<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 11 - K
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended......................................................
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from OCTOBER 1, 1995 to DECEMBER 31, 1995
Commission file number......0-14824...... [Plexus Corp.]
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
PLEXUS CORP.
55 JEWELERS PARK DRIVE
NEENAH, WISCONSIN 54956
<PAGE> 2
[COOPERS & LYBRAND L.L.P. LETTERHEAD]
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
REPORT ON AUDIT OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
FOR THE THREE-MONTH PERIOD ENDED DECEMBER 31, 1995
AND THE YEAR ENDED SEPTEMBER 30, 1995
<PAGE> 3
CONTENTS
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits as of
December 31, 1995 and September 30, 1995 3
Statements of Changes in Net Assets Available for Plan Benefits
for the three-month period ended December 31, 1995 and the
year ended September 30, 1995 4
Notes to Financial Statements 5-10
Supplemental Schedules:
Form 5500, Item 27(a) - Schedule of Assets Held for Investment
Purposes, December 31, 1995 11
Form 5500, Item 27(d) - Schedule of Reportable Transactions for
the three-month period ended December 31, 1995 12
</TABLE>
1
<PAGE> 4
[COOPERS & LYBRAND L.L.P. LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator
and Employee-Participants
We have audited the financial statements of the Plexus Corp. Employee Stock
Savings Plan as listed on the accompanying index. These financial statements
are the responsibility of the Plan Administrator. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995 and September 30, 1995, and the changes in net assets
available for plan benefits for the three-month period ended December 31, 1995
and the year ended September 30, 1995 in conformity with generally accepted
accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules as listed on
the accompanying index are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects, in relation to the basic
financial statements taken as a whole.
Coopers & Lybrand LLP
Milwaukee, Wisconsin
April 30, 1996
2
<PAGE> 5
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1995 and September 30, 1995
<TABLE>
<CAPTION>
December September
ASSETS 31, 1995 30, 1995
----------- -----------
<S> <C> <C>
Employer Securities Fund $ 7,881,888 $ 7,786,431
Balanced Fund 1,120,194 1,021,279
Diversified Equity Fund 1,011,455 945,735
Principal Fund 595,052 508,925
----------- -----------
Net assets available for plan benefits $10,608,589 $10,262,370
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the three-month period ended December 31, 1995 and the year ended September
30, 1995
<TABLE>
<CAPTION>
Three-Month
Period Ended Year Ended
December 31, September 30,
1995 1995
<S> <C> <C>
Contributions:
Employee pre-tax $ 353,772 $ 1,187,497
Employer 190,209 644,443
----------- -----------
543,981 1,831,940
Net appreciation in fair value of investments 41,495 2,916,337
Interest income 10,132 33,316
----------- -----------
595,608 4,781,593
----------- -----------
Withdrawal and distributions to participants (249,389) (286,941)
----------- -----------
Net increase 346,219 4,494,652
Net assets available for plan benefits:
Beginning of period 10,262,370 5,767,718
----------- -----------
End of period $10,608,589 $10,262,370
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 7
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN:
The following description of the Plexus Corp. Employee Stock Savings
Plan (the "Plan") provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
A. GENERAL: The Plan, effective January 1, 1989, is a contributory
defined contribution plan covering all employees of Plexus Corp. (the
"Company") who have completed one year of service. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA").
B. CONTRIBUTIONS: Employee pre-tax contributions are based on voluntary
written elections by the participants directing the Company to defer a
stated amount from the participants' compensation. Participants may
elect to defer in half percentage increments from a minimum of 1% up
to 2.5% of their annual compensation as a basic contribution. In
addition, participants may elect to defer up to an additional 7.5% of
their annual compensation as a supplemental contribution. The Company
will make a matching contribution on behalf of a participant equal to
100% of the basic contribution. All Company matching contributions are
allocated to the Employer Securities Fund. There is no Company matching
of the supplemental contribution. Contributions are limited by Section
401(k) of the Internal Revenue Code.
The Plan allows participants to elect the investment vehicle for their
contributions from among several investment options. Investment
options consist of an Employer Securities Fund, a Balanced Fund, a
Principal Fund, and a Diversified Equity Fund, or any combination of the
four, maintained by the Associated Bank, N.A. (the "Trustee"). The
Employer Securities Fund invests primarily in the common stock of the
Company. The Balanced Fund invests primarily in a combination of
equity, fixed income and money market securities (or similar
investments), with the objective of producing consistent long-term
growth. The Principal Fund invests primarily in guaranteed investment
contracts, commercial paper, and other money market securities (or
similar investments), with the objective of providing safety of
principal while generating interest income. The Diversified Equity Fund
invests in a diversified portfolio of common stocks with the goal of
producing a high total return from a combination of stock price
appreciation and cash dividends. For all four funds, there is no
guarantee as to future returns nor is there a guarantee against loss of
principal.
C. PARTICIPANT ACCOUNTS AND ALLOCATIONS: Each participant's account is
credited with the participant's contribution and allocations of
Company contributions and Fund investment earnings. Allocations are
based on participant account balances in relation to total Fund account
balances, as defined by the Plan document. Participants in the Employer
Securities Fund are allocated an undivided interest in the shares held
by the Fund. At December 31, 1995 and September 30, 1995, the Employer
Securities Fund held 465,577 and 462,679 shares of Plexus Corp. common
stock valued at $16.625 and $16.625 per share, respectively.
5
<PAGE> 8
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. DESCRIPTION OF PLAN, CONTINUED:
D. VESTING AND DISTRIBUTIONS: Participants immediately vest in all
contributions made to the Plan. Participant accounts are
distributable in the form of a lump sum payment or annual installments
(period not to exceed the period permitted under Section 401(a)(9) of
the code) of cash or in whole shares of Company securities as elected by
the participant upon a participant's retirement, termination of
employment, death, disability, financial hardship or attainment of age
59-1/2. Participants with account balances exceeding $3,500 as of the
distribution determination date may elect to defer distribution until
the participant's attainment of age 65 or termination of employment,
whichever is later. In any event, participant distributions may not be
deferred past April 1 of the calendar year following the year in which
the participant attains age 70-1/2. Forfeitures of unclaimed
distributions are used to reduce Company matching contributions.
E. PLAN TERMINATION: Although it has not expressed any intent to do so,
the Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the
provisions set forth in ERISA. In the event of Plan termination, the
accounts of the participants shall be nonforfeitable.
F. CHANGES TO THE PLAN: The Plan's fiscal year end has been changed from
September 30 to December 31. Commencing January 1, 1996, Plexus
Corp.'s Employee Stock Savings Plan will be modified. Associated Mutual
Funds will be eliminated and replaced with eight mutual funds maintained
by Riggs National Bank of Washington, D.C., the new trustee. The new
administrator of the Plan will be Godwins, Brooke & Dickenson of
Winston-Salem, NC. The new investment advisor will be Robert W. Baird &
Co. of Milwaukee, WI. In addition, participants will be allowed to
invest up to 15% of their income in increments of 5%. Participants will
be allowed to transfer among all of the funds on a daily basis (except
Plexus Common Stock which is limited to one transfer per month). The
Company match will remain at 2.5% and remain in Plexus Common Stock.
6
<PAGE> 9
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF ACCOUNTING POLICIES:
The significant accounting policies followed by the Plan in presenting
these financial statements are as follows:
A. INVESTMENTS: Investments in the Employer Securities Fund consist
primarily of investments in Company securities which are traded on the
NASDAQ exchange and are valued at the last reported sales price on the
last business day preceding the valuation date. Investments in the
Balanced Fund, the Principal Fund, and the Diversified Equity Fund
consist of units of participation, representing an interest in the
underlying assets of certain commingled trust funds maintained by the
Trustee, rather than ownership of specific assets. The value of a unit
of participation is the total value of the respective fund divided by
the number of units outstanding. The trusts' investments in securities
traded on a national securities exchange are valued at the last reported
sales price. Obligations of U.S. Government securities and securities
traded on the over-the-counter market are valued at the mean between bid
and asked prices. Other securities are stated at fair market value as
determined from independent sources. Money market funds held by the
trusts are valued at cost which approximates fair value. The market
value of all non-money market funds is determined on a monthly basis.
Money market funds are valued on a daily basis.
Purchases and sales of securities are reflected on a trade-date basis.
The Plan presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of its investments
which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
B. INTEREST INCOME: Interest income from securities is recorded as
earned on an accrual basis.
C. ADMINISTRATIVE EXPENSES: Expenses incurred in the administration of
the Plan are paid by the Company and are not reflected within these
financial statements.
7
<PAGE> 10
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENTS AND FUND ACTIVITY:
The current value of investments and other assets in each fund at
December 31, 1995 and September 30, 1995 are summarized as follows:
<TABLE>
<CAPTION>
December 31, 1995
------------------------------------------------------------------
Employer
Securities Balanced Diversified Principal
Fund Fund Equity Fund Fund Total
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Plexus Corp. Common Stock $7,740,218 $ - $ - $ - $ 7,740,218
Associated Bank, N.A. Retirement and Pension
Cash Investment Fund 8,824 1,087,762 970,259 579,630 2,646,475
---------- ---------- ---------- -------- -----------
Total investments 7,749,042 1,087,762 970,259 579,630 10,386,693
Contributions receivable:
Employer 75,089 - - - 75,089
Employee 55,878 31,160 39,534 14,227 140,799
Accrued interest income 174 643 515 2,872 4,204
Transfers requested 561 633 804 (1,998) -
Other 1,144 (4) 343 321 1,804
---------- ---------- ---------- -------- -----------
Net assets available for plan benefits $7,881,888 $1,120,194 $1,011,455 $595,052 $10,608,589
========== ========== ========== ======== ===========
<CAPTION>
September 30, 1995
------------------------------------------------------------------
Employer
Securities Balanced Diversified Principal
Fund Fund Equity Fund Fund Total
---------- ---------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C>
Plexus Corp. Common Stock $7,692,038 $ - $ - $ - $ 7,692,038
Associated Pension and Profit Sharing
Intermediate Term Bond Fund - 382,892 - - 382,892
Associated Pension and Profit Sharing Capital
Appreciation Fund - 60,425 91,589 - 152,014
Associated Bank, N.A. Retirement and Pension Cash
Investment Fund 35,437 43,263 3,530 452,964 535,194
Associated Pension and Profit Sharing Equity Income
Fund - 82,479 140,644 - 223,123
Associated Pension and Profit Sharing Regional
Bank Fund - 59,897 90,797 - 150,694
Associated Pension and Profit Sharing Common
Stock Fund - 277,234 429,564 - 706,798
Associated Pension and Profit Sharing Foreign Equity
Fund - 101,026 165,381 - 266,407
---------- ---------- ---------- -------- -----------
Total investments 7,727,475 1,007,216 921,505 452,964 10,109,160
Contributions receivable:
Employer 52,359 - - - 52,359
Employee 38,298 22,154 27,108 10,118 97,678
Accrued interest income 162 223 34 2,149 2,568
Transfers requested (32,469) (8,280) (2,895) 43,644 -
Other 606 (34) (17) 50 605
Net assets available for plan benefits $7,786,431 $1,021,279 $ 945,735 $508,925 $10,262,370
========== ========== ========== ======== ===========
</TABLE>
8
<PAGE> 11
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENTS AND FUND ACTIVITY, CONTINUED:
A summary of the activity in each of the funds for the three-month period
ended December 31, 1995 and the year ended September 30, 1995, follows:
<TABLE>
<CAPTION>
Three-Month Period Ended December 31, 1995
---------------------------------------------------------------------
Employer
Securities Balanced Diversified Principal
Fund Fund Equity Fund Fund Total
---------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer $ 190,209 $ - $ - $ - $ 190,209
Employee 138,437 79,514 99,470 36,351 353,772
Interest income 422 1,148 737 7,824 10,132
Net appreciation/(depreciation) of investments (27,594) 36,775 32,315 - 41,495
---------- ---------- ---------- --------- -----------
301,474 117,437 132,522 44,175 595,608
Deductions:
Withdrawal and distributions to participants 100,748 22,247 49,507 76,887 249,389
Transfers 105,269 (3,725) 17,295 (118,839) -
---------- ---------- ---------- --------- -----------
Net increase 95,457 98,915 65,720 86,127 346,219
Assets available for benefits:
Beginning of year 7,786,431 1,021,279 945,735 508,925 10,262,370
End of year $7,881,888 $1,120,194 $1,011,455 $ 595,052 $10,608,589
========== ========== ========== ========= ===========
<CAPTION>
Year Ended September 30, 1995
---------------------------------------------------------------------
Employer
Securities Balanced Diversified Principal
Fund Fund Equity Fund Fund Total
---------- ---------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer $ 644,443 $ - $ - $ - $ 644,443
Employee 485,663 261,165 318,868 121,801 1,187,497
Interest income 8,142 1,750 481 22,944 33,316
Net appreciation of investments 2,601,126 152,865 162,347 - 2,916,337
---------- ---------- ---------- --------- -----------
3,739,374 415,781 481,694 144,745 4,781,594
Deductions:
Withdrawal and distributions to participants 186,171 29,290 25,600 45,881 286,942
Transfers 15,034 28,245 23,140 (66,419) -
---------- ---------- ---------- --------- -----------
Net increase (decrease) 3,538,169 358,246 432,954 (20,538) 4,494,652
Assets available for benefits:
Beginning of year 4,248,262 663,033 512,781 343,642 5,767,718
---------- ---------- ---------- --------- -----------
End of year $7,786,431 $1,021,279 $ 945,735 $ 508,925 $10,262,370
========== ========== ========== ========= ===========
</TABLE>
9
<PAGE> 12
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
4. TAX STATUS:
The United States Treasury Department advised the Plan on May 15, 1990
that the Plan constitutes a qualified trust under Section 401(a) of the
Internal Revenue Code and is therefore exempt from Federal income taxes
under provisions of Section 501(a).
The Plan has been amended since receiving the determination letter.
However, the plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable requirements
of the Internal Revenue Code. Therefore, no provision for income taxes has
been included in the financial statements.
Participants will not be subject to income tax on contributions made on
their behalf by the Company nor on the plan earnings credited to their
account until such time as they withdraw all or any part of their
accumulated balance.
10
<PAGE> 13
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
FORM 5500, ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
--------------------- --------------------- --------------------------- ---------- -----------
Identity of Issuer,
Identity of Borrower, Lessor Current
Party Involved or Similar Party Description of Investment Cost Value
--------------------- --------------------- --------------------------- ---------- -----------
<S> <C> <C> <C> <C>
Plexus Corp. Common stock $4,159,782 $ 7,740,218
Associated Bank, N.A. Associated Bank, N.A. Retirement and Pension Cash
Investment Fund 2,646,475 2,646,475
---------- -----------
$6,806,257 $10,386,693
========== ===========
</TABLE>
* Party-in-interest transactions, which are exempt from prohibited transaction
rules under Section 408(b) of ERISA.
See Report of Independent Accountants.
11
<PAGE> 14
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
FORM 5500, ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the three-month period ended December 31, 1995
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column G Column I
--------------------- -------------------- ------------------ --------------- -------- ---------
Identity of Purchase Selling Cost of
Party Involved Description of Asset Price Price Asset Gain
--------------------- -------------------- ------------------ --------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Associated Bank, N.A. Retirement and
Pension Cash
Investment Fund $2,741,552 (32) $630,271 (37) $630,271 $ -
</TABLE>
NOTES:
(A) Columns E and F are omitted as they are not applicable.
(B) Column H is omitted as such amounts are the same as Column D.
(C) Figures in parentheses indicate number of individual transactions in
total series.
See Report of Independent Accountants.
12
<PAGE> 15
[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Plexus Corp. on Form S-8 (File No. 33-23490) of our report dated December 15,
1995 on our audits of the financial statements and supplemental schedules of
the Plexus Corp. Employee Stock Savings Plan as of December 31, 1995 and
September 30, 1995, and for the three-month period ended December 31, 1995 and
the years ended September 30, 1995 and 1994, which report is included in this
Annual Report on Form 11-K.
Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Milwaukee, Wisconsin
May 13, 1996
<PAGE> 16
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
PLEXUS CORP.
EMPLOYEE STOCK SAVINGS PLAN
Date: May 19, 1996 /s/ Joseph D. Kaufman
-------------------------------------
Joseph D. Kaufman
Employee Stock Savings Plan Fiduciary
Committee Member
