On July 31, 2009, Jabil Circuit, Inc. (the "Company") entered into an Underwriting Agreement with J.P. Morgan Securities Inc. and the several underwriters listed therein (the "Underwriters"), in connection with the offer and sale of an aggregate principal amount of $312.0 million 7.75% senior unsecured notes due 2016 (the "Offering"). The Company's gross proceeds from the Offering were $299,966,160. The Offering was made pursuant to the Company's registration statement on Form S-3 (Registration Statement No. 333-154835), which was automatically effective when filed with the Securities and Exchange Commission on October 29, 2008 (the "Registration Statement").

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, along with customary closing conditions, termination provisions, and obligations, including those for indemnification, of the Company and the Underwriters.

The Underwriters have performed commercial banking, investment banking and advisory services for the Company from time to time for which they have received customary fees and reimbursement of expenses. The Underwriters may, from time to time, engage in transactions with, and perform services for, the Company in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. Certain of the Underwriters or their respective affiliates are parties to one or more of the following: the Company's $1.2 billion amended and restated five-year unsecured credit facility; the Company's $200.0 million foreign asset-backed securitization program expiring on March 18, 2010; and the Company's $250.0 million U.S. asset-backed securitization program expiring on March 17, 2010. The Company has also retained J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and RBS Securities Inc. to act as the dealer managers for the Company's cash tender offer, announced on July 28, 2009, to purchase any and all of its $300.0 million 5.875% senior notes, which mature on July 15, 2010, for which they will receive reimbursement of reasonable out-of-pocket expenses.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete terms and conditions of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1, incorporated by reference into this Item 1.01 and incorporated by reference into the Registration Statement.

On July 31, 2009, Jabil Circuit, Inc. issued a press release announcing the pricing of the Offering. A copy of the press release is filed and attached hereto as Exhibit 99.1, and incorporated by reference into this Item 8.01.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.   Description
 1.1          Underwriting Agreement, dated July 31, 2009, between Jabil Circuit,
              Inc., J.P. Morgan Securities Inc. and the several underwriters listed
              therein.

99.1          Press Release dated July 31, 2009.