-----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, OJs4XL7G/ao36poEyDR5sks8Y/93hUbWKY9PF/V/44mKQFMr4p8MvWBJ74L2fH5p gwe8fjhfaIWDyKGOrlsF/w== 0000950137-07-013411.txt : 20070831 0000950137-07-013411.hdr.sgml : 20070831 20070831114353 ACCESSION NUMBER: 0000950137-07-013411 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070829 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070831 DATE AS OF CHANGE: 20070831 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14824 FILM NUMBER: 071093488 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 1 c18308e8vk.htm CURRENT REPORT e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 

Date of Report (Date of earliest event reported): August 29, 2007
PLEXUS CORP.
 
(Exact name of registrant as specified in its charter)
         
Wisconsin   000-14824   39-1344447
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number
  (I.R.S. Employer
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
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On August 29, 2007, F. Gordon Bitter retired as Chief Financial Officer of Plexus Corp. Also on that date, the Board elected Ginger Jones as Plexus’ Vice President, Chief Financial Officer. Plexus first announced Ms. Jones’ anticipated succession of Mr. Bitter as Chief Financial Officer on May 10, 2007.
     Ms. Jones, age 43, joined Plexus as its Vice President-Finance in April 2007. Ms. Jones previously served for five years as Vice President, Corporate Controller at Banta Corporation. Ms. Jones’ initial annual salary as Plexus’ Chief Financial Officer is $275,000. Upon her hiring by Plexus in April 2007, she received options to purchase 10,000 shares of common stock at $18.185 per share under the Plexus 2005 Equity Incentive Plan (the “2005 Plan”) and is eligible to receive future grants. Ms. Jones has also entered into a Change in Control Agreement, in the same form as other executive officers, with Plexus. She is participating in the Plexus Variable Incentive Compensation Plan for 2007, and is eligible to participate in the Plexus Executive Deferred Compensation Plan and in other employee benefit plans and programs in the same manner as other executive officers.
     Mr. Bitter is expected to remain employed by Plexus through early February 2008 to provide assistance in transition matters.
     In addition, the Compensation and Leadership Development Committee of the Plexus Board, which administers the 2005 Plan, has adopted a form of stock appreciation rights agreement for use under the 2005 Plan. The adoption was made to facilitate future grants, if any; no awards of stock appreciation rights have yet been made under the 2005 Plan. The form of stock appreciation rights agreement is in accordance with the provisions of, and alternatives provided in, the 2005 Plan. Terms of the specific awards will vary in: the number of shares subject to the awards; the grant price; the date of grant; and identify of the recipients.
Item 7.01. Regulation FD Disclosure
     As part of the press release by which Plexus announced Ms. Jones’ election as Chief Financial Officer, Plexus also announced the election and/or designation of four additional individuals as executive officers. See Exhibit 99.1 hereto, which is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit No.   Description
 
   
10.1
  Form of stock appreciation rights agreement
99.1
  Press release of Plexus of August 30, 2007 regarding new officers.

 


 

* * * * *
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: August 31, 2007      PLEXUS CORP.
(Registrant)
 
 
  By:   /s/ Angelo M. Ninivaggi    
    Angelo M. Ninivaggi   
    Vice President, General Counsel
and Secretary 
 
 

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EX-10.1 2 c18308exv10w1.htm FORM OF STOCK APPRECIATION RIGHTS AGREEMENT exv10w1
 

Exhibit 10.1
PLEXUS CORP.
STOCK APPRECIATION RIGHTS AGREEMENT
     
TO:
  «FIRST_NAME» «LAST_NAME»
DATE:
  «FIRST_NAME»
     In order to provide additional incentive through stock ownership for certain officers and key employees of Plexus Corp. (the “Corporation”) and its subsidiaries, you (the “Grantee”) are hereby granted a Stock Appreciation Right (“SAR”) effective as of                                          (the “Grant Date”), with respect to                                         shares of the Corporation’s Common Stock at a grant price per share of $                                         (the “Grant Price”).
     This SAR is subject to the terms and conditions set forth in this Agreement and in the Plexus Corp. 2005 Equity Incentive Plan (the “Plan”), the terms of which are incorporated herein by reference. This SAR shall become exercisable as follows:
     
Years After   Percentage of Grant
Grant Date   Which May Be Exercised
 
   
Less than 1
  0%
 
   
1 but less than 2
  Fifty percent (50%)
 
   
2 or more
  One hundred percent (100%)
     This SAR will lapse after seven (7) years from the Grant Date and thus may not be exercised thereafter. No part of this SAR is transferable or assignable, in whole or in part, unless otherwise provided for in the Plan.
     You may exercise this SAR provided that it meets all vesting requirements, by logging on to www.etrade.com/stockplans.com or by calling E*Trade at 800.838.0908 in the U.S. or 1.650.599.0125 outside the U.S. The website provides you with detailed instructions on how to exercise SARs as well as other relevant information pertaining to your grant. Keep in mind that if you are considered an “insider” you are subject to blackout restrictions which may prevent exercise during certain time periods referred to as the ‘blackout period”. If you are considered an “insider” you have been notified of the restrictions via email.
     Upon exercise, you will receive the number of shares of Common Stock (rounded down to the nearest whole share) equal to (a) the excess, if any, of the Fair Market Value per share on the exercise date over the Grant Price per share of the SAR, multiplied by (b) the number of SARs being exercised pursuant to such notice, divided by (c) the Fair Market Value per share on the exercise date.
     This SAR shall terminate on the date you cease to be employed by the Corporation or its subsidiaries, except that (i) during the three-month period following the date of such termination

-1-


 

of employment and if such termination is not for cause, you shall be entitled to exercise the SAR granted hereunder to the extent such SAR was exercisable on the date of the termination of your employment, and (ii) during the one-year period following the date of termination of employment due to disability or death, you or your representative shall be entitled to exercise the SAR granted hereunder in full (to the extent not previously exercised). Such three-month or one-year period shall not, however, extend the term of any SAR beyond the date such SAR would otherwise have lapsed.
     Prior to the exercise of an SAR you should consult your tax advisor regarding the tax consequences thereof. No shares shall be issued upon exercise of an SAR until withholding taxes, if any, and any other withholding obligation, if any, have been satisfied (as applicable). The Committee may provide that, if and to the extent withholding of any federal, state or local tax is required in connection with the exercise of an SAR, the Grantee may elect, at such time and in such manner as the Committee may prescribe, to have the Corporation hold back from the shares to be issued, the number of shares of Common Stock calculated to have a Fair Market Value equal to such withholding obligation.
     Under applicable securities laws, you may not be able to sell any shares for a period of time after your purchase, and you must comply with the Company’s Insider Trading Restrictions and Policies (copy attached). The Corporation’s counsel should be consulted on your ability to sell your shares under the 1934 Act.
     The Plan provides that no SAR may be exercised unless the Plan is in full compliance with all laws and regulations applicable thereto.
     No amendment, modification or waiver of this Agreement, in whole or in part, shall be binding unless consented to in writing by the Corporation and no amendment may cause any Grantee to be unfavorably affected with respect to any SAR already granted hereunder.
     Neither the establishment of, nor the awarding of SARs under this Plan shall be construed to create a contract of employment between any Grantee and the Corporation or its subsidiaries; nor does it give any Grantee the right to continue in the employment of the Corporation or its subsidiaries or limit in any way the right of the Corporation or its subsidiaries to discharge any Grantee at any time and without notice, with or without cause, or to any benefits not specifically provided by this Plan, or in any manner modify the Corporation’s right to establish, modify, amend or terminate any profit sharing, retirement or other benefit plans.
     To accept this grant, agreement and other linked materials please logon with your user name and password to www.etrade.com/stockplans.com and select the SARs page. This grant will be listed at the bottom of all prior grants and will be labeled in the status column as “Requires Acceptance”. Clicking on this link will take you to the Grant Acceptance page which will allow you to view and print (recommended) all applicable documents related to this grant. To accept the grant and all applicable documents you will type in your password and click accept. By accepting this grant online you acknowledge and accept this grant and the terms and conditions. You also acknowledge receipt of this Stock Appreciation Rights Agreement, a copy of the 2005 Equity Incentive Plan, and a copy of the Insider Trading Restrictions and Policies. If this grant is not

-2-


 

accepted online within 30 days from the grant date of this Agreement, this SAR will be deemed refused and may be withdrawn.
     The terms of the Plan shall have precedence over any terms in this Agreement that are inconsistent therewith.
         
  PLEXUS CORP.
 
 
  By:   /s/    
       
       
 

-3-

EX-99.1 3 c18308exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
(PLEXUS LOGO)
FOR IMMEDIATE RELEASE
PLEXUS ANNOUNCES GINGER M. JONES AS CFO
AND NAMES SEVERAL OTHER NEW EXECUTIVE OFFICERS
NEENAH, WI, August 30, 2007 — Plexus Corp. (NASDAQ: PLXS) today announced that its Board of Directors has appointed Ginger M. Jones, 43, to the position of Vice President, Chief Financial Officer, effective immediately. Additionally, the Company announced the appointment of several new Executive Officers:
Mike Buseman, 46, is named Sr. VP, Global Manufacturing Operations. Previously, Mr. Buseman has held various management roles in the Company’s manufacturing organization. Mr. Buseman has more than 24 years of electronics industry experience. He holds an MBA from the University of St. Thomas, St. Paul, MN and a BS in Mechanical Engineering from South Dakota State University.
Steve Frisch, 41, is named Sr. VP, Global Engineering Services. Previously, Mr. Frisch has held various management positions in the Company’s engineering services organization. Mr. Frisch has more than 18 years of electronics industry experience. He holds an MS degree in Electrical Engineering from Marquette University and a BS degree in Electrical Engineering and Technology from the Milwaukee School of Engineering.
Todd Kelsey, 42, is named Sr. VP Global Customer Services. Previously, Mr. Kelsey has held various management positions in the Company’s engineering services and manufacturing organizations. Mr. Kelsey has more than 19 years of electronics industry experience. He holds an MBA from the University of Wisconsin, Oshkosh, and MS and BS degrees in Electrical Engineering from the University of Wisconsin, Madison.
YJ Lim, 47, is named Regional President—Plexus Asia Pacific. Previously, Mr. Lim has held various management roles in Plexus’ Asian-Pacific region. He has more than 24 years of electronics industry experience. Mr. Lim holds a BS degree in Mechanical Engineering from Universiti Teknologi Malaysia.
Dean Foate, Chief Executive Officer of Plexus, commented, “On behalf of the Board of Directors, I am pleased to announce the promotions of Ginger, Mike, Steve, Todd and YJ as Executive Officers of Plexus. These additions to the Plexus Leadership Team are consistent with our succession plans, and will help solidify a strong foundation for the Company’s growth trajectory over the coming years. Also, on behalf of the Board and the Company I would also

 


 

like to thank Gordon Bitter for his contributions as CFO over the past five years, and wish him all the best as he prepares for his retirement.”
For further information, please contact:
Kristian Talvitie, Vice President — Marketing, Branding and Communications
920-969-6160 or kristian.talvitie@plexus.com
About Plexus Corp. — The Product Realization Company
Plexus (www.plexus.com) is an award-winning participant in the Electronics Manufacturing Services (EMS) industry, providing product design, test, manufacturing, fulfillment and aftermarket solutions to branded product companies in the Wireline/Networking, Wireless Infrastructure, Medical, Industrial/Commercial and Defense/Security/Aerospace industries.
The Company’s unique Focused Factory manufacturing model and global supply chain solutions are strategically enhanced by value-added product design and engineering services. Plexus specializes in customer programs that require flexibility, scalability, technology and quality. Plexus provides award-winning customer service to more than 100 branded product companies in North America, Europe and Asia.
# # #

 

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