-----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, TTgV3ennrSa/LETnGpF/9gspy2zCAQlBwjL/PDrk77tBQPC0NIRYR8pdoxQb7JHo yaLajnzesMJUo+L+4NBLIA== 0000950124-99-002593.txt : 19990415 0000950124-99-002593.hdr.sgml : 19990415 ACCESSION NUMBER: 0000950124-99-002593 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990414 EFFECTIVENESS DATE: 19990414 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: SEC FILE NUMBER: 333-76245 FILM NUMBER: 99593255 BUSINESS ADDRESS: STREET 1: 55 JEWELERS PARK DR CITY: NEENAH STATE: WI ZIP: 54957-0156 BUSINESS PHONE: 9207223451 MAIL ADDRESS: STREET 1: PLEXUS CORP STREET 2: 55 JEWELERS PARK DR CITY: NEENAH STATE: WI ZIP: 54957-0156 S-8 1 FORM S-8 1 Registration No. 333-_______ As filed with the Securities and Exchange Commission on April 14, 1999 ================================================================================ 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 (Address of Principal Executive Offices) (Zip Code) ------------------ PLEXUS CORP. 1998 STOCK OPTION PLAN (Full title of the plan) ------------------- JOSEPH D. KAUFMAN Copy to Vice President, Secretary and General Counsel KENNETH V. HALLETT PLEXUS CORP. Quarles & Brady LLP 55 Jewelers Park Drive 411 East Wisconsin Avenue P.O. Box 156 Milwaukee, Wisconsin 53202 Neenah, Wisconsin 54957-0156 (Name and address of agent for service) (920) 722-3451 (Telephone number, including area code, of agent for service) ------------------- CALCULATION OF REGISTRATION FEE
========================================================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE(2) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 2,200,000 shares (2)(3) $67,925,000 $18,883.15 - -------------------------------------------------------------------------------------------------------------------------- Preferred Stock Purchase 2,200,000 Rights (4) (4) (4) Rights ==========================================================================================================================
2 (1) The Plan provides for possible adjustment of the number, price and kind of shares covered by options granted or to be granted, and of the number and kind of shares which may be awarded as restricted stock, in the event of certain capital or other changes affecting the Registrant's Common Stock. This Registration Statement therefore covers, in addition to the above stated 2,200,000 shares, an indeterminate number of shares that may become subject to the Plan by means of any such adjustment. The remaining 3,800,000 shares for which options may be granted under the 1988 Plan were already registered under the Registrant's 1988 Stock Option Plan and 1995 Executive Stock Option Plan, which Plans were subsumed into the 1998 Plan. (2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the registration fee, based upon the 2,200,000 shares available (2,200,000 underlying options, of which 600,000 may instead underly SARs), using $30.875 per share, which is the average of the high and low sales prices of the Registrant's Common Stock on April 12, 1999 as reported on NASDAQ/NMS. (3) Under the Plan, the exercise price at which shares may be purchased under each option, and the base price of any SAR, shall equal the Fair Market Value of the Registrant's Common Stock on the day the option is granted. (4) The value attributable to the Preferred Stock Purchase Rights is reflected in the market price of the Common Stock to which the Rights are attached. Includes registration of shares of the Registrant's Preferred Stock and Common Stock underlying such rights. 3 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or given to Plan participants as specified by Rule 428(b)(1) under the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. In accordance with General Instruction E to Form S-8 and because this Registration Statement only registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 relating to the same employee benefit plan is effective, the contents of the following document filed by Plexus Corp. (the "Registrant") with the Securities and Exchange Commission (Commission File No.000-44824) are incorporated herein by reference: The Registrant's Registration Statement on Form S-8 filed on March 2, 1995 (Registration No. 33-23490) relating to the Registrant's 1995 Executive Stock Option Plan (which was merged into the 1988 Plan). ITEM 8. EXHIBITS. See Exhibit Index following Signatures page in this Registration Statement, which Exhibit Index is incorporated herein by reference. -1- 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 April 12, 1998. 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, John L. Nussbaum and Joseph D. Kaufman, and each 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. -------------------- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.* /s/ Peter Strandwitz /s/ Rudolph T. Hoppe - --------------------------------------------------- --------------------------------- Peter Strandwitz, Chairman of the Board, Chief Rudolph T. Hoppe, Director Executive Office and Director /s/ John L. Nussbaum /s/ Harold R. Miller - ---------------------------------------------------- --------------------------------- John L. Nussbaum, President, Chief Operating Officer Harold R. Miller, Director and Director /s/ Thomas P. Sabol /s/ Gerald A. Pitner - ---------------------------------------------------- --------------------------------- Thomas P. Sabol, Vice-President - Finance and Chief Gerald A. Pitner, Director Financial Officer /s/ William F. Denney /s/ Thomas J. Prosser - ---------------------------------------------------- --------------------------------- William F. Denney, Vice-President and Treasurer Thomas J. Prosser, Director (Principal Accounting Officer) /s/ David J. Drury - ---------------------------------------------------- David J. Drury, Director
*Each of these signatures is affixed as of April 12, 1999. S-1 5 PLEXUS CORP. (THE "REGISTRANT") (COMMISSION FILE NO. 0-14553) EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT
EXHIBIT DESCRIPTION INCORPORATED HEREIN BY FILED HEREWITH NUMBER REFERENCE TO 4.1 Restated Articles of Exhibit 3(i) to Plexus' Annual Incorporation of Plexus Corp., Report on Form 10-K for the as amended through August year ended September 30, 1998. 13, 1998 4.2 Bylaws of Plexus Corp., as Exhibit 3(ii) to Plexus' amended through November Quarterly Report on Form 10-Q 14, 1996 for the quarter ended September 30, 1996. 4.3 Shareholder Rights Plan dated Exhibit 4.1 to the Registrant's as of August 13, 1998 Current Report on Form 8-K between the Registrant and dated August 13, 1998. Firstar Trust Co. 4.4 Plexus Corp. 1998 Option Exhibit A to Plexus' definitive Plan proxy statement for its 1998 Annual Meeting of Shareholders. 5 Opinion of Counsel X 23.1 Consent of X PricewaterhouseCoopers LLP 23.2 Consent of Counsel Contained in Opinion filed as Exhibit 5 24 Powers of Attorney Signature Page to this Registration Statement Exhibit 5
EI-2 EX-5 2 OPINION OF COUNSEL 1 EXHIBIT 5 April 12, 1999 Plexus Corp. 55 Jewelers Park Drive P.O. Box 156 Neenah, Wisconsin 54957-0156 Gentlemen: 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 2,200,000 shares of Common Stock, par value $.01 per share, of the Company (the "Shares") upon the exercise of options and stock appreciation rights granted under the Plexus Corporation 1998 Stock Option 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, when issued (and in the case of Shares issued upon the exercise of options, 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 2 Plexus Corp. April 12, 1999 Page 2 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 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 LLP QUARLES & BRADY LLP EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Plexus S-8 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated October 27, 1998 which is included in Plexus Corp. and subsidiaries' Annual Report on Form 10-K for the year ended September 30, 1998. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which is included in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP April 12, 1999 -----END PRIVACY-ENHANCED MESSAGE-----