<PAGE> 1
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
-----------------------
Date of Report: July 14, 2000
PLEXUS CORP.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 000-14824 39-1344447
--------------------------------- --------- ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number Identification No.)
55 Jewelers Park Drive, Neenah, Wisconsin 54957-0156
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(920) 722-3451
--------------
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
On July 14, 2000, Plexus Corp. completed its previously announced
acquisition of Keltek (Holdings) Limited pursuant to a Share Purchase Agreement
dated as of June 26, 2000. Under the agreement, Plexus acquired all of the
outstanding shares of Keltek through Plexus Corp. Limited, a wholly-owned Plexus
subsidiary. Keltek therefore became an indirect wholly-owned subsidiary of
Plexus. In the transaction, Plexus paid an aggregate of US $29.4 million. Of
that amount, US $18.7 million was paid to Keltek shareholders in cash, Plexus
assumed Keltek obligations of approximately US $3.6 million, and Plexus issued
(through the subsidiary) loan notes with a principal balance of US $7.1 million.
The notes are due December 31, 2005 (subject to rights of the note holders to
require earlier payment in certain circumstances), and bear interest at LIBOR
minus 1%, as computed at the beginning of each interest period. Plexus obtained
the funds for the cash portion of the transaction from a recently expanded line
of credit; Plexus' lenders waived certain provisions of that agreement to permit
the loan notes.
The Share Purchase Agreement was negotiated at arm's length between the
officers of Plexus and the officers and shareholders of Keltek. None of those
persons were affiliated with the other party, its affiliates, its directors and
officers and their associates. Both parties were also assisted in the
negotiations by counsel, neither of which is affiliated with the other party.
Plexus is accounting for the Keltek acquisition using the purchase
method of accounting. Therefore, the effects of the acquisition will be
reflected on Plexus' books from and after the date of acquisition.
Keltek, headquartered in Kelso, Scotland, UK, is an electronic
manufacturing service provider, which currently focuses on PCB assembly and box
build services; Keltek also has a complementary engineering team. For its fiscal
year ended March 31, 2000, Keltek had net sales of UK L.37.3 million (or US
$55.6 million, assuming the current exchange rate). Keltek has two facilities.
Its Kelso facility comprises approximately 37,000 square feet. Construction has
begun on a replacement facility in Kelso, which will be leased, with
approximately 57,000 square feet. Although the schedule could be affected by
future construction or other delays, construction is expected to be completed by
late summer. Keltek's second location, a 40,000 square foot facility in Maldon,
England, is company-owned. The acquisition provides Plexus with its first
assembly facilities outside of North America.
Cautionary Statement regarding Forward-Looking Statements:
The statements contained in this filing which are not historical facts
(such as statements in the future tense and statements including "believe,"
"expect," "intend," "anticipate" and similar concepts) are forward-looking
statements that involve risks and uncertainties. These risks include Plexus'
challenges in integrating the acquired operations; these challenges could be
particularly complex in this acquisition because they are foreign operations
involving additional factors such as currency exchange risks, the effects of
local customs and practices, the need to attract and retain qualified employees
in the local labor markets, the distance from other Plexus operations, and
management integration. Other risks include, but are not limited to, the level
of
-2-
<PAGE> 3
overall growth in the electronics industry, Plexus' ability to secure new
customers and maintain its and the acquired operation's current customer base,
the results of cost reduction efforts, material cost fluctuations and the
adequate availability of components and related parts for production, the effect
of changes in average selling prices, the risk of customer delays or
cancellations in both on-going and new programs, the effect of start-up costs of
new programs and facilities, the effect of economic conditions, the impact of
increased competition and other risks detailed in Plexus' other Securities and
Exchange Commission filings.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Not required, as Keltek does not meet the significance tests
which would require such financial statements.
(b) Pro Forma Financial Information
Not required, as Keltek does not meet the significance tests
which would require such pro forma financial statements.
(c) Exhibits
See the Exhibit Index, following the signatures to this
Report, which Exhibit Index is incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 20, 2000 /s/ Thomas B. Sabol
------------------------------------------
Thomas B. Sabol
Chief Financial Officer
-3-
<PAGE> 4
PLEXUS CORP.
EXHIBIT INDEX
to
FORM 8-K CURRENT REPORT
Dated as of July 14, 2000
<TABLE>
<CAPTION>
Exhibit Filed Herewith
Number Description --------------
------ -----------
<S> <C> <C>
2.1 Share Purchase Agreement dated as of June 26, 2000 by X
and among Plexus Corp. Limited (f/k/a "Lycidas (323)
Limited"), Plexus and the shareholders of Keltek*
2.2 Form of Loan Notes of Plexus Corp. Limited (f/k/a X
"Lycidas (323) Limited")
10.1 Amended and Restated Credit Agreement dated as of June X
15, 2000 by and among Plexus, Firstar Bank, NA, Harris
Trust and Savings Bank, and Bank One, NA.
</TABLE>
* Excluding exhibits and schedules, which will be provided to the Commission
upon request.
EI-1
