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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
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Date of Report: April 28, 2000
PLEXUS CORP.
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(Exact name of registrant as specified in its charter)
Wisconsin 000-14824 39-1344447
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number Identification No.)
55 Jewelers Park Drive, Neenah, Wisconsin 54957-0156
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(920) 722-3451
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Item 2. Acquisition or Disposition of Assets
On April 28, 2000, Plexus Corp. completed its previously announced
acquisition of Agility, Incorporated pursuant to an Agreement and Plan of Merger
dated as of March 3, 2000. Under the merger agreement, Agility was merged with a
wholly-owned subsidiary of Plexus and became a wholly-owned subsidiary of
Plexus. In the merger, Plexus issued an aggregate of 374,997 shares of Plexus
common stock, as provided under the merger agreement.
The merger agreement was negotiated at arm's length between the
officers of Plexus and the officers and shareholders of Agility. None of those
persons were affiliated with the other party, its affiliates, its directors and
officers and their associates. Both parties were also assisted in the
negotiations by counsel, neither of which is affiliated with the other party.
Plexus is accounting for the Agility merger using the pooling of
interests method of accounting. However, because the effect on Plexus' prior
years', and first two quarters', results and financial condition is not
consequential or material, Plexus' prior period financial statements will not be
restated.
Agility, of Ayer, Massachusetts, specializes in the manufacture of
complex printed circuit board assemblies along with complete box and system
build capabilities. For its fiscal year ended December 31, 1999, Agility had net
sales of $21.3 million. Agility's leased facility comprises approximately 25,000
square feet. Construction has begun on an addition that would at least double
the current space at that facility; although the schedule could be affected by
future construction or other delays, construction is expected to be completed by
late summer.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Not required, as Agility does not meet the significance tests
which would require such financial statements.
(b) Pro Forma Financial Information
Not required, as Agility does not meet the significance tests
which would require such pro forma financial statements.
(c) Exhibits
See the Exhibit Index, following the signatures to this
Report, which Exhibit Index is incorporated herein by
reference.
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: May 11, 2000 /s/ Thomas B. Sabol
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Thomas B. Sabol
Chief Financial Officer
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PLEXUS CORP.
EXHIBIT INDEX
to
FORM 8-K CURRENT REPORT
Dated as of April 28, 2000
Exhibit
Number Description Filed Herewith
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2.1 Agreement and Plan of Merger dated as of March 3, 2000 X
by and among Plexus, PPatriot Corp. and Agility*
* Excluding exhibits and schedules, which will be provided to the Commission
upon request.
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