<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended.............December 31, 1997....................
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.........000-14824................[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
<TABLE>
<CAPTION>
Pages
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 1997 and 1996 3
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1997 4
Notes to Financial Statements 5-8
Supplemental Schedules:
Form 5500, Item 27(a) - Schedule of Assets Held for Investment
Purposes, December 31, 1997 9
Form 5500, Item 27(d) - Schedule of Reportable Transactions for
the year ended December 31, 1997 10
</TABLE>
Page 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 of December 31, 1997 and 1996, and for the year ended December
31, 1997, 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, 1997 and 1996, and the changes in net assets available for plan benefits for
the year ended December 31, 1997 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
May 22, 1998
Page 2
<PAGE> 4
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997
-------------- ------------- ------------- ------------- ---------------- -------------- --------------
American Quest for
Employer Cash Value
Unitized Management MFS Bond Opportunity Vanguard Index AIM Value EuroPacific
Stock Fund Fund Fund Fund 500 Fund Fund Growth Fund
-------------- ------------- ------------- ------------- ---------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments,
at fair value $ 13,596,121 $ 479,825 $ 350,036 $ 2,703,277 $ 2,493,480 $ 1,948,501 $ 1,307,302
Contribution
receivable:
Employer 37,431 - - - - - -
Employee 15,671 1,671 3,114 15,505 14,743 16,657 12,150
------------ --------- --------- ----------- ----------- ----------- -----------
Net assets
available for
plan benefits $ 13,649,223 $ 481,496 $ 353,150 $ 2,718,782 $ 2,508,223 $ 1,965,158 $ 1,319,452
============ ========= ========= =========== =========== =========== ===========
<CAPTION>
1997
------------- ----------------- --------------
AIM
Constellation Seligman
Fund Frontier Fund Total
------------- ----------------- --------------
<S> <C> <C> <C>
Investments,
at fair value $ 1,789,560 $ 1,312,679 $ 25,980,781
Contribution
receivable:
Employer - - 37,431
Employee 18,276 12,928 110,715
----------- ----------- ------------
Net assets
available for
plan benefits $ 1,807,836 $ 1,325,607 $ 26,128,927
=========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
1996
-------------- ------------- ------------- ------------- ---------------- -------------- --------------
American Quest for
Employer Cash Value
Unitized Management MFS Bond Opportunity Vanguard Index AIM Value EuroPacific
Stock Fund Fund Fund Fund 500 Fund Fund Growth 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
=========== ========= ========= =========== =========== ========= =========
</TABLE>
<TABLE>
<CAPTION>
1996
--------------- ----------------- --------------
AIM
Constellation Seligman
Fund Frontier Fund Total
--------------- ----------------- --------------
<S> <C> <C> <C>
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>
The accompanying notes are an integral part of these financial statements.
Page 3
<PAGE> 5
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
For the year December 31, 1997
<TABLE>
<CAPTION>
--------------- ------------ ----------- ------------- ------------- -------------
American Quest for
Employer Cash Value Vanguard
Unitized Management MFS Bond Opportunity Index 500 AIM Value
Stock Fund Fund Fund Fund Fund Fund
--------------- ------------ ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $ 328,863 $ 48,970 $ 86,759 $ 451,455 $ 381,625 $ 444,696
Employee 980,400 - - - - -
------------ ---------- --------- ----------- ----------- ----------
1,309,263 48,970 86,759 451,455 381,625 444,696
Investment Income:
Net appreciation 8,296,761 - 22,633 345,115 490,540 218,533
Interest income - 25,862 - - - -
------------ ---------- --------- ----------- ----------- ----------
8,296,761 25,862 22,633 345,115 490,540 218,533
Deductions:
Participant (814,626) (76,005) (110,839) (59,393) (77,465) (45,676)
withdrawals (225) (675) (315) (675) (485) (325)
Fees
(3,472,678) 5,948 224,031 547,213 339,510 715,399
------------ ---------- --------- ----------- ----------- ----------
Transfers
Net increase 5,318,495 4,100 222,269 1,283,715 1,133,725 1,332,627
Net assets available
for plan benefits
Beginning of period 8,330,728 477,396 130,881 1,435,067 1,374,498 632,531
------------ ---------- --------- ----------- ----------- ----------
End of period $ 13,649,223 $ 481,496 $ 353,150 $ 2,718,782 $ 2,508,223 $1,965,158
============ ========== ========= =========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
-------------- --------------- ----------------- --------------
AIM
EuroPacific Constellation Seligman
Growth Fund Fund Frontier Fund Total
-------------- --------------- ----------------- --------------
<S> <C> <C> <C> <C>
Contributions:
Employer $ 317,396 $ 521,136 $ 357,168 $ 2,938,068
Employee - - - 980,400
----------- ----------- ----------- -----------
317,396 521,136 357,168 3,918,468
Investment Income:
Net appreciation 6,412 109,749 150,109 9,639,852
Interest income - - - 25,862
----------- ----------- ----------- -----------
6,412 109,749 150,109 9,665,714
Deductions:
Participant (31,463) (49,169) (34,145) (1,298,781)
withdrawals (67) (248) (22) (3,037)
Fees
672,153 574,771 393,653 -
----------- ----------- ----------- -----------
Transfers
Net increase 964,431 1,156,239 866,763 12,282,364
Net assets available
for plan benefits
Beginning of period 355,021 651,597 458,844 13,846,563
----------- ----------- ----------- -----------
End of period $ 1,319,452 $ 1,807,836 $ 1,325,607 $26,128,927
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 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 ninety days 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 Unitized Stock Fund.
Contributions are limited by Section 401(k) of the Internal
Revenue Code.
c. Investment Alternatives: Plan participants may direct
contributions and their account balances in 5% increments in any
of nine investment options maintained by the trustee, Riggs
National Bank of Washington, D.C., 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.
Page 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 Unitized 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 Unitized Stock Fund are allocated an
undivided interest in the shares held by the Fund. At December 31,
1997 and 1996, the Employer Unitized Stock Fund held 867,897 and
494,007 shares of Plexus Corp. common stock valued at $14.9375 and
$16.750 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.
Page 6
<PAGE> 8
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
Notes to Financial Statements, Continued
1. Description of Plan, Continued:
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.
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 May 6, 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).
Page 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 transactional administrative
services amounted to $3,037 for the year ended December 31, 1997.
Page 8
<PAGE> 10
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
Form 5500, Item 27(a), Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Identity of Issuer,
Borrower, Lessor or Description of Current
Similar Party Investment Cost Value
------------- ---------- ---- -----
<S> <C> <C> <C> <C>
* Plexus Corp. Common Stock $5,684,895 $12,964,211
* Riggs National Bank Rimco Monument Prime Money 631,910 631,910
Market Account
Riggs National Bank American Cash Management Fund 479,825 479,825
Riggs National Bank MFS Bond Fund 346,433 350,036
Riggs National Bank Quest for Value Opportunity 2,441,524 2,703,277
Fund
Riggs National Bank Vanguard Index 500 Fund 2,038,225 2,493,480
Riggs National Bank AIM Value Fund 1,976,285 1,948,501
Riggs National Bank EuroPacific Growth Fund 1,407,066 1,307,302
Riggs National Bank AIM Constellation Fund 1,846,039 1,789,560
Riggs National Bank Seligman Frontier Fund 1,316,372 1,312,679
===================
$25,980,781
===================
</TABLE>
* Party-in-interest transactions, which are exempt from prohibited transaction
rules under Section 408(b) of ERISA.
See Report of Independent Accountants.
<PAGE> 11
PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN
Form 5500, Item 27(d), Schedule of Reportable Transactions For the year ended
December 31, 1997
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column G Column I
-------- -------- -------- -------- -------- --------
Identity of
Party Description Purchase Selling Cost of
Involved of Asset Price Price Asset Gain (Loss)
-------- -------- ----- ----- ----- -----------
<S> <C> <C> <C> <C> <C>
Plexus Corp. Common Stock $ 1,528,198 $ 5,132,940 $ 1,093,543 $ 4,039,397
(12) (25)
Riggs Rimco
National Monument
Bank Prime Money 7,419,001 6,779,672 6,779,672 -
Market Fund (107) (157)
Riggs American Cash
National Management 713,777 709,385 709,385 -
Bank Fund (183) (421)
Riggs AIM
National Constellation 1,567,561 389,182 344,957 44,225
Bank Fund (648) (567)
Riggs AIM Value 1,671,200 354,288 287,499 66,789
National Fund (640) (544)
Bank
Riggs Quest for
National Opportunity 1,617,350 588,842 460,420 128,422
Bank Fund (532) (614)
Riggs Vanguard
National Index 500 1,293,049 623,883 429,440 194,443
Bank Fund (575) (625)
Riggs EuroPacific 1,295,512 244,193 222,554 21,639
National Growth Fund (624) (489)
Bank
Riggs Seligman 1,111,261 266,415 263,754 2,661
National Frontier (516) (461)
Bank Fund
</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.
Page 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: June 26, 1998 /s/ Joseph D. Kaufman
--------------------------------------
Joseph D. Kaufman
Employee Stock Savings Plan Fiduciary
Committee Member
<PAGE> 1
EXHIBIT 23
[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 May 22, 1998 on our audits of the financial statements and
supplemental schedules of the Plexus Corp. Employee Stock Savings Plan as of
December 31, 1997 and 1996, and for the year ended December 31, 1997, which
report is incorporated by reference and included in this Annual Report on Form
11-K.
/s/ Coopers & Lybrand LLP
Milwaukee, Wisconsin
June 29, 1998
