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): ~~July~~August 275, 2005

PEMSTAR, INC.

(Exact name of registrant as specified in its charter)

Minnesota		~~000~~0-31223		41-1771227
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

3535 Technology Drive N.W., Rochester, Minnesota 55901

(Address of principal executive offices)

Registrant’s telephone number, including area code: (507) 288-6720

Not Applicable

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

Check the appropriate box below if the ~~form~~Form 8-K ~~filing~~ is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2 below)~~:

¨	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))

Item 21.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement

~~The~~On ~~following~~August ~~information~~5, is2005, ~~being~~the ~~“furnished”~~Company inexecuted ~~accordance~~Amendment ~~with~~No. 15 to Loan and Security Agreement ~~General~~dated ~~Instruction~~April ~~B.2.~~25, 2003 by the Company (as surviving corporation of ~~Form~~the ~~8-K~~merger with Turtle Mountain Corporation) and ~~shall~~Wachovia ~~not~~Capital beFinance ~~deemed~~Corporation ~~“filed”~~(Central), ~~for~~formerly ~~purposes~~known as Congress Financial Corporation and Fleet Capital Corporation. With the closure of ~~Section~~Taunton, 18Chaska and Mexico facilities and the restructuring of San Jose, rightsizing it to a new product development center only, the ~~Securities~~domestic ~~Exchange~~borrowing ~~Act~~requirements are reduced. This amendment provides for a three year extension of the ~~1934~~agreement to April 24, as2010, ~~amended~~reduces (the ~~“Exchange~~maximum ~~Act”)~~allowed borrowings from $90 million to $50 million, orexpands ~~otherwise~~certain ~~subject~~collateral concentration to ~~the~~more ~~liabilities~~evenly ofalign ~~that~~to ~~section~~our customer mix, ~~nor shall~~reduces itthe besublimit ~~deemed~~on borrowing available on inventories from $20 million to be$10 ~~incorporated~~million, byraises ~~reference~~the ininterest ~~any~~rate ~~filing~~spread ~~under~~50 basis points, increases the ~~Securities~~level ~~Act~~of the banks’ reserved collateral by $2 million to a minimum of ~~1933~~$5 million, asand ~~amended~~removes (the ~~“Securities~~provision ~~Act”),~~that orprovides for the ~~Exchange~~EBITDA ~~Act~~covenants not to apply. In combination, ~~except~~these aschanges ~~expressly~~will ~~set~~make ~~forth~~borrowing byunder ~~specific~~eligible ~~reference~~collateral more available for Company borrowings in ~~such~~the ~~filing:~~normal course. Given our collateral base, this amendment has not reduced the current effective borrowing limits with the overall $50 million limit.

OnFor ~~July~~the ~~27,~~sake ~~2005,~~of ~~Pemstar~~clarity in its public filings, ~~Inc.~~the ~~issued~~Company ais ~~press~~also ~~release~~filing ~~which~~with ~~included financial~~this ~~results~~Form 8-K a copy of ~~its~~Amendments ~~first~~No. ~~fiscal~~13 ~~quarter~~and ~~ended~~14 to the Loan and Security Agreement which amendments are dated as of June 3027, 2005 and July 25, 2005, respectively. ~~The~~These ~~release~~amendments ismade ~~furnished~~certain asimmaterial changes ~~Exhibit~~in ~~99.1~~the ~~hereto~~Loan and isSecurity ~~incorporated~~Agreement ~~herein~~to byaccommodate ~~reference~~operational issues in the agreement.

Item 9.01. Financial Statements and Exhibits.

(c) The following ~~exhibit~~exhibits isare being ~~“furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “~~filed” ~~for~~as ~~purposes~~a ~~of Section~~part 18 of ~~the~~this Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filingreport:

99.1 Press Release, dated July 27, 2005, of Pemstar, Inc.


99.1		Amendment No. 13, dated as of June 27, 2005, to Loan and Security Agreement dated April 25, 2003 by the Company (as surviving corporation of the merger with Turtle Mountain Corporation) and Wachovia Capital Finance Corporation (Central), formerly known as Congress Financial Corporation and Fleet Capital Corporation.

99.2		Amendment No. 14, dated as of July 25, 2005, to Loan and Security Agreement dated April 25, 2003 by the Company (as surviving corporation of the merger with Turtle Mountain Corporation) and Wachovia Capital Finance Corporation (Central), formerly known as Congress Financial Corporation and Fleet Capital Corporation.

99.3		Amendment No. 15, dated as of July 27, 2005, to Loan and Security Agreement dated April 25, 2003 by the Company (as surviving corporation of the merger with Turtle Mountain Corporation) and Wachovia Capital Finance Corporation (Central), formerly known as Congress Financial Corporation and Fleet Capital Corporation.

SIGNATURE

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

July 27, 2005	PEMSTAR, INC.
August 9, 2005	PEMSTAR, INC.
	By:	/s/ Greg S. Lea
		Gregory S. Lea, Executive Vice President and
		Gregory S. Lea, Executive Vice President andChief Financial Officer
		Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release, dated July 27, of Pemstar, Inc.


99.1		Amendment No. 13, dated as of June 27, 2005, to Loan and Security Agreement dated April 25, 2003 by the Company (as surviving corporation of the merger with Turtle Mountain Corporation) and Wachovia Capital Finance Corporation (Central), formerly known as Congress Financial Corporation and Fleet Capital Corporation.

99.2		Amendment No. 14, dated as of July 25, 2005, to Loan and Security Agreement dated April 25, 2003 by the Company (as surviving corporation of the merger with Turtle Mountain Corporation) and Wachovia Capital Finance Corporation (Central), formerly known as Congress Financial Corporation and Fleet Capital Corporation.

99.3		Amendment No. 15, dated as of July 27, 2005, to Loan and Security Agreement dated April 25, 2003 by the Company (as surviving corporation of the merger with Turtle Mountain Corporation) and Wachovia Capital Finance Corporation (Central), formerly known as Congress Financial Corporation and Fleet Capital Corporation.

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