UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Plexus Corp.
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
729132 10 0
(CUSIP Number)
Allan C. Mulder
10618 Spicewood Trail
Boynton Beach, FL 33436
(414) 733-9011
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 2, 1994
(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 [ ].
Check the following box if a fee is being paid with the statement
[X]. <PAGE>
SCHEDULE 13D
CUSIP No. 729132 10 0
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Allan C. Mulder
2. Check the Appropriate Box if a Member of a Group
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Florida
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power
609,663
8. Shared Voting Power
0
9. Sole Dispositive Power
609,663
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
609,663
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
8.9%
14. Type of Reporting Person
IN
<PAGE>
Item 1. Security and Issuer.
Name of Issuer and Address of Principal Executive Offices:
Plexus Corp.
55 Jewelers Park Drive
P.O. Box 156
Neenah WI 54956
Security to Which This Statement Relates:
Common Stock, $.01 Par Value ("Plexus Common")
Item 2. Identity and Background.
(a)-(c) and (f). This Schedule 13D is filed on behalf of Allan
C. Mulder, a Florida resident individual and a United States
citizen ("Mulder"). Mulder is retired. The principal address of
Mulder is 10618 Spicewood Trail, Boynton Beach, Florida 33436.
(d) and (e). During the last five years, Mulder has not (i) been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On June 29, 1994, Mulder purchased 5,000 shares of Plexus
Corp. Class A Preferred Stock ("Plexus Preferred") for cash in a
private placement transaction with Plexus. (As further explained
below, shares of Plexus Preferred are convertible into shares of
Plexus Common.) Such shares of Plexus Preferred were purchased
for cash, obtained from personal investment funds. Plexus used a
portion of the purchase price to repay secured indebtedness of
approzimately $3,000,000 of Plexus to Mulder (which had been lent
from Mulder's personal funds).
Item 4. Purpose of the Transaction.
Mulder has been a long time investor in Plexus, with his
interest in Plexus having been acquired, and continuing to be,
for investment purposes. Mulder purchased the shares of Plexus
Preferred in continuation of that long term investment, and
structured under a form which provides current income to Mr.
Mulder but provides the opportunity for conversion into Plexus
Common. Mulder may purchase additional Plexus shares, or dispose
of such shares, in market or private transactions, in the event
such actions would be attractive for investment purposes. See
also Item 3 above with respect to the repayment of debt.<PAGE>
In June 1995, Mulder was elected by the Plexus board of
directors to a newly created position on the board. Mulder did
not solicit a seat on the Plexus board, but accepted when offered
a board position by Plexus.
Other than the foregoing, Mulder has no plans or proposals
which would result in the acquisition or disposition of Plexus
Common Stock or any other action which is enumerated in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b).
As of August 8, 1995, Plexus reported outstanding 6,467,776
shares of Plexus Common. As of such date, the undersigned had
sold voting and dispositive power with respect to 213,624 shares
of Plexus Common, and 5,000 shares of Plexus Preferred. Shares
of Plexus Common currently outstanding which are held by Mulder
represent 3.3% of the currently outstanding shares of Plexus
Common.
Pursuant to the terms of Plexus Preferred, Mulder has the
right to acquire an additional 396,039 shares of Plexus Common
upon full conversion of the Plexus Preferred. Such a conversion
would result in a total of 609,663 shares of Plexus Common,
representing 8.9% of the outstanding shares of Plexus Common on
the date hereof, as computed in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934. If the Plexus Preferred is
converted and Mulder acquires the Plexus Common, the shares of
Plexus Common acquired upon conversion will be acquired by Mulder
with sole voting and dispositive power.
(c). Mulder acquired the 5,000 shares of Plexus Preferred on
June 29, 1994 in a private placement transaction (which was more
than sixty days prior to the first date upon which such shares of
Plexus Preferred first became convertible into shares of Plexus
Common). Other than the foregoing, there have been no trans-
actions by Mulder with respect to Plexus Common Stock during the
sixty days preceding the date of this Schedule 13D or the date
upon which Mulder was first deemed the beneficial owner of more
than 5% of the class of Plexus Common.
(d). None.
(e). Not Applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Preferred Stock Purchase Agreement and the
Designation of Series A Preferred Stock (which is a part of the
Articles of Incorporation of Plexus), there are no contracts,
arrangements, understandings or relationships between Mulder and
any other person with respect to any securities of Plexus.
Item 7. Material to be Filed as Exhibits.
Mulder hereby files, or incorporates into this Schedule 13D
by reference, the following exhibits:
1. Preferred Stock Purchase Agreement dated as of June 29,
1994 between Mulder and Plexus.
2. Plexus' Restated Articles of Incorporation, as amended
through June 29, 1994, including the designation of
Series A Preferred Stock. (Incorporated by reference
from Exhibit 3(i) to Plexus' Report on Form 10-Q for
the quarter ended June 30, 1994.)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this state-
ment is true, complete and correct.
Date: September 19, 1995. /s/ Allan C. Mulder
Allan C. Mulder
Exhibit 1 to Mulder 13D
PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT
(Series A Preferred Stock)
Plexus Corp.
55 Jewelers Park Drive
Neenah, Wisconsin 54956-0156
1. Subscription. The undersigned Allan C. Mulder, a Florida
resident (hereinafter referred to as "Buyer"), hereby agrees to
purchase and pay for 5,000 shares of Series A Preferred Stock $.01
par value (the "Shares") of Plexus Corp., a Wisconsin Corporation
("Plexus"), in the aggregate amount of $5 million of Series A
Preferred Stock, (or $1,000 per share), payable upon acceptance by
Plexus of this Subscription. The purchase price for the
subscription shall be payable in cash and/or certified check to
Plexus. In connection therewith, Plexus shall pay the remaining
principal balance (and accrued interest) on the $3 million Note
from Plexus to Buyer, such Note shall be cancelled, and Buyer shall
release the related Mortgage against real property owned by
Electronic Assembly Corporation, a subsidiary of Plexus (forms of
the Note and the Mortgage are attached hereto as Exhibit E). It is
understood and agreed that this Subscription Agreement is not to
become effective until accepted by Plexus.
2. Representations by Buyer. Buyer represents and warrants
to Plexus as follows:
a. Buyer has not received an offering memorandum in
connection with this subscription, but has been
provided with the following:
i. Reports and statements of Plexus:
(a) Annual Report on Form 10-K for the fiscal
year ended September 30, 1993.
(b) Annual Report to Shareholders for the
year ended September 30, 1993.
(c) Proxy Statement for Annual Meeting of
Shareholders on February 16, 1994.
(d) Quarterly Reports on Forms 10-Q for the
quarters ended December 31, 1993 and
March 31, 1994.
ii. The form of designation of Series A Preferred
Stock, attached hereto as Exhibit A, including
the designations, powers, preferences,
qualifications, limitations, restrictions and
relative rights of the Series A Preferred
Stock.
iii. A description of Plexus Common Stock and
Series A Preferred Stock, attached hereto as
Exhibit B.
iv. Certain further information regarding Plexus
set forth on Exhibit C hereto.
b. Plexus has offered to provide and has in fact
provided to Buyer any additional information
concerning Plexus requested by Buyer, and Buyer has
been provided with the opportunity to ask questions
and receive answers concerning the terms and
conditions of this transaction and to obtain
additional information which Plexus possesses or
can acquire without unreasonable effort or expense
that is necessary to verify the accuracy of the
information which has been furnished.
c. The Shares are being conveyed without registration
under the Securities Act of 1933, as amended (the
"1933 Act") in reliance upon the exemptions
provided under Section 4(2) of the 1933 Act and
Regulation D thereunder, as a sale of securities
not involving a public offering. As a result of
relying on exemptions from registration, the Shares
may not be sold, offered for sale, transferred,
pledged, or hypothecated in the absence of an
effective registration statement under the 1933 Act
or an exemption from registration under the 1933
Act and the rules and regulations promulgated by
the Securities and Exchange Commission (the "SEC")
thereunder. The Shares are not being registered
under the laws of any state, and may be subject to
additional state restrictions on transfer. The
Shares have not been reviewed or passed upon in any
manner by the securities commissioner of any state
or by the SEC.
d. Buyer represents that he is financially able to
accept the risks associated with this investment
and that he is able to bear the risks of the
investment, including the risk of lack of
liquidity. Buyer has such knowledge and experience
in financial and business matters as to be able to
evaluate the merits and risks of this investment.
Buyer has not employed any person as his investment
representative in connection with evaluating the
merits and risks of a prospective investment in
Plexus. There is no existing market for the
Shares.
e. The securities are being acquired by Buyer for his
own account for investment and not with a view to
distribution. Buyer has no present intention of
selling or otherwise disposing of any of these
securities and has no present intention of dividing
the same with others. Buyer does not contemplate
any sale of any of the securities upon the
occurrence or nonoccurrence of any predetermined
event or circumstance. Buyer has no present or
contemplated agreement, undertaking arrangement,
obligation, indebtedness or commitment providing
for, or which is likely to compel a disposition in
any manner of the securities. Buyer is unaware of
any circumstances presently in existence or likely
to occur which are likely to promote in the future
any disposition of the securities.
f. Neither Plexus nor any of its officers, directors,
or others is in any way obligated in the future to
register any of the Shares under the 1933 Act or
any state securities law, or to provide any
information necessary to facilitate disposition of
any of the Shares under any exemption from
registration provisions under the 1933 Act.
g. Buyer is a bona fide resident of the State of
Florida. Florida law provides that if sales of
Series A Preferred Stock are made to five or more
persons in Florida, any such sale is voidable by
the purchaser in such sale either within three days
after the first tender of consideration is made by
the purchaser to Plexus, or within three days after
the availability of that privilege is communicated
to the purchaser, whichever occurs later.
h. Buyer has full right and authority to execute,
deliver and perform this Agreement to acquire the
Shares.
i. The execution of this Subscription Agreement, the
issuance of the Series A Preferred Stock, and the
matters set forth on Exhibit C hereto may be
considered material non-public information until
they have been publicly disclosed by Plexus.
Therefore, the Buyer will refrain from any and all
trading in Common Stock of Plexus until such
matters have been publicly disclosed by Plexus.
3. Accredited Investor. Buyer is an "accredited investor,"
as defined in Rule 501(a) of Regulation D promulgated by the SEC
under the 1933 Act. A copy of Rule 501(a) is attached as Exhibit
D hereto.
4. Counsel. Buyer has relied upon Buyer's own counsel and
other advisors to the extent he deems necessary as to all matters
and questions concerning the purchase of the Shares and has not
relied upon any opinion of Plexus or its counsel.
5. Legended Certificate. Buyer understands that the
certificate(s) representing the securities purchased, including any
shares of Common Stock to be issued upon conversion of the Shares,
will bear a restrictive legend referring to the restrictions on
transfer thereof resulting from their issuance without registration
under the securities laws, in a form substantially as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATES, BUT HAVE BEEN ISSUED IN
RELIANCE UPON EXEMPTIONS THEREFROM. THEY HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 AND THE LAWS OF ANY
STATE IN WHICH THEY ARE OFFERED OR SOLD, OR AN
OPINION OF COUNSEL SATISFACTORY TO PLEXUS
CORP. (UNLESS WAIVED BY IT) THAT REGISTRATION
IS NOT REQUIRED UNDER SUCH LAWS.
6. Reliance; Indemnification. Buyer acknowledges that
Plexus will issue the Shares in reliance upon the representations
and warranties made by Buyer herein. Buyer agrees to indemnify
Plexus and its officers, directors, shareholders and affiliates
from any and all loss, damage, expense or liability (including
reasonable attorneys' fees) arising out of a breach of Buyer's
representations and warranties in this Subscription Agreement.
Dated this 29 day of June, 1994.
/s/ Allan C. Mulder
Allan C. Mulder
Address:
10618 Spicewoood Trail
Boynton Beach, FL 33436
Social Security Number: [omitted
herein for confidentiality]
Subscription accepted this 29th
day of June, 1994.
PLEXUS CORP.
By: Joseph D. Kaufman
Vice President
