Form 8-K - Current report

JABIL INC false 0000898293 0000898293 2025-01-27 2025-01-27

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 27, 2025

 

 

Jabil Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-14063		38-1886260
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10800 Roosevelt Boulevard North, St. Petersburg, Florida 33716

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code [phone]

 

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		JBL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 8.01.

Other Events.

On January 27, 2025, Jabil Inc. (the “Company”) filed a prospectus supplement (the “Resale Prospectus Supplement”) to its previously filed automatic shelf registration statement on Form S-3 (File No. 333-273111) registering the resale of up to an aggregate of 1,158,539 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), which may be used by the selling stockholder identified therein (the “Selling Stockholder”), to resell the Shares.

The Shares are issuable upon the exercise of a warrant issued pursuant to a Warrant Agreement, dated as of December 27, 2024. The Company will not receive any proceeds from any sale of Shares by the Selling Stockholder.

The Company is filing this report to provide the legal opinion as to the validity of the Shares covered by the Resale Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the Resale Prospectus Supplement.
23.2		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File - Embedded within the inline XBRL document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				JABIL INC.
				(Registrant)
January 27, 2025				By:		/s/ Susan Wagner-Fleming
						Susan Wagner-Fleming
						Vice President, Senior Deputy General Counsel and Corporate Secretary

Exhibit 5.1

 

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
		ONE MANHATTAN WEST
		NEW YORK, NY 10001		FIRM/AFFILIATE
				OFFICES
				————
		TEL: [phone] FAX: [phone] www.skadden.com		BOSTON
				CHICAGO
				HOUSTON
				LOS ANGELES
				PALO ALTO
				WASHINGTON, D.C.
				WILMINGTON
				————
				BEIJING
				BRUSSELS
				FRANKFURT
				HONG KONG
				LONDON
				MUNICH
				PARIS
				SÃO PAULO
				SEOUL
				SHANGHAI
				SINGAPORE
		January 27, 2025		TOKYO
				TORONTO

Jabil Inc.

10800 Roosevelt Boulevard

Petersburg, Florida 33716

 

Re:

Jabil Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special United States counsel to Jabil Inc., a Delaware corporation (the “Company”), in connection with the resale by Amazon.com NV Investment Holdings LLC, a Nevada limited liability company (the “Selling Stockholder”), of up to 1,158,539 shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable upon exercise of a warrant (the “Warrant”) issued to the Selling Stockholder pursuant to the Warrant Agreement (as defined below).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).

In rendering the opinion stated herein, we have examined and relied upon the following:

(a) the registration statement on Form S-3ASR (File No. 333-273111) of the Company relating to Common Stock and other securities of the Company filed on the July, 3, 2023 with the Securities and Exchange Commission (the “Commission”) under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the “Registration Statement”);

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Jabil Inc.

January 27, 2025

Page 2

 

(b) the prospectus, dated July 3, 2023 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;

(c) the prospectus supplement, dated January 27, 2025 (together with the Base Prospectus, the “Prospectus”), relating to the resale of the Warrant Shares, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(d) an executed copy of the Warrant;

(e) an executed copy of the Warrant Agreement, dated as of December 27, 2024 (the “Warrant Agreement”), by and among the Company and Amazon.com, Inc.;

(f) an executed copy of a certificate of Susan Wagner-Fleming, Vice President, Senior Deputy General Counsel and Corporate Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);

(g) a copy of the Company’s Amended and Restated Certificate of Incorporation, certified by the Secretary of State of the State of Delaware as of January 27, 2025, and certified pursuant to the Secretary’s Certificate (the “Certificate of Incorporation”);

(h) a copy of the Company’s Amended and Restated Bylaws (the “Bylaws”), as in effect as of the date hereof, certified pursuant to the Secretary’s Certificate; and

(i) a copy of certain resolutions of the Board of Directors of the Company, dated December 24, 2024, certified pursuant to the Secretary’s Certificate.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Selling Stockholder and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company, the Selling Stockholder and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below.

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. With respect to our opinion set forth below, we have assumed that (i) the Company receives the consideration for the Warrant set forth in the Warrant Agreement and the applicable board resolutions approving the issuance of the Warrant and the Warrant Shares and (ii) the issuance of the Warrant Shares has been registered in the Company’s share registry. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and the Selling Stockholder and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate and the Certificate of Incorporation and the factual representations and warranties set forth in the Warrant Agreement.

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Jabil Inc.

January 27, 2025

Page 3

 

We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).

As used herein, “Organizational Documents” means those documents listed in paragraphs (h) and (i) above.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Warrant Shares to be sold by the Selling Stockholders have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and, upon valid exercise of the Warrant in accordance with the terms thereof, will be validly issued, fully paid and nonassessable.

In addition, in rendering the foregoing opinion we have assumed that:

(a) the Company’s issuance of the Warrant Shares does not and will not (i) except to the extent expressly stated in the opinion contained herein, violate any statute to which the Company or such issuance is subject, or (ii) constitute a violation of, or a breach under, or require the consent or approval of any other person under, any agreement or instrument binding on the Company (except that we do not make this assumption with respect to the Organizational Documents, Warrant Agreement and those agreements or instruments expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the year ended August 31, 2024, filed with the Commission on October 28, 2024, although we have assumed compliance with any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company contained in such agreements or instruments), and we have further assumed that the Company will continue to have sufficient authorized shares of Common Stock; and

(b) the Company’s authorized capital stock is as set forth in the Certificate of Incorporation, and we have relied solely on the certified copy thereof issued by the Secretary of State of the State of Delaware and have not made any other inquiries or investigations.

This opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions in transactions of this type.

We hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.

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Jabil Inc.

January 27, 2025

Page 4

 

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

LKB

Document and Entity Information	Jan. 27, 2025
Cover [Abstract]
Entity Registrant Name	JABIL INC
Amendment Flag	false
Entity Central Index Key	0000898293
Document Type	8-K
Document Period End Date	Jan. 27, 2025
Entity Incorporation State Country Code	DE
Entity File Number	001-14063
Entity Tax Identification Number	38-1886260
Entity Address, Address Line One	10800 Roosevelt Boulevard North
Entity Address, City or Town	St. Petersburg
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33716
City Area Code	(727)
Local Phone Number	577-9749
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 par value per share
Trading Symbol	JBL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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