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): ~~June~~July 233, 2006

PEMSTAR INC.

(Exact name of registrant as specified in its charter)

Minnesota

000-31223

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 8-K 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))

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On ~~June~~July 2910, 2006, ~~PEMSTAR~~Pemstar Inc. (the “Company”) issued a press release ~~reporting~~in ~~that~~which it ~~had~~announced ~~entered~~the ~~into~~execution ~~settlement~~of ~~agreements~~the ~~terminating~~Amended ~~its~~and ~~obligations~~Restated Loan and ~~resolving~~Security Agreement ~~all~~dated ~~claims~~July 3, ~~under~~2006 ~~leases~~by ~~relating~~and toamong, ~~its~~the ~~inactive~~Company, ~~facilites~~Wachovia inCapital ~~Taunton~~Finance Corporation (Central), ~~Massachusetts,~~ ~~Mountain~~formerly ~~View~~known ~~California~~as ~~and~~Congress ~~San~~Financial ~~Jose~~Corporation (Central), ~~California.~~Wachovia ~~All~~Capital ofMarkets, ~~these~~as ~~terminations~~Arranger, ~~are~~and inthe ~~relation~~other lenders from time to ~~Company~~time made ~~site~~a ~~closures~~party ~~for~~to ~~which~~the ~~restructuring~~agreement ~~charges~~(the ~~have~~“Agreement”). ~~been~~The ~~taken~~Agreement inamends ~~the~~and ~~past~~restates ~~three~~the ~~fiscal~~Company’s ~~years.~~existing ~~The~~loan ~~amounts~~and ~~paid~~security inagreement ~~settlement~~with of these ~~obligations~~parties ~~were~~dated ~~fully~~April 23, ~~accrued~~2003, inincluding all of the ~~remaining~~16 ~~provisions~~amendments ~~for~~to ~~restructuring~~that ~~costs~~agreement entered atinto ~~March~~since April 3123, ~~2006~~2003. ~~The~~In ~~Company~~addition ~~estimates~~to ~~that~~compiling inall ~~excess~~ of $2the amendments to the prior agreement,~~500,000~~ ofthe ~~such~~Agreement ~~provisions~~also ~~will~~reflects becertain ~~returned~~additional amendments to ~~operating~~the ~~profits~~credit inarrangements. The Agreement reflects the ~~first~~following ~~quarter~~primary ofchanges ~~fiscal~~from ~~2007~~the ascredit aarrangements ~~result~~under ofthe ~~these~~prior ~~settlements.~~agreement as amended:

In• ~~addition,~~Increases asthe aRevolving ~~result~~Loan ofCommitment ~~these~~from ~~settlements,~~$40 ~~the~~million ~~Company’s~~to ~~future~~$45 ~~minimum~~million ~~payments~~and ~~under~~decreases ~~operating leases~~the asTranche ofB ~~March 31,~~Loan ~~2006~~Commitment ~~are~~from as$10.5 ~~follows:~~million to $9 million.

(In thousands) Year Ending March 31,	As Previously Disclosed		As Adjusted for Settlements
2007	$	6,596	$	3,758
2008		4,982		2,020
2009		4,383		1,289
2010		3,861		1,010
2011		1,968		972
Thereafter		1,624		1,624
Total minimum lease payments	$	23,414	$	10,673

•

Extends the maturity date of the Agreement by one year to October 19, 2010.

~~The~~• ~~Company’s~~Reduces ~~press~~the ~~release~~interest ~~dated~~rate ~~June 29,~~on ~~2006~~the isRevolving ~~filed~~Loans asto anprime ~~exhibit~~rate plus a range from 0% to ~~this~~0.75%, ~~report~~depending ~~and~~on ~~incorporated herein~~Company byliquidity; ~~reference~~or to LIBOR plus a range from 2.00% to 2.75%, depending on Company liquidity.

~~Item 9~~• Reduces the interest rate on the Tranche B Loans to prime rate plus 4.0175% ~~Financial~~from ~~Statements~~prime ~~and~~rate ~~Exhibits~~plus 6.00%.

~~Exhibit~~• Increases the monthly payments on the Tranche B Loans to $400,000 per month from $250,000 per month.

99Item 9.101 ~~– Press~~Financial ~~Release~~Statements ofand ~~PEMSTAR Inc~~Exhibits. ~~dated June 29, 2006 relating to settlement of lease obligations.~~

99.1

Amended and Restate Loan and Security Agreement dated July 3, 2006 by and among Pemstar Inc., Wachovia Capital Finance Corporation (Central), Wachovia Capital Markets, as Arranger, and the other lenders from time to time made a party thereto.

99.2

Press release dated July 10, 2006 related to execution of domestic financing arrangements.

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.

June 29, 2006	PEMSTAR INC.
July 10, 2006	PEMSTAR INC.
	By:	/s/ Greg S. Lea
		Gregory S. Lea, Executive Vice President andChief Financial Officer
		Gregory S. Lea, Executive Vice President and
		Chief Financial Officer

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