<PAGE> 1
Registration No. 333-
As filed with the Securities and Exchange Commission on June 27, 1997.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SPECTRALINK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 84-1141188
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
5755 CENTRAL AVENUE
BOULDER, COLORADO 80301
(Address, including zip code of Principal Executive Offices)
SPECTRALINK CORPORATION STOCK OPTION PLAN
SPECTRALINK CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
BRUCE M. HOLLAND, PRESIDENT
SPECTRALINK CORPORATION
5755 CENTRAL AVENUE
BOULDER, COLORADO 80301
(303) 440-5330
(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price aggregate offering registration
registered registered per share(1) price fee
------------------- ---------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 1,250,000 shares $5.34 $6,675,000 $2,023
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the average of the high and low selling
prices reported on the Nasdaq National Market on June 25, 1997.
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This Registration Statement is filed in accordance with the provisions
of General Instruction E to Form S-8. Pursuant thereto, the contents of the
Registrant's earlier Registration Statement on Form S-8 (Registration No.
333-4650) are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
5.1 Opinion of Ireland, Stapleton, Pryor & Pascoe, P.C. regarding
the legality of the Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included
in the opinion filed as Exhibit 5.1).
25.1 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signatures").
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boulder, State of Colorado, on June 26, 1997.
SPECTRALINK CORPORATION
By: /s/ BRUCE M. HOLLAND
-------------------------------
Bruce M. Holland,
President
POWER OF ATTORNEY
The undersigned directors and/or officers of the Registrant, by virtue of
their signatures to this Registration Statement appearing below, hereby
constitute and appoint Bruce M. Holland or William R. Mansfield, or either of
them, with full power of substitution, as attorney-in-fact in their names,
places and steads to execute any and all amendments to this Registration
Statement in the capacities set forth opposite their names and hereby ratify all
that said attorneys-in-fact may do by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ BRUCE M. HOLLAND Principal Executive Officer June 26, 1997
- -------------------------------------- and Director
Bruce M. Holland
/s/ WILLIAM R. MANSFIELD Principal Financial Officer June 26, 1997
- -------------------------------------- and Principal Accounting Officer
William R. Mansfield
/s/ CARL D. CARMAN Director June 26, 1997
- --------------------------------------
Carl D. Carman
/s/ ROBERT COHN Director June 26, 1997
- --------------------------------------
Robert Cohn
/s/ JOHN W. JARVE Director June 26, 1997
- --------------------------------------
John W. Jarve
/s/ BURTON J. MCMURTRY Director June 26, 1997
- --------------------------------------
Burton J. McMurtry
/s/ F. GIBSON MYERS, JR. Director June 26, 1997
- --------------------------------------
F. Gibson Myers, Jr.
</TABLE>
II-2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
- ------- ----------- ------------
<S> <C> <C>
5.1 Opinion of Ireland, Stapleton, Pryor & Pascoe, P.C. regarding
the legality of the Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included
in the opinion filed as Exhibit 5.1).
25.1 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signatures").
</TABLE>
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Exhibit 5.1
June 26, 1997
SpectraLink Corporation
5755 Central Avenue
Boulder, Colorado 80301
Ladies and Gentlemen:
We are counsel to SpectraLink Corporation, a Delaware corporation (the
"Company"), and in such capacity have examined the Company's Registration
Statement on Form S-8 (the "Registration Statement"), being filed with the
Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of the offering of a maximum of
1,250,000 shares (the "Shares") of the Company's Common Stock, to be issued
pursuant to the Company's Stock Option Plan and Employee Stock Purchase Plan
(collectively, the "Plans"). We am familiar with the proceedings undertaken by
the Company in connection with the authorization, reservation and registration
of the Shares. Additionally, we have examined such questions of law and fact
as we have considered necessary or appropriate for purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, upon issuance, delivery and payment therefor as contemplated by
the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
IRELAND, STAPLETON, PRYOR & PASCOE, P.C.
By: /s/ Mark J. Sather
-------------------------------------
Mark J. Sather, Vice President
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the registration of 1,250,000 shares of Common Stock,
$0.01 par value, of SpectraLink Corporation authorized for issuance pursuant to
the SpectraLink Stock Option Plan and the SpectraLink Employee Stock Purchase
Plan of our report dated January 31, 1997, with respect to the financial
statements of SpectraLink Corporation included in its Annual Report on Form
10-KSB for the fiscal year ended December 31, 1996, filed with the Securities
and Exchange Commission.
ARTHUR ANDERSEN LLP
Denver, Colorado
June 26, 1997
