Exhibit 1 to Xxxxxx 13D
PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT
(Series A Preferred Stock)
Plexus Corp.
00 Xxxxxxxx Xxxx Xxxxx
Xxxxxx, Xxxxxxxxx 00000-0000
1. Subscription. The undersigned Xxxxx X. Xxxxxx, a Florida
resident (hereinafter referred to as "Buyer"), hereby agrees to
purchase and pay for 5,000 shares of Series A Preferred Stock $.01
par value (the "Shares") of Plexus Corp., a Wisconsin Corporation
("Plexus"), in the aggregate amount of $5 million of Series A
Preferred Stock, (or $1,000 per share), payable upon acceptance by
Plexus of this Subscription. The purchase price for the
subscription shall be payable in cash and/or certified check to
Plexus. In connection therewith, Plexus shall pay the remaining
principal balance (and accrued interest) on the $3 million Note
from Plexus to Buyer, such Note shall be cancelled, and Buyer shall
release the related Mortgage against real property owned by
Electronic Assembly Corporation, a subsidiary of Plexus (forms of
the Note and the Mortgage are attached hereto as Exhibit E). It is
understood and agreed that this Subscription Agreement is not to
become effective until accepted by Plexus.
2. Representations by Buyer. Buyer represents and warrants
to Plexus as follows:
a. Buyer has not received an offering memorandum in
connection with this subscription, but has been
provided with the following:
i. Reports and statements of Plexus:
(a) Annual Report on Form 10-K for the fiscal
year ended September 30, 1993.
(b) Annual Report to Shareholders for the
year ended September 30, 1993.
(c) Proxy Statement for Annual Meeting of
Shareholders on February 16, 1994.
(d) Quarterly Reports on Forms 10-Q for the
quarters ended December 31, 1993 and
March 31, 1994.
ii. The form of designation of Series A Preferred
Stock, attached hereto as Exhibit A, including
the designations, powers, preferences,
qualifications, limitations, restrictions and
relative rights of the Series A Preferred
Stock.
iii. A description of Plexus Common Stock and
Series A Preferred Stock, attached hereto as
Exhibit B.
iv. Certain further information regarding Plexus
set forth on Exhibit C hereto.
b. Plexus has offered to provide and has in fact
provided to Buyer any additional information
concerning Plexus requested by Buyer, and Buyer has
been provided with the opportunity to ask questions
and receive answers concerning the terms and
conditions of this transaction and to obtain
additional information which Plexus possesses or
can acquire without unreasonable effort or expense
that is necessary to verify the accuracy of the
information which has been furnished.
c. The Shares are being conveyed without registration
under the Securities Act of 1933, as amended (the
"1933 Act") in reliance upon the exemptions
provided under Section 4(2) of the 1933 Act and
Regulation D thereunder, as a sale of securities
not involving a public offering. As a result of
relying on exemptions from registration, the Shares
may not be sold, offered for sale, transferred,
pledged, or hypothecated in the absence of an
effective registration statement under the 1933 Act
or an exemption from registration under the 1933
Act and the rules and regulations promulgated by
the Securities and Exchange Commission (the "SEC")
thereunder. The Shares are not being registered
under the laws of any state, and may be subject to
additional state restrictions on transfer. The
Shares have not been reviewed or passed upon in any
manner by the securities commissioner of any state
or by the SEC.
d. Buyer represents that he is financially able to
accept the risks associated with this investment
and that he is able to bear the risks of the
investment, including the risk of lack of
liquidity. Buyer has such knowledge and experience
in financial and business matters as to be able to
evaluate the merits and risks of this investment.
Buyer has not employed any person as his investment
representative in connection with evaluating the
merits and risks of a prospective investment in
Plexus. There is no existing market for the
Shares.
e. The securities are being acquired by Buyer for his
own account for investment and not with a view to
distribution. Buyer has no present intention of
selling or otherwise disposing of any of these
securities and has no present intention of dividing
the same with others. Buyer does not contemplate
any sale of any of the securities upon the
occurrence or nonoccurrence of any predetermined
event or circumstance. Buyer has no present or
contemplated agreement, undertaking arrangement,
obligation, indebtedness or commitment providing
for, or which is likely to compel a disposition in
any manner of the securities. Buyer is unaware of
any circumstances presently in existence or likely
to occur which are likely to promote in the future
any disposition of the securities.
f. Neither Plexus nor any of its officers, directors,
or others is in any way obligated in the future to
register any of the Shares under the 1933 Act or
any state securities law, or to provide any
information necessary to facilitate disposition of
any of the Shares under any exemption from
registration provisions under the 1933 Act.
g. Buyer is a bona fide resident of the State of
Florida. Florida law provides that if sales of
Series A Preferred Stock are made to five or more
persons in Florida, any such sale is voidable by
the purchaser in such sale either within three days
after the first tender of consideration is made by
the purchaser to Plexus, or within three days after
the availability of that privilege is communicated
to the purchaser, whichever occurs later.
h. Buyer has full right and authority to execute,
deliver and perform this Agreement to acquire the
Shares.
i. The execution of this Subscription Agreement, the
issuance of the Series A Preferred Stock, and the
matters set forth on Exhibit C hereto may be
considered material non-public information until
they have been publicly disclosed by Plexus.
Therefore, the Buyer will refrain from any and all
trading in Common Stock of Plexus until such
matters have been publicly disclosed by Plexus.
3. Accredited Investor. Buyer is an "accredited investor,"
as defined in Rule 501(a) of Regulation D promulgated by the SEC
under the 1933 Act. A copy of Rule 501(a) is attached as Exhibit
D hereto.
4. Counsel. Buyer has relied upon Buyer's own counsel and
other advisors to the extent he deems necessary as to all matters
and questions concerning the purchase of the Shares and has not
relied upon any opinion of Plexus or its counsel.
5. Legended Certificate. Buyer understands that the
certificate(s) representing the securities purchased, including any
shares of Common Stock to be issued upon conversion of the Shares,
will bear a restrictive legend referring to the restrictions on
transfer thereof resulting from their issuance without registration
under the securities laws, in a form substantially as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATES, BUT HAVE BEEN ISSUED IN
RELIANCE UPON EXEMPTIONS THEREFROM. THEY HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 AND THE LAWS OF ANY
STATE IN WHICH THEY ARE OFFERED OR SOLD, OR AN
OPINION OF COUNSEL SATISFACTORY TO PLEXUS
CORP. (UNLESS WAIVED BY IT) THAT REGISTRATION
IS NOT REQUIRED UNDER SUCH LAWS.
6. Reliance; Indemnification. Buyer acknowledges that
Plexus will issue the Shares in reliance upon the representations
and warranties made by Buyer herein. Buyer agrees to indemnify
Plexus and its officers, directors, shareholders and affiliates
from any and all loss, damage, expense or liability (including
reasonable attorneys' fees) arising out of a breach of Buyer's
representations and warranties in this Subscription Agreement.
Dated this 29 day of June, 1994.
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Address:
00000 Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Social Security Number: [omitted
herein for confidentiality]
Subscription accepted this 29th
day of June, 1994.
PLEXUS CORP.
By: Xxxxxx X. Xxxxxxx
Vice President
