to               **

** **

**Commissionfile number: 0-21272**

 

**Sanmina-SCICorporation**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                    | ** ** | **77-0228183**                           |
|-----------------------------------------------------------------|------------|------------------------------------------|
| (State or other jurisdiction of  incorporation or organization) | ** ** | (I.R.S. Employer  Identification Number) |
|                                                            | ** ** |                                     |
| **2700 North First Street, San Jose,  CA**                      | ** ** | **95134**                                |
| (Address of principal executive offices)                        | ** ** | (Zip Code)                               |

 

Registrant’s telephone number, including area code:

**(408) 964-3500**

 

Securities registered pursuant toSection 12(b) of the Exchange Act:

**CommonStock, $0.01 Par Value**

 

Securities registered pursuant toSection 12(g) of the Exchange Act:

**None**

 

(Title of Class)

 

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes o  No x

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 orSection 15(d) of the Exchange Act. Yes o  No x

 

Indicate by check mark whether the registrant:(1) has filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past90 days. Yes x No o

 

Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant toRule 405 of Regulation S-T (§ 229.405 of this chapter) during thepreceeding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files).  Yes o  No o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of the registrant’s knowledge,in definitive proxy or information statements incorporated by reference inPart III of this Form 10-K or any amendment to thisForm 10-K. o

 

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

 

| Large accelerated filer x                                              |   | Accelerated filer o              |
|-----------------------------------------------------------------------------|--------|----------------------------------|
|                                                                        |   |                             |
| Non-accelerated filer o  (Do not check if a smaller reporting company) |   | Smaller reporting company o |

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

The aggregate value of Common Stock held bynon-affiliates of the Registrant was approximately $570,437,000 as of March 28,2008 based upon the average of Registrant’s Common Stock reported for such dateon the NASDAQ National Market. Shares of Common Stock held by each executiveofficer and director and by each entity who owns 5% or more of the outstandingCommon Stock have been excluded in that such persons may be deemed to beaffiliates. The determination of affiliate status is not necessarily aconclusive determination for other purposes. As of November 14, 2008, theRegistrant had outstanding 531,206,988 shares of Common Stock.

 

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**DOCUMENTSINCORPORATED BY REFERENCE**

 

Certain information is incorporated into Part IIIof this report by reference to the Proxy Statement for the Registrant’s annualmeeting of stockholders held on January 26, 2009, which was filed with theSecurities and Exchange Commission pursuant to Regulation 14A within120 days after the end of the fiscal year covered by this Form 10-K.

 

 

 

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**EXPLANATORY NOTE**

 

TheRegistrant is filing this Amendment No. 1 on Form 10-K/A to itsAnnual Report on Form 10-K for the fiscal year ended September 27,2008 (the “Original Form 10-K”) in order to amend Item 9 thereof solely toinclude management’s conclusion with respect to the effectiveness of theRegistrant’s internal control over financial reporting as of September 27,2008 which was inadvertently omitted from the Original Form 10-K and toclarify the conditions under which management determined its disclosurecontrols and procedures to be effective as of September 27, 2008. No otherpart of the Original Form 10-K is being amended hereby.

 

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**PART II**

 

**Item 9A. *Controls and Procedures***

 

***(a)******                                 Management’sReport on Internal Control Over Financial Reporting***

 

Our managementis responsible for establishing and maintaining adequate internal control overfinancial reporting (as defined in Exchange Act Rule 13a-15(f) underthe Securities Exchange Act of 1934, as amended, or the Exchange Act). Ourmanagement, including our Chief Executive Officer and Chief Financial Officer,conducted an evaluation of the effectiveness of our internal control overfinancial reporting as of September 27, 2008. In making this assessment,our management used the criteria established in *Internal Control—Integrated Framework*, issued by TheCommittee of Sponsoring Organizations of the Treadway Commission (COSO). Ourmanagement has concluded that, as of September 27, 2008, our internalcontrol over financial reporting was effective based on these criteria. Theeffectiveness of our internal control over financial reporting as of September 27,2008 has been audited by KPMG LLP, an independent registered publicaccounting firm, as stated in their report which is included in Item 15 ofthis Annual Report on Form 10-K.

 

***(b)******                                 Changesin Internal Control Over Financial Reporting***

 

There was nochange in our internal control over financial reporting (as such term isdefined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)during the fiscal quarter ended September 27, 2008 that has materiallyaffected, or is reasonably likely to materially affect, our internal controlover financial reporting.

 

***(c)******                                  Evaluationof Disclosure Controls and Procedures***

 

Our management, including our Chief Executive Officer and ChiefFinancial Officer, does not expect that our disclosure controls and procedureswill prevent all error and all fraud. Disclosure controls and procedures, nomatter how well conceived and operated, can provide only reasonable, notabsolute, assurance that their objectives are met. Further, the design of disclosurecontrols and procedures must reflect the fact that there are resourceconstraints, and the benefits of disclosure controls and procedures must beconsidered relative to their costs. Because of the inherent limitations in allcontrol systems, no evaluation of disclosure controls and procedures canprovide absolute assurance that all disclosure control issues and instances offraud, if any, within the Company have been detected. Nonetheless, our ChiefExecutive Officer and Chief Financial Officer have concluded that, as of September 27,2008, (1) our disclosure controls and procedures were designed to providereasonable assurance of achieving their objectives, and (2) our disclosurecontrols and procedures were effective to provide reasonable assurance thatinformation required to be disclosed in the reports we file and submit underthe Exchange Act is recorded, processed, summarized and reported as and whenrequired, and that such information is accumulated and communicated to ourmanagement, including the Chief Executive Officer and Chief Financial Officer,to allow timely decisions regarding its required disclosure.

 

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**SIGNATURES**

 

Pursuant tothe requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
|                    | SANMINA-SCI CORPORATION |
|-------------------------|-------------------------|
| Date: May 11, 2009 | (Registrant)            |
|                    |                    |
|                    |                    |
|                    | By:                     | /s/ Jure Sola |
|                    |                    | Jure Sola, *Chairman  and Chief Executive Officer* |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.

 

| **Signature**                 | ** ** | **Title**                                 | ** ** | **Date**                                 |
|-------------------------------|------------|-------------------------------------------|------------|------------------------------------------|
|                          |       |                                      |       |                                     |
|                          |       |                                      |       |                                     |
| /s/ Jure  Sola                |       | Chief Executive Officer and Director      |       | May 11,  2009                       |
| Jure Sola                     |       | (Principal Executive Officer)             |       |                                     |
|                          |       |                                      |       |                                     |
|                          |       |                                      |       |                                     |
| /s/ Todd  Schull              |       | Senior Vice-President and Corporate  |       | May 11,  2009                       |
| Todd Schull                   |       | Controller (Principal Financial and       |       |                                     |
|                          |       | Accounting Officer)                       |       |                                     |
|                          |       |                                      |       |                                     |
|                          |       |                                      |       |                                     |
| /s/ Neil  Bonke               |       | Director                                  |       | May 8,  2009                        |
| Neil Bonke                    |       |                                      |       |                                     |
|                          |       |                                      |       |                                     |
| /s/ Alain  Couder             |       | Director                                  |       | May 8,  2009                        |
| Alain Couder                  |       |                                      |       |                                     |
|                          |       |                                      |       |                                     |
| /s/ John P.  Goldsberry       |       | Director                                  |       | May 11,  2009                       |
| John P.  Goldsberry           |       |                                      |       |                                     |
|                          |       |                                      |       |                                     |
| /s/ Joseph  Licata            |       | Director                                  |       | May 8,  2009                        |
| Joseph  Licata                |       |                                      |       |                                     |
|                          |       |                                      |       |                                     |
|                          |       | Director                                  |       | May     ,  2009 |
| Mario M.  Rosati              |       |                                      |       |                                     |
|                          |       |                                      |       |                                     |
| /s/ A.  Eugene Sapp, Jr. |       | Director                                  |       | May 8,  2009                        |
| A. Eugene  Sapp, Jr.     |       |                                      |       |                                     |
|                          |       |                                      |       |                                     |
| /s/ Wayne  Shortridge         |       | Director                                  |       | May 8,  2009                        |
| Wayne  Shortridge             |       |                                      |       |                                     |
|                          |       |                                      |       |                                     |
|                          |       | Director                                  |       | May     ,  2009 |
| Jackie M.  Ward               |       |                                      |       |                                     |

 

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**EXHIBIT INDEX**

 
| **Exhibit   Number** | ** ** | **Description**                                                                                                                                                              |
|---------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1                      |       | Certification  of the Principal Executive Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002. |
|                      |       |                                                                                                                                                                         |
| 31.2                      |       | Certification  of the Principal Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002. |
|                      |       |                                                                                                                                                                         |
| 32.1*                     |       | Certification  of the Principal Executive Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002. |
|                      |       |                                                                                                                                                                         |
| 32.2*                     |       | Certification  of the Principal Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002. |

 

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|   | * | This  exhibit shall not be deemed “filed” for purposes of Section 18 of the  Securities Exchange Act of 1934 or otherwise subject to the liabilities of  that Section, nor shall it be deemed incorporated by reference in any filings  under the Securities Act of 1933 or the Securities Exchange Act of 1934,  whether made before or after the date hereof and irrespective of any general  incorporation language in any filings. |
|--------|---|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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