<PAGE> 1
FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT No. 1
to
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
-----------------------
Date of Report: July 23, 1999
PLEXUS CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 000-14824 39-1344447
--------- --------- ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number Identification No.)
55 Jewelers Park Drive, Neenah, Wisconsin 54957-0156
- ----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(920) 722-3451
<PAGE> 2
This amendment is being filed to include supplemental pro forma financial
information, filed in Item 7(b), in addition to the pro forma financial
information that was filed with the original Report on Form 8-K. This pro forma
information supplements, rather than replaces, the information in the original
Report. The information relates to Plexus' acquisition of SeaMED Corporation on
July 23, 1999. In addition, certain unaudited financial information for SeaMED
for its quarter ended June 30, 1999 is included in Item 5.
Item 5. Other Information
Set forth below is certain unaudited selected financial information
for SeaMED Corporation as of and for the three months ended June 30, 1999 (in
thousands):
<TABLE>
<S> <C>
Net sales $14,899
Gross profit (1,551)
Operating loss (3,866)
Net loss (2,513)
Total assets 41,545
Stockholders' equity 28,274
</TABLE>
Included in the above operating results is approximately $528,000 of
pre-tax costs associated with severance and plant closings and consolidation.
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
See "Index to Pro Forma Financial Statements--Plexus Corp." on the
following page, and the Plexus unaudited pro forma condensed combined financial
statements at pages 76 through 81 of the proxy statement/prospectus dated June
10, 1999, forming part of the Registration Statement on Form S-4 (No. 333-80287)
of Plexus (the "Prospectus"), which are incorporated herein by reference. (These
pages were filed as an exhibit to the original Report.)
Plexus and SeaMED had differing fiscal year ends. Since the filing of
the original Report, Plexus has confirmed the manner in which fiscal 1999
quarterly periods will be combined when it restates its financial statements to
reflect the SeaMED acquisition. (Plexus discussed that review in its original
Report on Form 8-K.) Plexus is now amending the Report to include supplemental
interim period fiscal 1999 pro forma statements of income. This does not affect
the pro forma March 31, 1999 balance sheet or the pro forma statements of income
for full fiscal year periods.
-2-
<PAGE> 3
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page No.
in Prospectus
-------------
<S> <C>
PLEXUS CORP.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance
Sheet at March 31, 1999 76
Unaudited Pro Forma Condensed Combined Statements
of Income for the six months ended March 31, 1999
and 1998, and for the fiscal years ended September 30,
1998, 1997, and 1996 77
Notes to Unaudited Pro Forma Condensed Combined
Financial Statements 80
Supplemental Unaudited Pro Forma Condensed Combined Statements
of Income for the six months ended March 31, 1999 Page F-1
herein
Notes to Supplemental Unaudited Pro Forma Condensed Combined
Financial Statements Page F-2
herein
</TABLE>
-3-
<PAGE> 4
SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
The following unaudited pro forma condensed combined statements of income
combine the historical consolidated statements of income of Plexus and SeaMED
giving effect to the merger, as if it had been effective as of the beginning of
the periods indicated. This information should be read in conjunction with the
historical consolidated financial statements, and notes, of both Plexus and
SeaMED. The pro forma financial data presented below does not necessarily
indicate the actual financial results which would have occurred if the merger
had been completed on the dates indicated, or that may result in the future.
SIX MONTHS ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
Plexus SEAMED ADJUSTMENTS COMBINED
------ ------ ----------- ---------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Net sales........................................ $205,117 $34,633 $239,750
Cost of sales.................................... 175,623 31,251 $ (445)(A) 206,306
(123)(B)
-------- ------- ------ --------
Gross profit..................................... 29,494 3,382 568 33,444
Selling and administrative expenses.............. 10,499 2,250 123(B) 12,872
-------- ------- ------ --------
Operating income................................. 18,995 1,132 445 20,572
Other, net....................................... 848 223 1,071
-------- ------- ------ --------
Income before income taxes....................... 19,843 1,355 445 21,643
Income taxes..................................... 7,938 460 155(C) 8,553
-------- ------- ------ --------
Net income....................................... $ 11,905 $ 895 $ 290 $ 13,090
======== ======= ====== ========
Basic earnings per share......................... $ 0.79 $ 0.16 $ 0.76
Diluted earnings per share....................... $ 0.73 $ 0.16 $ 0.71
Weighted average shares outstanding:
Basic.......................................... 14,984 5,519 (3,311)(D) 17,192
Diluted........................................ 16,200 5,658 (3,395)(D) 18,463
</TABLE>
See Notes to Supplemental Unaudited Pro Forma
Condensed Combined Financial Statements.
F-1
<PAGE> 5
NOTES TO SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS
1. PENDING MERGER WITH SeaMED.
On July 23, 1999, Plexus completed the acquisition of SeaMED in a merger
transaction, based upon an exchange formula set forth in the related merger
agreement. Each SeaMED share was converted into 0.4 Plexus shares.
The supplemental unaudited pro forma condensed combined statements of
income for all periods presented give effect to the merger as if it had occurred
on October 1, 1995. SeaMED had a fiscal year that ends on the Thursday closest
to June 30 of each year. For purposes of the supplemental unaudited pro forma
condensed combined statements of income. SeaMED's statements of income for the
six months ended March 31, 1999 have been combined with Plexus' consolidated
statements of income for the six months ended March 31, 1999. This presentation
has the effect of excluding SeaMED's results of operations for the three months
ended September 30, 1998 in the unaudited pro forma condensed combined
statements of income. Unaudited net sales and net income for SeaMED were
$19,376,000 and $1,129,000, respectively, for the three months ended September
30, 1998. SeaMED's results of operations for this period are reflected in
shareholders' equity in the unaudited pro forma condensed combined balance sheet
at March 31, 1999.
2. ACCOUNTING TREATMENT.
The pro forma condensed combined financial statements have been prepared
using the pooling of interests method of accounting to give effect to the
merger. As a result of the use of the pooling of interests method of accounting
for the acquisition, past consolidated financial statements of Plexus are being
restated, and therefore the pro forma condensed combined financial statements
have been restated to reflect the acquisition as if it had occurred prior to the
dates of the statements. The computations of weighted average shares outstanding
include the conversion of shares of SeaMED common stock into shares of Plexus
common stock and the conversion of options to purchase SeaMED common stock into
options to purchase Plexus common stock.
3. EXPLANATION OF PRO FORMA ADJUSTMENTS.
The pro forma adjustments are as follows:
(A) Adjustment to conform inventory valuation accounting principle used by
SeaMED to the inventory valuation accounting principle utilized by
Plexus. SeaMED inventories include burden applied to raw materials when
such materials are purchased. Plexus records similar costs as period
costs. The effect of the adjustment is to remove these costs from
SeaMED's total inventory value.
(B) Adjustment to reclassify certain salaries and wages of SeaMED to the
classification of similar costs utilized by Plexus. SeaMED's accounting
policy for recording all bonuses
F-2
<PAGE> 6
classifies the amount as selling and administrative expense. Plexus'
accounting policy for recording bonuses classifies the amount based on
the classification of the salaries and wages of these employees
receiving the bonus. As a result, a portion of Plexus' bonus is
classified as costs of goods sold. Therefore, for conformance purposes,
this adjustment reclassifies certain SeaMED bonuses to costs of goods
sold.
(C) Adjustment to record the effect on income taxes of adjustment (A)
above.
(D) Adjustment to reflect the conversion rate of 0.4 shares of Plexus
common stock issued for each share of SeaMED common stock.
F-3
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 30, 1999 /s/ John L. Nussbaum
--------------------------------------------
John L. Nussbaum
President and Chief Operating Officer
S-1
