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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PLEXUS CORP.
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(Exact name of registrant as specified in its charter)
WISCONSIN 39-1344447
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
55 JEWELERS PARK DR., NEENAH, WI 54957-0156
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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N/A N/A
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
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(Title of class)
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This Amendment is filed to reflect Plexus' two-for-one stock split on August 31,
2000 and a November 14, 2000 amendment to the Rights Agreement.
Item 1. Description of Registrant's Securities to be Registered
On August 13, 1998, the Board of Directors (the "Board") of Plexus
Corp. (the "Company") declared a dividend of one preferred stock purchase right
(a "Right") for each outstanding share of Common Stock, no par value per share
(the "Common Stock"), of the Company. The terms of the Rights are set forth in
the Shareholder Rights Agreement dated as of August 13, 1998, as amended and
restated on November 14, 2000 (the "Rights Agreement") between the Company and
Firstar Bank, N.A., as Rights Agent (the "Rights Agent").
The dividend was paid on August 27, 1998 (the "Record Date") to the
holders of record of the Common Stock at 5:00 p.m. Central time on such date.
Except as described below, each Right entitles the holder thereof, at any time
on or after the Business Day (as hereinafter defined) following the Distribution
Date (as hereinafter defined) and prior to the earliest of the close of business
on the "Final Expiration Date" (as hereinafter defined) and the time at which
such Rights are exchanged, to purchase from the Company one one-hundredth of a
share of the Company's Series A Junior Participating Preferred Stock, no par
value per share (the "Preferred Shares"), at a price of $280.00 per one
two-hundredth of a Preferred Share, subject to adjustment (the "Exercise
Price"). The Rights may not be exercised until the Business Day after the
Distribution Date.
Initially, the Rights associated with the Common Stock outstanding as
of the Record Date will be evidenced solely by the certificates for shares of
Common Stock, with a copy of a "Summary of Rights" attached thereto.
Certificates for shares of Common Stock delivered by or on behalf of
the Company after the Record Date and prior to the earliest of the Distribution
Date, redemption of the Rights or the Final Expiration Date, either upon
transfer of outstanding shares, including certificates for shares of Common
Stock which were reacquired by the Company and then transferred, or original
issuance of additional shares of Common Stock, will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date,
redemption of the Rights or the Final Expiration Date, the Rights may be
transferred only with the associated shares of Common Stock and the surrender
for transfer of any certificate for shares of Common Stock, with or without a
notation and whether or not a copy of a Summary of Rights is attached thereto,
shall constitute the transfer of the Rights associated with the shares of Common
Stock represented by such stock certificate.
The Rights will separate from the Common Stock upon the earliest to
occur of: (i) the close of business on the tenth Business Day after the first
date on which there shall be, as determined by a majority of the Disinterested
Directors (as hereinafter defined) then in office in their sole discretion, a
public announcement by the Company or any individual, firm, corporation,
partnership, limited liability company, association or other entity, and any
successor of the foregoing (a "Person")
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that such Person has become an Acquiring Person (as hereinafter defined) and
(ii) the close of business on the tenth Business Day (or such later Business Day
as may be determined by action of the Board) after commencement by any Person
(other than an Exempt Person) of, or the first public announcement of the
intention of any Person to commence, a tender or exchange offer if, upon
consummation thereof, such Person would be the beneficial owner of 15% or more
of the outstanding shares of Common Stock (provided, however, that if such
tender or exchange offer is canceled, terminated or otherwise withdrawn prior to
the Distribution Date without the purchase of any Common Stock, such offer shall
be deemed for purposes of the definition of "Distribution Date" never to have
been commenced or publicly announced). The earliest of the dates specified in
clauses (i) and (ii) is the "Distribution Date." After the Distribution Date,
the Rights will be evidenced solely by separate certificates.
An "Acquiring Person" is any Person who or which, together with its
affiliates and associates, has become the beneficial owner of 15% or more of the
shares of Common Stock then outstanding, but does not include (i) the Company,
(ii) any subsidiary of the Company, (iii) any employee stock ownership plan,
employee benefit plan or other compensation program or arrangement of the
Company or of any subsidiary, (iv) any Person holding shares of Common Stock for
or pursuant to the terms of any such plan, program or arrangement set forth in
(iii) above, (v) any Person who becomes the beneficial owner of 15% or more of
the outstanding Common Stock solely as a result of an acquisition of Common
Stock by the Company, until such time as such Person acquires additional Common
Stock, or (vi) any Person who becomes an Acquiring Person without any plan or
intent to seek or effect control of the Company if such Person promptly enters
into an irrevocable commitment promptly to divest and thereafter promptly
divests such Common Stock so that such Person ceases to be the beneficial owner
of 15% or more of the outstanding Common Stock (the Persons specified in clauses
(i) through (vi) being herein collectively called "Exempt Persons").
"Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in the State of Wisconsin are authorized or
obligated by law or executive order to close. A "Disinterested Director" is any
member of the Board. A "Restricted Person" is an Acquiring Person, or any
affiliate or associate thereof.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to the
holders of record of the Common Stock as of the close of business on the
Distribution Date. Each share of Common Stock issued by the Company after the
Distribution Date and prior to the Final Expiration Date, including shares of
Common Stock issued by reason of the exercise of any option, warrant, right
(other than the Rights) or conversion or exchange privilege (other than the
Rights) or convertible or exchangeable security issued by the Company prior to
the Distribution Date, will be accompanied by a Right (unless the Board
expressly provides to the contrary at the time of issuance of any such option,
warrant, right or convertible or exchangeable security), and Rights Certificates
evidencing such Rights will be issued at the same time as the certificates for
the associated shares of Common Stock.
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The Preferred Shares receivable upon exercise of the Rights will not be
redeemable. Each Preferred Share will entitle the record holder thereof to
receive a preferential dividend equal to 100 times the aggregate per share
amount of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions (other than
in shares of Common Stock) declared on the Common Stock, adjusted to give effect
to any dividend on the Common Stock payable in shares of Common Stock or any
subdivision, combination or reclassification of the Common Stock (a "Dilution
Event"). In the event of liquidation of the Company, the holder of each
Preferred Share will be entitled to receive a preferential liquidation payment
equal to the greater of $1.00 and 100 times the aggregate per share amount to be
distributed to the holders of the Common Stock, adjusted to give effect to any
Dilution Event, plus an amount equal to accrued and unpaid dividends and
distributions on such Preferred Share, whether or not declared, to the date of
such payment. Each Preferred Share will entitle the holder thereof to 100 votes
on all matters submitted to a vote of the shareholders of the Company, voting
together as a single class with the holders of the Common Stock and the holders
of any other class of capital stock having general voting rights, adjusted to
give effect to any Dilution Event. In the event of any merger, consolidation or
other transaction in which the outstanding shares of Common Stock of the Company
are exchanged for or converted into other capital stock, securities, cash or
other property, each Preferred Share will be similarly exchanged or converted
into 100 times the per share amount applicable to the Common Stock, adjusted to
give effect to any Dilution Event. The Rights will expire on the close of
business on August 12, 2008 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or the Rights are earlier redeemed or exchanged by
the Company. Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
In the event that (i) a Person becomes an Acquiring Person or (ii) a
Person (other than an Exempt Person) commences or first publicly announces the
intention of a Person (other than an Exempt Person) to commence a tender or
exchange offer if, upon the consummation thereof, such Person would be the
beneficial owner of 15% or more of the shares of Common Stock outstanding,
proper provision will be made so that the registered holder of each Right (other
than Rights beneficially owned by a Restricted Person or their designated
transferees) will thereafter have the right, unless the Rights are earlier
redeemed, exchanged or expire, to acquire, upon exercise and payment of the
Exercise Price, to receive the number of shares of Common Stock which, at the
time of the occurrence of such event, will have a market value equal to two
times the then current Exercise Price. After a Flip-In Event, all rights which
are, or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by a Restricted Person or designated transferees therefrom,
will be or become void. Under no circumstances may a Right be exercised unless
the Company's option to redeem the Rights has expired.
At any time after a Flip-In Event and prior to the time that any Person
(other than an Exempt Person), together with its affiliates and associates, has
become the beneficial owner of 50% or more of the outstanding shares of Common
Stock, the Board may direct that all or any part of the outstanding and
exercisable Rights (other than Rights which have become void) be exchanged for
shares of Common Stock at the exchange rate of one share of Common Stock per
Right, adjusted
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to give effect to any Dilution Event. Any partial exchange will be effected pro
rata among the registered holders of the Rights based upon the number of Rights
held. If, on or after the occurrence of a Flip-In Event: (i) the Company merges
into or consolidates with an Interested Shareholder (as hereinafter defined) or,
unless all holders of the Common Stock are treated the same, another Person
(with limited designated exceptions); (ii) an Interested Shareholder or, unless
all holders of the Common Stock are treated the same, another Person (with
limited exceptions) merges into the Company and either (A) all or part of the
outstanding shares of Common Stock of the Company are converted into capital
stock or other securities of any other Person (or the Company), cash and/or
other property, or (B) such shares remain outstanding, unconverted and
unchanged; or (iii) the Company sells or transfers 50% or more of its
consolidated assets or earning power in one or a series of related transactions
to an Interested Shareholder or, unless all holders of the Company's outstanding
shares of Common Stock are treated the same, another Person (with limited
exceptions); then proper provision will be made so that the registered holder of
each Right (other than Rights which have become void) will thereafter have the
right to acquire, upon exercise and payment of the Exercise Price, the number of
common shares of the acquiror (or of another Person affiliated therewith) which,
at the time of consummation of such transaction, will have a market value equal
to two times the then current Exercise Price. An "Interested Shareholder" is any
Restricted Person or any affiliate or associate of any other Person in which
such Restricted Person has an interest, or any Person acting, directly or
indirectly, on behalf of or in concert with any such Restricted Person.
The Exercise Price payable and the number and kind of shares of capital
stock issuable upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a dividend payable in Preferred
Shares on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to the holders of the Preferred Shares of certain
options, warrants or rights to subscribe for or purchase Preferred Shares at a
price, or securities convertible into or exchangeable for Preferred Shares with
a conversion or exchange price, less than the then current market price of the
Preferred Shares, or (iii) upon the distribution to the holders of the Preferred
Shares of cash, securities, evidences of indebtedness or other property (other
than a regular quarterly cash dividend or a dividend payable in Preferred
Shares) or options, warrants or rights (other than those referred to in clause
(ii) above). The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right also
are subject to adjustment in the event of a dividend on the Common Stock payable
in shares of Common Stock or a subdivision, combination or reclassification of
the Common Stock occurring, in any such case, prior to the Distribution Date.
With certain specified exceptions, no adjustment in the Exercise Price
will be made until the cumulative adjustments required equal at least 1% of the
Exercise Price. The Company is not required to issue fractional Preferred Shares
(other than fractions which are multiples of one one-hundredth of a Preferred
Share), but in lieu thereof the Company will make a cash payment based upon the
market value of the Preferred Shares on the trading day immediately preceding
the date of exercise.
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At any time prior to the earliest of the Distribution Date and the
Final Expiration Date, the Board may redeem the Rights in whole, but not in
part, at the redemption price of $.005 per Right, adjusted to give effect to any
Dilution Event (the "Redemption Price"); provided, however, that, under certain
circumstances specified in the Rights Agreement, the Rights may not be redeemed
unless there is more than one Disinterested Director in office and such
redemption is approved by at least a majority of such Disinterested Directors.
The redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board, in its sole discretion, may establish.
Immediately after action by the Board directing the redemption of the Rights,
the option to exercise the Rights will terminate, and thereafter each registered
holder of the Rights will only be entitled to receive the Redemption Price
therefor.
Prior to the Distribution Date, the terms of the Rights and the Rights
Agreement may be supplemented or amended by the Board in any manner. From and
after the Distribution Date, the Rights may be supplemented or amended by the
Board, without the approval of the holders of the Rights, in certain respects
which do not materially adversely affect, as determined by the Board (with the
concurrence of at least a majority of the Disinterested Directors), the
interests of such holders (excluding the interests of any Restricted Person);
provided, however, that the Rights Agreement cannot be amended to lengthen (i)
any time period unless such lengthening is approved by at least a majority of
the Disinterested Directors, and such lengthening is for the benefit of the
holders of the Rights (excluding the interests of any Acquiring Person,
affiliate or associate thereof), or (ii) any time period relating to when the
Rights may be redeemed if at such time the Rights are not then redeemable.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in certain circumstances. Accordingly, the existence of the Rights may deter
certain potential acquirors from making certain takeover proposals or tender
offers. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be redeemed
by the Company as described above.
A copy of the Rights Agreement is an exhibit hereto and is incorporated
herein by reference. The foregoing description of the Rights is qualified in its
entirety by reference to the Rights Agreement and the exhibits thereto.
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Item 2. Exhibits
1 Amended and Restated Shareholder Rights Agreement dated as of
August 13, 1998, as amended through November 14, 2000, between
Plexus Corp. and Firstar Bank, N.A. (f/k/a Firstar Trust Co.),
which includes as Exhibit A the Form of Certificate of
Designation, Preferences, Rights and Limitations of Series A
Junior Participating Preferred Stock of Plexus Corp., as
Exhibit B the Form of Rights Certificate, and as Exhibit C a
Summary of Rights to Purchase Shares of Series A Junior
Participating Preferred Stock.
Pursuant to the Rights Agreement, Rights Certificates will not
be mailed until after the earliest of certain events to occur.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
PLEXUS CORP.
Date: December 4, 2000
By: /s/ Thomas B. Sabol
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Thomas B. Sabol
Senior Vice President - Finance and Chief
Financial Officer
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PLEXUS CORP.
FORM 8-A/A REGISTRATION STATEMENT
Exhibit Index
<TABLE>
<CAPTION>
Filed
No. Exhibit Description Herewith
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<S> <C> <C>
1 Amended and Restated Shareholder Rights Agreement dated as of August X
13, 1998, as amended through November 14, 2000, between Plexus Corp.
and Firstar Bank, N.A. (f/k/a Firstar Trust Co.), which includes as Exhibit A
the Form of Certificate of Designation, Preferences, Rights and Limitations
of Series A Junior Participating Preferred Stock of Plexus Corp., as Exhibit
B the Form of Rights Certificate, and as Exhibit C a Summary of Rights to
Purchase Shares of Series A Junior Participating Preferred Stock
</TABLE>
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