<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 11 - K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED.................DECEMBER 31, 1996.................
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ................... to ...................
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
CONTENTS
Pages
-----
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 1996 and 1995 3
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1996 4
Notes to Financial Statements 5-8
Supplemental Schedules:
Form 5500, Item 27(a) - Schedule of Assets Held for Investment
Purposes, December 31, 1996 9
Form 5500, Item 27(d) - Schedule of Reportable Transactions for
the year ended December 31, 1996 10
1
<PAGE> 3
[COOPERS & LYBRAND 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 plan benefits as of
December 31, 1996 and 1995, and the changes in net assets available for plan
benefits for the year ended December 31, 1996 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.
/s/ Coopers & Lybrand LLP
Milwaukee, Wisconsin
September 26, 1997
2
<PAGE> 4
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996
------------------------------------------------------------------------------------------------------
Employer American Quest for Value Vanguard EuroPacific
Stock Management MFS Bond Opportunity Index 500 AIM Value Growth
Fund Fund Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value $ 8,284,330 $ 475,474 $ 127,306 $ 1,421,760 $ 1,363,226 $ 616,894 $ 345,594
Contribution receivable:
Employer 36,211 - - - - - -
Employee 10,187 1,922 3,575 13,307 11,272 15,637 9,427
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets available for
plan benefits $ 8,330,728 $ 477,396 $ 130,881 $ 1,435,067 $ 1,374,498 $ 632,531 $ 355,021
=========== =========== =========== =========== =========== =========== ===========
<CAPTION>
1996
---------------------------------------
AIM Seligman
Constellation Frontier
Fund Fund Total
----------- ----------- -----------
Investments, at fair value $ 633,828 $ 446,161 $13,714,573
Contribution receivable:
Employer - - 36,211
Employee 17,769 12,683 95,779
----------- ----------- -----------
Net assets available for
plan benefits $ 651,597 $ 458,844 $13,846,563
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
1995
----------------------------------------------------------------------
Employer Balanced Diversified Principal
Stock Fund Fund Equity Fund Fund Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investments, at fair value $ 7,749,042 $ 1,087,762 $ 970,259 $ 579,630 $10,386,693
Contribution 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
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 5
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year December 31, 1996
<TABLE>
<CAPTION>
Employer American Cash Quest for Value Vanguard EuroPacific
Stock Management MFS Bond Opportunity Index 500 AIM Value Growth
Fund Fund Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employee $ 276,442 $ 49,797 $ 90,601 $ 411,398 $ 347,439 $ 399,162 $ 242,275
Employer 888,397 - - - - - -
----------- ----------- ----------- ----------- ----------- ----------- -----------
1,164,839 49,797 90,601 411,398 347,439 399,162 242,275
Investment Income:
Net appreciation
(depreciation) (60,323) - 6,108 259,059 239,324 56,357 25,039
Interest Income 405 21,091 - - - - -
----------- ----------- ----------- ----------- ----------- ----------- -----------
(59,918) 21,091 6,108 259,059 239,324 56,357 25,039
Deductions:
Participant withdrawls (447,226) (123,769) (2,993) (105,510) (97,357) (12,565) (7,395)
Fees - (30) (40) (163) - (212) (5)
Transfers (208,855) 530,307 37,205 870,283 885,092 189,789 95,107
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) 448,640 477,396 130,881 1,435,067 1,374,498 632,531 355,021
Net assets available for
plan benefits
Beginning of period 7,881,888 - - - - - -
----------- ----------- ----------- ----------- ----------- ----------- -----------
End of period $ 8,330,728 $ 477,396 $ 130,881 $ 1,435,067 $ 1,374,498 $ 632,531 $ 355,021
=========== =========== =========== =========== =========== =========== ===========
<CAPTION>
AIM Seligman Diversified
Constellation Frontier Balanced Equity Principal
Fund Fund Fund Fund Fund Total
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employee $ 448,065 $ 316,853 $ - $ - $ - $ 2,582,092
Employer - - - - - 888,397
----------- ----------- ----------- ----------- ----------- -----------
448,065 316,853 - - - 3,470,429
Investment Income:
Net appreciation
(depreciation) 35,017 4,097 - - - 564,678
Interest Income - - - - - 21,496
----------- ----------- ----------- ----------- ----------- -----------
35,017 4,097 - - - 586,174
Deductions:
Participant withdrawls (13,419) (7,405) - - - (817,639)
Fees (525) (15) - - - (990)
Transfers 182,459 145,314 (1,120,194) (1,011,455) (595,052) -
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) 651,597 458,844 (1,120,194) (1,011,455) (595,052) 3,237,974
Net assets available for
plan benefits
Beginning of period - - 1,120,194 1,011,455 595,052 10,608,589
----------- ----------- ----------- ----------- ----------- -----------
End of period $ 651,597 $ 458,844 $ - $ - $ - $13,846,563
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 6
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 up to 15% of their annual compensation. The Company will
make a matching contribution on behalf of a participant equal to 100% of
the first 2.5% of the participants' elective deferrals. All Company
matching contributions are allocated to the Employer Stock Fund.
Contributions are limited by Section 401(k) of the Internal Revenue Code.
c. INVESTMENT ALTERNATIVES: Effective January 1, 1996, the Company changed
trustees of the Plan from Associated Mutual Funds to Riggs National Bank
of Washington, D.C. Effective with the change in trustees, plan
participants may direct contributions and their account balances in 5%
increments in any of nine investment options maintained by Riggs as
follows:
AMERICAN CASH MANAGEMENT FUND: A mutual fund which seeks current income
and preservation of capital through a money market fund. This fund
invests primarily in short-term securities including treasury bills,
certificates of deposit and commercial paper.
MFS BOND FUND: A mutual fund which seeks to provide a high level of
current income consistent with prudent investment risk. This fund invests
primarily in investment-grade debt securities and unrated securities of
comparable quality.
QUEST FOR VALUE OPPORTUNITY FUND: A mutual fund which seeks capital
appreciation through investment securities of companies believed to be
undervalued in the marketplace. This fund invests primarily in common
stock, convertible securities and fixed-income securities.
VANGUARD INDEX 500 FUND: A mutual fund which seeks to match the
investment performance of the Standard & Poor's 500 Composite Stock Price
Index. This fund invests primarily in large-capitalization stocks.
AIM VALUE FUND: A mutual fund which seeks to achieve long-term growth of
capital by investing primarily in equity securities judged by the fund to
be undervalued relative to the appraisal of the companies' current or
projected earnings or relative to the equity market in general.
5
<PAGE> 7
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. DESCRIPTION OF PLAN, CONTINUED:
c. INVESTMENT ALTERNATIVES, CONTINUED:
EUROPACIFIC GROWTH FUND: A mutual fund which seeks to achieve long-term
growth of capital by investing in securities of issuers located outside
the U.S. The fund invests in common stock of both small and large
companies of major world markets, as well as in smaller developing
countries.
AIM CONSTELLATION FUND: A mutual fund which seeks to achieve capital
appreciation by investing principally in common stocks with emphasis on
medium-sized and smaller emerging growth companies.
SELIGMAN FRONTIER FUND: A mutual fund which seeks to achieve capital
appreciation through investing in common stocks of small-sized to
medium-sized companies with annual revenues of $400 million or less. The
fund may also invest in U.S. government securities, corporate debt
securities rated AA or higher, prime commercial paper, and certificates
of deposit issued by the 100 largest domestic and 50 largest foreign
banks.
EMPLOYER STOCK FUND: Investments which consist primarily in the common
stock of the Company which is traded on the NASDAQ exchange. The
remaining balance represents investments in money market funds acquired
until stock trades are transacted.
d. 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 Stock Fund
are allocated an undivided interest in the shares held by the fund. At
December 31, 1996 and 1995, the Employer Stock Fund held 494,007 and
465,577 shares of Plexus Corp. common stock valued at $16.750 and
$16.625 per share, respectively.
e. 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 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. In addition, participant accounts can be
rolled over into an individual retirement account ("IRA") or another
qualified defined contribution plan. 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.
f. 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.
6
<PAGE> 8
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF ACCOUNTING POLICIES:
The Plan prepares its financial statements in conformity with generally
accepted accounting principles, which require management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues, and expenses during the periods presented. They also affect the
disclosures of contingencies. Actual results could differ from those
estimates.
The following is a summary of the significant accounting policies followed
by the Plan in presenting these financial statements.
a. INVESTMENTS, VALUE AND INCOME RECOGNITION: The Plan's investments are
stated at fair value. Shares of the mutual fund accounts are valued at
quoted market prices which represent the net asset value of shares held
by the Plan at year-end.
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. Interest income from securities is
recorded as earned on an accrual basis.
Investment securities are exposed to various risks, such as interest
rate, market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that
changes in the value of investment securities will occur in the near
term and that such changes could materially affect participants' account
balances and the amounts reported in the financial statements of the Plan.
b. ADMINISTRATIVE EXPENSES: Certain expenses incurred in the administration
of the Plan are paid by the Company and are not reflected within these
financial statements.
3. TAX STATUS:
The United States Treasury Department advised the Plan on January 4, 1996
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.
7
<PAGE> 9
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
4. RELATED PARTY TRANSACTIONS:
The day-to-day transactions of the Plan are processed by Aon Consulting,
Inc. ("Aon"). Aon serves as the administrator of the Plan. Therefore,
transactions with Aon qualify as party-in-interest. Fees paid by the Plan
to Aon for administrative services amounted to $990 for the year ended
December 31, 1996.
8
<PAGE> 10
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
FORM 5500, ITEM 27(a), SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1996
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
- -------- ------------------- ---------------------------------- ------------- ------------
Identity of Issuer,
Borrower, Lessor Current
or Similar Party Description of Investment Cost Value
- -------- ------------------- ---------------------------------- ------------- ------------
<S> <C> <C> <C> <C>
* Plexus Corp Common Stock $ 4,948,164 $ 8,274,617
* Riggs National Bank Riggs Money Market Account 9,713 9,713
Riggs National Bank American Funds Cash Management Fund 475,474 475,474
Riggs National Bank MFS Bond Fund 124,506 127,306
Riggs National Bank Quest for Value Opportunity Fund 1,284,583 1,421,760
Riggs National Bank Vanguard Index 500 Fund 1,174,593 1,363,226
Riggs National Bank AIM Value Fund 592,575 616,894
Riggs National Bank EuroPacific Growth Fund 334,091 345,594
Riggs National Bank AIM Constellation Fund 623,406 633,828
Riggs National Bank Seligman Frontier Fund 444,674 446,161
------------
$ 13,714,573
============
</TABLE>
* Party-in-interest transactions, which are exempt from prohibited transaction
rules under Section 408(b) of ERISA.
See Report of Independent Accountants.
9
<PAGE> 11
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
FORM 5500, ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1996
<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 (loss)
- ------------------- ---------------------- ---------------- ---------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Plexus Corp. Common Stock $ 118,489 (34) $ 688,002 (55) $ 455,417 $ 232,585
Riggs National Bank American Funds Cash
Management Fund 311,474 (85) 412,262 (147) 412,262 -
Riggs National Bank AIM Constellation Fund 653,721 (186) 32,934 (135) 30,323 2,611
Riggs National Bank AIM Value Fund 637,982 (172) 464,865 (138) 463,413 1,452
Riggs National Bank Quest for Opportunity 1,825,923 (123) 1,709,239 (182) 1,621,977 87,262
Riggs National Bank Vanguard Index 500 432,814 (133) 338,672 (141) 316,091 22,581
</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.
10
<PAGE> 12
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: October 13, 1996 /s/ Joseph D. Kaufman
--------------------------------------
Joseph D. Kaufman
Employee Stock Savings Plan Fiduciary
Committee Member
<PAGE> 1
[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 and File No.333-06469) of our report
dated September 26, 1997 on our audits of the financial statements and
supplemental schedules of the Plexus Corp. Employee Stock Savings Plan as of
December 31, 1996 and 1995, and for the year ended December 31, 1996, which
report is incorporated by reference and included in this Annual Report on Form
11-K.
/s/ Coopers & Lybrand LLP
Milwaukee, Wisconsin
October 9, 1997
