E2E Corp – ‘425’ on 10/2/00 re: Plexus Corp

On:  Monday, 10/2/00, at 4:36pm ET   ·   Accession #:  950124-0-5881   ·   File #:  0-14824

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Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Announcement to Employees and Shareholders             3     14K 

425
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 October 2, 2000

Employees and Shareholders:                                                     

I am pleased to announce that we have signed an agreement and plan of merger to 
become part of Plexus Corporation (NASDAQ: PLXS, www.plexus.com), a very highly 
regarded, leading, electronic service company.                                  

While it was no secret that there were numerous companies interested in e2E for 
our talent, infrastructure, processes, and customer base, Plexus was the best   
fit. After meeting and talking with the management of Plexus, and doing a little
research of your own, I know that you will agree. Plexus shares our commitment  
to making work a positive and enjoyable experience for all employees. They      
believe in our market strategy and in the importance of having design and       
engineering as a KEY component to their business model. They say it best        
themselves with one of their key marketing points:                              

"Product realization consists of taking a product idea through the entire       
development process, including manufacturing. For a complex electronic product, 
this requires many capabilities.                                                

In order for a cost-competitive product to be developed as swiftly as possible, 
these capabilities need to be fully integrated. Concurrent product design       
methodologies, including test design, and a smooth hand-off to manufacturing are
essential elements in getting a world-class product into the marketplace        
quickly.                                                                        

PLEXUS IS THE ELECTRONIC INDUSTRY'S LEADING PRODUCT REALIZATION SERVICES        
COMPANY. Plexus possesses all of the capabilities required to realize products  
for its customers. A customer can come to Plexus with only a product concept,   
and Plexus can turn that concept into a market leading product".                

All of senior management at e2E, from Ron Mosher to Lou & Lauren Primmer, from  
Scott Davis to Kristen Sandfort, and from Derek Laidlaw to Yaron Rom, are       
excited and pleased with the opportunities that this transaction will bring.    
There is no doubt in our minds that you will be just as enthused as we are with 
Plexus.                                                                         

In the future, all shareholders of e2E will receive a significant amount of     
information about Plexus and the transaction. As a shareholder, you will have   
the opportunity to state your opinion to e2E's board of directors for or against
this transaction with Plexus.                                                   

Plexus wishes to demonstrate its commitment to e2E and welcome all of us to its 
team. Selected senior management of Plexus will accompany me to Nashua, Texas,  
Hillsboro, Scotland, and Israel to give a presentation on the company, answer   
any questions, and personally say hello.                                        

DETAILS AND QUESTIONS - Page 2 of this document details more of the issues &    
time-line associated with the Transaction.                                      

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E2E CORPORATION                                                                 
TRANSACTION ANNOUNCEMENT                                                        
PAGE 2                                                                          

VISIT TIMING:                                                                   

                                                        [Enlarge/Download Table]

         DATE             LOCATION             TIME                       COMMENTS                   
         --------------------------------------------------------------------------------------------
                                                                                                     
Israel and Scotland: Call to Location Management - discussion of events                              
         October 3, 2000   Nashua           9:00am EDT                 Scotland & Israel Call        
                                                                       (2:00 Scotland, 4:00 Israel)  
Eastern Division: Presentation - all employees                                                       
         October 3, 2000   Nashua           11:00am EDT                Calgary, PA, FL via call      

Central Division: Presentation - all employees                                                       
         October 4, 2000   Dallas           10:00am CDT                Phoenix via call              

Western Region: Presentation - all employees                                                         
         October 5, 2000   Portland         10:00am PDT               San Diego, Seattle via call    

Israel and Scotland: Visits - all employees                                                          
         October 10, 2000  Tel Aviv         10:00am                   Presentation, Questions, Plan  
         October 12, 2000  Edinburgh        10:00am                   Presentation, Questions, Plan  

TRANSACTION DETAILS:                                                            
Net Purchase Price                  $20,550,000                                 

Number of e2E Shares                  2,310,000                                 

Price per e2E share                 $8.90 per share in Plexus stock valued at   
                                 closing bid price for previous 10 trading
days    

                                  For example: if Plexus stock was trading @
                                   $76.50/share Each e2E shareholder would get
                                 1 Plexus share for 8.6 e2E shares. 15% of
                              those shares will be placed in escrow.

Estimated Close                     11/30/00                                    

RESTRICTIONS ON SALE:               Incentive and Founders stock plans will     
become fully vested upon change of control (close date). Except for the escrow, 
there are no other formal restrictions except in the case of affiliates         
(Bergeron, Thale, and Robert Praegitzer), who each have formal restrictions     
through at least the end of January 2001. All shareholders will be subject to a 
15% escrow of shares for one year - in other words, 15% of your shares will be  
held back by Plexus should something be materially wrong with e2E (we'll discuss
this more in depth later).                                                      

While your stock is liquid at the close of the transaction, you should expect   
normal delays in stock certificate transfers and issuances, ie: it is just like 
you are buying the PLXS shares, except that you work for the company and have   
certain confidentiality standards, trading black out periods, etc.              

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E2E CORPORATION                                                                 
TRANSACTION ANNOUNCEMENT                                                        
PAGE 3                                                                          

ADDITIONAL INFORMATION: Plexus plans to file a Registration Statement on SEC    
Form S-4 in connection with the merger and e2E expects to mail a Proxy          
Statement/Prospectus to its shareholders containing information about the       
merger. Shareholders are urged to read the Registration Statement and Proxy     
Statement/Prospectus carefully when they are available. The Registration        
Statement and Proxy Statement/Prospectus will contain important information     
about Plexus, e2E, the merger and related matters. Shareholders will be able to 
obtain free copies of these documents through the web site maintained by the    
U.S. Securities and Exchange Commission at http/www.sec.gov. In addition to the 
Registration Statement and Proxy Statement/Prospectus, Plexus files annual,     
quarterly and special reports, proxy statements and other information with the  
Securities and Exchange Commission. You may read and copy any reports,          
statements and other information filed by Plexus at the SEC public reference    
rooms at 450 Fifth Street, N.W., Washington, DC 20549 or the Commission's other 
public reference rooms in New York, New York and Chicago, Illinois. Please call 
the Commission at 800-SEC-0330 for further information on public reference      
rooms. Plexus' filings with the Commission also are available to the public from
commercial document-retrieval services and at the web site maintained by the    
Commission at http/www.sec.gov. e2E, its directors, executive officers and      
certain members of management and employees may be soliciting proxies from e2E's
shareholders in favor of the adoption of the merger agreement. A description of 
any interests that e2E's directors and executive officers have in the merger    
will be available in the Proxy Statement/Prospectus.                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
		10/12/00		2
		10/10/00		2
		10/5/00		2
		10/4/00		2
		10/3/00		2
Filed on:		10/2/00		1					425,  8-K
									List all Filings