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: January 8, 2002
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
Item 2. Acquisition or Disposition of Assets
On January 8, 2002, Plexus Corp. ("Plexus") completed its previously
announced acquisition of specified assets of MCMS, Inc. ("MCMS") pursuant to an
Asset Purchase Agreement dated as of November 28, 2001 (the "Agreement"). MCMS
had previously filed for reorganization under Chapter 11 of the United States
Bankruptcy Code; the Agreement and the transactions contemplated thereby were
approved by the bankruptcy court. The assets being purchased by Plexus include
the stock of MCMS's Chinese and Malaysian subsidiaries. Plexus also assumed
limited specified liabilities of MCMS.
Under the Agreement, the base purchase price was $45 million, plus the
specified assumed liabilities, subject to verifications and future adjustments
for various inventory and other working capital-related amounts. A portion of
the purchase price was paid into escrow to support the finalization of working
capital items, inventory experience, specified contingencies and a reserve for
indemnities under the Agreement. The purchase price was paid in cash; Plexus
financed the acquisition from its working capital.
The Agreement was negotiated at arm's length between the officers of
Plexus and the officers of MCMS. None of those persons were affiliated with the
other party, its affiliates, its directors and officers and their associates.
Both parties were assisted in the negotiations by their respective counsel. The
transactions were also approved by the bankruptcy court overseeing MCMS's
Chapter 11 proceeding
Plexus is accounting for the acquisition of the MCMS assets utilizing
the accounting principles promulgated by SFAS 141 and 142. Therefore, the
effects of the acquisition will be reflected on Plexus' financial statements
from and after the acquisition date.
The MCMS assets include specified current assets, the MCMS facility and
certain equipment in Nampa, Idaho, and the facilities of its subsidiaries in
Penang, Malaysia and Xiamen, China. These operations include the manufacture of
assembled printed circuit boards and subassemblies, primarily for original
equipment manufacturers in the consumer, industrial, telecommunications and
electronics industries. Plexus will also be integrating operations from MCMS's
San Jose, California and Raleigh, North Carolina facilities into other existing
Plexus facilities but will not maintain those facilities other than to
transition certain operations over the course of the next several months. Among
other things, the transaction did not include MCMS's Belgian or Mexican
operations, or relationships (and related inventory and receivables) with
certain MCMS customers. Based upon current customer orders and indications,
Plexus's current expectation is that sales from the MCMS acquired operations in
the initial quarter of operation by Plexus will be in the range of $20 to $25
million, although actual sales in that quarter, and it future quarters, will
vary depending upon the actual level of customer orders.
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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 MCMS operations. The integration
challenges will be complex in this acquisition because it includes foreign
operations - which involve 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 markets, and management integration - and
the effects of the MCMS bankruptcy proceeding. Other risks include, but are not
limited to, the level of overall growth in the electronics industry, Plexus'
ability to secure new customers and maintain its and the acquired operations'
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 general economic and political conditions - including the
continuing effects of the September 11 attacks and the overall economic
recession, the impact of increased competition and other risks detailed in
Plexus' other Securities and Exchange Commission filings (particularly its
annual report on Form 10-K for the fiscal year ended September 30, 2001).
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Plexus has not yet definitively determined whether or not the acquired
operations would constitute a "business" for which historical financial
information would be required. Even if that MCMS financial information
would be required, financial statements of the operations of MCMS are
not yet available to Plexus. Not later than 60 days after the due date
of this report, Plexus will either file an amendment reporting that
financial statements are not required or file any 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 either file an amendment reporting that pro forma
financial statements are not required or file any required pro forma
information.
(c) Exhibits
See the Exhibit Index, following the signatures to this Report, which
Exhibit Index is incorporated herein by reference.
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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: January 21, 2002 /s/ Thomas B. Sabol
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Thomas B. Sabol,
Executive Vice President and
Chief Financial Officer
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PLEXUS CORP.
EXHIBIT INDEX
to
FORM 8-K CURRENT REPORT
Dated as of January 8, 2002
Incorporated
Exhibit by Reference to / Filed
Number Description Filed Herewith Herewith
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2.1 Asset Purchase Agreement dated as of Exhibit 10.15 to Plexus' annual report
November 28, 2002 by and among Plexus, on Form 10-K for the year ended
MCMS and various MCMS subsidiaries* September 30, 2001
* Excluding exhibits and schedules, which will be provided to the Commission
upon request.
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