11-K 1 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 F O R M 11 - K [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended...................................................... OR [X] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from OCTOBER 1, 1995 to DECEMBER 31, 1995 Commission file number......0-14824...... [Plexus Corp.] A. Full title of the plan and the address of the plan, if different from that of the issuer named below: PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: PLEXUS CORP. 55 JEWELERS PARK DRIVE NEENAH, WISCONSIN 54956 2 [COOPERS & LYBRAND L.L.P. LETTERHEAD] PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN REPORT ON AUDIT OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES FOR THE THREE-MONTH PERIOD ENDED DECEMBER 31, 1995 AND THE YEAR ENDED SEPTEMBER 30, 1995 3 CONTENTS
Pages ----- Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1995 and September 30, 1995 3 Statements of Changes in Net Assets Available for Plan Benefits for the three-month period ended December 31, 1995 and the year ended September 30, 1995 4 Notes to Financial Statements 5-10 Supplemental Schedules: Form 5500, Item 27(a) - Schedule of Assets Held for Investment Purposes, December 31, 1995 11 Form 5500, Item 27(d) - Schedule of Reportable Transactions for the three-month period ended December 31, 1995 12
1 4 [COOPERS & LYBRAND L.L.P. LETTERHEAD] REPORT OF INDEPENDENT ACCOUNTANTS To the Plan Administrator and Employee-Participants We have audited the financial statements of the Plexus Corp. Employee Stock Savings Plan as listed on the accompanying index. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and September 30, 1995, and the changes in net assets available for plan benefits for the three-month period ended December 31, 1995 and the year ended September 30, 1995 in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules as listed on the accompanying index are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects, in relation to the basic financial statements taken as a whole. Coopers & Lybrand LLP Milwaukee, Wisconsin April 30, 1996 2 5 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1995 and September 30, 1995
December September ASSETS 31, 1995 30, 1995 ----------- ----------- Employer Securities Fund $ 7,881,888 $ 7,786,431 Balanced Fund 1,120,194 1,021,279 Diversified Equity Fund 1,011,455 945,735 Principal Fund 595,052 508,925 ----------- ----------- Net assets available for plan benefits $10,608,589 $10,262,370 =========== ===========
The accompanying notes are an integral part of these financial statements. 3 6 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS for the three-month period ended December 31, 1995 and the year ended September 30, 1995
Three-Month Period Ended Year Ended December 31, September 30, 1995 1995 Contributions: Employee pre-tax $ 353,772 $ 1,187,497 Employer 190,209 644,443 ----------- ----------- 543,981 1,831,940 Net appreciation in fair value of investments 41,495 2,916,337 Interest income 10,132 33,316 ----------- ----------- 595,608 4,781,593 ----------- ----------- Withdrawal and distributions to participants (249,389) (286,941) ----------- ----------- Net increase 346,219 4,494,652 Net assets available for plan benefits: Beginning of period 10,262,370 5,767,718 ----------- ----------- End of period $10,608,589 $10,262,370 =========== ===========
The accompanying notes are an integral part of these financial statements. 4 7 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN: The following description of the Plexus Corp. Employee Stock Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. A. GENERAL: The Plan, effective January 1, 1989, is a contributory defined contribution plan covering all employees of Plexus Corp. (the "Company") who have completed one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). B. CONTRIBUTIONS: Employee pre-tax contributions are based on voluntary written elections by the participants directing the Company to defer a stated amount from the participants' compensation. Participants may elect to defer in half percentage increments from a minimum of 1% up to 2.5% of their annual compensation as a basic contribution. In addition, participants may elect to defer up to an additional 7.5% of their annual compensation as a supplemental contribution. The Company will make a matching contribution on behalf of a participant equal to 100% of the basic contribution. All Company matching contributions are allocated to the Employer Securities Fund. There is no Company matching of the supplemental contribution. Contributions are limited by Section 401(k) of the Internal Revenue Code. The Plan allows participants to elect the investment vehicle for their contributions from among several investment options. Investment options consist of an Employer Securities Fund, a Balanced Fund, a Principal Fund, and a Diversified Equity Fund, or any combination of the four, maintained by the Associated Bank, N.A. (the "Trustee"). The Employer Securities Fund invests primarily in the common stock of the Company. The Balanced Fund invests primarily in a combination of equity, fixed income and money market securities (or similar investments), with the objective of producing consistent long-term growth. The Principal Fund invests primarily in guaranteed investment contracts, commercial paper, and other money market securities (or similar investments), with the objective of providing safety of principal while generating interest income. The Diversified Equity Fund invests in a diversified portfolio of common stocks with the goal of producing a high total return from a combination of stock price appreciation and cash dividends. For all four funds, there is no guarantee as to future returns nor is there a guarantee against loss of principal. C. PARTICIPANT ACCOUNTS AND ALLOCATIONS: Each participant's account is credited with the participant's contribution and allocations of Company contributions and Fund investment earnings. Allocations are based on participant account balances in relation to total Fund account balances, as defined by the Plan document. Participants in the Employer Securities Fund are allocated an undivided interest in the shares held by the Fund. At December 31, 1995 and September 30, 1995, the Employer Securities Fund held 465,577 and 462,679 shares of Plexus Corp. common stock valued at $16.625 and $16.625 per share, respectively. 5 8 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED 1. DESCRIPTION OF PLAN, CONTINUED: D. VESTING AND DISTRIBUTIONS: Participants immediately vest in all contributions made to the Plan. Participant accounts are distributable in the form of a lump sum payment or annual installments (period not to exceed the period permitted under Section 401(a)(9) of the code) of cash or in whole shares of Company securities as elected by the participant upon a participant's retirement, termination of employment, death, disability, financial hardship or attainment of age 59-1/2. Participants with account balances exceeding $3,500 as of the distribution determination date may elect to defer distribution until the participant's attainment of age 65 or termination of employment, whichever is later. In any event, participant distributions may not be deferred past April 1 of the calendar year following the year in which the participant attains age 70-1/2. Forfeitures of unclaimed distributions are used to reduce Company matching contributions. E. PLAN TERMINATION: Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of Plan termination, the accounts of the participants shall be nonforfeitable. F. CHANGES TO THE PLAN: The Plan's fiscal year end has been changed from September 30 to December 31. Commencing January 1, 1996, Plexus Corp.'s Employee Stock Savings Plan will be modified. Associated Mutual Funds will be eliminated and replaced with eight mutual funds maintained by Riggs National Bank of Washington, D.C., the new trustee. The new administrator of the Plan will be Godwins, Brooke & Dickenson of Winston-Salem, NC. The new investment advisor will be Robert W. Baird & Co. of Milwaukee, WI. In addition, participants will be allowed to invest up to 15% of their income in increments of 5%. Participants will be allowed to transfer among all of the funds on a daily basis (except Plexus Common Stock which is limited to one transfer per month). The Company match will remain at 2.5% and remain in Plexus Common Stock. 6 9 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED 2. SUMMARY OF ACCOUNTING POLICIES: The significant accounting policies followed by the Plan in presenting these financial statements are as follows: A. INVESTMENTS: Investments in the Employer Securities Fund consist primarily of investments in Company securities which are traded on the NASDAQ exchange and are valued at the last reported sales price on the last business day preceding the valuation date. Investments in the Balanced Fund, the Principal Fund, and the Diversified Equity Fund consist of units of participation, representing an interest in the underlying assets of certain commingled trust funds maintained by the Trustee, rather than ownership of specific assets. The value of a unit of participation is the total value of the respective fund divided by the number of units outstanding. The trusts' investments in securities traded on a national securities exchange are valued at the last reported sales price. Obligations of U.S. Government securities and securities traded on the over-the-counter market are valued at the mean between bid and asked prices. Other securities are stated at fair market value as determined from independent sources. Money market funds held by the trusts are valued at cost which approximates fair value. The market value of all non-money market funds is determined on a monthly basis. Money market funds are valued on a daily basis. Purchases and sales of securities are reflected on a trade-date basis. The Plan presents in the statement of changes in net assets the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. B. INTEREST INCOME: Interest income from securities is recorded as earned on an accrual basis. C. ADMINISTRATIVE EXPENSES: Expenses incurred in the administration of the Plan are paid by the Company and are not reflected within these financial statements. 7 10 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED 3. INVESTMENTS AND FUND ACTIVITY: The current value of investments and other assets in each fund at December 31, 1995 and September 30, 1995 are summarized as follows:
December 31, 1995 ------------------------------------------------------------------ Employer Securities Balanced Diversified Principal Fund Fund Equity Fund Fund Total ------------------------------------------------------------------ Plexus Corp. Common Stock $7,740,218 $ - $ - $ - $ 7,740,218 Associated Bank, N.A. Retirement and Pension Cash Investment Fund 8,824 1,087,762 970,259 579,630 2,646,475 ---------- ---------- ---------- -------- ----------- Total investments 7,749,042 1,087,762 970,259 579,630 10,386,693 Contributions receivable: Employer 75,089 - - - 75,089 Employee 55,878 31,160 39,534 14,227 140,799 Accrued interest income 174 643 515 2,872 4,204 Transfers requested 561 633 804 (1,998) - Other 1,144 (4) 343 321 1,804 ---------- ---------- ---------- -------- ----------- Net assets available for plan benefits $7,881,888 $1,120,194 $1,011,455 $595,052 $10,608,589 ========== ========== ========== ======== =========== September 30, 1995 ------------------------------------------------------------------ Employer Securities Balanced Diversified Principal Fund Fund Equity Fund Fund Total ---------- ---------- ---------- -------- ----------- Plexus Corp. Common Stock $7,692,038 $ - $ - $ - $ 7,692,038 Associated Pension and Profit Sharing Intermediate Term Bond Fund - 382,892 - - 382,892 Associated Pension and Profit Sharing Capital Appreciation Fund - 60,425 91,589 - 152,014 Associated Bank, N.A. Retirement and Pension Cash Investment Fund 35,437 43,263 3,530 452,964 535,194 Associated Pension and Profit Sharing Equity Income Fund - 82,479 140,644 - 223,123 Associated Pension and Profit Sharing Regional Bank Fund - 59,897 90,797 - 150,694 Associated Pension and Profit Sharing Common Stock Fund - 277,234 429,564 - 706,798 Associated Pension and Profit Sharing Foreign Equity Fund - 101,026 165,381 - 266,407 ---------- ---------- ---------- -------- ----------- Total investments 7,727,475 1,007,216 921,505 452,964 10,109,160 Contributions receivable: Employer 52,359 - - - 52,359 Employee 38,298 22,154 27,108 10,118 97,678 Accrued interest income 162 223 34 2,149 2,568 Transfers requested (32,469) (8,280) (2,895) 43,644 - Other 606 (34) (17) 50 605 Net assets available for plan benefits $7,786,431 $1,021,279 $ 945,735 $508,925 $10,262,370 ========== ========== ========== ======== ===========
8 11 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED 3. INVESTMENTS AND FUND ACTIVITY, CONTINUED: A summary of the activity in each of the funds for the three-month period ended December 31, 1995 and the year ended September 30, 1995, follows:
Three-Month Period Ended December 31, 1995 --------------------------------------------------------------------- Employer Securities Balanced Diversified Principal Fund Fund Equity Fund Fund Total ---------- ---------- ---------- --------- ---------- Additions: Contributions: Employer $ 190,209 $ - $ - $ - $ 190,209 Employee 138,437 79,514 99,470 36,351 353,772 Interest income 422 1,148 737 7,824 10,132 Net appreciation/(depreciation) of investments (27,594) 36,775 32,315 - 41,495 ---------- ---------- ---------- --------- ----------- 301,474 117,437 132,522 44,175 595,608 Deductions: Withdrawal and distributions to participants 100,748 22,247 49,507 76,887 249,389 Transfers 105,269 (3,725) 17,295 (118,839) - ---------- ---------- ---------- --------- ----------- Net increase 95,457 98,915 65,720 86,127 346,219 Assets available for benefits: Beginning of year 7,786,431 1,021,279 945,735 508,925 10,262,370 End of year $7,881,888 $1,120,194 $1,011,455 $ 595,052 $10,608,589 ========== ========== ========== ========= =========== Year Ended September 30, 1995 --------------------------------------------------------------------- Employer Securities Balanced Diversified Principal Fund Fund Equity Fund Fund Total ---------- ---------- ---------- --------- ----------- Additions: Contributions: Employer $ 644,443 $ - $ - $ - $ 644,443 Employee 485,663 261,165 318,868 121,801 1,187,497 Interest income 8,142 1,750 481 22,944 33,316 Net appreciation of investments 2,601,126 152,865 162,347 - 2,916,337 ---------- ---------- ---------- --------- ----------- 3,739,374 415,781 481,694 144,745 4,781,594 Deductions: Withdrawal and distributions to participants 186,171 29,290 25,600 45,881 286,942 Transfers 15,034 28,245 23,140 (66,419) - ---------- ---------- ---------- --------- ----------- Net increase (decrease) 3,538,169 358,246 432,954 (20,538) 4,494,652 Assets available for benefits: Beginning of year 4,248,262 663,033 512,781 343,642 5,767,718 ---------- ---------- ---------- --------- ----------- End of year $7,786,431 $1,021,279 $ 945,735 $ 508,925 $10,262,370 ========== ========== ========== ========= ===========
9 12 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED 4. TAX STATUS: The United States Treasury Department advised the Plan on May 15, 1990 that the Plan constitutes a qualified trust under Section 401(a) of the Internal Revenue Code and is therefore exempt from Federal income taxes under provisions of Section 501(a). The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the financial statements. Participants will not be subject to income tax on contributions made on their behalf by the Company nor on the plan earnings credited to their account until such time as they withdraw all or any part of their accumulated balance. 10 13 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN FORM 5500, ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1995
Column A Column B Column C Column D Column E --------------------- --------------------- --------------------------- ---------- ----------- Identity of Issuer, Identity of Borrower, Lessor Current Party Involved or Similar Party Description of Investment Cost Value --------------------- --------------------- --------------------------- ---------- ----------- Plexus Corp. Common stock $4,159,782 $ 7,740,218 Associated Bank, N.A. Associated Bank, N.A. Retirement and Pension Cash Investment Fund 2,646,475 2,646,475 ---------- ----------- $6,806,257 $10,386,693 ========== ===========
* Party-in-interest transactions, which are exempt from prohibited transaction rules under Section 408(b) of ERISA. See Report of Independent Accountants. 11 14 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN FORM 5500, ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS for the three-month period ended December 31, 1995
Column A Column B Column C Column D Column G Column I --------------------- -------------------- ------------------ --------------- -------- --------- Identity of Purchase Selling Cost of Party Involved Description of Asset Price Price Asset Gain --------------------- -------------------- ------------------ --------------- -------- --------- Associated Bank, N.A. Retirement and Pension Cash Investment Fund $2,741,552 (32) $630,271 (37) $630,271 $ -
NOTES: (A) Columns E and F are omitted as they are not applicable. (B) Column H is omitted as such amounts are the same as Column D. (C) Figures in parentheses indicate number of individual transactions in total series. See Report of Independent Accountants. 12 15 [COOPERS & LYBRAND LETTERHEAD] CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Plexus Corp. on Form S-8 (File No. 33-23490) of our report dated December 15, 1995 on our audits of the financial statements and supplemental schedules of the Plexus Corp. Employee Stock Savings Plan as of December 31, 1995 and September 30, 1995, and for the three-month period ended December 31, 1995 and the years ended September 30, 1995 and 1994, which report is included in this Annual Report on Form 11-K. Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Milwaukee, Wisconsin May 13, 1996 16 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN Date: May 19, 1996 /s/ Joseph D. Kaufman ------------------------------------- Joseph D. Kaufman Employee Stock Savings Plan Fiduciary Committee Member