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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: May 23, 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 May 23, 2000, Plexus Corp. ("Plexus") completed its previously
announced acquisition of the turnkey electronic contract manufacturing
operations of Elamex, S.A. de C.V. ("Elamex") pursuant to a Stock Purchase
Agreement dated as of March 30, 2000. Under the purchase agreement, Elamex
formed two corporations (the "Acquired Companies"), to which Elamex transferred
specified assets, operations and liabilities of its turnkey electronic contract
manufacturing operations in Juarez, Mexico. Plexus then purchased the stock of
the Acquired Companies for US $53.7 million, subject to adjustment upon the
final determination of the net book value of the Acquired Companies. The
purchase price was paid in cash; Plexus financed the acquisition from its
working capital and its pre-existing bank lending facility.
The purchase agreement was negotiated at arm's length between the
officers of Plexus and the officers of Elamex. 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 their
respective counsel.
Plexus is accounting for the acquisition of the Acquired Companies
using the purchase method of accounting. Therefore, the effects of the
acquisition will be reflected on Plexus' books from and after the acquisition
date.
The new Plexus Mexican operations, which are to be conducted through
the Acquired Companies, include the manufacture of assembled printed circuit
boards, sub-assemblies, box-build electronics and after-market depot repair
services, primarily for original equipment manufactures ("EOMs") in the
consumer, industrial and telecommunications electronics industries. The
operations are located at two leased facilities in Juarez, Mexico, with
approximately 250,000 square feet of manufacturing, office and storage space.
For the fiscal year ended December 31, 1999, the Acquired Companies had, on a
pro forma basis, net sales of approximately US $82 million (which included $12
million of sales relating to a contract that was not assumed by the Acquired
Companies and is expected to terminate in summer 2000). The acquisition provides
Plexus its first assembly facilities outside of the United States.
Cautionary Statement regarding Forward-looking Statements:
The statements contained in this filing which are not historical facts
(such as statements in the future tense and statements including "believe",
"expect", "intend", "anticipate" and similar concepts) are forward-looking
statements that involve risks and uncertainties. These risks include Plexus'
challenges in integrating the acquired operations; these challenges could be
particularly complex in this acquisition because they are foreign operations
involving additional factors such as currency exchange risks, the effects of
local customs and practices, the need to attract and retain qualified employees
in the local labor market, management integration and the effects of any future
change in the Mexican Maquiladora program which currently provides exemptions
from Mexican import and export duties. Other risks include, but are not limited
to, the level of overall growth in the electronics industry, Plexus' ability to
secure new customers
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and maintain its and the acquired operation's current customer base, the results
of cost reduction efforts, material cost fluctuations and the adequate
availability of components and related parts for production, the effect of
changes in foreign currency exchange rates and average selling prices, the risk
of customer delays or cancellations in both on-going and new programs, the
effect of start-up costs of new programs and facilities, the effect of economic
conditions, the impact of increased competition and other risks detailed in
Plexus' other Securities and Exchange Commission filings.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The audited financial statements of the operations of the
Acquired Companies for the year ended December 31, 1999, and
the unaudited financial statements of the operations for the
quarterly periods ended March 31, 1999 and 2000 are not yet
available to Plexus. Not later than 60 days after the due date
of this report, Plexus will file the required financial
statements.
(b) Pro Forma Financial Information
See item 7(a). Not later than 60 days after the due date of
this report, Plexus will file the required pro forma
information.
(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: June 5, 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 May 23, 2000
Incorporated
Exhibit by Reference to /
Number Description Filed Herewith
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2.1 Stock Purchase Agreement dated as of March 30, 2000 Exhibit 2.1 to Plexus'
by and among Plexus, Elamex and Servicios Report on Form 10-Q
Administrativos Elamex, S.A. de C.V.* for the quarter ended
March 31, 2000
* Excluding exhibits and schedules, which will be provided to the Commission
upon request.
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