-----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, NMNPFaLwfmVdmDtQLHIAimuUCQPCJx6kUqXpGHk0FcI203aRkiJBMqzH7aZIAgJo QCynA7co9akHamGmp4hliA== 0000950124-99-005351.txt : 19991018 0000950124-99-005351.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950124-99-005351 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990723 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991004 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-14824 FILM NUMBER: 99722689 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 8-K/A 1 FORM 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- AMENDMENT No. 1 to CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 ----------------------- Date of Report: July 23, 1999 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 2 This amendment is being filed to include supplemental pro forma financial information, filed in Item 7(b), in addition to the pro forma financial information that was filed with the original Report on Form 8-K. This pro forma information supplements, rather than replaces, the information in the original Report. The information relates to Plexus' acquisition of SeaMED Corporation on July 23, 1999. In addition, certain unaudited financial information for SeaMED for its quarter ended June 30, 1999 is included in Item 5. Item 5. Other Information Set forth below is certain unaudited selected financial information for SeaMED Corporation as of and for the three months ended June 30, 1999 (in thousands): Net sales $14,899 Gross profit (1,551) Operating loss (3,866) Net loss (2,513) Total assets 41,545 Stockholders' equity 28,274
Included in the above operating results is approximately $528,000 of pre-tax costs associated with severance and plant closings and consolidation. Item 7. Financial Statements and Exhibits (b) Pro Forma Financial Information See "Index to Pro Forma Financial Statements--Plexus Corp." on the following page, and the Plexus unaudited pro forma condensed combined financial statements at pages 76 through 81 of the proxy statement/prospectus dated June 10, 1999, forming part of the Registration Statement on Form S-4 (No. 333-80287) of Plexus (the "Prospectus"), which are incorporated herein by reference. (These pages were filed as an exhibit to the original Report.) Plexus and SeaMED had differing fiscal year ends. Since the filing of the original Report, Plexus has confirmed the manner in which fiscal 1999 quarterly periods will be combined when it restates its financial statements to reflect the SeaMED acquisition. (Plexus discussed that review in its original Report on Form 8-K.) Plexus is now amending the Report to include supplemental interim period fiscal 1999 pro forma statements of income. This does not affect the pro forma March 31, 1999 balance sheet or the pro forma statements of income for full fiscal year periods. -2- 3 INDEX TO FINANCIAL STATEMENTS
Page No. in Prospectus ------------- PLEXUS CORP. Unaudited Pro Forma Condensed Combined Financial Information Unaudited Pro Forma Condensed Combined Balance Sheet at March 31, 1999 76 Unaudited Pro Forma Condensed Combined Statements of Income for the six months ended March 31, 1999 and 1998, and for the fiscal years ended September 30, 1998, 1997, and 1996 77 Notes to Unaudited Pro Forma Condensed Combined Financial Statements 80 Supplemental Unaudited Pro Forma Condensed Combined Statements of Income for the six months ended March 31, 1999 Page F-1 herein Notes to Supplemental Unaudited Pro Forma Condensed Combined Financial Statements Page F-2 herein
-3- 4 SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME The following unaudited pro forma condensed combined statements of income combine the historical consolidated statements of income of Plexus and SeaMED giving effect to the merger, as if it had been effective as of the beginning of the periods indicated. This information should be read in conjunction with the historical consolidated financial statements, and notes, of both Plexus and SeaMED. The pro forma financial data presented below does not necessarily indicate the actual financial results which would have occurred if the merger had been completed on the dates indicated, or that may result in the future. SIX MONTHS ENDED MARCH 31, 1999
PRO FORMA PRO FORMA Plexus SEAMED ADJUSTMENTS COMBINED ------ ------ ----------- --------- (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) Net sales........................................ $205,117 $34,633 $239,750 Cost of sales.................................... 175,623 31,251 $ (445)(A) 206,306 (123)(B) -------- ------- ------ -------- Gross profit..................................... 29,494 3,382 568 33,444 Selling and administrative expenses.............. 10,499 2,250 123(B) 12,872 -------- ------- ------ -------- Operating income................................. 18,995 1,132 445 20,572 Other, net....................................... 848 223 1,071 -------- ------- ------ -------- Income before income taxes....................... 19,843 1,355 445 21,643 Income taxes..................................... 7,938 460 155(C) 8,553 -------- ------- ------ -------- Net income....................................... $ 11,905 $ 895 $ 290 $ 13,090 ======== ======= ====== ======== Basic earnings per share......................... $ 0.79 $ 0.16 $ 0.76 Diluted earnings per share....................... $ 0.73 $ 0.16 $ 0.71 Weighted average shares outstanding: Basic.......................................... 14,984 5,519 (3,311)(D) 17,192 Diluted........................................ 16,200 5,658 (3,395)(D) 18,463
See Notes to Supplemental Unaudited Pro Forma Condensed Combined Financial Statements. F-1 5 NOTES TO SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS 1. PENDING MERGER WITH SeaMED. On July 23, 1999, Plexus completed the acquisition of SeaMED in a merger transaction, based upon an exchange formula set forth in the related merger agreement. Each SeaMED share was converted into 0.4 Plexus shares. The supplemental unaudited pro forma condensed combined statements of income for all periods presented give effect to the merger as if it had occurred on October 1, 1995. SeaMED had a fiscal year that ends on the Thursday closest to June 30 of each year. For purposes of the supplemental unaudited pro forma condensed combined statements of income. SeaMED's statements of income for the six months ended March 31, 1999 have been combined with Plexus' consolidated statements of income for the six months ended March 31, 1999. This presentation has the effect of excluding SeaMED's results of operations for the three months ended September 30, 1998 in the unaudited pro forma condensed combined statements of income. Unaudited net sales and net income for SeaMED were $19,376,000 and $1,129,000, respectively, for the three months ended September 30, 1998. SeaMED's results of operations for this period are reflected in shareholders' equity in the unaudited pro forma condensed combined balance sheet at March 31, 1999. 2. ACCOUNTING TREATMENT. The pro forma condensed combined financial statements have been prepared using the pooling of interests method of accounting to give effect to the merger. As a result of the use of the pooling of interests method of accounting for the acquisition, past consolidated financial statements of Plexus are being restated, and therefore the pro forma condensed combined financial statements have been restated to reflect the acquisition as if it had occurred prior to the dates of the statements. The computations of weighted average shares outstanding include the conversion of shares of SeaMED common stock into shares of Plexus common stock and the conversion of options to purchase SeaMED common stock into options to purchase Plexus common stock. 3. EXPLANATION OF PRO FORMA ADJUSTMENTS. The pro forma adjustments are as follows: (A) Adjustment to conform inventory valuation accounting principle used by SeaMED to the inventory valuation accounting principle utilized by Plexus. SeaMED inventories include burden applied to raw materials when such materials are purchased. Plexus records similar costs as period costs. The effect of the adjustment is to remove these costs from SeaMED's total inventory value. (B) Adjustment to reclassify certain salaries and wages of SeaMED to the classification of similar costs utilized by Plexus. SeaMED's accounting policy for recording all bonuses F-2 6 classifies the amount as selling and administrative expense. Plexus' accounting policy for recording bonuses classifies the amount based on the classification of the salaries and wages of these employees receiving the bonus. As a result, a portion of Plexus' bonus is classified as costs of goods sold. Therefore, for conformance purposes, this adjustment reclassifies certain SeaMED bonuses to costs of goods sold. (C) Adjustment to record the effect on income taxes of adjustment (A) above. (D) Adjustment to reflect the conversion rate of 0.4 shares of Plexus common stock issued for each share of SeaMED common stock. F-3 7 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: September 30, 1999 /s/ John L. Nussbaum -------------------------------------------- John L. Nussbaum President and Chief Operating Officer S-1 -----END PRIVACY-ENHANCED MESSAGE-----