<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1999
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
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) dentification 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
----------------
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. [ ]
<PAGE> 2
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>
========================================================================================================================
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE(2)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE 264,139 SHARES N/A $8,040,391.16 $2,239.23
PREFERRED STOCK PURCHASE RIGHTS (3)
================================== ==================== ==================== ===================== ====================
</TABLE>
(1) THE SHARES OF COMMON STOCK SET FORTH IN THE CALCULATION OF REGISTRATION FEE
TABLE, AND WHICH MAY BE OFFERED PURSUANT TO THIS REGISTRATION STATEMENT,
INCLUDES, PURSUANT TO RULE 416 OF THE SECURITIES ACT OF 1933, AS AMENDED,
SUCH ADDITIONAL NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK THAT MAY
BECOME ISSUABLE AS A RESULT OF ANY STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR
EVENT.
(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 $30.94 AVERAGE OF THE HIGH AND LOW SALES PRICES FOR SHARES OF
PLEXUS COMMON STOCK AS REPORTED ON THE NASDAQ STOCK MARKET ON SEPTEMBER
27, 1999
(3) ISSUED IN TANDEM WITH SHARES OF COMMON STOCK. NO SEPARATE CONSIDERATION IS
PAID FOR THE PLEXUS PREFERRED STOCK PURCHASE RIGHTS.
--------------------
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> 3
PROSPECTUS
OF
PLEXUS CORP.
264,139 SHARES OF COMMON STOCK
This prospectus relates to the public offering, which is not being
underwritten, of 264,139 shares of Plexus Corp. common stock which is held by
the selling shareholders listed on page 6. The selling shareholders may offer
their shares of common stock through public or private transactions, on or off
the Nasdaq Stock Market, at prevailing market prices, or at privately negotiated
prices. Plexus will not receive any of the proceeds from the sale of the shares.
Plexus common stock is listed on the Nasdaq Stock Market, under the symbol
"PLXS." On September 27, 1999, the last reported sale price for the common stock
was $ 31.13 per share.
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS
PROSPECTUS BEFORE PURCHASING ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is September 30, 1999.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
RISK FACTORS.............................................................3
BUSINESS OF PLEXUS.......................................................5
OTHER INFORMATION ABOUT PLEXUS WHICH YOU CAN OBTAIN .....................5
USE OF PROCEEDS .........................................................6
SELLING SHAREHOLDERS ....................................................6
PLAN OF DISTRIBUTION ....................................................7
LEGAL OPINIONS...........................................................8
EXPERTS..................................................................8
</TABLE>
PLEXUS HAS NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS EXCEPT FOR THOSE IN THIS PROSPECTUS. YOU SHOULD NOT RELY
UPON ANY OTHER INFORMATION OR REPRESENTATIONS EVEN IF SOMEONE PROVIDES YOU
WITH THEM, BECAUSE THEY ARE NOT AUTHORIZED BY PLEXUS OR ANYONE ELSE. PLEXUS
DOES NOT IMPLY OR REPRESENT BY DELIVERING THIS PROSPECTUS THAT PLEXUS, OR
ITS BUSINESS, IS UNCHANGED AFTER ITS DATE OR THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME AFTER ITS DATE.
2
<PAGE> 5
RISK FACTORS
Before purchasing the shares offered by this prospectus, you should
carefully consider the risks described below, in addition to the other
information presented in this prospectus or incorporated by reference into this
prospectus. If any of the following risks actually occur, they could seriously
harm our business, financial condition or results of operations. In such case,
the trading price of our common stock could decline and you may lose all or part
of your investment.
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.
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. For example, the September 1999 Taiwan earthquake may affect the
relatively small portion of Plexus' product components that originate in that
country or the global market for the types of components made in Taiwan. Also,
the market place for electronic components has recently firmed, resulting in the
extension of certain component lead-times, the allocation of specific
semi-conductor components and increased prices. Shortages of key components can
interrupt manufacturing, disrupt schedules and production, and create
inefficiencies and component price pressures. 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 canceled, 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.
3
<PAGE> 6
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.
PLEXUS NEEDS TO MANAGE ITS INTEGRATION WITH SEAMED AND OTHERS.
On July 23, 1999, Plexus merged with SeaMED Corporation. On July 15, 1999,
Plexus entered into an agreement in principle to acquire a manufacturing
facility from Shure Incorporated; the first phase of the Shure transaction was
completed on September 1, 1999.
Geographical expansion and growth by acquisition can affect Plexus'
operations. The successful integration and operation of an acquired business,
including SeaMED and the Shure facility, will require communication and
cooperation among key managers, along with the transition of customer
relationships. Acquisitions also involve risks including the retention of key
personnel and customers, the integration of information systems and purchasing
operations, the management of an increasingly larger and more geographically
dispersed business, and the diversion of management's attention from other
ongoing business concerns. In addition, while Plexus anticipates cost savings,
operating efficiencies and other synergies as a result of its acquisitions, 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
anticipated;
- - the extent to which it will achieve cost savings and efficiencies in any
transaction or expansion;
- - that Plexus will successfully manage the integration of new locations or
acquired operations;
- - new capacity will be fully utilized;
- - that inefficiencies will not negatively affect Plexus' results or financial
condition;
- - that any past or future acquisition by Plexus, including that of SeaMED and
the Shure facility, will enhance Plexus' business.
The acquisition of new operations can introduce new types of risks to
Plexus' business. For example, additional risk factors specific to SeaMED's
business and its operations include financing issues associated with SeaMED's
emerging medical customers, Food and Drug Administration requirements associated
with Class III products and pre-market approval of medical devices designed and
manufactured by SeaMED, and the uncertainty of third party reimbursement such as
Medicare, private health insurance companies or health maintenance organization
by SeaMED's customers for the cost of their products.
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.
4
<PAGE> 7
BUSINESS OF PLEXUS
Plexus Corp. is a contract service provider of design, manufacturing and
testing services to the electronics industry, headquartered in Neenah,
Wisconsin. Through its wholly owned subsidiaries, Plexus Technology Group, Inc.,
Plexus Electronic Assembly Corporation and SeaMED Corporation, Plexus provides
product realization services to original equipment manufacturers in the medical,
computer (primarily mainframes, servers and peripherals), industrial,
telecommunications and electronics industries. Plexus offers a full range of
services including product development and design, material procurement and
management, prototyping, assembly, testing, manufacturing, 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, California, Colorado,
Washington and Illinois. Plexus continues to look for opportunities for
geographical expansion that will improve Plexus' ability to perform services to
its customers.
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-3 under the Securities
Act with the Commission which covers the shares of common stock described in
this prospectus. The registration statement has information in addition to the
information in this prospectus. You may obtain that additional information at
the addresses above. This prospectus, and the documents which this 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 prospectus "incorporates by reference" the filings named below. That
means that the contents of those documents are considered to be part of this
prospectus even though they are not actually included with it. Plexus will
provide you with a copy of any of those documents without charge if you are a
record shareholder, or if you are a beneficial owner of securities which are
held in street name. They will not necessarily provide exhibits
5
<PAGE> 8
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.
This 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, March 31 and June
30, 1999;
- Form 8-K dated July 23, 1999, reporting the SeaMED acquisition;
- 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 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 prospectus. They will be incorporated
by reference into this prospectus from the date on which Plexus files such
documents.
USE OF PROCEEDS
The selling shareholders are offering all of the shares of common stock
covered by this prospectus. Plexus will not receive any proceeds from the sale
of these shares.
SELLING SHAREHOLDERS
The following table sets forth the number of shares owned by Mr. R. Scott
Asen, his donees, pledgees or other successors-in-interest selling shares
received from a selling shareholder as a gift, pledge, partnership distribution
or other non-sales related transfer after the date of this prospectus. All
information contained in the table below is based upon their beneficial
ownership as of September 15, 1999. Plexus is not able to estimate the amount of
shares that will be held by the selling shareholders after the completion of
this offering because the selling shareholders may offer all or some of his
shares and because there currently are no agreements, arrangements or
understandings with respect to the sale of any of their shares. The following
table assumes that all of the shares being registered will be sold. The selling
shareholders are not making any representation that any shares covered by the
prospectus will be offered for sale. The selling shareholders reserve the right
to accept or reject, in whole or in part, any proposed sale of shares.
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Name of Selling Shareholders Beneficially Owned Registered for Sale Hereby
- ---------------------------- ------------------ --------------------------
<S> <C> <C>
R. Scott Asen (1)(2) 270,139 264,139
</TABLE>
(1) Mr. Asen received his shares of common stock pursuant to Plexus' merger
with SeaMED Corporation, which occurred July 23, 1999. Of Mr. Asen's 270,139
beneficially owned shares, 6,000 were granted under SeaMED stock options, and
have been separately registered by Plexus.
(2) All the shares beneficially owned by Mr. Asen have been pledged by Mr.
Asen to Bear, Stearns Securities Corp. In the event that Bear, Stearns
Securities were to foreclose on the pledge, it may sell as a selling shareholder
under the prospectus.
This prospectus also covers any additional shares of common stock that
become issuable in connection with the shares being registered by reason of any
stock dividend, stock split, recapitalization or other similar
6
<PAGE> 9
transaction effected without the receipt of consideration which results in an
increase in the number of outstanding shares of Plexus common stock. In
addition, this prospectus covers the preferred stock purchase rights that
currently trade with Plexus' common stock and entitle the holder to purchase
additional shares of common stock under certain circumstances.
PLAN OF DISTRIBUTION
Plexus is registering the Shares on behalf of the Selling shareholders. As
used herein, "Selling Shareholders" includes Mr. Asen, donees, pledgees
(including Bear, Stearns Securities), transferees or other
successors-in-interest selling shares received from a selling shareholder as a
gift, pledge, partnership distribution or other non-sale related transfer after
the date of this prospectus. All costs, expenses and fees in connection with the
registration of the Shares offered hereby will be borne by Plexus. Brokerage
commissions and similar selling expenses, if any, attributable to the sale of
Shares will be borne by the Selling Shareholders. Sales of Shares may be
effected by Selling Shareholders from time to time in one or more types of
transactions (which may include block transactions) on the Nasdaq Stock Market,
in negotiated transactions, through put or call options transactions relating to
the Shares, through short sales of Shares, or a combination of such methods of
sale, at market prices prevailing at the time of sale, or at negotiated prices.
Such transactions may or may not involve brokers or dealers.
The selling shareholders have advised Plexus that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of Shares by the Selling Shareholder.
The selling shareholders may effect such transactions by selling shares
directly to purchasers or through broker-dealers, which may act as agents
or principals. These broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling shareholders and/or the
purchasers of shares for whom the broker-dealers may act as agents or to whom
they sell as principal, or both. Compensation as to a particular broker-dealer
might be in excess of customary commissions.
The selling shareholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the Shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act.
Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling shareholders will be
subject to the prospectus delivery requirements of the Securities Act. Plexus
has informed the selling shareholders that the anti-manipulative provisions of
Regulation M promulgated under the Exchange Act may apply to their sales in the
market.
Selling Shareholders also may resell all or a portion of the Shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of that Rule.
Upon Plexus being notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of Shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling shareholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. In addition, upon Plexus being notified by a
selling
7
<PAGE> 10
shareholder that a donee, pledgee, transferee or other successor-in-interest
intends to sell more than 500 shares, a supplement to this prospectus will be
filed.
In connection with sales of the common stock or otherwise, the selling
shareholder may enter into hedging transactions with broker/dealers, which may
in turn engage in short sales of the common stock in the course of hedging the
positions they assume. The selling shareholder may also sell common stock short
and deliver common stock to close out such short positions, or loan or pledge
common stock to broker/dealers that in turn may sell such securities.
Pursuant to the Merger Agreement between Plexus and SeaMED with the selling
shareholder, all expenses of the registration of the common stock will be paid
by Plexus, including, without limitation, Commission filing fees; provided,
however, that the selling shareholder will pay all underwriting discounts and
selling commissions, if any.
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 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 incorporated by reference in Plexus'
Current Report on Form 8-K dated July 23, 1999 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report incorporated
therein and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such reports given on the
authority of such firm as experts in accounting and auditing.
8
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant will bear no expense in connection with any sale or other
distribution by the selling shareholder of the shares being registered other
than the expenses of preparation and distribution of this Registration Statement
and the prospectus included in this Registration Statement. Such expenses are
set forth in the following table. All of the amounts shown are estimates except
the Securities and Exchange Commission ("SEC") registration fee and the NASD
listing fee.
<TABLE>
<S> <C>
SEC registration fee........................................$ 2,235
Legal fees and expenses.....................................$ 6,000
Accounting fees and expenses................................$ 4,000
NASD listing fee............................................$ 0
Miscellaneous expenses......................................$ 2,765
Total.......................................................$15,000
</TABLE>
Item 15. 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
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<PAGE> 12
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 16. EXHIBITS.
Exhibits
5.1 Opinion of Quarles & Brady LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Quarles & Brady LLP (included in 5.1)
24.1 Power of Attorney (see page S-1)
Item 17. 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.
10
<PAGE> 13
(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 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.
11
<PAGE> 14
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 September 29, 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
<S> <C>
/s/ Peter Strandwitz Chairman of the Board and Chief Executive
- -------------------------------
Peter Strandwitz Officer; Director (Principal Executive Officer)
/s/ John L. Nussbaum President and Chief Operating Officer;
- -------------------------------
John L. Nussbaum Director
/s/ Thomas B. Sabol Chief Financial Officer (Principal Financial Officer)
- -------------------------------
Thomas B. Sabol
/s/ Lisa M. Kelley Treasurer (Principal Accounting
- -------------------------------
Lisa M. Kelley Officer)
/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 September 29, 1999.
S-1
<PAGE> 15
PLEXUS CORP.
("PLEXUS" OR THE "REGISTRANT")
(COMMISSION FILE NO. 000-14824)
EXHIBIT INDEX
TO
FORM S-3 REGISTRATION STATEMENT
The following exhibits are filed with or incorporated by reference in this
Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION INCORPORATED HEREIN FILED
BY REFERENCE TO HEREWITH
<S> <C> <C> <C>
3(i) Restated Articles of Incorporation of Plexus Exhibit 3(i) to Plexus'
Corp., as amended through August 13, Report on Form 10-K for
1998 the 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 of Plexus Exhibit 3(i) above
Corp.
4.2 Shareholder Rights Agreement, dated as of Exhibit 4.1 to Plexus'
August 13, 1998 between Plexus and Report on Form 8-K
Firstar Trust Company as Rights Agent dated August 13, 1998
(the "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 the X
legality of the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP, X
Plexus' independent accountants
23.2 Consent of Ernst & Young LLP, independent auditors X
23.3 Consent of Quarles & Brady LLP Contained in Exhibit 5.1
24.1 Powers of Attorney On Signatures page
</TABLE>
EI-1
<PAGE> 1
EXHIBIT 5.1
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497
September 29, 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-3 (the "Registration Statement") filed
under the Securities Act of 1933, as amended (the "Act"), with respect to the
proposed sale of up to 264,139 shares of Plexus common stock, $.01 par value
(the "Shares"), which are issued in tandem with preferred stock purchase rights.
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, and (b) up to 264,139 Shares have been issued in
accordance with the provisions of the Rights 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 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).
<PAGE> 2
Plexus Corp.
September 29, 1999
Page 2
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,
QUARLES & BRADY LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of Plexus Corp. on Form S-3 of our report dated October 27, 1998
relating to the consolidated financial statements of Plexus Corp., and which
appear 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 Prospectus which is part of this Registration
Statement.
PRICEWATERHOUSECOOPERS LLP
Milwaukee, Wisconsin
September 29, 1999
<PAGE> 1
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) of Plexus Corp. for the registration of
264,139 shares of its common stock and to the incorporation by reference therein
of our report dated August 14, 1998 with respect to the financial statements of
SeaMED Corporation incorporated by reference in the Current Report on Form 8-K
of Plexus Corp. dated July 23, 1999 filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Seattle, Washington
September 29, 1999
