<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 2000
REGISTRATION NO. 333-88095
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PLEXUS CORP.
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S><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)
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COPIES TO:
KENNETH V. HALLETT
QUARLES & BRADY LLP
411 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(414) 277-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this amendment to the registration
statement becomes effective.
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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. [ ]
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THE REGISTRANT HEREBY AMENDS THIS AMENDMENT TO THE 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.
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PROSPECTUS
OF
PLEXUS CORP.
187,500 SHARES OF COMMON STOCK
This prospectus relates to the public offering, which is not being
underwritten, of 187,500 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 June , 2000, the last reported sale price for the common
stock was $ 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 , 2000.
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TABLE OF CONTENTS
<TABLE>
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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.
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<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 it.
If any of the following risks actually occur, they could seriously harm our
business, financial condition or results of operations. In that 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, and markets for some of them have recently tightened. 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, extend lead times,
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, or 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' largest customers account for a high percentage of Plexus'
sales. Plexus had two customers who each represented 10% or more of its fiscal
1999 sales. In recent periods, an increasing percentage of Plexus' sales have
been to its largest customers. 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.
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<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 ACQUIRED OPERATIONS.
On July 23, 1999, Plexus acquired SeaMED Corporation by merger. On
September 1, 1999, Plexus acquired a manufacturing operation in Chicago, and in
January 2000 it acquired an operation in Seattle. On April 28, 2000, Plexus
acquired Agility, Incorporated. Plexus completed its acquisition of certain
Mexican operations of Elamex, S.A. de C.V. on May 23, 2000. Plexus is focused on
adding a presence in western Europe.
Geographical expansion and growth by acquisition can affect Plexus'
operations. The successful integration and operation of an acquired business
requires communication and cooperation among key managers, along with the
transition of customer relationships. Acquisitions also involve risks such as
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 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, including those mentioned above,
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 included 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 HMOs to SeaMED's customers for the cost of
their products. Risk factors relating to the Mexican acquisition, and other
foreign acquisitions, include foreign currency exchange, differences in local
customs and practices, and management integration challenges. In Mexico in
particular, Plexus may experience the effects of any future change in the
Maquiladora program which currently provides exemptions from Mexican import and
export duties, and the need to attract and retain qualified employees in that
labor market.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The discussions in this 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 documents
incorporated by reference into this prospectus for other factors which could
affect Plexus' operations in the future. In particular, the Management's
Discussion and Analysis of Financial Condition and Results of Operations include
discussions of important factors.
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<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 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, Illinois and Massachusetts. Plexus has recently acquired operations
in Juarez, Mexico. 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 unless those
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<PAGE> 8
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, 1999;
- Forms 10-Q for the quarters ended December 31, 1999 and March 31,
2000;
- Forms 8-K dated April 28, 2000 and May 23, 2000;
- The description of Plexus' common stock on Form 8-A, as amended
May 20, 1999; 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 the former
shareholders of Agility. They, and their 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, are the selling shareholders. All information
contained in the table below is based upon their beneficial ownership as of June
__, 2000. 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, her or its 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 Plexus Shares Number of Shares
Names of Selling Shareholders (1) Beneficially Owned Registered for Sale Hereby
----------------------------- ------------------------------ --------------------------
<S> <C> <C>
James F. Hashem (2)(3) 255,405 127,703
Mark A. Hashem (3)(4) 24,324 12,162
Corrine E. Orcutt 10,135 5,068
Joseph W. Tiberio (5) 27,364 13,682
Century Manufacturing 30,405 15,203
Company, Inc. (5)
Ty-Wood Corp. (5) 27,364 13,682
</TABLE>
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(1) Each of the selling shareholders was a shareholder of Agility,
Incorporated, which Plexus acquired on April 28, 2000. As part of that
transaction, Plexus agreed to register the resale of up to 50% of the
Plexus shares which each of the Agility shareholders received in the
transaction.
(2) James Hashem, formerly a director and president of Agility, has become
the general manager of Plexus' New England operations.
(3) James and Mark Hashem are father and son. They disclaim membership in
any group relating to shares of Plexus common stock.
(4) Mark Hashem, formerly a director and Vice President of Agility, has
become the director of operations of Plexus' New England operations.
(5) Joseph Tiberio is a former director of Agility. He controls Century
Manufacturing and Ty-Wood, and is deemed to beneficially own the Plexus
shares which are owned of record by those entities in addition to the
shares which he owns individually. The shares reported as owned
individually do not include the shares owned of record by Century and
Ty-Wood.
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 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" include the persons named in the table
under "Selling Shareholders", donees, pledgees, 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 shareholders.
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.
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<PAGE> 10
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 and/or Rule 145 under the
Securities Act, provided they meet the criteria and conform to the requirements
of those Rules.
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 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 a registration rights agreement among Plexus and the
selling shareholders, all expenses of the registration of the common stock will
be paid by Plexus, including, without limitation, Commission filing fees; the
selling shareholders will pay all underwriting discounts and selling
commissions, if any.
LEGAL OPINIONS
The legality of the shares of Plexus common stock being sold has been
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, 1999
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 for its fiscal years ended June 30,
1998 and 1997, which are referred to in the report of PricewaterhouseCoopers on
Plexus' financial statements, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report included in Plexus' annual
report on Form 10-K for the year ended September 30, 1999 and incorporated
herein by reference. Such report is incorporated herein by reference in reliance
on the authority of such firm as experts in accounting and auditing.
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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 amended
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.................................. $10,000
Accounting fees and expenses............................. $ 8,000
Miscellaneous expenses................................... $4,765
Total.................................................... $25,000
</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
contribution from other directors who assented to such distribution and from
shareholders who knowingly accepted the improper distribution, as provided
therein.
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<PAGE> 12
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.
See attached exhibit list, which is incorporated herein by reference.
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.
(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
10
<PAGE> 13
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 amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Neenah, State of Wisconsin, on June 15, 2000.
PLEXUS CORP.
(Registrant)
By: /s/ John L. Nussbaum
--------------------------------------
John L. Nussbaum
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the 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 Officer)
--------------------------------
Lisa M. Kelley
DAVID J. DRURY* Director
--------------------------------
David J. Drury
/s/ Dean A. Foate Director
--------------------------------
Dean A. Foate
HAROLD R. MILLER* Director
--------------------------------
Harold R. Miller
THOMAS J. PROSSER* Director
--------------------------------
Thomas J. Prosser
/s/ Agustin A. Ramirez Director
--------------------------------
Agustin A. Ramirez
JAN K. VERHAGEN* Director
--------------------------------
Jan K. VerHagen
* By /s/ John L. Nussbaum
---------------------------
John L. Nussbaum, attorney-in-fact
** Each of the above signatures is affixed as of June 15, 2000.
</TABLE>
S-1
<PAGE> 15
PLEXUS CORP.
("PLEXUS" OR THE "REGISTRANT")
(COMMISSION FILE NO. 000-14824)
EXHIBIT INDEX
TO
AMENDMENT NO. 1
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, X
independent auditors
23.3 Consent of Quarles & Brady LLP Contained in Exhibit 5.1
24.1 Powers of Attorney On Signatures page
</TABLE>
EI-1
