PLEXUS CORP, S-4, 1999-06-09

PLEXUS CORP
S-4, 1999-06-09
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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1999
REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------

PLEXUS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------------

<TABLE>
<S> <C> <C>
WISCONSIN 3672 39-1344447
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

55 JEWELERS PARK DRIVE
NEENAH, WISCONSIN 54956
(920) 722-3451
(Address, including ZIP Code, and telephone number, including area code, of
Registrant's principal executive offices)

JOSEPH D. KAUFMAN
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
PLEXUS CORP.
55 JEWELERS PARK DRIVE
NEENAH, WISCONSIN 54956
(920) 722-3451
(Name, address, including ZIP Code, and telephone number, including area code,
of agent for service)
-------------------------

COPIES TO:

KENNETH V. HALLETT
QUARLES & BRADY LLP
411 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(414) 277-5000

MARK R. BEATTY
PRESTON GATES & ELLIS LLP
701 FIFTH AVENUE, SUITE 5000
SEATTLE, WASHINGTON 98104-7011
(206) 623-7580

-------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this registration statement becomes
effective.

If any of the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE(3)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $.01 par value.............. 2,738,273 shares N/A $68,356,704 $19,004(5)
Preferred Stock Purchase Rights........... (4)
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Based upon the maximum number of shares, options to acquire shares of SeaMED
Corporation common stock to be converted into shares and options to acquire
shares of Plexus Corp. common stock, par value $.01 per share, and estimated
rights to purchase shares under the SeaMED Stock Purchase Plan, at the
maximum exchange ratio of 0.4444 of a share of Plexus common stock for each
share of SeaMED common stock pursuant to the Agreement and Plan of Merger to
which this registration statement relates.

(2) Estimated pursuant to Rules 457(f)(1) and 457(c) under the Securities Act of
1933, solely for the purpose of calculating the registration fee, based upon
the $11.09375 average of the high and low sales prices for shares of SeaMED
common stock as reported on the Nasdaq Stock Market on June 3, 1999,
multiplied by the maximum number of shares of SeaMED common stock, assuming
the exercise of all options to purchase SeaMED common stock which are
outstanding or permitted to be granted under the merger agreement, to be
converted into Plexus common stock under the merger agreement, multiplied by
the maximum exchange rate.

(3) To the extent that less than the maximum number of shares registered hereby
are issued at closing pursuant to the merger agreement, Plexus may use the
remaining shares to cover the exercise of SeaMED stock options assumed
pursuant to the merger agreement by filing one or more post-effective
amendments hereto on the appropriate registration form.

(4) Issued in tandem with shares of common stock. No separate consideration is
paid for the Plexus preferred stock purchase rights.

(5) Offset by $11,732 paid to the Commission as a filing fee for the SeaMED
preliminary proxy material on April 2, 1999.
-------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================
<PAGE> 2

SeaMED CORPORATION
21621 30TH AVENUE S.E.
BOTHELL, WA 98021-3903
---------------

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 22, 1999

To the Shareholders of SeaMED Corporation:

A special meeting of the shareholders of SeaMED Corporation will be held at
SeaMED's headquarters, located at 21621 30th Ave. S.E., Bothell, Washington, on
Thursday, July 22, 1999, at 10:00 a.m., local time, to consider and act upon a
proposal to approve an Agreement and Plan of Merger dated as of March 16, 1999
among Plexus Corp., PS Acquisition Corp., and SeaMED. Pursuant to the merger
agreement (a) PS Acquisition Corp. will be merged into SeaMED and SeaMED will
become a wholly-owned subsidiary of Plexus, and (b) holders of SeaMED common
stock will receive shares of Plexus common stock based upon the exchange rate
described in the accompanying proxy statement/prospectus.

With respect to the proposal to approve the merger agreement, SeaMED
shareholders have a right to dissent and obtain payment in cash for their shares
by complying with the terms and procedures of Chapter 23B.13 of the Washington
Business Corporation Act, a copy of which is included as Appendix C to the
accompanying proxy statement/prospectus.

The record date for the special meeting is the close of business on June 9,
1999. Only SeaMED shareholders of record at that time are entitled to notice of
and to vote at the special meeting or any adjournment or postponement thereof.
To approve the merger, the holders of two-thirds of the outstanding shares of
SeaMED common stock must vote in favor of the merger agreement.

The accompanying proxy statement/prospectus contains more detailed
information regarding the merger and the merger agreement. A copy of the merger
agreement is included as Appendix A to the proxy statement/prospectus.

YOUR VOTE IS IMPORTANT. EVEN IF YOU EXPECT TO ATTEND THE SPECIAL MEETING,
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. IF NO INSTRUCTIONS ARE INDICATED ON YOUR PROXY,
YOUR SHARES WILL BE VOTED "FOR" THE MERGER AGREEMENT. IF YOU DO NOT RETURN YOUR
PROXY OR VOTE IN PERSON, THE EFFECT IS A VOTE AGAINST THE MERGER AGREEMENT. YOU
CAN REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS EXERCISED BY GIVING WRITTEN
NOTICE TO THE SECRETARY OF SeaMED, OR FILING ANOTHER PROXY, OR ATTENDING THE
SPECIAL MEETING AND VOTING IN PERSON. DO NOT SEND ANY STOCK CERTIFICATES WITH
THE PROXY CARD.

THE SeaMED BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
THE MERGER AGREEMENT.

BY ORDER OF THE BOARD OF DIRECTORS

Mark R. Beatty
Secretary

June 10, 1999
<PAGE> 3

PROXY STATEMENT
OF
SeaMED CORPORATION

------------------------------

PROSPECTUS
OF
PLEXUS CORP.

------------------------------

This proxy statement/prospectus is being furnished to you as a shareholder
of SeaMED Corporation in connection with the proposed acquisition of SeaMED by
Plexus Corp. The SeaMED board of directors is soliciting your proxy for a
special meeting of shareholders of SeaMED on July 22, 1999 to approve that
transaction. The holders of at least two-thirds of SeaMED's outstanding shares
must vote in favor of the merger agreement for it to be approved.

In the merger, SeaMED shareholders will become Plexus shareholders, and
SeaMED will become wholly owned by Plexus. If the merger is completed, you will
receive between $12 and $15 worth of Plexus common stock for each share of
SeaMED common stock that you own. You may receive less than $12 worth of Plexus
common stock for each SeaMED share if the Plexus average price prior to the
merger is below $27, but under those circumstances either Plexus or SeaMED will
have the option to elect not to proceed with the merger. The exact exchange rate
for that conversion and the dollar value of shares that you will receive will
vary depending upon the average price of Plexus common stock during a defined
period ending before the merger. You may call SeaMED's investor relations
advisors, toll-free, at (877)320-1231 for a current calculation of the exchange
rate. A copy of the merger agreement is attached as Appendix A.

This proxy statement/prospectus also is the prospectus of Plexus filed as
part of a registration statement with the Securities and Exchange Commission,
relating to the shares of Plexus common stock. Plexus anticipates that up to
2,738,273 shares of Plexus common stock will be issued in the merger.

Plexus common stock is quoted under the symbol "PLXS", and SeaMED common
stock is quoted under the symbol "SEMD". Both companies' shares trade on the
Nasdaq Stock Market. On March 16, 1999, the last trading day before the
execution of the merger agreement, Nasdaq reported that the last sale prices of
Plexus common stock was $33.19 per share and SeaMED common stock was $7.69 per
share. On June 8, 1999, a recent trading day before the date of this proxy
statement/ prospectus, the last sale prices of Plexus common stock and SeaMED
common stock were $32.50 and $11.75 per share.

YOU SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATION THAT YOU RECEIVE IN
THIS TRANSACTION. FOR SOME OF THE IMPORTANT FACTORS WHICH YOU SHOULD CONSIDER IN
EVALUATING PLEXUS COMMON STOCK AND THE PROPOSED TRANSACTION, PLEASE SEE "RISK
FACTORS" BEGINNING ON PAGE 16.

This prospectus is dated June 10, 1999. It is first being mailed to SeaMED
shareholders on or about June 15, 1999.

---------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES. THEY ALSO HAVE NOT
DETERMINED IF THIS PROXY STATEMENT/ PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY..................................................... 4
The Parties............................................ 4
Summary of the Merger.................................. 5
SeaMED Special Meeting................................. 8
Comparison of Shareholder Rights....................... 9
Risk Factors........................................... 9
Do You Have Questions?................................. 9
Plexus Selected Historical Financial Data.............. 10
SeaMED Selected Historical Financial Data.............. 11
Selected Pro Forma Condensed Combined Financial Data... 12
Comparative Market Prices.............................. 13
Comparative Per Share Data of Plexus and SeaMED........ 13
Plexus and SeaMED Market Information................... 15
RISK FACTORS................................................ 16
Risks about the Merger................................. 16
Risks about Plexus..................................... 16
Cautionary Statement Regarding Forward-Looking
Statements............................................ 17
THE SPECIAL MEETING......................................... 18
THE MERGER AND THE MERGER AGREEMENT......................... 20
General................................................ 20
Exchange Rate.......................................... 20
Background of the Merger............................... 21
SeaMED's Reasons for the Merger........................ 24
Plexus' Reasons for the Merger......................... 25
Interests of Officers and Directors in the Merger...... 25
Opinion of SeaMED's Financial Advisor.................. 27
Assumption and Conversion of SeaMED Stock Options...... 34
Other Employee Plans................................... 34
Management and Operations of SeaMED After the Merger... 34
Conduct of Business Pending the Merger................. 35
Representations, Warranties and Covenants.............. 35
Conditions to the Merger............................... 36
No Solicitation; Break-up Fee.......................... 36
Termination; Amendment; Waiver......................... 37
Fees and Expenses...................................... 38
Conversion of Shares in the Merger..................... 38
Exchange of SeaMED Certificates; No Fractional
Shares................................................ 38
Governmental and Regulatory Approvals.................. 39
Federal Income Tax Consequences; Tax Opinion........... 39
Resale of Plexus Common Stock.......................... 41
Accounting Treatment................................... 41
DISSENTERS' RIGHTS OF APPRAISAL............................. 42
BUSINESS OF PLEXUS.......................................... 44
Plexus' Services....................................... 44
PS Acquisition Corp. .................................. 46
OTHER INFORMATION ABOUT PLEXUS WHICH YOU CAN OBTAIN......... 47
</TABLE>

2
<PAGE> 5

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
BUSINESS OF SeaMED.......................................... 48
Business............................................... 48
Properties............................................. 56
Legal Proceedings...................................... 56
SeaMED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS....................... 57
Overview............................................... 57
Results of Operations.................................. 58
Liquidity and Capital Resources........................ 64
Outlook: Issues and Uncertainties...................... 65
OWNERSHIP OF SEAMED COMMON STOCK............................ 69
COMPARISON OF SHAREHOLDER RIGHTS............................ 70
UNAUDITED PRO FORMA CONDENSED COMBINED PLEXUS FINANCIAL
INFORMATION............................................... 76
Unaudited Pro Forma Condensed Combined Balance Sheet... 76
Unaudited Pro Forma Condensed Combined Statements of
Income................................................ 77
Notes to Unaudited Pro Forma Condensed Combined
Financial Statements.................................. 80
LEGAL OPINIONS.............................................. 81
EXPERTS..................................................... 81
SHAREHOLDER PROPOSALS....................................... 81
INDEX TO FINANCIAL STATEMENTS............................... 82
EXHIBIT A -- Agreement and Plan of Merger................... A-1
EXHIBIT B -- Fairness Opinion of U.S. Bancorp Piper
Jaffray................................................... B-1
EXHIBIT C -- Title 23B -- Washington Business Corporation
Act....................................................... C-1
</TABLE>

* * *

NEITHER PLEXUS NOR SeaMED HAS AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS EXCEPT FOR THOSE IN THIS PROXY
STATEMENT/PROSPECTUS. THAT IS TRUE WHETHER THE STATEMENTS ARE IN CONNECTION WITH
THE SOLICITATIONS OF PROXIES OR THE OFFERING OF SECURITIES. YOU SHOULD NOT RELY
UPON ANY OTHER INFORMATION OR REPRESENTATIONS EVEN IF SOMEONE PROVIDES YOU WITH
THEM, BECAUSE THEY ARE NOT AUTHORIZED BY PLEXUS, SeaMED OR ANYONE ELSE. PLEXUS
AND SeaMED DO NOT IMPLY OR REPRESENT BY DELIVERING THIS PROXY
STATEMENT/PROSPECTUS THAT PLEXUS, SeaMED OR THEIR BUSINESSES ARE UNCHANGED AFTER
ITS DATE OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME AFTER ITS
DATE.

Plexus has provided all information contained in this proxy
statement/prospectus about Plexus and its subsidiary PS Acquisition Corp. SeaMED
has provided all information in this proxy statement/prospectus about SeaMED.

3
<PAGE> 6

SUMMARY

This section is a summary of important information in this proxy
statement/prospectus, and includes summaries of information which we believe is
material. To understand the merger fully and for a more complete description of
the legal terms of the merger, you should read carefully this entire document
and the documents to which we have referred you. See "Other Information About
Plexus Which You Can Obtain" on page 47. We have included page references to
direct you to a more complete description of some of the topics presented in
this summary.

THE PARTIES

PLEXUS CORP.
55 JEWELERS PARK DRIVE
NEENAH, WISCONSIN 54956
(920) 722-3451

Plexus, a Wisconsin corporation founded in 1979, provides product
realization services to the electronics industry. Plexus designs and
manufactures electronic products for other companies. It provides these product
realization services to original equipment manufacturers in the medical,
computer, industrial, telecommunications and transportation industries. Plexus
offers a wide range of services which include: developing and designing of
products, procuring and managing of related materials, assembling prototypes,
manufacturing and assembling electronic products, and testing and distributing
those products. PS Acquisition Corp., a corporation wholly owned by Plexus, is
also a party to the merger agreement.

For further information, you should see "Business of Plexus" beginning on
page 44 and "Other Information About Plexus Which You Can Obtain" on page 47.

SeaMED CORPORATION
21621 30TH AVENUE S.E.
BOTHELL, WASHINGTON 98021-3903
(425) 482-1300

SeaMED, a Washington corporation founded in 1976, designs and manufactures
advanced durable electronic medical instruments for both established and
emerging medical technology companies. With its combination of engineering,
manufacturing and regulatory expertise, SeaMED provides integrated solutions to
the challenges of developing and commercializing advanced medical instruments.
From time to time SeaMED selectively designs and manufactures non-medical
commercial products that benefit from SeaMED's engineering and manufacturing
capabilities.

For further information, you should see "Business of SeaMED" beginning on
page 48, "SeaMED Management's Discussion and Analysis of Financial Condition and
Results of Operations" beginning on page 57, and "Index to Financial Statements"
on page 82.
4
<PAGE> 7

SUMMARY OF THE MERGER (page 4)

THE MERGER AGREEMENT IS ATTACHED AT THE BACK OF THIS PROXY
STATEMENT/PROSPECTUS AS APPENDIX A. WE ENCOURAGE YOU TO READ THE MERGER
AGREEMENT, BECAUSE IT IS THE LEGAL DOCUMENT THAT GOVERNS THE MERGER.

In the proposed merger, a subsidiary of Plexus will merge into SeaMED, and
SeaMED will become a wholly-owned subsidiary of Plexus. Unless you properly
exercise dissenters' rights, you will receive shares of Plexus common stock in
exchange for your shares of SeaMED common stock.

EFFECTIVE TIME OF THE MERGER

Plexus and SeaMED hope to complete the merger shortly after the special
meeting, if regulatory approvals and other required matters are completed by
that time.

WHAT YOU WILL RECEIVE IN THE MERGER (page 20)

If the merger is completed, you will receive between $12.00 and $15.00 in
Plexus common stock for each share of SeaMED common stock that you own, if the
average closing price of Plexus stock is at least $27.00 during the period
described in the next paragraph.

The exact number of shares you receive in exchange for each SeaMED share
will depend upon the average closing price of Plexus common stock over the 20
trading days ending three days before the merger is effective. The following
chart shows how the exchange rate for the number of shares of Plexus common
stock will vary depending upon the average Plexus stock price:

<TABLE>
<CAPTION>
EXCHANGE RATE -- EACH
SEAMED SHARE IS CONVERTED DOLLAR VALUE
AVERAGE PLEXUS STOCK PRICE INTO HOW MANY PLEXUS SHARES OF PLEXUS SHARES
-------------------------- --------------------------- ----------------
<S> <C> <C>
less than $27.00................... 0.4444 less than $12.00
from $27.00 to $29.99.............. from 0.4444 to 0.4, determined by $12.00
dividing $12.00 by the average
Plexus stock price
from $30.00 to $37.50.............. 0.4 $12.00 to $15.00
greater than $37.50................ determined by dividing $15.00 by $15.00
the average Plexus stock price.
</TABLE>

There is no minimum number of shares issuable to you if the average Plexus
stock price is above $37.50, although the value of the number of shares issued
per share of SeaMED common stock would be $15.00. Since the value is fixed, as
the average Plexus stock price rises above $37.50, former SeaMED shareholders
would receive a decreasing percentage of the shares of the combined company. If
the average Plexus stock price goes below $27.00, either Plexus or SeaMED may
terminate the merger.

If the SeaMED shareholders approve the merger, the average Plexus stock
price is below $27.00 and Plexus does not terminate the merger, the SeaMED board
of directors will then decide whether to proceed with the merger.

while the number of shares may decrease, their value will remain constant. The
dollar value amounts are based upon the Plexus average closing prices used to
determine the exchange rate.

<TABLE>
<CAPTION>
AVERAGE PLEXUS EXCHANGE DOLLAR VALUE OF
STOCK PRICE RATE PLEXUS SHARES
-------------- -------- ---------------
<C> <S> <C>
$25.00................................... 0.4444 $11.11
$26.00................................... 0.4444 $11.55
$27.00................................... 0.4444 $12.00
$28.00................................... 0.4286 $12.00
$29.00................................... 0.4138 $12.00
$30.00................................... 0.4 $12.00
$31.00................................... 0.4 $12.40
$32.00................................... 0.4 $12.80
$33.00................................... 0.4 $13.20
$34.00................................... 0.4 $13.60
$35.00................................... 0.4 $14.00
$37.50................................... 0.4 $15.00
$40.00................................... 0.375 $15.00
$42.50................................... 0.3529 $15.00
$45.00................................... 0.3333 $15.00
</TABLE>

Plexus will not issue any fractional shares. Instead, you will receive cash
for any fractional share of Plexus common stock owed to you, based on the
average price of Plexus common stock described above. Any SeaMED shareholder who
elects and follows the requirements for statutory dissenters' rights under
Washington law will receive the consideration under that procedure instead of
the consideration discussed above. See "Dissenters' Rights of Appraisal" at page
42.

TAX-FREE REORGANIZATION TREATMENT (page 39)

Neither SeaMED nor its shareholders will recognize gain or loss for U.S.
federal income tax purposes as a result of the merger, except for any taxes
payable by SeaMED shareholders on their receipt of cash instead of fractional
Plexus shares or for shares held by persons exercising dissenters' rights.
SeaMED has received a legal opinion from its counsel regarding these tax
consequences.

THE TAX OPINION CONTAINS EXCEPTIONS AND QUALIFICATIONS BECAUSE TAX MATTERS
ARE COMPLICATED, AND THE TAX CONSEQUENCES TO YOU OF THE MERGER WILL DEPEND ON
THE FACTS OF YOUR OWN SITUATION. WE URGE YOU TO CONTACT YOUR OWN TAX ADVISOR TO
UNDERSTAND FULLY HOW THE MERGER WILL AFFECT YOU, INCLUDING HOW ANY STATE, LOCAL
OR FOREIGN TAX LAWS MAY APPLY TO YOU.

WHAT HAPPENS TO SeaMED STOCK OPTIONS (page 34)

Options granted under SeaMED's 1988 Stock Option Plan, and under SeaMED's
1995 Stock Option Plan when grant letters permit, may be exercised in full prior
to the merger even if not yet fully vested. Each outstanding option held under
SeaMED's employee stock option plans, including any unexercised option under the
1988 and 1995 plans, will become an option to buy Plexus common stock. New
Plexus options will be governed by the same terms and conditions as applied
under the respective SeaMED stock option plans. However, the number of shares of
Plexus common stock that can be purchased by exercising the options, and the
exercise price, will be adjusted to reflect the exchange rate in the merger.

DISSENTERS' RIGHTS (page 42)

Under Washington law, SeaMED shareholders who give proper and timely notice
to SeaMED and who do not vote in favor of the merger agreement have the right to
receive in cash the "fair
6
<PAGE> 9

value" of their SeaMED shares instead of receiving Plexus shares. A copy of
Chapter 23B.13 of the Washington Business Corporation Act, which governs
dissenters' rights in Washington, is attached to this proxy statement/prospectus
as Appendix C.

Plexus may terminate the merger agreement if holders of more than 7.5% of
SeaMED shares exercise their dissenters' rights.

OLD AND NEW STOCK CERTIFICATES

Please do not send in your stock certificates with the enclosed proxy.
After we complete the merger, we will send you written instructions that
describe how to exchange your SeaMED stock certificates for Plexus stock
certificates. If you hold uncertificated shares of SeaMED common stock, you will
not need to take any further action to receive your Plexus stock.

PERCENTAGE OWNERSHIP INTEREST BY SeaMED SHAREHOLDERS AFTER THE MERGER

Assuming an exchange rate of 0.4 Plexus shares for each SeaMED share, and
assuming no further exercises of Plexus or SeaMED stock options, after the
merger there will be approximately 17,375,000 shares of Plexus common stock
outstanding. Of those shares, the former SeaMED shareholders will own
approximately 13%.

OPINION OF SeaMED'S FINANCIAL ADVISOR (page 27)

In deciding to approve the merger, the SeaMED board considered an opinion
from its financial advisor, U.S. Bancorp Piper Jaffray, that, as of the date of
such opinion, the consideration to be paid in the merger is fair, from a
financial point of view, to SeaMED's shareholders. The full text of the written
opinion of U.S. Bancorp Piper Jaffray is attached as Appendix B to this proxy
statement/prospectus. We encourage you to read this opinion.

INTERESTS OF SeaMED's officers and directors in the merger (page 25)

When considering the recommendation by the SeaMED Board to vote "FOR" the
merger agreement, you should be aware that certain directors and officers of
SeaMED have interests in the merger other than solely as SeaMED shareholders.
These interests may conflict with the interests of shareholders of SeaMED
generally. The SeaMED Board was aware of these interests and considered them in
approving the merger.

- Outstanding SeaMED stock options, including options held by directors and
officers, will be assumed by Plexus and converted into Plexus options.
Terms will be adjusted to reflect the exchange rate. Some SeaMED stock
options held by certain directors and executive officers may be exercised
in full prior to the merger even if not yet fully vested.

- SeaMED directors and officers will continue to be indemnified, and
directors' and officers' insurance provided, for three years after the
merger.

- Five SeaMED executive officers will enter into employment agreements.
They vary in length from one year to three years.

- Plexus agreed to register for resale the Plexus shares to be received by
one director.

MANAGEMENT AND OPERATIONS OF SeaMED's after the merger (page 34)

In the merger, SeaMED will become a company which is wholly owned by
Plexus. Plexus currently intends that SeaMED will continue operations as a
separate profit center in the Seattle area. Initially, the management and
employees of SeaMED as a subsidiary of Plexus will be the same as those before
the merger, although some changes may be made to reflect the merger.
7
<PAGE> 10

CONDITIONS TO THE MERGER (pages 36 and 39)

The merger will be completed only if various conditions are met. These
conditions include, among others, that:

- the SeaMED shareholders approve the merger;
- the parties perform their obligations under the merger agreement;
- the representations and warranties of the parties continue to be
accurate; and
- the parties receive the tax opinion discussed above and pooling letters
discussed below.

The parties may waive conditions unless they are legally prohibited from
doing so. SeaMED shareholder approval may not be legally waived.

NO SOLICITATION BY SeaMED OF COMPETING TRANSACTIONS; TERMINATION FEES (page
36)

SeaMED has agreed not to discuss, conduct or agree to any other transaction
or proposal that would compete with the merger agreement and the merger, unless
SeaMED's board must do so to meet its fiduciary obligations to the SeaMED
shareholders. Plexus may terminate the merger agreement if SeaMED enters into or
agrees to another transaction following a good faith determination that the
action is required by its board of directors' fiduciary duties. If the Plexus
merger is not completed for various reasons relating to another transaction,
SeaMED must pay Plexus a "break-up fee" of $3,200,000.

These provisions are included in the merger agreement because Plexus would
not agree to the merger agreement without protection against competing proposals
or transactions which may upset the proposed merger.

TERMINATION, AMENDMENT OR WAIVER OF THE MERGER AGREEMENT (page 37)

Even if the SeaMED shareholders approve the merger agreement, Plexus and
SeaMED can agree at any time to terminate the merger agreement without
completing the merger. The merger agreement can also be terminated by either
party under specified circumstances. Once shareholders approve the merger
agreement, however, no amendment may be made to the merger agreement without
further shareholder approval if the amendment would reduce the exchange rate or
otherwise materially adversely affect the rights of SeaMED shareholders.

ACCOUNTING TREATMENT (page 41)

Plexus expects to account for the merger as a pooling of interests, which
means that it will treat the two companies as if they had always been combined
for accounting and financial reporting purposes. It is a condition to Plexus'
obligation to complete the merger that it receive letters from its and SeaMED's
accountants that the merger qualifies for pooling-of-interests accounting
treatment.

BOARD RECOMMENDATION TO SeaMED SHAREHOLDERS

The SeaMED board of directors believes that the merger is in the best
interests of SeaMED and its shareholders. THE SeaMED BOARD UNANIMOUSLY
RECOMMENDS THAT YOU VOTE TO APPROVE THE MERGER AGREEMENT. Some SeaMED directors
and officers have interests in this transaction other than as SeaMED
shareholders. For a description, you should see "The Merger and the Merger
Agreement -- Interests of Officers and Directors in the Merger."

SEAMED SPECIAL MEETING (PAGE 18)

The special meeting will be held at SeaMED's Bothell facilities, located at
21621 30th Avenue SE, Bothell, Washington, 98021, on Thursday, July 22, 1999 at
10:00 a.m. At the special
8
<PAGE> 11

meeting, SeaMED shareholders such as you will consider and vote on a proposal to
approve the merger agreement.

RECORD DATE

You can vote at the special meeting only if you owned shares of SeaMED
common stock at the close of business on June 9, 1999, which was the record
date.

VOTE REQUIRED TO APPROVE THE MERGER

The merger agreement requires the approval of the holders of two-thirds of
the outstanding shares of SeaMED common stock. If you do not return your proxy
or vote in person, it will have the effect of a vote against the merger
agreement. Brokers who hold your shares of SeaMED common stock as nominees
cannot vote those shares unless you give them instructions to vote in the manner
that they require. Plexus shareholders do not need to vote to approve the
merger.

VOTING POWER, VOTING BY MANAGEMENT

On the record date, 5,610,595 shares of SeaMED common stock were
outstanding. Of these, 1,008,251 shares, approximately 18.0% of the shares
entitled to vote, were beneficially owned by directors and executive officers of
SeaMED. Those numbers exclude options.

Three of SeaMED's directors and executive officers, who collectively
beneficially own 874,523 shares (excluding options), or 15.6% of SeaMED's
outstanding shares, have executed voting agreements in which they have agreed to
vote the SeaMED shares owned by them "for" the merger agreement.

REVOKING PROXIES

You can revoke a proxy previously given by you by giving written notice to
the Secretary of SeaMED, by filing another proxy, or by attending the special
meeting and voting in person.

COMPARISON OF SHAREHOLDER RIGHTS (page 70)

The rights of SeaMED shareholders are governed by Washington law and the
articles of incorporation and bylaws of SeaMED. When the merger is completed,
SeaMED shareholders will become shareholders of Plexus, and their rights will be
governed by Wisconsin law and the articles of incorporation and bylaws of
Plexus. The rights of SeaMED shareholders and Plexus shareholders differ in
certain respects.

RISK FACTORS (page 16)

YOU SHOULD SEE "RISK FACTORS" FOR SOME FACTORS WHICH YOU SHOULD CONSIDER IN
DECIDING HOW TO VOTE ON THE MERGER AGREEMENT.

DO YOU HAVE QUESTIONS?

If you have any questions about the merger, including the calculation of
the number of Plexus shares you will receive in the merger, please call SeaMED's
investor relations advisors, Street Connect, toll-free at (877) 320-1231,
attention: Andy Noble. The exchange rate calculation will be based on current
information, so it may change until immediately prior to closing.
9
<PAGE> 12

PLEXUS SELECTED HISTORICAL FINANCIAL DATA

In the following table, Plexus provides selected financial data for its
past five fiscal years. Plexus derived this information from its audited
financial statements, although the table itself is not audited. The table also
includes information for Plexus' six months ended March 31, 1999 and 1998,
derived from Plexus' unaudited financial statements. Operating results for the
interim periods do not necessarily indicate the results of Plexus that you may
expect for the entire year. The following data should be read together with
Plexus' financial statements and "Management's Discussion and Analysis" which
are incorporated by reference in this proxy statement/prospectus.

All Plexus per share information reported throughout this proxy
statement/prospectus has been restated for Statement of Financial Accounting
Standard No. 128, "Earnings Per Share." In addition, all share and per share
information reported throughout has been restated to give effect to Plexus'
two-for-one stock split in 1997. Plexus has not paid cash dividends on its
common stock.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31, YEARS ENDED SEPTEMBER 30,
-------------------- --------------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING STATEMENT
DATA
Net sales........... $205,117 $193,594 $396,815 $386,431 $316,124 $283,134 $242,483
Gross profit........ 29,494 22,136 49,946 44,016 27,333 23,696 16,170
Operating income.... 18,995 13,072 30,922 27,009 14,016 12,435 7,926
Net income.......... 11,905 8,083 19,235 16,400 7,431 6,343 3,057
Earnings per share
(basic).......... $ 0.79 $ 0.55 $ 1.31 $ 1.16 $ 0.53 $ 0.45 $ 0.23
Earnings per share
(diluted)........ $ 0.73 $ 0.51 $ 1.21 $ 1.05 $ 0.52 $ 0.45 $ 0.23
PERIOD END BALANCE
SHEET DATA
Working capital..... $ 83,596 $ 58,370 $ 68,296 $ 53,258 $ 51,425 $ 71,302 $ 62,784
Total assets........ 159,835 128,849 143,665 121,817 107,374 115,088 122,021
Long-term debt...... 147 157 152 3,516 15,372 41,734 40,691
Shareholders'
equity........... 106,278 78,636 89,339 67,583 48,017 41,009 34,879
</TABLE>

10
<PAGE> 13

SeaMED SELECTED HISTORICAL FINANCIAL DATA

In the following table, SeaMED provides selected financial data for its
past five fiscal years. SeaMED derived this information from its audited
financial statements, although the table itself is not audited. The table also
includes information for SeaMED's nine months ended March 31, 1999 and 1998,
derived from SeaMED's unaudited financial statements. Operating results for the
interim periods do not necessarily indicate the results of SeaMED that you may
expect for the entire year. The following data should be read together with
SeaMED's financial statements and "SeaMED Management's Discussion and Analysis
of Financial Condition and Results of Operations" which appear in this proxy
statement/prospectus beginning at pages 57 and F-1.

All SeaMED per share information reported throughout this proxy
statement/prospectus has been restated for Statement of Financial Accounting
Standard No. 128, "Earnings Per Share." SeaMED has not paid cash dividends on
its common stock.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
MARCH 31, YEARS ENDED JUNE 30,
------------------ ---------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING STATEMENT DATA
Net sales.................. $54,093 $50,554 $69,981 $52,134 $26,130 $17,661 $14,720
Gross profit............... 6,626 8,559 11,696 9,002 5,037 3,071 2,755
Operating income........... 3,014 4,354 6,171 4,153 2,100 1,140 937
Net income................. 2,024 2,929 4,139 2,726 1,240 775 1,007
Earnings per share
(basic)................. $ 0.37 $ 0.55 $ 0.78 $ 0.76 $ 1.61 $ 1.08 $ 1.90
Earnings per share
(diluted)............... $ 0.36 $ 0.52 $ 0.73 $ 0.55 $ 0.33 $ 0.21 $ 0.30
PERIOD END BALANCE SHEET DATA
Working capital............ $27,648 $20,982 $24,272 $18,258 $ 4,997 $ 4,497 $ 3,307
Total assets............... 41,972 37,575 42,857 32,132 16,064 9,900 7,571
Long-term debt............. 3,025 360 2,435 -- 1,286 1,221 1,358
Convertible redeemable
preferred stock......... -- -- -- -- 5,280 5,280 3,815
Shareholders' equity
(deficit)............... 30,522 26,182 27,933 22,793 1,231 (38) (672)
</TABLE>

11
<PAGE> 14

SELECTED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

In the following table, we provide unaudited pro forma condensed combined
financial data which gives effect to the merger, using the pooling of interests
method of accounting. The pro forma financial data reflect assumptions about the
merger which we deem probable. No adjustments have been made for different
possible results in connection with the merger. See "Unaudited Pro Forma
Condensed Combined Plexus Financial Information" beginning at page 80 for more
information.

The pro forma statements of income for all periods presented give effect to
the merger as if it had occurred on October 1, 1995. SeaMED's fiscal years end
on the Thursday closest to June 30 of each year, which are referred to as ending
June 30 of each fiscal year. For purposes of the pro forma statements of income,
SeaMED's statements of income for each of the three fiscal years ended June 30,
1998, 1997 and 1996 and for the six months ended December 31, 1998 and 1997 have
been combined with Plexus' statements of income for each of the three fiscal
years ended September 30, 1998, 1997 and 1996 and for the six months ended March
31, 1999 and 1998.

The pro forma balance sheet as of March 31, 1999 gives effect to the merger
as if it had occurred on March 31, 1999, and combines the balance sheets of
Plexus and SeaMED as of March 31, 1999.

We present these pro forma financial information as an illustration only.
They do not necessarily indicate the financial position or results of operations
that would have actually been reported if the merger had occurred at the
beginning of the period presented, nor do they necessarily indicate future
financial position and results of operations. These pro forma financial
statements are based upon the historical financial statements of Plexus and
SeaMED. The pro forma statements of income neither assume nor incorporate any
benefits from cost savings or synergies of operation of the combined companies
or the costs of combining the companies and operations.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31, YEARS ENDED SEPTEMBER 30,
-------------------- --------------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
PRO FORMA OPERATING STATEMENT DATA
Net sales................................. $243,379 $225,883 $466,796 $438,565 $342,254
Gross profit.............................. 35,277 26,622 60,271 51,518 31,294
Operating income.......................... 22,429 15,290 36,420 30,803 15,622
Net income................................ 14,174 9,589 22,936 18,893 8,350
Earnings per share (basic)................ $ 0.83 $ 0.57 $ 1.36 $ 1.21 $ 0.57
Earnings per share (diluted).............. $ 0.77 $ 0.53 $ 1.27 $ 1.08 $ 0.52
PRO FORMA MARCH 31, 1999 BALANCE SHEET
DATA
Working capital........................... $106,408
Total assets.............................. 200,521
Long-term debt............................ 3,172
Shareholders' equity...................... 131,964
</TABLE>

12
<PAGE> 15

COMPARATIVE MARKET PRICES

The following table shows trading information for Plexus common stock and
SeaMED common stock on March 16, 1999 and June 8, 1999. March 16, 1999 was the
last trading date before the parties announced the merger. June 8, 1999 is the
latest practical date before this proxy statement/prospectus was finalized. To
prepare this table, we have assumed that the average Plexus stock prices on the
dates presented were the same as the closing prices on those dates, and used the
appropriate exchange rate. See "Comparative Market Information" for historical
information.

<TABLE>
<CAPTION>
EQUIVALENT
PLEXUS SEAMED VALUE FOR EACH
DATE COMMON STOCK COMMON STOCK SEAMED SHARE
---- ------------ ------------ --------------
<S> <C> <C> <C>
March 16, 1999....................... $33.19 $ 7.69 $13.28

June 8, 1999......................... $32.50 $11.75 $13.00
</TABLE>

Because the exchange rate varies according to average Plexus stock price,
you may receive more or fewer shares of Plexus common stock for each share of
SeaMED common stock.

COMPARATIVE PER SHARE DATA OF PLEXUS AND SeaMED

We have summarized in the table on the next page selected per share
information about Plexus and SeaMED. We present the information both
historically, and on a pro forma and adjusted basis to reflect the merger.
Because earnings and book value per share are affected by the variable exchange
rate in the merger, the table illustrates the effects on the per share data
using three different exchange rates as follows:

<TABLE>
<CAPTION>
PLEXUS SHARES WHEN THE RATE
PER SEAMED SHARE WOULD APPLY
---------------- -------------
<S> <C>

0.3750................ If Plexus' average price was $40.00

0.4000................ If Plexus' average price was between $30.00 and $37.50

0.4444................ If Plexus' average price was $27.00 or below
</TABLE>

Because the exchange rate is variable, the actual final exchange rate may be
higher or lower, which would affect both Plexus' pro forma calculations and
SeaMED per share equivalents.

The data in the table should be read together with the financial
information and the financial statements of Plexus and SeaMED incorporated by
reference or included elsewhere in this proxy statement/prospectus. We provide
the pro forma combined per common share data as an illustration only. The data
do not necessarily indicate the combined financial position or combined results
of operations that would have been reported if the merger had occurred when
indicated, nor are they a forecast of the combined financial position or
combined results of operations for any future period. No pro forma adjustments
have been included herein which reflect potential effects of cost savings or
13
<PAGE> 16

synergies which may be obtained by combining Plexus and SeaMED operations or the
costs of combining the companies and operations.

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
MARCH 31, YEARS ENDED SEPTEMBER 30,
----------------- -----------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
EARNINGS PER SHARE (DILUTED):
Plexus:
Historical....................................... $0.73 $0.51 $1.21 $1.05 $0.52
Pro forma, assuming:
0.3750 exchange rate........................... 0.77 0.53 1.28 1.08 0.53
0.4000 exchange rate........................... 0.77 0.53 1.27 1.08 0.52
0.4444 exchange rate........................... 0.76 0.52 1.25 1.06 0.52

SeaMED:
Historical....................................... 0.36 0.33 0.73 0.55 0.33
Equivalent, assuming:
0.3750 exchange rate........................... 0.29 0.20 0.48 0.41 0.20
0.4000 exchange rate........................... 0.31 0.21 0.51 0.43 0.21
0.4444 exchange rate........................... 0.34 0.23 0.56 0.47 0.23
PERIOD END BOOK VALUE:

Plexus:
Historical....................................... $7.02 $6.04
Pro forma, assuming:
0.3750 exchange rate........................... 7.65 6.94
0.4000 exchange rate........................... 7.59 6.89
0.4444 exchange rate........................... 7.49 6.79

SeaMED:
Historical....................................... $5.47 $5.32
Equivalent, assuming:
0.3750 exchange rate........................... 2.87 2.60
0.4000 exchange rate........................... 3.04 2.76
0.4444 exchange rate........................... 3.33 3.02
</TABLE>

Neither Plexus nor SeaMED has paid cash dividends on common stock;
therefore, the table does not include dividend information.

The 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 has a fiscal year that ends on the Thursday closest to June 30 of
each year. For purposes of the pro forma statements of income, SeaMED's
statements of income for each of the three fiscal years ended June 30, 1998,
1997 and 1996 and for the six months ended December 31, 1998 and 1997 have been
combined with Plexus' statements of income for each of the three fiscal years
ended September 30, 1998, 1997 and 1996 and for the six months ended March 31,
1999 and 1998.

The SeaMED equivalent share information is computed at each of the three
assumed exchange rates by multiplying the Plexus pro forma information by the
assumed exchange rate. The pro forma book value information assumes that the
merger was completed on March 31, 1999 and September 30, 1998.
14
<PAGE> 17

PLEXUS AND SeaMED MARKET INFORMATION

The following table has information on the high and low trading prices of
Plexus and SeaMED common stock for the stated periods. Both trade on the Nasdaq
Stock Market, and all quotes are actual sales prices reported by Nasdaq. Because
Plexus and SeaMED have different fiscal years, the table is shown on a calendar
year basis rather than fiscal year.

<TABLE>
<CAPTION>
PLEXUS SEAMED
------------- -------------
PERIOD HIGH LOW HIGH LOW
------ ---- --- ---- ---
<S> <C> <C> <C> <C>
1996 -- 4th quarter*........................................ 10 3/8 6 7/8 11 3/4 9 7/8
1997 -- 1st quarter......................................... 17 5/8 8 3/8 18 1/4 11
2d quarter.......................................... 28 12 1/2 21 14 1/2
3d quarter.......................................... 38 1/4 23 1/2 20 5/8 15 5/8
4th quarter......................................... 35 1/8 13 1/8 18 3/4 15 1/2
1998 -- 1st quarter......................................... 22 1/2 12 3/8 20 1/2 16 1/2
2d quarter.......................................... 24 16 1/4 18 1/4 15 3/8
3d quarter.......................................... 22 3/4 13 3/4 18 1/4 13
4th quarter......................................... 34 3/4 17 14 7/8 9
1999 -- 1st quarter......................................... 40 1/4 25 5/8 12 1/2 6 7/8
2d quarter (through June 8)......................... 34 3/4 26 3/4 12 5/16 8 3/4
</TABLE>

- ---------------
* Public trading in SeaMED common stock began in November 1996.

Neither company has paid cash dividends on common stock or currently
intends to pay cash dividends. On May 10, 1999, Plexus had 737 shareholders of
record and approximately 6,000 beneficial owners. On June 9, 1999, SeaMED had
104 shareholders of record and approximately 2,100 beneficial owners.
15
<PAGE> 18

RISK FACTORS

In considering whether to approve the merger agreement and receive Plexus
common stock, you should consider, among other things, the following matters:

RISKS ABOUT THE MERGER

THE NUMBER OF PLEXUS SHARES THAT YOU WILL RECEIVE IS VARIABLE.

The exchange rate in the merger is variable. Therefore, the number of
shares of Plexus common stock which you will receive will be higher or lower
depending upon the average price of Plexus common stock before the merger.
Because the exchange rate is fixed for certain ranges, you will participate in
some increases in Plexus stock. However, if the average exceeds $37.50, the
economic value to be received by you would remain at $15.00 per share of SeaMED
common stock, and the number of shares of Plexus common stock would decrease.
Also, the number of shares of Plexus common stock which you would receive if the
Plexus average price is below $27.00 is fixed, even though the value of those
shares would decrease as the average price falls. Either Plexus or SeaMED may
terminate the merger if the Plexus average price goes below $27.00.

PLEXUS MAY NOT BE ABLE TO INTEGRATE SeaMED OPERATIONS AS EXPECTED.

In determining that the merger is in the best interests of the parties,
both companies considered the cost savings, operating efficiencies and other
synergies that may result from the merger. The consolidation of functions, and
the integration of departments, systems and procedures present significant
management challenges. Plexus cannot assure that it will successfully accomplish
those actions as rapidly as currently expected. Also, Plexus cannot assure the
extent to which it will achieve cost savings and efficiencies in the merger, or
in any other transaction or expansion.

SOME SeaMED DIRECTORS AND OFFICERS HAVE AN INTEREST IN THE MERGER BESIDES
THAT OF A SHAREHOLDER.

Some SeaMED directors and officers have interests in the merger besides
being SeaMED shareholders. These interests include:

- employment agreements for SeaMED executive officers W. Robert Berg, Erik
Hagstrom, Marcia Page, Edgar Rampy and Donald Rich, varying in length
from one to three years;
- Plexus' assumption of SeaMED options, including options for 136,288
shares of SeaMED stock held by SeaMED officers and directors;
- Plexus' agreement to continue indemnification, and directors' and
officers' liability insurance, for SeaMED directors and officers; and
- an agreement by Plexus to register the shares of Plexus common stock to
be received by director R. Scott Asen, who beneficially owns 675,348
shares of SeaMED common stock.

See "The Merger and the Merger Agreement -- Interests of Officers and Directors
in the Merger."

RISKS ABOUT PLEXUS

PLEXUS' LEVEL OF TURNKEY MANUFACTURING SERVICES INVOLVES INVENTORY RISK.

Most of Plexus' contract manufacturing services are provided on a turnkey
basis, where Plexus purchases some or all of the materials required for product
assembly. Turnkey services involve greater resource investment and inventory
risk management than consignment services where the customer provides these
materials. A change in component costs can directly impact selling price, gross
margins and Plexus' net sales. Due to the nature of turnkey manufacturing,
Plexus quarterly and annual results are affected by the level and timing of
customer orders, fluctuations in materials costs, and the degree of automation
used in the assembly process.

16
<PAGE> 19

PLEXUS CAN BE AFFECTED BY PRODUCT SHORTAGES IN THE ELECTRONICS INDUSTRY.

Plexus' sales can be negatively affected by component shortages. Component
parts are sometimes "rationed" among parties seeking them when supply exceeds
demand. There is a limited number of suppliers for certain electronic
components. Shortages of key components can interrupt manufacturing, disrupt
schedules and production, and create inefficiencies. Plexus cannot eliminate
component shortages nor determine the timing or impact of such shortages on its
results.

PLEXUS HAS NO LONG-TERM CONTRACTS, SO CONTINUING SALES DEPEND UPON CUSTOMER
RENEWALS.

Plexus has no long-term volume commitments from its customers. Lead-times
for customer orders and product-life cycles continue to become shorter.
Therefore, customer orders may be canceled and volume levels can be changed or
delayed at any time. Plexus cannot assure that it can timely replace delayed,
canceled or reduced programs with new business, and cannot assure that its
historical sales growth rate will continue. Also, Plexus may not fully recover
fixed costs as a result of cancelled, delayed or reduced programs, which would
affect gross and operating margins.

PLEXUS DEPENDS UPON A FEW LARGE CUSTOMERS, RESULTING IN SALES
CONCENTRATION.

Plexus' ten largest customers accounted for about 70% of Plexus' sales in
fiscal 1998. Plexus depends upon continued sales to these and other significant
customers. Plexus does not have long-term volume commitments from its
significant customers.

TECHNOLOGICAL CHANGES IN PLEXUS' INDUSTRY CAUSE PRODUCTS TO BECOME OBSOLETE
QUICKLY AND MAKE THE MARKET COMPETITIVE.

Many of the industries for which Plexus currently provides electronic
products are subject to rapid technological changes, and product obsolescence.
Technological change also causes increased competition and pricing pressures.
These and other factors which affect the electronics industries that Plexus
serves, and which affect any of Plexus' major customers, could have a material
adverse effect on Plexus' future operations.

START-UP COSTS AND INEFFICIENCIES FOR NEW PROGRAMS CAN AFFECT PLEXUS'
MARGINS.

Start-up costs, the management of labor and equipment efficiencies of new
programs and new customers, and the need to estimate required resources in
advance can affect Plexus' gross margins. These factors can negatively impact
Plexus' margins early on in the life cycle of new programs. These factors also
affect the efficiency of Plexus' use of labor and equipment.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The discussions in this proxy statement/prospectus, and in the documents
incorporated in it by reference, which are not historical statements contain
forward-looking statements that involve risks and uncertainties. Statements
which "are not historical statements" include those in the future tense or which
use terms such as "believe," "expect" and "anticipate". Plexus' actual future
results could differ in important and material ways from those discussed. Many
factors could cause or contribute to such differences. These factors include
those we discuss above in "Risk Factors." You should also carefully read other
parts of this proxy statement/prospectus, and the documents which are
incorporated in it, for other factors which could affect Plexus' or SeaMED's
operations in the future. In particular, both parties' Management's Discussion
and Analyses of Financial Condition and Results of Operations include
discussions of factors affecting them.

17
<PAGE> 20

THE SPECIAL MEETING

This proxy statement/prospectus is being furnished to the SeaMED
shareholders in connection with the solicitation of proxies by the SeaMED Board
from the holders of SeaMED common stock for use at the special meeting.

Date, Time and Place. The special meeting will be held at 10:00 a.m., local
time, on July 22, 1999, at SeaMED's headquarters, located at 21621 30th Avenue,
S.E., Bothell, Washington 98021.

Purpose. At the special meeting, SeaMED shareholders will consider and vote
on a proposal to approve the merger agreement.

The SeaMED Board is not aware, as of the date of mailing of this proxy
statement/prospectus, of any other matters which may properly come before the
special meeting. If any other matters properly come before the special meeting,
or any adjournment or postponement thereof, it is the intention of the persons
named in the proxy to vote such proxies in accordance with their best judgment
on such matters. Under Washington law, at the special meeting, shareholders can
only consider the matters included in the notice of the special meeting.

Recommendation of SeaMED's Board of Directors. The SeaMED board has
determined that the merger is in the best interests of SeaMED and its
shareholders and has approved the merger agreement. THE SeaMED BOARD UNANIMOUSLY
RECOMMENDS THAT THE SeaMED SHAREHOLDERS VOTE IN FAVOR OF APPROVAL OF THE MERGER
AGREEMENT AT THE SPECIAL MEETING. See "The Merger and the Merger Agreement --
SeaMED's Reasons for the Merger."

Record Date; Voting Rights. Only holders of record of SeaMED common stock
at the close of business on the record date, June 9, 1999, are entitled to
receive notice of and to vote at the special meeting. On that date, there were
5,610,595 shares of SeaMED common stock outstanding and entitled to vote. Each
share entitles the registered holder to one vote.

Quorum. A majority of the outstanding shares of SeaMED common stock
entitled to vote must be represented in person or by proxy at the special
meeting in order to constitute a quorum for the transaction of business. Shares
of SeaMED common stock represented by proxies that are marked "abstain" will be
counted as shares present for purposes of determining the presence of a quorum.
If a quorum is not present at the special meeting, it is expected that the
meeting will be adjourned or postponed to solicit additional proxies.

Proxies; Revocation. A proxy card is enclosed for use by SeaMED
shareholders. The board of directors of SeaMED requests that shareholders SIGN
AND RETURN THE PROXY CARD IN THE ACCOMPANYING ENVELOPE. No postage is required
if mailed within the United States. IF YOU HAVE QUESTIONS OR REQUESTS FOR
ASSISTANCE IN COMPLETING AND SUBMITTING PROXY CARDS, PLEASE CONTACT CHASEMELLON
SHAREHOLDER SERVICES LLC, A FIRM THAT PROVIDES PROFESSIONAL PROXY SOLICITING
SERVICES THAT SeaMED HAS RETAINED, AT THE FOLLOWING ADDRESS:

ChaseMellon Shareholder Services LLC
Attn: Dan DeWeever
450 W. 33d Street, 14th Floor
New York, New York 10001

All properly executed proxies that are not revoked will be voted at the
special meeting as instructed on those proxies. Proxies containing no
instructions will be voted in favor of the merger agreement. A shareholder who
executes and returns a proxy may revoke it at any time before it is voted, but
only by executing and returning a proxy bearing a later date, by giving written
notice of revocation to the corporate secretary of SeaMED, or by attending the
special meeting and voting in person. Mere attendance at the special meeting
will not in and of itself have the effect of revoking the proxy. Abstentions
will be treated as shares present in determining whether SeaMED has a

18
<PAGE> 21

quorum for the special meeting, but abstentions will have the same effect as a
vote against approval of the merger agreement. If a broker or other record
holder or nominee indicates on a proxy that it does not have direction or
authority to vote certain shares, those shares will be considered present at the
special meeting for purposes of determining a quorum but will have the same
effect as a vote against approval of the merger agreement.

The persons designated in the enclosed proxy card will have discretion to
vote on any matters incident to the conduct of the special meeting. If SeaMED
proposes to adjourn the special meeting, the persons named in the proxy will
vote all shares, other than those that have been voted against approval of the
merger agreement, in favor of adjournment. At any subsequent reconvening of the
special meeting, all proxies will be voted in the same manner as they would have
been voted at the initial convening, except for any proxies that have
effectively been revoked or withdrawn before the reconvened meeting.

Proxies will be received by SeaMED's independent transfer agent,
ChaseMellon Shareholder Services LLC, and the vote will be certified by
representatives of ChaseMellon Shareholder Services.

SHAREHOLDERS SHOULD NOT SEND THEIR STOCK CERTIFICATES WITH THEIR PROXY
CARDS. After the effective date of the merger, shareholders will receive
instructions and a letter of transmittal for the submission of their stock
certificates.

Solicitation of Proxies. In addition to soliciting proxies by mail,
SeaMED's directors, officers, and employees may, if they do not receive extra
compensation for doing so, solicit proxies personally or by telephone or fax.
Such persons may be reimbursed for out-of-pocket expenses that they incur. In
addition, SeaMED has retained ChaseMellon Shareholder Services, a firm that
provides professional proxy soliciting services, to assist in soliciting proxies
from brokers, bank nominees, institutional holders, and other SeaMED
shareholders and to serve as information agent in connection with the merger.
SeaMED will pay ChaseMellon Shareholder Services reasonable and customary
compensation for such services, at an estimated cost of less than $10,000, and
will reimburse ChaseMellon Shareholder Services for reasonable out-of-pocket
expenses. SeaMED intends to reimburse brokerage houses and other custodians,
nominees, and fiduciaries for reasonable out-of-pocket expenses incurred in
forwarding copies of solicitation materials to beneficial owners of SeaMED
common stock held of record by those persons. SeaMED and Plexus have agreed to
share equally all expenses relating to the printing of this proxy
statement/prospectus and the filing of it with the Securities and Exchange
Commission.

Required Vote. Approval of the merger agreement will require the
affirmative vote of holders of two thirds of the outstanding shares of SeaMED
common stock entitled to vote thereon at the special meeting, or 3,740,397
shares.

Share Ownership of Management and Other Significant Holders. On the record
date, directors and executive officers of SeaMED and their affiliates were the
beneficial owners of an aggregate of 1,008,251 (approximately 18.0% of the
shares of SeaMED common stock then outstanding and eligible to vote. All of the
directors and executive officers of SeaMED have indicated their intention to
vote their shares for approval of the merger agreement. Three directors, who
beneficially own a total of 874,523 shares, representing 15.6% of the
outstanding shares, have signed agreements with Plexus which require them to
vote for the merger agreement. The above information excludes option shares. See
"Ownership of SeaMED Common Stock."

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<PAGE> 22

THE MERGER AND THE MERGER AGREEMENT

The description of the merger and the merger agreement contained in this
proxy statement/ prospectus describes the material terms of the merger
agreement; however, it does not purport to be complete. It is qualified in its
entirety by reference to the merger agreement. A copy of the merger agreement is
attached as Appendix A.

GENERAL

In the merger, and as described in the merger agreement, SeaMED will become
a corporation wholly-owned by Plexus. Outstanding shares of SeaMED common stock
will be converted into shares of Plexus common stock. Cash will be paid in lieu
of any fractional share of Plexus common stock. See "Exchange Rate" and
"Conversion of Shares in the Merger" below.

The merger will be structured as the merger of PS Acquisition Corp., a
wholly-owned subsidiary of Plexus, with and into SeaMED, with SeaMED surviving
as a wholly owned subsidiary of Plexus. As a result of the merger, the separate
corporate existence of PS will cease and SeaMED will succeed to all the rights
and be responsible for all the obligations of PS. PS was formed by Plexus
specifically to conduct this transaction. PS has no business or operations other
than the conduct of the merger.

EXCHANGE RATE

Each share of SeaMED common stock will be converted into Plexus common
stock in a formula in the merger agreement. The number of shares you receive
will depend upon the average closing price of Plexus common stock over the 20
trading days ending three days before the merger is effective. The following
chart shows how the exchange rate for the number of shares of Plexus common
stock that SeaMED shareholders will receive will vary depending upon the average
Plexus stock price:

<TABLE>
<CAPTION>
EXCHANGE RATE -- EACH
SEAMED SHARE IS CONVERTED DOLLAR VALUE
AVERAGE PLEXUS STOCK PRICE INTO HOW MANY PLEXUS SHARES OF PLEXUS SHARES
-------------------------- --------------------------- ----------------
<S> <C> <C>
less than $27.00..................... 0.4444 less than $12.00
from $27.00 to $29.99................ from 0.4444 to 0.4, determined by $12.00
dividing $12.00 by the average
Plexus stock price
from $30.00 to $37.50................ 0.4 $12.00 to $15.00
greater than $37.50.................. determined by dividing $15.00 by $15.00
the average Plexus stock price
</TABLE>

Share amounts will be rounded to 4 digits. There is no minimum number of shares
issuable if the Plexus average is above $37.50, although the value of the number
of shares issued per share of SeaMED common stock would be $15.00. Even though
the economic value is fixed, as the average Plexus stock price rises above
$37.50, former SeaMED shareholders would receive a decreasing percent of the
shares of the combined company. Also, if the average Plexus stock price goes
below $27.00, either Plexus or SeaMED may terminate the merger.

SeaMED shareholders will receive cash instead of fractions of Plexus
shares. The amount will be determined by using the same average price for Plexus
common stock as used for the exchange rate. See "The Merger and the Merger
Agreement -- Conversion of Shares in the Merger." All shares of Plexus common
stock will be issued along with Plexus preferred stock purchase rights issued
under the Plexus Shareholder Rights Plan, as provided in that plan. See
"Comparison of Shareholder Rights -- Shareholder Rights Plan."

20
<PAGE> 23

The following table shows the number of shares of Plexus stock which you
will receive, and the approximate market value of that stock, for each share of
SeaMED stock. We chose these examples based on the $25.625 to $34.75 trading
range of Plexus stock in the period since immediately prior to the announcement
of the merger. We also show several examples above that range to illustrate that
while the number of shares may decrease, their value will remain constant. The
dollar value amounts are based upon the Plexus average closing prices used to
determine the exchange rate.

<TABLE>
<CAPTION>
AVERAGE PLEXUS EXCHANGE DOLLAR VALUE OF
STOCK PRICE RATE PLEXUS SHARES
-------------- -------- ---------------
<S> <C> <C> <C>
$25.00................................... 0.4444 $11.11
$26.00................................... 0.4444 $11.55
$27.00................................... 0.4444 $12.00
$28.00................................... 0.4286 $12.00
$29.00................................... 0.4138 $12.00
$30.00................................... 0.4 $12.00
$31.00................................... 0.4 $12.40
$32.00................................... 0.4 $12.80
$33.00................................... 0.4 $13.20
$34.00................................... 0.4 $13.60
$35.00................................... 0.4 $14.00
$37.50................................... 0.4 $15.00
$40.00................................... 0.375 $15.00
$42.50................................... 0.3529 $15.00
$45.00................................... 0.3333 $15.00
</TABLE>

Any SeaMED shareholder who elects statutory dissenters' rights under
Washington law, and strictly complies with the law's requirements, will receive
the consideration determined under that procedure instead of the consideration
discussed above. See "Dissenters' Rights of Appraisal".

BACKGROUND OF THE MERGER

The terms of the merger agreement are the result of arm's-length
negotiations between representatives of SeaMED and Plexus. The following is a
brief discussion of the background of these negotiations, the Merger, and
related transactions.

In late 1997, SeaMED approved the adoption of a shareholder rights plan,
more commonly known as a "poison pill," as an anti-takeover device. In
connection with the plan, SeaMED retained U.S. Bancorp Piper Jaffray as its
financial adviser, which provided its services in exchange for the right to be
the SeaMED's financial adviser for certain types of transactions in future
years.

In June 1998, senior management of SeaMED met with senior managers of
Plexus in Minneapolis at an institutional investment conference and had the
opportunity to describe their respective businesses and gain a better
understanding of the other company, but took no further action.

In October 1998, Mr. Berg met with the Chief Executive Officer of Suitor A,
a publicly-traded third party manufacturer, in Salt Lake City, Utah, to discuss
a possible merger between SeaMED and Suitor A. No offer was made by Suitor A.
Mr. Berg reported the inquiry to the SeaMED board of directors but took no
further action.

In December, 1998, investment banking representatives of Suitor B, a
publicly-traded third party manufacturer, contacted Mr. Berg about a possible
acquisition of SeaMED by Suitor B and made a presentation on Suitor B at
SeaMED's offices. Mr. Berg proceeded with additional discussions and requested
that the representatives of Suitor B direct its inquiries to SeaMED's
representatives at

21
<PAGE> 24

U.S. Bancorp Piper Jaffray. Mr. Berg also authorized U.S. Bancorp Piper Jaffray
to contact other selected parties.

During late December, 1998 and early January, 1999, investment bankers at
U.S. Bancorp Piper Jaffray who were acting on behalf of SeaMED received calls
from other investment bankers at U.S. Bancorp Piper Jaffray concerning Plexus'
interest in discussing a combination with SeaMED, and encouraged a meeting
between SeaMED and Plexus.

U.S. Bancorp Piper Jaffray contacted Suitor C and arranged a meeting with
SeaMED. Suitor B and Suitor C executed nondisclosure agreements with SeaMED on
January 6 and 11, respectively. On January 5, 1999, Mr. Berg and Mr. Rampy,
representatives of U.S. Bancorp Piper Jaffray and executives of Suitor C, a
publicly-traded third party manufacturer, met to discuss a potential business
combination. During that meeting, Suitor C indicated its interest in acquiring
SeaMED subject to due diligence. Suitor C gave no indication of value at such
meeting. On January 7, Suitor C provided to U.S. Bancorp Piper Jaffray a
nonbinding indication of interest, again without giving any indication of value.
U.S. Bancorp Piper Jaffray presented such indication of interest to management
of SeaMED on the same day.

On January 11, SeaMED engaged U.S. Bancorp Piper Jaffray exclusively to
explore various strategic alternatives for SeaMED involving the acquisition of
15% or more of SeaMED's equity or assets by a third party. The engagement letter
prohibited U.S. Bancorp Piper Jaffray from representing any other party to a
transaction with SeaMED.

During the rest of January, senior management of SeaMED met with executives
of Suitor C on January 12 and executives of Suitor B on January 19 for limited
due diligence. On January 19, Suitor C indicated to U.S. Bancorp Piper Jaffray
that they were willing to proceed but had not settled on a valuation of SeaMED.

On January 19, Mr. Berg met with Suitor B and its representatives in Salt
Lake City. On January 30, management and representatives of Suitor B met with
the senior management of SeaMED in order for Suitor B to perform preliminary due
diligence on SeaMED. On February 1, Suitor B informed U.S. Bancorp Piper Jaffray
that it had no further interest in a transaction with SeaMED and would not make
an offer.

On January 27, U.S. Bancorp Piper Jaffray received a nonbinding written
proposal from Suitor C for a stock-for-stock exchange of Suitor C shares for
SeaMED shares. Suitor C revised that proposal over the following two weeks in
response to comments from SeaMED given through U.S. Bancorp Piper Jaffray.

On February 2, while on a trip to New York City, Mr. Berg and Mr. Rampy met
with representatives of Needham & Company, Inc. on behalf of Plexus to discuss
the possibility of an acquisition.

On February 8, John Nussbaum, President and Chief Operating Officer of
Plexus, Thomas Sabol, Chief Financial Officer of Plexus, and Dean Foate,
President, Technical Group, Inc., Plexus' engineering subsidiary, and
representatives of Needham & Company, Inc. met in Kirkland, Washington with
Messrs. Berg and Rampy and representatives of U.S. Bancorp Piper Jaffray to
discuss SeaMED and its operations.

On February 12, officers of SeaMED with engineering and FDA
responsibilities met with Plexus management at Plexus' headquarters in Neenah,
Wisconsin to further discuss operations. On February 15, Messrs. Berg, Rampy and
Don Rich, SeaMED's chief operating officer, met with Mr. Nussbaum and other
Plexus and Needham & Company, Inc. representatives in Neenah. The parties
discussed various operational issues and SeaMED representatives toured Plexus'
plants.

22
<PAGE> 25

On February 15, 1999, Plexus delivered to SeaMED, through U.S. Bancorp
Piper Jaffray, a term sheet from Plexus for a stock-for-stock exchange of Plexus
shares for SeaMED shares.

On February 15, SeaMED's board of directors met by conference call with
U.S. Bancorp Piper Jaffray and SeaMED's outside legal counsel to discuss the
potential offers for SeaMED. In addition, U.S. Bancorp Piper Jaffray reviewed
materials on SeaMED's current stock valuation and trading market and reviewed
information concerning the outstanding proposals. The board of directors
authorized management to negotiate a definitive agreement with Suitor C, subject
to approval by the board of directors.

After the board meeting, U.S. Bancorp Piper Jaffray informed a
representative of Needham & Company, Inc. that, in the view of the SeaMED board,
the Plexus proposal was inferior compared to other proposals. U.S. Bancorp Piper
Jaffray also contacted Suitor C and advised them that SeaMED's board would
require revisions to their proposal.

On February 17, both Plexus and Suitor C revised their respective
proposals. On the same day, February 17, SeaMED instructed U.S. Bancorp Piper
Jaffray to disclose to Plexus and Suitor C that certain SeaMED customers would
be delaying projects, which delays would cause a material decline in SeaMED's
revenues and earnings during the next two quarters. U.S. Bancorp Piper Jaffray
relayed the information that day and scheduled meetings to discuss the
information.

On February 23, management of SeaMED met with Suitor C at their facilities
and described the customer contract delays and the impact on SeaMED. On February
24, SeaMED received a revised indication of interest from Suitor C.

On February 25 and 26, management of SeaMED met with Mr. Sabol and other
management of Plexus at a hotel in Kirkland to discuss the customer contract
delays and the impact on SeaMED. On February 25, Mr. Sabol reconfirmed Plexus'
proposal, without any price adjustment or exchange ratio adjustment. On February
26, Plexus proposed in a written nonbinding term sheet an exchange ratio of .425
share of Plexus for each share of SeaMED. SeaMED shareholders would receive a
minimum value of $12.50 and a maximum value of $13.89, with the ability of
either party to terminate the transaction if Plexus' stock was below $27.00.

That evening, U.S. Bancorp Piper Jaffray informed Suitor C that, in the
view of the SeaMED board, SeaMED had received a financially superior proposal to
that of Suitor C that required SeaMED to respond by March 1.

On February 27, Messrs. Berg and Rampy discussed with Mr. Asen and
representatives of U.S. Bancorp Piper Jaffray the revised proposals in light of
SeaMED's customer contract delays. That afternoon, U.S. Bancorp Piper Jaffray
contacted Needham & Company, Inc. to discuss revisions to the Plexus proposal.
U.S. Bancorp Piper Jaffray also contacted Suitor C and reiterated the March 1
deadline.

On March 1, Plexus revised its proposal to shorten the exclusive period for
negotiations. On the same day, Suitor C orally improved its proposal but it
remained financially inferior to the proposal from Plexus.

On March 1, SeaMED management and representatives of U.S. Bancorp Piper
Jaffray held a conference call with the SeaMED executive committee to discuss
the relative benefits of the two proposals. Based on a financially superior
price and the strategic fit of the two companies, the executive committee
decided to proceed with a merger with Plexus. Later that day, U.S. Bancorp Piper
Jaffray informed Plexus that SeaMED was willing to sign a term sheet on the
terms discussed, and subsequently informed Suitor C.

On March 1 and 2, the parties negotiated the specific terms of a nonbinding
term sheet, including specifically the terms of the exclusive period during
which SeaMED would not consider any
23
<PAGE> 26

other offer. On March 2, the parties reached agreement and signed a nonbinding
term sheet including exclusivity provisions.

Beginning March 4 and continuing until March 15, Plexus and its outside
accountants, PricewaterhouseCoopers, and its investment advisors, Needham &
Company, Inc., met with management of SeaMED and its outside accountants, Ernst
& Young LLP, primarily at the offices of SeaMED's outside counsel, Preston Gates
& Ellis LLP, to perform due diligence on SeaMED's business operations. On March
7, Plexus provided to SeaMED and its counsel a draft merger agreement. The
parties negotiated changes and revisions to the draft merger agreement up until
execution.

On March 10, the SeaMED board of directors met by conference call to
receive a report on the progress of the due diligence meetings and to discuss
the draft definitive agreement proposed by Plexus' outside counsel.

On March 12 and 13, Messrs. Nussbaum and Sabol met with management of
SeaMED to permit SeaMED to perform due diligence on Plexus' business plans and
operations.

On March 15, Plexus informed SeaMED and U.S. Bancorp Piper Jaffray of
several outstanding due diligence issues. Later that same day, Plexus informed
SeaMED and U.S. Bancorp Piper Jaffray that it had concluded, based on its due
diligence, that it was unwilling to proceed with the merger unless there was a
price adjustment to Plexus' proposal. Plexus proposed that the exchange ratio be
reduced from .425 to .40, and adjusted the range of the per share value to
SeaMED shareholders. SeaMED proposed revisions, including increasing the minimum
value to SeaMED shareholders to $12, and increasing the maximum value to $15,
effectively increasing the potential upside to SeaMED shareholders depending on
Plexus' stock price. Plexus and SeaMED management agreed to the proposal,
subject to the approval of their respective boards of directors.

Later that evening, the SeaMED board of directors met to discuss the
proposed transaction, hear a presentation from Plexus on its business and
prospects, listen to U.S. Bancorp Piper Jaffray's presentation concerning its
financial analysis relating to the fairness of the consideration to be received
by SeaMED shareholders in the proposed merger, and hear a description of the
proposed transaction from SeaMED's outside legal counsel. SeaMED's board of
directors deferred any action until March 16.

On March 16, the Plexus board of directors met to discuss the proposed
transaction and, after hearing presentations from Plexus management and the
advice of its investment advisor, Needham & Company, Inc., unanimously approved
the proposed merger. On March 16, SeaMED's board of directors met by conference
call to discuss the proposed merger. After reviewing the proposed terms and the
fairness opinion delivered by U.S. Bancorp Piper Jaffray that the consideration
to be received in the proposed merger was fair, from a financial point of view,
to SeaMED's shareholders, the SeaMED board of directors approved the proposed
merger and recommended it for approval to its shareholders. That same day,
SeaMED and Plexus executed the merger agreement attached as Appendix A.

SEAMED'S REASONS FOR THE MERGER

The SeaMED board:

- approved and adopted the merger agreement;
- determined that the merger is fair to, and in the best interests of,
SeaMED and its shareholders; and
- unanimously recommends that holders of shares of SeaMED common stock vote
FOR approval of the merger agreement.

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<PAGE> 27

In reaching its conclusions, the SeaMED board considered many factors.
Material factors, which were the primary ones considered, were:

- increase shareholder value for SeaMED shareholders at a premium over the
SeaMED market price;
- provide SeaMED with a greater financial and operational base to expand
its operations;
- the ability to use Plexus' larger size and established reputation to win
contracts for larger and more complex medical devices;
- provide SeaMED with access to Plexus' greater sales and marketing
capabilities;
- provide SeaMED shareholders the opportunity to continue their investment
through a tax-free exchange; and
- gain the benefits of Plexus' more sophisticated systems and experience in
contract manufacturing.

The discussion of the information and factors considered by the SeaMED
board is not intended to be exhaustive. In view of the variety of factors
considered in connection with its evaluation of the merger, the SeaMED board did
not find it practicable to and did not quantify or otherwise assign relative
weights to the specific factors considered in reaching its determination. In
addition, individual members of the SeaMED board may have given different
weights to different factors. For a discussion of the interests of certain
members of SeaMED's management and SeaMED's board in the merger, see "Interests
of Officers and Directors in the Merger."

THE SeaMED BOARD UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF SeaMED COMMON
STOCK VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT.

PLEXUS' REASONS FOR THE MERGER

From Plexus' perspective the merger would:

- Expand Plexus' medical engineering and manufacturing capabilities into
Class III and PMA devices;
- Increase the size of Plexus' medical electronics business;
- Provide Plexus with significant capabilities in the design and
manufacturing of complex higher-level assemblies and full box-build
devices;
- Provide Plexus with an engineering and manufacturing west-coast presence;
- Expand Plexus' product development engineering base;
- Provide Plexus with an experienced management team; and
- Increase Plexus' revenue and customer base.

The Plexus board has unanimously approved the merger agreement.

INTERESTS OF OFFICERS AND DIRECTORS IN THE MERGER

In considering the recommendation of the merger by the SeaMED board, the
shareholders of SeaMED should be aware that some directors and executive
officers of SeaMED have certain interests in the consummation of the merger
other than solely as holders of SeaMED common stock that are described below.

Conversion of Stock Options. SeaMED directors have options to purchase a
total of 105,776 shares of SeaMED common stock, and non-director executive
officers have options for an additional 30,512 shares. Certain of these
directors and non-director executive officers hold options to purchase shares
under SeaMED's 1988 Stock Option Plan. As is the case with all other option
holders under the 1988 plan, these persons will have the opportunity under the
plan to exercise their options in full, whether vested or unvested, prior to the
merger. Similarly, certain directors and non-director executive officers who
hold options under SeaMED's 1995 Employee Stock Option and Incentive

25
<PAGE> 28

Plan have stock option agreements which contain accelerated purchase rights.
These rights are virtually identical to those of option holders under the 1988
plan. As a result, these persons will be able to exercise their options in full,
whether vested or unvested, prior to the merger. As a result of these
accelerated purchase rights, a total of an additional 53,198 otherwise unvested
shares may be purchased by the following directors and non-director executive
officers, as follows:

<TABLE>
<CAPTION>
UNVESTED SHARES
SUBJECT TO
NAME ACCELERATED PURCHASE
---- --------------------
<S> <C>
William H. Gates, Sr. ........................ 4,250
Richard O. Martin, Ph.D. ..................... 4,250
W. Robert Berg................................ 30,000
Edgar F. Rampy................................ 4,016
Donald Rich................................... 2,973
S. Erik Hagstrom.............................. 4,726
Marcia Page................................... 2,983
</TABLE>

All options held by SeaMED's directors and non-director executive officers not
exercised prior to the merger will be converted into options to purchase Plexus
common stock. See "Assumption and Conversion of SeaMED Stock Options" below.

Indemnification. The merger agreement provides that Plexus will indemnify
and hold harmless, to the fullest extent permitted under applicable law, all
present and former employees, agents, directors or officers of SeaMED against
any amounts incurred in connection with any claim, action, suit, proceeding or
investigation arising out of or relating to the transactions described in the
merger agreement or which arise out of or relate to those persons having served
as a committee member, director, officer, employee or agent of SeaMED, or as a
trustee or fiduciary of any employee benefit plan of SeaMED. SeaMED and any
successors will continue to honor the obligations of SeaMED under SeaMED's
articles of incorporation, SeaMED's bylaws and any indemnification agreement
between SeaMED and any of SeaMED's directors and officers existing and in force
as of the date of the merger agreement. In addition, for at least three years
after the merger, Plexus will maintain in effect comparable director's and
officer's insurance covering those persons covered by SeaMED's director's and
officer's insurance as of the date of the merger agreement.

Employment Agreements. Under the merger agreement, it is a condition to
Plexus' obligation to close that SeaMED officers W. Robert Berg, Erik Hagstrom,
Marcia Page, Edgar Rampy and Donald Rich, enter into employment agreements with
SeaMED. The initial annual salaries to be paid under each of these employment
agreements, and the lengths of such agreements, are as follows:

<TABLE>
<CAPTION>
NAME SALARY LENGTH
---- ------ ------
<S> <C> <C>
W. Robert Berg............................. $291,000 3 years
Edgar Rampy................................ $168,000 2 years
Donald Rich................................ $220,000 1 year
Erik Hagstrom.............................. $145,000 1 year
Marcia Page................................ $134,000 1 year
</TABLE>

The agreements will govern the conduct of these officers' employment after the
merger and include provisions which would continue salary for the terms of the
agreement in the event the person is terminated without cause, or resigns with
good reason as defined in the agreements. The agreements also include
restrictions on competition with SeaMED after the termination of employment.

Registration Agreement. Plexus has agreed that it will file a registration
statement covering the resale of Plexus shares being acquired by R. Scott Asen,
a director of SeaMED. Mr. Asen beneficially owns 675,348 shares of SeaMED common
stock. Plexus agreed to this requirement

26
<PAGE> 29

because Mr. Asen will receive more shares of Plexus common stock in the merger
than he could otherwise immediately sell under federal securities laws. The
registration statement would be filed prior to the end of Plexus' fiscal year,
and would end one year after the merger when securities law volume restrictions
would cease. Mr. Asen nonetheless would not be permitted to sell shares prior to
the end of the period restricted by pooling of interests accounting.

See "Other Employee Plans" below regarding certain other arrangements with
respect to other employee plans provided for by the merger agreement.

OPINION OF SeaMED'S FINANCIAL ADVISOR

Pursuant to an engagement letter dated January 11, 1999, SeaMED retained
U.S. Bancorp Piper Jaffray to act as its exclusive financial advisor and, if
requested, to render to the board of directors an opinion as to the fairness,
from a financial point of view, of the consideration to be received by SeaMED
shareholders in the merger.

U.S. Bancorp Piper Jaffray delivered to the board of directors on March 16,
1999 its opinion, as of that date and based upon and subject to the assumptions,
factors and limitations set forth in the written opinion and described below,
the consideration proposed to be received by the SeaMED shareholders in the
proposed merger with Plexus was fair, from a financial point of view, to those
shareholders. A copy of U.S. Bancorp Piper Jaffray's written opinion is attached
to this proxy statement/prospectus as Appendix B and is incorporated into this
proxy statement/prospectus by reference. Shareholders should read the opinion
carefully in its entirety in conjunction with this proxy statement/prospectus
and should carefully consider the assumptions made, matters considered and the
limits of the review by U.S. Bancorp Piper Jaffray.

While U.S. Bancorp Piper Jaffray rendered its opinion and provided certain
analyses to the board of directors, U.S. Bancorp Piper Jaffray was not requested
to and did not make any recommendation to the board of directors as to the
specific form or amount of the consideration to be received by the SeaMED
shareholders in the proposed merger with Plexus, which was determined through
negotiations between SeaMED and Plexus. U.S. Bancorp Piper Jaffray's written
opinion, which was delivered for use and considered by the board of directors,
is directed only to the fairness, from a financial point of view, of the
proposed consideration to be received by the SeaMED shareholders in the proposed
merger. It does not address the value of a share of SeaMED common stock or
Plexus common stock, does not address SeaMED's underlying business decision to
participate in the merger and does not constitute a recommendation to any SeaMED
shareholder as to how a shareholder should vote with respect to the merger.

In arriving at its opinion, U.S. Bancorp Piper Jaffray reviewed, analyzed
and relied upon material relating to the financial and operating condition and
prospects of SeaMED and Plexus and material prepared in connection with the
proposed merger. These materials were:

- a draft of the merger agreement dated March 15, 1999;
- publicly available financial, operating and business information related
to Plexus and to SeaMED;
- publicly available market and securities data of Plexus and of selected
public companies deemed comparable to Plexus;
- analyst reports relating to Plexus;
- analyst reports relating to SeaMED;
- to the extent publicly available, financial information relating to
selected merger transactions deemed comparable to the proposed merger;
- publicly available financial, operating and business information related
to SeaMED;

27
<PAGE> 30

- internal financial information of SeaMED prepared for financial planning
purposes and furnished by SeaMED management; and
- publicly available market and securities data of SeaMED and of selected
public companies deemed comparable to SeaMED.

In addition, U.S. Bancorp Piper Jaffray had discussions with management of
SeaMED concerning the financial condition, current operating results and
business outlook for SeaMED on a stand-alone basis and as a combined company
with Plexus. U.S. Bancorp Piper Jaffray also had discussions with Plexus
concerning the financial conditions, current operating results and business
outlook for Plexus on a stand-alone basis and as a combined company with SeaMED,
and concerning Plexus' plans relating to the combined company.

In delivering its opinion to the board of directors on March 16, 1999, U.S.
Bancorp Piper Jaffray prepared and delivered to the board of directors written
materials containing various analyses and other information material to the
opinion. Here is a summary of the analyses contained in the materials.

Implied Consideration

U.S. Bancorp Piper Jaffray calculated the implied value of the stock
consideration to be received by the SeaMED shareholders for the range of
exchange ratios and share prices of Plexus common stock payable in the merger
pursuant to the merger agreement, as shown in the following table. Implied
consideration values are shown separately for the Plexus closing share price of
$34.19 on March 15, 1999.

<TABLE>
<CAPTION>
PERCENT OWNERSHIP OF
PER SHARE IMPLIED TOTAL IMPLIED VALUE COMBINED COMPANY BY
PLEXUS SHARE PRICE EXCHANGE RATIO VALUE OF CONSIDERATION OF CONSIDERATION SEAMED SHAREHOLDERS
------------------ -------------- ---------------------- ------------------- --------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
less than $27.00..... 0.4444 less than $12.00 less than $68,301 13.4%
$27.00 to $30.00..... 0.4000 to 0.4444 $12.00 $68,301 12.1% to 13.3%
$30.00 to $33.50..... 0.4000 $12.00 to $13.40 $68,301 to $76,376 12.1%
$34.19............... 0.4000 $13.68 $77,962 12.1%
$34.50 to $37.50..... 0.4000 $13.80 to $15.00 $78,683 to $85,657 12.1%
more than $37.50..... less than 0.4000 $15.00 $85,567 less than 12.1%
</TABLE>

SeaMED Market Analysis

U.S. Bancorp Piper Jaffray reviewed the stock trading history and published
analyst estimates of SeaMED common stock. U.S. Bancorp Piper Jaffray indicated
the recent SeaMED common stock trading information contained in the following
table:

<TABLE>
<S> <C>
Closing price on March 15, 1999............................. $ 7.56
30 day average.............................................. 7.76
60 day average.............................................. 8.07
90 day average.............................................. 8.85
52 week high................................................ 18.75
52 week low................................................. 6.88
</TABLE>

U.S. Bancorp Piper Jaffray performed stock price and volume comparisons for
SeaMED common stock and Plexus common stock for the period from September 15,
1998 to March 15, 1999. The average relative price of SeaMED and Plexus common
stock over this period was .4088. The price ratio can be compared to the
exchange ratio in the merger.

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<PAGE> 31

SeaMED Comparable Company Analysis

U.S. Bancorp Piper Jaffray compared financial information and valuation
ratios relating to SeaMED to corresponding data and ratios from seven publicly
traded companies deemed comparable to SeaMED (Colorado MEDtech, Inc., Elamex S A
DE CV, IEC Electronics Corporation, Nam Tai Electronics, Sigmatron International
Inc., Xetel Corporation and Zevex International). This group was selected from
companies that are in the electronics manufacturing services industry and have
last twelve months net sales below $200 million.

For purposes of its analysis, U.S. Bancorp Piper Jaffray calculated a range
of SeaMED company values (consisting of equity value plus debt less cash) and
equity values based on selected implied share values of Plexus common stock
payable in the merger within the collar indicated by the merger agreement
($12.00 to $15.00) as well as based on the Plexus closing stock price on March
15, 1999.

This analysis produced multiples of selected valuation data as follows:

<TABLE>
<CAPTION>
SEAMED COMPARABLE COMPANIES
------------------------ ---------------------
$12.00 $13.68 $15.00 MEDIAN HIGH LOW
------ ------ ------ ------ ---- ---
<S> <C> <C> <C> <C> <C> <C>
Company value/latest twelve months
revenue............................... 0.8x 1.0x 1.1x 0.3x 2.2x 0.1x
Company value/latest twelve months
EBIT.................................. 9.9x 11.4x 12.6x 11.0x 14.9x 2.3x
Company value/latest twelve months
EBITDA................................ 7.4x 8.6x 9.4x 4.3x 12.9x 1.7x
Equity value to latest twelve months net
income................................ 15.8x 18.0x 19.7x 18.5x 48.1x 7.0x
Equity value to estimated calendar 1999
net income (analyst estimates)........ 16.0x 18.2x 20.0x 11.8x 20.8x 5.0x
Equity value to estimated calendar 1999
net income (management estimates)..... 31.6x 36.0x 39.5x -- -- --
</TABLE>

Comparable Transaction Analysis

U.S. Bancorp Piper Jaffray reviewed merger and acquisition transactions
that it deemed comparable to the merger. It selected these transactions by
searching SEC filings, public company disclosures, press releases, industry and
popular press reports, databases and other sources and by applying the following
criteria:

- transactions that were announced or completed between January 1, 1996 and
March 15, 1999;
- transactions in which the acquiring company purchased at least 50% of the
target with cash and/or stock;
- transactions in which the target company operates in the electronics
manufacturing industry with Standard Industrial Classification Codes
similar to SeaMED's; and
- transactions in which the target company has a company value less than
$250 million.

Specifically, U.S. Bancorp Piper Jaffray analyzed twelve transactions that
satisfied the criteria, and compared the resulting multiples of selected
valuation data to multiples for SeaMED derived from implied SeaMED company and
equity values based on the range of selected implied share

29
<PAGE> 32

values of Plexus common stock payable in the merger as indicated above under
SeaMED Comparable Company Analysis. The parties to the twelve transactions were:

<TABLE>
<CAPTION>
ACQUIROR TARGET
-------- ------
<S> <C>
Celestica, Inc. (Onex Corp.)............ International Manufacturing Services,
Inc.
Tyco International Ltd.................. Sigma Circuits, Inc.
Applied Power Inc....................... VERO Group plc.
Unitrode Corp........................... BENCHMARQ Microelectronics, Inc.
Hadco Corporation....................... Continental Circuits Corp.
Benchmark Electronics, Inc.............. Lockheed Martin-Commercial Launch
Services, Inc.
Applied Power Inc....................... AA Manufacturing, Inc.
Viasystems Group, Inc................... Forward Group PLC
Applied Power Inc....................... Versa Technologies, Inc.
Tyco International Ltd.................. ElectroStar, Inc.
Viasystems Group, Inc................... Circo Craft Co. Inc.
Applied Power Inc....................... Everest Electronic Equipment, Inc.
</TABLE>

<TABLE>
<CAPTION>
SEAMED COMPARABLE TRANSACTIONS
-------------------------- -----------------------------
$12.00 $13.68 $15.00 MEDIAN MEAN LOW HIGH
------ ------ ------ ------ ---- --- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Company value/latest twelve months
revenue at December 31, 1998......... 0.8x 1.0x 1.1x 1.2x 1.3x 0.4x 3.2x
Company value/latest twelve months
revenue at March 31, 1999(1)......... 0.9x 1.0x 1.1x -- -- -- --
Company value/latest twelve months EBIT
at December 31, 1998................. 9.9x 11.4x 12.6x 15.3x 13.4x 6.2x 16.3x
Company value/latest twelve months EBIT
at March 31, 1999(1)................. 12.8x 14.8x 16.3x -- -- -- --
Equity value to latest twelve months
net income at December 31, 1998...... 15.9x 18.1x 19.9x 22.8x 21.3x 8.6x 29.5x
Equity value to latest twelve months
net income at March 31, 1999(1)...... 20.5x 23.4x 25.7x -- -- -- --
</TABLE>

- ---------------
(1) Financial data based on internal SeaMED management estimates.

Premiums Paid Analysis

U.S. Bancorp Piper Jaffray reviewed publicly available information for
selected completed acquisition transactions fulfilling the criteria used for the
Comparable Transaction Analysis described above and involving acquisitions of
public companies. U.S. Bancorp Piper Jaffray performed its analysis on eight
transactions that satisfied the criteria, which involved the following
companies:

<TABLE>
<CAPTION>
ACQUIROR TARGET
-------- ------
<S> <C>
Celestica, Inc. (Onex Corp.)........ International Manufacturing Services Inc.
Tyco International Ltd. ............ Sigma Circuits, Inc.
Applied Power Inc. ................. VERO Group plc.
Unitrode Corp. ..................... BENCHMARQ Microelectronics, Inc.
Hadco Corporation................... Continental Circuits Corp.
Applied Power Inc. ................. Versa Technologies, Inc.
Tyco International Ltd. ............ ElectroStar, Inc.
Viasystems Group, Inc. ............. Circo Craft Co. Inc.
</TABLE>

The table below shows a comparison of the premiums paid in those
transactions to the premium that would be paid to SeaMED shareholders based on
the range of selected implied share values of

30
<PAGE> 33

Plexus common stock payable in the merger as indicated above under SeaMED
Comparable Company Analysis. The premium calculations for SeaMED stock is based
upon a SeaMED stock price of $7.69 on March 8, 1999 (one week prior to the
calculation date) and of $8.00 on February 12, 1999 (four weeks prior to the
calculation date).

<TABLE>
<CAPTION>
IMPLIED PREMIUM
----------------------------------------------------------
SEAMED COMPARABLE TRANSACTIONS
PERIOD PRIOR TO ------------------------ -------------------------------
TRANSACTION ANNOUNCEMENT $12.00 $13.68 $15.00 MEDIAN MEAN HIGH LOW
------------------------ ------ ------ ------ ------ ---- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Four weeks before announcement.......... 50.0% 70.9% 87.5% 62.6% 49.1% 75.0% 10.9%
One week before announcement............ 56.1% 77.9% 95.1% 45.6% 54.5% 160.4% 10.2%
</TABLE>

Contribution Analysis

U.S. Bancorp Piper Jaffray analyzed the hypothetical pro forma contribution
of SeaMED to the combined company for the years ending December 31, 1999 and
2000. For these periods, U.S. Bancorp Piper Jaffray analyzed SeaMED's expected
contribution to revenue, gross profit, operating income and pre-tax income of
the combined company and compared it to the estimated range of percentages of
the combined company that would be owned by current SeaMED shareholders after
the merger. Based on the range of exchange ratios within the collar described
above under Implied Consideration, U.S. Bancorp Piper Jaffray estimated that
current SeaMED shareholders would own between 12.1% and 13.3% of the combined
company after the merger.

<TABLE>
<CAPTION>
ESTIMATED PRO FORMA CONTRIBUTION
OF SEAMED TO COMBINED COMPANY
------------------------------------
1999 ESTIMATE(1) 2000 ESTIMATE(1)
---------------- ----------------
<S> <C> <C>
Revenue......................................... 12.5% 13.6%
Gross profit.................................... 12.5% 16.8%
Operating income................................ 7.2% 14.2%
Pre-tax income.................................. 7.1% 13.8%
</TABLE>

- ---------------
(1) Estimated financial data for SeaMED is based on internal SeaMED management
estimates. Estimated financial data for Plexus is based on composite analyst
estimates.

SeaMED Discounted Cash Flow Analysis

U.S. Bancorp Piper Jaffray performed a discounted cash flow analysis for
SeaMED in which it calculated the present value of the projected future cash
flows of SeaMED using internal financial planning data prepared by SeaMED
management. U.S. Bancorp Piper Jaffray estimated a range of theoretical values
for SeaMED based on the net present value of its implied annual cash flows and a
terminal value for SeaMED in 2003 calculated based upon a multiple of operating
income. U.S. Bancorp Piper Jaffray applied a range of discount rates of 20% to
30% and a range of terminal value multiples of 8.0x to 10.0x of forecasted 2003
EBIT. This analysis yielded the following results:

<TABLE>
<S> <C>
PER SHARE EQUITY VALUE OF SeaMED
Low......................................................... $ 9.27
Mid......................................................... 11.99
High........................................................ 15.51
AGGREGATE EQUITY VALUE OF SeaMED
(IN THOUSANDS)
Low......................................................... $52,549
Mid......................................................... 68,252
High........................................................ 88,652
</TABLE>

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<PAGE> 34

Analysis of Plexus Common Stock

U.S. Bancorp Piper Jaffray reviewed general background information
concerning Plexus, including publicly available analyst estimates and ratings of
Plexus common stock, the price performance of Plexus common stock over the
previous twelve months relative to Nasdaq and to two comparable company groups
and the stock price and volume over the previous twelve months. U.S. Bancorp
Piper Jaffray also reviewed the stock trading history of Plexus common stock at
the dates or for the periods indicated below.

<TABLE>
<S> <C>
Closing price on March 15, 1999............................. $34.19
30 day average.............................................. 33.77
60 day average.............................................. 35.78
90 day average.............................................. 34.90
52 week high................................................ 40.25
52 week low................................................. 13.75
</TABLE>

In addition, U.S. Bancorp Piper Jaffray compared selected financial data
and ratios for Plexus to the corresponding data and ratios for a group of four
companies deemed comparable to Plexus (Act Manufacturing, Benchmark Electronics,
CMC Industries and EFTC Corporation). This group was selected from companies in
the electronics manufacturing services industry that have latest twelve month
net sales between $200 million and $900 million. The Plexus stock price used in
the calculations was its closing price of $34.19 on March 15, 1999.

This analysis produced multiples of selected valuation data as follows:

<TABLE>
<CAPTION>
PLEXUS COMPARABLE COMPANIES
------ ------------------------
MEDIAN HIGH LOW
------ ---- ---
<S> <C> <C> <C> <C>
Company value/latest twelve months revenues................. 1.3x 0.6x 0.7x 0.2x
Company value/latest twelve months EBIT(1).................. 15.9x 12.3x 12.3x 12.3x
Equity value to latest twelve months earnings(1)............ 25.5x 22.2x 22.2x 22.2x
Equity value to estimated calendar 1999 earnings (analyst
estimates)................................................ 21.2x 17.0x 25.0x 16.6x
</TABLE>

- ---------------
(1) Only one of the comparable companies had meaningful data for purposes of
this calculation.

In reaching its conclusion as to the fairness of the merger consideration
and in its presentation to the board of directors, U.S. Bancorp Piper Jaffray
did not rely on any single analysis or factor described above, assign relative
weights to the analyses or factors considered by it, or make any conclusion as
to how the results of any given analysis, taken alone, supported its opinion.
The preparation of a fairness opinion is a complex process and not necessarily
susceptible to partial analysis or summary description. U.S. Bancorp Piper
Jaffray believes that its analyses must be considered as a whole and that
selection of portions of its analyses and of the factors considered by it,
without considering all of the factors and analyses, would create a misleading
view of the processes underlying the opinion.

The analyses of U.S. Bancorp Piper Jaffray are not necessarily indicative
of actual values or future results, which may be significantly more or less
favorable than suggested by the analyses. Analyses relating to the value of
companies do not purport to be appraisals or valuations or necessarily reflect
the price at which companies may actually be sold. No company or transaction
used in any analysis for purposes of comparison is identical to SeaMED, Plexus
or the merger. Accordingly, an analysis of the results of the comparisons is not
mathematical; rather, it involves complex considerations and judgments about
differences in the companies to which SeaMED and Plexus were compared and other
factors that could affect the public trading value of the companies.

For purposes of its opinion, U.S. Bancorp Piper Jaffray relied upon and
assumed the accuracy, completeness and fairness of the financial statements and
other information provided to it by
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<PAGE> 35

SeaMED and Plexus and otherwise made available to it and did not assume
responsibility for the independent verification of that information. Information
prepared for financial planning purposes was not prepared with the expectation
of public disclosure. U.S. Bancorp Piper Jaffray relied upon the assurances of
the management of SeaMED and Plexus that the information provided to it by
SeaMED and Plexus was prepared on a reasonable basis, that the financial
planning data and other business outlook information reflects the best currently
available estimates of management, and that management was not aware of any
information or facts that would make the information provided to U.S. Bancorp
Piper Jaffray incomplete or misleading.

For purposes of its opinion, U.S. Bancorp Piper Jaffray assumed that the
final form of the merger agreement would be substantially similar to the last
draft it reviewed, without modification or waiver of material terms or
conditions by Plexus or SeaMED. In addition, U.S. Bancorp Piper Jaffray assumed
that the merger will constitute a "reorganization" within the meaning of Section
368(a) of the Internal Revenue Code and that it would be accounted for as a
pooling of interests under GAAP. U.S. Bancorp Piper Jaffray also assumed that,
in the course of obtaining the necessary regulatory approvals for the merger
transaction, no restrictions, including any divestiture requirements, will be
imposed that would have a material adverse effect on the contemplated benefits
of the transaction.

In arriving at its opinion, U.S. Bancorp Piper Jaffray did not perform any
appraisals or valuations of any specific assets or liabilities of SeaMED or
Plexus, and was not furnished with any such appraisals or valuations. U.S.
Bancorp Piper Jaffray analyzed SeaMED as a going concern and accordingly
expressed no opinion as to the liquidation value of any entity. U.S. Bancorp
Piper Jaffray expressed no opinion as to the price at which shares of SeaMED or
Plexus common stock have traded or at which the shares of SeaMED, Plexus or the
combined company may trade at any future time, or the effect changes in the
Plexus stock price may have on the fairness of the merger consideration proposed
to be paid pursuant to the merger agreement. The opinion is based on information
available to U.S. Bancorp Piper Jaffray and the facts and circumstances as they
existed and were subject to evaluation on the date of the opinion. Events
occurring after that date could materially affect the assumptions used in
preparing the opinion. U.S. Bancorp Piper Jaffray has not undertaken to and is
not obligated to affirm or revise its opinion or otherwise comment on any events
occurring after the date it was given.

U.S. Bancorp Piper Jaffray, as a customary part of its investment banking
business, evaluates businesses and their securities in connection with mergers
and acquisitions, underwritings and secondary distributions of securities,
private placements and valuations for estate, corporate and other purposes. The
board of directors selected U.S. Bancorp Piper Jaffray because of its expertise,
reputation and familiarity with the healthcare services industry in general and
with SeaMED in particular. In the ordinary course of its business, U.S. Bancorp
Piper Jaffray and its affiliates may actively trade securities of SeaMED or
Plexus for their own accounts or the accounts of their customers and,
accordingly, may at any time hold a long or short position in those securities.
U.S. Bancorp Piper Jaffray acted as lead managing underwriter for the initial
public offering of SeaMED's common stock, and also provides analyst coverage for
both SeaMED and Plexus.

Under the terms of the engagement letter dated January 11, 1999, SeaMED has
agreed to pay U.S. Bancorp Piper Jaffray a fee equal to 2% of the aggregate
consideration paid to SeaMED or its shareholders in connection with the merger
for its financial advisory services rendered in connection with the merger
transaction, and the minimum fee payable is $500,000. SeaMED has agreed to pay
U.S. Bancorp Piper Jaffray $250,000 for rendering its opinion, which will be
credited against payment of the fee for financial advisory services. The
contingent nature of the financial advisory fee may have created a potential
conflict of interest in that SeaMED would be unlikely to consummate the merger
unless it had received the opinion of U.S. Bancorp Piper Jaffray. Whether or not
the merger is consummated, SeaMED has agreed to pay the reasonable out-of-pocket
expenses of U.S. Bancorp

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<PAGE> 36

Piper Jaffray up to $40,000 and to indemnify U.S. Bancorp Piper Jaffray against
liabilities incurred. These liabilities include liabilities under the federal
securities laws in connection with the engagement of U.S. Bancorp Piper Jaffray
by the board of directors.

ASSUMPTION AND CONVERSION OF SeaMED STOCK OPTIONS

SeaMED has three different stock option plans under which it has granted
options to its officers, directors, and employees to purchase shares of SeaMED
common stock.

Holders of options under the 1988 Stock Option Plan will have the
opportunity to purchase any or all of their optioned shares, whether vested or
unvested, during the period commencing 27 days and ending 7 days prior to the
scheduled effective date of the merger. Holders' options granted before January
1997 under the 1995 Employee Stock Option Plan also have similar rights.

Options under all three plans that are not exercised and remain outstanding
at the effective time of the merger will be assumed by Plexus and, following the
effective time, will be exercisable upon the same terms and conditions as such
options were exercisable prior to the merger, with the exception that the
exercise price and the number of shares of Plexus common stock that can be
purchased upon exercise of the options will be revised to reflect conversion of
the options on the same basis as shares of SeaMED common stock are converted
into shares of Plexus common stock in the merger. As promptly as practicable
after the effective time of the merger, Plexus will provide each holder of a
SeaMED option a written statement informing such holder of the assumption by
Plexus of such options.

OTHER EMPLOYEE PLANS

Under the merger agreement, Plexus has agreed that options to purchase
shares of SeaMED common stock will be converted into options to purchase Plexus
common stock. See "Interests of Officers and Directors in the Merger --
Conversion of Stock Options" above.

Plexus has also agreed that SeaMED employees will receive benefits that are
substantially similar to those which Plexus provides to its similarly situated
employees. SeaMED employees will also receive prior service credit as if they
had been employed by Plexus for the period in which they had been employed by
SeaMED. The merger agreement provides, however, that these provisions do not
require Plexus or SeaMED to continue any specific plans or benefits, or confer
any specific rights on particular employees.

Plexus has also agreed that if the employment of any SeaMED employee is
terminated without cause as a result of the merger within one year of the
merger, each employee will receive severance pay equal to one week base salary
for each year of prior service with SeaMED, plus one additional month of his or
her base salary. Severance will not be paid if an employee fails or refuses to
follow the reasonable policies and directives of Plexus, fails to perform the
employees duties in good faith, or commits an act involving theft, dishonesty or
crime.

The merger agreement contemplates that all existing rights to purchase
SeaMED stock under SeaMED's 1996 Employee Stock Purchase Plan will continue in
effect until May 31, 1999. As required by the merger agreement, however,
SeaMED's Board has taken steps to suspend the plan so that no further purchase
rights will be granted after that time. If the merger is completed, SeaMED's
Stock Purchase Plan will be terminated.

MANAGEMENT AND OPERATIONS OF SeaMED AFTER THE MERGER

When the merger is effective, SeaMED will become a wholly owned subsidiary
of Plexus. The directors and officers of PS Acquisition Corp. immediately prior
to the merger, who are officers of Plexus, will be the directors and officers of
the surviving corporation. In addition, Plexus will appoint

34
<PAGE> 37

other persons to be officers of SeaMED following the merger; Plexus expects that
these will include current SeaMED officers. Because SeaMED will be a corporation
wholly owned by Plexus, Plexus will have the power to elect to change directors,
and select and change officers, as it believes appropriate.

Plexus currently intends that SeaMED will continue operations in the
Seattle area. Plexus intends to operate SeaMED as a separate profit center to
design, engineer and manufacture medical and commercial products. For at least
one year, SeaMED will use a blended name incorporating the names of both SeaMED
and Plexus. Plexus has stated that it has no current plans to relocate SeaMED
operations, and has agreed that it will use its reasonable business efforts to
maintain SeaMED's operations in the Seattle metropolitan area for at least three
years after the merger. The parties have acknowledged that the timing and
location of any relocations could be affected by various factors.

The parties expect that the merger will become effective shortly after the
special meeting. The merger will be legally completed by the filing of articles
of merger with the Secretary of State of Washington. The filing of the articles
of merger will occur as soon as practicable following the satisfaction or waiver
of the conditions set forth in the merger agreement. See "Conditions to the
Merger" below.

CONDUCT OF BUSINESS PENDING THE MERGER

In the merger agreement, SeaMED has agreed, pending consummation of the
merger, unless otherwise consented to in writing by Plexus, that it will, among
other things:

- carry on its business in the regular course;
- not do any act or omit to do any act which will cause a material breach
of any identified contracts to which SeaMED is a party;
- not change compensation or benefits, except for ordinary raises;
- not incur any indebtedness;
- use reasonable best efforts to preserve its business organization intact,
to retain the services of its present officers and key employees and to
preserve the goodwill of suppliers, customers, creditors and others
having business relationships with it; and
- not issue any additional shares of stock except under outstanding
options, or grant any options, or declare or pay any dividend. However,
SeaMED may grant options for up to 16,000 shares in each quarter,
consistent with past practices, but only if consistent with
pooling-of-interests accounting.

REPRESENTATIONS, WARRANTIES AND COVENANTS

The merger agreement contains various customary representations and
warranties for a transaction of this kind by Plexus and SeaMED. They include,
among other things:

- the organization, existence, and corporate power and authority, and
capitalization of each of the companies;
- the absence of conflicts with and violations of law and various
documents, contracts and agreements;
- the absence of any development materially adverse to the companies;
- the absence of adverse material litigation;
- accuracy of reports and financial statements filed with the Securities
and Exchange Commission;
- the accuracy and completeness of the statements of fact made in the
merger agreement;
- Year 2000 compliance with respect to both parties;
- matters relating to customer retention by both parties;
35
<PAGE> 38

- SeaMED's title to its assets;
- the existence, performance and legal effect of certain contracts to which
SeaMED is a party;
- no violations of law by either party;
- the filing of tax returns, payment of taxes and other tax matters with
respect to SeaMED;
- labor and employee benefit matters, with respect to SeaMED;
- compliance with applicable environmental and tax laws, with respect to
SeaMED; and
- approval of the merger by the SeaMED board under the SeaMED shareholder
rights plan and appropriate provisions of Washington law.

In addition to the covenants described under "Conduct of Business Pending
the Merger," the merger agreement contains various other customary covenants,
including, among other things, access to information, each party's efforts to
cause its representations and warranties to be true and correct on the closing
date; and each party's agreement to use its reasonable best efforts to cause the
merger to qualify for pooling-of-interests accounting treatment and as a
tax-free reorganization.

All representations, warranties and covenants of the parties, other than
the covenants in specified sections which relate to continuing matters,
terminate upon the merger.

CONDITIONS TO THE MERGER

The respective obligations of Plexus and SeaMED to complete the merger are
subject to various conditions prior to the merger. The conditions include the
following:

- the performance of and compliance by the parties with their obligations
under the merger agreement;
- the absence of any litigation in which the merger is restrained or
enjoined;
- the accuracy of the representations and warranties of the parties made in
the merger agreement;
- from the date of the merger agreement to the merger, there shall not have
occurred any material adverse change of Plexus or SeaMED;
- the approval of the merger agreement by the shareholders of SeaMED;
- as a condition to SeaMED's obligations, the receipt of the tax opinion
that has been delivered by its counsel Preston Gates & Ellis LLP;
- as a condition to the obligations of Plexus, the receipt of a
pooling-of-interests letters from PricewaterhouseCoopers LLP and Ernst &
Young LLP;
- redemption by SeaMED of its outstanding rights under the SeaMED
shareholder rights plan;
- obtaining any appropriate third party consents;
- holders of no more than 7.5% of SeaMED shares elect dissenters' rights;
and
- Plexus' average stock price being $27 or greater.

The parties may waive conditions to their obligations unless they are
legally prohibited from doing so. SeaMED shareholder approval and regulatory
approvals may not be legally waived.

NO SOLICITATION; BREAK-UP FEE

The merger agreement required SeaMED to immediately terminate any
discussions with any other parties with respect to any acquisition transactions
with other parties.

The merger agreement further restricts the circumstances under which SeaMED
may provide information to other parties. SeaMED has agreed not to solicit other
offers, and has agreed to only provide further information in limited
circumstances. The circumstances under which SeaMED may provide the information
are: to comply with SEC takeover rules; answering an unsolicited request of
persons meeting specified requirements; engaging in negotiations or discussions
with the person who made a bona fide takeover proposal; or specific actions
following up on such a proposal. In cases

36
<PAGE> 39

where SeaMED is permitted to provide information, it must comply with various
procedures, and consult its attorneys and investment bankers to determine its
fiduciary duty. In addition, before providing information with respect to an
unsolicited proposal, SeaMED is required to obtain a payment of $50,000, which
will be paid to Plexus in the event of a termination of the merger agreement.

To induce Plexus to enter into the merger agreement and to compensate
Plexus for the time and expenses incurred in connection with the merger
agreement and the merger and the losses suffered by Plexus from foregone
opportunities, the merger agreement provides that SeaMED will pay a break-up fee
of $3,200,000 to Plexus if Plexus terminates the merger agreement because
specified actions relating to a possible acquisition transaction with another
party occur and, in some of those circumstances, SeaMED conducts another
transaction within a year of the termination of the merger agreement. The
break-up fee is to be paid in immediately available funds within two business
days after the occurrence of a triggering event. If SeaMED does not pay the
break-up fee when due, the merger agreement provides that the unpaid portion of
the break-up fee will accrue interest until paid in full, and that SeaMED will
pay all costs and expenses of Plexus in connection with any action taken by
Plexus to collect payment if Plexus prevails in that action.

TERMINATION; AMENDMENT; WAIVER

The merger agreement may be terminated prior to the closing, before or
after approval by SeaMED's shareholders, as follows:

- by mutual written agreement of Plexus and SeaMED

- by either Plexus or SeaMED if a court prohibits the merger or if the
merger has not occurred on or before October 31, 1999. However, the right
to terminate at October 31, 1999 is not available to any party whose
failure to fulfill any obligation has caused in the failure to merge
before that date;

- by Plexus if:

- SeaMED materially breaches its representations and warranties in the
merger agreement, if not cured;
- SeaMED fails to perform its agreements and covenants in the merger
agreement;
- SeaMED shareholders do not approve the merger; or
- SeaMED or its board take specified actions which could have the effect
of frustrating the merger; and
- by SeaMED if:

- Plexus materially breaches its representations and warranties in the
merger agreement, if not cured;
- Plexus fails to perform its agreements and covenants in the merger
agreement;
- SeaMED shareholders do not approve the merger agreement; or
- SeaMED, following specified procedures, agrees to another transaction.

Upon termination of the merger agreement by either party, there are no
further obligations of any party to the others except that:

- the obligations of Plexus under the provisions of the merger agreement
regarding expenses and rights on termination will survive;

- the obligations of SeaMED of confidentiality, its obligation to pay the
break-up fee, if payable, described above under "No Solicitation;
Break-up Fee," and its obligations to comply with the provisions of the
merger agreement regarding expenses and rights on termination will
survive; and

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- each party shall retain any and all remedies which it may have for breach
of contract provided by law based on another party's willful failure to
comply with the terms of the merger agreement.

The merger agreement may be amended by the parties at any time before or
after approval of the merger agreement by the SeaMED shareholders. However,
after such approval, no amendment may be made without their approval if it
reduces the exchange rate or materially adversely affects the rights of the
SeaMED shareholders.

The parties may waive any of their conditions to closing, unless they may
not be waived under law.

FEES AND EXPENSES

Except for the filing fee relating to the HSR Act filing, which will be
paid by Plexus, and printing expenses for this proxy statement/prospectus and
the registration statement, and the filing fee relating thereto, which will be
shared equally, Plexus and SeaMED will each pay its own costs and expenses in
connection with the merger agreement and the transactions contemplated thereby.

CONVERSION OF SHARES IN THE MERGER

At the effective time of merger, by virtue of the merger and without any
action on the part of any party:

- each share of common stock of PS Acquisition Corp. will be converted into
one share of SeaMED common stock; and

- each share of SeaMED common stock issued and outstanding (other than
dissenting shares) will be converted into shares of Plexus common stock
at the exchange rate described above, on the terms and conditions set
forth in the merger agreement. However, cash will be paid in lieu of any
fractional share of Plexus common stock.

In all cases, if any SeaMED shareholders exercise and comply with statutory
dissenters' rights, the rights of those shareholders will be determined under
Washington statutes. See "Dissenters' Rights of Appraisal."

After the merger, all shares of SeaMED common stock will no longer be
outstanding and will automatically be cancelled and will cease to exist. Each
holder of a certificate representing shares of SeaMED common stock prior to the
merger will cease to have any rights other than the right to receive the shares
of Plexus common stock into which the shares of SeaMED common stock have been
converted, and cash in lieu of any fractional share of Plexus common stock. See
"Exchange of SeaMED Certificates; No Fractional Shares."

If there is a reclassification, stock split or stock dividend with respect
to outstanding Plexus common stock or outstanding SeaMED common stock prior to
the merger, an appropriate and proportionate adjustment, if any, will be made to
the exchange rate.

EXCHANGE OF SeaMED CERTIFICATES; NO FRACTIONAL SHARES

Plexus has designated Firstar Bank Milwaukee, N.A. to act as exchange agent
under the merger agreement. As of the merger, Plexus will deposit with the
exchange agent certificates representing the shares of Plexus common stock
issuable pursuant to the merger agreement in exchange for outstanding shares of
SeaMED common stock.

Promptly after the merger, the exchange agent will mail to each SeaMED
shareholder of record a letter of transmittal and instructions for the surrender
of the SeaMED stock certificate in exchange for certificates representing shares
of Plexus common stock. Holders of uncertificated SeaMED shares will receive
Plexus certificates from the exchange agent without further action on their
part.

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PLEASE NOTE THAT SeaMED SHAREHOLDERS SHOULD NOT SUBMIT THEIR SeaMED
CERTIFICATES FOR EXCHANGE UNTIL SUCH LETTER OF TRANSMITTAL AND INSTRUCTIONS ARE
RECEIVED.

Upon surrender of a SeaMED certificate for cancellation to the exchange
agent, together with an executed letter of transmittal and such other documents
as the exchange agent may require, the holder of such SeaMED certificate will be
entitled to receive in exchange a certificate representing that number of whole
shares of Plexus common stock into which the shares of SeaMED common stock have
been converted in the merger, plus cash in lieu of any fractional share of
Plexus common stock to which such holder would otherwise be entitled as more
fully described below. The SeaMED certificates so surrendered will be cancelled.

When the merger is effective, the stock transfer books of SeaMED will be
closed and there will be no further registration of transfers of shares of
SeaMED common stock on the records of SeaMED. If there is a transfer of
ownership of shares of SeaMED common stock which is not registered in the
transfer records of SeaMED, consideration will be delivered to the transferee if
the SeaMED certificate which represented such shares of SeaMED common stock is
presented to the Exchange Agent with appropriate transfer documents.

No fractional shares of Plexus common stock will be issued in the merger.
All fractional share interests of a holder of more than one SeaMED certificate
at the effective time of merger will be aggregated to maximize the number of
whole shares of Plexus common stock to be issued and minimize the fractional
interests to be paid in cash. If a fractional share interest still results, each
holder of a fractional share interest will be paid an amount in cash equal to
the price of Plexus common stock used for computing the exchange rate.

Any portion of the merger consideration which remains undistributed to the
SeaMED shareholders twelve months after the merger will be delivered to Plexus,
upon demand. Any SeaMED shareholders who have not previously surrendered their
SeaMED certificates shall thereafter look to Plexus for payment.

Plexus may deduct and withhold from the consideration payable to any SeaMED
shareholder any amount as Plexus is required to deduct and withhold with respect
to the making of such payment under the Internal Revenue Code, or any provision
of state, local or foreign tax law. Those withheld amounts will be treated as
having been paid to the SeaMED shareholder in respect of which Plexus made the
deduction or withholding.

GOVERNMENTAL AND REGULATORY APPROVALS

Completion of the merger is subject to requisite governmental regulatory
approvals. The Hart Scott Rodino Antitrust Improvements Act requires that
certain acquisition transactions (including the merger) may not be consummated
until certain information has been submitted to the Antitrust Division of the
United States Department of Justice and the Federal Trade Commission and
specified waiting period requirements have been satisfied. Plexus and SeaMED
filed appropriate notifications under the HSR Act on April 28, 1999. The HSR Act
waiting period was terminated by early termination on May 7, 1999. The early
termination of the HSR Act waiting period does not preclude the Antitrust
Division or the FTC, or any state, from challenging the merger on antitrust
grounds at any time before or after the effective time of the merger. Private
persons may also seek to take legal action under the antitrust laws under
certain circumstances.

FEDERAL INCOME TAX CONSEQUENCES; TAX OPINION

The following is a discussion of material United States federal income tax
considerations in connection with the merger. This discussion merely summarizes
principal United States federal income tax consequences of the merger and is not
a complete analysis of all of the potential tax

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effects relevant to the merger. In this regard, this discussion does not deal
with all federal income tax considerations that may be relevant to certain
SeaMED shareholders in light of their particular circumstances, or to
shareholders subject to special rules under United States federal income tax
law, including dealers in securities, shareholders who do not hold their shares
of SeaMED common stock as capital assets, foreign persons, tax-exempt entities,
or persons who are subject to the alternative minimum tax provisions of the
Internal Revenue Code. Furthermore, it does not address SeaMED shareholders who
acquired their shares in connection with stock options or stock purchase plans
or in other compensatory transactions. It also does not address the tax
consequences of the merger under foreign, state, or local tax laws.

SeaMED SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE
CONSEQUENCES OF THE MERGER, INCLUDING THE APPLICABLE FEDERAL, STATE, LOCAL AND
FOREIGN TAX CONSEQUENCES TO THEM.

Preston Gates & Ellis LLP, counsel to SeaMED, has rendered an opinion that
the merger will constitute a reorganization under Section 368 of the Code, and
that each of SeaMED, Plexus and PS Acquisition Corp. will be a party to such
reorganization. Neither SeaMED nor Plexus will request a ruling from the
Internal Revenue Service with regard to any of the United States federal income
tax consequences of the merger. The tax opinion is based on and subject to
certain assumptions and limitations as well as factual representations received
from SeaMED and Plexus, as discussed below. An opinion of counsel represents
only counsel's best legal judgment and has no binding effect or official status
of any kind. No assurance can be given that contrary positions may not be taken
by the IRS or a court considering the issues.

In accordance with the tax opinion, and subject to the assumptions,
limitations, and qualifications described in the tax opinion and in this
discussion, it is the opinion of Preston Gates & Ellis LLP that the material
United States federal income tax consequences of the merger can be summarized as
follows:

- SeaMED, Plexus, and PS Acquisition Corp. will not recognize gain or loss
solely as a result of Plexus' issuance of Plexus common stock to the
SeaMED shareholders in the merger and the transfer by operation of law of
PS Acquisition Corp.'s assets and liabilities to SeaMED pursuant to the
merger;

- SeaMED's shareholders will not recognize gain or loss upon their receipt
in the merger of Plexus common stock in exchange for their shares of
SeaMED common stock, except to the extent of cash received in lieu of a
fractional share of Plexus common stock;

- The aggregate tax basis of Plexus common stock received in the merger
will be the same as the aggregate tax basis of the SeaMED common stock
surrendered in exchange for the Plexus common stock (reduced by any
amount of tax basis allocable to a fractional share interest in Plexus
common stock for which cash is received);

- The holding period of each share of Plexus common stock received by a
SeaMED shareholder in the merger will include the period during which
such SeaMED shareholder held his or her SeaMED common stock surrendered
in exchange therefor; and

- Cash payments in lieu of a fractional share should be treated as if a
fractional share of Plexus common stock had been issued in the merger and
then redeemed by Plexus, and capital gain or loss generally should be
recognized by a SeaMED shareholder in respect of such payment equal to
the difference (if any) between the amount of cash received and such
shareholder's allocable tax basis in the fractional share (which will be
a pro rata portion of the shareholder's tax basis in the Plexus common
stock received in the merger).

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LIMITATIONS ON TAX OPINION AND DISCUSSION

As noted earlier, the tax opinion is subject to certain assumptions,
relating to, among other things, the truth and accuracy of certain
representations made by SeaMED and Plexus, and the consummation of the merger in
accordance with the terms of the merger agreement and applicable state law.
Furthermore, the tax opinion will not bind the IRS and, therefore, the IRS is
not precluded from asserting a contrary position. The tax opinion and this
discussion are based on currently existing provisions of the Code, existing and
proposed Treasury regulations, and current administrative rulings and court
decisions. There can be no assurance that future legislative, judicial, or
administrative changes or interpretations will not adversely affect the accuracy
of the tax opinion or of the statements and conclusions set forth herein. Any
such changes or interpretations could be applied retroactively and could affect
the tax consequences of the merger.

RESALE OF PLEXUS COMMON STOCK

All shares of Plexus common stock received by SeaMED shareholders in the
merger will be freely transferable, except that shares of Plexus common stock
received by persons who are deemed to be "affiliates," as the term is defined
under the Securities Act, of Plexus or SeaMED prior to the Merger may be resold
by them only in transactions permitted by the resale provisions of Rule 145
under the Securities Act or as otherwise permitted under the Securities Act.
Persons who may be deemed to be affiliates of Plexus or SeaMED generally include
individuals or entities that control, are controlled by, or are under common
control with, the party and may include certain officers and directors of such
party as well as principal shareholders of such party. Affiliates of both
parties have previously been notified of their status.

The merger agreement requires each of Plexus and SeaMED to use reasonable
best efforts to cause each of its affiliates to sign a written affiliates letter
acknowledging that they will not sell, transfer or otherwise dispose of, or
reduce any risk relative to, any securities of Plexus or SeaMED during the
period beginning 30 days prior to the merger and continuing until such time as
results covering at least 30 days of post-merger operations of Plexus have been
published or sell, assign or transfer any of the shares of Plexus common stock
received pursuant to the merger except as permitted by the Securities Act and
the rules and regulations promulgated by the SEC thereunder. It is a condition
to the obligation of Plexus to complete the merger that Plexus shall have
received an affiliate letter from each person who is an affiliate of either
Plexus or SeaMED.

This proxy statement/prospectus does not cover resales of Plexus common
stock received by any person who may be deemed to be an affiliate of SeaMED or
Plexus. However, Plexus has agreed to file a registration statement under the
Securities Act relating to the resale of shares of Plexus common stock to be
received by R. Scott Asen, a SeaMED director. That registration statement was
agreed to because he will receive more shares of Plexus common stock in the
merger than he otherwise could immediately sell under Rule 145. In the absence
of such registration, his shares otherwise could not be pledged. Mr. Asen will
nonetheless be required to continue to hold his Plexus shares for the period
required by pooling of interests accounting.

ACCOUNTING TREATMENT

The merger is expected to be accounted for as a pooling of interests in
accordance with GAAP. Under this accounting method, the historical financial
information of Plexus and SeaMED will be restated to reflect the combined
financial position and operations of both companies. The combined financial
position and operations will be adjusted to conform the accounting practices of
the companies. It is a condition to the consummation of the merger that Plexus
receive letters from PricewaterhouseCoopers LLP and Ernst & Young LLP to the
effect that the merger qualifies for pooling-of-interests accounting treatment
if consummated in accordance with the merger agreement.

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DISSENTERS' RIGHTS OF APPRAISAL

Under Washington law, SeaMED shareholders have the right to dissent from
the merger and to receive payment in cash for the fair value of their shares of
SeaMED common stock. To preserve their rights, SeaMED shareholders who wish to
exercise their statutory dissenters' rights must comply with the specific
requirements set forth in Chapter 23B.13 of the Washington Business Corporation
Act (the "WBCA").

CHAPTER 23B.13 OF THE WBCA IS REPRINTED IN ITS ENTIRETY IN APPENDIX C TO
THIS PROXY STATEMENT/ PROSPECTUS. THE FOLLOWING DISCUSSION IS A SUMMARY OF THE
MATERIAL TERMS OF THE LAW RELATING TO DISSENTERS' RIGHTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO APPENDIX C. SEAMED SHAREHOLDERS SHOULD REVIEW THIS
DISCUSSION AND APPENDIX C CAREFULLY IF THEY WISH TO EXERCISE STATUTORY
DISSENTERS' RIGHTS OR PRESERVE THEIR RIGHT TO DISSENT, BECAUSE FAILURE TO COMPLY
WITH THE PROVISIONS SET FORTH IN THE STATUTE WILL RESULT IN THE LOSS OF
DISSENTERS' RIGHTS.

A shareholder who wishes to exercise dissenters' rights must deliver to
SeaMED a written notice of the shareholder's intent to demand payment for the
fair value of his or her shares prior to the time the vote is taken at the
special meeting. FAILURE TO SO DELIVER THE NOTICE WILL CAUSE THE SHAREHOLDER TO
LOSE THE RIGHT TO EXERCISE DISSENTERS' RIGHTS. Notice must be sent to SeaMED
Corporation, 21621 30th Avenue S.E., Bothell, Washington, 98021-3903, Attention:
Edgar F. Rampy, Chief Financial Officer. A shareholder whose shares are held in
a brokerage account or by some other nominee must either (1) have the record
holder of the shares file the dissenters' notice on the shareholder's behalf or
(2) file his or her dissenters' notice directly with SeaMED along with the
written consent of the record holder. A beneficial shareholder who chooses to
exercise dissenters' rights must exercise such rights with respect to all shares
of SeaMED common stock either beneficially held by such shareholder or over
which such shareholder has power to direct the vote.

In addition, any shareholder electing to exercise dissenters' rights must
not vote in favor of approval of the merger agreement. A VOTE IN FAVOR OF THE
MERGER AGREEMENT WILL CONSTITUTE A WAIVER OF DISSENTERS' RIGHTS. A VOTE AGAINST
THE MERGER AGREEMENT WILL NOT SATISFY THE REQUIREMENT THAT WRITTEN NOTICE BE
FILED WITH SEAMED IN ORDER TO ASSERT DISSENTERS' RIGHTS.

If the merger is approved by the SeaMED shareholders, SeaMED will, within
10 days after the effective time of the merger, deliver a written notice to all
shareholders who properly provided notice of their intent to demand payment as
described above. This notice will, among other things,

- state where the shareholder's payment demand must be sent and where and
when certificates must be deposited;

- inform holders of uncertificated shares to what extent transfer of such
shares will be restricted after the payment demand is received;

- supply a form for demanding payment, which requires the shareholder to
certify that he or she acquired beneficial ownership of the shares before
the date on which the merger was first announced;

- set a date by which SeaMED must receive the shareholder's payment demand,
which date will be between 30 and 60 days after SeaMED delivers the
notice to the dissenting shareholder; and

- include another copy of Chapter 23B.13 of the WBCA.

A shareholder wishing to exercise dissenters' rights must file the payment
demand, certify as to whether beneficial ownership of the shares was acquired
before the merger was announced, and deliver share certificates, in the manner
and by the time set forth in the notice. FAILURE TO DO SO AND STRICTLY COMPLY
WILL CAUSE THE SHAREHOLDER TO LOSE HIS OR HER DISSENTERS' RIGHTS.

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Within 30 days after the later of the effective time of the merger and the
date the payment demand is received by SeaMED, SeaMED will pay each dissenter
who properly perfected his or her dissenters' rights SeaMED's estimate of the
fair value of the shareholder's shares, plus accrued interest from the effective
time. Fair value will be determined as the value of the shares before the
effective date of the merger, excluding any appreciation or depreciation in
anticipation of the merger, unless exclusion would be inequitable. SeaMED will
provide, along with this payment,

- certain financial information of SeaMED;
- an explanation of how SeaMED estimated the fair value of the shares;
- an explanation of how the accrued interest was calculated;
- a statement of a dissenter's right to demand further payment if he or she
is dissatisfied with the tendered payment; and
- another copy of Chapter 23B.13 of the WBCA.

With respect to a dissenter who did not beneficially own SeaMED shares
prior to the public announcement of the merger, SeaMED is required to send an
offer to make payment to the dissenter, conditioned upon the dissenter's
agreement to accept the payment in full satisfaction of the dissenter's demands.

A dissenter dissatisfied with SeaMED's estimate of the fair value may,
within 30 days of payment or offer for payment by SeaMED of its estimate of the
fair value of the shareholder's shares, notify SeaMED in writing of the
shareholder's estimate of fair value of his or her shares and the amount of
interest due, and demand payment of his or her estimate of such amounts. If
SeaMED does not accept the dissenter's estimate and the parties do not otherwise
settle on a fair value, Washington law requires that, within 60 days of the
dissenter's demand for further payment, SeaMED start a proceeding in King County
Superior Court, and petition the court to determine the fair value of the shares
and accrued interest, naming all the SeaMED dissenting shareholders whose
demands remain unsettled as parties to the proceeding. If SeaMED fails to
institute a court action within the specified time period, it must pay the
amount specified in the dissenter's demand.

Court costs and appraisers' fees will be assessed against SeaMED, except
that the court may assess these costs against some or all of the dissenters to
the extent that the court finds the dissenters acted arbitrarily, vexatiously or
not in good faith in demanding payment. The court may also assess the fees and
expenses of counsel and experts of the respective parties in amounts that the
court finds equitable against SeaMED, if the court finds that SeaMED did not
substantially comply with certain provisions of Washington law concerning
dissenters' rights. It may also asses such amounts against either the dissenter
or SeaMED, if the court finds that the party against whom the fees and expenses
are assessed acted arbitrarily, vexatiously or not in good faith. If the court
finds that services of counsel for any dissenter were of substantial benefit to
other dissenters similarly situated, and that the fees should not be assessed
against SeaMED, the court may award to this dissenter's counsel reasonable fees
to be paid out of the amounts awarded to all dissenters who benefited from the
proceedings.

A shareholder entitled to dissent and obtain payment for his or her shares
of SeaMED common stock may not challenge the merger unless SeaMED fails to
comply with the procedural requirements imposed by Washington law, SeaMED's
articles of incorporation or SeaMED's bylaws, or unless the merger is fraudulent
with respect to the SeaMED shareholder.

Plexus may terminate the merger agreement if holders of more than 7.5% of
the outstanding shares of SeaMED common stock elect to exercise these statutory
dissenters' rights.

IN VIEW OF THE COMPLEXITY OF CHAPTER 23B.13 OF THE WBCA, SEAMED
SHAREHOLDERS WHO MAY WISH TO DISSENT FROM THE MERGER AND PURSUE DISSENTERS'
RIGHTS SHOULD CONSULT THEIR LEGAL ADVISORS.

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BUSINESS OF PLEXUS

Plexus, a Wisconsin corporation incorporated in 1979, provides contract
manufacturing, or "product realization," services to original equipment
manufacturers. These original equipment manufacturers hire Plexus to perform
these services if they cannot, or do not wish to, perform these services for
themselves. Plexus' electronics original equipment manufacturers customers are
primarily in these industries:

- medical,
- computer, primarily mainframes, servers and peripherals,
- industrial,
- telecommunications, and
- transportation.

Plexus offers a full range of services including product development and design,
material procurement and management, prototyping, manufacturing and assembly,
functional and in-circuit testing, final system box build and distribution.

Plexus' contract manufacturing services are provided on either a turnkey
basis, where Plexus procures certain or all of the materials required for
product assembly, or on a consignment basis, where the customer supplies
materials necessary for product assembly. Turnkey services include material
procurement and warehousing, in addition to manufacturing, and involve greater
resource investment than consignment services. Other than test equipment
products used for internal manufacturing, Plexus does not design or manufacture
its own proprietary products.

Plexus has its headquarters and largest operations in Wisconsin. It has
other operations in Kentucky, North Carolina, Minnesota and California. Plexus
continues to look for opportunities for geographical expansion that will improve
Plexus' ability to perform services to its customers.

PLEXUS' SERVICES

General Background. Plexus' services involve the design of electronic
products and systems, the arrangement of electronic components thereon, and the
assembly and testing of such products including the incorporation of the
electronic assemblies into the final product housing. The products designed and
assembled by Plexus consist primarily of electronic components assembled on
printed circuit boards and programmed to perform specific functions. The
electronic components include:

- computer memory chips,
- microprocessors,
- integrated circuits,
- resistors,
- capacitors,
- transformers, and
- switches.

Printed circuit boards are the basic element in the manufacture of most
electronic products and act as the interconnection platforms for various
integrated circuits and electronic components. In addition to Plexus' ability to
design and manufacture complete electronic products, Plexus also has the
capacity of designing and assembling printed circuitry products and products
utilizing circuit boards with multiple layers of circuitry.

The various types of electronic product services offered by Plexus are
discussed below. A customer of Plexus may utilize any or all of these services.
Plexus charges for these services under a variety of pricing methods that vary
according to the customer or type of service involved.

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Product Design. Plexus, primarily through its Plexus Technology Group, Inc.
subsidiary, provides product design and engineering services. These services
include:

- project management,
- product specifications,
- circuit design,
- software design,
- customer integrated circuit design,
- printed circuit board layout,
- product housing design, and
- product validation testing.

Plexus' design services provide customers with a complete product design which
is capable of performing an intended function and which can be manufactured in
an efficient and economical manner.

Plexus' technologies involve the use of computer assisted electronic design
automation tools to shorten the design cycles and improve design quality.
Plexus' personnel use a variety of these advanced design automation tools in the
development of electronic products. Custom integrated circuit design is assisted
by circuit synthesis and simulation tools. Software design is assisted by
structured design tools and microprocessor emulation technologies. Automated
component placement and signal routing tools assist printed circuit board design
of complex multi-layered circuit boards. Solids modeling and structure analysis
tools assist the design of product enclosure designs.

Plexus' design services may include initial feasibility studies, product
concept definition, development of specifications for product features and
functions, product engineering specifications, microprocessor design,
development, prototype production and testing, and development of test
specifications and procedures.

Product Development Engineering and Testing. Plexus believes that its
products development engineering and testing capabilities are significant
factors in the success of its business. At fiscal year end, Plexus maintained a
staff of more than 230 employees in its engineering services subsidiary,
including some 200 engineers and technologists involved in project management,
hardware, software, mechanical, printed circuit board design, test and
validation of electronic products and systems. Plexus believes this
comprehensive capability provides significant value to its customers by
providing one-stop-shopping for product design, prototyping, test and
manufacturing. Plexus believes this comprehensive service lowers the overall
development cost to the customer and accelerates the time-to-market of the
customers' products.

To supplement its internal capabilities, Plexus has formed several
strategic alliances with independent research and development organizations for
cooperative design and marketing programs. Plexus believes these alliances
provide complementary technologies and expertise to customers.

Prototyping. Plexus provides rapid assembly of prototype products within
dedicated assembly facilities. The prototype assembly service is supplemented by
value-added services including:

- materials management,
- manufacturing defects analysis,
- design for manufacturability analysis,
- design for testability analysis, and
- printed circuit board design.

This service provides a bridge between Plexus' engineering organization, the
customer's engineering organization, and Plexus' manufacturing organization.
This bridge facilitates efficient transitions into

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manufacturing. Plexus believes the higher-level engineering services offered by
the prototyping organization provide significant value to its customers by
accelerating time-to-production.

Product Manufacture and Assembly. Plexus, primarily through its Plexus
Electronic Assembly Corporation subsidiary, manufactures electronic products and
assemblies for use in a wide variety of industries and applications.

Plexus' assembly processes involve the fabrication of products from
components manufactured to specification by others. Electronic components such
as memory chips, microprocessing units, integrated circuits, resistors,
capacitors, transformers, switches, wire and related items are purchased as
stock items from a variety of manufacturers and distributors. Plexus is not
dependent upon any single supplier for such material. Plexus' printed circuit
boards and certain other components are manufactured to its customers'
specifications. Plexus believes these products would be available from a variety
of sources and that the loss of any single source of supply would not materially
affect Plexus' business.

Plexus' manufacturing operations include printed circuit board assembly,
testing, and final systems box build into the final product housing. While
Plexus has automated various aspects of many processes, the assembly of
components into electronic products still requires some labor-intensive
processes generally requiring a high degree of precision and dexterity in the
assembly stage and integration of quality assurance checks into the
manufacturing processes. The final systems box build process is a mostly manual
process with little opportunity for automation. Plexus utilizes specially
designed equipment and techniques to maintain its ability to assemble
efficiently a wide variety of electronic products. Additionally, Plexus has
developed special processes and tools to enable the assembly of finished medical
devices to meet the US Food and Drug Administration Quality System Regulation
requirements.

Product Testing. The increasingly complex design and assembly techniques
for production of electronic products have created a need for Plexus' services
in designing and assembling test equipment for electronic assemblies. Such test
equipment includes functional test fixtures for testing product assemblies,
sub-assemblies or printed circuit assemblies; in-circuit component measurement
testers for testing printed circuit board assemblies; and intelligent burn-in
chambers, which temperature cycle products during functional test. Plexus
designs and assembles test systems for testing customers' products. Plexus
believes that the design and production of test equipment is an important factor
in its ability to provide products of consistent and high quality.

PS ACQUISITION CORP.

PS Acquisition Corp., a wholly owned subsidiary of Plexus, is a Washington
corporation which was incorporated by Plexus for the purpose of consummating the
merger. PS Acquisition has and will have no operations except as contemplated by
the merger agreement. Upon the merger, PS Acquisition will be merged into
SeaMED, which will be the surviving corporation. Each share of common stock of
PS Acquisition issued and outstanding at the merger will be converted into one
share of SeaMED common stock. As a result, immediately following the merger, PS
Acquisition will cease to exist and SeaMED will be a wholly owned subsidiary of
Plexus.

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OTHER INFORMATION ABOUT PLEXUS WHICH YOU CAN OBTAIN

Plexus is a public company, and must provide information to the public
under the Securities Exchange Act of 1934. Therefore, Plexus files reports,
proxy statements and other information with the Securities and Exchange
Commission. You may inspect and copy these materials at the Commission's public
reference facilities, which are located at:

- Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
- 7 World Trade Center, New York, New York 10048, and
- Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661.

You may also obtain copies of these documents by writing to the Commission's
Public Reference Section, Washington, D.C. 20549; in that case, you will be
charged for the copies at the rates which the Commission sets. You may also
obtain copies from the Commission's Web site (http://www.sec.gov). Because
Plexus common stock is traded on the Nasdaq Stock Market, you can inspect
material filed by it at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street N.W., Washington, D.C. 20006.

Plexus has filed a registration statement on Form S-4 under the Securities
Act with the Commission which covers the shares of common stock described in
this proxy statement/prospectus. The registration statement has information in
addition to the information in this proxy statement/prospectus. You may obtain
that additional information at the addresses above. This proxy
statement/prospectus, and the documents which this proxy statement/prospectus
incorporates by reference, describe certain contracts or other documents. These
descriptions are only summaries, and are not necessarily complete. If you wish
further information rather than this summary, you should review a copy of the
document if Plexus has filed it as an exhibit to the registration statement.
When Plexus has filed a document as an exhibit, a complete reading of the
document will provide you more information than a summary. Plexus is not
responsible if you fail to read the full document.

This proxy statement/prospectus "incorporates by reference" the filings
named below. That means that the contents of those documents are considered to
be part of this proxy statement/prospectus even though they are not actually
included with it. Plexus or SeaMED will provide you with a copy of any of those
documents without charge if you are a SeaMED record shareholder, or if you are a
beneficial owner of securities which are held in street name. They will not
necessarily provide exhibits unless those exhibits are specifically incorporated
by reference in the document. You can obtain copies of the documents by writing
to Plexus, 55 Jewelers Park Drive, Neenah, Wisconsin 54956, Attn: Corporate
Secretary, or by calling Plexus' corporate secretary at 920/722-3451. You should
request the information by July 15, 1999 to help assure that you receive it
before the special meeting.

This proxy statement/prospectus incorporates by reference the following
documents. Each of them has been filed by Plexus with the Commission as required
by the Exchange Act:

- Form 10-K for the year ended September 30, 1998;
- Forms 10-Q for the quarters ended December 31, 1998 and March 31, 1999;
- The description of Plexus common stock on Form 8-A, as amended; and
- The description of Plexus' preferred stock purchase rights on Form 8-A
dated August 13, 1998.

This proxy statement/prospectus also incorporates all reports and definitive
proxy or information statements filed by Plexus under Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this proxy statement/prospectus.
They will be incorporated by reference into this proxy statement/prospectus from
the date on which Plexus files such documents.

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BUSINESS OF SEAMED

BUSINESS

SeaMED manufactures advanced durable electronic medical instruments for
medical technology companies, often as part of systems that also include
single-use components. To assist its customers in developing and commercializing
their instruments for manufacture by SeaMED, SeaMED provides a wide range of
engineering services and regulatory expertise. During fiscal year 1998 and
through the second quarter of fiscal year 1999, SeaMED manufactured or
engineered medical instruments for both established and emerging medical
technology companies. SeaMED from time to time selectively designs and
manufactures nonmedical commercial products that benefit from SeaMED's
engineering and manufacturing capabilities. Currently, SeaMED manufactures one
such product, a coin-counting machine that exchanges loose coins for currency,
for Coinstar, Inc.

Since 1988, SeaMED has focused its business primarily on manufacturing
medical instruments and believes it is the largest independent manufacturer of
advanced medical instruments for medical technology companies. As part of its
growth strategy, SeaMED continues to expand its engineering expertise,
regulatory knowledge and manufacturing capabilities, thereby allowing it to
design and manufacture a broader range of medical instruments. SeaMED also
utilizes its existing resources and expertise by accepting high value-added
engineering and manufacturing contracts for select nonmedical products.

INDUSTRY OVERVIEW

Demand for health care has grown rapidly in recent years, and is expected
to continue to increase as the population ages. Advancements in science,
medicine, and computers have dramatically expanded the number and variety of
effective medical procedures. The most advanced medical procedures and
techniques, many of which use advanced medical instruments, now are common
treatments under many health insurance plans. As insurance companies and federal
and state governments have expanded the medical procedures for which health care
providers would be reimbursed, demand has grown for the medical instruments and
systems needed for these procedures. More recently, in response to increasing
pressure to control rising health care costs, medical technology companies have
developed advanced medical instruments and systems that improve patient outcomes
and lessen the overall cost of health care.

As medical products have incorporated the latest developments in computers,
electronics, materials and other technologies, the cost of product development
and the length of the development cycle have increased substantially. The risks
in developing and launching new medical products also have increased
significantly as competition in the highly fragmented medical technology
industry has increased. As a result, medical technology companies face increased
pressure to bring new products to market in the shortest possible time, reduce
costs, maintain or increase market share and accelerate realization of revenue.

At the same time, the Food and Drug Administration and the European
Community have adopted increasingly stringent and evolving regulatory
requirements for the design and manufacture of medical products. In the United
States, certain medical products are subject to the FDA's premarket approval
application requirements and many medical products require premarket clearance.
In addition, products are subject to regulation with respect to manufacture,
labeling, distribution, postmarket reporting and promotion. Moreover, as of June
1997, the FDA requires the design of medical devices to satisfy a specific
engineering design control process. Under European quality standards made
effective in 1998, the design of medical products must satisfy specific
engineering design process standards. To market and sell their products, medical
technology companies must invest significant financial resources to establish
and maintain manufacturing facilities that comply

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<PAGE> 51

with the FDA's good manufacturing practices requirements and the European
Community's quality system standards, particularly if the facilities produce
life-supporting, life-sustaining, or implantable products.

SeaMED believes that the trend toward outsourcing medical product
engineering and manufacturing is in its early stages and outsourcing revenues
represent a very small percentage of the more than $30 billion medical
technology industry. SeaMED also believes that medical technology companies will
expand their outsourcing of engineering and manufacturing and that SeaMED is
well positioned for such expansion. With intensified competition, higher initial
product development costs, and longer product development and regulatory cycles,
many of SeaMED's customers have chosen to concentrate product development and
manufacturing resources on higher-volume single-use components and to outsource
the development and manufacturing of durable medical instruments.

THE SEAMED ADVANTAGES

SeaMED provides integrated solutions to the engineering, regulatory and
manufacturing challenges of advanced medical instruments. SeaMED offers its
customers the following advantages:

- Broad Experience With Numerous Advanced Medical Instruments. As of
December 31, 1998 SeaMED was manufacturing 22 different advanced medical
instruments that incorporate diverse technologies. As of the end of
calendar year 1998, SeaMED had in its engineering project pipeline an
additional 23 instruments or systems that it believes have a good chance
of some day producing significant manufacturing revenues. As a result,
SeaMED has considerable expertise in addressing its customers' product
development, engineering, manufacturing and regulatory issues.

- Focus on Core Functions. By relying on SeaMED's engineering and
manufacturing capabilities, customers can focus management efforts on
product research, clinical development and sales and marketing, as well
as manufacturing their higher-volume, single-use components. In addition,
SeaMED's customers can shift to variable costs the high fixed costs
associated with staffing and maintaining regulatory compliant facilities
for durable medical instruments.

- Production Flexibility. SeaMED's broad customer base permits it to offer
its customers production flexibility, which enables customers to adjust
production volumes in response to fluctuations in market demand or
regulatory issues.

- Rapid Product Development. SeaMED believes that, with its engineering and
manufacturing capabilities, it can more rapidly develop and manufacture
new products at a lower overall cost than its customers, which otherwise
expend significant time and financial resources to develop internal
engineering expertise, establish cGMP-compliant manufacturing facilities
and obtain ISO certification.

- Regulatory Compliant Manufacturing. SeaMED's medical manufacturing
facilities are regularly inspected by the FDA and certified by an
independent quality organization. Due to the critical nature of
regulatory compliance, SeaMED devotes significant management time and
financial resources to its compliance with applicable FDA requirements
and other production quality standards.

- Integrated Engineering and Manufacturing. SeaMED provides a wide range of
engineering services, and has the capabilities to provide complete
instrument or system design (including engineering, testing, component
analysis and regulatory compliance), which enhances its manufacturing
business. By integrating engineering design work with manufacturing
processes, materials acquisitions and quality and regulatory
considerations, SeaMED believes that it can increase the quality and
lower the overall cost of the instruments that it manufactures for its
customers.
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<PAGE> 52

CUSTOMERS AND PRODUCTS

SeaMED's customers include some of the world's largest medical technology
companies as well as many emerging medical technology companies. For the first
six months of fiscal year 1999, SeaMED derived significant manufacturing
revenues from 22 medical instruments. As of the end of calendar year 1998,
SeaMED had in its engineering project pipeline 23 instruments or systems that it
believes have a good chance of some day producing significant manufacturing
revenues. Of these 23 projects, 11 are for new instruments or systems and 12 are
for completions or enhancements of existing instruments or systems that SeaMED
and the customer believe will extend the life-cycle of the instrument. The 23
projects are performed for 20 different customers. Although management believes
that the 23 projects in the pipeline have a good chance of some day resulting in
manufacturing contracts from which SeaMED will derive substantial manufacturing
revenues, the volume and timing of future manufacturing revenues that relate to
any specific engineering project are highly variable, and certain engineering
projects in the pipeline may not lead to future manufacturing revenues. See
"Overview" and "Outlook: Issues and Uncertainties" in "SeaMED Management's
Discussion and Analysis of Financial Condition and Results of Operations."

The only nonmedical commercial product that generated significant
manufacturing revenues during fiscal years 1998 and 1997 was the Coinstar
coin-counting machine. As of the end of December 1998, SeaMED did not have any
nonmedical commercial products in its engineering project pipeline.

SeaMED negotiates separate contracts with its customers for engineering
design services and product manufacturing. Most projects begin with an
engineering design contract. As a business strategy, SeaMED generally prices
engineering contracts to cover direct project expenses (i.e., nonrecurring
engineering expenses) plus a share of operating expenses. SeaMED's objective is
to obtain the exclusive manufacturing rights to medical instruments for a
specific time period, generally three to five years.

The only nonmedical commercial product currently manufactured by SeaMED is
the Coinstar coin-counting machine. SeaMED may from time to time selectively
design and manufacture other nonmedical commercial products that can benefit
from SeaMED's engineering and manufacturing capabilities. SeaMED currently
manufactures Coinstar's machines under a three-year nonexclusive manufacturing
agreement with Coinstar that allows Coinstar to cancel or modify orders with
SeaMED on 90 days' notice, except for product orders scheduled for delivery
within 90 days. Under the terms of the agreement, in the event that Coinstar
cancels product orders, Coinstar has agreed to reimburse SeaMED for certain raw
material and related costs. SeaMED believes its experience in manufacturing the
large and complex Coinstar machine has expanded its manufacturing expertise.
SeaMED intends to maintain as its primary focus the design and manufacturing of
advanced medical instruments for medical technology companies.

ENGINEERING

SeaMED will provide its customers with engineering services at any stage of
an instrument's development. Customers in many cases rely on SeaMED for complete
instrument design (including engineering, testing, component analysis and
regulatory compliance). In other cases, customers deliver final drawings for
instruments they believe are ready for manufacturing. SeaMED then reviews and
tests the existing design prior to manufacturing the instrument and, in many
cases, SeaMED's engineers are able to identify and offer alternatives to the
customer's design that improve performance or produce manufacturing
efficiencies.

SeaMED approaches each engineering project using a team structure, each
team being a multi-disciplinary collection of engineers and technicians who
understand the technical requirements of the

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<PAGE> 53

particular project. Each team includes representatives from other engineering
disciplines, including one or more manufacturing, test and quality engineers,
who help design an instrument that can be manufactured in a manner that meets or
exceeds customer specifications and applicable regulatory requirements.

SeaMED integrates its engineering staff throughout its operations,
including sales and marketing, customer relations, materials management, quality
assurance, regulatory compliance and manufacturing. SeaMED's engineers play a
critical role in sales and marketing by evaluating requests for proposals and
developing project-specific, solution-oriented responses, bids, cost estimates
and project plans. Similarly, SeaMED project engineers act as customer contacts
throughout the engineering design phase and have responsibility for all aspects
of a customer's project, including coordinating the component parts necessary
for the instrument, quality assurance procedures, regulatory compliance and the
manufacturing process. SeaMED provides its customers with design information and
other support during the regulatory approval process, but does not assist in the
testing, studies and human clinical trials associated with these processes.
SeaMED provides testing services in the area of safety regulation, such as those
necessary to obtain a listing by Underwriters Laboratories, Inc. SeaMED has made
significant investments in state-of-the-art equipment to support its engineering
design effort, including engineering design and testing stations and
computer-aided design software.

]Each instrument, product design, patent and other proprietary right developed
by SeaMED becomes the property of the customer, with SeaMED typically retaining
the manufacturing rights to such instrument for a period generally ranging from
three to five years. Generally, SeaMED provides nonrecurring engineering
services under a project plan that identifies the engineering tasks,
deliverables and schedule. Typically, such services are billed on a time and
materials basis and are cancelable at any time. The project plan usually states
that SeaMED is intended to be the manufacturer of the instrument, but does not
specify the manufacturing terms. SeaMED typically provides a design defect
warranty for 15 months to replace or repair instruments relating to the specific
elements for which SeaMED had primary design responsibility.

At December 31, 1998, SeaMED's engineering staff consisted of 126 engineers
employed by SeaMED and 19 consulting or contract engineers. The engineering
staff includes a variety of disciplines, as follows:

<TABLE>
<CAPTION>
ENGINEERING CATEGORY NUMBER
-------------------- ------
<S> <C>
Chemical.................................................... 1
Electrical Design........................................... 21
Electrical Test............................................. 15
Manufacturing............................................... 34
Mechanical Design........................................... 28
Reliability and Quality..................................... 29
Software Design............................................. 17
---
Total.................................................. 145
===
</TABLE>

MANUFACTURING OPERATIONS

As the engineering project nears completion, the members of the project
team with direct responsibility for manufacturing, quality assurance,
manufacturing/test engineering and materials assume a greater role. The team
implements a materials management system and develops an assembly process and
product testing and quality assurance procedures to produce high-quality
instruments that satisfy customer specifications as well as applicable quality
standards. Often, the manufacturer of a particular instrument begins with
production of a relatively small number of units of the instrument before it is
approved for commercial use (known as "preproduction" units), which
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<PAGE> 54

are used by the customer for clinical trials. SeaMED and the customer frequently
make engineering and manufacturing refinements during the preproduction phase.

Each instrument is manufactured in a dedicated manufacturing cell in
SeaMED's manufacturing space. These cells are flexible and, within the same
manufacturing location, can be expanded or modified as needed, enabling SeaMED
to adjust production volumes quickly in response to customer orders. A
significant limitation on this flexibility is that regulatory approvals may be
required if a manufacturing cell must be moved from one facility to another.

SeaMED's customers generally submit purchase orders for delivery of
instruments in future periods. As of June 30, 1998, June 30, 1997, and December
31, 1998, customers had placed purchase orders with SeaMED for future deliveries
totaling $33 million, $33 million and $32 million, respectively, with all such
deliveries scheduled to occur before the end of the next fiscal year. SeaMED
does not regard backlog data as a meaningful indicator of revenues for future
periods because of its policy of generally allowing its customers to cancel
orders at any time without notice.

SeaMED uses a fully integrated materials requirements system. This system,
which includes sales order entry, purchasing, inventory control, production
control, and cost accounting, helps SeaMED manage material acquisitions and
inventory for the various projects in full production at any one time and
facilitates the planning and control essential to building products within
critical time schedules.

Manufacturing contracts are generally executed near completion of the
engineering project, at which time SeaMED and the customer negotiate the term,
pricing, warranty, indemnity and other provisions. Pricing typically is based on
SeaMED's expected cost and an agreed-upon margin, both of which are subject to
customer audit. Although manufacturing contracts rarely include minimum
production requirements, they typically grant SeaMED exclusive manufacturing
rights for periods generally ranging from three to five years. Contracts
typically are terminable only for cause, which generally is defined as the
failure to deliver instruments on a timely basis or the failure to comply with
design specifications. In each case, SeaMED usually has an opportunity to cure
the breach. SeaMED generally warrants conformity to design specifications and
against defects in materials and workmanship and indemnifies its customers
against losses arising out of a breach of such warranty. In addition, SeaMED in
many cases enters into repair and service agreements with its customers that set
forth the pricing and terms under which SeaMED provides repair and replacement
parts, and needed services and upgrades not covered under warranty. Although
most of SeaMED's manufacturing is performed under long-term manufacturing
contracts, some instruments are manufactured only under purchase orders.

QUALITY ASSURANCE AND REGULATORY COMPLIANCE

SeaMED emphasizes quality throughout its operations and integrates its
quality assurance and quality engineering programs throughout each instrument's
engineering and manufacturing phases, a process that involves SeaMED's senior
management and executive officers. Quality assurance procedures are integrated
into every aspect of an instrument's manufacturing cycle. SeaMED establishes a
quality assurance program for each instrument, which includes a "zero defects"
objective. Substantially all component parts and outside-contracted product
subassemblies receive a control number and are inspected and, if necessary,
tested. SeaMED requires all approved vendors that supply components to satisfy
certain quality standards. On the manufacturing floor, quality assurance
personnel implement quality procedures at interim points during the assembly
process and conduct a final-level inspection and/or test when the instrument is
fully assembled and ready for shipping. In addition, prior to shipping, a
quality inspector reviews each instrument for proper labeling and paperwork.

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<PAGE> 55

SeaMED is registered with the FDA as a medical device manufacturer. SeaMED
is subject to regularly scheduled and unscheduled FDA audits.

SeaMED has ISO 9001/EN 46001 certification. ISO 9000 is the first quality
system standard to gain worldwide recognition, including in the European
Community, Japan and the United States. As many medical technology companies
expand sales of products in international markets, compliance with international
quality standards has increased in importance. SeaMED's ISO 9001 designation is
the highest level of ISO 9000 certification and indicates that SeaMED has met
design, manufacture and test standards for its products. SeaMED's EN 46001
designation indicates that it has met additional standards specific to medical
instruments.

SeaMED's ISO 9001/EN 46001 certification serves as a marketing tool that
enhances SeaMED's competitive position in the industry, especially with respect
to medical technology companies with internal manufacturing facilities that have
not gone through the costly and time-consuming certification process. SeaMED
underwent a number of quality and regulatory audits during fiscal year 1998 with
the result of no adverse findings.

SALES AND MARKETING

SeaMED generates new business opportunities by promoting its engineering
design and manufacturing capabilities at industry trade shows, by advertising in
leading industry publications, and by obtaining referrals from customers, former
employees of customers and other parties familiar with SeaMED's services. While
SeaMED's sales and marketing department consists solely of the position of Vice
President, Sales and Marketing, which is currently vacant, other executive
officers and project engineers participate extensively in sales and marketing
activities. SeaMED believes it can effectively market and sell its engineering
and manufacturing capabilities while maintaining a small sales and marketing
staff.

COMPETITION

For established medical technology companies, SeaMED's primary competitor
is the internal design and manufacturing facilities of its prospective customer.
For emerging companies, SeaMED competes both with the customer's internal design
and manufacturing facilities (planned or operational), other manufacturers that
operate in the medical technology industry and, to a lesser extent, with
specialty design firms, most of which do not have manufacturing capabilities.
The primary competitive factors in medical instrument design and manufacturing
include quality, regulatory compliance, technical engineering competence, cost
of the nonrecurring engineering design component, price of the manufactured
product, experience, customer service, and ability to meet a design and
production schedule.

Competition is primarily limited to those companies that meet the minimum
applicable regulatory requirements of the FDA and international manufacturing
and design standards. In the future, SeaMED is likely to compete against new
entrants into the industry as outsourcing expands in medical technology
products. For example, medical technology companies with design and
manufacturing capabilities (especially those with excess capacity) and large
electronic contract manufacturers and defense department contractors with
extensive nonmedical engineering expertise may undertake design and/or
manufacture of medical instruments. Although SeaMED is not aware of substantial
competition from these sources to date, there can be no assurance that these or
other formidable competitors will not aggressively expand into SeaMED's targeted
market segment in the future.

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GOVERNMENTAL REGULATION

SeaMED's business and operations are subject to substantial governmental
regulation, primarily from the FDA in the United States and the regulatory
bodies in other countries, as described below. While these regulations directly
affect SeaMED's design and manufacturing operations, to a greater extent they
affect SeaMED's customers and their products. To the extent that production of a
customer's instrument is delayed or cancelled due to regulatory noncompliance,
the timing and levels of revenues received by SeaMED may be affected adversely.

United States

Because SeaMED provides design and manufacturing services to producers of
medical devices, SeaMED's manufacturing facilities are subject to extensive
regulation by the FDA under the Federal Food, Drug, and Cosmetic Act, as
amended. Manufacturers of medical devices must comply with applicable provisions
of the FDC Act and associated regulations governing the design, development,
testing, manufacturing, labeling, marketing and distribution of medical devices
and the reporting of certain information regarding their safety. The FDC Act
requires pre-market approval application, referred to in the industry as "PMA",
by the FDA before certain medical devices can be marketed.

The FDA classifies medical devices into three classes (Class I, II or III)
on the basis of the controls deemed necessary by the FDA to reasonably ensure
product safety and efficacy. Class I devices are subject to general controls
(e.g., labeling, premarket notification and adherence to good manufacturing
practices and Class II devices are subject to general and special controls
(e.g., performance standards and guidelines). Generally, Class III devices are
higher-risk devices and cannot be marketed until after receiving FDA pre-market
approval.

A premarket approval application must be supported by valid scientific
evidence, which typically includes extensive data, including preclinical and
clinical trial data to demonstrate safety and efficacy of the device. The
application also must contain the results of all relevant bench tests,
laboratory and animal studies, a complete description of the instrument and its
components, and a detailed description of the methods, facilities and controls
used to manufacture the device. In addition, the submission must include the
proposed labeling. Although SeaMED's services do not extend to assistance with
testing, studies and human clinical trials, SeaMED does provide its customers
with required design information and other support during the PMA process.
Typically, the FDA will inspect the manufacturer prior to granting pre-market
approval. If the FDA identifies deficiencies in the manufacturing process, it
could delay pre-market approval. Delays in the PMA process can affect the timing
of manufacturing services provided by SeaMED. Currently, an FDA review of a PMA
generally takes one to two years from the date the application is submitted, but
often is significantly extended by an FDA request for more information or
clarification of information previously submitted. The PMA process can be
expensive, uncertain and lengthy, and a number of devices for which PMA approval
has been sought have never been approved for marketing. Until a device subject
to the PMA requirement receives pre-market approval, it cannot be sold
commercially in the United States. After pre-market approval is obtained,
subsequent modifications to the device, its labeling or manufacturing may
require additional FDA approvals.

For Class I and Class II devices, and certain Class III devices, FDA
clearance may be obtained through a 510(k) notification, pursuant to which the
FDA determines that a medical device is "substantially equivalent" to an
existing, legally marketed predicate device or a predicate device marketed
before May 28, 1976. Clinical testing of certain devices may be required as part
of the 510(k) process. There can be no assurance that the FDA will find a device
substantially equivalent and allow marketing of such device. Even if the device
is found substantially equivalent, the clearance process may be delayed.

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<PAGE> 57

Any instrument manufactured by SeaMED or distributed by its customers
pursuant to FDA clearances or approvals is subject to pervasive and continuing
regulation by the FDA, including record-keeping requirements and reporting of
adverse experiences associated with the use of the instrument. Device
manufacturers are required to register their establishments and list their
devices with the FDA and certain state agencies, and are subject to periodic
inspections by the FDA and certain state agencies. The FDC Act requires devices
to be manufactured in accordance with good manufacturing practices regulations
adopted by the FDA, which impose certain procedural and documentation
requirements upon SeaMED with respect to manufacturing, quality assurance
activities and maintenance of service records. Noncompliance with FDA
regulations can result in, among other things, SeaMED and its customers being
subject to fines, injunctions, civil penalties, criminal prosecution, recall or
seizure of devices, total or partial suspension of production, failure of the
government to grant premarket clearance or PMA approval for products, withdrawal
of marketing approvals, or a recommendation by the FDA that a customer not be
permitted to enter into government contracts. The FDA also has the authority to
require repair, replacement or refund of the cost of any device manufactured or
distributed by a customer of SeaMED. In addition, the failure to be found in
compliance with the FDA regulations could have an adverse effect on SeaMED's
reputation. The FDA periodically inspects device manufacturers for compliance
with FDA regulations. In addition, the FDA generally inspects a manufacturer
prior to approving a PMA. There can be no assurance that SeaMED will be found in
compliance with all applicable regulations during such an inspection. The
failure to be found in compliance with the good manufacturing practices
regulations would result in FDA enforcement action against SeaMED, which could
result in a diminution of SeaMED's reputation and an adverse effect on SeaMED's
business, results of operations and financial condition.

International

Sales of medical devices outside the United States are subject to
regulatory requirements that vary from country to country. The time required to
obtain approval for sale in foreign countries may be longer or shorter than that
required for FDA approval, and the requirements may differ. The export of
devices is subject to FDA regulation. In some instances, prior FDA approval is
needed. Effective in 1998, in order to allow their instruments to move freely
within the European Community, medical device manufacturers are required to
obtain certifications necessary to enable the "CE mark" to be affixed to their
products. Because SeaMED is ISO 9001/EN 46001 certified, if a SeaMED customer is
also ISO 9001 certified, the customer may be permitted to affix the CE mark to
an instrument manufactured by SeaMED without the customer being subject to
additional requirements. In addition, all medical device manufacturers must
comply with other laws generally applicable to foreign trade, including
technology export restrictions, tariffs and other regulatory barriers.

EMPLOYEES AND LABOR RELATIONS

As of December 31, 1998, SeaMED employed a total of 456 people and retained
77 consulting or contract personnel in the following areas:

<TABLE>
<CAPTION>
CATEGORY NUMBER
-------- ------
<S> <C>
Design and Engineering...................................... 187
Preproduction and Manufacturing............................. 236
Quality Assurance........................................... 73
Sales and Marketing, Financing and Administration........... 37
---
Total..................................................... 533
===
</TABLE>

SeaMED considers its labor relations to be good and none of its employees
are covered by a collective bargaining agreement.

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PROPERTIES

SeaMED is currently leasing two buildings in Redmond, Washington and three
buildings in Bothell, Washington, aggregating approximately 213,500 square feet.
Of the approximately 213,500 square feet currently occupied by SeaMED,
approximately 121,000 square feet are used for manufacturing, approximately
85,500 square feet are used for engineering and approximately 7,000 square feet
are used for administrative purposes.

SeaMED will take an additional 20,500 square feet in June 1999, bringing
total square footage to 234,000 by the end of fiscal year 1999. The 20,500
square feet to be leased beginning in June 1999 are located in the same building
in Bothell, Washington in which SeaMED has already acquired 61,500 square feet
since July 1998.

LEGAL PROCEEDINGS

SeaMED is not currently subject to any material legal proceedings. SeaMED
may from time to time become a party to various legal proceedings arising in the
normal course of its business. These actions could include employee-related
issues and disputes with customers.

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<PAGE> 59

SEAMED MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with
SeaMED's financial statements and notes thereto included elsewhere in this proxy
statement/prospectus. This proxy statement/prospectus contains, in addition to
historical information, forward-looking statements, including statements
regarding SeaMED's future manufacturing and engineering revenues and gross
margins, that involve risks and uncertainties. SeaMED's actual results could
differ materially from the results discussed in the forward-looking statements.
Factors that could cause or contribute to such differences include those
discussed below. The data should be read in conjunction with the financial
statements and notes thereto included elsewhere in this proxy
statement/prospectus. SeaMED's fiscal year consists of the 52/53-week period
that ends on the Thursday nearest to June 30. For convenience of presentation,
all fiscal periods in this proxy statement/prospectus are shown as ending on a
calendar month-end.

OVERVIEW

SeaMED is a manufacturer of advanced medical instruments for medical
technology companies. SeaMED was incorporated in 1976, and since 1988 has
focused its business primarily on manufacturing medical instruments for medical
technology companies. To assist its customers in developing and commercializing
their products for manufacture by SeaMED, SeaMED provides a wide range of
engineering services and regulatory expertise.

SeaMED's manufacturing contracts with its customers are usually exclusive
contracts for a fixed period of time, generally ranging from three to five
years. SeaMED negotiates each manufacturing contract independently, and each
varies as to profitability. SeaMED negotiates the price of each manufactured
instrument on a cost and margin formula. SeaMED's contracts with its customers
generally permit annual manufacturing cost audits and price renegotiations.
During the contract term, customers have broad discretion to control the volume
and timing of instrument deliveries. Consequently, SeaMED's revenues with
respect to each instrument may vary substantially from period to period, and an
instrument that generates revenues in one quarter may not necessarily generate
revenues in each quarter of a fiscal year. In addition, for a variety of reasons
such as a customer's inventory levels, sales mix and timing of product launches,
SeaMED's revenues for an instrument do not necessarily correspond to the
customer's sales.

Manufacturing revenue growth depends primarily on two factors: increased
demand for instruments manufactured by SeaMED and SeaMED's ability to attract
additional manufacturing contracts from emerging and established medical
technology companies. SeaMED has no ability to increase demand for the
instruments it manufactures because SeaMED's customers control all product
marketing and sales. SeaMED markets its manufacturing capabilities and usually
procures additional manufacturing contracts as a result of its engineering
projects, but the volume and timing of future manufacturing revenues that relate
to any specific engineering project are highly variable, and certain engineering
projects may not lead to future manufacturing revenues. The manufacturing gross
margin percentage from year to year depends primarily on the product mix, as
gross margins vary by instrument and as a result of negotiated volume discounts.
Management may negotiate volume discounts if the larger volume results in
smaller per unit overhead allocation, thereby improving operating margin. For
manufacturing revenues from instruments not yet approved for commercial use,
known as "preproduction revenues", the gross margin percentage is generally
lower because a smaller number of units limits opportunities to achieve
economies of scale, and the instrument and its manufacturing process are being
refined.

SeaMED provides its customers with engineering services at any stage of an
instrument's development, as part of its strategy to obtain exclusive
manufacturing rights for an instrument.

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<PAGE> 60

SeaMED generally provides engineering services under a project plan that
identifies the engineering tasks, deliverables and schedule. SeaMED negotiates
each engineering project plan independently, and, as a business strategy,
generally prices engineering contracts to cover direct project expenses (i.e.,
nonrecurring engineering expenses) plus a share of marketing, general and
administrative expenses. SeaMED's objective in providing engineering services is
to obtain, for a specific time period (usually three to five years), exclusive
manufacturing rights to the instrument resulting from the engineering project.
The customer can typically cancel the engineering project at any time upon short
notice.

Engineering revenues are derived primarily from professional services
provided by SeaMED's engineers. The balance of engineering revenues is sales of
materials to customers at cost. Engineering revenue growth depends primarily on
three factors:

- the number and scope of existing engineering projects,
- whether existing projects are in time-intensive phases, and
- whether new engineering projects of sufficient scope replace engineering
projects that are completed or otherwise terminated.

Engineering gross margins are low due to SeaMED's strategy of pricing
engineering services as part of an exclusive manufacturing contract for the
resulting instrument. Since demand for engineering services is based on the
number and scope of engineering projects, if customers cancel one or more
projects on short notice, SeaMED may experience from time to time excess
engineering capacity. Engineering margins may fluctuate depending on the rates
that customers pay under engineering project plans and the utilization rates of
engineers.

From time-to-time SeaMED selectively designs and manufactures nonmedical
commercial products that benefit from SeaMED's engineering and manufacturing
capabilities. SeaMED intends to maintain as its primary focus the design and
manufacturing of advanced medical instruments for medical technology companies.

Marketing, general and administrative expenses include the costs of
SeaMED's marketing, finance, and management information systems departments and
other administrative costs. In addition, marketing, general and administrative
expenses include the cost of a company-wide bonus tied to operating performance
and return on operating assets based on an operating plan approved by the board
of directors. Future payments vary based on SeaMED's performance relative to
plan objectives.

RESULTS OF OPERATIONS

PERIODS ENDED MARCH 31, 1999 AND MARCH 31, 1998

The following table sets forth statement of income data as a percentage of
revenues for the periods indicated.

<TABLE>
<CAPTION>
NINE MONTHS
QUARTER ENDED ENDED
MARCH 31, MARCH 31,
---------------- ----------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues.................................................... 100.0% 100.0% 100.0% 100.0%
Cost of sales............................................... 92.6 83.3 87.8 83.1
----- ----- ----- -----
Gross margin................................................ 7.4 16.7 12.2 16.9
Marketing, general and administrative....................... 7.6 7.9 6.6 8.3
----- ----- ----- -----
Operating income............................................ (0.2) 8.8 5.6 8.6
Other income, net........................................... 0.2 0.1 0.1 0.2
Income before income taxes.................................. 0.0 8.9 5.7 8.8
Income tax provision........................................ 0.0 3.0 1.9 3.0
----- ----- ----- -----
Net income.................................................. 0.0% 5.9% 3.7% 5.8%
===== ===== ===== =====
</TABLE>

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REVENUES

The following table sets forth revenues with the corresponding percentage
of total revenues and the percentage increase for the periods indicated.
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31,
-----------------------------------------
1999 1998
------------------- -------------------
% OF % OF
TOTAL TOTAL %
REVENUES REVENUES REVENUES REVENUES (DECREASE)
-------- -------- -------- -------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Manufacturing........ $10,423 65.8% $11,528 63.1% (9.6)%
Engineering.......... 5,408 34.2 6,737 36.9 (19.7)%
------- ----- ------- -----
Total Revenues..... $15,831 100.0% $18,265 100.0% (13.3)%
======= ===== ======= =====

<CAPTION>
NINE MONTHS ENDED MARCH 31,
-----------------------------------------
1999 1998
------------------- -------------------
% OF % OF
TOTAL TOTAL %
REVENUES REVENUES REVENUES REVENUES INC/(DEC)
-------- -------- -------- -------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Manufacturing........ $35,871 66.3% $31,542 62.4% 13.7 %
Engineering.......... 18,222 33.7 19,012 37.6 (4.2)%
------- ----- ------- -----
Total Revenues..... $54,093 100.0% $50,554 100.0% 7.0 %
======= ===== ======= =====
</TABLE>

Manufacturing revenues decreased by approximately $1.1 million in the third
quarter of fiscal year 1999 from the third quarter of fiscal year 1998 due
primarily to the cancellation of four medical instruments from United States
Surgical. Manufacturing revenues for the first nine months of fiscal year 1999
increased approximately $4.3 million from the first nine months of fiscal year
1998. The increase in manufacturing revenue for the first nine months of fiscal
year 1999 was due primarily to new medical instruments and increased revenues
from existing medical instruments adding approximately $13.9 million and
increased revenues from the manufacture of the Coinstar coin-counting machine
adding approximately $2.1 million in nonmedical manufacturing revenues.
Increases in manufacturing revenues were offset by decreased volume of certain
existing instruments and the phase-out of others. Due to delays in manufacturing
of certain products and the phase-out of United States Surgical instruments
during the first half of fiscal year 1999, SeaMED management anticipates
manufacturing revenues in the fourth quarter of fiscal year 1999 to be
approximately the same as the third quarter of fiscal 1999.

Sales to Coinstar in the third quarter of fiscal year 1999 represented
approximately 27% of total revenue and approximately 37% of manufacturing
revenue, compared to 23% of total revenue and 31% of manufacturing revenue in
the third quarter of fiscal year 1998. For the first nine months of fiscal year
1999, Coinstar represented approximately 23% of total revenue and 31% of
manufacturing revenue compared to 21% of total revenue and 29% of manufacturing
revenue in the first nine months of fiscal year 1998.

SeaMED management expects sales to Coinstar will decrease as a percentage
of total sales in future years, but the percentage will increase for the fourth
quarter of fiscal year 1999.

Significant manufacturing revenues were generated by 19 medical instruments
in the first nine months of fiscal year 1999 compared to 20 medical instruments
in the first nine months of fiscal year 1998. The only nonmedical commercial
product that generated significant manufacturing revenues during the nine months
of fiscal year 1999 and fiscal year 1998 was the Coinstar coin-counting machine.

Engineering revenues decreased by approximately $1.3 million in the third
quarter of fiscal year 1999 from the third quarter of fiscal year 1998, due
primarily to the delay of certain projects and the cancellation of other
projects. These delays and cancellations in the third quarter of fiscal year
1999 were offset by increased time and, to a lessor extent, hourly rates being
billed on existing projects of approximately $3.1 million compared to the third
quarter of fiscal year 1998. For the first nine months of fiscal year 1999
engineering revenues decreased by approximately $790,000 compared to the first
nine months of fiscal year 1998. The decrease in engineering revenues in the
first nine months of fiscal year 1999 was due primarily to delays of certain
projects and the cancellation of other projects. These delays and cancellations
during the first nine months of fiscal year 1999 were

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<PAGE> 62

offset by increased time and, to a lesser extent, hourly rates being billed on
existing projects adding approximately $9.1 million in revenues.

While future engineering revenues are difficult to forecast, SeaMED
management expects engineering revenues for the fourth quarter of fiscal year
1999 will be slightly lower than the third quarter of fiscal year 1999.

Approximately $2.5 million (7%) of total manufacturing revenue came from
United States Surgical in the first nine months of fiscal year 1999 compared to
approximately $3.8 million (12%) in the first nine months of fiscal year 1998.
SeaMED management expects no further sales to United States Surgical in 1999 or
in future years.

As of the end of fiscal year 1998, SeaMED had in its engineering project
pipeline 22 new medical instruments or systems, and six projects that enhance or
are intended to extend the life cycle of existing medical instruments or
systems. At the end of the third quarter of fiscal year 1999, SeaMED had 10 new
medical instruments or systems and 10 projects that enhance or are intended to
extend the life cycle of existing medical instruments or systems. The 20 medical
projects in the pipeline at the end of third quarter of fiscal year 1999 were
being performed for 17 different customers. Although management believes that
many of the 19 medical projects and one non-medical project in the pipeline have
a good chance of some day resulting in manufacturing contracts from which SeaMED
will derive substantial manufacturing revenues, the volume and timing of future
manufacturing revenues that relate to any specific engineering project are
highly variable, and certain engineering projects in the pipeline may not lead
to future manufacturing revenues.

Price adjustments under existing manufacturing contracts have not been
significant. Increases in revenues have not been significantly influenced by
inflation.

GROSS MARGIN

The following table sets forth gross margin, both in dollar amounts and as
a percentage of the corresponding revenue figure for the periods indicated.

<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31, NINE MONTHS ENDED MARCH 31,
--------------------------------------------- ---------------------------------------------
1999 1998 1999 1998
--------------------- --------------------- --------------------- ---------------------
GROSS GROSS GROSS GROSS GROSS GROSS GROSS GROSS
MARGIN($) MARGIN(%) MARGIN($) MARGIN(%) MARGIN($) MARGIN(%) MARGIN($) MARGIN(%)
--------- --------- --------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Manufacturing......... $1,051 10.1% $2,106 18.3% $5,126 14.3% $5,945 18.8%
Engineering........... 116 2.1% 951 14.1% 1,500 8.2% 2,614 13.7%
------ ------ ------ ------
Total gross
margin............ $1,167 7.4% $3,057 16.7% $6,626 12.2% $8,559 16.9%
====== ====== ====== ======
</TABLE>

Manufacturing gross margin decreased to 10.1% of manufacturing revenues in
the third quarter of fiscal year 1999 from 18.3% in the third quarter fiscal
year 1998, due primarily to excess capacity related to the decline in medical
manufacturing revenue during the quarter. Manufacturing gross margin for the
first nine months of fiscal year 1999 decreased to 14.3% from 18.8% for the nine
months of fiscal year 1998. SeaMED reduced headcount approximately 6% during the
third quarter of fiscal year 1999 and expects a further reduction during the
fourth quarter of fiscal year 1999 in an effort to improve gross margins in
future periods. SeaMED management expects manufacturing gross margins as a
percentage of revenue to remain lower than historic levels for the remainder of
fiscal year 1999 but to improve in future years.

Engineering gross margin as a percentage of engineering revenues decreased
to 2.1% in the third quarter of fiscal year 1999 from 14.1% in the third quarter
of fiscal year 1998. The decrease is attributable to lower engineering revenue,
lower utilization rates and increased costs associated with

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<PAGE> 63

the addition of the Company's new development facility. Management expects that
engineering gross margins as a percentage of sales will fluctuate from quarter
to quarter but should approximate 11%.

Marketing, General and Administrative Expenses

Marketing, general and administrative expenses decreased to $1.2 million in
the third quarter and $3.6 million for the first nine months of fiscal year 1999
compared to $1.5 million for the third quarter and $4.2 million for the first
nine months of fiscal year 1998. The dollar decrease was due primarily to lower
expenses associated with the company-wide plan attainment bonus. These savings
were offset by the increase in costs associated with disseminating information
to shareholders and the public, and severance charges of approximately $237,000
related to the cost reduction program instituted during the third quarter of
fiscal 1999. The decrease in marketing, general and administrative expenses as a
percentage of revenue is primarily due to the spreading of fixed costs over a
higher revenue base. SeaMED management expects marketing, general and
administrative expenses as a percentage of revenues to remain approximately the
same in the near term.

Operating Income

Operating income decreased to approximately breakeven in the third quarter
of fiscal year 1999 from $1.6 million (8.8% of revenues) in the third quarter of
fiscal year 1998. The decrease in operating income is primarily the result of
lower manufacturing and engineering gross margins during the third quarter of
fiscal year 1999. Operating income decreased to $3.0 million (5.6% of revenues)
for the first nine months of fiscal year 1999 compared to $4.4 million (8.6% of
revenues) for the comparable 1998 period. The decrease in operating income for
the first nine months of fiscal year of 1999 are due primarily to the decrease
in gross margin, as described above.

FISCAL YEARS 1998, 1997 AND 1996

The following table sets forth statement of income data as a percentage of
revenues for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-----------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Revenues.................................................... 100.0% 100.0% 100.0%
Cost of sales............................................... 83.3 82.7 80.7
----- ----- -----
Gross margin................................................ 16.7 17.3 19.3
Marketing, general and administrative....................... 7.9 9.3 11.3
----- ----- -----
Operating income............................................ 8.8 8.0 8.0
Other income (expenses), net................................ 0.2 -- (0.7)
----- ----- -----
Income before income taxes.................................. 9.0 8.0 7.3
Income tax provision........................................ 3.1 2.8 2.6
----- ----- -----
Net income.................................................. 5.9% 5.2% 4.7%
===== ===== =====
</TABLE>

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<PAGE> 64

REVENUES

The following tables set forth revenues with the corresponding percentage
of total revenues and the percentage increase for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
--------------------------------------------------------------------------------------------
1998 1997 1996
-------------------- -------------------- --------------------
% OF % OF % OF
TOTAL % TOTAL % TOTAL
REVENUES REVENUES INCREASE REVENUES REVENUES INCREASE REVENUES REVENUES
-------- -------- -------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Manufacturing............ $44,389 63.4% 34.6% $32,983 63.3% 86.1% $17,725 67.8%
Engineering.............. 25,592 36.6 33.6% 19,150 36.7 127.8% 8,405 32.2
------- ----- ------- ----- ------- -----
Total revenues...... $69,981 100.0% 34.2% $52,133 100.0% 99.5% $26,130 100.0%
======= ===== ======= ===== ======= =====
</TABLE>

Manufacturing revenues increased by approximately $11.4 million in fiscal
year 1998 from fiscal year 1997, due primarily to three medical instruments
adding approximately $8.3 million and one nonmedical product manufactured for
Coinstar under a nonexclusive contract adding approximately $2.8 million in
revenues. Increases in manufacturing revenues in fiscal year 1998 were offset by
decreased volume of certain instruments and the phaseout of other instruments.
Manufacturing revenues increased by approximately $15.3 million in fiscal year
1997 from fiscal year 1996, due primarily to a nonmedical product manufactured
for Coinstar under a nonexclusive contract adding approximately $10.0 million in
revenues and new and existing instruments adding approximately $9.1 million in
revenues. Increases in manufacturing revenues in fiscal year 1997 were offset by
decreased volume of certain instruments and the phaseout of other instruments.

Sales to Coinstar in fiscal year 1998 represented approximately 23% of
total revenue and approximately 32% of manufacturing revenue, compared to 25% of
total revenue and 35% of manufacturing revenue in fiscal year 1997.

Significant manufacturing revenues were generated by 19 medical instruments
in fiscal year 1998 compared to 14 medical instruments in fiscal year 1997.

Engineering revenues increased by approximately $6.4 million in fiscal year
1998 from fiscal year 1997, due primarily to new projects and increased time
and, to a lesser extent, increased hourly rates being billed on existing
projects adding approximately $12.2 million in revenues. Engineering revenues
increased by approximately $10.7 million in fiscal year 1997 from fiscal year
1996, due primarily to new projects and increased time and hourly rates on
existing projects adding approximately $12.0 million in revenues. Increases in
engineering revenues were offset by the transition of certain projects from
engineering to manufacturing and other projects being delayed or canceled.

Approximately $5.1 million of the revenue in fiscal year 1998 came from
United States Surgical Corporation, compared to $6.7 million in fiscal year
1997. Engineering revenue for United States Surgical in fiscal year 1998
represented approximately 20% of total engineering revenue and approximately 17%
of total revenue. Sales to United States Surgical in fiscal year 1997
represented approximately 35% of total engineering revenue and approximately 14%
of total revenue.

As of the respective ends of fiscal years 1998 and 1997, SeaMED had in its
engineering project pipeline 22 and 18 new medical instruments or systems, and
six and eight projects that enhance or are intended to extend the life cycle of
existing medical instruments or systems. The 28 medical projects in the pipeline
as of fiscal year 1998 were being performed for 21 different customers (26
medical projects for 21 different customers as of the end of fiscal year 1997).

All projects in SeaMED's engineering pipeline at December 31, 1998 were for
medical instruments.

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<PAGE> 65

Price adjustments under existing manufacturing contracts have not been
significant. Increases in revenues have not been significantly influenced by
inflation.

Gross Margin

The following tables set forth gross margin, both in dollar amounts and as
a percentage of the corresponding revenue figure for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
--------------------------------------------------------------------------
1998 1997 1996
---------------------- ---------------------- ----------------------
GROSS GROSS GROSS GROSS GROSS GROSS
MARGIN($) MARGIN(%) MARGIN($) MARGIN(%) MARGIN($) MARGIN(%)
--------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Manufacturing.................. $ 8,231 18.5% $6,615 20.1% $4,184 23.6%
Engineering.................... 3,465 13.5% 2,387 12.5% 854 10.2%
------- ------ ------
Total gross margin........ $11,696 16.7% $9,002 17.3% $5,038 19.3%
======= ====== ======
</TABLE>

Manufacturing gross margin decreased to 18.5% of manufacturing revenues in
fiscal year 1998 from 20.1% in fiscal year 1997, due primarily to changes in the
product mix to lower gross margin products, including margin derived from
SeaMED's nonmedical customer. Fiscal year 1997 was also the last year SeaMED
derived revenues and high margin from its proprietary instrument. SeaMED's
revenue from its proprietary instrument was $1.4 million in both fiscal year
1997 and fiscal year 1996. Engineering gross margin as a percentage of
engineering revenues increased to 13.5% in fiscal year 1998 from 12.5% in fiscal
year 1997. This trend was due primarily to spreading certain fixed engineering
costs over a higher revenue base, better utilization of engineers, and increased
hourly rates for engineering services.

Manufacturing gross margin decreased to 20.1% of manufacturing revenues in
fiscal year 1997 from 23.6% in fiscal year 1996, due primarily to changes in the
product mix to lower gross margin products, including margin derived from it's
nonmedical customer. Pre-production revenue in fiscal year 1997, which
historically produces lower gross margins, doubled as a percentage of sales from
fiscal year 1996. Engineering gross margin as a percentage of engineering
revenues increased to 12.5% in fiscal year 1997 from 10.2% in fiscal year 1996.
This trend was due primarily to spreading certain fixed engineering costs over a
higher revenue base, better utilization of engineers, and increased hourly rates
for engineering services.

Marketing, General and Administrative Expenses

Marketing, general and administrative expenses increased to $5.5 million in
fiscal year 1998 from $4.8 million in fiscal year 1997 and $2.9 million in
fiscal year 1996, but as a percentage of revenue decreased from 11.3% in fiscal
year 1996 to 9.3% in fiscal year 1997 to 7.9% in fiscal 1998. The dollar
increases were due primarily to costs associated with disseminating information
to shareholders and the public, increased headcount and management information
systems costs associated with SeaMED's growth. The decrease in marketing,
general and administrative expenses as a percentage of revenue is primarily due
to the spreading of fixed costs over a higher revenue base.

Operating Income

Operating income increased 48.6% to $6.2 million (8.8 % of revenues) in
fiscal year 1998 from $4.2 million (8.0% of revenues) in fiscal year 1997. The
$4.2 million in operating income in fiscal year 1997 represented a 97.7%
increase from fiscal year 1996. Increases in operating income are due primarily
to an increase in sales volume, improved engineering margins and a decrease in
marketing, general and administrative expenses as a percent of sales. These
improvements were offset by the

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decrease in manufacturing margins in 1998 and 1997 and by the increase in
SeaMED-wide bonus in fiscal year 1997.

Income Taxes

During 1998, 1997 and 1996, SeaMED's effective tax rate was 34%, 35% and
35%, respectively, which approximates the federal statutory rate of 34%, and
SeaMED expects that its effective tax rate will continue to approximate the
federal statutory rate in the future.

LIQUIDITY AND CAPITAL RESOURCES

SeaMED has historically financed its operations through earnings, debt and
sales of securities. In fiscal year 1998 SeaMED's operating activities provided
$98,000 to SeaMED. This total amount of net cash in fiscal year 1998 was
relatively small despite increased earnings, due primarily to SeaMED's growth
requiring substantial working capital primarily to support increased accounts
receivable and inventories.

As part of its strategy to finance its growth, on November 19, 1996, SeaMED
completed its initial public offering of securities, selling 1,529,720 shares of
common stock at $11 per share, resulting in net proceeds to SeaMED of
approximately $14.8 million. Of the net proceeds, SeaMED used approximately $1.8
million to pay a cumulative preferred dividend on its convertible redeemable
preferred stock, approximately $1.8 million to pay down a line of credit to zero
and approximately $1.3 million to pay off three notes payable. SeaMED has used a
portion of the remaining net proceeds to continue funding working capital needs
resulting from its growth and for general corporate purposes, including
leasehold improvements and purchases of equipment.

In July of 1998, SeaMED's board of directors approved an increase to its
existing working capital line of credit. Under this agreement SeaMED can borrow
up to 85% of eligible accounts receivable and 50% of eligible inventory up to a
maximum of $20.0 million. Borrowings under this agreement, and the equipment
loan agreement, require compliance with certain covenants, including a maximum
debt-to-equity ratio of 1.25-to-1, minimum ratio of earnings before income taxes
and interest of 2.0-to-1 and dividend restrictions. Borrowings under this
agreement bear interest at the bank's prime rate minus .25% or LIBOR plus 1.2%.
This agreement expires October 1, 2001. There were no borrowings outstanding
under this line of credit at March 31, 1999.

In the first nine months of fiscal year 1999 SeaMED's operating activities
provided $4.9 million to SeaMED due primarily to decreases in inventory. During
fiscal year 1998, SeaMED borrowed $2.5 million against an existing equipment
credit facility. During the first quarter of fiscal year 1999, SeaMED borrowed
an additional $1.5 million against such equipment credit facility, bringing
total borrowings against existing equipment to $4.0 million. Borrowings under
this agreement bear interest at LIBOR plus 1.4% (6.25% at March 31, 1999). This
agreement expires October 1, 2001.

SeaMED believes that its existing capital resources and amounts available
under its existing working capital facility will satisfy SeaMED's anticipated
capital needs for the next 18 to 36 months, depending primarily on SeaMED's
growth rate and its results of operations. To accommodate anticipated future
growth, SeaMED will need additional sources of capital to fund working capital
needs for inventory and accounts receivable, to lease and acquire furniture and
equipment for additional plant facilities, fund leasehold improvements and make
other capital expenditures.

SeaMED now has approximately 213,500 total square feet of space. SeaMED
will take an additional 20,500 square feet in June of 1999, bringing total
square footage to 234,000 by the end of fiscal 1999. A total of 82,000 total
square feet, located in a single new building, will have been acquired by SeaMED
from July of 1998 through June of 1999. Due in large part to preparing the new
facilities for occupancy, SeaMED spent $2.1 million on equipment and leasehold
improvements

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<PAGE> 67

during the six months of fiscal year 1999 compared to $1.6 million during the
first six months of fiscal year 1998. SeaMED anticipates spending $3.5 million
on capital expenditures in fiscal year 1999, compared to $2.6 million in fiscal
year 1998 and $2.8 million in fiscal year 1997. Capital expenditures were $1.5
million in fiscal year 1996.

QUANTITATIVE AND QUALITATIVE MARKET RISK

SeaMED is subject to interest rate risk resulting from amounts outstanding
under one of its borrowings. At March 31, 1999, SeaMED had an interest rate
contract with a notional principal amount of $4.0 million that effectively
converts the $4.0 million variable rate note to a fixed rate of 7.5%. SeaMED
believes the difference between the fixed rate of 7.5% and the variable rate of
6.46% at March 31, 1999 to be immaterial.

OUTLOOK: ISSUES AND UNCERTAINTIES

SeaMED does not provide forecasts of future financial performance. While
SeaMED's management is optimistic about SeaMED's long-term prospects, the
following issues and uncertainties, among others, should be considered in
evaluating its growth outlook.

FACTORS AFFECTING CUSTOMERS, WHICH MAY AFFECT SeaMED

SeaMED's success depends on the success of its customers and their
instruments manufactured by SeaMED. Any unfavorable developments or adverse
effects on the sales of those products or its customers' businesses, results of
operations or financial condition could have a corresponding adverse effect on
SeaMED. SeaMED believes that its customers and their products, and, accordingly,
SeaMED, are generally subject to the following risks:

Highly Competitive Environment. The medical products industry is highly
competitive and subject to significant technological change, and requires
ongoing investment to keep pace with technological developments and quality and
regulatory requirements. Many of SeaMED's customers are emerging medical
technology companies that have competitors and potential competitors with
substantially greater capital resources, research and development staffs and
facilities and substantially greater experience in developing new products,
obtaining regulatory approvals and manufacturing and marketing medical products.

Extensive Government Regulation. SeaMED's customers are subject to
regulation by the FDA in substantially the same manner as SeaMED (see "Business
of SeaMED -- Government Regulation," at page 56). As a result, SeaMED's
customers need FDA clearances or approvals before marketing new medical devices.
The FDA may require substantial preclinical and clinical testing that cause
substantial delays and even prevent marketing an instrument. With respect to
sales outside the United States, government regulations vary widely, with the
government approval process sometimes longer and sometimes shorter than in the
United States. Government regulation and oversight continues during the life of
the product with respect to both manufacturing and marketing. Government
regulators may impose various penalties, including prohibiting further product
sales, on SeaMED's customers (or SeaMED as their manufacturer) for violating
regulations.

Uncertain Market Acceptance of Products; Product Obsolescence. We cannot
accurately predict if SeaMED's customers' products will succeed in the market.
The products will be successful only if physicians, patients, hospitals, clinics
or health care payors are willing to purchase the products in sufficient
quantity and at high enough prices to make it profitable for SeaMED and its
customers. Market acceptance usually requires educating the physicians,
overcoming their objections (for example, to possible side-effects) and
convincing health insurers that the benefits outweigh related costs. Even if a
product becomes accepted by the market, rapid technological innovation may make

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<PAGE> 68

products obsolete, especially if testing the product and obtaining government
approvals require a period of years.

Customers May Need Additional Capital to Continue Projects. Many of
SeaMED's customers, especially emerging medical technology companies, are not
profitable and may have little or no revenues. Those customers may need to raise
additional funds through public or private financings, including equity
financings in order to continue the development or testing of their products. If
a customer cannot raise sufficient capital, it may be unable to pay SeaMED to
continue development of the product.

Uncertainty of Third-party Reimbursement. Many of SeaMED's customers rely
on reimbursement from government programs such as Medicare, private health
insurance companies or health maintenance organizations for the cost of their
products. If those organizations refuse to authorize reimbursement at high
enough prices to make it profitable for SeaMED and its customer, the product is
less likely to succeed.

Nonmedical Customer. SeaMED's nonmedical customer is subject to general
business risks, such as competition, market acceptance of its product, capital
requirements and credit risks. SeaMED's nonmedical customer operates in a highly
competitive industry in which its product competes on price, quality and product
enhancements and is subject to risks of technological obsolescence. As a result,
sales to its nonmedical customer may be volatile and subject to risks of
cancellation.

SeaMED'S OPERATING RESULTS ARE LIKELY TO VARY SIGNIFICANTLY

SeaMED's annual and quarterly operating results are affected primarily by
the volume and timing of customer orders. Customer orders vary due to:

- variation in demand for the customer's products as a result of, among
other things, product life cycles, competitive conditions and general
economic conditions,
- the customer's attempt to balance its inventory,
- the customer's need to adapt to changing regulatory conditions and
requirements, and
- changes in the customer's manufacturing strategy.

SeaMED's customers have broad discretion to control the volume and timing of
instrument deliveries, usually without penalty. As a result, production may be
reduced or discontinued at any time, causing substantial sales fluctuations from
quarter to quarter or from year to year. Because SeaMED's business organization
and its related cost structure anticipate supporting a certain minimum level of
revenues, SeaMED's limited ability to adjust its short-term cost structure would
compound the adverse effect of any significant revenue reduction.

DEPENDENCE ON SMALL NUMBER OF CUSTOMERS

In fiscal years 1997 and 1998, 80% and 72% of SeaMED's net sales were to
its ten largest customers. SeaMED's sales to Coinstar represented approximately
23% of SeaMED's revenues for fiscal year 1998 and also 23% of SeaMED's revenues
for the first nine months of fiscal year 1999. Coinstar can by contract cancel
or modify orders with SeaMED on 90 days' notice. SeaMED's sales to United States
Surgical Corporation were approximately 17% of SeaMED's revenues for fiscal year
1998 and 7% of SeaMED's revenues for the first nine months of fiscal year 1999;
SeaMED expects virtually no further sales to United States Surgical due to its
acquisition by another corporation.

COMPETITION

SeaMED faces competition from current and prospective customers who
evaluate SeaMED's capabilities against the merits of designing, engineering and
manufacturing instruments internally.

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<PAGE> 69

SeaMED also faces competition from design firms and other manufacturers that
operate in the medical technology industry, several of which have greater
resources and can attract larger projects than SeaMED.

COMPLIANCE WITH REGULATORY AGENCY REQUIREMENTS

SeaMED's design and manufacturing processes are subject to a variety of
regulatory agency requirements in the United States and foreign countries.
SeaMED spends substantial management time and dollars obtaining and maintaining
required regulatory approvals. If SeaMED violates regulatory approvals or
quality standards, SeaMED could face civil and criminal penalties, have to shut
down its manufacturing facilities or incur other less severe sanctions.

ADVERSE EFFECT OF PRODUCT RECALLS

Many of the instruments SeaMED designs or manufactures are life-sustaining,
life-supporting or implantable medical products. If an instrument designed or
manufactured by SeaMED is found to be defective, whether due to design or
manufacturing defects, to improper use of the product or to other reasons, the
instrument may need to be recalled, possibly at SeaMED's expense. A product
recall could cause a general investigation of SeaMED by applicable regulatory
authorities as well as cause other customers to review and potentially terminate
their relationships with SeaMED.

DEPENDENCE ON KEY PERSONNEL

SeaMED's future success depends to a significant extent on the continued
service of certain of its key managerial, technical and engineering personnel,
particularly its President and Chief Executive Officer, W. Robert Berg, and its
continuing ability to attract, train, assimilate and retain highly qualified
engineering, technical and managerial personnel experienced in commercializing
medical products.

YEAR 2000 TECHNOLOGY ISSUES

SeaMED continues to evaluate the capability of its computer software,
hardware and other electronic equipment to accurately function and accurately
recognize and process data in the year 2000 and beyond. SeaMED is in the final
stages of its evaluation of its various information technology systems and
services, including servers, desktop stations, software applications and WAN
equipment, as well as external services, such as internet access and telephone.
SeaMED is in the final stages of the implementation of all corrective measures
for such systems and equipment and anticipates completion of such implementation
by July 1, 1999. Year 2000 issues were identified primarily in SeaMED's
financial information software programs. SeaMED has also implemented corrective
measures in its critical date sensitive technology systems by upgrading its
software and hardware systems, including incorporating new Year 2000 fixes as
released by manufacturers. Internal testing of the corrective measures has been
completed, and SeaMED believes that such measures have adequately addressed all
identified Year 2000 issues in SeaMED's information technology systems.

SeaMED has evaluated most reasonably likely worst-case scenarios involving
the failure of its various information systems. In those scenarios, SeaMED would
be unable to access data and applications utilized in manufacturing processes,
and experience a slow-down of production. Accordingly, SeaMED has formulated
contingency plans to secure backup systems and services in order to maintain at
least partial operations under such circumstances.

SeaMED recognizes that its operations and manufacturing revenues may be
adversely impacted if its customers or suppliers do not address Year 2000 issues
on a timely basis. The FDA has issued regulations requiring all medical device
companies (which includes almost all SeaMED customers) to

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<PAGE> 70

disclose whether they will be Year 2000 compliant. SeaMED has been monitoring
FDA Year 2000 compliance filings of its manufacturing customers and has been in
contact with several key customers in order to determine their state of Year
2000 readiness. SeaMED also conducted an extensive analysis of medical devices
currently and previously manufactured for different customers, and has
undertaken to inform customers of the results of these tests.

SeaMED has also contacted over 60 of its most significant suppliers in
order to assess their Year 2000 readiness, including sole source vendors that
provide materials critical to the production of manufactured devices. Responses
have been received from the majority of suppliers contacted, with 32 indicating
that they are currently Year 2000 compliant. The remainder of responding
suppliers have indicated that they continue to evaluate Year 2000 issues and
expect to attain compliance before the end of the calendar year. Those suppliers
that have not responded will be re-contacted by SeaMED prior to June 30, 1999.

SeaMED believes the most reasonably likely worst-case conditions involving
its vendors would be the failure of certain sole source vendors to provide
materials or components, which could cause SeaMED to shut down manufacturing
operations that are dependent upon the specific materials or components. As a
result, SeaMED is developing contingency plans that may include increasing
stocking levels for certain key components. SeaMED anticipates finalizing such
contingency plans by June 30, 1999.

In addition, SeaMED recognizes that its service providers, such as freight
companies, mail and other delivery services, financial services companies and
others, may adversely affect SeaMED if they do not address Year 2000 issues.
While SeaMED has evaluated the Year 2000 compliance of its telephone systems and
has arranged for back-up providers of telephone and internet services in the
event of loss of primary services, it has not evaluated the Year 2000 readiness
of other basic service providers.

SeaMED does not expect the costs associated with Year 2000 testing,
upgrades and contingency planning to exceed $100,000.

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<PAGE> 71

OWNERSHIP OF SEAMED COMMON STOCK

In the following table, SeaMED provides information about the beneficial
ownership of shares of SeaMED common stock at June 9, 1999 by its directors,
certain highly compensated executive officers, directors and executive officers
as a group, and other persons who beneficially own more than 5% of SeaMED's
outstanding common stock. The table also shows the number of shares included in
beneficial ownership which are subject to options which are currently
exercisable or are exercisable within 60 days of June 9, 1999.

<TABLE>
<CAPTION>
SEAMED COMMON STOCK
----------------------------------- OPTIONS IN
DIRECTORS, OFFICERS AND 5% SHAREHOLDERS NUMBER OF SHARES PERCENT OF CLASS OWNERSHIP
--------------------------------------- ---------------- ---------------- ----------
<S> <C> <C> <C>
R. Scott Asen.......................................... 675,348(1) 12.0% 15,000
The Bessemer Group, Incorporated....................... 341,224(2) 6.1% --
W. Robert Berg......................................... 216,864 3.8% 42,776
Stephen J. Clearman.................................... 50,737 * 15,000
William H. Gates, Sr. ................................. 40,750 * 12,750
Richard O. Martin, Ph.D................................ 13,750 * 12,750
Richard Wohns, M.D. ................................... 8,400 * 7,500
Edgar F. Rampy......................................... 44,331 * 4,244
S. Erik Hagstrom....................................... 35,052 * 4,906
Donald Rich............................................ 31,234 * 13,978
Marcia Page............................................ 28,073 * 7,384
All directors and executive officers as a group (11
persons)............................................. 1,144,539 20.0% 136,288
</TABLE>

- ---------------
* Less than one percent

(1) The address of Mr. Asen is c/o Asen & Co., Inc., 224 East 49th Street, New
York, NY 10017.

(2) The address of The Bessemer Group, Incorporated is 100 Woodbridge Center
Drive, Woodbridge, NJ 07095. Bessemer Group is a holding company for
Bessemer Trust Company, National Association, 630 Fifth Avenue, New York, NY
10111; Bessemer Trust which is a trust company holding shares for others.
Bessemer Trust holds the referenced securities in accounts managed by
Bessemer Trust.

Messrs. Asen, Berg and Rampy have each signed agreements with Plexus which
require them to vote to approve the merger agreement.

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<PAGE> 72

COMPARISON OF SHAREHOLDER RIGHTS

Upon consummation of the merger, the shareholders of SeaMED will become
shareholders of Plexus. The rights of the Plexus shareholders are governed by
Wisconsin law and the Plexus restated articles of incorporation and bylaws. The
rights of the SeaMED shareholders presently are governed by Washington law and
the SeaMED restated articles of incorporation and bylaws. These rights differ in
certain respects and the material differences are summarized below.

VOTING RIGHTS

Holders of both Plexus common stock and SeaMED common stock are entitled to
one vote per share on all matters submitted to a shareholder vote, except that
the voting power of shares of Plexus common stock may be limited by the control
share voting restrictions described below under "Anti-Takeover
Laws -- Wisconsin -- Control Share Voting Restrictions."

STATUTORY SHAREHOLDER LIABILITY

Wisconsin law imposes personal liability on shareholders of Wisconsin
corporations for debts owed to employees for services performed, but not
exceeding six months service in any one case. While the relevant statute limits
this liability to the par value of the shares held (which is $.01 per share for
Plexus common stock), this limitation has been interpreted by a Wisconsin trial
court to mean the consideration paid to the corporation for such shares. This
decision was affirmed by a split decision of the Wisconsin Supreme Court without
a written opinion and with one justice abstaining. There is no comparable
provision under Washington law.

BOARD OF DIRECTORS

Election. Under both Wisconsin and Washington law, and consistent with the
Plexus and SeaMED articles, directors of each company are elected by a plurality
of votes cast by shareholders at a meeting of shareholders at which a quorum is
in attendance. Neither the Plexus nor the SeaMED shareholders may cumulate votes
in the election of directors.

Classification. The SeaMED articles classify the board of directors into
three classes with staggered three-year terms. One-third of the directors are
elected each year. The Plexus board of directors is not classified, and the
directors are elected annually for a one-year term.

Removal. Shareholders of both Plexus and SeaMED are entitled under relevant
state law to remove directors, with or without cause, by a plurality of the
votes cast at a duly-called meeting (special meeting in the case of SeaMED)
where a quorum is present. However, a director of either corporation who was
elected by a group of shareholders entitled to vote as a class may be removed
only by the shareholders of that group. Plexus shareholders are entitled to call
special meetings of shareholders; SeaMED shareholders are not. See "Special
Meetings of Shareholders," below.

Vacancies. Vacancies on the Plexus board of directors may be filled by the
board (by a majority of all remaining directors, if less than a quorum) or by
shareholders. If the vacant office was held by a director elected by a group of
shareholders entitled to vote as a class, only the shareholders of that voting
group may vote to fill the vacancy, if it is filled by shareholders, and only
the remaining directors elected by that voting group may vote to fill the
vacancy if it is filled by directors. Vacancies on the SeaMED board may be
filled by a majority of the remaining board members or by shareholders.

Nomination. Shareholders of Plexus and SeaMED are entitled to nominate
persons for director, but only by giving timely advance written notice of such
nomination to the relevant company which includes, among other things, certain
specified information about the nominee.

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<PAGE> 73

Liability of Directors. Under Wisconsin law, the Plexus directors are
liable to the corporation for breach of fiduciary duty only if such breach
constitutes certain types of willful misconduct and violations of criminal law.
Except in the case of this type of breach, a Wisconsin corporation must
indemnify directors against damages and costs incurred in connection with any
proceeding where the director was a party because of being a director. The
SeaMED articles provide a similar limitation of liability and mandatory
indemnification for directors.

SPECIAL MEETINGS OF SHAREHOLDERS

Under Wisconsin law, a special meeting of shareholders may be called by the
board of directors, a person authorized to do so in the articles or bylaws, or
shareholders holding at least 10% of the voting power of all shares entitled to
vote on any issue proposed to be considered at the meeting. The Plexus bylaws
authorize the Chairman of the board and the President to call special meetings
of shareholders.

Washington law permits a corporation to restrict or deny the right to call
a special meeting of shareholders. Consistent with this, the SeaMED articles
provide that only the board of directors or a committee thereof may call a
special meeting of shareholders.

PREFERRED STOCK

Both Plexus and SeaMED have 5,000,000 authorized but unissued shares of
preferred stock. These shares may be issued in one or more series with such
voting, dividend, liquidation and other rights as may be specified by the
relevant board of directors at the time the shares are issued. Plexus has
designated 1,000,000 of its preferred shares as Series A Junior Participating
Preferred Stock. These shares are reserved for issuance pursuant to the rights
granted under the Plexus shareholder rights agreement. Although SeaMED has not
designated any preferred shares for issuance under its shareholder rights
agreement, it is obligated to do so if the rights become exercisable. See
"Shareholder Rights Plan" below for a discussion of each of these shareholder
rights agreements. Neither Plexus nor SeaMED have any shares of preferred stock
outstanding.

AMENDMENT OF THE ARTICLES OF INCORPORATION

Under Wisconsin law, the Plexus articles may be amended by shareholders by
the affirmative vote of a majority of the votes cast by each group of
shareholders entitled to vote on such amendment as a group, a quorum being in
attendance.

Under Washington law, an amendment to the SeaMED articles must be
recommended to the shareholders by the board of directors, unless the board of
directors determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates the basis for
its determination to the shareholders with the amendment. After recommendation,
the amendment must be approved by a majority of all the votes entitled to be
cast by each voting group entitled to vote thereon, unless another proportion is
specified by the articles, by the board of directors as a condition to its
recommendation, or by other provisions of Washington law. The SeaMED articles
require a two-thirds vote of all outstanding shares of capital stock to repeal
or amend any provision regarding the number of directors, the limitation of
director liability or the indemnification of directors.

APPROVAL OF FUNDAMENTAL TRANSACTIONS

Mergers and Share Exchanges. Under Wisconsin law, a plan of merger or share
exchange involving Plexus generally must be approved by each voting group of
shareholders entitled to vote separately on the plan by a majority of all the
votes entitled to be cast on the plan by that voting group. However, certain
transactions subject to the Wisconsin anti-takeover laws require a greater

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<PAGE> 74

vote. See "Anti-Takeover Laws," below. In addition, certain mergers in which
Plexus is the surviving corporation and which do not affect the articles or the
rights of existing shareholders do not require shareholder approval.

Because this merger is between a subsidiary of Plexus and SeaMED, no
approval of the Plexus shareholders is required.

Under Washington law, a plan of merger or share exchange involving SeaMED
generally must be approved by two-thirds of all the votes entitled to be cast by
shareholders on the plan by each shareholder voting group entitled to vote
separately on the plan. However, certain mergers in which SeaMED is the
surviving corporation and which do not affect the articles or the rights of
existing shareholders do not require shareholder approval.

This merger must be approved by a two-thirds vote of the SeaMED
shareholders.

Sale of Assets; Dissolution. Under Wisconsin law, Plexus may sell or
otherwise dispose of substantially all its property outside the ordinary course
of business or dissolve only if the transaction is approved by the board of
directors and a majority of all the votes entitled to be cast by each group of
shareholders entitled to vote as a group.

Under Washington law, SeaMED may sell or otherwise dispose of substantially
all of its property outside of the ordinary course of business or dissolve only
if the Board of Directors recommends the proposed transaction to the
shareholders and the shareholders approve the transaction by the vote of
two-thirds of the votes entitled to be cast.

DISSENTERS' RIGHTS

Plexus shareholders may dissent from a proposed merger or share exchange
and receive the fair value of their shares only where the transaction involves a
significant shareholder. A significant shareholder is defined for this purpose
to mean generally a person or group who directly or indirectly owns 10% or more
of the Plexus voting stock, or is an affiliate of Plexus and directly or
indirectly owned 10% or more of such voting stock within the last two years.
Plexus shareholders are not entitled to dissenters' rights in this merger.

The SeaMED shareholders are entitled under Washington law to exercise
dissenters' rights in certain transactions, including any merger, share
exchange, sale or exchange of substantially all assets outside of the ordinary
course, amendment to the articles of incorporation that materially reduces the
number of shares owned by the shareholder to a fraction of a share if the
fractional share so created is to be acquired for cash pursuant to Section
23B.06.404 of the Washington Business Corporation Act, and other corporate
action taken pursuant to a shareholder vote to the extent the articles of
incorporation, bylaws, or a resolution of the board of directors provides that
voting or non-voting shareholders are entitled to dissent and obtain payment for
their shares. These rights apply to this merger and are discussed above under
"Dissenters' Rights of Appraisal."

SHAREHOLDER RIGHTS PLAN

Plexus and SeaMED each have in effect substantially similar shareholder
rights plans. Under these plans, the corporation issues rights which attach to
each share of common stock. The rights generally entitle a holder to purchase
common stock from the issuer at one-half its value ten days after any person or
group acquires 15% or more of the outstanding common stock of the issuer or
commences or announces an intent to commence a tender or exchange offer that
would result in such stock ownership. The rights held by such person or group
are rendered void under the plans. If following the time the rights become
exercisable the issuer enters into a merger or other business combination with a
person or group owning generally 15% or more of the issuer's common stock, the
rights generally entitle the holders (but not any such person or group) to
purchase stock of such

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<PAGE> 75

person or group, or an affiliate thereof, at one-half its value. The rights may
be redeemed for a nominal amount at any time prior to the time they become
exercisable.

The rights issued under these shareholder rights plans may make any merger
or other acquisition of Plexus or SeaMED prohibitively expensive unless it is
approved by the board of directors, because the rights allow shareholders to
purchase the voting securities of Plexus or SeaMED, as the case may be, or a
potential acquiror, at a fraction of their fair market value.

Because the SeaMED board of directors has approved the merger for purposes
of its shareholder rights plan, the merger will not trigger the exercisability
of the purchase rights under that plan.

ANTI-TAKEOVER LAWS

Wisconsin.

Business Combination Statute. Sections 180.1140 to 180.1144 of the
Wisconsin Business Corporation Law regulate a broad range of business
combinations between a resident domestic corporation and an interested
stockholder. A business combination is defined to include any of the following
transactions:

- merger or share exchange;
- sale, lease, exchange, mortgage, pledge, transfer, or other disposition
of assets equal to 5% or more of the market value of the stock or assets
of the company or 10% of its earning power or income;
- issuance of stock or rights to purchase stock with a market value equal
to 5% or more of the outstanding stock; and
- adoption of a plan of liquidation or dissolution.

A resident domestic corporation is defined to mean a Wisconsin corporation
that has a class of voting stock that is registered or traded on a national
securities exchange or that is registered under Section 12(g) of the Exchange
Act and that, as of the relevant date, satisfies any of the following:

- its principal offices are located in Wisconsin;
- it has significant business operations located in Wisconsin;
- more than 10% of the holders of record of its shares are residents of
Wisconsin; or
- more than 10% of its shares are held of record by residents of Wisconsin.

Plexus is a resident domestic corporation for purposes of the Wisconsin
anti-takeover laws.

An interested stockholder is defined to mean a person who beneficially
owns, directly or indirectly, 10% of the voting power of the outstanding voting
stock of a corporation or who is an affiliate or associate of the corporation
and beneficially owned 10% of the voting power of the then outstanding voting
stock within the last three years.

Under this law, Plexus cannot engage in a business combination with an
interested stockholder for a period of three years following the date such
person becomes an interested stockholder, unless the board of directors approved
the business combination or the acquisition of the stock that resulted in the
person becoming an interested stockholder before such acquisition. Plexus may
engage in a business combination with an interested stockholder after the
three-year period with respect to that stockholder expires only if one or more
of the following conditions is satisfied:

- the board of directors approved the acquisition of the stock prior to
such stockholder's acquisition date;
- the business combination is approved by a majority of the outstanding
voting stock not beneficially owned by the interested stockholder; or

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<PAGE> 76

- the consideration to be received by shareholders meets certain fair price
requirements of the statute with respect to form and amount.

Fair Price Statute. The Wisconsin Business Corporation Law also provides,
in Sections 180.1130 to 180.1133, that certain mergers, share exchanges or
sales, leases, exchanges or other dispositions of assets in a transaction
involving a significant shareholder and a resident domestic corporation such as
Plexus require a supermajority vote of shareholders in addition to any approval
otherwise required, unless shareholders receive a fair price for their shares
that satisfies a statutory formula. A significant shareholder for this purpose
is defined as a person or group who beneficially owns, directly or indirectly,
10% or more of the voting stock of the corporation, or is an affiliate of the
corporation and beneficially owned, directly or indirectly, 10% or more of the
voting stock of the corporation within the last two years. Any such business
combination must be approved by 80% of the voting power of the corporation's
stock and at least two-thirds of the voting power of the corporation's stock not
beneficially held by the significant shareholder who is party to the relevant
transaction or any of its affiliates or associates, in each case voting together
as a single group, unless the following fair price standards have been met:

- the aggregate value of the per share consideration is equal to the higher
of:
- the highest price paid for any common shares of the corporation by the
significant shareholder in the transaction in which it became a
significant shareholder or within two years before the date of the
business combination;
- the market value of the corporation's shares on the date of
commencement of any tender offer by the significant shareholder, the
date on which the person became a significant shareholder or the date
of the first public announcement of the proposed business combination,
whichever is higher; or

- the highest preferential liquidation or dissolution distribution to
which holders of the shares would be entitled; and

- either cash, or the form of consideration used by the significant
shareholder to acquire the largest number of shares, is offered.

Washington does not have a similar statute.

Control Share Voting Restrictions. Under Section 180.1150 of the Wisconsin
Business Corporation Law, unless otherwise provided in the articles of
incorporation, the voting power of shares, of a resident domestic corporation,
held by any person or group of persons acting together in excess of 20% of the
voting power in the election of directors is limited (in voting on any matter)
to 10% of the full voting power of those shares. This restriction does not apply
to shares acquired directly from the resident domestic corporation, in certain
specified transactions, or in a transaction in which the corporation's
shareholders have approved restoration of the full voting power of the otherwise
restricted shares. Washington does not have a similar statute. Because of the
10% threshold contained in Wisconsin's business combination statute discussed
above, this control share threshold of 20% may not be implicated unless the
board of directors first approves a transaction that permits the shareholder to
exceed the 10% ownership level.

Defensive Action Restrictions. Section 180.1134 of the Wisconsin Business
Corporation Law provides that, in addition to the vote otherwise required by law
or the articles of incorporation of a resident domestic corporation, the
approval of the holders of a majority of the shares entitled to vote is required
before such corporation can take certain action while a takeover offer is being
made or

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<PAGE> 77

after a takeover offer has been publicly announced and before it is concluded.
This statute requires shareholder approval for the corporation to do either of
the following:

- acquire more than 5% of its outstanding voting shares at a price above
the market price from any individual or organization that owns more than
3% of the outstanding voting shares and has held such shares for less
than two years, unless a similar offer is made to acquire all voting
shares and all securities which may be converted into voting shares; or

- sell or option assets of the corporation which amount to 10% or more of
the market value of the corporation, unless the corporation has at least
three independent directors (directors who are not officers or employees)
and a majority of the independent directors vote not to have this
provision apply to the corporation.

Washington does not have a similar statute.

Washington. Chapter 23B.19 of the Washington Business Corporation Act,
which applies to SeaMED, prohibits a corporation from engaging in certain
significant business transactions with a person or group of persons who
beneficially own 10% or more of the voting securities of the corporation for a
period of five years after such acquisition, unless the transaction or
acquisition of shares is approved by a majority of the members of the board of
directors prior to the time of acquisition. These prohibited transactions
include, among others, the following transactions:

- merger or consolidation with, disposition of assets to, or issuance or
redemption of stock to or from such person or group;
- termination of 5% or more of the employees of the target corporation as a
result of the acquisition by such person or group;
- provision to such person or group of any disproportionate benefit as a
shareholder.

After the five-year period, the corporation may enter into a significant
business transaction with such person or group if it complies with certain fair
price provisions of the statute.

This merger will not be subject to the provisions of the statute because
the SeaMED board has approved the merger agreement and the transactions
contemplated thereby.

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<PAGE> 78

UNAUDITED PRO FORMA CONDENSED
COMBINED PLEXUS FINANCIAL INFORMATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

The following unaudited pro forma condensed combined balance sheet combines
the historical consolidated balance sheets of Plexus and SeaMED, giving effect
to the merger as if it had been effective on March 31, 1999. This information
should be read together with the historical consolidated financial statements
and notes of Plexus and SeaMED. The pro forma financial data presented below
does not necessarily indicate the actual financial position that would have
occurred if the merger had been completed on March 31, 1999, or that may result
in the future.

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
PLEXUS SEAMED ADJUSTMENTS COMBINED
------ ------ ----------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................... $ 33,181 $10,709 -- $ 43,890
Accounts receivable............................. 51,393 12,746 -- 64,139
Inventories..................................... 41,700 10,354 $(1,286)(A) 50,768
Other........................................... 9,136 2,264 -- 11,400
-------- ------- ------- --------
Total current assets.............................. 135,410 36,073 (1,286) 170,197
Property, plant and equipment, net................ 23,252 5,649 28,901
Other............................................. 1,173 250 1,423
-------- ------- ------- --------
Total assets...................................... $159,835 $41,972 $(1,286) $200,521
======== ======= ======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt............... $ 10 $ 994 $ 1,004
Accounts payable................................ 36,705 1,755 $ 4,000(B) 42,460
Other........................................... 15,099 5,676 (450)(C) 20,325
-------- ------- ------- --------
Total current liabilities......................... 51,814 8,425 3,550 63,789
Long-term debt.................................... 147 3,025 -- 3,172
Other............................................. 1,596 -- -- 1,596
Shareholders' equity:
Common stock and additional paid-in capital..... 27,026 21,289 -- 48,315
Note receivable from officer.................... -- (75) -- (75)
Retained earnings............................... 79,252 9,308 (4,836) 83,724
-------- ------- ------- --------
Total shareholders' equity........................ 106,278 30,522 (4,836) 131,964
-------- ------- ------- --------
Total liabilities and shareholders' equity........ $159,835 $41,972 $(1,286) $200,521
======== ======= ======= ========
</TABLE>

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

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<PAGE> 79

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 $38,262 $243,379
Cost of sales.................................... 175,623 32,803 $ (385)(A) 208,102
61(D)
-------- ------- ------ --------
Gross profit..................................... 29,494 5,459 324 35,277
Selling and administrative expenses.............. 10,499 2,410 (61)(D) 12,848
-------- ------- ------ --------
Operating income................................. 18,995 3,049 385 22,429
Other, net....................................... 848 10 858
-------- ------- ------ --------
Income before income taxes....................... 19,843 3,059 385 23,287
Income taxes..................................... 7,938 1,040 135(E) 9,113
-------- ------- ------ --------
Net income....................................... $ 11,905 $ 2,019 $ 250 $ 14,174
======== ======= ====== ========
Basic earnings per share......................... $ 0.79 $ 0.37 $ 0.83
Diluted earnings per share....................... $ 0.73 $ 0.36 $ 0.77
Weighted average shares outstanding:
Basic.......................................... 14,984 5,479 (3,287)(F) 17,176
Diluted........................................ 16,200 5,662 (3,397)(F) 18,465
</TABLE>

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

77
<PAGE> 80

SIX MONTHS ENDED MARCH 31, 1998

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
Plexus SEAMED ADJUSTMENTS COMBINED
------ ------ ----------- ---------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Net sales................................. $193,594 $32,289 $225,883
Cost of sales............................. 171,458 26,787 $ 534(A) 199,261
482(D)
-------- ------- ------- --------
Gross profit.............................. 22,136 5,502 (1,016) 26,622
Selling and administrative expenses....... 9,064 2,750 (482)(D) 11,332
-------- ------- ------- --------
Operating income.......................... 13,072 2,752 (534) 15,290
Other, net................................ 304 56 360
-------- ------- ------- --------
Income before income taxes................ 13,376 2,808 (534) 15,650
Income taxes.............................. 5,293 955 (187)(E) 6,061
-------- ------- ------- --------
Net income................................ $ 8,083 $ 1,853 $ (347) $ 9,589
======== ======= ======= ========
Basic earnings per share.................. $ 0.55 $ 0.35 $ 0.57
Diluted earnings per share................ $ 0.51 $ 0.33 $ 0.53
Weighted average shares outstanding:
Basic................................... 14,769 5,276 (3,166)(F) 16,879
Diluted................................. 15,967 5,626 (3,376)(F) 18,217
</TABLE>

YEAR ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
Plexus SEAMED ADJUSTMENTS COMBINED
------ ------ ----------- ---------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Net sales................................. $396,815 $69,981 $466,796
Cost of sales............................. 346,869 58,285 $ 673(A) 406,525
698(D)
-------- ------- ------- --------
Gross profit.............................. 49,946 11,696 (1,371) 60,271
Selling and administrative expenses....... 19,024 5,525 (698)(D) 23,851
-------- ------- ------- --------
Operating income.......................... 30,922 6,171 (673) 36,420
Other, net................................ 762 100 862
-------- ------- ------- --------
Income before income taxes................ 31,684 6,271 (673) 37,282
Income taxes.............................. 12,449 2,132 (235)(E) 14,346
-------- ------- ------- --------
Net income................................ $ 19,235 $ 4,139 $ (438) $ 22,936
======== ======= ======= ========
Basic earnings per share.................. $ 1.31 $ 0.78 $ 1.36
Diluted earnings per share................ $ 1.21 $ 0.73 $ 1.27
Weighted average shares outstanding:
Basic................................... 14,712 5,330 (3,198)(F) 16,844
Diluted................................. 15,841 5,642 (3,385)(F) 18,098
</TABLE>

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

78
<PAGE> 81

YEAR ENDED SEPTEMBER 30, 1997

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
Plexus SEAMED ADJUSTMENTS COMBINED
------ ------ ----------- ---------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Net sales......................................... $386,431 $52,134 $438,565
Cost of sales..................................... 342,415 43,132 $ 359(A) 387,047
1,141(D)
-------- ------- ------- --------
Gross profit...................................... 44,016 9,002 (1,500) 51,518
Selling and administrative expenses............... 17,007 4,849 (1,141)(D) 20,715
-------- ------- ------- --------
Operating income.................................. 27,009 4,153 (359) 30,803
Other, net........................................ 71 41 112
-------- ------- ------- --------
Income before income taxes........................ 27,080 4,194 (359) 30,915
Income taxes...................................... 10,680 1,468 (126)(E) 12,022
-------- ------- ------- --------
Net income........................................ $ 16,400 $ 2,726 $ (233) $ 18,893
======== ======= ======= ========
Basic earnings per share.......................... $ 1.16 $ 0.76 $ 1.21
Diluted earnings per share........................ $ 1.05 $ 0.55 $ 1.08
Weighted average shares outstanding:
Basic........................................... 13,988 3,446 (2,068)(F) 15,366
Diluted......................................... 15,578 4,944 (2,966)(F) 17,556
</TABLE>

YEAR ENDED SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
Plexus SEAMED ADJUSTMENTS COMBINED
------ ------ ----------- ---------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Net sales......................................... $316,124 $26,130 $342,254
Cost of sales..................................... 288,791 21,093 $ 494(A) 310,960
582(D)
-------- ------- ------- --------
Gross profit...................................... 27,333 5,037 (1,076) 31,294
Selling and administrative expenses............... 13,317 2,937 (582)(D) 15,672
-------- ------- ------- --------
Operating income.................................. 14,016 2,100 (494) 15,622
Other, net........................................ (1,639) (192) (1,831)
-------- ------- ------- --------
Income before income taxes........................ 12,377 1,908 (494) 13,791
Income taxes...................................... 4,946 668 (173)(E) 5,441
-------- ------- ------- --------
Net income........................................ $ 7,431 $ 1,240 $ (321) $ 8,350
======== ======= ======= ========
Basic earnings per share.......................... $ 0.53 $ 1.61 $ 0.57
Diluted earnings per share........................ $ 0.52 $ 0.33 $ 0.52
Weighted average shares outstanding:
Basic........................................... 12,994 606 (364)(F) 13,236
Diluted......................................... 14,409 3,795 (2,277)(F) 15,927
</TABLE>

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

79
<PAGE> 82

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. PENDING MERGER WITH SeaMED.

On March 16, 1999, Plexus entered into the merger agreement providing for
the acquisition of SeaMED in a merger transaction, based upon an exchange
formula set forth in the merger agreement. See "The Merger and the Merger
Agreement -- Exchange Rate."

The 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 has a fiscal year that ends on the Thursday closest to June 30 of
each year (those fiscal years are referred to in this proxy statement/prospectus
as of, and for the year ended, June 30). For purposes of the unaudited pro forma
condensed combined statements of income, SeaMED's statements of income for each
of the three fiscal years ended June 30, 1998, 1997 and 1996 and for the six
months ended December 31, 1998 and 1997 have been combined with Plexus'
consolidated statements of income for each of the three fiscal years ended
September 30, 1998, 1997 and 1996 and for the six months ended March 31, 1999
and 1998. This presentation has the effect of excluding SeaMED's results of
operations for the three months ended March 31, 1999 in the unaudited pro forma
condensed combined statements of income. Unaudited net sales and net income for
SeaMED were $15,831,000 and $5,000, respectively, for the three months ended
March 31, 1999. 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 record estimated costs of the merger. These costs include
investment banker fees for both Plexus and SeaMED, estimated at three
million dollars, and other professional fees, estimated at one million
dollars. The estimated costs of the merger, or costs or benefits of
combining operations, are not included in the unaudited pro forma
condensed combined statements of income.

(D) 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

80
<PAGE> 83

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.

(E) Adjustment to record the effect on income taxes of adjustment (A)
above.

(F) Adjustment to reflect an assumed rate of 0.4 shares of Plexus common
stock to be issued for each share of SeaMED common stock.

LEGAL OPINIONS

The legality of the Plexus common stock to be issued in the merger will be
passed upon on behalf of Plexus by Quarles & Brady LLP, Milwaukee, Wisconsin.

EXPERTS

The consolidated financial statements of Plexus and the related financial
statement schedule incorporated in this proxy statement/prospectus by reference
from Plexus' Annual Report on Form 10-K for the fiscal year ended September 30,
1998 have been audited by PricewaterhouseCoopers LLP, independent accountants,
as stated in their reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

The financial statements of SeaMED as of June 30, 1998 and 1997, and for
each of the three years in the period ended June 30,1998, included in this proxy
statement/prospectus and registration statement have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report appearing
elsewhere herein, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

SHAREHOLDER PROPOSALS

Shareholder proposals must be received by Plexus no later than September
21, 1999 in order to be considered for inclusion in next year's annual meeting
proxy statement. In addition, Plexus' 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 Plexus 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. Plexus' year 2000
annual meeting of shareholders is tentatively scheduled for March 1, 2000, and
notice of intent to consider other questions and/or nominees (and related
information) must therefore be received by December 1, 1999. 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.

81
<PAGE> 84

INDEX TO FINANCIAL STATEMENTS

PLEXUS CORP.

Plexus' historical financial statements and other financial information are
incorporated by reference in this proxy statement/prospectus from Plexus'
filings with the Securities and Exchange Commission. See "Other Information
About Plexus Which You Can Obtain." For pro forma financial information about
Plexus giving effect to the merger with SeaMED, see "Unaudited Pro Forma
Condensed Combined Plexus Financial Information."

SeaMED CORPORATION

<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Audited Financial Statements:
Report of Independent Auditors......................... F-1
Balance Sheets at June 30, 1998 and 1997............... F-2
Statements of Income for the fiscal years ended June
30, 1998, 1997 and 1996............................... F-3
Statements of Shareholders' Equity for the fiscal years
ended June 30, 1998, 1997 and 1996.................... F-4
Statements of Cash Flows for the fiscal years ended
June 30, 1998, 1997 and 1996.......................... F-5
Notes to Financial Statements.......................... F-6
Unaudited Interim Financial Statements:
Balance Sheets at March 31, 1999 and June 30, 1998..... F-16
Statements of Income for the quarters and the nine
months ended March 31, 1999 and 1998.................. F-17
Statements of Cash Flows for the nine months ended
March 31, 1999 and 1998............................... F-18
Notes to Unaudited Interim Financial Statements........ F-19
</TABLE>

82
<PAGE> 85

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors
SeaMED Corporation

We have audited the accompanying balance sheets of SeaMED Corporation as of
June 30, 1998 and 1997, and the related statements of income, shareholders'
equity, and cash flows for each of the three years in the period ended June 30,
1998. These financial statements are the responsibility of the Company's
management. 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 financial position of SeaMED Corporation as of
June 30, 1998 and 1997, and the results of its operations and its cash flows for
each of the three years in the period ended June 30, 1998, in conformity with
generally accepted accounting principles.

ERNST & YOUNG LLP

Seattle, Washington
August 14, 1998

F-1
<PAGE> 86

BALANCE SHEETS

<TABLE>
<CAPTION>
JUNE 30,
--------------------------
1998 1997
---- ----
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents................................. $ 6,428,718 $ 9,092
Investments............................................... -- 6,231,369
Accounts receivable, net of allowance of $505,865
($377,890 in 1997)..................................... 13,189,092 8,794,968
Inventories............................................... 15,185,517 11,198,563
Deferred tax benefit...................................... 1,733,348 1,193,311
Prepaid expenses.......................................... 223,370 169,553
----------- -----------
Total current assets........................................ 36,760,045 27,596,856
Property and equipment...................................... 5,162,172 4,331,814
Deposits and other assets................................... 934,337 202,845
----------- -----------
Total assets...................................... $42,856,554 $32,131,515
=========== ===========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable.......................................... $ 4,323,740 $ 2,482,551
Accrued expenses and reserves............................. 5,029,410 5,041,086
Customer deposits......................................... 2,576,916 746,629
Borrowings under bank line of credit...................... -- 1,068,240
Current portion of long-term debt......................... 558,144 --
----------- -----------
Total current liabilities................................... 12,488,210 9,338,506
Long-term debt, less current portion........................ 2,435,021 --
Shareholders' equity:
Preferred stock, $0.01 par value:
Authorized shares -- 5,000,000 undesignated............ -- --
Common stock, no par value:
Authorized shares -- 10,000,000
Issued and outstanding shares -- 5,463,298 (5,263,827
in 1997).............................................. 20,723,960 19,722,865
Note receivable from officer.............................. (75,000) (75,000)
Retained earnings......................................... 7,284,363 3,145,144
----------- -----------
Total shareholders' equity............................. 27,933,323 22,793,009
----------- -----------
Total liabilities and shareholders' equity........ $42,856,554 $32,131,515
=========== ===========
</TABLE>

See accompanying notes.

F-2
<PAGE> 87

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-----------------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Revenues:
Manufacturing..................................... $44,388,608 $32,983,491 $17,724,883
Engineering....................................... 25,592,644 19,150,019 8,405,352
----------- ----------- -----------
69,981,252 52,133,510 26,130,235
Cost of revenues:
Manufacturing..................................... 36,157,294 26,368,242 13,541,280
Engineering....................................... 22,127,908 16,763,316 7,551,399
----------- ----------- -----------
58,285,202 43,131,558 21,092,679
----------- ----------- -----------
Total gross margin.................................. 11,696,050 9,001,952 5,037,556
Marketing, general, and administrative expenses..... 5,524,535 4,849,413 2,937,556
----------- ----------- -----------
Operating income.................................... 6,171,515 4,152,539 2,100,000
Other income (expense):
Interest expense.................................. (73,788) (190,989) (198,274)
Interest and other income, net.................... 173,817 232,522 6,665
----------- ----------- -----------
100,029 41,533 (191,609)
----------- ----------- -----------
Income before income taxes.......................... 6,271,544 4,194,072 1,908,391
Income tax provision................................ (2,132,325) (1,467,925) (667,937)
----------- ----------- -----------
Net income.......................................... $ 4,139,219 $ 2,726,147 $ 1,240,454
=========== =========== ===========
Net income per share data:
Basic............................................. $ 0.78 $ 0.76 $ 1.61
=========== =========== ===========
Diluted........................................... $ 0.73 $ 0.55 $ 0.33
=========== =========== ===========
</TABLE>

See accompanying notes.

F-3
<PAGE> 88

SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK NOTE RETAINED TOTAL
------------ RECEIVABLE EARNINGS SHAREHOLDERS'
SHARES AMOUNT FROM OFFICER (DEFICIT) EQUITY
------ ------ ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
Balance, July 1, 1995........... 548,964 $ 783,560 $ -- $ (821,457) $ (37,897)
Stock options exercised....... 89,735 28,268 -- -- 28,268
Common stock issued in
exchange for note
receivable................. 30,000 75,000 (75,000) -- --
Fractional shares issued due
to reverse stock split..... 8 -- -- -- --
Net income.................... -- -- -- 1,240,454 1,240,454
--------- ----------- -------- ---------- -----------
Balance, June 30, 1996.......... 668,707 886,828 (75,000) 418,997 1,230,825
Common stock sold in initial
public offering (net of
offering cost)............. 1,529,720 14,822,755 -- -- 14,822,755
Issuance of common stock for
conversion of redeemable
preferred stock............ 2,934,029 5,279,514 -- -- 5,279,514
Preferred stock dividends..... -- (1,765,100) -- -- (1,765,100)
Common stock sold under
employee stock purchase
plan....................... 41,515 389,141 -- -- 389,141
Stock options exercised....... 89,856 50,672 -- -- 50,672
Tax benefit from stock options
and stock purchase plan.... -- 59,055 -- -- 59,055
Net income.................... -- -- -- 2,726,147 2,726,147
--------- ----------- -------- ---------- -----------
Balance, June 30, 1997.......... 5,263,827 19,722,865 (75,000) 3,145,144 22,793,009
Common stock sold under
employee stock purchase
plan....................... 44,602 671,372 -- -- 671,372
Stock options exercised....... 126,974 114,522 -- -- 114,522
Tax benefit from stock options
and stock purchase plan.... -- 215,201 -- -- 215,201
Common stock warrants
exercised.................. 27,895 -- -- -- --
Net income.................... -- -- -- 4,139,219 4,139,219
--------- ----------- -------- ---------- -----------
Balance, June 30, 1998.......... 5,463,298 $20,723,960 $(75,000) $7,284,363 $27,933,323
========= =========== ======== ========== ===========
</TABLE>

See accompanying notes.

F-4
<PAGE> 89

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-----------------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
NET INCOME.......................................... $ 4,139,219 $ 2,726,147 $ 1,240,454
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation...................................... 1,790,378 1,073,885 693,752
Provision for bad debt............................ 127,975 125,664 47,743
Deferred tax benefit.............................. (540,037) (568,090) (95,539)
Changes in operating assets and liabilities:
Increase in accounts receivable................ (4,522,098) (3,044,699) (2,569,134)
Increase in inventories........................ (3,986,954) (4,501,315) (2,977,592)
Increase in other assets and prepaid
expenses..................................... (785,309) (164,642) (38,644)
Increase in accounts payable, accrued expenses,
and deferred revenue......................... 3,875,000 2,340,097 3,402,643
----------- ----------- -----------
Net cash provided by (used in) operating
activities........................................ 98,174 (2,012,953) (296,317)
INVESTING ACTIVITIES
Purchases of equipment.............................. (2,620,736) (2,750,434) (1,492,021)
Maturity of short-term investments.................. 6,231,369 1,756,074 200,000
Purchase of investments............................. -- (7,987,443) --
----------- ----------- -----------
Net cash provided by (used in) investing
activities........................................ 3,610,633 (8,981,803) (1,292,021)
FINANCING ACTIVITIES
Net proceeds from sale of common stock.............. -- 14,822,755 --
Proceeds from sale of common stock under employee
stock option plan................................. 671,372 389,141 --
Preferred stock dividend............................ -- (1,765,100) --
Proceeds from stock options exercised............... 114,522 50,672 28,268
Net (payments of) borrowings under credit line...... (1,068,240) (748,760) 1,261,999
Proceeds from notes payable......................... 3,125,000 -- 600,000
Principal payments on notes payable................. (131,835) (1,747,772) (369,400)
----------- ----------- -----------
Net cash provided by financing activities........... 2,710,819 11,000,936 1,520,867
----------- ----------- -----------
Net increase (decrease) in cash..................... 6,419,626 6,180 (67,471)
Cash and cash equivalents at beginning of year...... 9,092 2,912 70,383
----------- ----------- -----------
Cash and cash equivalents at end of year............ $ 6,428,718 $ 9,092 $ 2,912
=========== =========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Taxes paid.......................................... $ 2,403,000 $ 2,390,000 $ 330,000
Interest paid....................................... $ 73,788 $ 190,989 $ 198,274
</TABLE>

See accompanying notes.

F-5
<PAGE> 90

NOTES TO FINANCIAL STATEMENTS

NOTE 1. ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

SeaMED Corporation (the "Company") manufactures advanced durable electronic
medical instruments for medical technology companies, often as part of systems
that also include single-use components. To assist its customers in developing
and commercializing their instruments for manufacture by the Company, the
Company provides a wide range of engineering services and regulatory expertise.

ACCOUNTING PERIOD

The Company's fiscal year consists of a 52/53-week fiscal year that ends on
the Thursday nearest to June 30. For convenience of presentation, all fiscal
periods in these financial statements are shown as ending on a calendar
month-end.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CASH EQUIVALENTS

The Company considers all highly-liquid investments purchased with an
initial maturity of three months or less to be cash equivalents.

CREDIT POLICIES

The Company extends credit to various customers, which are primarily in the
medical device industry and generally does not require collateral. The Company
maintains reserves for potential credit losses.

INVESTMENTS

Investments are classified as held-to-maturity. Investments consist of U.S.
treasury bills, which mature within one year, and are reported at cost net of
unamortized premium or discount, which approximates market.

INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or
market.

DEPRECIATION

The Company provides for depreciation of furniture, fixtures, equipment,
and manufacturing molds over their estimated useful lives of three to eight
years using the straight-line method.

REVENUE RECOGNITION

The Company recognizes revenues from contracts to perform engineering
design and product development as the related engineering service is performed.
When estimates indicate a probable loss

F-6
<PAGE> 91
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

on a contract, the full amount of such loss is accrued at that time. The Company
generally recognizes revenue from manufacturing services when the related
products are shipped.

WARRANTY COSTS

Warranty reserves are recorded based on historical experience and estimates
of current warranty activity.

INCOME TAXES

The Company provides for income taxes based on the liability method, which
requires the recognition of deferred tax assets and liabilities based on
differences between financial reporting and tax bases of assets and liabilities
measured using enacted tax rates and laws that are expected to be in effect when
the differences are expected to reverse.

STOCK COMPENSATION

The Company has elected to apply the disclosure-only provisions of
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation." Accordingly, the Company accounts for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations. Compensation cost for stock options is measured as the
excess, if any, of the fair value of the Company's common stock at the date of
grant over the stock option exercise price.

CONCENTRATIONS OF CREDIT RISK

The Company is subject to concentrations of credit risk from its holdings
of cash, cash equivalents, and securities. The Company's credit risk is managed
by investing its cash in high-quality money market instruments, securities of
the U.S. Government and its agencies, and high-quality corporate issues.

NET INCOME PER SHARE

In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings per Share." SFAS No.
128 replaced the previously reported primary and fully diluted earnings per
share with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants, and convertible securities. Diluted earnings per share is very similar
to the previously reported fully diluted earnings per share. Basic earnings per
share is computed using the weighted average number of common shares outstanding
during the period. Diluted earnings per share is computed using the weighted
average number of common and common stock equivalent shares outstanding during
the period. Common equivalent shares are excluded from the computation if their
effect is antidilutive. Net income is adjusted for the accretion of cumulative
preferred stock dividends for Class A and D convertible redeemable preferred
stock in the calculation of basic earnings per share amounts in 1997 and 1996.
Net income per share amounts for all periods, where necessary, have been
restated to conform to SFAS No. 128 requirements.

In 1998, the SEC issued Staff Accounting Bulletin (SAB) No. 98 which
superceded SAB No. 83 requirements to reflect common and common stock equivalent
shares issued during the 12-month period prior to the filing of an initial
public offering to be included in earnings per share if they were outstanding
for all periods presented using the treasury stock method assuming the initial

F-7
<PAGE> 92
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

public offering price. Net income per share amounts for all periods, where
necessary, have been restated to conform to these SEC requirements.

The Company's previously reported primary and fully diluted net income per
share were $0.60 and $0.55 and $0.42 and $0.32 for the years ended June 30, 1997
and 1996, respectively.

INTEREST RATE CONTRACT

Net amounts paid or received under its interest rate contract are reflected
as adjustments to interest expense. The Company accounts for its contract at
cost. The fair market value of the contract was not material at June 30, 1998.
It is the Company's intent to hold the contract to maturity.

RECLASSIFICATION

Certain prior year items have been reclassed to conform to the current year
presentation.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income."
The Company will adopt SFAS No. 130 in the first quarter of 1999. Comprehensive
and net income have been the same in the past and the Company does not expect
the impact of SFAS No. 130 to be material.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 131, "Disclosure about Segments of an
Enterprise and Related Information." The Company will adopt SFAS No. 131 for
fiscal year end June 30, 1999. The Company has not yet determined the impact of
SFAS No. 131.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." Due to its minimal use of derivatives, the
Company does not expect the impact of SFAS No. 133 to be material.

NOTE 2. INITIAL PUBLIC OFFERING

In November 1996, the Company completed an initial public offering of
securities, selling 1,529,720 shares of common stock at $11 per share, resulting
in proceeds to the Company of $14,822,755, net of offering costs and
underwriters discount of $2,004,165. Of the net proceeds, the Company used
$1,765,100 to pay a cumulative preferred dividend on its convertible redeemable
preferred stock, $1,831,000 to pay down its line of credit with a bank to zero,
and $1,296,000 to pay off in full three notes payable to the bank. In
conjunction with the offering, all of the Company's convertible redeemable
preferred stock outstanding immediately prior to the offering was converted into
2,934,029 shares of common stock.

F-8
<PAGE> 93
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 3. INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
JUNE 30,
--------------------------
1998 1997
---- ----
<S> <C> <C>
Work in process............................................. $ 3,685,594 $ 3,294,857
Purchased and manufactured parts............................ 12,366,257 8,608,455
----------- -----------
16,051,851 11,903,312
Less inventory reserve...................................... 866,334 704,749
----------- -----------
$15,185,517 $11,198,563
=========== ===========
</TABLE>

NOTE 4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
JUNE 30,
--------------------------
1998 1997
---- ----
<S> <C> <C>
Furniture and fixtures...................................... $ 1,122,538 $ 959,033
Equipment................................................... 7,744,716 5,815,854
Manufacturing molds......................................... 527,172 524,110
Leasehold improvements...................................... 1,227,856 702,549
----------- ----------
10,622,282 8,001,546
Less accumulated depreciation and amortization.............. 5,460,110 3,669,732
----------- ----------
$ 5,162,172 $4,331,814
=========== ==========
</TABLE>

NOTE 5. ACCRUED EXPENSES AND RESERVES

Accrued expenses and reserves consist of the following:

<TABLE>
<CAPTION>
JUNE 30,
--------------------------
1998 1997
---- ----
<S> <C> <C>
Taxes payable............................................... $ 246,157 $ 216,996
Accrued compensation........................................ 2,622,059 2,501,732
Deferred revenue............................................ 789,414 423,128
Other accrued expenses...................................... 787,670 1,522,794
Warranty reserve............................................ 584,110 376,436
----------- ----------
$ 5,029,410 $5,041,086
=========== ==========
</TABLE>

NOTE 6. NOTES PAYABLE

VARIABLE RATE NOTE PAYABLE

During fiscal year 1998, the Company borrowed $2.5 million against an
existing equipment credit facility. In addition, the Company has committed to
borrow the remaining $1.5 million by September 30, 1998. Borrowings under this
agreement bear interest at LIBOR plus 1.4% (7.02% at June 30, 1998).

F-9
<PAGE> 94
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

EQUIPMENT LINE OF CREDIT AGREEMENT

In July of 1998, the Company's Board of Directors approved an equipment
line of credit up to $5.0 million. Borrowings under this facility bear interest
at LIBOR plus 1.4%. This agreement expires October 1, 2001.

WORKING CAPITAL LINE OF CREDIT AGREEMENT

In July of 1998, the Company's Board of Directors approved an increase to
its existing working capital line of credit. Under this agreement the Company
can borrow up to 85% of eligible accounts receivable and 50% of eligible
inventory up to a maximum of $20.0 million. Borrowings under this agreement and
the equipment line of credit agreement are payable on demand if certain
covenants are not met. These covenants include a maximum debt-to-equity ratio of
1.25-to-1, minimum ratio of earnings before income taxes and interest of
2.0-to-1 and dividend restrictions. Borrowings under this agreement bear
interest at the bank's prime rate minus .25% or LIBOR plus 1.2%. This agreement
expires October 1, 2001. There were no borrowings outstanding under this line of
credit at June 30, 1998.

LONG-TERM DEBT

Long-term debt at June 30, 1998 consists of the following:

<TABLE>
<S> <C>
Unsecured subordinated note payable, with monthly payments
of $18,055, including interest, through December 2000..... $ 493,165
Variable rate note payable, secured by equipment, with
monthly payments beginning November 1, 1998, including
interest, through September 30, 2003...................... 2,500,000
2,993,165
Less current portion........................................ 558,144
----------
$2,435,021
==========
</TABLE>

INTEREST RATE CONTRACT

At June 30, 1998, the Company had an interest rate contract with a notional
principal amount of $2.5 million that effectively converts the $2.5 million
variable rate note to a fixed rate of 7.5%.

NOTE 7. CONVERTIBLE REDEEMABLE PREFERRED STOCK

On January 3, 1995, the Company sold 1,465,000 shares of Class D
convertible redeemable preferred stock at $1.00 per share. These shares were
converted into common stock at the ratio of 3.75 shares of preferred stock for
each share of common stock upon completion of the Company's initial public
offering. In connection with the Class D preferred stock offering, the Company
also issued a warrant to purchase 39,066 shares of common stock, with an
exercise price of $4.70 per share. The warrant was exercised in March 1998 in a
cashless transaction based upon 27,895 shares.

NOTE 8. SHAREHOLDERS' EQUITY

REVERSE STOCK SPLIT

In July 1996, the Company's shareholders approved a 1-for-5 stock split of
the common stock, which resulted in an adjustment to the preferred stock
conversion ratio. All share and per share data in the accompanying financial
statements have been restated to retroactively reflect the reverse stock split.

F-10
<PAGE> 95
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

STOCK OPTION AND INCENTIVE PLANS

The Company has two stock option and incentive plans (collectively, the
"Plans"), the SeaMED Corporation 1988 Stock Option Plan and the SeaMED
Corporation 1995 Employee Stock Option and Incentive Plan. Under the terms of
the Plans, with respect to incentive stock options and options awarded to
nonemployee directors, the option price may not be less than fair market value
of the common stock at the date of grant. Generally, options granted under the
Plans become exercisable at the rate of 50% after two years, 75% after three
years, and 100% after four years from the date of grant. Certain options granted
under the 1988 plan, however, become exercisable ratably over seven years from
the date of grant. Unexercised options expire on the date set forth in the
optionee's option agreement (generally 10 years), subject to earlier termination
upon certain events. Stock options exercised, granted, and canceled during
fiscal years 1998, 1997, and 1996 are as follows:

OUTSTANDING OPTIONS

<TABLE>
<CAPTION>
NUMBER OF AGGREGATE PRICE PER WEIGHTED AVERAGE
SHARES PRICE SHARE EXERCISE PRICE
--------- --------- --------- ----------------
<S> <C> <C> <C> <C>
Balance, July 1, 1995.............. 450,381 $ 713,931 $ 0.16 - $10.00 $ --
Options granted.................. 132,824 454,060 2.50 - 5.00 3.42
Options canceled................. (8,031) (12,300) 0.50 - 2.50 1.54
Options exercised................ (89,735) (28,268) 0.16 - 1.25 0.31
-------- ---------- --------------- ------
Balance June 30, 1996.............. 485,439 1,127,423 0.16 - 10.00 2.32
Options granted.................. 105,241 1,622,428 5.00 - 17.25 15.42
Options canceled................. (4,205) (11,392) 0.80 - 16.25 2.71
Options exercised................ (89,856) (50,672) 0.16 - 2.50 0.56
-------- ---------- --------------- ------
Balance June 30, 1997.............. 496,619 2,687,787 0.16 - 17.25 5.41
Options granted.................. 105,734 1,850,686 16.13 - 18.75 17.50
Options canceled................. (11,635) (135,928) 1.80 - 18.00 11.68
Options exercised................ (126,974) (114,521) 0.16 - 3.75 0.90
-------- ---------- --------------- ------
Balance June 30, 1998.............. 463,744 $4,288,024 $ 0.16 - $18.75 $ 9.25
======== ========== =============== ======
</TABLE>

The following table summarizes information about options outstanding and
exercisable at June 30, 1998:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-----------------------------------------
----------------------
WEIGHTED WEIGHTED
WEIGHTED AVERAGE AVERAGE AVERAGE
RANGE OF OPTIONS REMAINING EXERCISE OPTIONS EXERCISE
EXERCISE PRICES OUTSTANDING CONTRACTUAL LIFE PRICE EXERCISABLE PRICE
- --------------- ----------- ---------------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$ 0.16 - $ 0.80 26,688 3.61 years $ 0.61 26,688 $ 0.61
1.00 - 2.20 38,654 5.38 years 1.44 38,654 1.44
2.50 - 2.50 92,580 7.13 years 2.50 41,464 2.50
3.75 - 7.50 94,650 7.41 years 5.33 38,730 5.36
10.00 - 10.00 17,500 6.57 years 10.00 7,500 10.00
16.13 - 18.75 193,672 9.07 years 17.06 -- --
------- ---------- ------ ------- ------
0.16 - 18.75 463,744 7.63 years $ 9.25 153,036 $ 2.99
======= ========== ====== ======= ======
</TABLE>

The Company follows the intrinsic value method in accounting for its stock
options. Had compensation cost been recognized based on the fair value at the
date of grant for options granted in

F-11
<PAGE> 96
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1998, 1997, and 1996 the pro forma amounts of the Company's net income and net
income per share for the years ended June 30, 1998, 1997 and 1996 would have
been as follows:

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
--------------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Net income per share -- as reported.................... $4,139,219 $2,726,147 $1,240,454
Net income per share -- pro forma...................... $3,742,622 $2,581,412 $1,219,006
Diluted net income per share -- as reported............ $ 0.73 $ 0.55 $ 0.33
Diluted net income per share -- pro forma.............. $ 0.66 $ 0.52 $ 0.32
</TABLE>

The fair value of each option grant was estimated using the Black-Scholes
option-pricing model with the following weighted average assumptions: risk-free
interest rates of 5.51% to 5.92%; expected option life of four to six years;
volatility of 0.3865; and no expected dividends. The weighted average fair value
of options granted during the years 1998 and 1997 was $7.96 and $15.42,
respectively, for options granted at fair market value.

SHARES RESERVED FOR FUTURE ISSUANCE

The following shares of common stock have been reserved for future issuance
as of June 30, 1998, including the stock purchase plan referred to below, and
pursuant to the various other agreements and plans discussed above:

<TABLE>
<CAPTION>
SHARES
------
<S> <C> <C>
Stock purchase plan......................................... 83,881
Incentive Stock Option Plan:
Options outstanding....................................... 463,744 --
Options available for grant............................... 234,283 698,027
------- -------
Total common shares reserved for future issuance
at June 30, 1998................................. 781,908
=======
</TABLE>

EMPLOYEE STOCK PURCHASE PLAN

In July of 1996, the Company's shareholders approved a stock purchase plan
which became effective on November 11, 1997 with the Company's completion of its
initial public offering of its common stock. The shareholders authorized the
sale of up to 170,000 shares of common stock over five years pursuant to the
plan.

F-12
<PAGE> 97
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 9. NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net
income per share.

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
--------------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Numerator:
Numerator for diluted net income per share
Net income as reported............................ $4,139,219 $2,726,147 $1,240,454
Accretion of cumulative preferred stock dividend..... -- (101,077) (263,050)
---------- ---------- ----------
Numerator for computing basic net income per share... $4,139,219 $2,625,070 $ 977,404
========== ========== ==========
Denominator:
Denominator for basic net income per
share -- weighted average common shares........... 5,330,188 3,445,748 606,353
---------- ---------- ----------
Effect of dilutive securities:
Weighted average of all convertible redeemable
preferred stock outstanding....................... -- 1,130,200 2,934,029
Net effect of dilutive stock options based on the
treasury stock method using average market
price............................................. 288,289 347,119 253,996
Net effect of dilutive stock warrants based on the
treasury stock method using average market
price............................................. 23,713 21,088 586
---------- ---------- ----------
Dilutive potential common shares..................... 312,002 1,498,407 3,188,611
---------- ---------- ----------
Denominator for diluted net income per share......... 5,642,190 4,944,155 3,794,964
========== ========== ==========
Basic net income per share............................. $ 0.78 $ 0.76 $ 1.61
========== ========== ==========
Diluted net income per share........................... $ 0.73 $ 0.55 $ 0.33
========== ========== ==========
</TABLE>

NOTE 10. INCOME TAXES

The income tax provision consists of the following:

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
------------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Current income tax provision............................ $2,672,362 $2,036,015 $763,476
Deferred income tax benefit............................. (540,037) (568,090) (95,539)
---------- ---------- --------
Income tax provision.................................... $2,132,325 $1,467,925 $667,937
========== ========== ========
</TABLE>

Significant components of the Company's deferred tax benefits are as
follows:

<TABLE>
<CAPTION>
JUNE 30,
------------------------
1998 1997
---- ----
<S> <C> <C>
Deferred tax assets (liabilities):
Fixed assets.............................................. $ 56,701 $ (43,886)
Inventories............................................... 825,643 703,213
Accrued expenses.......................................... 578,680 266,952
Bad debt reserves......................................... 171,994 128,483
Other..................................................... 100,330 138,549
---------- ----------
Net deferred tax benefit.................................... $1,733,348 $1,193,311
========== ==========
</TABLE>

F-13
<PAGE> 98
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

A reconciliation from the U.S. statutory rate to the effective tax rate is
as follows:

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
--------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Tax at U.S. statutory rate.................................. 34.0% 34.0% 34.0%
Other....................................................... -- 1.0 1.0
---- ---- ----
34.0% 35.0% 35.0%
==== ==== ====
</TABLE>

NOTE 11. REVENUE AND OPERATIONS

During fiscal 1998, 1997, and 1996, 58%, 54%, and 41%, respectively, of
total net sales were to five customers. Receivables from these five customers
represent 60% and 36% of total accounts receivable at June 30, 1998 and 1997,
respectively.

Revenues from customers that represent more than 10% of total revenues are
as follows:

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
----------------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
customer
A.................................................. $ -- $ -- $2,665,000
B.................................................. -- -- 3,129,000
C.................................................. 15,897,400 12,836,000 --
D.................................................. 11,546,258 5,686,000 --
</TABLE>

NOTE 12. LEASE COMMITMENTS

The Company currently leases office and production space, and equipment
under noncancelable operating leases. Rental expense under operating lease
agreements for the fiscal years ended June 30, 1998, 1997, and 1996 amounted to
$1,940,798, $1,322,204, and $655,079, respectively.

Future minimum lease commitments under noncancelable leases and service
agreements as of June 30, 1998 are as follows:

<TABLE>
<S> <C>
1999........................................................ $ 2,349,842
2000........................................................ 2,779,483
2001........................................................ 2,841,393
2002........................................................ 2,717,589
2003........................................................ 2,720,869
Thereafter.................................................. 12,077,707
-----------
$25,486,883
===========
</TABLE>

NOTE 13. EMPLOYEE BENEFIT PLAN

The Company has a 401(k) savings plan covering substantially all of its
employees. Eligible employees may contribute amounts through payroll deductions.
The Company matches annually 50% of the employees' contributions up to 4% of the
employees' salary. The 401(k) savings plan expense was $304,000, $159,000, and
$72,000 in fiscal 1998, 1997, and 1996, respectively. The Company does not
provide other post-retirement benefits.

NOTE 14. RELATED-PARTY TRANSACTIONS

In October 1995, the Company's Chief Executive Officer and President
received a $75,000 loan from the Company, the proceeds of which he used to
purchase 30,000 shares of common stock. The

F-14
<PAGE> 99
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

loan is evidenced by an unsecured promissory note that bears interest at the
floating minimum statutory rate set by the Internal Revenue Service from time to
time. This officer may prepay principal and interest at any time without
penalty; unpaid principal and interest are due on October 11, 2000.

A director of the Company serves as President and Chief Executive Officer
and a director of one of the Company's customers. The Company has provided
engineering and manufacturing services for this customer. The Company recognized
revenues with respect to such services of approximately $489,000, $92,000, and
$335,000 in fiscal years 1998, 1997, and 1996, respectively.

A director of the Company was also a partner in the Company's law firm.

NOTE 15. QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
FISCAL YEAR 1998
------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Revenue............................................. $16,030 $16,259 $18,265 $19,427
Gross Margin........................................ 2,732 2,771 3,057 3,136
Operating Income.................................... 1,355 1,397 1,602 1,818
Net Income.......................................... 907 947 1,076 1,209
Basic EPS........................................... $ 0.17 $ 0.18 $ 0.20 $ 0.22
Diluted EPS......................................... $ 0.16 $ 0.17 $ 0.19 $ 0.21
</TABLE>

<TABLE>
<CAPTION>
FISCAL YEAR 1997
------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Revenue............................................. $10,076 $12,010 $14,295 $15,753
Gross Margin........................................ 1,685 2,027 2,449 2,841
Operating Income.................................... 838 952 1,110 1,253
Net Income.......................................... 487 600 778 861
Basic EPS........................................... $ 0.63 $ 0.21 $ 0.15 $ 0.17
Diluted EPS......................................... $ 0.12 $ 0.13 $ 0.14 $ 0.15
</TABLE>

- ---------------
(1) All outstanding preferred stock was converted to common stock in connection
with the Company's initial public offering. In accordance with FAS 128,
Basic EPS for periods prior to the IPO exclude effects of preferred stock
dividends.

F-15
<PAGE> 100

SeaMED CORPORATION

BALANCE SHEETS
(UNAUDITED)

<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
1999 1998
--------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $10,709,472 $ 6,428,718
Accounts receivable, net.................................. 12,745,808 13,189,092
Inventories............................................... 10,354,389 15,185,517
Deferred income taxes..................................... 1,733,348 1,733,348
Prepaid expenses.......................................... 530,519 223,370
----------- -----------
Total current assets........................................ 36,073,536 36,760,045
Property and equipment, net................................. 5,648,963 5,162,172
Deposits and other assets................................... 249,652 934,337
----------- -----------
Total assets................................................ $41,972,151 $42,856,554
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 1,755,102 $ 4,323,740
Accrued expenses and reserves............................. 3,277,417 5,029,410
Customer deposits on inventory............................ 2,398,306 2,576,916
Current portion of long-term debt......................... 994,483 558,144
----------- -----------
Total current liabilities................................... 8,425,308 12,488,210
Long-term debt, less current portion........................ 3,025,288 2,435,021
Shareholders' equity:
Common stock.............................................. 21,288,595 20,723,960
Note receivable from officer.............................. (75,000) (75,000)
Retained earnings......................................... 9,307,960 7,284,363
----------- -----------
Total shareholders' equity.................................. 30,521,555 27,933,323
----------- -----------
Total liabilities and shareholders' equity.................. $41,972,151 $42,856,554
=========== ===========
</TABLE>

See accompanying notes to financial statements.

F-16
<PAGE> 101

SeaMED CORPORATION

STATEMENTS OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
-------------------------- --------------------------
MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Manufacturing........................... $10,423,115 $11,527,258 $35,870,539 $31,541,468
Engineering............................. 5,407,828 6,737,356 18,222,344 19,012,365
----------- ----------- ----------- -----------
15,830,943 18,264,614 54,092,883 50,553,833
Costs of revenues:
Manufacturing........................... 9,372,356 9,421,206 30,744,882 25,596,463
Engineering............................. 5,291,517 5,786,790 16,721,631 16,398,678
----------- ----------- ----------- -----------
14,663,873 15,207,996 47,466,513 41,995,141
----------- ----------- ----------- -----------
Gross margin.............................. 1,167,070 3,056,618 6,626,370 8,558,692
Marketing, general and administrative
expenses................................ 1,202,211 1,454,708 3,612,805 4,205,030
----------- ----------- ----------- -----------
Operating income.......................... (35,141) 1,601,910 3,013,565 4,353,662
Other income (expense):
Interest expense........................ (64,435) (16,945) (211,291) (64,342)
Interest and other income, net.......... 106,642 44,824 263,783 148,794
----------- ----------- ----------- -----------
42,207 27,879 52,492 84,452
----------- ----------- ----------- -----------
Income before income taxes................ 7,066 1,629,789 3,066,057 4,438,114
Income tax provision...................... 2,402 554,128 1,042,459 1,508,959
----------- ----------- ----------- -----------
Net income................................ $ 4,664 $ 1,075,661 $ 2,023,598 $ 2,929,155
=========== =========== =========== ===========
Net income per share data:
Basic................................... $ 0.00 $ 0.20 $ 0.37 $ 0.55
=========== =========== =========== ===========
Diluted................................. $ 0.00 $ 0.19 $ 0.36 $ 0.52
=========== =========== =========== ===========
</TABLE>

See accompanying notes to financial statements.

F-17
<PAGE> 102

SeaMED CORPORATION

STATEMENTS OF CASH FLOWS
(Unaudited)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
MARCH 31,
--------------------------
1999 1998
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net income.................................................. $ 2,023,597 $ 2,929,156
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation.............................................. 1,744,979 1,281,395
Provision for bad debts................................... 28,542 111,430
Deferred tax benefit...................................... -- (513,480)
Changes in operating assets and liabilities:
Decrease (Increase) in accounts receivable............. 414,742 (3,701,532)
Decrease (Increase) in inventories..................... 4,831,128 (3,842,291)
Increase (Decrease) in accounts payable, accrued
expenses, and deferred revenue........................ (4,502,742) 2,763,264
Decrease (Increase) in other assets and prepaid
expenses.............................................. 381,036 (279,705)
----------- -----------
Net cash provided by (used in) operating activities......... 4,921,282 (1,251,763)
INVESTING ACTIVITIES
Purchases of equipment and leasehold improvements........... (2,231,769) (2,265,627)
Maturity of short-term investments.......................... -- 3,766,100
----------- -----------
Net cash provided by (used in) investing activities......... (2,231,769) 1,500,473
FINANCING ACTIVITIES
Proceeds from stock options exercised....................... 166,735 85,643
Proceeds from sale of common stock under employee stock
purchase plan............................................. 397,900 374,226
Net (payments of) borrowings under credit line.............. -- (1,068,240)
Proceeds from notes payable................................. 1,500,000 625,000
Principal payments on notes payable......................... (473,394) (265,077)
----------- -----------
Net cash provided by financing activities................... 1,591,241 (248,448)
----------- -----------
Net increase in cash........................................ 4,280,754 262
Cash and cash equivalents at beginning of period............ 6,428,718 9,092
----------- -----------
Cash and cash equivalents at end of period.................. $10,709,472 $ 9,354
=========== ===========
</TABLE>

See accompanying notes to financial statements.

F-18
<PAGE> 103

ITEM 1. NOTES TO FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared by
SeaMED Corporation (the Company) in accordance with generally accepted
accounting principles for interim financial information and in accordance with
the rules and regulations of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (which include only normal
recurring adjustments) considered necessary for a fair presentation have been
included. The balance sheet at June 30, 1998 has been derived from audited
financial statements at that date, but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. The results of operations for the nine-month period ended
March 31, 1999, are not necessarily indicative of results to be expected for the
entire year ending June 30, 1999 or for any other fiscal period. For further
information, refer to the financial statements and footnotes included in the
Company's Form 10-K for the year ended June 30, 1998.

2. REVENUE RECOGNITION

The Company recognizes revenues from contracts to perform engineering
design and product development as the related engineering service is performed.
When estimates indicate a probable loss on a contract, the full amount of such
loss is accrued at that time. The Company generally recognizes revenue from
manufacturing services when the related products are shipped.

3. RECENTLY ISSUED ACCOUNTING STANDARDS

As of July 1, 1998, the Company adopted Statement of Financial Accounting
Standard (SFAS) No. 130, "Reporting Comprehensive Income." The adoption of SFAS
No. 130 had no impact on the Company's operating results or shareholders'
equity. For the nine months ended March 31, 1999, net income and comprehensive
income were the same.

In 1997, the Financial Standards Accounting Standards Board (FASB) issued
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," which is required to be adopted for periods beginning after
December 15, 1997. SFAS No. 131 supersedes SFAS No. 14, "Financial Reporting for
Segments of a Business Enterprise." Companies will be required to report each
operating segment and related information, as defined in SFAS No. 131, in the
notes to financial statements. The Company plans to adopt SFAS No. 131 in 1999.
SFAS No. 131 is not required to be applied to interim financial statements in
the initial year of adoption.

In 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which is required to be adopted for periods
beginning after June 15, 1999. Due to the minimal use of derivative instruments
and hedging activities, the Company does not expect the impact of SFAS No. 133
to be material.

F-19
<PAGE> 104

4. INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
1999 1998
--------- --------
<S> <C> <C>
Work in process..................................... $ 2,451,218 $ 3,685,594
Purchased and manufactured parts.................... 9,153,659 12,366,257
----------- -----------
11,604,877 16,051,851
Less inventory reserve.............................. 1,250,488 866,334
----------- -----------
$10,354,389 $15,185,517
=========== ===========
</TABLE>

5. NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net
income per share.

<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------------ ------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Numerator:
Numerator for basic and diluted net income
per share
Net income as reported................... 4,664 1,075,661 2,023,597 2,929,155
========== ========== ========== ==========
Denominator:
Denominator for basic net income per
share -- weighted average common
shares................................... 5,545,184 5,330,939 5,501,013 5,294,509
---------- ---------- ---------- ----------
Effect of dilutive securities:
Net effect of dilutive stock options
based on the treasury stock method
using average market price............. 112,157 301,507 159,202 314,748
Net effect of dilutive stock warrants
based on the treasury stock method
using average market price............. 0 28,889 0 28,626
---------- ---------- ---------- ----------
Dilutive potential common shares............ 112,157 330,396 159,202 343,374
---------- ---------- ---------- ----------
Denominator for diluted net income per
share.................................... 5,657,341 5,661,335 5,660,215 5,637,883
========== ========== ========== ==========
Basic net income per share.................... $ .00 $ .20 $ .37 $ .55
========== ========== ========== ==========
Diluted net income per share.................. $ .00 $ .19 $ .36 $ .52
========== ========== ========== ==========
</TABLE>

6. NOTES PAYABLE

Variable Rate Note

The Company borrowed $2.5 million during fiscal year 1998 and an additional
$1.5 million in September 1998 against an existing equipment credit facility.
Borrowings under this agreement bear interest at LIBOR plus 1.4% (6.65% at March
31, 1999).

Equipment Line of Credit Agreement

F-20
<PAGE> 105

Working-Capital Line of Credit Agreement

Interest Rate Contract

At March 31, 1999, the Company had an interest rate contract with a
notional principal amount of $4.0 million that effectively converts the $4.0
million variable rate note to a fixed rate of 7.5%.

F-21
<PAGE> 106

APPENDIX A

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

PLEXUS CORP.

AND

SeaMED CORPORATION

AND

PS ACQUISITION CORP.

DATED AS OF MARCH 16TH, 1999
<PAGE> 107

TABLE OF CONTENTS

<TABLE>
<S> <C>
RECITALS.................................................... 1
ARTICLE I DEFINITIONS....................................... 1
Acquisition............................................ 1
Affiliates............................................. 1
Affiliate Letter....................................... 1
Agreement.............................................. 1
Articles of Merger..................................... 1
Closing................................................ 2
Closing Date........................................... 2
Code................................................... 2
Confidentiality Agreement.............................. 2
Disclosure Schedule.................................... 2
ERISA.................................................. 2
Employee Stock Purchase Plan........................... 2
Exchange Act........................................... 2
HSR Act................................................ 2
Knowledge of Plexus.................................... 2
Knowledge of SeaMED.................................... 2
Law.................................................... 2
Merger................................................. 2
Person................................................. 2
Plexus................................................. 2
Plexus Common Stock.................................... 3
Plexus Companies....................................... 3
Plexus Material Adverse Effect......................... 3
Plexus Stock Value..................................... 3
Proxy Statement........................................ 3
Registration Statement................................. 3
Rights Agreement....................................... 3
SeaMED................................................. 3
SeaMED Common Stock.................................... 3
SeaMED Material Adverse Effect......................... 3
SeaMED Rights.......................................... 3
SeaMED Special Meeting................................. 3
SeaMED Stockholders.................................... 3
SEC.................................................... 3
Securities Act......................................... 3
Subsidiary............................................. 3
Voting Agreements...................................... 4
WBCA................................................... 4
Year 2000 Compliant.................................... 4
Other Terms............................................ 4

ARTICLE II THE MERGER....................................... 5
2.1 The Merger........................................ 5
2.2 Effective Time of Merger.......................... 5
2.3 Articles of Incorporation of Surviving
Corporation....................................... 5
2.4 Bylaws of Surviving Corporation................... 5
2.5 Directors and Officers of Surviving Corporation... 5
2.6 Conversion of SeaMED Common Stock................. 5
2.7 Conversion of Acquisition Common Stock............ 6
</TABLE>

-i-
<PAGE> 108
<TABLE>
<S> <C>
2.8 Exchange of SeaMED Certificates................... 6
2.9 Stock Transfer Books.............................. 8
2.10 Reorganization; Pooling........................... 8
2.11 Dissenting Shares................................. 8
2.12 SeaMED Stock Options.............................. 8
2.13 Voting Agreements................................. 9

ARTICLE III OTHER AGREEMENTS................................ 9
3.1 Proxy Statement and Registration Statement........ 9
3.2 Approval of SeaMED Stockholders................... 10
3.3 HSR Act........................................... 10
3.4 Access............................................ 10
3.5 Disclosure Schedule............................... 10
3.6 Conditions to Merger.............................. 10
3.7 Deliveries of Information; Consultation........... 11
3.8 Affiliates; Accounting and Tax Treatment.......... 11
3.9 Other Transactions................................ 12
3.10 Letter of SeaMED's Accountants.................... 14
3.11 Letter of Plexus's Accountants.................... 14
3.12 NASDAQ Listing.................................... 15
3.13 Public Announcements.............................. 15
3.14 Indemnification and Insurance..................... 15
3.15 Agreement of Plexus............................... 16
3.16 Operation of Subsidiary; Relocation of
Facilities............................................ 16
3.17 Employee Benefits................................. 16
3.18 Severance Benefits................................ 17
3.19 Combined Financial Results........................ 17
3.20 S-3 Registration.................................. 17
3.21 Additional Board Actions.......................... 17

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SEAMED......... 17
4.1 Organization; Business............................ 17
4.2 Capitalization.................................... 18
4.3 Authorization; Enforceability..................... 18
4.4 No Violation or Conflict.......................... 18
4.5 Title to Assets................................... 18
4.6 Litigation........................................ 19
4.7 SeaMED SEC Reports and Books and Records.......... 19
4.8 Absence of Certain Changes........................ 19
4.9 Existing Contracts................................ 19
4.10 Performance of Existing Contracts................. 20
4.11 Insurance Policies................................ 20
4.12 Employee Benefit Plans............................ 20
4.13 No Violation of Law............................... 21
4.14 Brokers........................................... 22
4.15 Taxes............................................. 22
4.16 Governmental Approvals............................ 22
4.17 No Pending Other Transactions..................... 23
4.18 Labor Matters..................................... 23
4.19 Disclosure........................................ 23
4.20 Information Supplied.............................. 23
4.21 Vote Required..................................... 23
4.22 Accounting Matters................................ 23
4.23 Opinion of Financial Advisor...................... 23
</TABLE>

-ii-
<PAGE> 109
<TABLE>
<S> <C>
4.24 Environmental Protection.......................... 24
4.25 Year 2000 Compliance.............................. 25
4.26 Customers......................................... 25
4.27 Software Licenses................................. 25
4.28 Additional Board Approvals........................ 25

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PLEXUS AND
ACQUISITION................................................. 26
5.1 Organization...................................... 26
5.2 Capitalization.................................... 26
5.3 Authorization; Enforceability..................... 26
5.4 No Violation or Conflict.......................... 26
5.5 Litigation........................................ 27
5.6 Plexus SEC Reports................................ 27
5.7 Brokers........................................... 27
5.8 Governmental Approvals............................ 27
5.9 Disclosure........................................ 27
5.10 Information Supplied.............................. 28
5.11 Accounting Matters................................ 28
5.12 Absence of Certain Changes........................ 28
5.13 No Violation of Law............................... 28
5.14 Year 2000 Compliance.............................. 28
5.15 Customers......................................... 28

ARTICLE VI CONDUCT OF BUSINESS BY SEAMED PENDING THE
MERGER...................................................... 29
6.1 Carry on in Regular Course........................ 29
6.2 Use of Assets..................................... 29
6.3 No Default........................................ 29
6.4 Employment Matters................................ 29
6.5 Indebtedness...................................... 29
6.6 Preservation of Relationships..................... 29
6.7 Compliance with Laws.............................. 29
6.8 Taxes............................................. 29
6.9 Amendments........................................ 29
6.10 Dividends; Redemptions; Issuance of Stock......... 29
6.11 No Dispositions or Acquisitions................... 29

ARTICLE VII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
PLEXUS AND ACQUISITION...................................... 30
7.1 Compliance with Agreement......................... 30
7.2 No Litigation..................................... 30
7.3 Representations and Warranties of SeaMED.......... 30
7.4 No SeaMED Material Adverse Effect................. 30
7.5 Approval of SeaMED Shareholders; Articles of
Merger................................................ 30
7.6 Closing Certificate............................... 30
7.7 Governmental Approvals............................ 30
7.8 Accountant Letter................................. 31
7.9 Pooling Opinion................................... 31
7.10 Affiliate Letters................................. 31
7.11 Plexus Stock Value................................ 31
7.12 Confidentiality Agreement......................... 31
7.13 SeaMED Rights and Approval........................ 31
7.14 Dissenters........................................ 31
7.15 Consents.......................................... 31
</TABLE>

-iii-
<PAGE> 110
<TABLE>
<S> <C>
ARTICLE VIII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
SEAMED...................................................... 31
8.1 Compliance with Agreement......................... 31
8.2 No Litigation..................................... 31
8.3 Representations and Warranties of Plexus and
Acquisition........................................... 31
8.4 No Plexus Material Adverse Effect................. 32
8.5 Approval of SeaMED Stockholders; Articles of
Merger................................................ 32
8.6 Closing Certificate............................... 32
8.7 Governmental Approvals............................ 32
8.8 Tax Opinion....................................... 32
8.9 Accountant Letter................................. 32
8.10 Plexus Stock Value................................ 32

ARTICLE IX TERMINATION; MISCELLANEOUS....................... 33
9.1 Termination....................................... 33
9.2 Rights on Termination; Waiver..................... 34
9.3 Survival of Representations, Warranties and
Covenants......................................... 34
9.4 Entire Agreement; Amendment....................... 34
9.5 Expenses.......................................... 35
9.6 Governing Law..................................... 35
9.7 Assignment........................................ 35
9.8 Notices........................................... 35
9.9 Counterparts; Headings............................ 36
9.10 Interpretation.................................... 36
9.11 Severability...................................... 36
9.12 No Reliance....................................... 36
9.13 Exhibits and Disclosure Schedule.................. 36
9.14 Further Assurances................................ 36
</TABLE>

EXHIBITS:

A. Form of Plexus Affiliate Letter
B. Form of SeaMED Affiliate Letter
C. Form of Employment Agreement
D. Form of Voting Agreement

-iv-
<PAGE> 111

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made as of the 16TH day of March, 1999
by and among PLEXUS CORP., SeaMED CORPORATION and PS ACQUISITION CORP.

RECITALS

WHEREAS, the respective Boards of Directors of Plexus, SeaMED and
Acquisition have: (a) determined that the merger of Acquisition with and into
SeaMED pursuant to, and subject to all of the terms and conditions of, this
Agreement is advisable, fair and in the best interests of Plexus, SeaMED and
Acquisition and their respective shareholders; and (b) approved the Merger, this
Agreement and the transactions contemplated by this Agreement; and

WHEREAS, the Board of Directors of SeaMED has directed that this Agreement
and the transactions described in this Agreement be submitted for approval at
the SeaMED Special Meeting; and

WHEREAS, the Board of Directors of Plexus has directed that Plexus Common
Stock be issued pursuant to this Agreement; and

WHEREAS, Plexus, SeaMED and Acquisition desire to make certain
representations, warranties, covenants and agreements in connection with the
Merger; and

WHEREAS, Plexus, SeaMED and Acquisition intend, by executing this
Agreement, to adopt a plan of reorganization within the meaning of Section 368
of the Code and to cause the Merger to qualify as a reorganization under the
provisions of Sections 368(a) of the Code; and

WHEREAS, for financial accounting purposes, Plexus, SeaMED and Acquisition
intend that the Merger be accounted for as a pooling of interests.

NOW, THEREFORE, in consideration of the Recitals and of the mutual
covenants, conditions and agreements set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed that:

ARTICLE I

DEFINITIONS

When used in this Agreement, the following terms shall have the meanings
specified:

Acquisition. "Acquisition" shall mean PS Acquisition Corp., a Washington
corporation and a wholly-owned Subsidiary of Plexus.

Affiliates. "Affiliates" shall mean all Persons who are affiliates of
either SeaMED or Plexus for purposes of Rule 145 under the Securities Act or
Accounting Series Releases 130 and 135 of the SEC, or both.

Affiliate Letter. "Affiliate Letter" shall mean a letter from each
Affiliate in substantially the form of Exhibit A attached to this Agreement for
Affiliates of Plexus and Exhibit B for Affiliates of SeaMED.

Agreement. "Agreement" shall mean this Agreement and Plan of Merger,
together with the Exhibits attached hereto and together with the Disclosure
Schedule, as the same may be amended from time to time in accordance with the
terms hereof.

Articles of Merger. "Articles of Merger" shall mean Articles of Merger in a
form approved for filing in accordance with the WBCA.

A-1
<PAGE> 112

Closing. "Closing" shall mean the conference to be held at 10:00 A.M.,
Central Time, on the Closing Date at the offices of Quarles & Brady LLP, 411
East Wisconsin Avenue, Milwaukee, Wisconsin 53202, or such other time and place
as the parties may mutually agree to in writing, at which the transactions
contemplated by this Agreement shall be consummated.

Closing Date. "Closing Date" shall mean:

(a) that date which is no more than two (2) business days after
satisfaction or waiver of all of the conditions set forth in Article VII
and Article VIII of this Agreement; or

(b) such other date as the parties may mutually agree to in writing.

Code. "Code" shall mean the Internal Revenue Code of 1986, as amended, and
the regulations promulgated thereunder, as the same may be in effect from time
to time.

Confidentiality Agreement. "Confidentiality Agreement" shall mean the
letter agreement between Plexus and SeaMED dated on or about February 8, 1999.

Disclosure Schedule. "Disclosure Schedule" shall mean the Disclosure
Schedule dated the date of this Agreement delivered by SeaMED to Plexus
contemporaneously with the execution and delivery of this Agreement and as the
same may be amended from time to time after the date of this Agreement and prior
to the Closing Date in accordance with the terms of this Agreement.

ERISA. "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be in effect from time to time.

Employee Stock Purchase Plan. "Employee Stock Purchase Plan" shall mean the
SeaMED 1996 Employee Stock Purchase Plan.

Exchange Act. "Exchange Act" shall mean the Securities Exchange Act of
1934, as the same may be in effect from time to time.

HSR Act. "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as the same may be in effect from time to time.

Knowledge of Plexus. "Knowledge of Plexus" shall mean, for purposes of this
Agreement, when any fact or matter is stated to be "to the Knowledge of Plexus"
or words of similar import, the actual knowledge of the existence or
nonexistence of such fact or matter, after reasonable inquiry of the executive
officers of Plexus.

Knowledge of SeaMED. "Knowledge of SeaMED" shall mean, for purposes of this
Agreement, when any fact or matter is stated to be " to the Knowledge of SeaMED"
or words of similar import, the actual knowledge of the existence or
nonexistence of such fact or matter, after reasonable inquiry, of W. Robert Berg
and Edgar F. Rampy and, to the extent the representation or warranty is within
the specific area of expertise of another executive officer of SeaMED, such
executive officer of SeaMED.

Law. "Law" shall mean any federal, state, local or other law, rule,
regulation or governmental requirement of any kind, and the rules, regulations
and orders promulgated thereunder by any regulatory agencies.

Merger. "Merger" shall mean the merger of Acquisition with and into SeaMED
pursuant to this Agreement.

Person. "Person" shall mean a natural person, corporation, trust,
partnership, limited liability company, governmental entity, agency or branch or
department thereof, or any other legal entity.

Plexus. "Plexus" shall mean Plexus Corp., a Wisconsin corporation.

A-2
<PAGE> 113

Plexus Common Stock. "Plexus Common Stock" shall mean shares of Common
Stock, $.01 par value, of Plexus.

Plexus Companies. "Plexus Companies" shall mean Plexus and all Subsidiaries
of Plexus.

Plexus Material Adverse Effect. "Plexus Material Adverse Effect" shall mean
any event, condition or fact which is materially adverse to the financial
condition, properties, business, results of operations or prospects of the
Plexus Companies taken as a whole, other than (i) events, conditions or facts
arising out of general economic conditions unrelated to the business in which
any of the Plexus Companies are engaged; (ii) events, conditions or facts
arising out of conditions generally affecting the contract manufacturing
industry; (iii) events, conditions or facts arising out of or resulting from the
announcement of the Merger.

Plexus Stock Value. "Plexus Stock Value" shall mean the closing price of
Plexus Common Stock on the NASDAQ Stock Market on each of the twenty (20)
trading days ending three (3) days prior to the Closing Date.

Proxy Statement. "Proxy Statement" shall mean the proxy
statement/prospectus of SeaMED and Plexus to be filed with the SEC and to be
distributed to the SeaMED Shareholders in connection with the SeaMED Special
Meeting and the approval of the Merger by the SeaMED Shareholders, which shall
also constitute the prospectus of Plexus filed as a part of the Registration
Statement.

Registration Statement. "Registration Statement" shall mean a registration
statement on Form S-4 to be filed under the Securities Act by Plexus in
connection with the Merger for purposes of registering the shares of Plexus
Common Stock to be issued in the Merger pursuant to Article II of this
Agreement.

Rights Agreement. "Rights Agreement" means that certain Rights Agreement
dated January 27, 1998 between SeaMED and Chase Mellon Shareholder Services,
LLC.

SeaMED. "SeaMED" shall mean SeaMED Corporation, a Washington corporation.

SeaMED Common Stock. "SeaMED Common Stock" shall mean all of the issued and
outstanding shares of common stock, no par value, of SeaMED.

SeaMED Material Adverse Effect. "SeaMED Material Adverse Effect" shall mean
any event, condition or fact which is materially adverse to the financial
condition, properties, business, results of operations or prospects of SeaMED,
other than (i) events, conditions or facts arising out of general economic
conditions unrelated to the business in which SeaMED is engaged; (ii) events,
conditions or facts arising out of conditions generally affecting the medical
device industry; (iii) events, conditions or facts arising out of or resulting
from the announcement of the Merger.

SeaMED Rights. "SeaMED Rights" shall mean the preferred share purchase
rights issued under the Rights Agreement dated January 27, 1998 between SeaMED
and Chase Mellon Shareholder Services, LLC.

SeaMED Special Meeting. "SeaMED Special Meeting" shall mean a special
meeting of the SeaMED Shareholders for the purpose of approving the Merger, this
Agreement and the transactions contemplated by this Agreement and for such other
purposes as may be necessary or desirable.

SeaMED Shareholders. "SeaMED Shareholders" shall mean all Persons owning
shares of SeaMED Common Stock on the relevant date.

SEC. "SEC" shall mean the Securities and Exchange Commission.

Securities Act. "Securities Act" shall mean the Securities Act of 1933, as
the same may be in effect from time to time.

Subsidiary. "Subsidiary" shall mean any corporation, at least a majority of
the outstanding capital stock of which (of any class or classes, however
designated, having ordinary voting power for the election of at least a majority
of the board of directors of such corporation) shall at the time be

A-3
<PAGE> 114

owned by the relevant Person directly or through one or more corporations which
are themselves Subsidiaries.

Voting Agreements. "Voting Agreements" shall mean the agreements of each of
W. Robert Berg, Edgar F. Rampy, and R. Scott Asen in the form of Exhibit D
attached to this Agreement.

WBCA. "WBCA" shall mean the Washington Business Corporation Act, as the
same shall be in effect from time to time.

Year 2000 Compliant. "Year 2000 Compliant" shall mean with respect to a
Person's material hardware and software systems, that such hardware and software
is designed to be used prior to, during, and after the calendar Year 2000 A.D.,
and such hardware and software used during each such time period will accurately
receive, provide and process date/time data from, into and between the twentieth
and twenty-first centuries in all material ways, and will not malfunction, cease
to function, or provide invalid or incorrect results as a result of date/time
data in all material ways, to the extent that other hardware and software, used
in combination with that Person's hardware and software, properly exchanges
date/time data with that Person's hardware and software.

Other Terms. The following terms shall have the meanings specified in the
following noted Sections of this Agreement:

<TABLE>
<CAPTION>
TERM SECTION
- ---- -------
<S> <C>
Break-up Fee................................................ 3.9
Cause....................................................... 3.18
CERCLA...................................................... 4.24
Effective Time of Merger.................................... 2.2
Employee Benefit Plans...................................... 4.12
Environmental Claim......................................... 4.24
Environmental Hazardous Material............................ 4.24
Environmental Laws.......................................... 4.24
Environmental Permits....................................... 4.24
Environmental Release....................................... 4.24
Exchange Agent.............................................. 2.8
Exchange Fund............................................... 2.8
Exchange Rate............................................... 2.6
Existing Contracts.......................................... 4.9
Existing Liens.............................................. 4.5
Existing Litigation......................................... 4.6
Existing Plans.............................................. 4.12
Indebtedness................................................ 4.9
Indemnified Parties......................................... 3.14
Lien........................................................ 4.5
Other Proposal.............................................. 3.9
Other Transaction........................................... 3.9
Plexus SEC Reports.......................................... 5.6
Representatives............................................. 3.9
Superior Proposal........................................... 3.9
Surviving Corporation....................................... 2.1
Takeover Proposal........................................... 3.9
SeaMED Certificates......................................... 2.8
SeaMED Options.............................................. 2.12
SeaMED Option Plans......................................... 2.12
SeaMED SEC Reports.......................................... 4.7
</TABLE>

A-4
<PAGE> 115

ARTICLE II

THE MERGER

2.1 The Merger. At the Effective Time of Merger and upon and subject to the
terms and conditions of this Agreement, Acquisition will be merged with and into
SeaMED, which shall be the surviving corporation in the Merger (the "Surviving
Corporation") and shall continue to be governed by the Laws of the State of
Washington, and the separate existence of Acquisition shall thereupon cease. The
Merger shall be pursuant to the provisions of, and shall be with the effects
provided in, the WBCA.

2.2 Effective Time of Merger. Subject to the terms and conditions of this
Agreement, on the Closing Date, Acquisition and SeaMED will cause the Articles
of Merger to be executed, delivered and filed as provided in the WBCA. The
Merger shall become effective at the time of the filing of the Articles of
Merger with the Washington Secretary of State or at such later time as Plexus
and SeaMED may agree and as may be set forth in the Articles of Merger. The date
and time on which the Merger shall become effective is referred to in this
Agreement as the "Effective Time of Merger".

2.3 Articles of Incorporation of Surviving Corporation. The Articles of
Incorporation of SeaMED as in effect immediately prior to the Effective Time of
Merger shall be the Articles of Incorporation of the Surviving Corporation until
amended in accordance with Law.

2.4 Bylaws of Surviving Corporation. The Bylaws of SeaMED as in effect
immediately prior to the Effective Time of Merger shall be the Bylaws of the
Surviving Corporation until amended in accordance with Law.

2.5 Directors and Officers of Surviving Corporation. The duly qualified and
acting directors and officers of Acquisition immediately prior to the Effective
Time of Merger shall be the directors and officers of the Surviving Corporation,
to hold office as provided in the Bylaws of the Surviving Corporation.

2.6 Conversion of SeaMED Common Stock.

(a) Conversion. At the Effective Time of Merger, by virtue of the
Merger and without any action on the part of Acquisition, SeaMED, Plexus or
the SeaMED Shareholders:

(i) Each share of SeaMED Common Stock issued and outstanding at the
Effective Time of Merger, except as provided in subsection (ii) below,
shall be converted into shares of Plexus Common Stock on the terms and
conditions set forth in this Agreement subject to the provisions of
Section 2.8(e) of this Agreement concerning cash being paid for
fractional shares at the rate of the stated number of shares of Plexus
Common Stock for each share of SeaMED Common Stock, determined as
follows ("the Exchange Rate").

(A) If the Plexus Stock Value is equal to or greater than
$30.00, and equal to or less than $37.50, the Exchange Rate shall be
0.4000 shares of Plexus Common Stock for each share of SeaMED Common
Stock.

(B) In the event the Plexus Stock Value is equal to or greater
than $27.00 but less than $30.00, the Exchange Rate shall be
determined by dividing $12.00 by the Plexus Stock Value.

(C) In the event the Plexus Stock Value is less than $27.00, the
Exchange Rate shall be 0.4444 shares of Plexus Common Stock for each
share of SeaMED Common Stock.

A-5
<PAGE> 116

(D) In the event the Plexus Stock Value is greater than $37.50,
the Exchange Rate shall equal $15.00 divided by the Plexus Stock
Value.

In each such case, the Exchange Rate shall be determined to four decimal
places, rounding to the nearest ten thousandth of a share.

(ii) Any shares of SeaMED Common Stock that are owned by SeaMED at
the Effective Time of Merger shall be canceled and retired and cease to
exist and no Plexus Common Stock or other consideration shall be issued
or delivered in exchange therefor. Any shares of SeaMED Common Stock as
to which the holders thereof have perfected dissenter's rights under the
WBCA shall be treated as provided in Section 2.11 of this Agreement.

(b) Adjustment. In the event that, prior to the Effective Time of
Merger, there is a reclassification, stock split or stock dividend with
respect to outstanding Plexus Common Stock or outstanding SeaMED Common
Stock, appropriate and proportionate adjustment, if any, shall be made to
the Exchange Rate.

2.7 Conversion of Acquisition Common Stock. At the Effective Time of
Merger, and without any action on the part of the holders of common stock of
Acquisition, each share of common stock of Acquisition issued and outstanding at
the Effective Time of Merger shall be converted into one (1) share of SeaMED
Common Stock.

2.8 Exchange of SeaMED Certificates.

(a) Exchange Agent. As of the Effective Time of Merger, Plexus shall
deposit, or shall cause to be deposited, with the corporate trust
department of Firstar Bank NA, Milwaukee, Wisconsin, or such other bank or
trust company designated by Plexus and approved by SeaMED, which approval
shall not be unreasonably withheld (the "Exchange Agent"), for the benefit
of the SeaMED Shareholders, for exchange in accordance with this Article II
of this Agreement through the Exchange Agent, certificates representing the
shares of Plexus Common Stock (such certificates for shares of Plexus
Common Stock, together with any dividends or distributions with respect
thereto and together with any cash for fractional share interests made
pursuant to Section 2.8(e) of this Agreement, being hereinafter referred to
as the "Exchange Fund") issuable pursuant to Section 2.6 of this Agreement
in exchange for outstanding shares of SeaMED Common Stock.

(b) Exchange Procedures.

(i) At or promptly after the Effective Time of Merger, Plexus shall
(i) cause the Exchange Agent to mail to each holder of record of a
certificate or certificates which immediately prior to the Effective
Time of Merger represented outstanding shares of SeaMED Common Stock
(the "SeaMED Certificates"): (A) a letter of transmittal which shall be
in such form and have such provisions as Plexus may reasonably specify;
and (B) instructions to effect the surrender of the SeaMED Certificates
in exchange for certificates representing shares of Plexus Common Stock;
and (ii) direct the Exchange Agent to issue certificates representing
that number of whole shares of Plexus Common Stock to which each holder
of uncertificated shares of SeaMED Common Stock (as reflected on the
books and records of SeaMED's transfer agent) is entitled pursuant to
the provisions of this Article II of this Agreement, without any action
on the part of such holders, plus any cash in lieu of any fractional
share interest in accordance with Section 2.8(e) of this Agreement.

(ii) Upon surrender of a SeaMED Certificate for cancellation to the
Exchange Agent together with such letter of transmittal, duly executed,
and with such other documents as

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the Exchange Agent may reasonably require, the holder of such SeaMED
Certificate shall be entitled to receive, and Plexus shall cause the
Exchange Agent to promptly deliver in exchange therefor, a certificate
representing that number of whole shares of Plexus Common Stock to which
such holder is entitled in respect of such SeaMED Certificate pursuant
to the provisions of this Article II of this Agreement, plus any cash in
lieu of any fractional share interest in accordance with Section 2.8(e)
of this Agreement, and the SeaMED Certificate so surrendered shall
forthwith be canceled; provided, however, that fractional share
interests of any one holder shall be aggregated to maximize the number
of whole shares of Plexus Common Stock to be issued and minimize the
fractional interests to be paid in cash as provided in Section 2.8(e) of
this Agreement.

(iii) In the event of a transfer of ownership of shares of SeaMED
Common Stock which is not registered in the transfer records of SeaMED,
a certificate representing the proper number of shares of Plexus Common
Stock, and any cash in lieu of any fractional share interests in
accordance with Section 2.8(e) of this Agreement, shall be delivered to
the transferee if the SeaMED Certificate which represented such shares
of SeaMED Common Stock is presented to the Exchange Agent, accompanied
by all documents required to evidence and effect such transfer and by
evidence that any applicable stock transfer taxes have been paid.

(iv) Until surrendered as contemplated by this Section 2.8 of this
Agreement, each SeaMED Certificate shall be deemed at all times after
the Effective Time of Merger to represent only the right to receive upon
surrender a certificate representing shares of Plexus Common Stock and
cash in lieu of any fractional share interest as contemplated by Section
2.8(e) of this Agreement, or in respect of dissenting shares, the
consideration determined pursuant to Section 2.11 of this Agreement.

(c) Distributions with Respect to Unexchanged Shares. No dividends or
other distributions declared or made after the Effective Time of Merger
with respect to Plexus Common Stock with a record date after the Effective
Time of Merger shall be paid to the holder of any unsurrendered SeaMED
Certificate with respect to the shares of Plexus Common Stock represented
thereby, and no cash payment in lieu of a fractional share shall be paid to
any such holder pursuant to Section 2.8(e) of this Agreement, until the
holder of such SeaMED Certificate has surrendered such SeaMED Certificate
to the Exchange Agent. Subject to the effect of any applicable Law,
following the surrender of any such SeaMED Certificate, there shall be paid
to the holder of the certificate representing whole shares of Plexus Common
Stock issued in exchange for the surrendered SeaMED Certificates, without
interest: (i) promptly, the amount of any cash payable with respect to a
fractional share interest to which such holder is entitled pursuant to
Section 2.8(e) of this Agreement and the amount of dividends or other
distributions with a record date after the Effective Time of Merger
theretofore paid with respect to such whole shares of Plexus Common Stock;
and (ii) at the appropriate payment date, the amount of dividends or other
distributions with a record date after the Effective Time of Merger but
prior to surrender and a payment date occurring after surrender payable
with respect to such whole shares of Plexus Common Stock.

(d) No Further Rights in SeaMED Common Stock. All shares of Plexus
Common Stock issued upon conversion of the SeaMED Common Stock in
accordance with the terms of this Agreement (and any cash paid pursuant to
Section 2.8(e) of this Agreement) shall be deemed to have been issued (and
paid) in full satisfaction of all rights pertaining to the SeaMED Common
Stock.

(e) No Fractional Shares. No fractional shares of Plexus Common Stock
shall be issued in the Merger. All fractional share interests of a holder
of more than one SeaMED Certificate at

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the Effective Time of Merger shall be aggregated. If a fractional share
interest results after such aggregation, each holder of a fractional share
interest shall be paid an amount in cash equal to the product obtained by
multiplying such fractional share interest by the Plexus Stock Value.
Promptly after the determination of the amount of cash, if any, to be paid
to holders of fractional share interests, the Exchange Agent shall notify
Plexus and Plexus shall direct the Exchange Agent to deliver such amounts
to such holders in accordance with Section 2.8(b) of this Agreement,
subject to and in accordance with the terms of Section 2.8(c) of this
Agreement.

(f) Termination of Exchange Fund. Any portion of the Exchange Fund
which remains undistributed to the SeaMED Shareholders after twelve (12)
months after the Effective Time of Merger shall be delivered to Plexus,
upon demand, and any SeaMED Shareholders who have not theretofore complied
with this Article II of this Agreement shall thereafter look only to Plexus
for payment of their claim for shares of Plexus Common Stock, any cash in
lieu of fractional share interests and any dividends or distributions with
respect to Plexus Common Stock.

(g) No Liability. Neither the Exchange Agent nor any party to this
Agreement shall be liable to any SeaMED Shareholder for any shares of
SeaMED Common Stock or Plexus Common Stock (or dividends or distributions
with respect thereto) or cash delivered to a public official pursuant to
any abandoned property, escheat or similar Law.

(h) Withholding Rights. Subject to the following sentences of this
Section 2.8(h), Plexus shall be entitled to deduct and withhold from the
consideration otherwise payable pursuant to this Agreement to any SeaMED
Shareholder such amounts as Plexus is required to deduct and withhold with
respect to the making of such payment under the Code, or any provision of
state, local or foreign tax Law. If withholding is required for anything
other than back up withholding on cash payments, Plexus will notify SeaMED
and provide SeaMED the right to provide an opinion of legal counsel that no
withholding is covered. To the extent that amounts are withheld by Plexus,
such withheld amounts shall be treated for all purposes of this Agreement
as having been paid to the SeaMED Shareholder in respect of which such
deduction and withholding was made by Plexus.

2.9 Stock Transfer Books. At the Effective Time of Merger, the stock
transfer books of SeaMED shall be closed and there shall be no further
registration of transfers of shares of SeaMED Common Stock thereafter on the
records of SeaMED. From and after the Effective Time of Merger, the holders of
SeaMED Certificates outstanding immediately prior to the Effective Time of
Merger shall cease to have any rights with respect to such shares of SeaMED
Common Stock except as otherwise provided in this Agreement or by Law.

2.10 Reorganization; Pooling. The parties intend that this Agreement be a
plan of reorganization within the meaning of Section 368(a) of the Code and that
the Merger be a tax-free reorganization under Section 368(a) of the Code and
that the Merger qualify for pooling of interests accounting treatment.

2.11 Dissenting Shares. Any shares of SeaMED Common Stock as to which
dissenters' rights are perfected under Chapter 23B.13 of the WBCA shall be
treated in accordance therewith, notwithstanding any other provision of this
Agreement.

2.12 SeaMED Stock Options.

(a) Conversion. At the Effective Time of Merger, each outstanding
option to purchase shares of SeaMED Common Stock (a "SeaMED Option") under
SeaMED's 1988 Stock Option Plan, 1995 Employee Stock Option and Incentive
Plan, and 1997 Employee Nonqualified Stock Option Plan, each as amended
(the "SeaMED Option Plans"), whether vested or unvested, shall

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be deemed to constitute an option to acquire, on the same terms and
conditions as were applicable under such SeaMED Option, the same number of
shares of Plexus Common Stock as the holder of such SeaMED Option would
have been entitled to receive pursuant to the Merger had such holder
exercised such SeaMED Option in full immediately prior to the Effective
Time of Merger (rounded to the nearest whole number), at a price per share
(rounded down to the nearest whole cent) equal to: (i) the aggregate
exercise price for the shares of SeaMED Common Stock otherwise purchasable
pursuant to such SeaMED Option; divided by (ii) the number of full shares
of Plexus Common Stock deemed purchasable pursuant to such SeaMED Option in
accordance with the foregoing; provided, however, that in the case of any
SeaMED Option which is intended to be an "incentive stock option" (as
defined in Section 422 of the Code), the option price, the number of shares
purchasable pursuant to such option and the terms and conditions of
exercise of such option shall be determined in accordance with the
foregoing, subject to such adjustments as are necessary in order to satisfy
the requirements of Section 424(a) of the Code. At or prior to the
Effective Time of Merger, SeaMED shall make all necessary arrangements to
permit the assumption of the unexercised SeaMED Options by Plexus pursuant
to this Section.

(b) Assumption. Effective at the Effective Time of Merger, Plexus
shall assume each SeaMED Option in accordance with the terms of the SeaMED
Option Plan under which it was issued and all of the terms and conditions
of the stock option agreement by which it is evidenced. At or prior to the
Effective Time of Merger, Plexus shall take all corporate action necessary
to reserve for issuance a sufficient number of shares of Plexus Common
Stock for delivery upon exercise of SeaMED Options assumed by it in
accordance with this Section 2.12 of this Agreement. As soon as practicable
after the Effective Time of Merger, Plexus shall file a registration
statement (or a post-effective amendment to the registration statement) on
Form S-8 (or any successor or other appropriate form) with respect to the
Plexus Common Stock subject to such SeaMED Options, and shall use its best
efforts to maintain the effectiveness of such registration statement (and
maintain the current status of the prospectus or prospectuses relating
thereto) for so long as such SeaMED Options remain outstanding.

2.13 Voting Agreements. Each of W. Robert Berg, Edgar F. Rampy and R. Scott
Asen has delivered a duly executed Voting Agreement, and shall comply with the
terms thereof.

ARTICLE III

OTHER AGREEMENTS

3.1 Proxy Statement and Registration Statement. Plexus and SeaMED will
prepare and file with the SEC the Registration Statement and the Proxy Statement
as soon as reasonably practicable after the date of this Agreement. Plexus and
SeaMED shall use reasonable best efforts to cause the Registration Statement to
be declared effective under the Securities Act as promptly as practicable after
such filing. Plexus and SeaMED shall also take such action as may be reasonably
required to cause the shares of Plexus Common Stock issuable pursuant to the
Merger to be registered or to obtain an exemption from registration or
qualification under applicable state "blue sky" or securities Laws; provided,
however, that Plexus shall not be required to qualify as a foreign corporation
or to file any general consent to service of process under the Laws of any
jurisdiction or to comply with any other requirements deemed by Plexus to be
unduly burdensome. Each party to this Agreement will furnish to the other
parties all information concerning itself as each such other party or its
counsel may reasonably request and which is required or customary for inclusion
in the Proxy Statement and the Registration Statement.

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3.2 Approval of SeaMED Shareholders. SeaMED shall, as soon as reasonably
practicable: (i) take all steps necessary duly to call, give notice of, convene
and hold the SeaMED Special Meeting; (ii) distribute the Proxy Statement, which
shall also constitute the prospectus of Plexus included in the Registration
Statement, to the SeaMED Shareholders in accordance with applicable federal and
state Law and its Articles of Incorporation and Bylaws; (iii) subject to the
provisions of Section 3.9 of this Agreement, recommend to the SeaMED
Shareholders the approval of this Agreement and the transactions contemplated by
this Agreement and such other matters as may be submitted to the SeaMED
Shareholders in connection with this Agreement; and (iv) cooperate and consult
with Plexus with respect to each of the foregoing matters. The SeaMED Special
Meeting shall be held on such date as is mutually determined by SeaMED and
Plexus.

3.3 HSR Act. Each party shall: (a) file or cause to be filed with the
Federal Trade Commission and the Department of Justice any notifications
required to be filed under the HSR Act; and (b) use reasonable best efforts to
make such filings promptly and to respond promptly to any request for additional
information made by either of such agencies.

3.4 Access.

(a) Access to SeaMED and Information. Upon reasonable notice, SeaMED
shall afford to the officers, employees, investment bankers, agents,
accountants, attorneys and representatives of Plexus full access to all of
its books, records, financial information, facilities, key personnel and
other documents and materials except such information as may be subject to
confidentiality agreements with respect to Other Transactions or Other
Proposals; provided that such access shall be upon reasonable notice and
during normal business hours of SeaMED. SeaMED shall provide monthly to
Plexus the monthly management and financial package prepared in the
ordinary course of business by SeaMED for its Board of Directors.

(b) Access to Plexus Companies. Upon reasonable notice, Plexus shall,
and shall cause the other Plexus Companies to, afford to the officers,
employees, investment bankers, agents, accountants, attorneys and
representatives of SeaMED full access to all of its books, records,
financial information, facilities, key personnel and other documents and
materials; provided that such access shall be upon reasonable notice and
during normal business hours of the Plexus Companies.

(c) Confidentiality Agreement. SeaMED and Plexus agree that the
provisions of the Confidentiality Agreement shall remain in full force and
effect; provided that at the Effective Time of Merger, the Confidentiality
Agreement shall be deemed to have terminated without further action by the
parties.

3.5 Disclosure Schedule. Contemporaneously with the execution and delivery
of this Agreement, SeaMED is delivering to Plexus the Disclosure Schedule. The
Disclosure Schedule is deemed to constitute an integral part of this Agreement
and to modify the representations, warranties, covenants or agreements of SeaMED
contained in this Agreement. The Disclosure Schedule may be updated or amended
by SeaMED prior to Closing except to the extent such modification would disclose
a SeaMED Material Adverse Effect.

3.6 Conditions to Merger. Each party to this Agreement shall use reasonable
best efforts to: (a) to the extent within its control, cause all of its
representations and warranties contained in this Agreement to be true and
correct in all respects on the Closing Date with the same force and effect as if
such representations and warranties had been made on the Closing Date; (b) take
all reasonable actions necessary to comply promptly with all legal requirements
which may be imposed on it with respect to the Merger (including but not limited
to making all filings and requests in connection with approvals of or filings
with any governmental entity as described in Sections 7.7 and 8.7 of this
Agreement and furnishing all information required in connection therewith); (c)
promptly cooperate

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with and furnish information to the other parties in connection with any such
requirements imposed upon any of them in connection with the Merger; (d) contest
any legal proceedings seeking to restrain, enjoin or frustrate the Merger,
subject, in the case of SeaMED, to the provisions of Section 3.9(c) of this
Agreement concerning Superior Proposals; (e) execute any additional documents or
instruments and take any additional actions reasonably necessary or appropriate
to consummate the transactions contemplated by this Agreement; and (f) take all
reasonable actions necessary to obtain (and cooperate with the other parties in
obtaining) any consent, authorization, order or approval of, or any exemption
by, any governmental entity or other public or private Person, required to be
obtained or made by the parties to this Agreement in connection with the Merger
or the taking of any action contemplated thereby or by this Agreement.

3.7 Deliveries of Information; Consultation. From time to time prior to the
Effective Time of Merger:

(a) Deliveries by SeaMED. SeaMED shall furnish promptly to Plexus: (i)
a copy of each report, schedule and other document filed by SeaMED with the
SEC pursuant to the requirements of federal securities Laws promptly after
such documents are available; (ii) the monthly financial statements of
SeaMED (as prepared by SeaMED in accordance with its normal accounting
procedures) promptly after such financial statements are available; (iii) a
summary of any action taken by the Board of Directors, or any committee
thereof, of SeaMED; and (iv) all other information concerning the business
and properties of SeaMED as Plexus may reasonably request.

(b) Deliveries by Plexus. Plexus shall promptly furnish to SeaMED: (i)
a copy of each report, schedule and other document filed by Plexus with the
SEC pursuant to the requirements of federal securities Laws promptly after
such documents are available; (ii) the monthly consolidated financial
statements of the Plexus Companies (as prepared by Plexus in accordance
with its normal accounting procedures) promptly after such financial
statements are available; and (iii) all other information concerning the
business and properties of any of the Plexus Companies as SeaMED may
reasonably request.

(c) Consultation. SeaMED shall confer and consult with representatives
of the Plexus Companies on a regular basis to report on operational matters
and the general status of ongoing business operations of SeaMED.

(d) Litigation. Each party to this Agreement shall provide prompt
notice to the other parties of any known litigation, arbitration,
proceeding, governmental investigation, citation or action of any kind
which may be commenced, threatened or proposed by any Person concerning the
legality, validity or propriety of the transactions contemplated by this
Agreement. If any such litigation is commenced against any party to this
Agreement, the parties shall cooperate in all respects in connection with
such litigation and Plexus shall have the right to assume the defense
thereof at its cost and expense and, if Plexus does assume such defense, it
shall confer regularly with SeaMED and shall not settle any such litigation
without the prior consent of SeaMED, which consent shall not be
unreasonably withheld.

3.8 Affiliates; Accounting and Tax Treatment. Within thirty (30) days after
the date of this Agreement, SeaMED shall identify in a letter to Plexus, and
Plexus shall identify in a letter to SeaMED, all Persons who are and, to such
party's knowledge who will be at the Closing Date, Affiliates of SeaMED and
Plexus, respectively. Each of SeaMED and Plexus shall advise their respective
Affiliates of the resale restrictions imposed by applicable securities Laws and
required to cause the Merger to qualify for pooling-of-interests accounting
treatment, and shall use reasonable best efforts to obtain from each of their
respective Affiliates an executed Affiliate Letter and shall obtain an executed
Affiliate Letter from any Person who becomes an Affiliate of that Person after
the

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date of this Agreement and on or prior to the Effective Time of Merger. SeaMED
and Plexus will each use its respective reasonable best efforts to cause the
Merger to qualify for pooling-of-interests accounting treatment and as a
reorganization under Section 368(a) of the Code.

3.9 Other Transactions.

3.9.1 Definitions. As used in this Agreement, the following terms
shall have the meanings specified:

(i) "Other Transaction" shall mean any of the following, other than
the Merger as contemplated by this Agreement: (A) a merger,
consolidation, share exchange, exchange of securities, reorganization,
business combination or other similar transaction involving the SeaMED;
(B) a sale, lease, transfer or other disposition of all or a significant
portion of the total assets of SeaMED in a single transaction or series
of related transactions; (C) a sale of, or tender offer or exchange
offer for, or acquisition by any Person or group of beneficial owners
of, fifteen percent (15%) or more of the outstanding shares of capital
stock of SeaMED in a single transaction or series of related
transactions; or (D) a public announcement of a proposal, plan,
intention or agreement to do any of the foregoing.

(ii) "Other Proposal" shall mean any request for information,
expression of interest, inquiry, proposal or offer relating in any
manner to an Other Transaction.

3.9.2 Termination of Discussions. SeaMED shall immediately cease and
cause to be terminated all existing discussions and negotiations, if any,
with any parties conducted prior to the date of this Agreement with respect
to any Other Transaction or Takeover Proposal (as defined below), except
that SeaMED may notify such other parties that the discussions and
negotiations are terminated.

3.9.3 Non Solicitation. From and after the date hereof until the
earlier of the Effective Time of Merger or termination of the Agreement,
subject to the proviso in the next paragraph, SeaMED agrees that neither it
nor any of its officers and directors shall, and that SeaMED shall direct
and use its reasonable best efforts to cause its employees, agents and
representatives (including any investment banker, attorney or accountant
retained by it) (such officers, directors, employees, agents and
representatives sometimes collectively referred to herein as
"Representatives") not to, directly or indirectly, initiate, solicit,
encourage or otherwise facilitate any inquiries or the making of any
proposal or offer with respect to an Other Transaction (any such proposal
or offer being herein after referred to as a "Takeover Proposal").

SeaMED further agrees that neither it nor its Representatives shall
directly or indirectly, engage in any negotiations concerning, or provide
any confidential information or data to, or have any discussions with, any
Person relating to a an Other Proposal or Takeover Proposal, whether made
before or after the date of this Agreement, or otherwise facilitate any
effort or attempt to make or implement a Takeover Proposal; PROVIDED,
HOWEVER, that nothing contained in this Agreement shall prevent SeaMED or
SeaMED's Board of Directors from:

(a) complying with Rule 14d-9 or Rule 14e-2 promulgated under the
Exchange Act with regard to a Takeover Proposal;

(b) providing information in response to a request therefor by a
Person if the Person making the inquiry makes the following
representations, and SeaMED has no reason to believe that the
representations are not true, that: (i) the inquiry is made in good
faith, (ii) to the knowledge of such Person, the inquiry has not been
solicited by SeaMED or its Representatives in breach of Section 3.9(c)
hereof; (iii) the Person has reviewed the terms of this Agreement; and
(iv) subject to due diligence on the information received from SeaMED,
the Person requesting the information expects that if it makes an offer
to

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SeaMED it would be a Superior Proposal; provided that the Person so
requesting such information must also (y) execute a confidentiality
agreement on terms substantially equivalent to those contained in the
Confidentiality Agreement and (z) submit with such inquiry a
nonrefundable, good faith deposit in the form of a check payable to
SeaMED in the amount of $50,000, which shall be paid to Plexus in the
event that this Agreement is terminated by Plexus pursuant to Section
9.1(c)(v), (vi), (vii) or (viii);

(c) engaging in any negotiations or discussions with any Person who
has made an unsolicited bona fide Takeover Proposal; or

(d) withdrawing or modifying the approval or recommendation by
SeaMED's Board of Directors of this Agreement and the Merger in
connection with recommending an unsolicited bona fide written Takeover
Proposal to the stockholders of SeaMED or entering into any agreement
with respect to an unsolicited bona fide written Takeover Proposal;

IF AND ONLY TO THE EXTENT THAT, both (i) in each such case referred to in
clause (b), (c) or (d) above, SeaMED's Board of Directors determines in
good faith after receipt of written advice from outside legal counsel
experienced in such matters that such action is necessary in order for its
directors to comply with their respective fiduciary duties under applicable
law; and either (ii) in each case referred to in clause (c) or (d) above,
SeaMED's Board of Directors determines in good faith (after consultation
with its financial advisor) that such Takeover Proposal, if accepted, is
reasonably likely to be consummated, taking into account all legal,
financial and regulatory aspects of the proposal and the Person making the
proposal and would, if consummated, result in a transaction superior to the
transaction contemplated by this Agreement, taking into account, among
other things, the long term prospects and interests of SeaMED and its
stockholders (any such superior Takeover Proposal being referred to in this
Agreement as a "Superior Proposal"); or (iii) in the case referred to in
clause (b) above, the SeaMED Board of Directors determines (after
consultation with its financial adviser) that there is a reasonable
likelihood that such Person has the financial and other resources to make a
Superior Proposal.

SeaMED agrees that it will take the necessary steps to promptly inform its
Representatives of the obligations undertaken in this Section 3.9.3 and in
the Confidentiality Agreement. SeaMED will promptly notify Plexus if any
such inquiries, proposals or offers are received by, any such information
is requested from, or any such discussions or negotiations are sought to be
initiated or continued with, SeaMED or any of its Representatives relating
to a Takeover Proposal, indicating, in connection with such notice, the
name of such Person and the material terms and conditions of any proposals
or offers and thereafter shall keep Plexus informed, on a current basis, on
the status and terms of any such proposals or offers and the status of any
such negotiations or discussions, except to the extent that the Board of
Directors of SeaMED determines, based upon the written advice of outside
legal counsel, that such action is inconsistent with its fiduciary duties
under applicable Law. SeaMED also will promptly request each Person that
has heretofore executed a confidentiality agreement in connection with its
consideration of a Takeover Proposal to return all confidential information
heretofore furnished to such Person by or on behalf of it or any of its
subsidiaries.

3.9.4 Termination. SeaMED may, by notice to Plexus at any time prior
to the Effective Time of Merger, whether before or after the approval by
the SeaMED Shareholders, terminate this Agreement if SeaMED enters into,
executes or agrees to a Superior Proposal following a good faith
determination by the Board of Directors of SeaMED (after compliance by
SeaMED with the provisions of Section 3.9.3 of this Agreement) based upon
the written advice of outside legal counsel, that such action is necessary
to fulfill its fiduciary duties under applicable Law; provided that SeaMED
pays Plexus the Break-up Fee provided in Section 3.9.5 hereof.

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3.9.5 Break-up Fee. SeaMED agrees to pay Plexus, (provided that Plexus
is not then in material breach of any representation, warranty, covenant or
agreement contained in this Agreement) within two (2) business days after
the termination of this Agreement (or such later date as may apply in the
case of (ii) below) by wire transfer, the sum of $3.2 Million in
immediately available funds, plus interest on the amounts owed at the prime
rate as announced by Key Bank N.A. in effect from time to time during such
period plus two percent (the "BREAK-UP FEE") in the event that following
the date of the execution of this Agreement, and at or prior to the
termination of this Agreement, any of the following events shall have
occurred:

(i) Plexus shall have terminated this Agreement pursuant to Section
9.1(c)(v), (vi), (vii) or (viii) hereof; or

(ii) if (A) either (y) SeaMED, any of its subsidiaries or any of
their Representatives shall have taken any actions pursuant to clause
(b) or (c) of the proviso set forth in Section 3.9.3 or (z) an Other
Proposal shall have been made to SeaMED or its stockholders or any
Person shall have publicly announced an intention (whether or not
conditional) to make such an Other Proposal with respect to SeaMED and
thereafter this Agreement is terminated by either Plexus or SeaMED
pursuant to Section 9.1(c)(iv) or 9.1(d)(iii), respectively, and (B)
SeaMED consummates an agreement for an Other Transaction within twelve
(12) months after termination of this Agreement, SeaMED shall promptly,
but in no event later than the date of such consummation, pay to Plexus
the Breakup Fee.

The right to the payment of the fees set forth in this Section 3.9.5
shall be the exclusive remedy at law or in equity to which Plexus may be
entitled upon termination of this Agreement pursuant to Section 9.1(c)(v),
(vi) or (vii) hereof.

SeaMED acknowledges that the agreements contained in this Section
3.9.5 are an integral part of the transactions contemplated by this
Agreement, and that, without these agreements, Plexus and Acquisition would
not enter into this Agreement. If SeaMED fails to promptly pay the amount
due pursuant to this Section 3.9.5 and, in order to obtain such payment,
Plexus commences a suit which results in a judgment against SeaMED for the
fee set forth therein, if Plexus prevails in such suit, SeaMED shall pay to
Plexus its reasonable costs and expenses (including attorneys' fees) in
connection with such suit, together with interest from the date of
termination of this Agreement.

The agreements contained in this Section 3.9.5 of this Agreement are
an integral part of this Agreement and constitute liquidated damages and
not a penalty.

3.10 Letter of SeaMED's Accountants. SeaMED shall use reasonable best
efforts to cause to be delivered a letter of Ernst & Young, LLP, SeaMED's
independent auditors, dated within two (2) business days before the effective
date of the Registration Statement and addressed to SeaMED and Plexus, in form
and substance reasonably satisfactory to Plexus and customary in scope and
substance for cold comfort letters delivered by independent public accountants
in connection with registration statements similar to the Registration
Statement.

3.11 Letter of Plexus's Accountants. Plexus shall use reasonable best
efforts to cause to be delivered a letter of PricewaterhouseCoopers LLP,
Plexus's independent auditors, dated within two (2) business days before the
effective date of the Registration Statement and addressed to Plexus and SeaMED,
in form and substance reasonably satisfactory to SeaMED and customary in scope
and substance for cold comfort letters delivered by independent public
accountants in connection with registration statements similar to the
Registration Statement.

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3.12 Nasdaq Listing. Plexus shall use reasonable best efforts to provide
appropriate notice to cause the shares of Plexus Common Stock to be issued or
reserved for issuance pursuant to this Agreement to qualify for quotation on the
Nasdaq Stock Market.

3.13 Public Announcements. SeaMED, Acquisition and Plexus will cooperate
with and obtain the consent of each other in the development and distribution of
all news releases and other public information disclosures with respect to this
Agreement or any of the transactions contemplated hereby, except as may be
required by Law or the Nasdaq Stock Market, in which case such party shall not
issue any public announcement or statement prior to consultation with the other
parties.

3.14 Indemnification and Insurance.

(a) Indemnification. From and after the Effective Time of Merger,
Plexus shall indemnify and hold harmless, to the fullest extent permitted
under applicable Law (and Plexus shall also advance expenses as incurred to
the extent permitted under applicable Law, provided the Person to whom
expenses are advanced provides an undertaking to repay such advances if it
is ultimately determined that said Person is not entitled to
indemnification), each present and former employee, agent, director or
officer of SeaMED and the heirs, successors and assigns of such Persons
(the "Indemnified Parties") against any amounts incurred by such
Indemnified Parties, including without limitation, losses, claims, damages,
liabilities, costs, expenses (including reasonable attorneys fees incurred
in defense or otherwise), judgments and amounts paid in settlement, in
connection with any claim, action, suit, proceeding or investigation (i)
arising out of or relating to the transactions described in this Agreement
or (ii) which arise out of or relate to an Indemnified Party having served
as a committee member, director, officer, employee or agent of SeaMED, or
as a trustee or fiduciary of any Employee Benefit Plans or otherwise on
behalf of SeaMED, whether asserted or commenced prior to or after the
Effective Time of Merger.

(b) Insurance. For at least three (3) years from and after the
Effective Time of Merger, Plexus shall maintain, or shall cause to be
maintained, in effect directors and officers insurance covering those
Persons covered by SeaMED's directors and officers insurance as of the date
of this Agreement. This directors and officers insurance shall be not less
in terms of coverage and amount as the insurance that SeaMED has in effect
covering such officers and directors on the date of this Agreement.

(c) Notice; Procedure. Any Indemnified Party wishing to claim
Indemnification under Section 3.14(a) of this Agreement, upon learning of
any such claim, action, suit, proceeding or investigation, shall promptly
notify Plexus thereof, but the failure to so notify shall not relieve
Plexus of any liability it may have to such Indemnified Party if such
failure does not materially prejudice Plexus. In the event of any such
claim, action, suit, proceeding or investigation (whether arising before or
after the Effective Time of Merger): (i) Plexus shall have the right to
assume the defense thereof with counsel reasonably acceptable to the
Indemnified Party and Plexus shall not be liable to any Indemnified Party
for any legal expenses of other counsel thereafter incurred in connection
with the defense thereof, unless the Indemnified Party shall have been
advised by such counsel that there may be one or more legal defenses
available to it that are different from or in addition to those available
to the indemnifying party that reasonably may be expected to lead to
conflicts in representation (in which case, if the Indemnified Party
notifies the indemnifying party in writing that it elects separate counsel
at the expense of the indemnifying party, the indemnifying party shall not
have the right to assume the defense of such action on behalf of the
Indemnified Party with respect to such defenses); (ii) the Indemnified
Party will cooperate in all respects as reasonably requested by Plexus in
the defense of any such matter, and in connection therewith shall be
entitled to reimbursement by Plexus of expenses incurred in connection
therewith; and (iii) Plexus shall not be liable for any settlement

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effected without its prior written consent, which consent shall not be
unreasonably withheld or delayed; provided, however, that Plexus shall not
have any obligation hereunder to any Indemnified Party if a court shall
ultimately determine, and such determination shall have become final and
nonappealable, that the indemnification of such Indemnified Party in the
matter contemplated hereby is prohibited by Law. If such indemnity is not
available with respect to any Indemnified Party, the Plexus and the
Indemnified Party shall contribute to the amount payable in such proportion
as is appropriate to reflect relative faults and benefits.

(d) Indemnified Parties. The provisions of this Section 3.14 are
intended to be for the benefit of, and shall be enforceable by, each of the
Indemnified Parties. Nothing in this Section 3.14 shall limit in any way
any other rights to indemnification that any current or former director or
officer of SeaMED may have by contract or otherwise.

(e) Articles of Incorporation; Bylaws. From and after the Effective
Time, SeaMED shall fulfill, assume and honor in all respects the
obligations of SeaMED pursuant to SeaMED's Articles of Incorporation,
bylaws, and any indemnification agreement between SeaMED and any of
SeaMED's directors and officers existing and in force as of the date of
this Agreement. SeaMED agrees that the indemnification obligations set
forth in SeaMED's Articles of Incorporation and bylaws, in each case as of
the date of this Agreement, shall survive the Merger with respect to any
matter which is based in whole or in part on or arises in whole or in part
out of the fact that an individual is or was a director or officer of
SeaMED prior to the Effective Time of Merger.

3.15 Agreement of Plexus. From and after the date of this Agreement and
until the Effective Time of Merger, Plexus shall, and shall cause the other
Plexus Companies to, diligently carry on its business only in the regular course
and in substantially the same manner as heretofore, provided that acquisitions
by any of the Plexus Companies of business enterprises engaged in businesses
consistent with the businesses of Plexus Companies shall be permitted under this
Section 3.15 of this Agreement.

3.16 Operation of Subsidiary; Relocation of Facilities. Plexus acknowledges
that it intends to operate SeaMED following the Merger as a separate profit
center to design, engineer and manufacture medical and commercial products,
provided that such operations of SeaMED must be consistent with Plexus's
business plan to maximize the synergies with SeaMED and other Plexus Companies
to expand the manufacturing of medical and commercial products by SeaMED and
Plexus. Plexus acknowledges that it intends to continue to use SeaMED's name
with Plexus's name on a blended basis for at least one (1) year after the
Effective Time of Merger. Plexus acknowledges that it has no current plans to
relocate SeaMED operations, and Plexus agrees that after the Effective Time of
Merger, it will use its reasonable business efforts to cause SeaMED to maintain
SeaMED's operations in the Seattle metropolitan area for a period of not less
than three (3) years. The parties acknowledge the timing and location of
possible relocations could be affected by lease terminations and/or
opportunities. This section is not intended to confer upon any person, other
than the parties to this Agreement, any rights or remedies hereunder.

3.17 Employee Benefits. Plexus agrees that SeaMED will, as the Surviving
Corporation, provide benefits for SeaMED employees that are substantially
equivalent to the benefits provided to similarly situated Plexus employees, with
prior service considerations as if such SeaMED employees had been employed by
Plexus for the period for which they were employed by SeaMED; provided, however,
that nothing contained herein shall be considered as requiring Plexus or SeaMED
to continue any specific plan or benefit or as precluding amendments to any
specific plan or benefit; and provided further, that nothing expressed or
implied in this Agreement shall confer upon any employee, beneficiary,
dependent, legal representative or collective bargaining agent of such employee
any right or remedy of any nature or kind whatsoever under or by reason of this
Agreement, including without

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limitation any right to employment or to continued employment for any specified
period, at any specified location or under any job category, or any specific
benefits or specific employee benefit plan.

3.18 Severance Benefits. Plexus shall cause the following severance
benefits to be provided to SeaMED employees whose employment is terminated by
Plexus or SeaMED without Cause as a result of the Merger within one year after
the Effective Time of Merger, as follows: except as otherwise provided in
individual employment agreements, employees will receive on termination
severance pay equal to one week base salary for each year of prior service with
SeaMED plus one additional month base salary. For purposes of this Section 3.18,
"Cause" shall mean termination resulting from a good faith determination by
Plexus after reasonable investigation that there has been (x) a failure or
refusal in a material respect to follow the reasonable policies and directives
of Plexus, after being provided with written notice and a reasonable opportunity
to cure; (y) a failure to perform in good faith the duties of his or her
position after being provided with written notice and a reasonable opportunity
to cure; (z) any act involving embezzlement, theft, material dishonesty, or a
conviction of or plea of nolo contendere to a crime involving moral turpitude or
a felony.

3.19 Combined Financial Results. Plexus covenants and agrees that, as
promptly as practicable following the end of Plexus's fiscal year, it will
publicly release the combined financial results of Plexus and the Plexus
Companies (including SeaMED).

3.20 S-3 Registration. Prior to the end of Plexus's fiscal year, Plexus
shall prepare and file with the SEC a registration statement on Form S-3 (or any
successor or other appropriate form) for resale of shares of Plexus Common Stock
issued in the Merger to R. Scott Asen, and shall use its best efforts to have
such filing declared effective under the Securities Act as promptly as
practicable thereafter and to continue the effectiveness of such registration
until the first anniversary of the Effective Time of Merger. Plexus may
postpone, for up to sixty (60) days, the filing of such a registration statement
if such registration would give rise to a disclosure obligation that would not
be in the best interest of Plexus's shareholders. If, after the registration
statement becomes effective, the continuation of the registration statement
would give rise to a disclosure obligation that would not be in the best
interest of Plexus's shareholders or if Plexus considers it necessary for the
registration statement to be amended, such shareholder shall suspend sales until
Plexus advises him that such disclosure has been made or is no longer required,
or the registration statement has been amended, as the case may be. Plexus shall
promptly notify the shareholder of any event, and use its reasonable best
efforts to minimize any such postponement or suspension.

3.21 Additional Board Actions. SeaMED's Board of Directors shall, on or
before the Closing Date, take all such actions, conditioned upon the occurrence
of the Closing, necessary to redeem all outstanding rights of any holders of
SeaMED Rights and to suspend operation of the Employee Stock Purchase Plan, and,
if necessary, to ensure approval of the Merger under appropriate sections of
WBCA (including without limitation WBCA 23B.19.040).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SEAMED

SeaMED hereby represents and warrants to Plexus and Acquisition that,
except as set forth in the relevant section of the Disclosure Schedule:

4.1 Organization; Business.

(a) Organization. SeaMED is a corporation duly and validly organized
and existing under the Laws of its jurisdiction of incorporation. SeaMED is
qualified to do business as a foreign corporation and is in good standing
in all other jurisdictions where the ownership or leasing of

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property or the conduct of its business requires qualification as a foreign
corporation by it, except where the failure to so qualify would not have a
SeaMED Material Adverse Effect.

(b) Corporate Power and Authority. SeaMED has: (a) full corporate
power and authority necessary to carry on its business as it is now
conducted and to own, lease and operate its assets and properties; and (b)
all material franchises, permits, licenses, approvals, authorizations and
registrations necessary to carry on its business as it is now conducted and
to own, lease and operate its assets and properties, except where the
absence of any such franchises, permits, licenses, approvals,
authorizations or registrations would not have a SeaMED Material Adverse
Effect.

4.2 Capitalization.

(a) Capitalization of SeaMED. The entire authorized capital stock of
SeaMED consists of: (i) 10,000,000 shares of Common Stock, no par value, of
which 5,564,463 shares were issued or outstanding on March 15, 1999; and
(ii) 5,000,000 shares of Preferred Stock, $.01 par value, none of which are
issued or outstanding.

(b) Outstanding Capital Stock; No Subsidiary. All of the outstanding
capital stock of SeaMED is duly authorized, validly issued, fully paid and
nonassessable. At March 8, 1999, there were options to purchase 520,269
shares outstanding under the SeaMED Option Plans. Except for such options,
rights under the Employee Stock Purchase Plan and the SeaMED Rights, there
are no options, warrants, conversion rights or other rights to subscribe
for or purchase, or other contracts with respect to, any capital stock of
SeaMED. SeaMED has no Subsidiaries.

4.3 Authorization; Enforceability. The execution, delivery and performance
of this Agreement by SeaMED and all of the documents and instruments required by
this Agreement to be executed and delivered by SeaMED are within the corporate
power of SeaMED and: (a) have been duly authorized by the Board of Directors of
SeaMED; and (b) upon the approval of the SeaMED Shareholders, shall be duly
authorized by all necessary corporate action by SeaMED. This Agreement is, and
the other documents and instruments required by this Agreement to be executed
and delivered by SeaMED will be, when executed and delivered by SeaMED, the
valid and binding obligations of SeaMED, enforceable against SeaMED in
accordance with their respective terms, except as the enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar Laws generally affecting the rights of creditors and subject to general
equity principles.

4.4 No Violation or Conflict. Subject to the receipt of the approvals and
consents described in Section 8.7 of this Agreement or as set forth in the
Disclosure Schedule, the execution, delivery and performance of this Agreement
by SeaMED do not and will not conflict with or violate: (a) any Law or the
Articles of Incorporation or Bylaws of SeaMED; or (b) any Existing Contract,
except where such conflict or violation would not have a SeaMED Material Adverse
Effect.

4.5 Title to Assets. SeaMED owns good and valid title to the assets and
properties which it owns or purports to own, free and clear of any and all Liens
affecting material assets and properties of SeaMED, except those Liens
identified in the SeaMED SEC Reports or on the Disclosure Schedule as "Existing
Liens" and Liens for taxes not yet due and payable and such other Liens or minor
imperfections of title, if any, which do not materially detract from the value
or interfere with the present use of the affected asset or which individually or
in the aggregate would not have a SeaMED Material Adverse Effect. As used in
this Agreement, the term "Lien" shall mean, with respect to any asset: (a) any
mortgage, pledge, lien, covenant, lease or security interest; and (b) the
interest of a vendor or lessor under any conditional sale agreement, financing
lease or other title retention agreement relating to such asset. SeaMED does not
own, and has never owned, any fee title to real property.

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4.6 Litigation. Except for the litigation identified in the SeaMED SEC
Reports or on the Disclosure Schedule as "Existing Litigation": (a) there is no
litigation, arbitration, proceeding, governmental investigation, citation or
action of any kind pending or, to the Knowledge of SeaMED, proposed or
threatened, or resolved since November 1, 1996, against or relating to SeaMED
involving, in each case, (i) an amount in excess of $50,000 or (ii) involving
product liability claims, whether or not insured; (b) there are no actions,
suits or proceedings pending or, to the Knowledge of SeaMED, proposed or
threatened, against SeaMED by any Person which question the legality, validity
or propriety of the transactions contemplated by this Agreement.

4.7 SeaMED SEC Reports and Books and Records.

(a) Definition. As used in this Agreement, "SeaMED SEC Reports" shall
mean all reports, registration statements, definitive proxy statements,
prospectuses and amendments thereto filed by SeaMED with the SEC since
November 17, 1996 or filed by SeaMED with the SEC after the date of this
Agreement and prior to the Effective Time of Merger.

(b) SeaMED SEC Reports. The SeaMED SEC Reports: (i) complied or will
comply, as the case may be, in all material respects with the then
applicable requirements of the Exchange Act and the Securities Act, as the
case may be, and the rules and regulations of the SEC issued thereunder;
and (ii) did not or will not, as the case may be, contain as of their
respective filing dates any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.

(c) Financial Statements. The audited financial statements and
unaudited quarterly financial statements of SeaMED included in the SeaMED
SEC Reports have been or will be, as the case may be, prepared in
accordance with generally accepted accounting principles applied on a
consistent basis (except as may be indicated therein or in the notes
thereto and except with respect to unaudited quarterly statements as
permitted by Form 10-Q of the SEC) and fairly present the financial
position of SeaMED as of the dates thereof and the results of their
operations and changes in financial position for the periods then ended,
subject, in the case of the unaudited quarterly financial statements, to
normal year-end and audit adjustments and any other adjustments described
therein.

4.8 Absence of Certain Changes. Except as set forth in the Disclosure
Schedule or in the SeaMED SEC Reports, since June 30, 1998 there has not been
any:

(a) SeaMED Material Adverse Effect;

(b) transactions by SeaMED outside the ordinary course of business,
except for the transactions contemplated by this Agreement; or

(c) declaration or payment or setting aside the payment of any
dividend or any distribution in respect of the capital stock of SeaMED
(except for regular quarterly cash dividends on outstanding shares of
SeaMED Common Stock which have been publicly announced by SeaMED) or any
direct or indirect redemption, purchase or other acquisition of any such
stock by SeaMED.

4.9 Existing Contracts. The contracts identified on the Disclosure Schedule
by reference to this section or which are exhibits to the SeaMED SEC Reports
("Existing Contracts") are the only contracts to which SeaMED is a party or by
which SeaMED is bound and which constitute:

(a) to the Knowledge of SeaMED, a lease of, or agreement to purchase
or sell, any capital assets involving an amount in excess of $500,000;

(b) any union labor contracts;

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(c) any management or employment contract which: (i) is in writing; or
(ii) creates other than an at-will employment relationship;

(d) any agreements or notes evidencing any Indebtedness; as used in
this Agreement, the term "Indebtedness" shall mean any liability or
obligation of SeaMED, whether primary or secondary or absolute or
contingent: (i) for borrowed money; or (ii) evidenced by notes, bonds,
debentures or similar instruments; or (iii) secured by Liens on any assets
of SeaMED.

(e) an agreement by SeaMED which currently restricts its ability to
compete in any business or in any geographical area;

(f) an agreement restricting the right of SeaMED to use or disclose
any information in its possession, other than confidentiality agreements
relating to (i) potential acquisitions by SeaMED and (ii) engineering and
manufacturing contracts or proposals therefor entered into in the ordinary
course of business;

(g) any written agreement with any Affiliate involving payments in
excess of $100,000, or any indebtedness of any officer or director of
SeaMED to SeaMED (other than advances to employees for employment-related
expenses in the ordinary course of SeaMED's business);

(h) any lease of real estate, or buildings or portions thereof;

(i) to the Knowledge of SeaMED, any other agreement which: (i)
involves an amount in excess of $500,000, other than engineering and
manufacturing contracts or purchase contracts with suppliers entered into
in the ordinary course of business; or (ii) that is not in the ordinary
course of business; or

(j) guaranties or indemnities (other than engineering and
manufacturing agreements entered into in the ordinary course of business or
other agreements disclosed in the SeaMED SEC Reports).

4.10 Performance of Existing Contracts. SeaMED is not in breach of any
term, covenant or condition of its Existing Contracts, except for breaches that
(i) are subject to a cure period and such cure period has not expired; and (ii)
individually or in the aggregate would not have a SeaMED Material Adverse
Effect. Each of the Existing Contracts is in full force and effect and
constitutes the legal and binding obligation of SeaMED and, to the Knowledge of
SeaMED, constitutes the legal and binding obligation of the other parties
thereto.

4.11 Insurance Policies. SeaMED currently maintains valid insurance as
disclosed to Plexus. No property damage, personal injury or liability claims
have been made, or are pending, against SeaMED that are not covered by insurance
(except for any deductible amounts imposed by such insurance policies). Within
the past two (2) years, no insurance company has canceled any insurance (of any
type) maintained by SeaMED.

4.12 Employee Benefit Plans.

(a) Definition. As used in this Agreement, the term "Employee Benefit
Plans" shall mean any pension plan, profit sharing plan, bonus plan,
incentive compensation plan, stock ownership plan, stock purchase plan,
stock option plan, stock appreciation plan, employee welfare plan,
retirement plan, deferred compensation plan, fringe benefit program,
insurance plan, severance plan, disability plan, health care plan, sick
leave plan, death benefit plan, defined contribution plan, or any other
plan or program to provide retirement income, fringe benefits or other
benefits to former or current employees of SeaMED.

(b) Existing Plans. Except for the Employee Benefit Plans of SeaMED
identified on the Disclosure Schedule or filed as exhibits to the SeaMED
SEC Reports (the "Existing Plans"), SeaMED does not maintain, nor is it
bound by, any Employee Benefit Plan. All of the Existing

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Plans are, to the extent applicable, in compliance in all material respects
with ERISA, the Code and all other applicable Laws. All of the Existing
Plans which are intended to meet the requirements of Section 401(a) or
403(a) of the Code have been determined to be "qualified" within the
meaning of the Code, and, to the Knowledge of SeaMED, there are no facts
which would adversely affect the qualified status of any of such Existing
Plans. Each Existing Plan has been administered in all material respects in
accordance with its terms and is in compliance in all material respects
with all applicable Laws. Any Employee Benefit Plan that is not an Existing
Plan that has been terminated was done so in compliance in all material
respects with all applicable Laws, and, to the Knowledge of SeaMED, there
is no basis for further liability or obligation of SeaMED pursuant to any
past Employee Benefit Plan.

(d) Prohibited Transactions; Reportable Events. To the Knowledge of
SeaMED, no prohibited transaction within the meaning of Section 4975 of the
Code or Section 406 of ERISA or reportable event as described in Section
4043 of ERISA has occurred with respect to any of the Existing Plans.

(e) Multiemployer Plans. SeaMED is not contributing to, nor has SeaMED
contributed to since September 2, 1974, any "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA.

(f) Claims. There are no pending, or to the Knowledge of SeaMED,
threatened claims with respect to any of the Existing Plans, other than
claims for benefits arising in the ordinary course of business.

(g) Welfare Benefits. Except as set forth on the Disclosure Schedule,
neither SeaMED nor any Existing Plan provides or has any obligation to
provide (or contribute to the cost of) post-retirement (or post-termination
of service) welfare benefits with respect to current or former employees of
SeaMED, including without limitation post-retirement medical, dental, life
insurance, severance or any similar benefit, whether provided on an insured
or self-insured basis.

(h) Welfare Plans. Except as otherwise provided in this Agreement,
each Existing Plan that is an "employee welfare benefit plan" as defined in
ERISA may be amended or terminated at any time after the Effective Time of
Merger without liability to SeaMED.

(i) COBRA. With respect to each Existing Plan, to the Knowledge of
SeaMED, SeaMED has complied in all material respects with the applicable
health care continuation and notice provisions of the Consolidation Omnibus
Budget Reconciliation Act of 1985 and the proposed regulations thereunder,
and the applicable requirements of the Family and Medical Leave Act of 1993
and the regulations thereunder.

(j) The Merger. The Merger and the consummation of the transactions
contemplated by this Agreement will not entitle any current or former
employee of SeaMED to severance benefits or any other payment, except as
set forth in the Disclosure Schedule, or accelerate the time of paying or
vesting, or increase the amount of compensation due any such employee.

(k) Copies. Correct and complete copies of all Existing Plans,
together with recent summary plan descriptions, have been delivered by
SeaMED to Plexus.

4.13 No Violation of Law. To the Knowledge of SeaMED, neither SeaMED nor
any of the assets of SeaMED violate or conflict in any material respect with any
Law. Without limitation, to the Knowledge of SeaMED, SeaMED is in compliance
with all applicable rules, requirements and permits of the federal Food and Drug
Administration, and other federal agencies with respect to the design and
manufacture of medical devices and products, except such as would not have a
SeaMED
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Material Adverse Effect. All materials permits or other governmental
authorizations maintained or required to be maintained for the conduct of
SeaMED's business are set forth in the Disclosure Schedule.

4.14 Brokers. Except for fees to US Bancorp Piper Jaffray Inc., SeaMED has
not incurred any brokers', finders' or any similar fee in connection with the
transactions contemplated by this Agreement.

4.15 Taxes.

(a) Tax Returns. SeaMED has timely and properly filed all federal,
state, local and foreign tax returns (including but not limited to income,
business, franchise, sales, payroll, employee withholding and social
security and unemployment) which were required to be filed. SeaMED has paid
or made adequate provision, in reserves reflected in its financial
statements included in the SeaMED SEC Reports in accordance with generally
accepted accounting principles, for the payment of all taxes (including
interest and penalties) and withholding amounts owed by it or assessable
against it. No material tax deficiencies have been proposed or assessed
against SeaMED. Except as disclosed in the Disclosure Schedule, there have
been no tax audits of SeaMED and there have been no adjustments in respect
of the income of or taxes payable by SeaMED or in respect of the
withholding effected by SeaMED.

(b) Extensions. SeaMED has not consented to any extension of the
statute of limitation with respect to any open tax returns.

(c) Tax Liens. There are no tax Liens upon any property or assets of
SeaMED except for Liens for current taxes not yet due and payable.

(d) Delivery of Tax Returns. SeaMED has made available, and will
deliver upon request, to Plexus correct and complete copies of all tax
returns and reports of SeaMED filed for all periods not barred by the
applicable statute of limitations. No examination or audit of any tax
return or report for any period not barred by the applicable statute of
limitations has occurred, no such examination is in progress and, to the
Knowledge of SeaMED, no such examination or audit is planned.

(e) Employment Taxes. SeaMED has properly withheld and timely paid all
withholding and employment taxes which it was required to withhold and pay
relating to salaries, compensation and other amounts heretofore paid to its
employees or other Persons. All Forms W-2 and 1099 required to be filed
with respect thereto have been timely and properly filed.

(f) Tax Sharing Agreements. SeaMED is not a party to any agreement
relating to allocating or sharing any taxes.

(g) Excess Parachute Payments. SeaMED is not a party to any contract
that could result, on account of the Merger, separately or in the
aggregate, in the payment of any "excess parachute payments" within the
meaning of Section 280G of the Code.

(h) Liabilities of Other Persons. SeaMED has no liability for taxes of
any kind of any Person other than SeaMED under any contract or under
Treasury Regulations Section 1.1502-6 (or any similar provision of Law) as
a transferee or successor or otherwise.

4.16 Governmental Approvals. No permission, approval, determination,
consent or waiver by, or any declaration, filing or registration with, any
governmental or regulatory authority is required in connection with the
execution, delivery and performance of this Agreement by SeaMED and the
consummation of the Merger, except for: (a) the approvals described in Section
8.7 of this Agreement; and (b) the filing of the Articles of Merger as described
in this Agreement.

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4.17 No Pending Other Transactions. Except for this Agreement, SeaMED is
not a party to or bound by any agreement, undertaking or commitment with respect
to an Other Transaction.

4.18 Labor Matters.

(a) Employee Claims. Except as set forth in the Disclosure Schedule,
there are no pending and unresolved material claims by any Person against
SeaMED arising out of any statute, ordinance or regulation relating to
discrimination against employees or employee practices or occupational or
safety and health standards. There is no pending or, to the Knowledge of
SeaMED, threatened, labor dispute, strike or work stoppage.

(b) NLRB Matters. There is not now pending or, to the Knowledge of
SeaMED, threatened, any material charge or complaint against SeaMED by or
before the National Labor Relations Board or any representative thereof, or
any comparable state agency or authority. To the Knowledge of SeaMED, no
union organizing activities are in process or contemplated and no petitions
have been filed for union organization or representation of employees of
SeaMED not presently organized, and to the Knowledge of SeaMED, SeaMED has
not committed any unfair labor practices which have not heretofore been
corrected and fully remedied.

4.19 Disclosure. No statement of fact by SeaMED contained in this Agreement
or in the Disclosure Schedule contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact necessary in order
to make the statements herein or therein contained, in the light of the
circumstances under which they were made, not misleading as of the date to which
it speaks.

4.20 Information Supplied. None of the information supplied or to be
supplied by SeaMED for inclusion or incorporation by reference in: (a) the
Registration Statement will, at the time the Registration Statement is filed
with the SEC and at the time it becomes effective under the Securities Act,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading; and (b) the Proxy Statement will, at the date mailed to the
SeaMED Shareholders and at the time of the SeaMED Special Meeting, contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they are made, not misleading. The Proxy
Statement will comply as to form in all material respects with the provisions of
the Exchange Act and the rules and regulations thereunder.

4.21 Vote Required. The affirmative vote of the holders of two-thirds of
the outstanding shares of SeaMED Common Stock is the only vote of the holders of
any class or series of capital stock or other securities of SeaMED entitled to
vote necessary to approve the Merger, this Agreement and the transactions
contemplated by this Agreement.

4.22 Accounting Matters. Neither SeaMED nor, to the Knowledge of SeaMED,
any of the Affiliates of SeaMED, has taken or agreed to take or will take any
action that would prevent the Merger being accounted for as a pooling of
interests for financial accounting purposes in accordance with generally
accepted accounting principles and the rules, regulations and interpretations of
the SEC.

4.23 Opinion of Financial Advisor. SeaMED has received a written opinion of
US Bancorp Piper Jaffray Inc., dated the date of this Agreement, to the effect
that the consideration to be received by the SeaMED Shareholders in the Merger
is fair to such SeaMED Shareholders from a financial point of view, and SeaMED
will promptly deliver a copy of such opinion to Plexus.

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4.24 Environmental Protection.

(a) Definitions. As used in this Agreement:

(i) "Environmental Claim" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters,
directives, claims, Liens, investigations, proceedings or notices of
noncompliance or violation (written or oral) by any Person alleging
potential liability (including, without limitation, potential liability
for enforcement, investigatory costs, cleanup costs, governmental
response costs, removal costs, remedial costs, natural resources
damages, property damages, personal injuries, or penalties) arising out
of, based on or resulting from: (A) the presence, or release into the
environment, of any Environmental Hazardous Materials at any location,
whether or not owned by SeaMED; or (B) circumstances forming the basis
of any violation or alleged violation, of any Environmental Law; or (C)
any and all claims by any Person seeking damages, contribution,
indemnification, cost, recovery, compensation or injunctive relief
resulting from the presence or Environmental Release of any
Environmental Hazardous Materials.

(ii) "Environmental Hazardous Materials" shall mean: (A) any
petroleum or petroleum products, radioactive materials, asbestos in any
form that is or could become friable, urea formaldehyde foam insulation,
and transformers or other equipment that contain dielectric fluid
containing levels of polychlorinated biphenyls (PCBs) and radon gas, in
such forms and at such concentrations as are regulated by an
Environmental Law; and (B) any chemicals, materials or substances which
are now defined as or included in the definition of "hazardous
substances," "hazardous wastes," "hazardous materials," "extremely
hazardous wastes," "restricted hazardous wastes," "toxic substances,"
"toxic pollutants," or words of similar import, in such forms and at
such concentrations as are regulated by any Environmental Law; and (C)
any other chemical, material, substance or waste, in such forms and at
such concentrations that exposure to them is now prohibited, limited or
regulated by any governmental authority under Environmental Laws.

(iii) "Environmental Laws" shall mean all federal, state or local
statute, Law, rules, ordinances, codes, rules of common law and
regulations governing pollution or protecting human health or the
environment (including, without limitation, ambient air, surface water,
ground water, land surface or subsurface strata), as may include,
without limitation, Laws and regulations governing Environmental
Releases or threatened Environmental Releases of Environmental Hazardous
Materials, and as may include any Laws or regulations otherwise
governing the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Environmental Hazardous
Materials.

(iv) "Environmental Release" shall mean any release, spill,
emission, leaking, injection, deposit, disposal, discharge, dispersal,
leaching or migration into the atmosphere, soil, surface water or
groundwater which would form the basis of liability under an
Environmental Claim.

(b) Compliance With Laws. Except as set forth in the Disclosure
Schedule or in the SeaMED SEC Reports, SeaMED: (i) is in compliance in all
material respects with all applicable Environmental Laws and laws
regulating the storage and disposal of biomedical waste; and (ii) has not
received within the past ten (10) years any written communication from a
governmental authority that alleges that it is not in compliance with
applicable Environmental Laws and laws regulating the storage and disposal
of biomedical waste.

(c) Environmental Permits. Except as set forth in the Disclosure
Schedule or in the SeaMED SEC Reports, SeaMED has obtained all material
environmental, health and safety permits and governmental authorizations
necessary for its operations under Environmental Laws

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(collectively, the "Environmental Permits"), and all such Environmental
Permits are in good standing and it is in material compliance with all
terms and conditions of the Environmental Permits.

(d) Environmental Claims. Except as set forth in the Disclosure
Schedule or in the SeaMED SEC Reports, there is no Environmental Claim
pending or, to the Knowledge of SeaMED, threatened, against SeaMED or
against any Person whose liability for any Environmental Claim SeaMED has
or may have retained or assumed either contractually or, to the Knowledge
of SeaMED, by operation of Law, or against any real or personal property or
operations which SeaMED owns, leases or manages.

(e) Environmental Hazardous Materials. Except as set forth in the
Disclosure Schedule or in the SeaMED SEC Reports, to the Knowledge of
SeaMED, there have been no Environmental Releases of any Environmental
Hazardous Material that were in violation of any Environmental Laws, or
that were required to be reported under Environmental Laws, by SeaMED or by
any Person on real property owned, leased or operated by SeaMED during the
time while SeaMED owned, leased or operated such real property.

(f) Owned Properties. Except as set forth in the Disclosure Schedule
or in the SeaMED SEC Reports, to the Knowledge of SeaMED, no real property
at any time owned, operated, used or controlled by SeaMED is currently
listed on the National Priorities List promulgated under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
("CERCLA"), or on any comparable state list, and SeaMED has not received
any written notice from any Person of potential or actual liability or a
request for information from any Person under or relating to CERCLA or any
comparable state or local Environmental Law.

(g) Off-Site Properties. To the Knowledge of SeaMED, no off-site
location at which SeaMED has disposed or arranged for the disposal of any
waste is listed on the National Priorities List or on any comparable state
list and SeaMED has not received within the past ten (10) years any written
notice from any Person with respect to any off-site location, of potential
or actual liability or a written request for information from any Person
under or relating to CERCLA or any comparable state or local Environmental
Law.

4.25 Year 2000 Compliance. All of the material internal computer hardware
and software systems of SeaMED as of the date of this Agreement (including,
without limitation, those related to their facilities, equipment manufacturing
processes, quality control activities, accounting and bookkeeping records and
record keeping activities, and excluding in all cases any and all external
hardware and software systems, including, without limitation, software developed
by SeaMED or third parties for use in products produced by SeaMED for its
customers) are presently or will be prior to December 31, 1999 Year 2000
Compliant.

4.26 Customers. Since June 30, 1998, SeaMED has not experienced any loss of
customer relations with any customers which, individually or in the aggregate,
represented more than five percent (5%) of SeaMED's net sales in its fiscal year
ended June 30, 1998, nor has SeaMED received any notice from any such customers
of their intent to terminate their business with SeaMED.

4.27 Software Licenses. SeaMED is not a party to any software license
agreement material to its business other than those disclosed on the Disclosure
Schedule or that are commercially available under a "shrink wrap" license upon
payment of an applicable fee.

4.28 Additional Board Approvals. SeaMED's Board of Directors has approved
the Merger as a "Permitted Offer" under SeaMED's Rights Plan and for purposes of
WBCA 23B.19.040.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF
PLEXUS AND ACQUISITION

Plexus and Acquisition hereby represent and warrant to SeaMED that:

5.1 Organization.

(a) Organization. Each of the Plexus Companies and Acquisition is a
corporation duly and validly organized and existing under the Laws of its
respective jurisdiction of incorporation and is qualified to do business as
a foreign corporation and is in good standing in all other jurisdictions
where the ownership or leasing of property or the conduct of its business
requires qualification as a foreign corporation, except where the failure
to so qualify would not have a Plexus Material Adverse Effect.

(b) Corporate Power and Authority. Each of the Plexus Companies and
Acquisition has: (a) full corporate power and authority necessary to carry
on its business as it is now conducted and to own, lease and operate its
assets and properties; and (b) all material franchises, permits, licenses,
approvals, authorizations and registrations necessary to carry on its
business as it is now conducted and to own, lease and operate its assets
and properties, except where the absence of any such franchises, permits,
licenses, approvals, authorizations or registrations would not have a
Plexus Material Adverse Effect.

5.2 Capitalization.

(a) Capitalization of Plexus. The entire authorized capital stock of
Plexus consists of: (i) 60,000,000 shares of Common Stock, $.01 par value,
of which 15,147,572 shares were issued or outstanding on March 4, 1999; and
(ii) 5,000,000 shares of Preferred Stock, $.01 par value, none of which are
issued or outstanding. The Plexus Company has issued, in tandem with each
share of Plexus Common Stock, Preferred Stock Purchase Rights, as described
in Plexus's Current Report on Form 8-K dated as of August 13, 1998.

(b) Outstanding Capital Stock. All of the outstanding shares of Plexus
Common Stock are, and the shares of Plexus Common Stock to be issued
pursuant to this Agreement will be when issued: (i) duly authorized,
validly issued and fully paid; and (ii) nonassessable, except as provided
in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as
judicially interpreted, which provides that shareholders of Wisconsin
corporations may be assessable for certain unpaid claims for services by
employees.

5.3 Authorization; Enforceability. The execution, delivery and performance
of this Agreement by Plexus and Acquisition and all of the documents and
instruments required by this Agreement to be executed and delivered by Plexus
and Acquisition are within the corporate power of Plexus and Acquisition and:
(a) have been duly authorized by the Boards of Directors of Plexus and
Acquisition; and (b) have been duly authorized by all necessary corporate action
by Plexus and Acquisition. This Agreement is, and the other documents and
instruments required by this Agreement to be executed and delivered by Plexus
and Acquisition will be, when executed and delivered by Plexus and Acquisition,
the valid and binding obligations of Plexus and Acquisition, enforceable against
Plexus and Acquisition in accordance with their respective terms, except as the
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar Laws generally affecting the rights of
creditors and subject to general equity principles.

5.4 No Violation or Conflict. Subject to the receipt of the approvals and
consents described in Section 7.7 of this Agreement, the execution, delivery and
performance of this Agreement by Plexus and Acquisition do not and will not
conflict with or violate: (a) any Law or the Articles of Incorporation or Bylaws
of any of the Plexus Companies or the Articles of Incorporation or Bylaws of
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Acquisition; or (b) any material contract or agreement to which any of the
Plexus Companies or Acquisition is a party or by which any of them is bound,
except where such conflict or violation would not have a Plexus Material Adverse
Effect.

5.5 Litigation. (a) Except as disclosed in the Plexus SEC Reports filed
prior to the date of this Agreement, there is no litigation, arbitration,
proceeding, governmental investigation, citation or action of any kind pending
or, to the Knowledge of Plexus, proposed or threatened against or relating to
any of the Plexus Companies which, if adversely determined against any of the
Plexus Companies, individually or in the aggregate, would or would be reasonably
likely to result in a Plexus Material Adverse Effect. (b) There are no actions,
suits or proceedings pending or, to the Knowledge of Plexus, proposed or
threatened, against any of the Plexus Companies by any Person which question the
legality, validity or propriety of the transactions contemplated by this
Agreement.

5.6 Plexus SEC Reports.

(a) Definition. As used in this Agreement, "Plexus SEC Reports" shall
mean all reports, registration statements, definitive proxy statements,
prospectuses and amendments thereto filed by Plexus with the SEC since
October 1, 1995 or filed by Plexus with the SEC after the date of this
Agreement and prior to the Effective Time of Merger.

(b) Plexus SEC Reports. The Plexus SEC Reports: (i) complied or will
comply, as the case may be, in all material respects with the then
applicable requirements of the Exchange Act and the Securities Act, as the
case may be, and the rules and regulations of the SEC issued thereunder;
and (ii) did not or will not, as the case may be, contain as of their
respective filing dates any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.

(c) Financial Statements. The audited consolidated financial
statements and unaudited consolidated interim financial statements of
Plexus included in the Plexus SEC Reports have been or will be, as the case
may be, prepared in accordance with generally accepted accounting
principles applied on a consistent basis (except as may be indicated
therein or in the notes thereto and except with respect to unaudited
statements as permitted by Form 10-Q of the SEC) and fairly present the
consolidated financial position of the Plexus Companies as of the dates
thereof and the consolidated results of their operations and changes in
financial position for the periods then ended, subject, in the case of the
unaudited consolidated interim financial statements, to normal year-end and
audit adjustments and any other adjustments described therein.

5.7 Brokers. Except for fees to Needham & Company, Inc., neither Plexus nor
Acquisition has incurred any brokers', finders' or any similar fee in connection
with the transactions contemplated by this Agreement.

5.8 Governmental Approvals. No permission, approval, determination, consent
or waiver by, or any declaration, filing or registration with, any governmental
or regulatory authority is required in connection with the execution, delivery
and performance of this Agreement by Plexus and Acquisition and the consummation
of the Merger, except for: (a) the approvals described in Section 7.7 of this
Agreement; and (b) the filing of the Articles of Merger as described in this
Agreement.

5.9 Disclosure. No statement of fact by Plexus or Acquisition contained in
this Agreement contains or will contain any untrue statement of a material fact
or omits or will omit to state a material fact necessary in order to make the
statements herein, in the light of the circumstances under which they were made,
not misleading as of the date to which it speaks.

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5.10 Information Supplied. None of the information supplied or to be
supplied by Plexus for inclusion or incorporation by reference in (a) the
Registration Statement will, at the time the Registration Statement is filed
with the SEC and at the time it becomes effective under the Securities Act,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading and (b) the Proxy Statement will, at the date mailed to the
SeaMED Shareholders and at the time of the SeaMED Special Meeting, contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
Registration Statement, including the Proxy Statement insofar as it constitutes
the prospectus of Plexus, will comply as to form in all material respects with
the provisions of the Securities Act and the rules and regulations thereunder.

5.11 Accounting Matters. Neither Plexus nor, to the Knowledge of Plexus,
any of the Affiliates of Plexus, has taken or agreed to take or will take any
action that would prevent the Merger being accounted for as a pooling of
interests for financial accounting purposes in accordance with generally
accepted accounting principles and the rules, regulations and interpretations of
the SEC.

5.12 Absence of Certain Changes. Since September 30, 1998, there has not
been (i) any Plexus Material Adverse Effect or, (ii) prior to the execution
hereof, transactions by Plexus or Plexus Companies outside the ordinary course
of business, except for the transactions contemplated by this Agreement or as
disclosed in Plexus SEC Reports.

5.13 No Violation of Law. To the Knowledge of Plexus, neither Plexus,
Plexus Companies nor any of their respective assets violate or conflict in any
material respect with any Law. Without limitation, to the Knowledge of Plexus,
Plexus and Plexus Companies whose business activities are subject to the rules,
requirements and permits of the Federal Food and Drug Administration, and other
federal agencies with respect to the design and manufacture of medical devices
and products, are in compliance with all such applicable rules, requirements and
permits, except such as would not have a Plexus Material Adverse Effect.

5.14 Year 2000 Compliance. All of the material internal computer hardware
and software systems of Plexus and Plexus Companies (including, without
limitation, those related to their facilities, equipment manufacturing
processes, quality control activities, accounting and bookkeeping records and
record keeping activities, and excluding in all cases any and all external
hardware and software systems, including, without limitation, software developed
by Plexus or third parties for use in products produced by Plexus for its
customers) are presently or will be prior to December 31, 1999 Year 2000
Compliant.

5.15 Customers. Since September 30, 1998, Plexus has not experienced any
loss of customer relations with any customers which, individually or in the
aggregate, represented more than five percent (5%) of SeaMED's net sales in its
fiscal year ended September 30, 1998, nor has Plexus received any notice from
any such customers of their intent to terminate their business with Plexus.

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ARTICLE VI

CONDUCT OF BUSINESS BY SEAMED
PENDING THE MERGER

Except with the written consent of Plexus (which consent may not be
unreasonably withheld for all matters in this Article VI of this Agreement
except for Sections 6.10 and 6.11), from and after the date of this Agreement
and until the Effective Time of Merger, SeaMED shall:

6.1 Carry on in Regular Course. Diligently carry on its business in the
regular course and substantially in the same manner as heretofore and shall not
make or institute any unusual or novel methods of purchase, sale, lease,
management, accounting or operation.

6.2 Use of Assets. Use, operate, maintain and repair all of its assets and
properties in a normal business manner.

6.3 No Default. Not do any act or omit to do any act, or permit any act or
omission to act, which will cause a material breach of any of the Existing
Contracts.

6.4 Employment Matters. Not: (a) except as described in the Disclosure
Schedule or as consistent with its normal business practices consistent with
past practice, grant any increase in the rate of pay of any of its employees,
directors or officers; (b) except as otherwise provided in this Agreement,
institute or amend any Employee Benefit Plan; or (c) except as described in the
Disclosure Schedule, enter into or modify any written employment arrangement
with any Person.

6.5 Indebtedness. Not create, incur or assume any Indebtedness, except for
Indebtedness incurred in the ordinary course of business by SeaMED consistent
with past practice.

6.6 Preservation of Relationships. Use reasonable best efforts to preserve
its business organization intact, to retain the services of its present officers
and key employees and to preserve the goodwill of suppliers, customers,
creditors and others having business relationships with it.

6.7 Compliance with Laws. Comply in all material respects with all
applicable Laws.

6.8 Taxes. Timely and properly file all federal, state, local and foreign
tax returns which are required to be filed, and shall pay or make provision for
the payment of all taxes owed by it.

6.9 Amendments. Not amend its Articles of Incorporation or Bylaws.

6.10 Dividends; Redemptions; Issuance of Stock. Not:

(a) (i) issue any additional shares of stock of any class (including
any shares of preferred stock) except for issuances of shares of SeaMED
Common Stock upon the exercise of options outstanding on the date of this
Agreement under the SeaMED Option Plans and purchases of SeaMED Common
Stock under SeaMED's Employee Stock Purchase Plan, or (ii) grant any
warrants, options or other rights to subscribe for or acquire any
additional shares of stock of any class, except for options for up to
16,000 shares per quarter in the ordinary course of business consistent
with prior practice, unless, after consultation with Plexus and their
respective accounting firms, there is a reasonable likelihood that such
option grants may adversely affect the ability of Plexus to account for the
Merger using the pooling of interest accounting method.

(b) declare or pay any dividend or make any capital or surplus
distributions of any nature; or

(c) directly or indirectly redeem purchase or otherwise acquire,
recapitalize or reclassify any of its capital stock or liquidate in whole
or in part.

6.11 No Dispositions or Acquisitions. Not: (a) sell, lease, license,
encumber or otherwise dispose of, or agree to sell, lease, license, encumber or
otherwise dispose of, any of its assets, except in the

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ordinary course of business consistent with past practice; or (b) acquire, or
publicly propose to acquire or agree to acquire, by merger or consolidation
with, or by purchase or otherwise, an equity interest in, or all or any portion
of the assets of, any Person.

ARTICLE VII

CONDITIONS PRECEDENT TO THE OBLIGATIONS
OF PLEXUS AND ACQUISITION

Each and every obligation of Plexus and Acquisition to be performed on the
Closing Date shall be subject to the satisfaction prior to or at the Closing of
the following express conditions precedent:

7.1 Compliance with Agreement. SeaMED shall have performed and complied:
(a) in all respects with all of its obligations under Sections 6.10 and 6.11
this Agreement which are to be performed or complied with by it prior to or on
the Closing Date; and (b) in all respects with all of its other obligations
under this Agreement which are to be performed or complied with by it prior to
or on the Closing Date, except where the failure to perform or comply,
individually or in the aggregate, would not or would not be reasonably likely to
result in a SeaMED Material Adverse Effect.

7.2 No Litigation. No suit, action or other proceeding shall be pending
before any court in which the consummation of the transactions contemplated by
this Agreement is restrained or enjoined.

7.3 Representations and Warranties of SeaMED The representations and
warranties made by SeaMED in this Agreement, as modified by the Disclosure
Schedule as of the date of this Agreement, shall be true and correct in all
respects when made and as of the Closing Date with the same force and effect as
though said representations and warranties had been made on the Closing Date,
except where the effect of any breaches of the representations and warranties of
SeaMED made in this Agreement, individually or in the aggregate, would not or
would not be reasonably likely to result in a SeaMED Material Adverse Effect.

7.4 No SeaMED Material Adverse Effect. During the period from the date of
this Agreement to the Closing Date there shall not have occurred, and be
continuing on the Closing Date, any SeaMED Material Adverse Effect.

7.5 Approval of SeaMED Shareholders; Articles of Merger. This Agreement,
the Merger and the transactions contemplated by this Agreement shall have
received the requisite approval and authorization of the SeaMED Shareholders.
The Articles of Merger shall have been executed and delivered by SeaMED.

7.6 Closing Certificate. SeaMED shall have delivered to Plexus a
certificate signed on behalf of SeaMED by the Chief Executive Officer and Chief
Financial Officer of SeaMED, dated the Closing Date, to the effect that, to the
best of such officers' knowledge, the conditions set forth in Sections 7.1 and
7.3 of this Agreement have been satisfied.

7.7 Governmental Approvals.

(a) Registration Statement. The Registration Statement shall have been
declared effective under the Securities Act and shall not be the subject of
any stop order or proceedings to effect a stop order. The Plexus Common
Stock issuable pursuant to the Merger shall have been registered or shall
be exempt from registration or qualification under applicable state "blue
sky" or securities Laws.

(b) HSR Act. All necessary requirements of the HSR Act shall have been
complied with and any "waiting periods" applicable to the Merger and to the
transactions described in this

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Agreement which are imposed by the HSR Act shall have expired prior to the
Closing Date or shall have been terminated by the appropriate agency.

7.8 Accountant Letter. Plexus shall have received a copy of a letter from
Ernst & Young LLP, which shall be in form and substance reasonably satisfactory
to Plexus and shall contain information concerning the financial condition of
SeaMED, dated the Closing Date, similar to the letter described in Section 3.10
of this Agreement.

7.9 Pooling Opinion. Plexus shall have received an opinion from
PricewaterhouseCoopers LLP to the effect that the Merger qualifies for
pooling-of-interests accounting treatment if consummated in accordance with this
Agreement, and such related opinions from Ernst & Young, LLP as may be required
in connection therewith.

7.10 Affiliate Letters. Plexus shall have received an Affiliate Letter from
each Person who is an Affiliate of either Plexus or SeaMED.

7.11 Plexus Stock Value. The Plexus Stock Value shall equal or exceed
$27.00.

7.12 Employment Agreements. Each of W. Robert Berg, Donald Rich, Edgar F.
Rampy, Erik Hagstrom and Marcia Page shall have executed and delivered an
Employment Agreement in the form of Exhibit C to this Agreement.

7.13 SeaMED Rights and Approval. SeaMED and its Board of Directors shall
have taken all action necessary to (i) redeem, conditioned upon the occurrence
of the Closing, all rights to acquire any SeaMED securities pursuant to the
SeaMED Rights; and (ii) approve the Merger under applicable provisions of WBCA
(including without limitation WBCA 23B.19.040).

7.14 Dissenters. As of the Closing, shares of SeaMED Common Stock as to
which dissenters' rights are perfected shall represent not more than seven and
one-half percent (7 1/2%) of the voting power of all outstanding shares of
SeaMED Common Stock.

7.15 Consents. SeaMED and Plexus shall have obtained the consent of all
parties to Existing Contracts (where required by the applicable contract) except
where the failure to obtain such consent would not reasonably be expected to
have, individually or in the aggregate, a SeaMED Material Adverse Effect.

ARTICLE VIII

CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF SEAMED

Each and every obligation of SeaMED to be performed on the Closing Date
shall be subject to the satisfaction prior to or at the Closing of the following
express conditions precedent:

8.1 Compliance with Agreement. Plexus and Acquisition shall have performed
and complied in all respects with all of their obligations under this Agreement
which are to be performed or complied with by them prior to or on the Closing
Date, except where the failure to perform or comply, individually or in the
aggregate, would not or would not be reasonably likely to result in a Plexus
Material Adverse Effect.

8.2 No Litigation. No suit, action or other proceeding shall be pending
before any court in which the consummation of the transactions contemplated by
this Agreement is restrained or enjoined.

8.3 Representations and Warranties of Plexus and Acquisition. The
representations and warranties made by Plexus and Acquisition in this Agreement
shall be true and correct in all respects when made and as of the Closing Date
with the same force and effect as though such representations

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and warranties had been made on the Closing Date, except where the effect of any
breaches of the representations and warranties of Plexus and Acquisition made in
this Agreement, individually or in the aggregate, would not or would not be
reasonably likely to result in a Plexus Material Adverse Effect.

8.4 No Plexus Material Adverse Effect. During the period from the date of
this Agreement to the Closing Date there shall not have occurred, and be
continuing on the Closing Date, any Plexus Material Adverse Effect.

8.5 Approval of SeaMED Shareholders; Articles of Merger. This Agreement,
the Merger and the other transactions contemplated by this Agreement shall have
received the requisite approval and authorization of the SeaMED Shareholders.
The Articles of Merger shall have been executed and delivered by Acquisition.

8.6 Closing Certificate. Plexus shall have delivered to SeaMED a
certificate signed on behalf of Plexus by the Chief Executive Officer and Chief
Financial Officer of Plexus, dated the Closing Date, to the effect that, to the
best of such officers' knowledge, the conditions set forth in Sections 8.1 and
8.3 of this Agreement have been satisfied.

8.7 Governmental Approvals.

(b) HSR Act. All necessary requirements of the HSR Act shall have been
complied with and any "waiting periods" applicable to the Merger and to the
transactions described in this Agreement which are imposed by the HSR Act
shall have expired prior to the Closing Date or shall have been terminated
by the appropriate agency.

8.8 Tax Opinion. SeaMED shall have received an opinion of Preston Gates &
Ellis LLP, counsel to SeaMED, to the effect that the Merger will be treated for
federal income tax purposes as a reorganization within the meaning of Section
368(a) of the Code, and that Plexus, Acquisition and SeaMED will each be a party
to that reorganization within the meaning of Section 368(b) of the Code, dated
on or about the date that is two (2) business days prior to the date the Proxy
Statement is first mailed to SeaMED Shareholders, and such opinion shall not
have been withdrawn or modified in any material respect as of the Closing Date
and the Effective Time of Merger. In rendering such opinion, such counsel may
require and rely upon representations contained in certificates of SeaMED,
Plexus and Acquisition.

8.9 Accountant Letter. SeaMED shall have received a copy of a letter from
PricewaterhouseCoopers LLP, which shall be in form and substance reasonably
satisfactory to SeaMED and shall contain information concerning the financial
condition of Plexus, dated the Closing Date, similar to the letter described in
Section 3.11 of this Agreement.

8.10 Plexus Stock Value. The Plexus Stock Value shall equal or exceed
$27.00.

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ARTICLE IX

TERMINATION; MISCELLANEOUS

9.1 Termination. This Agreement may be terminated and the transactions
contemplated by this Agreement may be abandoned at any time prior to the Closing
(whether before or after approval of this Agreement by the SeaMED Shareholders),
as follows:

(a) by mutual written agreement of Plexus and SeaMED, duly authorized
by the Boards of Directors of Plexus and SeaMED;

(b) by either Plexus or SeaMED by written notice to the other party
if: (i) any court of competent jurisdiction shall have issued an order,
judgment or decree permanently restraining, enjoining or otherwise
prohibiting the Merger and such order, judgment or decree shall have become
final and nonappealable; or (ii) if the Effective Time of Merger has not
occurred on or before October 31, 1999, provided, however, that the right
to terminate this Agreement under this Section 9.1(b)(ii) of this Agreement
shall not be available to any party whose failure to fulfill any obligation
under this Agreement has been the cause of, or resulted in, the failure of
the Effective Time of Merger to occur on or before that date;

(c) by Plexus by written notice to SeaMED if: (i) there exists one or
more breaches of the representations and warranties of SeaMED made in this
Agreement as of the date of this Agreement (as modified by the Disclosure
Schedule as of the date of this Agreement, but prior to any amendment of
the Disclosure Schedule after the date of this Agreement) which breaches,
individually or in the aggregate, would or would be reasonably likely to
result in a SeaMED Material Adverse Effect and such breaches shall not have
been remedied within twenty (20) calendar days after receipt by SeaMED of
written notice from Plexus specifying the nature of such breaches and
requesting that they be remedied; (ii) SeaMED shall have failed to perform
and comply in all respects with its agreements and covenants contained in
Sections 6.10 and 6.11 of this Agreement; (iii) SeaMED shall have failed to
perform and comply in all respects with all of its other agreements and
covenants contained in this Agreement and such failures to perform or
comply, individually or in the aggregate, would or would be reasonably
likely to result in a SeaMED Material Adverse Effect and such failures to
perform or comply shall not have been remedied within twenty (20) calendar
days after receipt by SeaMED of written notice from Plexus specifying the
nature of such failures to perform or comply and requesting that they be
remedied; (iv) SeaMED shall have convened the SeaMED Special Meeting to
vote upon the Merger and the transactions described in this Agreement and
such vote does not receive the requisite vote of the SeaMED Shareholders
for such proposal; (v) the Board of Directors of SeaMED or any committee
thereof: (A) shall withdraw or modify in any manner adverse to Plexus its
approval or recommendation of this Agreement or the Merger, (B) shall fail
to reaffirm such approval or recommendation upon the reasonable request of
Plexus, or (C) shall approve or recommend any Other Transaction; (vi)
SeaMED or any of the other persons or entities described in Section 3.9.3
shall take any of the actions that would be proscribed by Section 3.9.3;
(vii) SeaMED shall have agreed to an Other Transaction or a Takeover
Proposal; or (viii) SeaMED shall have terminated the Rights Agreement,
redeemed the SeaMED Rights (except as otherwise required by this Agreement)
or approved any Other Proposal as a permitted offer under the Rights
Agreement; and

(d) by SeaMED by written notice to Plexus if: (i) there exists one or
more breaches of the representations and warranties of Plexus made in this
Agreement as of the date of this Agreement which breaches, individually or
in the aggregate, would or would be reasonably likely to result in a Plexus
Material Adverse Effect and such breaches shall not have been remedied
within twenty (20) calendar days after receipt by Plexus of written notice
from SeaMED

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specifying the nature of such breaches and requesting that they be
remedied; (ii) Plexus shall have failed to perform and comply in all
respects with all of its agreements and covenants contained in this
Agreement and such failures to perform or comply, individually or in the
aggregate, would or would be reasonably likely to result in a Plexus
Material Adverse Effect and such failures to perform or comply shall not
have been remedied within twenty (20) calendar days after receipt by Plexus
of written notice from SeaMED specifying the nature of such failures to
perform or comply and requesting that they be remedied; (iii) SeaMED shall
have convened the SeaMED Special Meeting to vote upon the Merger and the
transactions described in this Agreement and such vote does not receive the
requisite vote of the SeaMED Shareholders for such proposal; or (iv)
pursuant to Section 3.9(d) of this Agreement;

9.2 Rights on Termination; Waiver. If this Agreement is terminated pursuant
to Section 9.1 of this Agreement, all further obligations of the parties under
or pursuant to this Agreement shall terminate without further liability of any
party (including its directors, officers, employees, agents, legal, accounting
or financial advisors or other representatives) to the others, provided that:
(a) the obligations of Plexus and Acquisition contained in Sections 3.4(c), 9.2
and 9.5 of this Agreement shall survive any such termination; (b) the
obligations of SeaMED contained in Sections 3.4(c), 3.9(e), 9.2 and 9.5 of this
Agreement shall survive any such termination; and (c) except as provided in
Section 3.9(e), each party to this Agreement shall retain any and all remedies
which it may have for breach of contract provided by Law based on another
party's willful failure to comply with the terms of this Agreement. If any of
the conditions set forth in Article VII of this Agreement have not been
satisfied, Plexus may nevertheless elect to proceed with the consummation of the
transactions contemplated by this Agreement and if any of the conditions set
forth in Article VIII of this Agreement have not been satisfied, SeaMED may
nevertheless elect to proceed with the consummation of the transactions
contemplated by this Agreement. Any such election to proceed shall be evidenced
by a certificate signed on behalf of the waiving party by an officer of that
party.

9.3 Survival of Representations, Warranties and Covenants. All
representations, warranties and covenants of the parties contained in this
Agreement (other than the covenants contained in Sections 2.8, 2.9, 2.12, 3.14,
3.17, 3.18, 3.19, 3.20, 9.3, 9.6, 9.12 and 9.14 of this Agreement) or made
pursuant to this Agreement shall terminate and be of no further force and effect
at the Effective Time of Merger and none of the parties shall have any liability
or obligation with respect thereto.

9.4 Entire Agreement; Amendment. This Agreement and the documents referred
to in this Agreement and required to be delivered pursuant to this Agreement
constitute the entire agreement among the parties pertaining to the subject
matter of this Agreement, and supersede all prior and contemporaneous
agreements, understandings, negotiations and discussions of the parties, whether
oral or written, other than the Confidentiality Agreement, and there are no
warranties, representations or other agreements between the parties in
connection with the subject matter of this Agreement, except as specifically set
forth in this Agreement and in the Confidentiality Agreement. EACH PARTY HERETO
AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
AGREEMENT OR IN THE CONFIDENTIALITY AGREEMENT, NO PARTY MAKES ANY OTHER
REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER
REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH
RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER
PARTIES OR TO THE REPRESENTATIVES OF THE OTHER PARTIES OF ANY DOCUMENTATION OR
OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. This
Agreement may be amended by the parties at any time before or after approval of
this Agreement by the SeaMED Shareholders, except that after such

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approval, no amendment shall be made without the further approval of the SeaMED
Shareholders if any such amendment: (a) reduces the Exchange Rate; or (b)
materially adversely affects the rights of the SeaMED Shareholders. No
amendment, supplement, modification, waiver or termination of this Agreement
shall be binding unless executed in writing by Plexus, SeaMED and Acquisition.
No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision of this Agreement, whether or not
similar, nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided.

9.5 Expenses. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated by this Agreement shall be paid by
the party incurring such expenses, except that: (a) Plexus shall pay the filing
fee relating to the filing required by the HSR Act; and (b) those expenses
incurred in connection with printing the Proxy Statement and Registration
Statement, as well as the filing fee relating thereto, shall be shared equally
by SeaMED, on the one hand, and Plexus, on the other hand.

9.6 Governing Law. This Agreement shall be construed and interpreted
according to the Laws of the State of Wisconsin, except to the extent that the
WBCA applies to procedures for effecting the Merger or to actions taken or
required to be taken by SeaMED's Board of Directors or shareholders.

9.7 Assignment. Prior to the Effective Time of Merger, this Agreement shall
not be assigned by any party to this Agreement except with the prior written
consent of the other parties to this Agreement.

9.8 Notices. All communications or notices required or permitted by this
Agreement shall be in writing and shall be deemed to have been given at the
earlier of the date when actually delivered to an officer of a party by personal
delivery or telephonic facsimile transmission (receipt electronically confirmed)
or when deposited in the United States mail, certified or registered mail,
postage prepaid, return receipt requested, and addressed as follows, unless and
until any of such parties notifies the others in accordance with this Section of
a change of address:

If to Plexus or Acquisition: Plexus Corp.
Attention: Joseph D. Kaufman
55 Jewelers Park Drive
P.O. Box 156
Neenah WI 54956
Fax No.: 920/751-3234

with a copy to: Quarles & Brady LLP
Attention: Kenneth V. Hallett
411 E. Wisconsin Avenue
Milwaukee, WI 53202-4497
Fax No: 414/271-3552

If to SeaMED: SeaMED Corporation
Attention: W. Robert Berg
14500 NE 87th Street
Redmond, WA 98052
Fax No: 425/867-0622

with a copy to: Preston Gates & Ellis LLP
Attention: Mark R. Beatty
701 Fifth Avenue, Suite 5000
Seattle, WA 98104-7011
Fax No: 206/623-7022

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9.9 Counterparts; Headings. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but such counterparts
shall together constitute but one and the same Agreement. The Table of Contents
and Article and Section headings in this Agreement are inserted for convenience
of reference only and shall not constitute a part hereof.

9.10 Interpretation. Unless the context requires otherwise, all words used
in this Agreement in the singular number shall extend to and include the plural,
all words in the plural number shall extend to and include the singular, and all
words in any gender shall extend to and include all genders. The language used
in this Agreement shall be deemed to be language chosen by the parties to this
Agreement to express their mutual intent. In the event an ambiguity or question
of intent or interpretation arises concerning the language of this Agreement,
this Agreement shall be construed as if drafted jointly by the parties to this
Agreement and no presumption or burden of proof will arise favoring or
disfavoring any party to this Agreement by virtue of the authorship of any of
the provisions of this Agreement.

9.11 Severability. If any provision, clause, or part of this Agreement, or
the application thereof under certain circumstances, is held invalid, the
remainder of this Agreement, or the application of such provision, clause or
part under other circumstances, shall not be affected thereby unless such
invalidity materially impairs the ability of the parties to consummate the
transactions contemplated by this Agreement.

9.12 No Reliance. Except for the parties to this Agreement, any assignees
permitted by Section 9.7 of this Agreement and as described in Section 3.14 and
Section 3.20 of this Agreement: (a) no Person is entitled to rely on any of the
representations, warranties and agreements of the parties contained in this
Agreement; and (b) the parties assume no liability to any Person because of any
reliance on the representations, warranties and agreements of the parties
contained in this Agreement.

9.13 Exhibits and Disclosure Schedule. All capitalized terms used in any
Exhibit to this Agreement or in the Disclosure Schedule shall have the
definitions specified in this Agreement.

9.14 Further Assurances. If, at any time after the Effective Time of
Merger, any further action is necessary or desirable to carry out the purposes
of this Agreement and to vest the Surviving Corporation with full right, title
and possession to all assets, properties, rights, privileges, powers and
franchises of either Acquisition or SeaMED, the officers of the Surviving
Corporation are fully authorized to take any such action in the name of
Acquisition or SeaMED.

IN WITNESS WHEREOF, the parties have caused this Agreement and Plan of
Merger to be duly executed as of the day and year first above written.

PLEXUS CORP.

By /s/ JOHN L. NUSSBAUM
------------------------------------
John L. Nussbaum, President and
Chief Operating Officer

SeaMED CORPORATION

By /s/ W. ROBERT BERG
------------------------------------
B W. Robert Berg, President and
Chief Executive Officer

PS ACQUISITION CORP.

By /s/ JOHN L. NUSSBAUM
------------------------------------
John L. Nussbaum, President

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[PIPER JAFFRAY LOGO]
[PIPER JAFFRAY LETTERHEAD]
APPENDIX B

March 16, 1999

The Board of Directors
SeaMED Corporation
14500 NE 87th Street
Redmond, WA 98052-3431

Members of the Board:

In connection with the proposed merger ("Merger") in which a wholly owned
subsidiary of Plexus Corp. ("Plexus") will be merged with and into SeaMED
Corporation ("SeaMED") and SeaMED will become a wholly-owned subsidiary of
Plexus, you have requested our opinion as to the fairness, from a financial
point of view, to the shareholders of SeaMED of the proposed consideration to be
received by the shareholders of SeaMED in the Merger pursuant to the Agreement
referred to below. Under the terms of the Agreement and the Plan of Merger (the
"Agreement"), at the effective time of the Merger, each issued and outstanding
share of SeaMED common stock will be converted into shares of Plexus common
stock at various exchange rates dependent on Parent Stock Value (as defined in
the Agreement). The Merger is intended to qualify as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code").

U.S. Bancorp Piper Jaffray, as a customary part of its investment banking
business, is engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, underwriting and secondary
distributions of securities, private placements and valuations for estate,
corporate and other purposes. We have acted as exclusive financial advisor to
SeaMED in connection with the Merger and will receive a fee for our services
which is contingent upon consummation of the Merger. In addition, we will
receive a separate fee for providing this opinion, which will be credited
against the fee for our services. This opinion fee is not contingent upon the
consummation of the Merger. SeaMED has also agreed to indemnify us against
certain liabilities in connection with our services. In the ordinary course of
our business, we and our affiliates may actively trade securities of Plexus and
SeaMED for our own account or the account of our customers and, accordingly, may
at any time hold a long or short position in such securities. U.S. Bancorp Piper
Jaffray also makes a market and provides research coverage on both Plexus' and
SeaMED's common stock.

In arriving at our opinion, we have undertaken such review, analyses and
inquiries as we deemed necessary and appropriate under the circumstances. Among
other things, we have reviewed (i) a draft dated March 15, 1999 of the Agreement
and Plan of Merger, (ii) certain publicly available financial, operating and
business information related to Plexus, (iii) certain publicly available market
and securities data of Plexus and selected public companies deemed comparable to
Plexus, (iv) certain analyst reports on Plexus, (v) to the extent publicly
available, information concerning selected mergers deemed comparable to the
proposed Merger, (vi) certain publicly available financial,

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SeaMED Corporation
March 16, 1999
Page 2

operating and business information relative to SeaMED and selected public
companies deemed comparable to SeaMED, (vii) certain internal financial
information of SeaMED on a stand-alone basis and as a combined Company with
Plexus, prepared for financial planning purposes, and furnished by SeaMED
management and (viii) certain publicly available market and securities data of
SeaMED. We had discussions with members of the management of (a) SeaMED
concerning the financial condition, current operating results and business
outlook for SeaMED on a stand-alone basis and as a combined Company with Plexus,
and (b) Plexus concerning the financial condition, current operating results and
business outlook for Plexus and the combined Company and Plexus' plans relating
to the combined Company.

We have relied upon and assumed the accuracy, completeness and fairness of
the financial statements and other information provided to us by SeaMED, Plexus
or otherwise made available to us, and have not assumed responsibility for the
independent verification of such information. Neither SeaMED nor Plexus publicly
disclose internal financial information of the type provided to us and such
information was prepared for financial planning purposes and not with the
expectation of public disclosure. We have relied upon the assurance of the
managements of SeaMED and Plexus that the information provided to us by SeaMED
and Plexus has been prepared on a reasonable basis, and, with respect to
financial planning data and other business outlook information, reflects the
best currently available estimates, and that they are not aware of any
information or facts that would make the information provided to us incomplete
or misleading.

We have assumed that the final form of the Agreement will be substantially
similar to the last draft reviewed by us, without modification of material terms
or conditions by SeaMED or Plexus. We have also assumed that the Merger
contemplated by the Agreement will constitute a "reorganization" within the
meaning of Section 368(a) of the Code. In addition, we have assumed that, in the
course of obtaining the necessary regulatory approvals for the Merger, no
restrictions, including any divestiture requirements, will be imposed that will
have a material adverse effect on the contemplated benefits of the Merger.

In arriving at our opinion, we have not performed any appraisals or
valuations of any specific assets or liabilities of SeaMED or Plexus, and have
not been furnished with any such appraisals or valuations. We express no opinion
regarding the liquidation value of any entity.

This opinion is necessarily based upon the information available to us and
facts and circumstances as they exist and are subject to evaluation on the date
hereof; events occurring after the date hereof could materially affect the
assumptions used in preparing this opinion. We are not expressing any opinion
herein as to the price at which shares of SeaMED or Plexus Common Stock have
traded or may trade at any future time. We have not undertaken to reaffirm or
revise this opinion or otherwise comment upon any events occurring after the
date hereof and do not have any obligation to update, revise or reaffirm this
opinion.

This opinion is directed to and is for the use and benefit of the Board of
Directors of SeaMED and is rendered to the Board of Directors in connection with
its consideration of the Merger. This opinion is not intended to be and does not
constitute a recommendation to any shareholder as to how such shareholder should
vote with respect to the Merger. We were not requested to opine as to, and this
opinion does not address, the basic business decision to proceed with or effect
the Merger. This opinion shall not be published or otherwise used, nor shall any
public references to us be made, without our prior written approval.

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SeaMED Corporation
March 16, 1999
Page 3

Based upon and subject to the foregoing and based upon such other factors
as we consider relevant, it is our opinion that the consideration proposed to be
received by the common shareholders of SeaMED in the Merger pursuant to the
Agreement is fair, from a financial point of view, to the common shareholders of
SeaMED as of the date hereof.

Sincerely,

U.S. BANCORP PIPER JAFFRAY

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APPENDIX C

TITLE 23B WASHINGTON BUSINESS CORPORATION ACT

CHAPTER 23B.13 DISSENTERS' RIGHTS

23B.13.010 DEFINITIONS.

As used in this chapter:

(1) "Corporation" means the issuer of the shares held by a dissenter before
the corporate action, or the surviving or acquiring corporation by merger or
share exchange of that issuer.

(2) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under RCW 23B.13.020 and who exercises that right when and in
the manner required by RCW 23B.13.200 through 23B. 13.280.

(3) "Fair value," with respect to a dissenter's shares, means the value of
the shares immediately before the effective date of the corporate action to
which the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be inequitable.

(4) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid by the
corporation on its principal bank loans or, if none, at a rate that is fair and
equitable under all the circumstances.

(5) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of shares to
the extent of the rights granted by a nominee certificate on file with a
corporation.

(6) "Beneficial shareholder" means the person who is a beneficial owner of
shares held in a voting trust or by a nominee as the record shareholder.

(7) "Shareholder" means the record shareholder or the beneficial
shareholder.

23B.13.020 RIGHT TO DISSENT.

(1) A shareholder is entitled to dissent from, and obtain payment of the
fair value of the shareholder's shares in the event of, any of the following
corporate actions:

(a) Consummation of a plan of merger to which the corporation is a
party (i) if shareholder approval is required for the merger by RCW
23B.11.030, 23B.11.080, or the articles of incorporation and the
shareholder is entitled to vote on the merger, or (ii) if the corporation
is a subsidiary that is merged with its parent under RCW 23B.11.040;

(b) Consummation of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired, if the
shareholder is entitled to vote on the plan;

(c) Consummation of a sale or exchange of all, or substantially all,
of the property of the corporation other than in the usual and regular
course of business, if the shareholder is entitled to vote on the sale or
exchange, including a sale in dissolution, but not including a sale
pursuant to court order or a sale for cash pursuant to a plan by which all
or substantially all of the net proceeds of the sale will be distributed to
the shareholders within one year after the date of sale;

(d) An amendment of the articles of incorporation that materially
reduces the number of shares owned by the shareholder to a fraction of a
share if the fractional share so created is to be acquired for cash under
RCW 23B.06.040; or

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(e) Any corporate action taken pursuant to a shareholder vote to the
extent the articles of incorporation, bylaws, or a resolution of the board
of directors provides that voting or nonvoting shareholders are entitled to
dissent and obtain payment for their shares.

(2) A shareholder entitled to dissent and obtain payment for the
shareholder's shares under this chapter may not challenge the corporate action
creating the shareholder's entitlement unless the action fails to comply with
the procedural requirements imposed by this title, RCW 25.10.900 through
25.10.955, the articles of incorporation, or the bylaws, or is fraudulent with
respect to the shareholder or the corporation.

(3) The right of a dissenting shareholder to obtain payment of the fair
value of the shareholder's shares shall terminate upon the occurrence of any one
of the following events:

(a) The proposed corporate action is abandoned or rescinded;

(b) A court having jurisdiction permanently enjoins or sets aside the
corporate action; or

23B.13.030 DISSENT BY NOMINEES AND BENEFICIAL OWNERS.

(1) A record shareholder may assert dissenters' rights as to fewer than all
the shares registered in the shareholder's name only if the shareholder dissents
with respect to all shares beneficially owned by any one person and notifies the
corporation in writing of the name and address of each person on whose behalf
the shareholder asserts dissenters' rights. The rights of a partial dissenter
under this subsection are determined as if the shares as to which the dissenter
dissents and the dissenter's other shares were registered in the names of
different shareholders.

(2) A beneficial shareholder may assert dissenters' rights as to shares
held on the beneficial shareholder's behalf only if:

(a) The beneficial shareholder submits to the corporation the record
shareholder's written consent to the dissent not later than the time the
beneficial shareholder asserts dissenters' rights; and

(b) The beneficial shareholder does so with respect to all shares of
which such shareholder is the beneficial shareholder or over which such
shareholder has power to direct the vote.

23B.13.200 NOTICE OF DISSENTERS' RIGHTS.

(1) If proposed corporate action creating dissenters' rights under RCW
23B.13.020 is submitted to a vote at a shareholders' meeting, the meeting notice
must state that shareholders are or may be entitled to assert dissenters' rights
under this chapter and be accompanied by a copy of this chapter.

(2) If corporate action creating dissenters' rights under RCW 23B.13.020 is
taken without a vote of shareholders, the corporation, within ten days after
[the] effective date of such corporate action, shall notify in writing all
shareholders entitled to assert dissenters' rights that the action was taken and
send them the dissenters' notice described in RCW 23B.13.220.

23B.13.210 NOTICE OF INTENT TO DEMAND PAYMENT.

(1) If proposed corporate action creating dissenters' rights under RCW
23B.13.020 is submitted to a vote at a shareholders' meeting, a shareholder who
wishes to assert dissenters' rights must (a) deliver to the corporation before
the vote is taken written notice of the shareholder's intent to demand payment
for the shareholder's shares if the proposed action is effected, and (b) not
vote such shares in favor of the proposed action.

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(2) A shareholder who does not satisfy the requirements of subsection (1)
of this section is not entitled to payment for the shareholder's shares under
this chapter.

23B.13.220 DISSENTERS' NOTICE.

(1) If proposed corporate action creating dissenters' rights under RCW
23B.13.020 is authorized at a shareholders' meeting, the corporation shall
deliver a written dissenters' notice to all shareholders who satisfied the
requirements of RCW 23B.13.210.

(2) The dissenters' notice must be sent within ten days after the effective
date of the corporate action, and must:

(a) State where the payment demand must be sent and where and when
certificates for certificated shares must be deposited;

(b) Inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment demand is received;

(c) Supply a form for demanding payment that includes the date of the
first announcement to news media or to shareholders of the terms of the
proposed corporate action and requires that the person asserting
dissenters' rights certify whether or not the person acquired beneficial
ownership of the shares before that date;

(d) Set a date by which the corporation must receive the payment
demand, which date may not be fewer than thirty nor more than sixty days
after the date the notice in subsection (1) of this section is delivered;
and

(e) Be accompanied by a copy of this chapter.

23B.13.230 DUTY TO DEMAND PAYMENT.

(1) A shareholder sent a dissenters' notice described in RCW 23B.13.220
must demand payment, certify whether the shareholder acquired beneficial
ownership of the shares before the date required to be set forth in the
dissenters' notice pursuant to RCW 23B.13.220(2)(c), and deposit the
shareholder's certificates in accordance with the terms of the notice.

(2) The shareholder who demands payment and deposits the shareholder's
share certificates under subsection (1) of this section retains all other rights
of a shareholder until the proposed corporate action is effected.

(3) A shareholder who does not demand payment or deposit the shareholder's
share certificates where required, each by the date set in the dissenters'
notice, is not entitled to payment for the shareholder's shares under this
chapter.

23B.13.240 SHARE RESTRICTIONS.

(1) The corporation may restrict the transfer of uncertificated shares from
the date the demand for their payment is received until the proposed corporate
action is effected or the restriction is released under RCW 23B.13.260.

(2) The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder until the
effective date of the proposed corporate action.

23B.13.250 PAYMENT.

(1) Except as provided in RCW 23B.13.270, within thirty days of the later
of the effective date of the proposed corporate action, or the date the payment
demand is received, the corporation shall

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pay each dissenter who complied with RCW 23B.13.230 the amount the corporation
estimates to be the fair value of the shareholder's shares, plus accrued
interest.

(2) The payment must be accompanied by:

(a) The corporation's balance sheet as of the end of a fiscal year
ending not more than sixteen months before the date of payment, an income
statement for that year, a statement of changes in shareholders' equity for
that year, and the latest available interim financial statements, if any;

(b) An explanation of how the corporation estimated the fair value of
the shares;

(d) A statement of the dissenter's right to demand payment under RCW
23B.13.280; and

(e) A copy of this chapter.

23B.13.260 FAILURE TO TAKE ACTION.

(1) If the corporation does not effect the proposed action within sixty
days after the date set for demanding payment and depositing share certificates,
the corporation shall return the deposited certificates and release any transfer
restrictions imposed on uncertificated shares.

(2) If after returning deposited certificates and releasing transfer
restrictions, the corporation wishes to undertake the proposed action, it must
send a new dissenters' notice under RCW 23B.13.220 and repeat the payment demand
procedure.

23B.13.270 AFTER-ACQUIRED SHARES.

(1) A corporation may elect to withhold payment required by RCW 23B.13.250
from a dissenter unless the dissenter was the beneficial owner of the shares
before the date set forth in the dissenters' notice as the date of the first
announcement to news media or to shareholders of the terms of the proposed
corporate action.

(2) To the extent the corporation elects to withhold payment under
subsection (1) of this section, after taking the proposed corporate action, it
shall estimate the fair value of the shares, plus accrued interest, and shall
pay this amount to each dissenter who agrees to accept it in full satisfaction
of the dissenter's demand. The corporation shall send with its offer an
explanation of how it estimated the fair value of the shares, an explanation of
how the interest was calculated, and a statement of the dissenter's right to
demand payment under RCW 23B.13.280.

23B.13.280 PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER.

(1) A dissenter may notify the corporation in writing of the dissenter's
own estimate of the fair value of the dissenter's shares and amount of interest
due, and demand payment of the dissenter's estimate, less any payment under RCW
23B.13.250, or reject the corporation's under RCW 23B.13.270 and demand payment
of the dissenter's estimate of the fair value of the dissenter's shares and
interest due, if:

(a) The dissenter believes that the amount paid under RCW 23B.13.250
or offered under RCW 23B.13.270 is less than the fair value of the
dissenter's shares or that the interest due is incorrectly calculated;

(b) The corporation fails to make payment under RCW 23B.13.250 within
sixty days after the date set for demanding payment; or

C-4
<PAGE> 154

(c) The corporation does not effect the proposed action and does not
return the deposited certificates or release the transfer restrictions
imposed on uncertificated shares within sixty days after the date set for
demanding payment.

(2) A dissenter waives the right to demand payment under this section
unless the dissenter notifies the corporation of the dissenter's demand in
writing under subsection (1) of this section within thirty days after the
corporation made or offered payment for the dissenter's shares.

23B.13.300 COURT ACTION.

(1) If a demand for payment under RCW 23B.13.280 remains unsettled, the
corporation shall commence a proceeding within sixty days after receiving the
payment demand and petition the court to determine the fair value of the shares
and accrued interest. If the corporation does not commence the proceeding within
the sixty-day period, it shall pay each dissenter whose demand remains unsettled
the amount demanded.

(2) The corporation shall commence the proceeding in the superior court of
the county Where a corporation's principal office, or, if none in this state,
its registered office, is located. If the corporation is a foreign corporation
without a registered office in this state, it shall commence the proceeding in
the county in this state where the registered office of the domestic corporation
merged with or whose shares were acquired by the foreign corporation was
located.

(3) The corporation shall make all dissenters, whether or not residents of
this state, whose demands remain unsettled, parties to the proceeding as in an
action against their shares and all parties must be served with a copy of the
petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.

(4) The corporation may join as a party to the proceeding any shareholder
who claims to be a dissenter but who has not, in the opinion of the corporation,
complied with the provisions of this chapter. If the court determines that such
shareholder has not complied with the provisions of this chapter, the
shareholder shall be dismissed as a party.

(5) The jurisdiction of the court in which the proceeding is commenced
under subsection (2) of this section is plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and recommend
decision on the question of fair value. The appraisers have the powers described
in the order appointing them, or in any amendment to it. The dissenters are
entitled to the same discovery rights as parties in other civil proceedings.

(6) Each dissenter made a party to the proceeding is entitled to judgment
(a) for the amount, if any, by which the court finds the fair value of the
dissenter's shares, plus interest, exceeds the amount paid by the corporation,
or (b) for the fair value, plus accrued interest, of the dissenter's
after-acquired shares for which the corporation elected to withhold payment
under RCW 23B.13.270.

23B.13.310 COURT COSTS AND COUNSEL FEES.

(1) The court in a proceeding commenced under RCW 23B.13.300 shall
determine all costs of the proceeding, including the reasonable compensation and
expenses of appraisers appointed by the court. The court shall assess the costs
against the corporation, except that the court may assess the costs against all
or some of the dissenters, in amounts the court finds equitable, to the extent
the court finds the dissenters acted arbitrarily, vexatiously, or not in good
faith in demanding payment under RCW 23B.13.280.

C-5
<PAGE> 155

(2) The court may also assess the fees and expenses of counsel and experts
for the respective parties, in amounts the court finds equitable:

(a) Against the corporation and in favor of any or all dissenters if
the court finds the corporation did not substantially comply with the
requirements of RCW 23B.13.200 through 23B.13.280; or

(b) Against either the corporation or a dissenter, in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good faith
with respect to the rights provided by chapter 23B.13 RCW.

If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the corporation, the court may
award to these counsel reasonable fees to be paid out of the amounts awarded the
dissenters who were benefited.

C-6
<PAGE> 156

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Plexus Corp. is incorporated under the Wisconsin Business Corporation Law
("WBCL"). Under Section 180.0851(1) of the WBCL, Plexus is required to indemnify
a director or officer, to the extent such person is successful on the merits or
otherwise in the defense of a proceeding, for all reasonable expenses incurred
in the proceeding if such person was a party because he or she was a director or
officer of Plexus. In all other cases, Plexus is required by Section 180.0851(2)
of the WBCL to indemnify a director or officer against liability incurred in a
proceeding to which such person was a party because he or she was an officer or
director of Plexus, unless it is determined that he or she breached or failed to
perform a duty owed to Plexus and the breach or failure to perform constitutes:
(i) a willful failure to deal fairly with Plexus or its shareholders in
connection with a matter in which the director or officer has a material
conflict of interest; (ii) a violation of criminal law, unless the director or
officer had reasonable cause to believe his or her conduct was lawful or no
reasonable cause to believe his or her conduct was unlawful; (iii) a transaction
from which the director or officer derived an improper personal profit; or (iv)
willful misconduct. Section 180.0858(1) of the WBCL provides that, subject to
certain limitations, the mandatory indemnification provisions do not preclude
any additional right to indemnification or allowance of expenses that a director
or officer may have under Plexus' articles of incorporation, bylaws, a written
agreement or a resolution of the Board of Directors or shareholders.

Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require or permit indemnification, allowance of expenses
and insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer,
sale or purchase of securities.

Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.

Under Section 180.0833 of the WBCL, directors of Plexus against whom claims
are asserted with respect to the declaration of an improper dividend or other
distribution to shareholders to which they assented are entitled to contribution
from other directors who assented to such distribution and from shareholders who
knowingly accepted the improper distribution, as provided therein.

Plexus' Bylaws contain provisions that generally parallel the
indemnification provisions of the WBCL and cover certain procedural matters not
dealt with in the WBCL. Directors and officers of Plexus are also covered by
directors' and officers' liability insurance under which they are insured
(subject to certain exceptions and limitations specified in the policy) against
expenses and liabilities arising out of proceedings to which they are parties by
reason of being or having been directors or officers.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

See the Exhibit Index following the Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

II-1
<PAGE> 157

ITEM 22. UNDERTAKINGS.

Plexus hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Plexus pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of Plexus' annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is part of this Registration
Statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.

(6) That every prospectus: (i) that is filed pursuant to paragraph (5)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the Registration
Statement and will not be used until such amendment is effective, and that, for
purposes

II-2
<PAGE> 158

of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 20 of this
Registration Statement, or otherwise, Plexus has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Plexus of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, Plexus will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

(8) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the Registration Statement through the date of responding to the
request.

(9) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the Registration Statement when it became
effective.

II-3
<PAGE> 159

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 June 8, 1999.

PLEXUS CORP.
(Registrant)

By: /s/ JOHN L. NUSSBAUM
------------------------------------
John L. Nussbaum
President and Chief Operating
Officer

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.

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.*

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>

/s/ PETER STRANDWITZ Chairman of the Board and Chief Executive
- -------------------------------------------- Officer; Director (Principal Executive
Peter Strandwitz Officer)

/s/ JOHN L. NUSSBAUM President and Chief Operating Officer;
- -------------------------------------------- Director
John L. Nussbaum

/s/ THOMAS B. SABOL Chief Financial Officer (Principal Financial
- -------------------------------------------- Officer)
Thomas B. Sabol

/s/ LISA M. KELLEY Treasurer and Principal Accounting Officer
- --------------------------------------------
Lisa M. Kelley

/s/ DAVID J. DRURY Director
- --------------------------------------------
David J. Drury

/s/ HAROLD R. MILLER Director
- --------------------------------------------
Harold R. Miller

/s/ GERALD A. PITNER Director
- --------------------------------------------
Gerald A. Pitner

/s/ THOMAS J. PROSSER Director
- --------------------------------------------
Thomas J. Prosser

/s/ JAN K. VERHAGEN Director
- --------------------------------------------
Jan K. VerHagen
</TABLE>

*Each of the above signatures is affixed as of June 8, 1999.

S-1
<PAGE> 160

PLEXUS CORP.
("PLEXUS" OR THE "REGISTRANT")
(COMMISSION FILE NO. 000-14824)

EXHIBIT INDEX
TO
FORM S-4 REGISTRATION STATEMENT

The following exhibits are filed with or incorporated by reference in this
Registration Statement:

<TABLE>
<CAPTION>
INCORPORATED HEREIN
EXHIBIT DESCRIPTION BY REFERENCE TO FILED HEREWITH
- ------- ----------- ------------------- --------------
<S> <C> <C> <C>
2.1 Agreement and Plan of Merger, dated Appendix A to the Proxy
as of March 16, 1999, by and among Statement/Prospectus
Plexus Corp., SeaMED Corporation contained in this
("SeaMED") and PS Acquisition Corp. Registration Statement
3(i) Restated Articles of Incorporation Exhibit 3(i) to Plexus'
of Plexus Corp., as amended through Report on Form 10-K for the
August 13, 1998 year ended September 30,
1998
3(ii) Bylaws of Plexus Corp., as amended Exhibit 3(ii) to Plexus'
through November 14, 1996 Report on Form 10-K for the
year ended September 30,
1996
4.1 Restated Articles of Incorporation Exhibit 3(i) above
of Plexus Corp.
4.2 Shareholder Rights Agreement, dated Exhibit 4.1 to Plexus'
as of August 13, 1998 between Plexus Report on Form 8-K dated
and Firstar Trust Company as Rights August 13, 1998 (the
Agent "8/13/98 8-K")
4.3 Form of Rights Certificate Exhibit 4.2 to 8/13/98 8-K
5.1 Opinion of Quarles & Brady LLP as to X
the legality of the securities being
registered
8.1 Opinion of Preston Gates & Ellis LLP X
as to the tax consequences of the
transaction
23.1 Consent of PricewaterhouseCoopers X
LLP, Plexus' independent accountants
23.2 Consent of Ernst & Young LLP, X
SeaMED's independent accountants
23.3 Consent of Quarles & Brady LLP Contained in Exhibit
5.1
23.4 Consent of Preston Gates & Ellis LLP Contained in Exhibit
8.1
24.1 Powers of Attorney On Signatures page
99.1 Form of proxy to be used in X
connection with the Special Meeting
of Shareholders of SeaMED
</TABLE>

EI-1
<PAGE> 161

<TABLE>
<CAPTION>
INCORPORATED HEREIN
EXHIBIT DESCRIPTION BY REFERENCE TO FILED HEREWITH
- ------- ----------- ------------------- --------------
<S> <C> <C> <C>
99.2 Opinion of U.S. Bancorp Piper Appendix B to the Proxy
Jaffray, Inc. Statement/Prospectus
99.3 Consent of U.S. Bancorp Piper X
Jaffray Inc., financial advisor to
SeaMED
</TABLE>

EI-2

<PAGE> 1
EXHIBIT 5.1

Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497

June 8, 1999

Plexus Corp.
55 Jewelers Park Drive
P.O. Box 156
Neenah WI 54956

Ladies and Gentlemen:

We are providing this opinion in connection with the Registration
Statement of Plexus Corp. ("Plexus") on Form S-4 (the "Registration Statement")
filed under the Securities Act of 1933, as amended (the "Act"), with respect to
the proposed issuance of up to 2,718,275 shares of Plexus common stock, $.01 par
value (the "Shares"), pursuant to the Agreement and Plan of Merger, dated as of
March 16, 1999 (the "Merger Agreement"), by and among Plexus, SeaMED Corporation
("SeaMED"), and PS Acquisition Corp. ("Acquisition"), a wholly owned subsidiary
of Plexus, providing for the statutory merger of Acquisition with and into
SeaMED (the "Merger").

We have examined: (i) the Registration Statement; (ii) Plexus' Restated
Articles of Incorporation and Restated Bylaws, as amended to date; (iii) the
Merger Agreement, which is attached as an appendix to the Proxy
Statement/Prospectus contained in the Registration Statement; (iv) corporate
proceedings of Plexus and Acquisition relating to the Merger Agreement and the
transactions contemplated thereby; and (v) such other documents, and such
matters of law, as we have deemed necessary in order to render this opinion.
Based on the foregoing, it is our opinion that:

1. Plexus is a corporation duly incorporated and validly existing
under the laws of the State of Wisconsin.

2. When (a) the Registration Statement, and any amendments thereto
(including post-effective amendments), shall have become effective
under the Act, (b) the Merger Agreement and the issuance of the
Shares pursuant thereto shall have been duly approved by the
shareholders of SeaMED, as contemplated therein and in the
Registration Statement, (c) the parties shall have received all
necessary regulatory approvals required to consummate the Merger,
(d) the Merger shall have been duly consummated in accordance with
the terms of the Merger Agreement and the laws of the States of
Washington and Wisconsin, and (e) up to 2,718,275 Shares have been
issued in accordance with the provisions of the Merger Agreement,
such Shares will have been validly issued and will be fully paid
and nonassessable, subject to the personal liability 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 par value shares were issued rather than the shares'
lower stated par value. Local 257 of Hotel and Restaurant Employees

<PAGE> 2
Plexus Corp.

June 8, 1999
Page 2

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). The Wilson Street East decision was
overruled on other grounds in State v. Richard Knutson, Inc., 191
Wis.2d 395, 528 N.W.2d 430 (1995).

We have not passed upon the actions of the Board of Directors of SeaMED
to authorize the consummation of the Merger, and have assumed that all necessary
action has been taken.

We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Opinions" in the Proxy Statement/Prospectus constituting a part thereof. In
giving our consent, we do not admit that we are "experts" within the meaning of
Section 11 of the Act, or that we are within the category of persons whose
consent is required by Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Quarles & Brady LLP

QUARLES & BRADY LLP

<PAGE> 1

EXHIBIT 8.1

PRESTON GATES & ELLIS LLP
5000 Columbia Center
701 Fifth Avenue
Seattle WA 98104-7078

June 8, 1999

SeaMED Corporation
21621 30th Avenue S.E.
Bothell, Washington 98021

Re: MERGER OF PS ACQUISITION CORP. INTO SEAMED CORPORATION

Ladies and Gentlemen:

This opinion is being delivered to you pursuant to section 8.8 of the
Agreement and Plan of Merger (the "Agreement") dated as of March 16, 1999, by
and among Plexus Corp., a Wisconsin corporation ("Plexus"), PS Acquisition
Corp., a Washington corporation ("Sub"), and SeaMED Corporation, a Washington
corporation ("SeaMED").

It is anticipated that, pursuant to the Agreement, Sub will merge with
and into SeaMED pursuant to the applicable laws of the State of Washington (the
"Merger"), and pursuant to the Agreement and as a result thereof the identity
and separate existence of Sub will cease. SeaMED will continue as a wholly-owned
subsidiary of Plexus.

Except as otherwise provided, capitalized items referred to herein have
the same meaning as set forth in the Agreement. All Section references unless
otherwise indicated are to the Internal Revenue Code of 1986, as amended (the
"Code").

We have acted as legal counsel to SeaMED in connection with the Merger.
As such, and for the purposes of rendering this opinion, we have examined and
are relying upon, without independent investigation or review thereof, the truth
and accuracy, at all times, of the statements, covenants, representations and
warranties contained in the following documents:

1. The Agreement adopted or approved by Plexus, Sub and SeaMED Boards
of Directors as of March 16,1999;

2. Representations made to us by Plexus and SeaMED in letters dated
June 8, 1999; and

3. Such other instruments and documents related to the formation,
organization, and operation of Plexus, Sub and SeaMED, the consummation of the
Merger, and the transactions contemplated thereby as we deemed necessary or
appropriate.

In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon without independent investigation or
review) that:

1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents and there has been,
or will be by the Effective Time of the Merger, due execution and delivery of
all documents where execution and delivery are prerequisites to effectiveness
thereof;

<PAGE> 2

SeaMED Corporation

June 8, 1999
Page 2

2. At the Effective Time of the Merger, the fair market value of the
Plexus voting common stock and other consideration received by each SeaMED
shareholder will be approximately equal to the aggregate fair market value of
the SeaMED common stock surrendered in the Merger;

3. The Merger will be effected in accordance with the terms of the
Agreement, and all of the statements, covenants, representations and warranties
therein or referred to above will be true as of the Effective Time of the
Merger; and

4. The Agreement and the Merger are the product of arm's-length
negotiations.

Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations, and qualifications set forth herein, we
are of the opinion that:

1. The Merger will constitute a "reorganization" within the meaning of
Section 368(a) of the Code. Plexus, Sub and SeaMED each will be a "party to the
reorganization" within the meaning of Section 368(b) of the Code;

2. No gain or loss will be recognized by Plexus, Sub or SeaMED as a
result of the Merger;

3. The shareholders of SeaMED will recognize no gain or loss on their
exchange of SeaMED shares solely for Plexus shares; and

4. The discussion in the Form S-4 filed with reference to the Merger
under the heading "The Merger and The Merger Agreement -- Federal Income Tax
Consequences; Tax Opinioin" is accurate.

In addition to the assumptions set forth above, this opinion is subject
to the exemptions, limitations and qualifications set forth below:

1. This opinion represents and is based upon our best judgment
regarding the application of federal income tax laws arising under the Code,
existing judicial decisions, administrative regulations and published rulings
and procedures. Our opinion is not binding upon the Internal Revenue Service or
the courts and there is no assurance that the Internal Revenue Service could not
successfully assert a contrary opinion. Furthermore, no assurance can be given
that future legislation, judicial or administrative changes, either on a
prospective or retroactive basis, would not adversely affect the accuracy of the
conclusions stated herein.

2. This opinion does not address any other federal, state, local or
foreign tax consequences that may result from the Merger or any other related
transactions.

3. No opinion is expressed as to any transaction other than the Merger
as described in this opinion.

4. This opinion is intended solely for the benefit of SeaMED and its
shareholders; it may not be relied upon for any other purpose or by any other
person or entity and it may not be made available to any other person or entity
without our prior written consent.

<PAGE> 3
SeaMED Corporation

June 8, 1999
Page 3

We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "The
Merger and the Merger Agreement - Federal Income Tax Consequences"; Tax Opinion
in the Proxy Statement/Prospectus constituting a part thereof. In giving our
consent, we do not admit that we are "experts" within the meaning of Section 11
of the Act, or that we are within the category of persons whose consent is
required by Section 7 of the Act or the rules and regulations of the Securities
and Exchange Commission thereunder.

Very truly yours,

PRESTON GATES & ELLIS LLP

/s/

By
Charles H. Purcell

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement of
Plexus Corp. on Form S-4 of our report dated October 27, 1998, appearing on page
F-2 in the Annual Report on Form 10-K of Plexus Corp. for the year ended
September 30, 1998. We also consent to the reference to us under the heading
"Experts" in the Proxy Statement/Prospectus which is part of this Registration
Statement.

/s/ PricewaterhouseCoopers LLC

PRICEWATERHOUSECOOPERS LLP
Milwaukee, Wisconsin
June 8, 1999

<PAGE> 1

EXHIBIT 23.2

Consent of Ernst & Young LLP, Independent Auditors

We consent to the reference to our firm under the captions "Experts" "Conditions
to the Merger," and "The Merger and the Merger Agreement - Accounting Treatment"
and to the use of our report dated August 14, 1998 included in the Proxy
Statement of SeaMED Corporation that is made a part of the Registration
Statement (Form S-4) and Prospectus of Plexus Corp. relating to an Agreement and
Plan of Merger among Plexus Corp. and SeaMED Corporation.

/s/ Ernst & Young LLP

ERNST & YOUNG LLP
Seattle, Washington

June 8, 1999

<PAGE> 1
EXHIBIT 99.1

SEAMED CORPORATION
SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned shareholder hereby appoints R. Scott Asen and W. Robert
Berg and each of them as proxies, each with full power of substitution, to vote
as designated below all shares of common stock of SeaMED Corporation held of
record as of June 9, 1999, that the undersigned would be entitled to vote if
personally present at the Special Meeting of Shareholders to be held on July 22,
1999, at 10:00 a.m., local time, at 21621 - 30th Ave. SE, Bothell, Washington,
and at any adjournment or adjournments thereof, upon the following matter:

1. Proposal to approve the Agreement and Plan of Merger whereby SeaMED
Corporation will become a wholly-owned subsidiary of Plexus Corp., and SeaMED
shareholders will receive stock of Plexus Corp. A copy of the Agreement and Plan
of Merger is attached as Appendix C to the Proxy Statement/Prospectus for the
Special Meeting.

/ / FOR / / AGAINST / / ABSTAIN

This proxy will be voted as specified by the shareholder, but if no
choice is specified, this proxy will, if signed, be voted FOR approval of the
Agreement and Plan of Merger.

(CONTINUED AND TO BE SIGNED AND DATED ON THE OTHER SIDE)

IMPORTANT: Please sign exactly as name or names appear on this Proxy. Joint
owners should each sign personally. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title as such. When
signing as a corporation or a partnership, please sign in the name of the entity
by an authorized person.

Dated:_______________, 1999

__________________________________

(Please sign name exactly as it
appears hereon)

__________________________________
(Signature of joint owner, if any)

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED PROXY RETURN
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF AN
ENVELOPE IS NOT ENCLOSED OR HAS BEEN MISPLACED, PLEASE RETURN THIS COMPLETED
PROXY TO CHASEMELLON SHAREHOLDER SERVICES LLC, 450 W. 33D STREET, 14TH FLOOR,
NEW YORK, NEW YORK 10001.

<PAGE> 1
EXHIBIT 99.3

[US BANCORP PIPER JAFFRAY LETTERHEAD]

CONSENT OF U.S. BANCORP PIPER JAFFRAY INC.

We herby consent to the inclusion in the Registration Statement of Plexus Corp.
("Plexus") relating to the proposed merger of SeaMed Corporation with and into a
wholly owned subsidiary of Plexus, of our opinion letter appearing as Appendix B
to the Proxy Statement/Prospectus which is a part of the Registration Statement,
and to the references of our firm name therein. In giving such consent, we do
not thereby admit that we come within the category of person whose consent is
required under Section 7 or Section 11 of the Securities Act of 1933, as
amended, or the rules and regulations adopted by the Securities and Exchange
Commission thereunder nor do we admit that we are experts with respect to any
part of such Registration Statement within the meaning of the term "experts" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder.

Very truly yours,

By /s/ Jon W. Salveson
-------------------
Jon W. Salveson
Principal
U.S. Bancorp Piper Jaffray Inc.

Minneapolis, Minnesota
June 8, 1999