<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Plexus Corp.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
------------------------------------------------------------------------
(3) Filing party:
------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
PLEXUS CORP.
55 JEWELERS PARK DRIVE
P.O. BOX 156
NEENAH, WISCONSIN 54957-0156
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ON FEBRUARY 11, 1998
To shareholders of Plexus Corp.:
The annual meeting of shareholders of Plexus Corp. will be held at the
Valley Inn, located at 123 East Wisconsin Avenue, Neenah, Wisconsin, on
Wednesday, February 11, 1998 at 10:00 a.m., for the following purposes:
(1) To elect six directors to serve until the next annual meeting
and until their successors have been duly elected.
(2) To amend the Articles of Incorporation of Plexus Corp. to
increase the number of shares of Common Stock, $.01 par value,
Plexus is authorized to issue from 20,000,000 to 60,000,000.
(3) To consider and approve the Plexus 1998 Stock Option Plan.
(4) To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only shareholders of record on the books of Plexus at the close of
business on December 12, 1997 will be entitled to vote at the meeting or any
adjournment of the meeting.
Your attention is called to the Proxy Statement accompanying this
notice for a more complete statement regarding the matters to be acted upon at
the meeting.
By Order of the Board of Directors
Joseph D. Kaufman
Secretary
Neenah, Wisconsin
January 5, 1998
PLEASE INDICATE YOUR VOTING DIRECTIONS, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU LATER FIND THAT YOU MAY BE
PRESENT AT THE MEETING OR FOR ANY OTHER REASON DESIRE TO REVOKE YOUR PROXY, YOU
MAY DO SO AT ANY TIME BEFORE IT IS VOTED.
<PAGE> 3
PROXY STATEMENT
PLEXUS CORP.
55 JEWELERS PARK DRIVE
P.O. BOX 156
NEENAH, WISCONSIN 54957-0156
* * * * * * *
SOLICITATION AND VOTING
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Plexus Corp. ("Plexus" or the
"Company") for the annual meeting of shareholders on Wednesday, February 11,
1998. Shares represented by properly executed proxies received by Plexus will
be voted at the meeting and any adjournment thereof in accordance with the
terms of such proxies, unless revoked. Proxies may be revoked at any time
prior to the voting thereof either by written notice filed with the secretary
or acting secretary of the meeting or by oral notice to the presiding officer
during the meeting.
Shareholders of record at the closing of business on December 12, 1997
will be entitled to one vote on each matter presented for each share so held.
At that date there were 14,810,353 shares of Common Stock outstanding. Any
shareholder entitled to vote may vote either in person or by duly authorized
proxy. Representation of a majority of the outstanding shares will constitute
a quorum at the meeting. Abstentions and shares which are the subject of
broker non-votes will be counted for the purpose of determining whether a
quorum exists at the meeting. Shares represented at a meeting for any purpose
are counted in the quorum for all matters to be considered at the meeting. The
voted proxies will be tabulated by the persons appointed as inspectors of
election.
Directors are elected by a plurality of the votes cast by the holders
of the Company's Common Stock entitled to vote at the election at a meeting at
which a quorum is present. "Plurality" means that the individuals who receive
the highest number of votes are elected as directors, up to the number of
directors to be chosen at the meeting. Any votes attempted to be cast
"AGAINST" a candidate are not given legal effect and are not counted as votes
cast in the election of directors. Therefore, any shares which are not voted,
whether by withheld authority, broker non-vote or otherwise, have no effect in
the election of directors except to the extent that the failure to vote for any
individual results in another individual receiving a larger number of votes.
Under Wisconsin Business Corporation Law, the affirmative vote of the
holders of a majority of the outstanding shares of the Company's Common Stock
outstanding on the record date is required to adopt the proposed amendment to
the Company's Articles of Incorporation. Therefore, any shares not voted,
whether by abstention, broker non-vote or otherwise, will have the affect of a
vote AGAINST the proposed amendment.
If a quorum is present, the proposed 1998 Stock Option Plan (the "1998
Plan") will be approved if the holders of a majority of shares of the Company's
Common Stock represented and entitled to vote on the matter vote "FOR" the 1998
Plan. Any shares which are the subject of broker non-votes are not deemed to
be entitled to vote on the 1998 Plan therefore such shares will have no effect
on the voting on the 1998 Plan except as they affect the number of shares
voting.
Shareholders who own shares as part of Plexus' Employee Stock Savings
Plan (the "Savings Plan") will receive a separate proxy for the purpose of
voting their shares held in their account. Shares held by the Savings Plan for
which designations are not received will be voted by the Savings Plan's Trustee
at its discretion, as provided in the Savings Plan.
Expenses in connection with the solicitation of proxies will be paid
by Plexus. Upon request, Plexus will reimburse brokers, dealers, banks and
voting trustees, or their nominees, for reasonable expenses incurred in
forwarding
<PAGE> 4
copies of the proxy material and annual report to the beneficial owners of
shares which such persons hold of record. Solicitation of proxies will be
principally by mail. Proxies may also be solicited in person, or by telephone,
telegraph or fax, by officers and regular employees of Plexus.
The Company effected a 2-for-1 stock split, in the form of a 100%
stock dividend, on August 25, 1997. All Company Common Stock share amounts and
price per share data included in this Proxy Statement have been adjusted to
reflect the stock split.
This proxy material is being mailed to shareholders commencing on or about
January 5, 1998.
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock by each Director, the only
persons known to the Company to be the beneficial owner of 5% or more of the
Common Stock, and all directors and executive officers as a group as of
December 1, 1997.
SHARES PERCENTAGE
BENEFICIALLY OF SHARES
NAME OWNED (1) OUTSTANDING
---- ----------------- -----------------
Peter Strandwitz 603,500 4.0%
Gerald A. Pitner 412,706 2.8%
John L. Nussbaum (2) 226,944 1.5%
Harold R. Miller 213,198 1.4%
Thomas J. Prosser 70,400 *
Rudolph T. Hoppe (3) 13,332 *
Joseph D. Kaufman 40,620 *
Thomas B. Sabol (2) 12,569 *
All executive officers and directors
as a group (10 persons) 1,638,959 10.7%
Allan C. Mulder (4) 1,161,526 7.8%
Riggs National Bank (5) 819,247 5.5%
- -----------------------------
* Less than 1%
(1) The specified persons have sole voting and sole dispositive powers as
to all such shares, except as otherwise indicated. The above amounts
include shares subject to options granted under the Company's 1988
Stock Option Plan and the 1995 Executive Stock Option Plan (together,
the "Option Plans") and the 1995 Directors' Stock Option Plan (the
"Directors' Option Plan") which are exercisable within 60 days. These
options include those held by Mr. Strandwitz (213,999), Mr. Nussbaum
(85,000), Mr. Pitner (62,000), Messrs. Miller, Prosser and Hoppe
(9,000 each), Mr. Kaufman (30,749), Mr. Sabol (7,999) and all officers
and directors as a group (460,812).
(2) Mr. Nussbaum and Mr. Sabol share voting and dispositive power with
their spouses with respect to 132,776 and 950 shares, respectively.
(3) Excludes 1900 shares owned by Mr. Hoppe's wife, of which he disclaims
beneficial ownership because he does not share voting or dispositive
power.
(4) Mr. Mulder's address is 10618 Spicewood Trail, Boynton Beach, Florida.
According to a Report on Schedule 13D dated March 24, 1997, Mr. Mulder
holds, of record, 369,448 shares of Company Common Stock and, as
trustee, beneficiary owns 792,078 shares of Company Common Stock held
of record by the Allan C. Mulder Revocable Trust U/A 1/10/92.
(5) According to information provided by Riggs National Bank ("Riggs"), at
September 30, 1997, Riggs held shared voting and dispositive power as
to 819,247 shares of Common Stock. The Company believes that
substantially all of these shares were held by Riggs as trustee of the
Savings Plan. Riggs' address is 1120 Vermont Avenue, N.W., Washington
D.C. 20005-3598.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 ("Section 16")
requires the Company's officers and directors, and persons who beneficially own
more than 10% of the Company's Common Stock, to file reports of
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<PAGE> 6
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than 10% shareholders (collectively "insiders")
are required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.
All publicly held companies are required to disclose the names of any
insiders who fail to make any such filing on a timely basis within the
preceding two years, and the number of delinquent filings and transactions,
based solely on a review of the copies of the Section 16(a) forms furnished to
the Company, or written representations that no such forms were required. On
the basis of filings and written representations received by the Company, the
Company believes that, during fiscal 1997 and the preceding fiscal year, except
as previously disclosed, the Company's insiders have complied with all Section
16(a) filing requirements applicable to them.
ELECTION OF DIRECTORS
In accordance with the Bylaws of the Company, the Board of Directors
has determined that there shall be six directors elected at the annual meeting
of shareholders to serve until their successors are duly elected and qualified.
The persons who are nominated as directors and for whom proxies will
be voted (unless otherwise specified by a shareholder) are named below. If any
of the nominees should decline or be unable to act as a director, which
eventuality is not foreseen, the proxies will be voted with discretionary
authority for a substitute nominee designated by the Board of Directors.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND AGE AND BUSINESS EXPERIENCE (1) SINCE
------------ --------------------------- -------------
<S> <C> <C>
Rudolph T. Hoppe, 71 (2)(3) Retired; previously President and Director of The Glenora 1987
Company (investments) (4)
Harold R. Miller, 69 (2)(3) Retired; previously Chairman of the Board and Chief 1980
Exectutive Officer of Marathon Engineers/Architects/Planners,
Inc. (architectural and engineering services)
John L. Nussbaum, 55 President, Chief Operating Officer and Director of the 1980
Company
Gerald A. Pitner, 56 Executive Vice President and Director of the Company 1980
Thomas J. Prosser, 61 (2)(3) Senior Vice President-Investment Banking of Robert W. Baird 1987
& Co., Incorporated (brokerage and other financial
services)
Peter Strandwitz, 60 Chairman of the Board, Chief Executive Officer and Director 1979
of the Company
</TABLE>
______________________
(1) Unless otherwise noted, all directors have been employed in their
principal occupation listed above for the past five years or more.
(2) Member (together with John McDonough, who resigned as a director in
November 1997) of the Compensation Committee, which held one meeting
and took one action by unanimous consent during fiscal 1997. The
Compensation Committee considers and makes recommendations to the
Board of Directors with respect to officers' salaries and bonuses,
reviews, approves and administers compensation plans, and awards stock
options.
-3-
<PAGE> 7
(3) Member (together with Mr. McDonough) of the Audit Committee, which met
twice in fiscal 1997. The Audit Committee selects outside auditors,
monitors their activities and reviews their final reports.
(4) Also director of St. Francis Capital Corp. (savings bank holding
company).
The Board of Directors held four meetings during fiscal 1997. Each
Director attended at least 75% of the aggregate of the total number of meetings
of the Board and the total number of meetings of all committees of the Board on
which such director served during the year.
Directors' Compensation.
Each director of the Company who is not an officer or employee of the
Company or a subsidiary receives an annual directors' fee of $8,000 and an
additional $1,000 fee per meeting date on which the director attends a meeting
of the Board of Directors or any of its committees.
In addition, each director who is not an officer or employee of the
Company or a subsidiary is entitled in each fiscal year to receive an option
for 1,500 shares of Company Common Stock, at its market value on the date of
grant, under the Directors' Option Plan. The Directors' Option Plan was
approved by Company shareholders in February 1995. Options thereunder are
fully vested upon grant, may be exercised after a minimum six month holding
period, and must be exercised prior to the earlier of ten years after grant or
one year after the persons cease to be a director. In accordance with the
Directors' Option Plan, each of the then-serving non-employees directors
received a fiscal 1997 option for 3,000 shares (reflecting the subsequent stock
split), exercisable at $8.815 per share, on December 2, 1996, and received a
fiscal 1998 option for 1,500 shares exercisable at $27.0625 per share on
December 1, 1997.
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<PAGE> 8
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the total
compensation of the Company's Chief Executive Officer, and its four other
highest compensated executive officers for fiscal 1997 and the preceding two
fiscal years.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation (1) Awards
-------------------------------------- ------------------
Other Securities
Annual Underlying All Other
Name and Fiscal Compen- Options/ Compensation
Principal Position Year Salary ($) Bonus ($) sation($) SARs #(2) ($)(3)
------------------ -------- ---------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Peter Strandwitz, 1997 $218,869 $165,000 -0- 44,000 $195,183
Chairman and CEO 1996 $190,844 -0- -0- 34,000 $ 17,776
1995 $183,350 -0- -0- 34,000 $ 2,310
John L. Nussbaum, 1997 $186,093 $150,000 -0- 40,000 $ 93,890
President and COO 1996 $156,790 -0- -0- 30,000 $ 11,107
1995 $145,941 -0- -0- 30,000 $ 3,225
Gerald A. Pitner, 1997 $122,861 $93,750 -0- 12,000 $ 61,427
Executive VP 1996 $115,408 -0- -0- 12,000 $ 8,250
1995 $114,067 -0- -0- 12,000 $ 2,395
Thomas B. Sabol 1997 $113,625 $90,000 -0- 20,000 $ 1,577
VP-Finance and CFO 1996 $ 65,385 -0- $36,532 24,000 -0-
(4)
Joseph D. Kaufman 1997 $102,273 $79,500 -0- 15,000 $ 2,213
VP, Secretary and 1996 $ 88,574 -0- -0- 10,000 $ 2,212
General Counsel 1995 $ 81,018 -0- -0- 10,000 2,021
</TABLE>
(1) While the named individuals received perquisites or other personal
benefits in the years shown, in accordance with SEC regulations, the
value of these benefits are not shown since they did not exceed, in
the aggregate, the lesser of $50,000 or 10% of the individual's salary
and bonus in any year.
(2) Represents number of shares for which options were granted under the
Company's Option Plans. No SARs have been granted.
(3) Includes: the Company's contributions to the accounts of Messrs.
Strandwitz, Nussbaum, Pitner, Sabol and Kaufman in the Savings Plan of
$1,583 $2,969, $2,509, $1,577, and $2,213, respectively, in fiscal
1997; and the Company's fiscal 1997 contributions to accounts of
Messrs. Strandwitz, Nussbaum and Pitner under the supplemental
retirement arrangements of $193,600, $90,921 and $58,918,
respectively.
-5-
<PAGE> 9
(4) Mr. Sabol's employment with the Company began in January 1996; other
compensation for Mr. Sabol in fiscal 1996 represents reimbursement of
certain relocation expenses.
STOCK OPTIONS
The following table sets forth information with respect to the grant
of stock options in fiscal 1997 to the five executive officers named in the
Summary Compensation Table.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants(1)
- --------------------------------------------------------------------------------------
% of Potential
Number of Total Realized Value at
Securities Options/ Assumed Annual
Underlying SARs Granted Rates of Stock Price
Options/ to Employees Exercise or Appreciation
SARs Granted in Fiscal Base Price Expiration for Option Term (2)
Name (#) Year ($/sh) Date 5% 10%
- ---- ----------- ------------- ---------- -------------- ---- ---
<S> <C> <C> <C> <C> <C> <C>
Peter Strandwitz 44,000 6.6% $12.3125 3/18/07 $340,912 $863,632
John Nussbaum 40,000 6.0% $12.3125 3/18/07 $309,920 $785,120
Gerald Pitner 12,000 1.8% $12.3125 3/18/07 $ 92,976 $235,536
Thomas Sabol 20,000 3.0% $12.3125 3/18/07 $154,960 $392,560
Joseph Kaufman 15,000 2.2% $12.3125 3/18/07 $116,220 $294,420
- --------------------------
</TABLE>
(1) No SARs were granted; all grants reflect stock options under the
Company's Option Plans.
(2) Assumes stated appreciation from the date of grant.
-6-
<PAGE> 10
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR END OPTION/SAR VALUES
The following table sets forth information with respect to the five
executive officers named in the Summary Compensation Table concerning the
number and value of options outstanding at September 30, 1997.
<TABLE>
<CAPTION>
Number of Value of
Securities Underlying Unexercised In-the-
Shares Unexercised Options/ Money Options/SARs
Acquired on Value SARs at FY-End (#)(2) at FY-End ($)(3)
--------------------- ----------------
Name Exercise (#) Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------ -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Peter Strandwitz -0- -0- 213,999/78,001 $6,279,541/$1,966,403
John Nussbaum 10,000 $326,670 110,000/70,000 $3,086,878/$1,761,875
Gerald Pitner -0- -0- 62,000/24,000 $1,785,356/$613,500
Thomas Sabol -0- -0- 7,999/36,001 $225,660/$907,654
Joseph Kaufman 3,000 $84,843 30,749/25,001 $916,530/$625,341
- ----------------
</TABLE>
(1) Represents the difference between the exercise price and the reported
closing price on the date of exercise.
(2) Represents options granted under the Company's Option Plans. No SARs
have been granted.
(3) Represents the difference between the exercise price and the $35.125
reported closing price of the Company's Common Stock on the NASDAQ
Stock Market on September 30, 1997.
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Company's Board of Directors (the
"Committee") sets general compensation policies for the Company. The Committee
makes the primary decisions with respect to compensation of the Chairman/Chief
Executive Officer (the "CEO"), the President/Chief Operating Officer
("President") and the Executive Vice President of the Company; compensation
decisions as to all other Company officers are recommended by the CEO and the
President, subject to approval by the Committee. The Company's other
compensation programs, such as the Savings Plan and the Option Plans, are
either originated or approved by the Committee; the Committee grants stock
options under the Option Plans.
The Company's policy, which is adhered to by the Committee, is to
fairly compensate individuals for their contributions to the Company, but also
to provide value to the Company's shareholders and to consider the ability of
the Company to fund any compensation decisions, plans or programs. The
Committee believes that fair compensation packages are necessary to attract and
retain qualified executive officers. To be effective in attracting and
retaining competent individuals, compensation packages must balance short-term
and long-term considerations, as well as provide incentives to individuals
based upon the performance of the Company. For the past several fiscal years,
the Committee has evaluated compensation of Company executive officers in the
context of continuing growth, but also the continuing need for capital to
support that growth and the occasional effect on earnings of that growth. The
Committee historically had not retained outside consultants, or relied in a
significant fashion upon outside market surveys commissioned by
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<PAGE> 11
the Company; however, in 1997, the Company engaged outside consultants to
assist it in evaluating compensation Company-wide (including executive
officers).
In determining the compensation of the CEO, the Committee reviews
numerous factors, although most of these factors are not subject to
quantification or specific weight. The primary factors reviewed (in no
particular order) are the importance of the individual's contribution to the
Company's strategic planning and long-term success; the importance of the
individual to key customer relationships; special projects and tasks undertaken
by the individual during the preceding year; and performance of the Company's
sales and earnings. In addition, the Committee also reviewed a sampling, which
it believed to be representative, of compensation paid by other companies in
the Company's geographic area and comparable companies in the electronics
manufacturing services industry (which group of companies did not coincide with
the more extensive list of companies in the NASDAQ electronics components
sector used in the performance graph of this proxy statement). Salaries had
generally been determined in July or August of each year, and become effective
immediately. In fiscal 1998, the Company expects to change to a March or April
review cycle.
In establishing the CEO's compensation, the Committee has taken note
of his role as the Company's chief strategic planner and of his role as the
primary customer contact for several important Company customers. As indicated
above, the Committee reviewed salaries paid to CEO's in other companies in the
geographic area and the industry. Also, in August 1996, the Committee noted
the improvement to date in the Company's results in fiscal 1996, when sales
increased substantially and income, while improving less substantially, showed
signs of further improvement. Through June 30, 1996 (the most recent
information the Committee had at its disposal), net sales increased 12% from
the previous fiscal year period. Net income increased 1.4% for that period.
The Committee also expected higher increases in net income in the fourth
quarter, which increases in fact occurred. (Net sales and net income in the
fourth quarter of fiscal 1996 increased 10% and 48%, respectively, as compared
to the fourth quarter of fiscal 1995.) Based upon these factors, and with a
desire to keep salaries within the range of salaries at comparable companies,
the Committee determined in August 1996, that the CEO's (and the other named
executive officers') compensation level should be substantially adjusted to
reflect improved sales, earnings and prospects. Based upon the above factors,
the Committee approved a 17% increase in the CEO's salary effective July 1996.
The next annual review was in August 1997. Through June 30, 1997, the
Company's net sales and net income had increased 22% and 156%, respectively
over the same fiscal 1996 period. Based on these factors, and being mindful of
the increase in value underlying stock options, the Committee approved a 5%
salary increase for the CEO effective July 1997.
The Company has historically not paid bonuses to employees. In view
of the Committee's expectation of the Company's improved financial position and
results through August 1994, the Committee determined it would be in the
Company's best interests to provide, beginning in fiscal 1995, its executive
officers with a tangible performance-based incentive beyond that contained in
the Option Plans. Such a bonus arrangement would further motivate officers to
continue the improved performance, and provide specific non-market criteria to
evaluate performance. The Committee therefore recommended, and the Board of
Directors subsequently approved, the Plexus Corp. Senior Executive Incentive
Compensation Plan (the "Bonus Plan"), which became effective in fiscal 1995.
Under the Bonus Plan, senior executive officers are eligible to receive bonuses
ranging from 2.5% up to 100% of their annual salary provided the Company
achieves certain performance goals established in advance by the Committee with
respect to return on average equity and earnings per share. For fiscal 1997,
for the minimum bonus to be earned, the Company was required to increase
pre-bonus earnings per share to $0.70 per post-split share (approximately a 37%
increase over fiscal 1996) or pre-bonus return on average equity to 25.0%
(approximately a 50% increase over fiscal 1996). The Committee believed that
both minimum targets were very aggressive. In fact, the Company achieved
pre-bonus fully-diluted earnings per share of approximately $1.09 and pre-bonus
return on average equity of approximately 29%. As a result of achievement of
these financial goals, officers were awarded a bonus equaling 75% of their
annual salary. As part of the compensation undertaken during fiscal 1997,
effective for fiscal 1998, the Committee has adopted a new bonus plan (the
"1998 Bonus Plan"). The 1998 Bonus Plan functions similarly to the prior Bonus
Plan; however, bonuses will be determined 40% by reference to earnings per
share, 40% by sales growth, and 20% by individual performance. The possible
ranges of bonus, if targets are met, are from 10% to 80% of base salary for
executive officers.
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<PAGE> 12
The Committee believes that the Company's option plan provides
participants with a long-term incentive to increase the overall value of the
Company by providing them with a stake in the increasing value of the Company's
Common Stock on a long-term basis. Consistent with this approach, the
Committee granted to the CEO options for 44,000 shares during fiscal 1997.
Previously, the Committee granted the CEO options for 34,000 shares in fiscal
1996 and fiscal 1995, and the 1997 award level reflects the Committee's
determination to grant the CEO an increased number of options as compared to the
previous year in view of the significantly improved results. The 1998 Plan,
which shareholders are being asked to approve, is intended to allow the Company
to continue to provide stock option incentives.
Historically, the Company had not made special retirement arrangements
for its executive officers. In August 1996, in view of the Company's strong
performance, the Committee determined that it would be an opportune time to
recommend such arrangements for three executive officers. The Committee
believed that establishment of those arrangements would have the effect of both
rewarding past service and maintaining an additional incentive for those
officers' continued performance for the Company. As a result, the Committee
proposed, and the Company and the CEO have entered into, a supplemental
retirement agreement designed to provide specified retirement and death
benefits additional to those provided under the Company's 401(k) Savings Plan.
While the agreement is designed to provide a 15-year annual payout on
retirement at or after age 65 of 60% of final pay, the Company's commitment
under each agreement is to annually contribute a fixed dollar amount ($193,600
for the CEO) for each year until age 65 if he remains in the Company's employ.
The contributions are invested in a life insurance policy acquired by the
Company on the CEO's life. On retirement at or after age 65, the agreement
provides for a 15-year annual installment payment stream, with each payment to
be measured by the cash values then held in the policy. The Company's
contributions would also continue to be made should the CEO's employment
terminate after a change in control, attainment of age 55 and completion of 10
years of service or disability, should the CEO terminate for "good reason" as
defined in the agreement, or should the Company terminate the executive, but
not for "cause" as defined in the agreement. Provided the CEO is able to and
does perform such duties as may be provided under a separate consulting
agreement, the 15-year installment payments would commence at 65. If the
executive voluntarily terminates other than for "good reason" and before
payments under the agreement have started, a 15-year installment payment
arrangement starts at that time, based on the then existing policy cash values.
Lump sum payments based on policy cash values become due if at any time after a
change in control the Company's consolidated tangible net worth drops below $35
million, or if the ratio of the Company's consolidated total debt to
consolidated tangible net worth becomes greater than 2.5 to 1. To the extent
that any of the payments constitute excess parachute payments subjecting the
CEO to a 20% excise tax, the agreement provides for an additional payment (the
"Gross-Up Payment") to be made by the Company to the CEO so that after the
payment of all taxes imposed on the Gross-Up Payment, the CEO retains an amount
of the Gross-Up Payment equal to the excise tax imposed. Should the CEO die
while employed or prior to receiving all of the 15-year installment payments,
certain death benefit payments become due. If the executive is terminated by
the Company for "cause" at any time before payments start and prior to a change
in control, all benefits are forfeited.
The Committee also believes that the Savings Plan provides an
additional stock-based incentive. Although employees (including the CEO) may
choose from a variety of investment funds for their contributions under the
Savings Plan, Company matching contributions on behalf of participants are made
to the Company Stock Fund of the Savings Plan, having the effect of increasing
the participants' stock ownership.
The factors used to determine other executive officers' compensation
are essentially the same as those used for the CEO. As with the CEO, Messrs.
Nussbaum, Pitner, Sabol and Kaufman, and other executive officers, received
salary increases effective in July 1996 and July 1997. Increases in executive
officers' salaries (other than the CEO) in both 1996 and 1997 varied from 0% to
20%. The increases varied depending upon the Committee's view of the adequacy
of the particular officers' compensation compared to that officer's performance
and duties (especially when those duties significantly changed since the last
salary increase). For fiscal 1997, all eligible executive officers received a
bonus under the Bonus Plan equaling 75% of their base salary. The Committee
also approved stock option awards for most of the other executive officers of
the Company, which awards varied from zero to 40,000 shares. The number of
shares subject to options granted to executive officers was the same or greater
than the number granted upon
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<PAGE> 13
ordinary grants in the preceding fiscal year, with appropriate changes to
reflect the Committee's perception of individual circumstances or, in the case
of Mr. Sabol, recognizing the special grant made upon his employment with the
Company. The Company has also entered into supplemental retirement agreements
with Mr. Nussbaum, and Mr. Pitner, which are similar to the agreement with the
CEO; however, the Company's commitment under the agreement with Mr. Nussbaum
and Mr. Pitner requires fixed annual contributions of $90,921 and $58,918,
respectively.
The Committee believes that it is highly unlikely that the
compensation of any executive officer, including the CEO, will exceed $1
million in any fiscal year. Therefore, except with respect to the Company's
option plans, it has not taken any action with respect to the provisions of
Section 162 of the Internal Revenue Code which limits the deductibility of
compensation to certain executive officers of over $1 million in any fiscal
year. Because of the shareholders' approval of the Company's option plans, the
Committee believes that any compensation income under them would not be subject
to the Internal Revenue Code's deduction limitation.
Members of the Compensation Committee:
Rudolph T. Hoppe, Chair
Harold R. Miller
Thomas J. Prosser
(John J. McDonough was also a member of the Compensation Committee
until his resignation from the Board of Directors in November 1997.)
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No Company insiders are members of the Committee. All of the
directors who are members of the Committee are non-employees of the Company and
have never been employed by the Company or any of its subsidiaries.
-10-
<PAGE> 14
PERFORMANCE GRAPH
The following graph compares the cumulative total return on Company
Common Stock with the NASDAQ Stock Market Index for U.S. Companies and the
NASDAQ Stock Market Index for Electronics Components Companies (both of which
include the Company). The values on the graph show the relative performance of
an investment of $100 made on September 30, 1992, in Company Common Stock and
in each of the indices.
COMPARISON OF CUMULATIVE TOTAL RETURN
Year-ends
--------------------------------------------
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
PLEXUS 100 73 51 79 70 334
NASDAQ 100 131 132 182 216 297
NASDAQ/ 100 193 188 374 445 783
Electronics
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
REGARDING AUTHORIZED SHARES
The Company's Board of Directors recommends the adoption of the
amendment to the Articles of Incorporation to increase the number of authorized
Shares of Common Stock of the Company. The proposed amendment was unanimously
supported by all of the directors of the Company. The Company's Articles of
Incorporation currently authorize up to 20,000,000 shares of Common Stock, $.01
par value, and 5,000,000 shares of Preferred Stock, $.01 par value. The Board
recommends that the Articles of Incorporation be amended to increase the total
number of shares authorized from 20,000,000 to 60,000,000.
The proposed amendment provides that more shares of Common Stock will
be available for issuance in the future. The Board believes it is prudent to
provide flexibility by authorizing a sufficient number of shares to avoid the
necessity, as well as the delay and expense, of an additional shareholder vote
in the foreseeable future. At December 12, 1997, of the 20,000,000 authorized
shares, 14,810,353 were issued and outstanding. An additional 2,418,898 shares
-11-
<PAGE> 15
have been allocated (but are yet unissued) for utilization in the 1988 and 1995
Stock Option Plans and an additional 2,200,000 shares would be required for the
proposed 1998 Plan, leaving only 570,749 shares available for other purposes.
The Board wishes to plan ahead in the event of future needs for shares.
The Board of Directors has chosen the particular number of shares
primarily to save possible Wisconsin Department of Financial Institutions
filing fees in the future. Under Wisconsin statutes, the filing fee for any
change in articles of incorporation increasing the number of authorized shares
by one million or more is $10,000, irrespective of the number of additional
shares authorized. Because the Board of Directors determined that at least one
million additional shares should be authorized to anticipate possible corporate
needs, it determined that it would be advisable at this time to authorize a
higher number to save future filing fees should more shares be required in
future years.
While management is actively investigating and expects to continue to
investigate business opportunities and considerations which may require the
issuance of stock for cash or other consideration or in acquisitions or stock
distributions, there are currently no definite plans, commitments or
arrangements for the issuance of additional shares of stock except as described
above. The Board believes that it is in the Company's best interest to have
the authority to issue additional shares of Common Stock for use in possible
acquisitions, as well as a means of obtaining additional capital and for other
corporate purposes. Although management could use such shares to block an
attempt to take over the Company, the increase in authorized shares is not
proposed for that purpose. Neither the Company's Articles of Incorporation nor
Bylaws contain any other provisions which are intended to inhibit a takeover of
the Company. Certain provisions of the Wisconsin Business Corporation Law may
restrict voting power of any shareholders owning more than 20% of the Company's
shares, impose super majority voting requirements in certain business
combinations involving shareholders (or affiliates) owning more than 10% of the
Company's shares, and impose certain other limitations on persons taking
control of a corporation without the approval of its board.
Depending upon the consideration for which they may be issued, the
future issuance of shares may have a dilutive effect on the Company's per share
earnings or book value per share. However, the Company does not have any
current plans for the issuance of shares which is expected to have a materially
dilutive effect.
The Board of Directors has, as to the currently authorized shares, and
will have as to the newly authorized shares, the power to issue shares for such
lawful consideration (not less than the par value) as may be fixed from time to
time by the Board. It is not anticipated that further shareholder approval for
the issuance of additional shares would be solicited or required, except as may
be required by NASDAQ listing requirements in connection with certain
compensation programs or significant acquisitions. No shareholder, as such,
has any preemptive or preferential rights to purchase shares of the Company or
any obligations of the Company which are convertible into shares.
The affirmative vote of the holders of a majority of Common Stock
outstanding on December 12, 1997 is required to adopt the proposed amendment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
PROPOSED AMENDMENT.
APPROVAL OF 1998 STOCK OPTION PLAN
Shareholders of the Company are being asked to approve the Plexus
Corp. 1998 Stock Option Plan (the "1998 Plan").
On November 13, 1997, subject to shareholder approval, the Board of
Directors adopted the 1998 Plan. The Plan is intended to provide certain key
employees of the Company an increased identification with the shareholders of
the Company by offering increased stock ownership. If the 1998 Plan is
approved, the Plexus Corp. 1995 Executive Stock Option Plan (the "1995 Plan")
and the Plexus Corp. 1988 Stock Option Plan (the "1988 Plan") will be merged
into the 1998 Plan. No options have yet been granted under the 1998 Plan, nor
is it anticipated that any such options or other rights will be granted prior
to shareholder approval. Options previously granted under the 1995 Plan and
the 1988 Plan will remain in effect, subject to the terms of the 1998 Plan,
until they have been exercised or have expired.
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<PAGE> 16
A copy of the 1998 Plan is attached hereto as Exhibit A. Descriptions
herein of certain provisions of the 1998 Plan are qualified in their entirety
by reference to the complete text of the 1998 Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
FOR APPROVAL OF THE 1998 PLAN.
The 1998 Plan provides for the granting of stock options which may be
designated as either "incentive stock options" ("ISOs") within the meaning of
Section 422 of the Internal Revenue Code (the "Code") or as "non-qualified
stock options" ("NSOs") under the Code. (ISOs and NSOs shall together be
referred to as "Options"). The 1998 Plan also provides for the grant of stock
appreciation rights ("SARs"), either together with, or separate from an Option.
The purposes of the 1998 Plan are to provide to participating officers and
other key employees long-term incentive for high levels of performance and for
unusual efforts to improve the financial performance of the Company. In
addition, the 1998 Plan will provide a form of compensation specifically linked
to the performance of the Common Stock, helping officers become further
identified with shareholders of the Company.
The 1998 Plan is intended to continue the incentives which had been
provided under the 1995 Plan and the 1988 Plan. At December 1, 1997, of the
2,000,000 shares which were available for option under the 1995 Plan, options
for a total of 158,860 have been exercised and 1,427,730 shares are subject to
currently outstanding options, leaving only 413,410 shares available for future
Options. Of the 1,800,000 shares which were available for option under the
1988 Plan, options for a total of 1,222,242 shares have been exercised and
575,740 shares are subject to currently outstanding options, leaving only 2,018
shares available for future options. Although the 1995 Plan and the 1988 Plan
permitted the grant of SARs for up to 600,000 and 900,000 shares, respectively,
no SARs were granted. Therefore, either the 1995 Plan and the 1988 Plan needed
to be amended, or a new plan created, to continue to provide officers and other
key employees this type of stock-based incentive. The Board of Directors
determined to create a new plan, to increase the number of shares available for
future Options and SARs, reduce the number of operating plans and recognize
changes in the rules promulgated under certain Securities and Exchange
Commission rules, and to simplify the administration of the existing 1988 Plan
and 1995 Plan by merging them into the 1998 Plan.
Officers and other key employees of the Company and its subsidiaries
are eligible to receive Options or SARs under the 1998 Plan. The Company
currently estimates that the number of key employees eligible to participate in
the 1998 Plan is approximately 300 persons; the total number of persons who
received options under the 1995 Plan and the 1988 Plan since their inception
was 314. The Company cannot determine at this time the number of Options or
SARs to be granted in the future to the persons named in the Summary
Compensation Table, to all current executive officers as a group, or to all
other employees as a group. Non-employee directors are not eligible to receive
awards under the 1998 Plan.
The following table indicates the benefits received by the named
persons in fiscal 1997 under the 1995 Plan. No options were issued under the
1988 Plan.
<TABLE>
<CAPTION>
1995 Executive Stock Option Plan
-------------------------------------------
Name and Position Dollar Value(1) Number of Shares
- --------------------------------------------------------- ----------------- --------------------
<S> <C> <C>
Peter Strandwitz, Chairman and CEO $649,000 44,000
John Nussbaum, President and COO $590,000 40,000
Gerald Pitner, Executive Vice President $177,000 12,000
Thomas Sabol, Vice President-Finance and CFO $295,000 20,000
Joseph Kaufman, Vice President, Secretary and General $221,250 15,000
Counsel
All executive officers as a group $2,050,250 139,000
All employees, excluding executive officers, as a group $7,392,700 501,200
- -----------------
</TABLE>
(1) At December 1, 1997, based upon the $27.0625 closing price of Company
Common Stock on that date.
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<PAGE> 17
The 1998 Plan will be administered by the Compensation Committee (the
"Committee"), composed of not less than three members of the Board of
Directors. It is intended that members of the Committee will meet the
requirements for "disinterested persons" as defined by Rule 16b-3 under the
Securities Exchange Act of 1934. The Committee will designate the persons to
whom Options or SARs are to be granted, the number of shares subject to each
Option or SAR, the date when Options or SARs may first be exercised and any
other conditions on the Options or SARs as the Committee shall deem desirable.
The aggregate number of shares of Common Stock which may be issued
pursuant to Options under the 1998 Plan is 6,000,000 (which includes the
3,800,000 shares authorized under other 1988 and 1995 Plans; as indicated
above, options for an aggregate of 3,384,572 shares under these plans have
already been either granted or exercised), and the maximum number of shares
which may be subject to SARs is 600,000. (Thus, the 1988 Plan would result in
a net increase of 2,200,000 additional shares which may be subject to option
grants.) No individual may be granted Options or SARs covering more than
100,000 shares in any calendar year. In the event that any Option or SAR
granted under the 1998 Plan expires or for any reason terminates without having
been exercised in full, the remaining shares under such Option or SAR shall
again become available for the granting of additional Options or SARs. The
Board proposed this number of shares to allow for option grants during the term
of the 1998 Plan, and to avoid the cost and expense of obtaining additional
shareholder votes in the near future. (Based upon the recent level of grant
awards, the 1998 Plan would provide capacity for options for approximately four
more years.)
The exercise price at which shares may be purchased under each Option
or SAR must be at least 100% of the Fair Market Value (as defined in the 1998
Plan) of the Company's Common Stock on the date that the Option or SAR is
granted. If a person owns, directly or indirectly, stock possessing more than
10% of the total combined voting power of all classes of stock of the Company
or any of its subsidiaries at the time an ISO is granted ("10% Owner"), the
price at which shares of stock may be purchased by such 10% Owner under the ISO
shall not be less than 110% of the Fair Market Value of such shares on the date
of grant. The aggregate Fair Market Value (determined as of the date the ISO
is granted) of shares with respect to which ISOs are first exercisable by a
grantee during any calendar year shall not exceed $100,000.
Unless the Committee determines otherwise, Options and SARs vest from
one to three years after grant, with one-third of an award vesting on each of
the first three anniversaries of the grant. No Option or SAR may be exercised
more than ten years from the date of grant or, in the case of an ISO, five
years for a 10% Owner. Unless the Committee determines otherwise, the grantee
must generally exercise an Option or SAR while employed by the Company or a
subsidiary, on the date the grantee causes to perform services if such
cessation is for cause, within 90 days after termination of employment (for
reason other than death, disability or cause), or if termination is caused by a
disability or death, within one year after such termination.
Under the 1998 Plan, the Committee may cancel any Option or SAR and
substitute a new Option or SAR, including one at a lower exercise price in the
event of a decline in market value of the Common Stock. In that case, the date
of granting of the canceled Option or SAR generally will be the date used as
the grant date to determine the earliest date for exercising the new
substituted Option or SAR. The Company shall receive no consideration for the
extension of the Options or SARs.
Option holders must comply with all income tax withholding obligations
under the exercise of any Option. The 1998 Plan provides that such withholding
obligations may be satisfied by the corporation holding back from the shares to
be issued that number of shares of Common Stock calculated to have a Fair
Market Value equal to the withholding obligation.
In the event of a stock dividend, stock split, merger, reorganization,
or other similar change affecting the Common Stock, the Committee shall adjust
the number of shares which may thereafter be granted under the 1998 Plan and
the number and exercise price of shares subject to outstanding Options and
SARs.
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<PAGE> 18
Outstanding Options and SARs will become immediately exercisable in
full for the remainder of their term in the event of certain changes in control
of the Company ("Change in Control"), provided a period of at least six months
has transpired from the grant of such Option or SARs. The 1998 Plan provides
that such Options or SARs shall become fully exercisable immediately prior to a
merger or consolidation in which the Company is not the surviving corporation
and the option holders shall be paid an amount, in cash or stock, equal to the
value of such Options or SARs above their exercise price.
The Option exercise price for shares purchased under the 1998 Plan
must be paid in full at the time of exercise. Such payment may be made either
in cash, by delivering shares of Company Common Stock which the optionee, the
optionee's spouse or both have beneficially owned for at least six months prior
to the time of exercise ("Delivered Stock"), or a combination of cash and
Delivered Stock. Options granted under the 1998 Plan may not be transferred or
assigned except by will or the laws of descent and distribution and, during the
grantee's lifetime, may be exercised only by the grantee; however, the 1998
Plan provides that, with the express authorization of the Committee, an option
holder may transfer NSOs or SARs to family members.
Each Option or SAR granted under the 1998 Plan will be evidenced by an
agreement between the Company and the grantee containing certain terms required
by the Plan and such other conditions or restrictions as the Committee may deem
appropriate.
The 1998 Plan is effective January 1, 1998 (subject to shareholder
approval) and provides that options may be granted thereunder at any time prior
to December 31, 2007. On that date, the 1998 Plan will expire, except as to
Options or SARs then outstanding, which will remain in effect until they have
been exercised or expired or otherwise terminated. The 1998 Plan may be
terminated at any time by the Board of Directors. The Board of Directors may
amend the 1998 Plan from time to time, but shareholder approval is required in
certain circumstances.
The closing sale price of Company Common Stock on December 1, 1997, as
reported on the NASDAQ Stock Market, was $27.0625.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of the Company's understanding of the
principal federal income tax consequences of NSOs, ISOs or SARs granted under
the 1998 Plan, in each case based on applicable provisions of the Code in
effect on the date hereof.
Incentive Stock Options. An optionee will not recognize taxable
income at the time an ISO is granted. Further, an optionee will not recognize
taxable income upon exercise of an ISO if the optionee complies with two
separate holding periods; shares acquired upon exercise of an ISO must be held
for at least two years after the date of grant and for at least one year after
the date of exercise. The difference between the exercise price and the fair
market value of the Common Stock at the date of exercise is, however, a tax
preference item. When the shares of Common Stock received pursuant to the
exercise of an ISO are sold or otherwise disposed of in a taxable transaction,
the optionee will recognize a capital gain or loss, measured by the difference
between the exercise price and the amount realized.
Ordinarily, an employer granting ISOs will not be allowed any business
expense deduction with respect to stock issued upon exercise of an ISO.
However, if all of the requirements for an ISO are met except for the holding
period rules set forth above, the optionee will be required, at the time of the
disposition of the stock, to treat the lesser of the gain realized or the
difference between the exercise price and the fair market value of the stock at
the date of exercise as ordinary income and the excess, if any, as capital
gain. The Company will be allowed a corresponding business expense deduction
to the extent of the amount of the optionee's ordinary income.
Non-qualified Stock Options. An optionee will not recognize taxable
income at the time an NSO is granted. Upon exercise of an NSO, an optionee
will recognize compensation income in an amount equal to the difference
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<PAGE> 19
between the exercise price and the fair market value of the shares of Common
Stock at the date of exercise. The amount of such difference will be a
deductible expense to the Company for tax purposes. On a subsequent sale or
exchange of shares acquired pursuant to the exercise of an NSO, the optionee
will recognize a capital gain or loss, measured by the difference between the
amount realized on the disposition and the tax basis of such shares. The tax
basis will, in general, be the amount paid for the shares plus the amount
treated as compensation income at the time the shares were acquired pursuant to
the exercise of the option.
When the NSO exercise price is paid in Delivered Stock, the exercise
is treated as: (a) a tax-free exchange of the shares of Delivered Stock
(without recognizing any taxable gain with respect thereto) for a like number
of new shares (with such new shares having the same basis and holding period as
the old); and (b) an issuance of a number of additional shares having a fair
market value equal to the "spread" between the exercise price and the fair
market value of the shares for which the NSO is exercised. The optionee's
basis in the additional shares will equal the amount of compensation income
recognized upon exercise of the NSO and the holding period for such shares will
begin on the date the optionee acquires them. This mode of payment does not
affect the ordinary income tax liability incurred upon exercise of the NSO
described above.
Stock Appreciation Rights. An optionee will not recognize taxable
income at the time an SAR is granted. Upon exercise of an SAR, an optionee
will recognize compensation income, subject to withholding, in an amount equal
to the amount of cash received. The Company will be entitled to a tax
deduction in the same amount.
AUDITORS
The Board of Directors intends to reappoint the firm of Coopers &
Lybrand L.L.P. as independent auditors to audit the financial statements of
Plexus for fiscal 1998. Representatives of Coopers & Lybrand L.L.P. are
expected to be present at the annual meeting of shareholders to respond to
appropriate questions and make a statement if they desire to do so.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company no later than
September 8, 1998 in order to be considered for inclusion in next year's annual
meeting proxy statement. In addition, the Company's bylaws provide that any
proposal for action, or nomination to the Board of Directors, proposed other
than by the Board of Directors must be received by the Company in writing,
together with specified accompanying information, at least 70 days prior to an
annual meeting in order for such action to be considered at the meeting. The
purpose of the bylaw is to assure adequate notice of, and information
regarding, any such matter as to which shareholder action may be sought.
By Order of the Board of Directors
Joseph D. Kaufman
Secretary
Neenah, Wisconsin
January 5, 1998
A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL REPORT TO THE
SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1997, WILL BE PROVIDED WITHOUT CHARGE TO EACH RECORD OR
BENEFICIAL OWNER OF SHARES OF THE COMPANY'S COMMON STOCK AS OF DECEMBER 12,
1997, ON THE WRITTEN REQUEST OF SUCH PERSON DIRECTED TO: THOMAS B. SABOL, VICE
PRESIDENT-FINANCE AND CFO, PLEXUS CORP., 55 JEWELERS PARK DRIVE, P.O. BOX 156,
NEENAH, WISCONSIN 54957-0156.
-16-
<PAGE> 20
EXHIBIT A
PLEXUS CORP.
1998 STOCK OPTION PLAN
1. Introduction.
(a) Purposes. The purposes of the 1998 Stock Option Plan are to
provide a means to attract and retain competent personnel and
to provide to participating officers and other key employees
long-term incentive for high levels of performance and for
unusual efforts to improve the financial performance of the
corporation. These purposes may be achieved through the grant
of options to purchase Common Stock of Plexus Corp. and the
grant of Stock Appreciation Rights, as described below.
(b) Effect on Prior Plans. If the 1998 Plan is approved, the
Plexus Corp. 1995 Executive Stock Option Plan (the "1995
Plan") and the Plexus Corp. 1988 Stock Option Plan (the "1988
Plan") will be merged into this Plan. Options granted
previously under the 1995 Plan and the 1988 Plan will remain
in effect until they have been exercised or have expired. The
options shall be administered in accordance with their terms
and in accordance with the merged Plan.
2. Definitions.
(a) "1934 Act" means the Securities Exchange Act of 1934, as it
may be amended from time to time.
(b) "Board" means the Board of Directors of Plexus Corp.
(c) "Change in Control" means an event which shall be deemed to
have occurred in the event that any person, entity or group
shall become the beneficial owner of such number of shares of
Common Stock, and/or any other class of stock of the
Corporation then outstanding that is entitled to vote in the
election of directors (or is convertible into shares so
entitled to vote) as together possess more than 50% of the
voting power of all of the then outstanding shares of all such
classes of stock of the Corporation so entitled to vote. For
purposes of the preceding sentence, "person, entity or group"
shall not include (i) any employee benefit plan of the
Corporation, or (ii) any person, entity or group which, as of
the Effective Date of this Plan, is the beneficial owner of
such number of shares of Common Stock and/or such other
class of stock of the Corporation as together possess 5% of
such voting power; and for these purposes "group" shall mean
persons who act in concert as described in Section 14(d)(2)
of the 1934 Act.
<PAGE> 21
(d) "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time.
(e) "Committee" means the Compensation Committee of the Board, or
any other committee the Board may subsequently appoint to
administer the Plan, as herein described.
(f) "Common Stock" or "Stock" means the common stock of the
Corporation having a par value of $.01 per share.
(g) "Corporation" means Plexus Corp., a Wisconsin corporation.
(h) "Fair Market Value" means for purposes of the Plan an amount
deemed to be equal to the mean between the highest and lowest
sale prices on such date for sales made and reported through
the National Market System of the National Association of
Securities Dealers or such national stock exchange on which
such Stock may then be listed and which constitutes the
principal market for such Stock, or, if no sales of Stock
shall have been reported with respect to that date, on the
next preceding date with respect to which sales were reported.
(i) "Grant Date" means the date on which any Option or SAR, as
appropriate, shall be duly granted by the Committee.
(j) "Grantee" means an individual who has been granted an option
or an SAR.
(k) "Incentive Stock Option" means an option that is intended to
meet the requirements of Section 422 of the Code and
regulations thereunder.
(l) "Non-Qualified Stock Option" means an option other than an
Incentive Stock Option.
(m) "Option" means an Incentive Stock Option or Non-Qualified
Stock Option, as appropriate.
(n) "Option Agreement" means the agreement between the Corporation
and the Grantee specifying the terms and conditions as
described thereunder.
(o) "Plan" means the Plexus Corp. 1998 Stock Option Plan as set
forth herein, as it may be amended from time to time.
(p) "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act,
and any future regulation amending or superseding such
regulation.
-2 -
<PAGE> 22
(q) "Stock Appreciation Right" or "SAR" means the right to receive
cash in the amount equal to the excess of the Fair Market
Value of one share of Common Stock on the date the SAR is
exercised over (1) the Fair Market Value of one share of
Common Stock on the Grant Date or (2) if the SAR is related to
an Option, the purchase price of a share of Common Stock
specified in the related Option.
3. Shares Subject to Option.
The number of shares of Common Stock of the Corporation which may be
sold upon the exercise of Options granted under the Plan, and accordingly the
number of shares for which Options may be granted, shall not exceed 6,000,000
shares, which shall consist of an increase of 2,200,000 shares over the
2,000,000 shares previously authorized under the 1995 Plan and the 1,800,000
shares previously authorized under the 1988 Plan. Such number of authorized but
unissued shares shall be reserved for this purpose. The aggregate number of
shares of Common Stock available under the Plan shall be subject to adjustment
as set forth in Article 16 hereunder. Shares sold upon the exercise of Options
granted under the Plan may come from authorized but unissued shares, from
treasury shares held by the Corporation, from shares purchased by the
Corporation on an open market for such purpose, or from any combination of the
foregoing. If treasury shares or shares purchased on the open market are sold
upon the exercise of any Option, the number of authorized but unissued shares
reserved for the Plan shall be reduced correspondingly. If any unexercised
Option for any reason terminates or expires in whole or in part prior to the
termination of the Plan, the unpurchased shares subject thereto shall become
available for the granting of other Options under the Plan.
-3-
<PAGE> 23
4. Administration of the Plan.
The Plan shall be administered by the Committee which will include not
less than three directors of the Corporation, who shall be appointed from time
to time by the Board. The Committee at all times shall be constituted to
permit the Plan to comply with the provisions of Rule 16b-3 and Section 162(m)
of the Code. The Committee shall have full and final authority, in its
discretion, but subject to the express provisions of the Plan to:
(a) grant Options and SARs, to determine the purchase price of the
stock covered by each Option and the Fair Market Value of the
shares covered by each SAR, the individuals to whom, the
number of shares subject to, and the time or times at which,
Options and SARs shall be granted, and the time or times at
and the manner in which Options and SARs can be exercised;
(b) interpret the Plan;
(c) prescribe, amend and rescind rules and regulations relating to
the Plan;
(d) determine the terms and provisions of the respective
agreements (which need not be identical) by which Options and
SARs shall be evidenced;
(e) cancel with the consent of the holder outstanding Options and
to grant new Options and SARs, as appropriate, in substitution
therefore;
(f) make all other determinations deemed necessary or advisable
for the administration of the Plan;
(g) require withholding from or payment by a Grantee of any
federal, state or local taxes;
(h) impose, of any Grantee, such additional conditions,
restrictions and limitations upon exercise and retention of
Options and SARs as the Committee shall deem appropriate;
(i) treat any Grantee who retires as a continuing employee for
purposes of continued vesting under Section 12 and continued
exercisability of the grant under Section 15; and
(j) modify, extend or renew any Option or SAR previously granted.
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<PAGE> 24
Any action of the Committee with respect to the administration of the
Plan shall be taken pursuant to a majority vote or by the unanimous written
consent of its members.
5. Participation.
Options may be granted to officers and key employees of the
Corporation and any of its subsidiaries; provided, however that no officer or
key employee can be granted an Option or Options covering, in the aggregate,
more than 100,000 shares of Stock in any calendar year. In selecting the
individuals to whom Options shall be granted, as well as in determining the
number of Options granted, the Committee shall take into consideration such
factors as it deems relevant pursuant to accomplishing the purposes of the
Plan. A Grantee may, if he is otherwise eligible, be granted an additional
Option or Options if the Committee shall so determine.
6. Granting of Options.
The officers of the Corporation are authorized and directed, upon
receipt of notice from the Committee of the granting of an Option, to sign and
deliver on behalf of the Corporation, by mail or otherwise, to the Grantee an
Option upon the terms and conditions specified under the Plan and in the form
of the Option Agreement. The Option Agreement shall be dated and signed by an
officer of the Corporation as of the date of approval of the granting of an
Option by the Committee. If the Grantee fails to sign and return the Option
Agreement, by delivery or by mailing, within 30 days after the date of its
delivery or mailing to him, the Option grant may be deemed withdrawn.
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7. Option Price.
The purchase price of the Common Stock covered by each Option shall be
not less than the Fair Market Value of such Stock on the Grant Date. Such
price shall be subject to adjustment as provided in Article 16 hereof.
8. Option Designation.
At the time of the grant of each Option, the Committee shall designate
the Option as (a) an Incentive Stock Option or (b) a Non-Qualified Stock
Option, as described in Sections (a) and (b) below, respectively.
(a) Incentive Stock Options: Any Option designated as an
Incentive Stock Option shall comply with the requirements of
Section 422 of the Code. If an Option is so designated, the
Fair Market Value (determined as of the Grant Date) of the
shares of Stock with respect to which that and any other
Incentive Stock Option first becomes exercisable during any
calendar year under this Plan or any other stock option plan
of the Corporation or its affiliates shall not exceed
$100,000; provided, however, that the time or times of
exercise of an Incentive Stock Option may be accelerated
pursuant to Article 12, 15 or 16 hereof, terms of the Plan
and, in the event of such acceleration, such Incentive Stock
Option shall be treated as a Non-Qualified Option to the
extent that the aggregate Fair Market Value (determined as of
the Grant Date) of the shares of stock with respect to which
such Option first becomes exercisable in the calendar year
(including Options under this Plan and any other Plan of the
corporation or its affiliates) exceeds $100,000, the extent of
such excess to be determined by the Committee taking into
account the order in which the Options were granted, or such
other factors as may be consistent with the requirements of
Section 422 of the Code and rules promulgated thereunder.
Furthermore, no Incentive Stock Option shall be granted to any
individual who, immediately before the Option is granted,
directly or indirectly owns (within the meaning of Section
425(d) of the Code, as amended) shares representing more than
10% of the total combined voting power of all classes of
stock of the Corporation or its subsidiaries, unless, at the
time the option is granted, and in accordance with the
provisions of Section 422, the option price is 110% of the
Fair Market Value of shares of Stock subject to the Option
and the Option must be exercised within 5 years of the Grant
Date.
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(b) Non-Qualified Stock Options: All Options not subject to or in
conformance with the additional restrictions required to
satisfy Section 422 shall be designated Non-Qualified Stock
Options.
9. Stock Appreciation Rights.
The Committee may, in its discretion, grant SARs hereunder to any
Grantee. The maximum number of SARs which may be granted under the Plan shall
be 600,000 and the maximum number of SARs that can be granted to any Grantee in
any calendar year shall be 100,000. If any unexercised SAR for any reason
terminates or expires in whole or in part prior to termination of the Plan,
such unexercised SARs shall become available for granting under the Plan. The
Committee may grant SARs at any time and from time to time to any Grantee,
designate such SARs as related to Options then being granted or granted within
six months prior to the Grant Date of the SAR, and set such terms and
conditions upon the exercise of the SARs as it may determine in its discretion,
provided that the written agreement evidencing such SARs shall comply with and
be subject to the following terms and conditions:
(a) No SAR granted hereunder shall be exercisable until the
expiration of six months from the Grant Date of the SAR unless
the grantee terminates employment by reason of death or
disability prior to the expiration of such six-month period.
(b) A Grantee's right to exercise an SAR shall terminate when the
Grantee is no longer an employee of the Corporation or any of
its subsidiaries unless such right is extended as provided
under Article 15 hereunder.
(c) In the event adjustments are made to the number of shares,
exercise price, or time or times of exercise of outstanding
Options upon the occurrence of an event described in Article
16 hereunder, appropriate adjustments shall be made in the
number of SARs available for future grant, the number of SARs
under existing grants, the exercise price of the existing
SARs, and the time or times of exercise of such SARs.
(d) Unless the written agreement expressly provides otherwise, if
and to the extent an SAR is granted in relation to an Option,
exercise of the SAR or Option shall result
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<PAGE> 27
in the extinguishment of the related right to the
extent such SAR or Option for shares is exercised.
(e) Unless the written agreement expressly provides otherwise, any
SARs granted shall be exercisable in accordance with Article
12.
(f) Upon the exercise of SARs, the Grantee shall be entitled to
receive a cash payment of an amount determined by multiplying
(1) the difference obtained by subtracting the Fair Market
Value of the share of Common Stock as of the Grant Date of the
SAR or, in the case of a SAR which is related to an Option,
the purchase price per share of Common Stock under such
Option, from the Fair Market Value of a share of Common Stock
on the date of exercise, by (2) the number of SARs exercised.
10. Non-transferability of Options and SARs.
Any Option or SAR granted hereunder shall, by its terms, be
non-transferable by a Grantee other than by will or the laws of descent and
shall be exercisable during the Grantee's lifetime solely by the Grantee or the
Grantee's duly appointed guardian or personal representative. Notwithstanding
the foregoing, the Committee may permit a Grantee to transfer a Non-Qualified
Stock Option or SAR to a family member or a trust or partnership for the
benefit of a family member, in accordance with rules established by the
Committee.
11. Substituted Options or SARs.
In the event the Committee cancels any Option or SAR granted under
this Plan, and a new Option or SAR is substituted therefor, the Grant Date of
the canceled Option or SAR (except to the extent inconsistent with the
restrictions described in Article 8 and 20, if applicable) shall be the date
used to determine the earliest date for exercising the new substituted Option
under Article 12 hereunder so that the Grantee may exercise the substituted
Option or SAR at the same time as if the Grantee had held the substituted
Option or SAR since the Grant Date of the canceled Option.
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<PAGE> 28
12. Exercise and Term of Option and SAR.
The Committee shall have the power to set the time or times within
which each Option and SAR shall be exercisable, and to accelerate the time or
times of exercise. Unless the Option Agreement executed by the Grantee
expressly provides otherwise, the Option or SAR shall be exercisable in
accordance with the following schedule:
Years After Percentage of Shares
Grant Date or SARs
---------- -------
Less than 1 0%
1 but less than 2 33-1/3%
2 but less than 3 66-2/3%
3 but less than 10 100%
If an SAR is related to an Option, the Grant Date of such SAR for
purposes of this Article 12 shall be the Grant Date of the related Option. No
Option or SAR may be exercised if in the opinion of counsel for the Corporation
the issuance or sale of Stock or payment of case by the Corporation, as
appropriate, pursuant to such exercise shall be unlawful for any reason, nor
after the expiration of 10 years from the Grant Date. In no event shall the
Corporation be required to issue fractional shares upon the exercise of an
Option.
13. Withholding.
Shares shall not be issued upon the exercise of any Option or cash
paid upon the exercise of any SAR under the Plan unless and until withholding
tax, if any, or other withholding obligation, if any, imposed by any
governmental entity has, in the opinion of the Committee, been satisfied or
provision for their satisfaction has been made. A Grantee shall satisfy such
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<PAGE> 29
withholding obligation by depositing with the Corporation cash in the amount
thereof at the time of any exercise of the Option. The Committee may provide
that, if and to the extent withholding of any federal, state or local tax is
required in connection with the exercise of an Option, the Grantee may elect,
at such time and in such manner as the Committee may prescribe, to have the
Corporation hold back from the shares to be issued, the number of shares of
Common Stock calculated to have a Fair Market Value equal to such
withholding obligation. Notwithstanding the foregoing, in the case of a
Grantee subject to the reporting requirements of Section 16(a) of the 1934 Act,
no such election shall be effective unless made in compliance with any
applicable requirements of Rule 16b-3.
14. Method of Exercise.
To the extent that the right to purchase shares pursuant to an Option
or to exercise an SAR has accrued hereunder, such Option or SAR may be
exercised as follows:
(a) Options: Options may be exercised from time to time by
written notice to the Corporation stating the number of shares
being purchased and accompanied by the payment in full of the
Option price for such shares. Such payment shall be made in
cash, outstanding shares of the Common Stock which the
Grantee, the Grantee's spouse or both have beneficially owned
for at least six months prior to the time of exercise or in
combinations thereof. If shares of Common Stock are used in
part or full payment for the shares to be acquired upon
exercise of the Option, such shares shall be valued for the
purpose of such exchange as of the date of exercise of the
Option at the Fair Market Value of the shares.
(b) SARs: SARs may be exercised from time to time only upon
receipt by the Corporation of a written notice of election
which shall be dated the date of such election which shall be
deemed to be the date when such notice is sent by registered
or certified mail or the date upon which receipt is
acknowledged by the Corporation if hand delivered or sent
other than by such mail.
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<PAGE> 30
15. Effect of Termination of Employment, Disability or Death.
Unless otherwise provided herein or in a specific Option or SAR
Agreement which may provide longer or shorter periods of exercisability, no
Option or SAR shall be exercisable after the expiration of the earliest of
(i) in the case of an Incentive Stock Option:
(1) 10 years from the date the option is granted,
or five years from the date the option is granted to an
individual owning (after the application of the family and
other attribution rules of Section 424(d) of the Code) at the
time such option was granted, more than 10% of the total
combined voting power of all classes of stock of the Company,
(2) three months after the date the Grantee
ceases to perform services for the Corporation or its
subsidiaries, if such cessation is for any reason other than
death, disability (within the meaning of Code Section
22(e)(3)), or cause,
(3) one year after the date the Grantee ceases to
perform services for the Corporation or its subsidiaries, if
such cessation is by reason of death or disability (within the
meaning of Code Section 22(e)(3)), or
(4) the date the Grantee ceases to perform
services for the Corporation or its subsidiaries, if such
cessation is for cause, as determined by the Board or the
Committee in its sole discretion;
(ii) in the case of a Nonqualified Stock Option or SAR:
(1) 10 years from the date of grant,
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<PAGE> 31
(2) ninety days after the date the Grantee ceases
to perform services for the Corporation or its subsidiaries,
if such cessation is for any reason other than death,
permanent disability or cause,
(3) one year after the date the Grantee ceases to
perform services for the Corporation or its subsidiaries, if
such cessation is by reason of death, permanent disability or
retirement, or
(4) the date the Grantee ceases to perform
services for the Corporation or its subsidiaries, if such
cessation is for cause, as determined by the Board or the
Committee in its sole discretion;
provided, that, unless otherwise provided in a specific grant agreement or
determined by the Committee, an Option or SAR shall only be exercisable for the
periods above following the date an optionee ceases to perform services to the
extent the option was exercisable on the date of such cessation. For purposes
of this Section, termination shall be deemed to have been for cause if such
termination shall have been for misconduct or negligence by Grantee in the
performance of his duties. Notwithstanding the foregoing, no Option or SAR
shall be exercisable after the date of expiration of its term.
16. Effect of Change in Stock Subject to Plan.
In the event of a reorganization, recapitalization, stock split, stock
dividend, merger, consolidation, rights offering or like transaction, the
Committee shall make or provide for such adjustment in the exercise price of
any Option or any SAR or in the number or kinds of stock covered by Options or
reserved for issuance under the Plan as it may, in its discretion, deem to be
equitable; provided, however, in the event of the merger or consolidation of
the Corporation
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<PAGE> 32
with or into another corporation or corporations in which the Corporation is
not the surviving corporation, the adoption of any plan for the dissolution of
the Corporation, or the sale or exchange of all or substantially all the assets
of the Corporation for cash or for shares of stock or other securities of
another corporation, the Committee may, subject to the approval of the Board
of Directors of the Corporation, or the board of directors of any corporation
assuming the obligations of the Corporation hereunder, take action regarding
each outstanding and unexercised option pursuant to either clause (a) or (b)
below:
(a) Appropriate provision may be made for the protection of such
option by the substitution on an equitable basis of
appropriate shares of the surviving corporation, provided that
the excess of the aggregate Fair Market Value of the shares
subject to such option immediately before such substitution
over the exercise price thereof is not more than the excess
of the aggregate fair market value of the substituted
shares made subject to option immediately after such
substitution over the exercise price thereof; or
(b) The Committee may cancel such option. In the event any Option
is canceled, the Corporation, or the corporation assuming the
obligations of the Corporation hereunder, shall pay the
employee an amount of cash (less normal withholding taxes)
equal to the excess of the highest Fair Market Value per share
of the Stock during the 60-day period immediately preceding
the merger, consolidation or reorganization over the option
exercise price, multiplied by the number of shares subject to
such option. In the event any Option is canceled, the
Corporation, or the corporation assuming the obligations of
the Corporation hereunder, shall pay
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<PAGE> 33
the Grantee an amount of cash or stock, as determined
by the Committee, equal to the Fair Market Value per share of
the Stock immediately preceding such cancellation over the
Option exercise price, multiplied by the number of shares
subject to such Option. In the event any SAR is canceled, the
Corporation, or the corporation assuming the obligations of
the Corporation hereunder, shall pay the Grantee an amount of
cash or stock, as determined by the Committee, based upon the
highest Fair Market Value per share of the Stock during the
60-day period immediately preceding the cancellation.
Notwithstanding anything to the contrary, in the event a Change in
Control should occur, all Options or SARs granted hereunder to a Grantee shall
become immediately exercisable upon the later of the date of the Change in
Control or six months after the date the respective Option or SAR was granted.
17. Liquidation.
Upon the complete liquidation of the Corporation, any unexercised
Options and SARs theretofore granted under this Plan shall be deemed canceled,
except as otherwise provided in Article 10.
18. Employment Rights.
Neither the establishment of, nor the awarding of Options or SARs
under this Plan shall be construed to create a contract of employment between
any Grantee and the Corporation or its subsidiaries; nor does it give any
Grantee the right to continue in the employment of the Corporation or its
subsidiaries or limit in any way the right of the Corporation or its
subsidiaries to discharge any Grantee at any time and without notice, with or
without cause, or to any benefits
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<PAGE> 34
not specifically provided by this Plan, or in any manner modify the
Corporation's right to establish, modify, amend or terminate any profit sharing
or retirement plans.
19. Shareholder Rights.
Grantee shall not, by reason of any Options granted hereunder, have
any right of a shareholder of the Corporation with respect to the shares
covered by his Options until shares of Stock have been issued to him.
20. Controlling Law.
The law of the State of Wisconsin, except its law with respect to
choice of law, shall be controlling in all matters relating to the Plan.
21. Indemnification.
In addition to such other rights of indemnification as they may have,
the members of the Committee and other Corporation employees administering the
Plan and the Board members shall be indemnified by the Corporation against the
reasonable expenses, including attorneys' fees actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or
in connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any Option granted thereunder, and against all amounts paid by
them in settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Corporation) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
member acted in bad faith in the performance of his duties; provided that
within 20 days after institution of any
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<PAGE> 35
such action, suit or proceeding, the member shall in writing offer the
Corporation the opportunity, at its own expense, to handle and defend the same.
22. Use of Proceeds.
The proceeds from the sale of shares of Common Stock pursuant to
Options granted under the Plan shall constitute general funds of the
Corporation.
23. Amendment of the Plan.
The Board may from time to time amend, modify, suspend or terminate
the Plan; provided, however, that no such action shall be made without
shareholder approval where such change would be required in order to comply
with Rule 16b-3 or the Code.
24 Effective Date of Plan.
The Plan shall become effective on January 1, 1998, subject to
approval by the shareholders of the Corporation within 12 months thereof.
Options and SARs may be granted under the Plan on or after the effective date
but shall in no circumstances be exercisable prior to such shareholder
approval; and, if such approval is not obtained within the 12 months thereof,
the grant of such Options and SARs shall be of no force and effect.
25. Termination of the Plan.
The Plan shall terminate on December 31, 2007, and no grants shall be
made after such date under the Plan; provided, however, that the Plan shall
terminate at such earlier time as the Board may determine. Any such
termination, either partially or wholly, shall not affect any Options or SARs
then outstanding under the Plan.
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<PAGE> 36
PLEXUS CORP.
PROXY FOR 1998 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Peter Strandwitz, John L. Nussbaum, and Joseph
D. Kaufman, and any of them, proxies, with full power of substitution, to vote
all shares of stock which the undersigned is entitled to vote at the annual
meeting of shareholders of Plexus Corp. to be held at the Valley Inn, located
at 123 East Wisconsin Avenue, Neenah, Wisconsin, on Wednesday, February 11,
1998 at 10:00 a.m. Central Time, or at any adjournment thereof, as follows,
hereby revoking any proxy previously given:
(1)ELECTION OF DIRECTORS:
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as specified to the contrary below) to vote for all nominees
listed below
Rudolph T. Hoppe, Harold R. Miller, John L. Nussbaum,
Gerald A. Pitner, Thomas J. Prosser, Peter Strandwitz
(INSTRUCTION: To withhold authority to vote for any individual nominee, please
print that nominee's name on the following line.)
-----------------------------------
(2) Approval of the Amendment to the Articles of Incorporation to
increase the number of authorized shares to 60,000,000;
[ ]For the Proposal [ ]Against the Proposal [ ]Abstain from Voting
for the Proposal
(3) Approval of the 1998 Stock Option Plan;
[ ]For the Proposal [ ]Against the Proposal [ ]Abstain from Voting
for the Proposal
(4) In their discretion on such other matters as may properly come before
the meeting or any adjournment thereof;
all as set out in the Notice and Proxy Statement relating to the annual meeting
receipt of which is hereby acknowledged.
(Continued and to be signed on reverse side)
--------------
This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" EACH OF THE DIRECTORS LISTED IN PROPOSAL (1) AND "FOR" PROPOSALS
(2) AND (3).
Dated , 1998
--------------------------
--------------------------------
(Please sign exactly as name appears at left.)
---------------------------------
(If stock is owned by more than one person, all owners
should sign. Persons signing as executors, administrators,
trustees or in similar capacities should so indicate.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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