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Registration No. 333-
As filed with the Securities and Exchange Commission on June 21, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PLEXUS CORP.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-134447
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 JEWELERS PARK DRIVE
NEENAH, WISCONSIN 54957-0156
(Address of Principal Executive Offices) (Zip Code)
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PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
(Full title of the plan)
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JOSEPH D. KAUFMAN, ESQ.
Vice President, Secretary and General Counsel Copy to:
Plexus Corp. KENNETH V. HALLETT, ESQ.
55 Jewelers Park Drive Quarles & Brady
Neenah, Wisconsin 54957-0156 411 East Wisconsin Avenue
(Name and address of agent for service) Milwaukee, Wisconsin 53202-4497
(414) 722-3451
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE(2) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per
share 350,000 shares $13.0625 $4,571,875 $1,576.51
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing
the registration fee, based upon $13.0625 per share, which is the average
of the high and low sales prices of the Registrant's Common Stock on The
NASDAQ Stock Market on June 18, 1996.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
GENERAL INSTRUCTION E INFORMATION.
This Registration Statement is being filed to increase the number of
securities of the same class as other securities for which an earlier
Registration Statement of Plexus Corp. (the "Registrant") on Form S-8 relating
to the Plexus Corp. Employee Stock Savings Plan (the "Plan") is effective.
Except as set forth below, the Registrant's Form S-8 Registration
Statement filed with the Securities and Exchange Commission, as amended by
Post-Effective Amendment No. 1 thereto (Registration File No. 33-23490) is
hereby incorporated by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant (Commission File No.
0-14824) with the Securities and Exchange Commission pursuant to Section 13 of
the Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by
reference.
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995.
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended December 31, 1995 and March 31, 1996.
(c) The description of the Registrant's Common Stock contained in
its Registration Statement on Form 8-A dated July 18, 1986, as
amended by Amendment No. 1 thereto dated February 28, 1995.
(d) The Plan's Annual Report on Form 11-K for the Plan's fiscal
year ended September 30, 1995, filed as Exhibit 99 to the Form 10-K;
and
(e) The Plan's Transition Report on Form 11-K for the period
October 1, 1995 through December 31, 1995.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.
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ITEM 8. EXHIBITS.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933 (the "1933 Act"), the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Neenah, State of
Wisconsin, on June 20, 1996.
PLEXUS CORP.
(Registrant)
By: /s/ Peter Strandwitz
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Peter Strandwitz
Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter Strandwitz, Thomas B. Sabol and Joseph D.
Kaufman, or any one of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and any other
regulatory authority, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the 1933 Act, this Registration Statement has
been signed by the following persons in the capacities and on the date
indicated.*
SIGNATURE TITLE
/s/ Peter Strandwitz Chairman of the Board and Chief Executive Officer
- ------------------------- (Principal Executive Officer and Director)
Peter Strandwitz
/s/ Thomas B. Sabol Vice President-Finance, and Treasurer (Principal
- ------------------------- Financial Officer)
Thomas B. Sabol
/s/ William F. Denney Vice President and Controller (Principal Accounting
- ------------------------- Officer)
William F. Denney
/s/ Rudolph T. Hoppe Director
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Rudolph T. Hoppe
/s/ Harold R. Miller Director
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Harold R. Miller
/s/ Allan C. Mulder Director
- -------------------------
Allan C. Mulder
/s/ John L. Nussbaum Director
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John L. Nussbaum
/s/ Gerald A. Pitner Director
- -------------------------
Gerald A. Pitner
/s/ Thomas J. Prosser Director
- -------------------------
Thomas J. Prosser
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* Each of these signatures is affixed as of June 20, 1996.
S-2
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SIGNATURES
Pursuant to the requirements of the 1933 Act, the Plexus Corp. Employee
Stock Savings Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Neenah, State of Wisconsin, on June 20, 1996.
PLEXUS CORP.
(Registrant)
By: /s/ Peter Strandwitz
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Peter Strandwitz, Chairman of Plan
Committee of the Plexus Corp. Employee
Stock Savings Plan
Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed below by the following members of the Plan Committee of the
Plexus Corp. Employee Stock Savings Plan on June 20, 1996.
SIGNATURE TITLE
/s/ Peter Strandwitz Chairman
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Peter Strandwitz
/s/ Joseph D. Kaufman Member
- ---------------------------
Joseph D. Kaufman
/s/ William F. Denney Member
- ---------------------------
William F. Denney
S-3
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PLEXUS CORP.
(THE "REGISTRANT")
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
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EXHIBIT FILED
NUMBER DESCRIPTION INCORPORATED HEREIN BY REFERENCE TO HEREWITH
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4.1 Restated Articles of Exhibit 3(i) to Registrant's
Incorporation of Registrant Quarterly Report on Form 10-Q for
the fiscal quarter ended 6/30/94
5 Opinion of Quarles & Brady X
24.1 Consent of Independent Accountants X
24.2 Consent of Quarles & Brady Included in
Exhibit 5
25 Power of Attorney Contained in
Signatures Page to
this Registration
Statement
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EXHIBIT 5
[Quarles & Brady letterhead]
June 20, 1996
Plexus Corp.
55 Jewelers Park Drive
Neenah, Wisconsin 54957-0156
Gentlemen and Ladies:
We are providing this opinion in connection with the Registration
Statement of Plexus Corp. (the "Company") on Form S-8 (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Act"),
with respect to the proposed sale by the Company of up to 350,000 shares of
Common Stock, par value $.01 per share, of the Company (the "Shares") pursuant
to the Plexus Corp. Employee Stock Savings Plan (the "Plan"). We have
examined: (i) the Registration Statement; (ii) the Company's Restated Articles
of Incorporation and Bylaws, as amended to date; (iii) the Plan; (iv) corporate
proceedings relating to the adoption of the Plan and the issuance of the
Shares; and (v) such other documents and records as we have deemed necessary in
order to render this opinion. In rendering this opinion, we have relied as to
certain factual matters on certificates of officers of the Company and of state
officials.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.
2. The Shares to be sold from time to time pursuant to the Plan which are
original issuance shares will, when issued and paid for as contemplated by the
Registration Statement and the Plan, will be validly issued, fully paid and
non-assessable by the Company, subject to the personal liability which may be
imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law, as judicially interpreted, for debts owing to employees for
services performed, but not exceeding six months service in any one case.
Although Section 180.0622(2)(b) provides that such personal liability of
shareholders shall be "to an amount equal to the par value of shares owned by
them respectively, and to the consideration for which their shares without par
value was issued," the Wisconsin Supreme Court, by a split decision without a
written opinion, has affirmed a judgment holding shareholders of a corporation
liable under the substantially identical predecessor statute in effect prior to
January 1, 1991 (Section 180.40(6)) for unpaid employee wages to an amount
equal to the consideration for which their par value shares were issued rather
than the shares' lower stated par value. Local 257 of Hotel and Restaurant
Employees and Bartenders International Union v. Wilson Street East Dinner
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Plexus Corp.
June 20, 1996
Page 2
Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the 1983
decision of the Circuit Court for Dane County, Wisconsin, in Case No.
82-CV-0023).
We consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving our consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Act, or that we come within the category of
persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Quarles & Brady
QUARLES & BRADY
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EXHIBIT 24.1
[Coopers & Lybrand L.L.P. letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and the related Prospectus of, our report dated November
17, 1995, with respect to the consolidated financial statements of Plexus Corp.
incorporated by reference in its Annual Report on Form 10-K for the fiscal year
ended September 30, 1995 (the "1995 10-K"); our report dated December 15, 1995,
with respect to the financial statements of the Plexus Corp. Employee Stock
Purchase Plan (the "Plan") included in the Plan's Annual Report on Form 11-K
for the year ended September 30, 1995, filed as an exhibit to the 1995 10-K;
and our report dated April 30, 1996 with respect to the financial statements of
the Plan included in the Plan's Transition Report on Form 11-K for the period
October 1, 1995 through December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
Milwaukee, Wisconsin
June 17, 1996
