Mandaric Milan – ‘SC 13D’ on 11/14/97 re: Sanmina Corp

As of:  Friday, 11/14/97   ·   Accession #:  929624-97-1413   ·   File #:  5-42923

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General Statement of Beneficial Ownership   —   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              7     29K 

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SC 13D
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934 
(AMENDMENT NO. ____)* 

SANMINA CORPORATION 
------------------- 
(NAME OF ISSUER)

COMMON STOCK, PAR VALUE $0.01 PER SHARE 
--------------------------------------- 
(TITLE OF CLASS OF SECURITIES)

80090710
--------
(CUSIP NUMBER)

ALAN C. MENDELSON, ESQ. 
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA  94306-2155 
(415) 843-5000
--------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON 
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) 

NOVEMBER 6, 1997
----------------
(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing 
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_] . 

NOTE:  Six copies of this statement, including all exhibits, should be
filed with the Commission.  See Rule 13d-1(a) for other parties to whom copies  
are to be sent.                                                                 

*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which would 
alter disclosures provided in a prior cover page.                               

   The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section 
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).                                                                     

(Continued on following pages)

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-----------------------                                                         
CUSIP NO. 80090710                                     SCHEDULE 13D         
-----------------------                                                         

------------------------------------------------------------------------------  
1    NAME OF REPORTING PERSON                                                 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   
Milan Manderic                                                

------------------------------------------------------------------------------  
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                        
                                       (a) [_]           (b) [_]
------------------------------------------------------------------------------
3    SEC USE ONLY                                                             

------------------------------------------------------------------------------  
4    SOURCE OF FUNDS*                                                         
00                                                            
------------------------------------------------------------------------------  
6    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
    2(d) OR 2 (e)                                                        [_]
------------------------------------------------------------------------------  
6     CITIZENSHIP OR PLACE OF ORGANIZATION                                      
United States of America                                      
------------------------------------------------------------------------------  
     7    SOLE VOTING POWER     1,345,530 shares
NUMBER OF                                                             
    SHARES       -----------------------------------------------------------
8    SHARED VOTING POWER     0 shares 
BENEFICIALLY                                                              
OWNED BY                                                              
                 -----------------------------------------------------------
EACH          9    SOLE DISPOSITIVE POWER   1,345,530 shares      
REPORTING                                                               
    PERSON       -----------------------------------------------------------
 10    SHARED DISPOSITIVE POWER   0 shares
WITH                                                              
------------------------------------------------------------------------------  
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              
1,345,530 shares                                            
------------------------------------------------------------------------------  
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*      
                                                                   [_]
------------------------------------------------------------------------------  
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           
6.6%                                                        
------------------------------------------------------------------------------  
14    TYPE OF REPORTING PERSON*                                                 
IN                                                          
------------------------------------------------------------------------------  

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ITEM 1.   SECURITY AND ISSUER.                                                  
-------   -------------------                                                   

1.   Class of Securities:  Common Stock, par value $0.01 per share (the "Common 
Stock").                                                              

2.   Issuer:  Sanmina Corporation, a Delaware corporation (the "Issuer").       

3.   Principal Address:  355 East Trimble Road, San Jose, Ca 95131.             

ITEM 2.   IDENTITY AND BACKGROUND.                                              
-------   -----------------------                                               

(a)  Reporting Person:  Milan Mandaric (the "Reporting Person").                

(b)  Business Address:  c/o Mr. Gregg Hawker, 14127 Capri Drive, Suite 2A, Los  
Gatos, CA 95030.                                                      

(c)  Principal Business:  Investor.                                             

(d)  Criminal Convictions:  None.                                               

(e)  Civil Adjudication of Violation of Securities Law:  None.                  

(f)  Citizenship or Place of Organization:  United States.                      

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    
-------   -------------------------------------------------                     

The consideration for the Common Stock of the Issuer acquired by the Reporting  
Person consisted of 4,077,364 shares of the common stock, par value $1.00 per   
share (the "Elexsys Common Stock"), of Elexsys International, Inc., a Delaware  
corporation ("Elexsys"), which were converted into shares of the Issuer as      
described in Item 4 below.  The source and amount paid for these shares of      
Elexsys Common Stock are described in the Statement on Schedule 13D filed on or 
about January 20, 1994 pursuant to Rule 13d-1 of the Rules and Regulations under
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), by the
Reporting Person, as amended by Amendment No. 1 filed on or about April 13,     
1994, Amendment No. 2 filed on or April 14, 1994, Amendment No. 3 filed on or   
about May 9, 1994, Amendment No. 4 filed on or about June 9, 1994, Amendment No.
5 filed on or about June 18, 1994, Amendment No. 6 filed on or about June 30,   
1994, Amendment No. 7 filed on or about July 8, 1994, Amendment No. 8 filed on  
or about February 24, 1995, Amendment No. 9 filed on or about September 15,     
1995, and Amendment No. 10 filed on or about July 30, 1997 (the "Schedule 13D").

ITEM 4.   PURPOSE OF THE TRANSACTION.                                           
-------   --------------------------                                            

On November 6, 1997, pursuant to an Agreement and Plan of Merger, dated as of   
July 22, 1997, among the Issuer, SANM Acquisition Subsidiary, Inc., a newly     
formed Delaware                                                                 

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corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), and       
Elexsys (the "Merger Agreement"), Merger Sub was merged with and into Elexsys,  
with Elexsys being the surviving corporation (the "Merger").  The purpose of the
Merger was, among other things, to provide for the acquisition of Elexsys by the
Issuer.                                                                         

The Merger became effective at the time of the filing of a Certificate of Merger
with the Delaware Secretary of State on November 6, 1997 (the "Effective Time").
Pursuant to the Merger Agreement, at the Effective Time each share of Elexsys   
Common Stock was converted into thirty-three hundredths (0.33) of a share of the
Common Stock of the Issuer.  A copy of the Merger Agreement is attached as Annex
I to the prospectus (the "Prospectus") filed by the Issuer with the Securities  
and Exchange Commission (the "SEC") on October 8, 1997.  The information set    
forth in the Merger Agreement is incorporated herein by reference.  The         
description of the Merger Agreement herein is not complete and is qualified in  
its entirety by reference to the Merger Agreement.                              

Concurrently with and as a condition to, the execution and delivery of the      
Merger Agreement by the Issuer and Merger Sub, the Reporting Person entered into
an Affiliate Agreement, dated as of July 22, 1997, among the Issuer, Elexsys and
the Reporting Person (the "Affiliate Agreement"). Pursuant to the Affiliate     
Agreement, the Reporting Person has agreed not to sell, transfer or otherwise   
dispose of any shares of Common Stock of the Issuer issued to the Reporting     
Person in the Merger unless (1) such shares of Common Stock are registered under
the Securities Act of 1933, as amended (the "Act"), or are transferred pursuant 
to an appropriate exemption from registration, (2) such sale, transfer or other 
disposition is made in conformity with the requirements of Rule 145(d)          
promulgated under the Act, (3) a written "no action" letter of the SEC ("No     
Action Correspondence") is received by the Issuer with respect to such sale,    
transfer or other disposition, (4) the Reporting Person delivers to the Issuer a
written opinion of counsel, reasonably acceptable to the Issuer in form and     
substance, that such sale, transfer or other disposition is otherwise exempt    
from registration under the Act, or (5) such sale, transfer or disposition      
occurs after the earlier of (A) the first anniversary of the Effective Time, or 
(B) the date on which the restrictions upon sale, transfer or disposition under 
Rule 145 are eliminated pursuant to action of the SEC.                          

Additionally, pursuant to the Affiliate Agreement, until the Issuer's public    
announcement of financial results covering at least thirty (30) days of combined
operations of the Issuer and Elexsys, the Reporting Person will not sell,       
exchange, transfer, pledge, distribute, or otherwise dispose of or grant any    
option, establish any "short" or put-equivalent position with respect to or     
enter into any similar transaction having the effect, directly or indirectly, of
reducing his risk relative to shares of the Common Stock of the Issuer received 
by the Reporting Person in the Merger; provided, however, that the Reporting    
Person may (after consulting with Issuer) transfer or otherwise reduce his risk 
relative to shares of the Common Stock of the Issuer during such period if the  
reduction of risk relative to such Common Stock would not reasonably be expected
to adversely affect the ability of the Issuer to account for the Merger as a    
pooling of interests.                                                           

A copy of the form of the Affiliate Agreement is attached as Exhibit A to the   
Merger Agreement.  All information contained in the Affiliate Agreement is      
incorporated herein by                                                          

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reference.  The description of the Affiliate Agreement contained herein is not  
complete and is qualified in its entirety by reference to the Affiliate         
Agreement.                                                                      

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 
-------   ------------------------------------                                  

The Reporting Person is the beneficial owner of 1,345,530 shares of Common      
Stock, representing 6.6% of the outstanding Common Stock of the Issuer.  The    
Reporting Person has sole voting and dispositive power with respect to all such 
shares of the Common Stock of the Issuer beneficially owned by the Reporting    
Person.  See Item 4 above for a discussion of restrictions on transfer of shares
of the Common Stock of the Issuer by the Reporting Person pursuant to the       
Affiliate Agreement.                                                            

Share totals for the Reporting Person are derived by multiplying the total      
number of shares of Elexsys Common Stock held by the Reporting Person by 0.33,  
the exchange ratio under the Merger Agreement. Percentage figures are based on  
20,311,168 shares of Common Stock of the Issuer derived by adding 17,159,618    
shares of Common Stock of the issuer outstanding as of July 21, 1997 as reported
in the Merger Agreement plus 3,151,549 (9,550,151 shares of Elexsys Common Stock
outstanding as of September 12, 1997 as reported in the Prospectus multiplied by
0.33).                                                                          

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT 
-------   --------------------------------------------------------------------- 
TO SECURITIES OF THE ISSUER.                                
---------------------------                                 

See Item 4 for a description of the Merger Agreement and the Affiliate          
Agreement.  See Item 7 for exhibit references to the Merger Agreement and the   
Affiliate Agreement.                                                            

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.                                     
-------   --------------------------------                                      

Item 7 of the Schedule 13D is amended to disclose the following information:    

1.0  Agreement and Plan of Merger (the "Merger Agreement"'), dated as of July   
     22, 1997, among Sanmina Corporation, a Delaware corporation (the "Issuer"),
SANM Acquisition Subsidiary, Inc., a Delaware corporation, and Elexsys
 International, Inc., a Delaware corporation.  Incorporated by reference
herein from Annex I to the prospectus (the "Prospectus") filed by the 
Issuer with the Securities and Exchange Commission on October 8, 1997 
     pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as
amended.                                                              

2.0  Form of Affiliate Agreement, dated as of July 22, 1997, between Sanmina    
Corporation, a Delaware corporation, Elexsys International, Inc., a   
     Delaware corporation, and Milan Mandaric.  Incorporated by reference herein
from Exhibit A to the Merger Agreement.                               

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SIGNATURE                                                                       
---------                                                                       

After reasonable inquiry and to the best of my knowledge and belief, I certify  
that the information set forth in this statement is true, complete and correct. 

November 7, 1997                                                                

          /s/ Milan Mandaric
          ------------------
      MILAN MANDARIC

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EXHIBIT INDEX 

EXHIBIT                                                                         
-------                                                                         

Exhibit 1.0    Agreement and Plan of Merger (the "Merger Agreement"), dated as  
     of July 22, 1997, among Sanmina Corporation, a Delaware
              corporation (the "Issuer"), SANM Acquisition Subsidiary, Inc., a
               Delaware corporation, and Elexsys International, Inc., a Delaware
            corporation.  Incorporated by reference herein from Annex I to
            the prospectus (the "Prospectus") filed by the Issuer with the
               Securities and Exchange Commission on October 8, 1997 pursuant to
             Rule 424(b)(3) promulgated under the Securities Act of 1933, as
amended.                                          

Exhibit 2.0    Form of Affiliate Agreement, dated as of July 22, 1997, between  
  Sanmina Corporation, a Delaware corporation, Elexsys
              International, Inc., a Delaware corporation, and Milan Mandaric.
           Incorporated herein by reference from Exhibit A to the Merger
Agreement.                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		11/19/97
Filed on:		11/14/97
		11/7/97		6
		11/6/97		1		4			8-K,  8-K/A
		10/8/97		4		7
		9/12/97		5
		7/30/97		3					10-Q,  SC 13D/A
		7/22/97		3		7
		7/21/97		5
		9/15/95		3
		2/24/95		3
		7/8/94		3
		6/30/94		3
		6/18/94		3
		6/9/94		3
		5/9/94		3
		4/14/94		3
		4/13/94		3
		1/20/94		3
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