SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
PLEXUS CORP.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1344447
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
55 JEWELERS PARK DRIVE, NEENAH, WI 54957-0156
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act
is effective pursuant to General and is effective pursuant to
Instruction A.(c), please check General Instruction A.(d),
the following box. /__/ please check the following
box. /__/
Securities Act registration statement file number to which this
form relates____ n/a _____
(If applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class to be so Name of each exchange on which
registered each class is to be registered
None None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $.01 par value
(Title of Class)
____________________
This Amendment No. 2 is filed to update Item 1 to reflect various
developments relating to Plexus' common stock such as the
adoption of the Plexus shareholder rights plan, the conversion of
a former class of preferred stock, and statutory changes.
ITEM 1. DESCRIPTION OF PLEXUS'S SECURITIES TO BE REGISTERED.
The class of securities registered is common stock, $.01 par
value, of Plexus Corp. The Plexus restated articles of
incorporation authorize Plexus to issue 60,000,000 shares of
common stock and 5,000,000 shares of preferred stock, $.01 par
value. The preferred stock may be issued in such series, and
with such designations, as the Board of Directors may specify at
the time of issuance. The Articles currently designate 1,000,000
of the preferred shares as Series A Junior Participating
Preferred Stock (the "Series A Preferred Stock" ).
The holders of Plexus common stock are entitled to one vote
for each share held of record on each matter submitted to a vote
of shareholders. Shareholders have no cumulative voting rights,
which means that the holders of shares entitled to exercise more
than 50% of the voting rights are able to elect all of the
directors. The articles do not provide for classification of the
Board of Directors.
Subject to any prior rights of holders of preferred stock,
dividends may be paid to holders of common stock when, as and if
declared by the Board of Directors out of funds legally available
therefor, subject to any contractual restrictions on the payment
of dividends. If Plexus is liquidated, dissolved or wound up,
the holders of common stock will be entitled to receive their pro
rata share of the assets of Plexus remaining after payment or
provision for payment of its debts and other liabilities and the
amount of any preferred stock liquidation preference.
The outstanding shares of Common Stock are fully paid and
nonassessable, except for the statutory liability of shareholders
under Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law. That section 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, this limitation
has been interpreted by a Wisconsin trial court to mean the
consideration paid to the corporation for such shares.
The holders of common stock are not entitled to any
preemptive, subscription, redemption or conversion rights.
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
Voting Rights. Each share of Series A Preferred Stock
entitles the holder to 100 votes on each matter voted on by
shareholders. The holders of Series A Preferred Stock vote
together as a single class with the common stock and each other
class of capital stock having general voting rights, except as
otherwise required by law. The affirmative vote of holders of at
least two-thirds of the outstanding shares of Series A Preferred
Stock is required to amend the articles in any manner which would
materially and adversely alter or change the powers, preferences
or other rights of the Series A Preferred Stock.
Dividends and Distributions. Each share of Series A
Preferred Stock entitles the holder to receive dividends (other
than dividends payable in common stock) in the same form as
declared on the common stock in an amount equal to 100 times the
dividend payable on the common stock. The right to receive
dividends is subject to the rights of any class of capital stock
ranking senior to the Series A Preferred Stock, but is in
preference to the holders of common stock and any class of
capital stock ranking junior to the Series A Preferred Stock.
If the payment of dividends or other distributions on the
Series A Preferred Stock is in arrears, Plexus may not: (1) pay
dividends on or acquire (directly or through any subsidiary) any
shares of common stock or any other class of capital stock
ranking junior to the Series A Preferred Stock; or (2) pay
dividends on or acquire (directly or through any subsidiary) any
shares of any class of capital stock ranking on a parity with the
Series A Preferred Stock unless the dividends are paid pro rata
among all such classes or any such purchase is effected pursuant
to an offer to purchase made to all holders of such shares on
terms and conditions determined by Plexus to be fair and
equitable.
Liquidation. If Plexus is liquidated, holders of the Series
A Preferred Stock would be entitled to receive all accrued but
unpaid dividends plus for each share an amount equal to the
greater of $1.00 or 100 times the amount to be distributed to
each share of common stock, before the distribution of any
proceeds of the liquidation to holders of common stock or any
other class of capital stock ranking junior to the Series A
Preferred Stock.
Other Rights. The holders of Series A Preferred Stock do
not have any conversion rights, put rights or preemptive rights.
The Series A Preferred Stock is not subject to redemption. In
the event of any merger or other transaction in which shares of
common stock are converted into or exchanged for property or
other capital stock, each share of Series A Preferred Stock would
be converted into 100 times the amount of such property or
capital stock into which the common stock is converted or
exchanged.
Adjustment of Rights. Each of the above-described multiples
relating to voting power, dividends, liquidation preference and
property or other capital stock to be received upon a merger or
other transaction is subject to adjustment to reflect the effect
of any increase or decrease in the amount of outstanding common
stock due to a dividend payable in common stock or any stock
split or reverse stock split.
Presently, there are no outstanding shares of Series A
Preferred Stock. However, each share of common stock includes an
associated right, not presently exercisable, to purchase 1/100th
of a share of Series A Preferred Stock, as discussed below under
Shareholder Rights Plan.
SHAREHOLDER RIGHTS PLAN
Plexus has in effect a shareholder rights plan in connection
with which Plexus has entered into a Shareholder Rights Agreement
with Firstar Trust Co., as rights agent. The rights plan
provides for a dividend distribution of one preferred stock
purchase right to be attached to each outstanding share of Plexus
common stock. The right associated with each outstanding share
of common stock entitles the holder to buy 1/100th of a share of
Series A Preferred Stock for $108. The rights are not currently
exercisable or transferable apart from the common stock.
The rights will become exercisable 10 business days after a
person or group acquires 15% or more of the outstanding Plexus
common stock (thus becoming an acquiring person ) or commences
or publicly announces the intent to commence a tender or exchange
offer that would cause such person's or group's beneficial
ownership to equal 15% or more of the outstanding common stock,
subject to certain exceptions. After the rights become
exercisable, each right would then entitle the holder (other than
the acquiring person) to purchase common stock that has a market
value of twice the exercise price of the right. If after the
rights become exercisable Plexus or a specified portion of its
assets is acquired in a merger or other business combination
transaction, each exercisable right would then entitle the holder
to purchase common stock of the acquiring person or an affiliate
that has a market value of twice the exercise price of the right.
Subject to certain exceptions, each right is redeemable by Plexus
for $.01 at any time prior to the time the rights become
exercisable. The rights expire on August 11, 2008.
The rights issued under the Plexus shareholder rights plan
may make any merger or other acquisition of Plexus prohibitively
expensive unless it is approved by the Board of Directors,
because the rights allow Plexus shareholders to purchase the
voting securities of Plexus or a potential acquirer at one-half
of their fair market value.
CERTAIN STATUTORY PROVISIONS
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
these statutory provisions.
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
* 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.
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. 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 a
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 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.
The foregoing provisions of Wisconsin law and the Plexus
shareholder rights agreement, the ability to issue additional
shares of the common stock and preferred stock without further
shareholder approval (except as may be required by the Nasdaq
Stock Market corporate governance standards) and the ability of
the Board of Directors to fix the designations of further classes
of preferred stock (including the ability to issue preferred
stock with substantial voting rights) could have the effect,
among others, of discouraging take-over proposals for or impeding
a business combination involving Plexus.
* * * * * * *
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, Plexus has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
PLEXUS CORP.
By: /s/ Joseph D. Kaufman
Joseph D. Kaufman
Vice President, Secretary and
General Counsel
Date: May 18, 1999
