-----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, L22nYoGlKyuDGXVJUpCwJxKMfSjWTRru3iyQY+OtGmpTE4o0HxnHCi8r6Q9OESJz zJJECCDo5qiSMY1ts6o0ew== 0000950124-97-005304.txt : 19971015 0000950124-97-005304.hdr.sgml : 19971015 ACCESSION NUMBER: 0000950124-97-005304 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19971014 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: 11-K SEC ACT: SEC FILE NUMBER: 000-14824 FILM NUMBER: 97695124 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 11-K 1 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 F O R M 11 - K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED.................DECEMBER 31, 1996................. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ................... to ................... 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 CONTENTS Pages ----- Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1996 and 1995 3 Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1996 4 Notes to Financial Statements 5-8 Supplemental Schedules: Form 5500, Item 27(a) - Schedule of Assets Held for Investment Purposes, December 31, 1996 9 Form 5500, Item 27(d) - Schedule of Reportable Transactions for the year ended December 31, 1996 10 1 3 [COOPERS & LYBRAND 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 plan benefits as of December 31, 1996 and 1995, and the changes in net assets available for plan benefits for the year ended December 31, 1996 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. /s/ Coopers & Lybrand LLP Milwaukee, Wisconsin September 26, 1997 2 4 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1996 and 1995
1996 ------------------------------------------------------------------------------------------------------ Employer American Quest for Value Vanguard EuroPacific Stock Management MFS Bond Opportunity Index 500 AIM Value Growth Fund Fund Fund Fund Fund Fund Fund ----------- ----------- ----------- ----------- ----------- ----------- ----------- Investments, at fair value $ 8,284,330 $ 475,474 $ 127,306 $ 1,421,760 $ 1,363,226 $ 616,894 $ 345,594 Contribution receivable: Employer 36,211 - - - - - - Employee 10,187 1,922 3,575 13,307 11,272 15,637 9,427 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for plan benefits $ 8,330,728 $ 477,396 $ 130,881 $ 1,435,067 $ 1,374,498 $ 632,531 $ 355,021 =========== =========== =========== =========== =========== =========== =========== 1996 --------------------------------------- AIM Seligman Constellation Frontier Fund Fund Total ----------- ----------- ----------- Investments, at fair value $ 633,828 $ 446,161 $13,714,573 Contribution receivable: Employer - - 36,211 Employee 17,769 12,683 95,779 ----------- ----------- ----------- Net assets available for plan benefits $ 651,597 $ 458,844 $13,846,563 =========== =========== ===========
1995 ---------------------------------------------------------------------- Employer Balanced Diversified Principal Stock Fund Fund Equity Fund Fund Total ----------- ----------- ----------- ----------- ----------- Investments, at fair value $ 7,749,042 $ 1,087,762 $ 970,259 $ 579,630 $10,386,693 Contribution 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 =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 3 5 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS for the year December 31, 1996
Employer American Cash Quest for Value Vanguard EuroPacific Stock Management MFS Bond Opportunity Index 500 AIM Value Growth Fund Fund Fund Fund Fund Fund Fund ----------- ----------- ----------- ----------- ----------- ----------- ----------- Contributions: Employee $ 276,442 $ 49,797 $ 90,601 $ 411,398 $ 347,439 $ 399,162 $ 242,275 Employer 888,397 - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- ----------- 1,164,839 49,797 90,601 411,398 347,439 399,162 242,275 Investment Income: Net appreciation (depreciation) (60,323) - 6,108 259,059 239,324 56,357 25,039 Interest Income 405 21,091 - - - - - ----------- ----------- ----------- ----------- ----------- ----------- ----------- (59,918) 21,091 6,108 259,059 239,324 56,357 25,039 Deductions: Participant withdrawls (447,226) (123,769) (2,993) (105,510) (97,357) (12,565) (7,395) Fees - (30) (40) (163) - (212) (5) Transfers (208,855) 530,307 37,205 870,283 885,092 189,789 95,107 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Net increase (decrease) 448,640 477,396 130,881 1,435,067 1,374,498 632,531 355,021 Net assets available for plan benefits Beginning of period 7,881,888 - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- ----------- End of period $ 8,330,728 $ 477,396 $ 130,881 $ 1,435,067 $ 1,374,498 $ 632,531 $ 355,021 =========== =========== =========== =========== =========== =========== =========== AIM Seligman Diversified Constellation Frontier Balanced Equity Principal Fund Fund Fund Fund Fund Total ----------- ----------- ----------- ----------- ----------- ----------- Contributions: Employee $ 448,065 $ 316,853 $ - $ - $ - $ 2,582,092 Employer - - - - - 888,397 ----------- ----------- ----------- ----------- ----------- ----------- 448,065 316,853 - - - 3,470,429 Investment Income: Net appreciation (depreciation) 35,017 4,097 - - - 564,678 Interest Income - - - - - 21,496 ----------- ----------- ----------- ----------- ----------- ----------- 35,017 4,097 - - - 586,174 Deductions: Participant withdrawls (13,419) (7,405) - - - (817,639) Fees (525) (15) - - - (990) Transfers 182,459 145,314 (1,120,194) (1,011,455) (595,052) - ----------- ----------- ----------- ----------- ----------- ----------- Net increase (decrease) 651,597 458,844 (1,120,194) (1,011,455) (595,052) 3,237,974 Net assets available for plan benefits Beginning of period - - 1,120,194 1,011,455 595,052 10,608,589 ----------- ----------- ----------- ----------- ----------- ----------- End of period $ 651,597 $ 458,844 $ - $ - $ - $13,846,563 =========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 4 6 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 up to 15% of their annual compensation. The Company will make a matching contribution on behalf of a participant equal to 100% of the first 2.5% of the participants' elective deferrals. All Company matching contributions are allocated to the Employer Stock Fund. Contributions are limited by Section 401(k) of the Internal Revenue Code. c. INVESTMENT ALTERNATIVES: Effective January 1, 1996, the Company changed trustees of the Plan from Associated Mutual Funds to Riggs National Bank of Washington, D.C. Effective with the change in trustees, plan participants may direct contributions and their account balances in 5% increments in any of nine investment options maintained by Riggs as follows: AMERICAN CASH MANAGEMENT FUND: A mutual fund which seeks current income and preservation of capital through a money market fund. This fund invests primarily in short-term securities including treasury bills, certificates of deposit and commercial paper. MFS BOND FUND: A mutual fund which seeks to provide a high level of current income consistent with prudent investment risk. This fund invests primarily in investment-grade debt securities and unrated securities of comparable quality. QUEST FOR VALUE OPPORTUNITY FUND: A mutual fund which seeks capital appreciation through investment securities of companies believed to be undervalued in the marketplace. This fund invests primarily in common stock, convertible securities and fixed-income securities. VANGUARD INDEX 500 FUND: A mutual fund which seeks to match the investment performance of the Standard & Poor's 500 Composite Stock Price Index. This fund invests primarily in large-capitalization stocks. AIM VALUE FUND: A mutual fund which seeks to achieve long-term growth of capital by investing primarily in equity securities judged by the fund to be undervalued relative to the appraisal of the companies' current or projected earnings or relative to the equity market in general. 5 7 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED 1. DESCRIPTION OF PLAN, CONTINUED: c. INVESTMENT ALTERNATIVES, CONTINUED: EUROPACIFIC GROWTH FUND: A mutual fund which seeks to achieve long-term growth of capital by investing in securities of issuers located outside the U.S. The fund invests in common stock of both small and large companies of major world markets, as well as in smaller developing countries. AIM CONSTELLATION FUND: A mutual fund which seeks to achieve capital appreciation by investing principally in common stocks with emphasis on medium-sized and smaller emerging growth companies. SELIGMAN FRONTIER FUND: A mutual fund which seeks to achieve capital appreciation through investing in common stocks of small-sized to medium-sized companies with annual revenues of $400 million or less. The fund may also invest in U.S. government securities, corporate debt securities rated AA or higher, prime commercial paper, and certificates of deposit issued by the 100 largest domestic and 50 largest foreign banks. EMPLOYER STOCK FUND: Investments which consist primarily in the common stock of the Company which is traded on the NASDAQ exchange. The remaining balance represents investments in money market funds acquired until stock trades are transacted. d. 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 Stock Fund are allocated an undivided interest in the shares held by the fund. At December 31, 1996 and 1995, the Employer Stock Fund held 494,007 and 465,577 shares of Plexus Corp. common stock valued at $16.750 and $16.625 per share, respectively. e. 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 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. In addition, participant accounts can be rolled over into an individual retirement account ("IRA") or another qualified defined contribution plan. 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. f. 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. 6 8 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED 2. SUMMARY OF ACCOUNTING POLICIES: The Plan prepares its financial statements in conformity with generally accepted accounting principles, which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses during the periods presented. They also affect the disclosures of contingencies. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Plan in presenting these financial statements. a. INVESTMENTS, VALUE AND INCOME RECOGNITION: The Plan's investments are stated at fair value. Shares of the mutual fund accounts are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. 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. Interest income from securities is recorded as earned on an accrual basis. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the financial statements of the Plan. b. ADMINISTRATIVE EXPENSES: Certain expenses incurred in the administration of the Plan are paid by the Company and are not reflected within these financial statements. 3. TAX STATUS: The United States Treasury Department advised the Plan on January 4, 1996 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. 7 9 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED 4. RELATED PARTY TRANSACTIONS: The day-to-day transactions of the Plan are processed by Aon Consulting, Inc. ("Aon"). Aon serves as the administrator of the Plan. Therefore, transactions with Aon qualify as party-in-interest. Fees paid by the Plan to Aon for administrative services amounted to $990 for the year ended December 31, 1996. 8 10 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN FORM 5500, ITEM 27(a), SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1996
Column A Column B Column C Column D Column E - -------- ------------------- ---------------------------------- ------------- ------------ Identity of Issuer, Borrower, Lessor Current or Similar Party Description of Investment Cost Value - -------- ------------------- ---------------------------------- ------------- ------------ * Plexus Corp Common Stock $ 4,948,164 $ 8,274,617 * Riggs National Bank Riggs Money Market Account 9,713 9,713 Riggs National Bank American Funds Cash Management Fund 475,474 475,474 Riggs National Bank MFS Bond Fund 124,506 127,306 Riggs National Bank Quest for Value Opportunity Fund 1,284,583 1,421,760 Riggs National Bank Vanguard Index 500 Fund 1,174,593 1,363,226 Riggs National Bank AIM Value Fund 592,575 616,894 Riggs National Bank EuroPacific Growth Fund 334,091 345,594 Riggs National Bank AIM Constellation Fund 623,406 633,828 Riggs National Bank Seligman Frontier Fund 444,674 446,161 ------------ $ 13,714,573 ============
* Party-in-interest transactions, which are exempt from prohibited transaction rules under Section 408(b) of ERISA. See Report of Independent Accountants. 9 11 PLEXUS CORP. EMPLOYEE STOCK SAVINGS PLAN FORM 5500, ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1996
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 (loss) - ------------------- ---------------------- ---------------- ---------------- ----------- ----------- Plexus Corp. Common Stock $ 118,489 (34) $ 688,002 (55) $ 455,417 $ 232,585 Riggs National Bank American Funds Cash Management Fund 311,474 (85) 412,262 (147) 412,262 - Riggs National Bank AIM Constellation Fund 653,721 (186) 32,934 (135) 30,323 2,611 Riggs National Bank AIM Value Fund 637,982 (172) 464,865 (138) 463,413 1,452 Riggs National Bank Quest for Opportunity 1,825,923 (123) 1,709,239 (182) 1,621,977 87,262 Riggs National Bank Vanguard Index 500 432,814 (133) 338,672 (141) 316,091 22,581
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. 10 12 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: October 13, 1996 /s/ Joseph D. Kaufman -------------------------------------- Joseph D. Kaufman Employee Stock Savings Plan Fiduciary Committee Member EX-23 2 EX-23 1 [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 and File No.333-06469) of our report dated September 26, 1997 on our audits of the financial statements and supplemental schedules of the Plexus Corp. Employee Stock Savings Plan as of December 31, 1996 and 1995, and for the year ended December 31, 1996, which report is incorporated by reference and included in this Annual Report on Form 11-K. /s/ Coopers & Lybrand LLP Milwaukee, Wisconsin October 9, 1997 -----END PRIVACY-ENHANCED MESSAGE-----