-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UEjH67uawidXDw9gk9J9LJHG8JNGmFU1ZxYaMS89xqHRRnrntbv8ERLYlcuzrylL xq/fBTYYQVNO3uKwWLQjSQ== 0000896131-95-000043.txt : 19951004 0000896131-95-000043.hdr.sgml : 19951004 ACCESSION NUMBER: 0000896131-95-000043 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951002 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLEXUS CORP CENTRAL INDEX KEY: 0000785786 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 391344447 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41520 FILM NUMBER: 95578186 BUSINESS ADDRESS: STREET 1: 55 JEWELERS PARK DR CITY: NEENAH STATE: WI ZIP: 54957-0156 BUSINESS PHONE: 4147223451 MAIL ADDRESS: STREET 1: PLEXUS CORP STREET 2: 55 JEWELERS PARK DR CITY: NEENAH STATE: WI ZIP: 54957-0156 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MULDER ALLAN C CENTRAL INDEX KEY: 0001000254 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10618 SPICEWOOD TRAIL CITY: BOYNTON BEACH STATE: FL ZIP: 33436 BUSINESS PHONE: 4147339011 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Plexus Corp. (Name of Issuer) Common Stock, $0.01 Par Value Per Share (Title of Class of Securities) 729132 10 0 (CUSIP Number) Allan C. Mulder 10618 Spicewood Trail Boynton Beach, FL 33436 (414) 733-9011 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 2, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. SCHEDULE 13D CUSIP No. 729132 10 0 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Allan C. Mulder 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds PF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Florida Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 609,663 8. Shared Voting Power 0 9. Sole Dispositive Power 609,663 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 609,663 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 8.9% 14. Type of Reporting Person IN Item 1. Security and Issuer. Name of Issuer and Address of Principal Executive Offices: Plexus Corp. 55 Jewelers Park Drive P.O. Box 156 Neenah WI 54956 Security to Which This Statement Relates: Common Stock, $.01 Par Value ("Plexus Common") Item 2. Identity and Background. (a)-(c) and (f). This Schedule 13D is filed on behalf of Allan C. Mulder, a Florida resident individual and a United States citizen ("Mulder"). Mulder is retired. The principal address of Mulder is 10618 Spicewood Trail, Boynton Beach, Florida 33436. (d) and (e). During the last five years, Mulder has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On June 29, 1994, Mulder purchased 5,000 shares of Plexus Corp. Class A Preferred Stock ("Plexus Preferred") for cash in a private placement transaction with Plexus. (As further explained below, shares of Plexus Preferred are convertible into shares of Plexus Common.) Such shares of Plexus Preferred were purchased for cash, obtained from personal investment funds. Plexus used a portion of the purchase price to repay secured indebtedness of approzimately $3,000,000 of Plexus to Mulder (which had been lent from Mulder's personal funds). Item 4. Purpose of the Transaction. Mulder has been a long time investor in Plexus, with his interest in Plexus having been acquired, and continuing to be, for investment purposes. Mulder purchased the shares of Plexus Preferred in continuation of that long term investment, and structured under a form which provides current income to Mr. Mulder but provides the opportunity for conversion into Plexus Common. Mulder may purchase additional Plexus shares, or dispose of such shares, in market or private transactions, in the event such actions would be attractive for investment purposes. See also Item 3 above with respect to the repayment of debt. In June 1995, Mulder was elected by the Plexus board of directors to a newly created position on the board. Mulder did not solicit a seat on the Plexus board, but accepted when offered a board position by Plexus. Other than the foregoing, Mulder has no plans or proposals which would result in the acquisition or disposition of Plexus Common Stock or any other action which is enumerated in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) and (b). As of August 8, 1995, Plexus reported outstanding 6,467,776 shares of Plexus Common. As of such date, the undersigned had sold voting and dispositive power with respect to 213,624 shares of Plexus Common, and 5,000 shares of Plexus Preferred. Shares of Plexus Common currently outstanding which are held by Mulder represent 3.3% of the currently outstanding shares of Plexus Common. Pursuant to the terms of Plexus Preferred, Mulder has the right to acquire an additional 396,039 shares of Plexus Common upon full conversion of the Plexus Preferred. Such a conversion would result in a total of 609,663 shares of Plexus Common, representing 8.9% of the outstanding shares of Plexus Common on the date hereof, as computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. If the Plexus Preferred is converted and Mulder acquires the Plexus Common, the shares of Plexus Common acquired upon conversion will be acquired by Mulder with sole voting and dispositive power. (c). Mulder acquired the 5,000 shares of Plexus Preferred on June 29, 1994 in a private placement transaction (which was more than sixty days prior to the first date upon which such shares of Plexus Preferred first became convertible into shares of Plexus Common). Other than the foregoing, there have been no trans- actions by Mulder with respect to Plexus Common Stock during the sixty days preceding the date of this Schedule 13D or the date upon which Mulder was first deemed the beneficial owner of more than 5% of the class of Plexus Common. (d). None. (e). Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than the Preferred Stock Purchase Agreement and the Designation of Series A Preferred Stock (which is a part of the Articles of Incorporation of Plexus), there are no contracts, arrangements, understandings or relationships between Mulder and any other person with respect to any securities of Plexus. Item 7. Material to be Filed as Exhibits. Mulder hereby files, or incorporates into this Schedule 13D by reference, the following exhibits: 1. Preferred Stock Purchase Agreement dated as of June 29, 1994 between Mulder and Plexus. 2. Plexus' Restated Articles of Incorporation, as amended through June 29, 1994, including the designation of Series A Preferred Stock. (Incorporated by reference from Exhibit 3(i) to Plexus' Report on Form 10-Q for the quarter ended June 30, 1994.) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this state- ment is true, complete and correct. Date: September 19, 1995. /s/ Allan C. Mulder Allan C. Mulder EX-1 2 Exhibit 1 to Mulder 13D PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (Series A Preferred Stock) Plexus Corp. 55 Jewelers Park Drive Neenah, Wisconsin 54956-0156 1. Subscription. The undersigned Allan C. Mulder, a Florida resident (hereinafter referred to as "Buyer"), hereby agrees to purchase and pay for 5,000 shares of Series A Preferred Stock $.01 par value (the "Shares") of Plexus Corp., a Wisconsin Corporation ("Plexus"), in the aggregate amount of $5 million of Series A Preferred Stock, (or $1,000 per share), payable upon acceptance by Plexus of this Subscription. The purchase price for the subscription shall be payable in cash and/or certified check to Plexus. In connection therewith, Plexus shall pay the remaining principal balance (and accrued interest) on the $3 million Note from Plexus to Buyer, such Note shall be cancelled, and Buyer shall release the related Mortgage against real property owned by Electronic Assembly Corporation, a subsidiary of Plexus (forms of the Note and the Mortgage are attached hereto as Exhibit E). It is understood and agreed that this Subscription Agreement is not to become effective until accepted by Plexus. 2. Representations by Buyer. Buyer represents and warrants to Plexus as follows: a. Buyer has not received an offering memorandum in connection with this subscription, but has been provided with the following: i. Reports and statements of Plexus: (a) Annual Report on Form 10-K for the fiscal year ended September 30, 1993. (b) Annual Report to Shareholders for the year ended September 30, 1993. (c) Proxy Statement for Annual Meeting of Shareholders on February 16, 1994. (d) Quarterly Reports on Forms 10-Q for the quarters ended December 31, 1993 and March 31, 1994. ii. The form of designation of Series A Preferred Stock, attached hereto as Exhibit A, including the designations, powers, preferences, qualifications, limitations, restrictions and relative rights of the Series A Preferred Stock. iii. A description of Plexus Common Stock and Series A Preferred Stock, attached hereto as Exhibit B. iv. Certain further information regarding Plexus set forth on Exhibit C hereto. b. Plexus has offered to provide and has in fact provided to Buyer any additional information concerning Plexus requested by Buyer, and Buyer has been provided with the opportunity to ask questions and receive answers concerning the terms and conditions of this transaction and to obtain additional information which Plexus possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information which has been furnished. c. The Shares are being conveyed without registration under the Securities Act of 1933, as amended (the "1933 Act") in reliance upon the exemptions provided under Section 4(2) of the 1933 Act and Regulation D thereunder, as a sale of securities not involving a public offering. As a result of relying on exemptions from registration, the Shares may not be sold, offered for sale, transferred, pledged, or hypothecated in the absence of an effective registration statement under the 1933 Act or an exemption from registration under the 1933 Act and the rules and regulations promulgated by the Securities and Exchange Commission (the "SEC") thereunder. The Shares are not being registered under the laws of any state, and may be subject to additional state restrictions on transfer. The Shares have not been reviewed or passed upon in any manner by the securities commissioner of any state or by the SEC. d. Buyer represents that he is financially able to accept the risks associated with this investment and that he is able to bear the risks of the investment, including the risk of lack of liquidity. Buyer has such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of this investment. Buyer has not employed any person as his investment representative in connection with evaluating the merits and risks of a prospective investment in Plexus. There is no existing market for the Shares. e. The securities are being acquired by Buyer for his own account for investment and not with a view to distribution. Buyer has no present intention of selling or otherwise disposing of any of these securities and has no present intention of dividing the same with others. Buyer does not contemplate any sale of any of the securities upon the occurrence or nonoccurrence of any predetermined event or circumstance. Buyer has no present or contemplated agreement, undertaking arrangement, obligation, indebtedness or commitment providing for, or which is likely to compel a disposition in any manner of the securities. Buyer is unaware of any circumstances presently in existence or likely to occur which are likely to promote in the future any disposition of the securities. f. Neither Plexus nor any of its officers, directors, or others is in any way obligated in the future to register any of the Shares under the 1933 Act or any state securities law, or to provide any information necessary to facilitate disposition of any of the Shares under any exemption from registration provisions under the 1933 Act. g. Buyer is a bona fide resident of the State of Florida. Florida law provides that if sales of Series A Preferred Stock are made to five or more persons in Florida, any such sale is voidable by the purchaser in such sale either within three days after the first tender of consideration is made by the purchaser to Plexus, or within three days after the availability of that privilege is communicated to the purchaser, whichever occurs later. h. Buyer has full right and authority to execute, deliver and perform this Agreement to acquire the Shares. i. The execution of this Subscription Agreement, the issuance of the Series A Preferred Stock, and the matters set forth on Exhibit C hereto may be considered material non-public information until they have been publicly disclosed by Plexus. Therefore, the Buyer will refrain from any and all trading in Common Stock of Plexus until such matters have been publicly disclosed by Plexus. 3. Accredited Investor. Buyer is an "accredited investor," as defined in Rule 501(a) of Regulation D promulgated by the SEC under the 1933 Act. A copy of Rule 501(a) is attached as Exhibit D hereto. 4. Counsel. Buyer has relied upon Buyer's own counsel and other advisors to the extent he deems necessary as to all matters and questions concerning the purchase of the Shares and has not relied upon any opinion of Plexus or its counsel. 5. Legended Certificate. Buyer understands that the certificate(s) representing the securities purchased, including any shares of Common Stock to be issued upon conversion of the Shares, will bear a restrictive legend referring to the restrictions on transfer thereof resulting from their issuance without registration under the securities laws, in a form substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES, BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS THEREFROM. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE LAWS OF ANY STATE IN WHICH THEY ARE OFFERED OR SOLD, OR AN OPINION OF COUNSEL SATISFACTORY TO PLEXUS CORP. (UNLESS WAIVED BY IT) THAT REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS. 6. Reliance; Indemnification. Buyer acknowledges that Plexus will issue the Shares in reliance upon the representations and warranties made by Buyer herein. Buyer agrees to indemnify Plexus and its officers, directors, shareholders and affiliates from any and all loss, damage, expense or liability (including reasonable attorneys' fees) arising out of a breach of Buyer's representations and warranties in this Subscription Agreement. Dated this 29 day of June, 1994. /s/ Allan C. Mulder Allan C. Mulder Address: 10618 Spicewoood Trail Boynton Beach, FL 33436 Social Security Number: [omitted herein for confidentiality] Subscription accepted this 29th day of June, 1994. PLEXUS CORP. By: Joseph D. Kaufman Vice President -----END PRIVACY-ENHANCED MESSAGE-----