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Registration No. 333-_______
As filed with the Securities and Exchange Commission on April 14, 1999
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PLEXUS CORP.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-134447
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 JEWELERS PARK DRIVE
NEENAH, WISCONSIN 54957
(Address of Principal Executive Offices) (Zip Code)
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PLEXUS CORP.
1998 STOCK OPTION PLAN
(Full title of the plan)
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JOSEPH D. KAUFMAN Copy to
Vice President, Secretary and General Counsel KENNETH V. HALLETT
PLEXUS CORP. Quarles & Brady LLP
55 Jewelers Park Drive 411 East Wisconsin Avenue
P.O. Box 156 Milwaukee, Wisconsin 53202
Neenah, Wisconsin 54957-0156
(Name and address of agent for service)
(920) 722-3451
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 2,200,000 shares (2)(3) $67,925,000 $18,883.15
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Preferred Stock Purchase 2,200,000 Rights (4) (4) (4)
Rights
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(1) The Plan provides for possible adjustment of the number,
price and kind of shares covered by options granted or to be
granted, and of the number and kind of shares which may be
awarded as restricted stock, in the event of certain capital
or other changes affecting the Registrant's Common Stock.
This Registration Statement therefore covers, in addition to
the above stated 2,200,000 shares, an indeterminate number of
shares that may become subject to the Plan by means of any
such adjustment. The remaining 3,800,000 shares for which
options may be granted under the 1988 Plan were already
registered under the Registrant's 1988 Stock Option Plan and
1995 Executive Stock Option Plan, which Plans were subsumed
into the 1998 Plan.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of
computing the registration fee, based upon the 2,200,000
shares available (2,200,000 underlying options, of which
600,000 may instead underly SARs), using $30.875 per share,
which is the average of the high and low sales prices of the
Registrant's Common Stock on April 12, 1999 as reported on
NASDAQ/NMS.
(3) Under the Plan, the exercise price at which shares may be
purchased under each option, and the base price of any SAR,
shall equal the Fair Market Value of the Registrant's Common
Stock on the day the option is granted.
(4) The value attributable to the Preferred Stock Purchase Rights
is reflected in the market price of the Common Stock to which
the Rights are attached. Includes registration of shares of
the Registrant's Preferred Stock and Common Stock underlying
such rights.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
In accordance with General Instruction E to Form S-8 and because this
Registration Statement only registers additional securities of the same class as
other securities for which a registration statement filed on Form S-8 relating
to the same employee benefit plan is effective, the contents of the following
document filed by Plexus Corp. (the "Registrant") with the Securities and
Exchange Commission (Commission File No.000-44824) are incorporated herein by
reference:
The Registrant's Registration Statement on Form S-8 filed on March 2,
1995 (Registration No. 33-23490) relating to the Registrant's 1995
Executive Stock Option Plan (which was merged into the 1988 Plan).
ITEM 8. EXHIBITS.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Neenah, State of Wisconsin, on April 12, 1998.
PLEXUS CORP.
(Registrant)
By: /s/ Peter Strandwitz
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Peter Strandwitz,
Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter Strandwitz, John L. Nussbaum and
Joseph D. Kaufman, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and any other regulatory
authority, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*
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/s/ Peter Strandwitz /s/ Rudolph T. Hoppe
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Peter Strandwitz, Chairman of the Board, Chief Rudolph T. Hoppe, Director
Executive Office and Director
/s/ John L. Nussbaum /s/ Harold R. Miller
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John L. Nussbaum, President, Chief Operating Officer Harold R. Miller, Director
and Director
/s/ Thomas P. Sabol /s/ Gerald A. Pitner
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Thomas P. Sabol, Vice-President - Finance and Chief Gerald A. Pitner, Director
Financial Officer
/s/ William F. Denney /s/ Thomas J. Prosser
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William F. Denney, Vice-President and Treasurer Thomas J. Prosser, Director
(Principal Accounting Officer)
/s/ David J. Drury
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David J. Drury, Director
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*Each of these signatures is affixed as of April 12, 1999.
S-1
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PLEXUS CORP.
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-14553)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
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EXHIBIT DESCRIPTION INCORPORATED HEREIN BY FILED HEREWITH
NUMBER REFERENCE TO
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4.1 Restated Articles of Exhibit 3(i) to Plexus' Annual
Incorporation of Plexus Corp., Report on Form 10-K for the
as amended through August year ended September 30, 1998.
13, 1998
4.2 Bylaws of Plexus Corp., as Exhibit 3(ii) to Plexus'
amended through November Quarterly Report on Form 10-Q
14, 1996 for the quarter ended September
30, 1996.
4.3 Shareholder Rights Plan dated Exhibit 4.1 to the Registrant's
as of August 13, 1998 Current Report on Form 8-K
between the Registrant and dated August 13, 1998.
Firstar Trust Co.
4.4 Plexus Corp. 1998 Option Exhibit A to Plexus' definitive
Plan proxy statement for its 1998
Annual Meeting of
Shareholders.
5 Opinion of Counsel X
23.1 Consent of X
PricewaterhouseCoopers LLP
23.2 Consent of Counsel Contained in Opinion
filed as Exhibit 5
24 Powers of Attorney Signature Page to this
Registration
Statement Exhibit 5
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EXHIBIT 5
April 12, 1999
Plexus Corp.
55 Jewelers Park Drive
P.O. Box 156
Neenah, Wisconsin 54957-0156
Gentlemen:
We are providing this opinion in connection with the Registration
Statement of Plexus Corp. (the "Company") on Form S-8 (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Act"), with
respect to the proposed sale by the Company of up to 2,200,000 shares of Common
Stock, par value $.01 per share, of the Company (the "Shares") upon the exercise
of options and stock appreciation rights granted under the Plexus Corporation
1998 Stock Option Plan (the "Plan"). We have examined (i) the Registration
Statement; (ii) the Company's Restated Articles of Incorporation and Bylaws, as
amended to date; (iii) the Plan; (iv) corporate proceedings relating to the
adoption of the Plan and the issuance of the Shares; and (v) such other
documents and records as we have deemed necessary in order to render this
opinion. In rendering this opinion, we have relied as to certain factual matters
on certificates of officers of the Company and of state officials.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.
2. The Shares, when issued (and in the case of Shares issued upon the
exercise of options, paid for) as contemplated by the Registration Statement and
the Plan, will be validly issued, fully paid and non-assessable by the Company
subject to the personal liability which may be imposed on shareholders by
Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially
interpreted, for debts owing to employees for services performed, but not
exceeding six months service in any one case. Although Section 180.0622(2)(b)
provides that such personal liability of shareholders shall be "to an amount
equal to the par value of shares owned by them respectively, and to the
consideration for which their shares without par value was issued," the
Wisconsin Supreme Court, by a split decision without a written opinion, has
affirmed a judgment holding shareholders of a corporation liable under the
substantially identical predecessor statute in effect prior to January 1, 1991
(Section 180.40(6)) for unpaid employee wages to an amount equal to the
consideration for which their
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Plexus Corp.
April 12, 1999
Page 2
par value shares were issued rather than the shares' lower stated par value.
Local 257 of Hotel and Restaurant Employees and Bartenders International Union
v. Wilson Street East Dinner Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d 664
(1985) (affirming the 1983 decision of the Circuit Court for Dane County,
Wisconsin, in Case No. 82-CV-0023).
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ QUARLES & BRADY LLP
QUARLES & BRADY LLP
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Plexus S-8
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 27, 1998 which is included in
Plexus Corp. and subsidiaries' Annual Report on Form 10-K for the year ended
September 30, 1998. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which is included in such Annual
Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
April 12, 1999
