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Registration No. 333-_______
As filed with the Securities and Exchange Commission on August 2, 1999
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PLEXUS CORP.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-134447
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 JEWELERS PARK DRIVE
NEENAH, WISCONSIN 54957
(Address of Principal Executive Offices) (Zip Code)
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SEAMED CORPORATION 1988 STOCK OPTION PLAN
1995 SEAMED CORPORATION EMPLOYEE STOCK OPTION AND
INCENTIVE PLAN
1997 SEAMED CORPORATION EMPLOYEE NONQUALIFIED STOCK
OPTION PLAN
(Full title of the plan)
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JOSEPH D. KAUFMAN Copy to:
Vice President, Secretary and General Counsel KENNETH V. HALLETT
PLEXUS CORP. Quarles & Brady LLP
55 Jewelers Park Drive 411 East Wisconsin Avenue
P.O. Box 156 Milwaukee, Wisconsin 53202
Neenah, Wisconsin 54957-0156
(Name and address of agent for service)
(920) 722-3451
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 171,804 shares (2) $5,543,513.76 $1,541.10
- --------------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase
Rights (3) (3) (3) (3)
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</TABLE>
(1) On July 16, 1999, SeaMED Corporation became a wholly owned
subsidiary of the Registrant through the merger of a wholly owned
subsidiary of the Registrant, with and into SeaMED pursuant to an
Agreement and Plan of Merger by and among the Registrant, SeaMED
and PS Acquisition Corp. dated as of March 16, 1999. Under the
Merger Agreement, each share of SeaMED common stock outstanding
immediately prior to the effective time of the merger was
converted into 0.4 shares of Plexus common stock. Under the Merger
Agreement, each outstanding option to purchase shares of SeaMED
common stock under SEAMED's 1995 Employee Stock Option and
Incentive Plan, SeaMED's 1997 Employee Nonqualified Stock Option
Plan, and SeaMED's 1988 Stock Option Plan, each as amended was
assumed by Plexus and converted into an option to purchase shares
of Plexus' Common Stock on the same terms and conditions as were
applicable under the SeaMED option, as adjusted to reflect the
merger. As a result, Plexus assumed SeaMED options granted under
the 1995 Plan, the 1997 Plan and the 1988 Plexus Plan covering an
aggregate of 171,804 shares of Plexus common stock, as adjusted.
No further options are intended to be granted under the Plans. The
Plans and the SeaMED options provide for possible adjustment of
the number, price and kind of shares covered by options granted in
the event of certain capital or other changes affecting the common
stock. Pursuant to Rule 416(a) under the Securities Act of 1933,
this Registration Statement covers, in addition to the above
171,804 shares of Plexus common stock, an indeterminate number of
shares that may become subject to the assumed options by means of
any such adjustment.
(2) The assumed SeaMED options, as adjusted pursuant to the merger
agreement, have a weighted average exercise price of $32.2665 per
share of Plexus common stock. Pursuant to Rule 457(h), the
aggregate offering price and the registration fee have been
computed upon the basis of the aggregate exercise price of the
assumed SeaMED options.
(3) One right is issued in tandem with each share of Plexus common
stock. The value attributable to the Preferred Stock Purchase
Rights is reflected in the market price of the Common Stock to
which the Rights are attached. Includes registration of shares of
the Registrant's Preferred Stock and Common Stock underlying such
rights.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Plexus Corp. (the "Registrant")
(Commission File No. 000-44824) with the Securities and Exchange Commission
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1998;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended December 31, 1998 and March 31, 1999;
(c) The description of the Common Stock in the Registration
Statement on Form 8-A dated July 18, 1986, as amended by
Amendment No. 1 thereto dated February 24, 1995;
(d) The description of the Preferred Stock Purchase Rights in the
Registration Statement on Form 8-K, dated August 17, 1998; and
(e) The Registrant's Periodic Report on Form 8-K dated July 23,
1999 reporting the SeaMED acquisition.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
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modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See Item 3(d) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock registered hereunder will be
passed on for the Registrant by Quarles & Brady LLP, the Registrant's legal
counsel.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the Wisconsin Business Corporation
Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the Registrant 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 the Registrant. In all other cases, the Registrant
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 the Registrant, unless it
is determined that he or she breached or failed to perform a duty owed to the
Registrant and the breach or failure to perform constitutes: (i) a willful
failure to deal fairly with the Registrant 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 the Registrant's 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.
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Under Section 180.0833 of the WBCL, directors of the Registrant 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.
Article VIII of the Registrant's Bylaws contains 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 the
Registrant 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following the Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant 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;
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(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 (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
with the Commission 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 re-lating 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
(h) Reference is made to the indemnification provisions described in
Item 6 of this Registration Statement.
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 foregoing provisions, or otherwise,
the Registrant 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 the
Registrant 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, the Registrant 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Neenah, State of Wisconsin, on July 30, 1999.
PLEXUS CORP.
(Registrant)
By: /s/ Peter Strandwitz
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Peter Strandwitz,
Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter Strandwitz, John L. Nussbaum and
Joseph D. Kaufman, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and any other regulatory
authority, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*
/s/ Peter Strandwitz /s/ Harold R. Miller
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Peter Strandwitz, Chairman of the Board, Harold R. Miller, Director
Chief Executive Office and Director
(Principal Executive Officer)
/s/ John L. Nussbaum /s/ Gerald A. Pitner
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John L. Nussbaum, President, Chief Gerald A. Pitner, Director
Operating Officer and Director
/s/ Thomas P. Sabol /s/ Thomas J. Prosser
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Thomas P. Sabol, Chief Financial Officer Thomas J. Prosser, Director
(Principal Financial Officer)
/s/ Lisa M. Kelley /s/ Jan K. Ver Hagen
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Lisa M. Kelley, Treasurer and Principal Jan K. Ver Hagen, Director
Accounting Officer
/s/ David J. Drury
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David J. Drury, Director
*Each of these signatures is affixed as of July 30, 1999.
S-1
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PLEXUS CORP.
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-14553)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION INCORPORATED HEREIN BY FILED HEREWITH
NUMBER REFERENCE TO
<S> <C> <C> <C>
4.1 Restated Articles of Exhibit 3(i) to Plexus' Annual
Incorporation of Plexus Corp., Report on Form 10-K for the
as amended through August year ended September 30, 1998.
13, 1998
4.2 Bylaws of Plexus Corp., as Exhibit 3(ii) to Plexus' Quarterly
amended through November Report on Form 10-Q for the
14, 1996 quarter ended September 30,
1996.
4.3 Shareholder Rights Plan dated Exhibit 4.1 to the Registrant's
as of August 13, 1998 between Current Report on Form 8-K
the Registrant and Firstar Trust dated August 13, 1998.
Co.
5 Opinion of Counsel X
23.1 Consent of X
PricewaterhouseCoopers LLP
23.2 Consent of Counsel Contained in Opinion
filed as Exhibit 5
23.3 Consent of Ernst & Young X
LLP
24 Powers of Attorney Signature Page to this
Registration
Statement
</TABLE>
EI-1
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EXHIBIT 5
QUARLES & BRADY LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202
July 30, 1999
Plexus Corp.
55 Jewelers Park Drive
P.O. Box 156
Neenah, Wisconsin 54957-0156
Re: 1995 SeaMED Corporation Employee Stock Option and Incentive Plan,
1997 SeaMED Corporation Employee Nonqualified Stock Option Plan, and
SeaMED Corporation 1988 Stock Option Plan
Gentlemen:
We are providing this opinion in connection with the Registration
Statement of Plexus Corp. (the "Company") on Form S-8 (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Act"), with
respect to the proposed sale by the Company of up to 171,804 shares of Common
Stock, par value $.01 per share, of the Company (the "Shares") upon the exercise
of options and stock appreciation rights granted under the 1995 SeaMED
Corporation Employee Stock Option and Incentive Plan, 1997 SeaMED Corporation
Employee Nonqualified Stock Option Plan, and SeaMED Corporation 1988 Stock
Option Plan (the "Plans"), which were assumed by the Company and converted into
options to acquire shares pursuant to the Agreement and Plan of Merger by and
among the Company, SeaMED and PS Acquisition Corp. ("Acquisition"), a
wholly-owned subsidiary of the Company, dated as of March 16, 1999 (the "Merger
Agreement"). Pursuant to the Merger Agreement, SeaMED became a wholly owned
subsidiary of the Company through the merger of Acquisition into SeaMED on July
17, 1999. Under the Merger Agreement, each outstanding share of SeaMED Common
Stock, par value $.01 per share ("SeaMED Common Stock"), was converted into .4
(the "Exchange Ratio") shares of Common Stock of the Company and each option to
purchase SeaMED Common Stock outstanding under the Plans was assumed by the
Company and converted into an option to purchase shares of Company Common Stock
on terms adjusted to reflect the Exchange Ratio (a "SeaMED Option").
We have examined (i) the Registration Statement; (ii) the Company's
Restated Articles of Incorporation and Bylaws, as amended to date; (iii) the
Plan; (iv) corporate proceedings
<PAGE> 2
Plexus Corp.
July __, 1999
Page 2
relating to the adoption of the Plan and the issuance of the Shares; and (v)
such other documents and records as we have deemed necessary in order to render
this opinion. In rendering this opinion, we have relied as to certain factual
matters on certificates of officers of the Company and of state officials.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.
2. The Shares, when issued (and in the case of Shares issued upon the
exercise of options, paid for) as contemplated by the Registration Statement and
the Plan, will be validly issued, fully paid and non-assessable by the Company
subject to the personal liability which may be imposed on shareholders by
Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially
interpreted, for debts owing to employees for services performed, but not
exceeding six months service in any one case.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
QUARLES & BRADY LLP
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Plexus S-8
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated October 27, 1998,
relating to the Consolidated financial statements, which appears 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 incorporation by reference of our report on the
financial statement schedule, which is included in such Annual Report on Form
10-K.
PricewaterhouseCoopers LLP
/s/
August 2, 1999
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EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8), pertaining to the SeaMED Corporation 1998 Stock Option
Plan, the 1995 SeaMED Corporation Employee Stock Option and Incentive Plan and
the 1997 SeaMED Corporation Employee Nonqualified Stock Option Plan, of Plexus
Corp. of our report dated August 14, 1998 with respect to the financial
statements of SeaMED Corporation included in the Registration Statement on Form
S-4 and incorporated by reference in the Current Report (Form 8-K) of Plexus
Corp., dated July 23, 1999.
ERNST & YOUNG LLP
/s/
Seattle, Washington
August 2, 1999
