-----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, DHkeFGD/h1wQ5ozWY0/0TWbKVOYTjPGlFbIK57kopXOU5ykI8UhZ9iR5NWJT/BRg AwUPsHUYYVNk+P7dffNxEw== 0000950124-96-002791.txt : 19960624 0000950124-96-002791.hdr.sgml : 19960624 ACCESSION NUMBER: 0000950124-96-002791 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960621 EFFECTIVENESS DATE: 19960710 SROS: NASD FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06469 FILM NUMBER: 96583648 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 S-8 1 S-8 1 Registration No. 333- As filed with the Securities and Exchange Commission on June 21, 1996 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ PLEXUS CORP. (Exact name of registrant as specified in its charter) WISCONSIN 39-134447 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 JEWELERS PARK DRIVE NEENAH, WISCONSIN 54957-0156 (Address of Principal Executive Offices) (Zip Code) ------------------- PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN (Full title of the plan) ------------------- JOSEPH D. KAUFMAN, ESQ. Vice President, Secretary and General Counsel Copy to: Plexus Corp. KENNETH V. HALLETT, ESQ. 55 Jewelers Park Drive Quarles & Brady Neenah, Wisconsin 54957-0156 411 East Wisconsin Avenue (Name and address of agent for service) Milwaukee, Wisconsin 53202-4497 (414) 722-3451 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ======================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED (1) SHARE(2) PRICE (2) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 350,000 shares $13.0625 $4,571,875 $1,576.51 ========================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the registration fee, based upon $13.0625 per share, which is the average of the high and low sales prices of the Registrant's Common Stock on The NASDAQ Stock Market on June 18, 1996. 2 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT GENERAL INSTRUCTION E INFORMATION. This Registration Statement is being filed to increase the number of securities of the same class as other securities for which an earlier Registration Statement of Plexus Corp. (the "Registrant") on Form S-8 relating to the Plexus Corp. Employee Stock Savings Plan (the "Plan") is effective. Except as set forth below, the Registrant's Form S-8 Registration Statement filed with the Securities and Exchange Commission, as amended by Post-Effective Amendment No. 1 thereto (Registration File No. 33-23490) is hereby incorporated by reference. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Registrant (Commission File No. 0-14824) with the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by reference. (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1995. (b) The Registrant's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1995 and March 31, 1996. (c) The description of the Registrant's Common Stock contained in its Registration Statement on Form 8-A dated July 18, 1986, as amended by Amendment No. 1 thereto dated February 28, 1995. (d) The Plan's Annual Report on Form 11-K for the Plan's fiscal year ended September 30, 1995, filed as Exhibit 99 to the Form 10-K; and (e) The Plan's Transition Report on Form 11-K for the period October 1, 1995 through December 31, 1995. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. -1- 3 ITEM 8. EXHIBITS. See Exhibit Index following Signatures page in this Registration Statement, which Exhibit Index is incorporated herein by reference. -2- 4 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933 (the "1933 Act"), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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 June 20, 1996. PLEXUS CORP. (Registrant) By: /s/ Peter Strandwitz --------------------------------- Peter Strandwitz Chairman and Chief Executive Officer ------------------ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Strandwitz, Thomas B. Sabol and Joseph D. Kaufman, or any one 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. ------------------ S-1 5 Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.* SIGNATURE TITLE /s/ Peter Strandwitz Chairman of the Board and Chief Executive Officer - ------------------------- (Principal Executive Officer and Director) Peter Strandwitz /s/ Thomas B. Sabol Vice President-Finance, and Treasurer (Principal - ------------------------- Financial Officer) Thomas B. Sabol /s/ William F. Denney Vice President and Controller (Principal Accounting - ------------------------- Officer) William F. Denney /s/ Rudolph T. Hoppe Director - ------------------------- Rudolph T. Hoppe /s/ Harold R. Miller Director - ------------------------- Harold R. Miller /s/ Allan C. Mulder Director - ------------------------- Allan C. Mulder /s/ John L. Nussbaum Director - ------------------------- John L. Nussbaum /s/ Gerald A. Pitner Director - ------------------------- Gerald A. Pitner /s/ Thomas J. Prosser Director - ------------------------- Thomas J. Prosser - ------------------ * Each of these signatures is affixed as of June 20, 1996. S-2 6 SIGNATURES Pursuant to the requirements of the 1933 Act, the Plexus Corp. Employee Stock Savings Plan 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 June 20, 1996. PLEXUS CORP. (Registrant) By: /s/ Peter Strandwitz -------------------------------------- Peter Strandwitz, Chairman of Plan Committee of the Plexus Corp. Employee Stock Savings Plan Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following members of the Plan Committee of the Plexus Corp. Employee Stock Savings Plan on June 20, 1996. SIGNATURE TITLE /s/ Peter Strandwitz Chairman - --------------------------- Peter Strandwitz /s/ Joseph D. Kaufman Member - --------------------------- Joseph D. Kaufman /s/ William F. Denney Member - --------------------------- William F. Denney S-3 7 PLEXUS CORP. (THE "REGISTRANT") EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT
EXHIBIT FILED NUMBER DESCRIPTION INCORPORATED HEREIN BY REFERENCE TO HEREWITH - ------- ----------- ----------------------------------- -------- 4.1 Restated Articles of Exhibit 3(i) to Registrant's Incorporation of Registrant Quarterly Report on Form 10-Q for the fiscal quarter ended 6/30/94 5 Opinion of Quarles & Brady X 24.1 Consent of Independent Accountants X 24.2 Consent of Quarles & Brady Included in Exhibit 5 25 Power of Attorney Contained in Signatures Page to this Registration Statement
EI-1 EX-5 2 OPINION OF QUARLES & BRADY 1 EXHIBIT 5 [Quarles & Brady letterhead] June 20, 1996 Plexus Corp. 55 Jewelers Park Drive Neenah, Wisconsin 54957-0156 Gentlemen and Ladies: We are providing this opinion in connection with the Registration Statement of Plexus Corp. (the "Company") on Form S-8 (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), with respect to the proposed sale by the Company of up to 350,000 shares of Common Stock, par value $.01 per share, of the Company (the "Shares") pursuant to the Plexus Corp. Employee Stock Savings Plan (the "Plan"). We have examined: (i) the Registration Statement; (ii) the Company's Restated Articles of Incorporation and Bylaws, as amended to date; (iii) the Plan; (iv) corporate proceedings relating to the adoption of the Plan and the issuance of the Shares; and (v) such other documents and records as we have deemed necessary in order to render this opinion. In rendering this opinion, we have relied as to certain factual matters on certificates of officers of the Company and of state officials. Based upon the foregoing, it is our opinion that: 1. The Company is a corporation validly existing under the laws of the State of Wisconsin. 2. The Shares to be sold from time to time pursuant to the Plan which are original issuance shares will, when issued and paid for as contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and non-assessable by the Company, subject to the personal liability which may be 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 2 Plexus Corp. June 20, 1996 Page 2 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). We consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Act, or that we come within the category of persons whose consent is required by Section 7 of the Act. Very truly yours, /s/ Quarles & Brady QUARLES & BRADY EX-24.1 3 CONSENT OF INDEPENDENT ACCOUNTANT 1 EXHIBIT 24.1 [Coopers & Lybrand L.L.P. letterhead] CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 and the related Prospectus of, our report dated November 17, 1995, with respect to the consolidated financial statements of Plexus Corp. incorporated by reference in its Annual Report on Form 10-K for the fiscal year ended September 30, 1995 (the "1995 10-K"); our report dated December 15, 1995, with respect to the financial statements of the Plexus Corp. Employee Stock Purchase Plan (the "Plan") included in the Plan's Annual Report on Form 11-K for the year ended September 30, 1995, filed as an exhibit to the 1995 10-K; and our report dated April 30, 1996 with respect to the financial statements of the Plan included in the Plan's Transition Report on Form 11-K for the period October 1, 1995 through December 31, 1995. /s/ Coopers & Lybrand L.L.P. Milwaukee, Wisconsin June 17, 1996 -----END PRIVACY-ENHANCED MESSAGE-----