<PAGE> 1
Registration No. 333-
As filed with the Securities and Exchange Commission on July 9, 1998.
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)
----------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Proposed
Title of each class of maximum maximum Amount of
securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share 1,300,000 shares $4.34 $ 5,642,000 $1,665
=========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the average of the bid and ask prices
reported on the Nasdaq National Market on July 8, 1998.
<PAGE> 2
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.
<TABLE>
<S> <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>
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 July 8, 1998.
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 July 8, 1998
- --------------------- and Director
Bruce M. Holland
/S/ WILLIAM R. MANSFIELD Principal Financial Officer July 8, 1998
- ------------------------- and Principal Accounting Officer
William R. Mansfield
- -------------------------- Director July __, 1998
Carl D. Carman
- -------------------------- Director July __, 1998
Anthony v. Carollo, Jr.
/S/ BURTON J. MCMURTRY Director July 8, 1998
- -----------------------
Burton J. McMurtry
/S/ F. GIBSON MYERS, JR. Director July 8, 1998
- -------------------------
F. Gibson Myers, Jr.
</TABLE>
II-2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <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>
<PAGE> 1
Exhibit 5.1
July 9, 1998
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 1,300,000
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 are 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/ John G. Lewis
-----------------------------
John G. Lewis, Vice President
<PAGE> 1
Exhibit 23.1
Consent of Arthur Andersen LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 pertaining to the
registration of 1,300,000 shares of Common Stock, $0.01 par value, of
SpectraLink Corporation authorized for issuance pursuant to the SpectraLink
Corporation Stock Option Plan and the SpectraLink Corporation Employee Stock
Purchase Plan of our report dated February 2, 1998, 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, 1997, filed with the
Securities and Exchange Commission.
ARTHUR ANDERSEN LLP
Denver, Colorado
July 9, 1998
