FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
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
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This Amendment No. 1 to the Form 8-K is being filed to reflect Plexus's
determination that neither historical financial information of MCMS nor pro
forma Plexus financial information reflecting the MCMS acquisition is required
to be filed. However, Plexus has determined to provide certain additional
"forward-looking" information relating to the acquisition, which is included
herein.
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, subject
to future adjustments for 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 proceedings.
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's 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. (The ability to acquire the Far Eastern
facilities was a significant factor in Plexus's decision to acquire the assets.)
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 Raleigh, North Carolina facility into other
existing Plexus facilities but will not maintain that facility other than to
transition certain operations over the course of the next several months.
Operations from MCMS's San Jose, California facility have already been
integrated into other Plexus California facilities, and the San Jose facility
was closed. Among other things, the transaction did not include MCMS's Belgian
or Mexican operations, or relationships (including related inventory and
receivables) with certain MCMS customers.
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Forward-Looking Information
Plexus has concluded that, due to the unique aspects of this
acquisition, the acquisition of the acquired MCMS assets was not the acquisition
of a business that is "significant" for purposes of SEC Regulation S-X, Rule
3-05, and that the requirements of Form 8-K to provide historical financial
information of MCMS and pro forma financial information giving effect to the
acquisition therefore are not applicable. The factors leading to this
determination included the selective MCMS assets acquired by Plexus, the limited
assumption of liabilities, the exclusion of certain customer relationships which
were formerly significant to MCMS, the significant decline in MCMS's results of
operations and financial condition during fiscal 2001 and the effects of the
subsequent MCMS bankruptcy filings. However, Plexus has determined that it would
be appropriate to provide certain "forward-looking" information as to the
revenues and expenses of the acquired operations, as reorganized under Plexus's
corporate structure and management.
The following forward-looking information is not pro forma financial
information prepared in accordance with appropriate standards for such
information, and therefore should not be regarded as such. Because it is
forward-looking information, it is by its nature subject to risks and
uncertainties, including those which are included with the forward-looking
statements in Plexus's SEC filings, or are set forth below or described
under "Cautionary Statement regarding Forward-Looking Statements."
Net sales: Based upon sales to date and current customer orders, for
the three months ending March 31, 2002, Plexus currently expects sales from the
acquired MCMS operations to be at the high end, or slightly above, the
previously discussed estimated range of $20 million to $25 million. On the basis
of current customer orders (and not including additional forecasts or other new
business), Plexus currently expects sales from the acquired MCMS operations to
be in the range of $20 million to $25 million for the three months ending June
30, 2002. Plexus is not able to provide meaningful estimates beyond that period
due to the continuing lack of visibility in the industries served by these
locations, primarily networking/datacommunications and computing.
The actual sales for these periods, and going forward, will depend upon
the actual level of customer orders, which may be reduced due to order or
customer terminations, reductions in actual orders from forecasts, general
economic factors, and other factors which include the following:
- The effect of the integration of MCMS's San Jose and Raleigh operations
into other existing Plexus facilities;
- The need to transition former MCMS customers into Plexus's business
model;
- Plexus's ability to strengthen and/or renew MCMS customer relationships
which were affected by the MCMS bankruptcy; and
- Plexus's ability to obtain raw materials or components for its
assemblies on a timely basis from both vendors and former MCMS
customers.
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Gross profit: Based upon the above expected levels of net sales, Plexus
currently expects gross profit from the acquired MCMS operations to be in the
range of $2.5 million to $3.0 million for the three months ending March 31,
2002. This estimate excludes the effect of a relatively small portion of
expenses which are included in the expected Integration and Transaction-related
Costs discussed below. These results, and results in future quarters, will be
significantly impacted by actual sales volumes, capacity utilization of surface
mount and other equipment, labor costs and efficiencies, component pricing and
availability, and our ability to successfully integrate MCMS's operations.
Operating expenses: For the three months ending March 31, 2002, Plexus
expects selling and administrative expenses relating to the acquired MCMS
operations to be in the range of $1.0 million to $1.5 million. This estimate
excludes the effect of the expected Integration and Transaction-related Costs
discussed below. Future operating expenses will be impacted by our integration
efforts and expansion of administrative services needed to service increased
foreign operations.
Interest: Plexus financed the acquisition using approximately $45
million of existing cash resources. The use of these resources will affect
Plexus's interest income and/or interest expense going forward; the amount will
depend upon the prevailing level of interest rates.
Integration and Transaction-related Costs: Plexus expects to record
approximately $2.0 to $3.0 million of integration and transaction-related costs
as special charges in the quarter ending March 31, 2002. Among other things, the
integration costs relate primarily to the costs associated with the transfer of
manufacturing equipment from MCMS's former Raleigh, San Jose and Nampa
facilities and employee relocation costs.
Income taxes: The effect of the MCMS acquisition on Plexus's tax
obligations will depend upon the level of pre-tax income (or loss) from the MCMS
operations, and the identity of the facilities generating the income or loss.
The location is relevant because the Malaysia and China facilities benefit from
five-year and three-year income tax holidays, respectively.
Cautionary Statement regarding Forward-Looking Statements:
The statements contained in this filing which are not historical facts
(such as statements in "Forward-Looking Information" above and other 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's 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 and its business decline prior to that bankruptcy. Other risks
include, but are not limited to, the level of overall growth in the electronics
industry, Plexus's 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
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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's other Securities and Exchange Commission filings
(particularly its quarterly report on Form 10-Q for the fiscal quarter ended
December 31, 2001).
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Not required. Due to the unique aspects of this acquisition, Plexus has
concluded that the acquisition of certain MCMS assets was not the
acquisition of a business that is "significant" for purposes of SEC
Regulation S-X, Rule 3-05, and that the requirements of Form 8-K to
provide historical financial information of MCMS and pro forma
financial information giving effect to the acquisition therefore are
not applicable.
(b) Pro Forma Financial Information
Not required. See item 7(a).
(c) Exhibits
Previously filed.
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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: March 15, 2002 /s/ Thomas B. Sabol
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Thomas B. Sabol,
Executive Vice President and
Chief Financial Officer
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