<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12.
SPECTRALINK CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
SPECTRALINK CORPORATION
5755 CENTRAL AVENUE
BOULDER, COLORADO 80301
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Dear SpectraLink Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of SpectraLink Corporation to be held at the Regal Harvest House, 1345 28th
Street, Boulder, Colorado, on Tuesday, May 12, 1998, at 10:00 a.m. local time,
for the following purposes:
1. To elect a board of directors to serve until the next Annual
Meeting of Stockholders and until their successors are elected and qualified.
2. To amend the Company's Employee Stock Purchase Plan to
increase the number of shares of Common Stock available for purchase thereunder
to 800,000 and to add a provision for annual replenishment of Common Stock
issued during the year.
3. To amend the Company's Stock Option Plan to increase the
number of shares of Common Stock available for grant thereunder to 5,000,000.
4. To ratify the selection of Arthur Andersen LLP, independent
public accountants, as auditors for the Company for the fiscal year ending
December 31, 1998.
5. To transact such other business as may properly come before
the meeting or any adjournment thereof.
All stockholders are welcome to attend the meeting, although only
stockholders of record at the close of business on March 13, 1998 will be
entitled to notice of and to vote at the meeting.
Shares can be voted at the meeting only if the holder is present or
represented by proxy. Even if you plan to attend the meeting, you are urged to
date and sign the enclosed proxy and return it promptly in the accompanying
envelope so that the presence of a quorum will be assured. The giving of a
proxy does not affect your right to vote in person if you attend the meeting.
However, if you intend to vote at the annual meeting and your shares are held
of record by a broker, bank or other nominee, you must bring a letter to the
annual meeting from the broker, bank or nominee which confirms beneficial
ownership. Additionally, in order to vote at the annual meeting, you must
obtain a proxy issued in your name from the record holder.
By Order of the Board of Directors,
William R. Mansfield, Secretary
April 10, 1998
<PAGE> 3
SPECTRALINK CORPORATION
5755 CENTRAL AVENUE
BOULDER, COLORADO 80301
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 1998
This statement is furnished in connection with the solicitation of
proxies by the Board of Directors from holders of the outstanding shares of
Common Stock of SpectraLink entitled to vote at the Annual Meeting of
Stockholders. This Proxy Statement and enclosed proxy are being mailed to
stockholders on or about April 10, 1998. A copy of the Company's Annual Report
for 1997 is being mailed to all stockholders with this Proxy Statement. The
Annual Report is not to be regarded as proxy soliciting material or as a
communication by means of which any solicitation is to be made.
The Company's Board has fixed the close of business on March 13, 1998,
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting. On that date, there were outstanding and entitled
to vote 19,212,956 shares of Common Stock. Holders of Common Stock are entitled
to one vote for each share of record held on the record date with respect to
matters on which the holder is entitled to vote.
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock as of the record date constitutes a quorum and is
required in order for the Company to conduct business at the Annual Meeting.
The majority being present, the election of each nominee for Director requires
a plurality of the votes cast. The affirmative vote of the holders of a
majority of the shares of Common Stock represented in person or by proxy at the
Annual Meeting is required to approve or ratify the other proposals described
below. Abstentions and broker non-votes are counted towards a quorum.
Abstentions are counted in the tabulations of the votes cast, but broker
non-votes on any proposal are not considered to be represented at the meeting
as to such proposal and therefore are not counted for purposes of determining
whether a proposal has been approved.
1. ELECTION OF DIRECTORS
Two of the directors, Mr. Robert Cohn and Mr. John Jarve have decided
to retire from the Board. We would like to express our appreciation for their
years of dedicated service on the Board. Pursuant to the Company's Bylaws, the
Board has fixed the number of directors at four, effective as of the annual
meeting. The Directors are to be elected by the holders of the Company's
Common Stock, to serve until the next Annual Meeting and until their successors
are elected and qualified. Unless instructions to the contrary are received,
proxies received in response to this solicitation will be voted in favor of the
nominees listed below. If any nominee should become unavailable for election,
the shares represented by the enclosed proxy will be voted for such substitute
nominee as may be proposed by the Board.
<PAGE> 4
<TABLE>
<CAPTION>
==========================================================================================
Name, Age and Position with Director Principal Occupation During Past Five Years
the Company Since and Other Directorships
==========================================================================================
<S> <C> <C>
Bruce M. Holland, 46 1990 President and Chief Executive Officer of
President, Chief Executive SpectraLink since 1990; Director of Exabyte
Officer and Director Corporation.
- ------------------------------------------------------------------------------------------
Carl D. Carman, 61 1990 General Partner in Hill, Carman Ventures since
Director 1989; Director of Symantec Corporation.
- ------------------------------------------------------------------------------------------
Burton J. McMurtry, 63 1990 General Partner of various limited
Director partnerships that, in turn, are general
partners of various Technology Venture
Investors venture capital partnerships since
1980; Director of Aradigm Corporation and
Intuit, Inc.
- ------------------------------------------------------------------------------------------
F. Gibson Myers, Jr., 55 1991 General Partner in Mayfield Fund's partnership
Director funds since 1970.
==========================================================================================
</TABLE>
The Board of Directors met five times during 1997. Each director
attended at least 75% of the meetings of the Board of Directors, as well as of
the meetings of the Committees on which he served, except for Mr. Robert Cohn.
COMMITTEES
The Board of Directors has Audit and Compensation Committees. The
Compensation Committee consists of Messrs. Jarve and McMurtry. The
Compensation Committee recommends to the Board of Directors the compensation to
be paid to employees of the Company and administers the Company's various
employee benefit plans. The Committee met once during 1997.
The Audit Committee confers periodically with management and the
Company's independent public accountants in connection with the preparation of
financial statements and audits thereof and the maintenance of proper financial
records and controls. The Audit Committee makes recommendations to the Board of
Directors with respect to the foregoing and brings to the attention of the
Board any criticism and recommendations that the independent public accountants
or the Audit Committee itself may suggest. The Audit Committee consists of
Messrs. Carman and Myers. The Committee met five times during 1997.
<PAGE> 5
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
=================================================================================================
Name, Age and Position with the Company Principal Occupation During Past Five Years
- -------------------------------------------------------------------------------------------------
<S> <C>
Bruce M. Holland, 46 President and Chief Executive Officer of
President, Chief Executive Officer SpectraLink since 1990.
- -------------------------------------------------------------------------------------------------
Gary L. Bliss, 47 Vice President of Engineering of SpectraLink since
Vice President of Engineering 1990.
- -------------------------------------------------------------------------------------------------
Michael P. Cronin, 41 Vice President of Sales and Marketing of
Vice President of Sales & Marketing SpectraLink since August 1997; Vice President,
North American Sales, of VTEL Corporation from 1994
to 1997; Vice President, Regional Sales, of
Compression Labs from 1992 to 1994.
- -------------------------------------------------------------------------------------------------
E. Ronald Elswick, 54 Vice President of Operations of SpectraLink since
Vice President of Operations 1991.
- -------------------------------------------------------------------------------------------------
William R. Mansfield, 53 Vice President of Finance & Administration, Chief
Vice President of Finance & Administration, Financial Officer and Secretary of SpectraLink
Chief Financial Officer & Secretary since November, 1995. Executive Vice President of
OneComm Corp. from 1994 to 1995. Senior Vice
President of Finance of PrairieTek Corp. from 1990
to 1993.
=================================================================================================
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to
beneficial ownership of the Common Stock by (i) each person known by the
Company to be the beneficial owner of more than 5% of the Common Stock; (ii)
each of the Company's directors; (iii) the Company's Chief Executive Officer
and each of the Named Executive Officers; and (iv) the Company's directors and
executive officers as a group. All such information is given as of December 31,
1997, unless otherwise indicated.
<PAGE> 6
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) STOCK
------------------------------------ ------------ ------------------
<S> <C> <C>
Technology Venture Investors (2) 3,909,078 20.4%
2480 Sand Hill Road, Suite 101
Menlo Park, CA 94025
Mayfield VI (3) 2,354,619 12.3
2800 Sand Hill Road, Suite 250
Menlo Park, CA 94025
The Hill Partnership III (6) 1,880,681 9.8
885 Arapahoe Avenue
Boulder, CO 80302
Franklin Resources, Inc. (4) 1,469,900 7.7
777 Mariner Island Blvd.
San Mateo, CA 94403
Entities Managed by 1,029,881 5.4
Hancock Venture Partners, Inc. (5)
One Financial Center, 44th Floor
Boston, MA 02111
Menlo Ventures IV, L.P. 1,452,051 7.6
3000 Sand Hill Road
Building 4, Suite 100
Menlo Park, CA 94025
Carl D. Carman (6) 1,920,681 10.0
Robert Cohn (7) 87,500 *
John W. Jarve (8) 1,452,051 7.6
Burton J. McMurtry (2) 3,909,078 20.4
F. Gibson Myers, Jr. (3) 2,354,619 12.3
Bruce M. Holland (9) 2,062,499 10.7
Gary L. Bliss (10) 601,887 3.1
Michael P. Cronin (11) 0 *
E. Ronald Elswick (12) 211,157 1.1
William R. Mansfield (13) 121,315 *
William J. Palumbo (14) 546,609 2.8
All directors and executive officers as a group
(11 persons) (15) 13,267,396 67.8
</TABLE>
*less than 1%
<PAGE> 7
(1) The persons named in this table have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially owned
by them, subject to community property laws where applicable and
except as indicated in the other footnotes to this table. Beneficial
ownership is determined in accordance with the rules of the Securities
and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options held by that person
that are currently exercisable or exercisable within 60 days are
deemed outstanding. Such shares, however, are not deemed outstanding
for the purpose of computing the percentage ownership of any other
person.
(2) Consists of 1,030,226 shares held by Technology Venture Investors-3,
L.P., 19,775 shares held by TVI Management-3, L.P. and 2,859,077
shares held by Technology Venture Investors-IV as nominee for certain
other TVI partnerships. Mr. McMurtry, a director of the Company, is a
general partner of partnerships which are the general partner of
various TVI and certain other partnerships and, as such, may be deemed
to share voting and investment power with respect to such shares. Mr.
McMurtry disclaims beneficial ownership of such shares except to the
extent of his interest in such shares arising from his interests in
the entities referred to herein.
(3) Consists of 90,036 shares held by Mayfield Associates and 2,264,583
shares held by Mayfield VI. Mr. Myers, a director of the Company, is a
general partner of Mayfield Associates and Mayfield VI and, as such,
may be deemed to share voting and investment power with respect to
such shares. Mr. Myers disclaims beneficial ownership of such shares
except to the extent of his interest in such shares arising from his
interests in the entities referred to herein.
(4) Consists of 1,469,900 shares held Franklin Resources, Inc., Charles B.
Johnson, Rupert H. Johnson, Jr. and Franklin Advisors, Inc., reported
to the Company on Schedule 13G, filed on February 9, 1998, with the
Securities and Exchange Commission.
(5) Consists of 1,029,881 shares held by Hancock Mutual Life Insurance
Company, John Hancock Subsidiaries, Inc., and Hancock Venture
Partners, Inc., reported to the Company on Schedule 13G, filed on
February 11, 1998, with the Securities and Exchange Commission.
(6) Consists of 1,880,681 shares held by The Hill Partnership III and
40,000 shares held by Mr. Carman. Mr. Carman, a director of the
Company, is a general partner of Hill, Carman Ventures, the general
partner of The Hill Partnership III and, as such, may be deemed to
share voting and investment power with respect to shares held by the
Hill Partnership III. Mr. Carman disclaims beneficial ownership of
such shares except to the extent of his interest in such shares
arising from his interest in the Hill Partnership III.
(7) Consists of 43,750 shares held by a family trust and 43,750 shares
held by a second family trust as to which Mr. Cohn disclaims
beneficial ownership.
(8) Mr. Jarve, a director of the Company, is a general partner of MV
Management IV, L.P., the general partner of Menlo Ventures IV, L.P.,
and, as such, may be deemed to share voting and investment power with
respect to such shares. Mr. Jarve disclaims beneficial ownership of
such shares except to the extent of his interest in such shares
arising from his interests in the entities referred to herein.
<PAGE> 8
(9) Includes 30,000 shares held by Mr. Holland's wife as to which he
disclaims beneficial ownership. Also includes 112,499 shares issuable
upon exercise of options.
(10) Includes 73,437 shares issuable upon exercise of options.
(11) Includes 0 shares issuable upon exercise of options.
(12) Includes 55,208 shares issuable upon exercise of options.
(13) Includes 108,437 shares issuable upon exercise of options.
(14) Includes 76,562 shares issuable upon exercise of options.
(15) Includes 426,143 shares issuable upon exercise of options.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding the
compensation earned for services rendered in all capacities to the Company for
the three fiscal years ended December 31, 1997 by the Company's Chief Executive
Officer and each of the other executive officers whose compensation exceeded
$100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL OPTIONS COMP-
POSITION YEAR SALARY($) BONUS($) OTHER($) GRANTED (#) ENSATION($)
---- --------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Bruce M. Holland, 1997 $137,394 $0 $323 100,000 $ ---
Chief Executive 1996 133,706 --- --- --- ---
Officer and President 1995 121,551 --- --- 150,000 ---
Gary L. Bliss, Vice 1997 131,158 0 301 75,000 ---
President of 1996 127,629 --- --- --- ---
Engineering 1995 121,551 --- --- 75,000 ---
E. Ronald Elswick, 1997 129,715 0 491 75,000 ---
Vice President of 1996 126,264 --- --- --- ---
Operations 1995 120,394 --- --- 50,000 ---
William R. Mansfield, 1997 130,996 --- 498 40,000 ---
Chief Financial 1996 127,644 --- --- --- ---
Officer(1) 1995 12,110 --- --- 175,000 ---
William J. Palumbo, 1997 131,458 1,092 8,801 50,000 ---
Former Vice President 1996 127,629 15,281 10,500 --- ---
of Sales and Marketing 1995 121,551 50,228 11,000 75,000 ---
Michael P. Cronin 1997 49,688 75,503(3) 3,216 200,000 ---
Vice President of
Sales and Marketing(2)
</TABLE>
(1) Mr. Mansfield began working for the Company in November 1995.
(2) Mr. Cronin began working for the Company in August 1997.
(3) Includes $70,000 bonus in lieu of relocation allowance.
<PAGE> 9
OPTION GRANTS
The following table contains information concerning the stock options
granted under the Company's Stock Option Plan to each of the Named Executive
Officers during the fiscal year ended December 31, 1997.
OPTION GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL POTENTIAL REALIZABLE
SECURITIES OPTIONS VALUE AT ASSUMED ANNUAL
UNDERLYING GRANTED TO RATES OF STOCK PRICE
OPTIONS EMPLOYEES EXERCISE OR APPRECIATION FOR OPTION
GRANTED IN FISCAL BASE EXPIRATION TERM(2)
NAME (#)(1) YEAR PRICE/SHARE DATE 5% 10%
- --------------------------- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bruce M. Holland 100,000 (4) 13.0 $4.00 2/26/05 $190,982 $457,436
Gary L. Bliss 56,250 (3) 7.3 4.00 2/26/05 107,427 257,307
18,750 (4) 2.4 4.00 2/26/05 35,809 85,769
E. Ronald Elswick 59,375 (3) 7.7 4.00 2/26/05 113,396 271,602
15,625 (4) 2.0 4.00 2/26/05 29,841 71,474
William R. Mansfield 17,642 (3) 2.3 4.00 2/26/05 33,693 80,701
22,358 (4) 2.9 4.00 2/26/05 42,700 102,273
William J. Palumbo 46,875 (3) 6.1 3.75 5/1/05 83,928 201,021
3,125 (4) 0.4 3.75 5/1/05 5,595 13,401
Michael P. Cronin 106,664 (3) 13.9 3.75 10/24/05 190,977 457,424
93,336 (4) 12.2 3.75 10/24/05 167,114 400,268
</TABLE>
- -------------
(1) All options were granted under the Company's Stock Option Plan.
Generally, options granted under the Company's Stock Option Plan
become exercisable over a four year period (25% after the first twelve
months and 2.083% each month thereafter) and have eight year terms, so
long as the optionee's employment with the Company continues.
Incentive stock options are granted at no less than fair market value
as determined by the Board of Directors, provided that grants to 10%
stockholders have an exercise price not less than 110% of fair market
value. Non- qualified stock options have an exercise price of not less
than 85% of fair market value.
(2) This column reflects the potential realizable value of each grant
assuming that the market value of the Company's Common Stock
appreciates at five percent or ten percent annually from the date of
grant over the term of the option. There is no assurance provided to
any executive officer or any other holder of the Company's securities
that the actual stock price appreciation over the option term will be
at the assumed five percent or ten percent levels or at any other
defined level. Unless the market price of the Common Stock does in
fact appreciate over the option term, no value will be realized from
the option grants made to the Named Executive Officers.
(3) Incentive stock option.
(4) Non-qualified stock option.
<PAGE> 10
OPTION EXERCISES AND HOLDINGS
The following table sets forth information concerning option exercises
and option holdings under the Company's Stock Option Plan for the fiscal year
ended December 31, 1997, with respect to the Named Executive Officers.
AGGREGATE OPTIONS EXERCISED IN THE LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED OPTIONS VALUE OF UNEXERCISED, IN-THE-MONEY
NUMBER OF SHARES HELD AT DECEMBER 31, 1997 OPTIONS AT DECEMBER 31, 1997(2)
ACQUIRED VALUE ----------------------------- ----------------------------------
NAME ON EXERCISE REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- ----------- -------------- -------------- -------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Bruce M. Holland(3) 0 N/A 81,249 168,751 $ 0 $ 0
Gary L. Bliss 0 N/A 51,562 98,438 41,894 19,043
E. Ronald Elswick 0 N/A 34,375 90,625 27,930 12,695
William R. Mansfield(3) 0 N/A 91,145 123,855 0 0
William J. Palumbo 0 N/A 76,562 0 107,206 0
Michael P. Cronin(3) 0 N/A 0 200,000 0 0
</TABLE>
- ---------------
(1) Based on the fair market value of the Common Stock on the exercise
date, less the per share exercise price.
(2) Based on the fair market value of the underlying shares of Common
Stock of $2.81 per share, the closing price on December 31, 1997, as
reported by Nasdaq, less the per share exercise price.
(3) All options held by Messrs. Holland, Mansfield, and Cronin are at
prices above the $2.81 per share closing price reported by Nasdaq on
December 31, 1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For fiscal 1997, the compensation of the executive officers of the
Company was determined by the entire Board of Directors. Since October 11,
1995, the Company's Compensation Committee has made recommendations to the
Board regarding compensation of executive officers. Mr. Holland, a member of
the Board of Directors and the President of the Company, has participated in
the deliberations of the Board of Directors concerning executive officer
compensation, other than his own compensation.
DIRECTOR COMPENSATION
Directors currently do not receive compensation from the Company for
their service as members of the Board, but they are reimbursed for their
expenses in attending board and committee meetings.
<PAGE> 11
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From May 1990 through December 31, 1997, the Company had a sublease
with Incubix, Inc., pursuant to which the Company subleased its offices located
at 1650 38th Street, Suite 202E, Boulder, Colorado. Mr. Holland, the Company's
President and Chief Executive Officer, is the president and controlling
shareholder of Incubix, Inc. The sublease was on a month to month basis with
original payments of $3,333 per month. In May 1994, the monthly payment was
increased to $5,334, and in 1996, was subsequently increased to $5,534.
Incubix leased the space from an unaffiliated landlord under a lease which
provided for average monthly lease payments of $5,820 in 1996 and $6,097 in
1997.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Such persons are also required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
To the best of the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written representations
that no other reports were required, all Section 16(a) filing requirements
applicable to transactions during 1997 by its officers, directors and greater
than 10% beneficial owners were complied with.
2. APPROVAL OF AMENDMENT TO EMPLOYEE STOCK PURCHASE PLAN
The Employee Stock Purchase Plan (the "Purchase Plan") provides
employees (including officers) of the Company and its majority-owned
subsidiaries with an opportunity to purchase through payroll deductions Common
Stock at a purchase price that is 85% of the lower of the fair market value of
Common Stock at the beginning or end of an offering period. In March 1998, the
Board of Directors adopted an amendment to the Purchase Plan to increase the
number of shares of Common Stock reserved for issuance thereunder by 300,000,
bringing the total number of shares reserved for issuance under the Purchase
Plan to 800,000 shares and providing for an annual replenishment of shares
issued during the year. The proposed share increase and replenishment
provision will ensure that an adequate number of shares are available for
issuance under the Plan for the foreseeable future.
PROPOSED AMENDMENT
At the Annual Meeting, the stockholders are being asked to approve the
amendment to the Purchase Plan which increases the number of shares of Common
Stock authorized to be issued thereunder from a total of 500,000 shares to a
total of 800,000 shares and provides for an annual increase in the number of
shares available under the Plan in an amount equal to the lesser of the number
of shares of Common Stock issued under the Plan during the year or an amount
determined by the Board.
<PAGE> 12
VOTE REQUIRED
The affirmative vote of a majority of the shares represented at the
meeting (exclusive of broker non-votes) will be required to approve the
proposed amendment to the Purchase Plan.
RECOMMENDATION
THE BOARD OF DIRECTORS OF SPECTRALINK RECOMMENDS A VOTE IN FAVOR OF
PROPOSAL 2.
DESCRIPTION OF THE EMPLOYEE STOCK PURCHASE PLAN
The following is a summary of the terms of the Purchase Plan. Copies
of the Purchase Plan are available upon request from the Company. In addition,
a copy of the Purchase Plan is on file with the SEC.
Purpose. The purpose of the Purchase Plan is to provide employees
(including officers) of the Company with an opportunity to purchase Common
Stock through payroll deductions.
Administration. The Purchase Plan may be administered by the Board of
Directors of the Company or by a committee appointed by the Board and is
currently being administered by the Compensation Committee. All questions of
interpretation or application of the Purchase Plan are determined by the
Compensation Committee, whose decisions are final, conclusive and binding upon
all participants.
Eligibility and Participation. Any employee (including an officer)
who is employed for at least 20 hours per week and more than five months per
calendar year by the Company is eligible to participate in the Purchase Plan,
provided that such employee is so employed on the date his or her participation
in the plan is effective and subject to limitations imposed by Section 423(b)
of the Internal Revenue Code and limitations on stock ownership described in
the Purchase Plan. Eligible employees become participants in the Purchase Plan
by delivering to the Company's payroll office, prior to the commencement of the
applicable offering period, a subscription agreement authorizing payroll
deductions.
3. APPROVAL OF AMENDMENT TO STOCK OPTION PLAN
The Company's Stock Option Plan (the "Option Plan") provides for the
grant of incentive stock options to key employees of the Company and of
non-qualified stock options to key employees, consultants and directors, as
selected by the Committee.
PROPOSED AMENDMENT
At the Annual Meeting, the stockholders are being asked to approve the
amendment to the Option Plan adopted by the Board of Directors in March 1998,
increasing the number of shares of Common Stock authorized to be issued
thereunder from a total of 4,000,000 shares to a total of 5,000,000 shares.
<PAGE> 13
VOTE REQUIRED
The affirmative vote of a majority of the shares represented at the
meeting (exclusive of broker non-votes) will be required to approve the
proposed amendment to the Option Plan.
RECOMMENDATION
THE BOARD OF DIRECTORS OF SPECTRALINK RECOMMENDS A VOTE IN FAVOR OF
PROPOSAL 3.
DESCRIPTION OF THE STOCK OPTION PLAN
The following is a summary of the terms of the Option Plan. Copies of
the Option Plan are available upon request from the Company. In addition, a
copy of the Option Plan is on file with the SEC.
Purpose. The Option Plan was established for the purpose of providing
key employees and those associated with the Company the opportunity to
participate in the growth of the Company through the purchase of Common Stock.
Administration. The Option Plan is administered by the compensation
committee of the Company's Board of Directors (the "Committee"). The Committee
determines the key employees and consultants eligible to receive options and
the terms thereof, all in a manner consistent with the Option Plan.
Shares Subject to Options. The Option Plan, as proposed to be
amended, provides that the total number of shares of Common Stock that may be
subject to options shall be 5,000,000 shares. Shares subject to any option
which terminates or expires unexercised shall be available for subsequent
grants.
Eligibility. The Option Plan provides for the grant of incentive
stock options to key employees of the Company and of non-qualified stock
options to key employees, consultants and directors, as selected by the
Committee.
Terms of Options. The exercise price of incentive stock options
granted under the Option Plan shall be at least 100% of the fair market value
of the Common Stock on the date of grant and at least 110% of such value for
incentive stock options granted to any holder of 10% or more of the voting
power of all classes of stock of the Company. The exercise price of
non-qualified stock options shall be at least 85% of the fair market value of
the Common Stock on the date of grant. Options granted under the Option Plan
shall be exercisable for no more than eight years or, in the case of incentive
stock options granted to a 10% stockholder, for no more than five years. The
Committee may provide that any optionee may pay for shares upon exercise of an
option (i) in cash or (ii) by transferring to the Company shares of Common
Stock held for at least six months prior to the date of exercise. Under certain
circumstances, including termination of employment upon disability or death,
the option may be exercised for an extended period. As of December 31, 1997,
options to purchase a total of 880,662 shares of Common Stock had been
exercised, options to purchase a total of 1,813,874 shares at a weighted
average price of $2.80 per share were outstanding and 1,305,464 shares remained
available for future option grants.
<PAGE> 14
4. RATIFICATION OF SELECTION OF AUDITORS
The Board has selected Arthur Andersen LLP, independent public
accountants, as independent auditors for the Company for 1998. A resolution
will be submitted to stockholders at the meeting for ratification of such
selection and the accompanying proxy will be voted for such ratification,
unless instructions to the contrary are indicated therein. Although
ratification by stockholders is not a legal prerequisite to the Board's
selection of Arthur Andersen LLP as the Company's independent public
accountants, the Company believes such ratification to be appropriate. If the
stockholders do not ratify the selection of Arthur Andersen LLP, the selection
of independent public accountants will be reconsidered by the Board; however,
the Board may select Arthur Andersen LLP, notwithstanding the failure of the
stockholders to ratify its selection.
The Board expects that representatives of Arthur Andersen LLP will be
present at the meeting, will have an opportunity to make a statement if they so
desire, and will be available to respond to appropriate questions.
Arthur Andersen LLP has been the Company's independent public
accountants since 1991. During the fiscal year ended December 31, 1997, Arthur
Andersen LLP performed audit and other services for the Company including
attendance at meetings with the Audit Committee and the Board on matters
related to the audit, consultations during the year on matters related to
accounting, financial reporting and the review of financial and related
information that was included in filings with the Securities and Exchange
Commission.
The appointment of auditors is approved annually by the Board. The
decision of the Board is based upon the recommendation of the Audit Committee
of the Board. In making its recommendation as to the appointment of auditors,
the Audit Committee reviews both the proposed audit scope and the estimated
audit fees for the coming year.
THE BOARD OF DIRECTORS OF SPECTRALINK RECOMMENDS A VOTE IN FAVOR OF
PROPOSAL 4.
<PAGE> 15
5. MISCELLANEOUS MATTERS
As of the date of this Proxy Statement, the Board knows of no business
that will be presented for consideration at the meeting other than that which
has been referred to above. As to other business, if any, that may come before
the meeting, proxies in the enclosed form will be voted in accordance with the
judgment of the person or persons voting the proxies.
The Company's Certificate of Incorporation and Bylaws require that
there be furnished to the Company written notice with respect to the nomination
of a person for election as a director (other than a person nominated at the
direction of the Board), as well as the submission of a proposal (other than a
proposal submitted at the direction of the Board), at a meeting of
stockholders. In order for any such nomination or submission to be proper with
respect to the 1999 Annual Meeting, the notice must contain certain information
concerning the nominating or proposing stockholder, and the nominee or the
proposal, as the case may be, and must be furnished to the Company between
January 31, 1999, and March 2, 1999. A copy of the applicable provisions of the
Certificate of Incorporation and Bylaws may be obtained by a stockholder,
without charge, upon written request to the Secretary of the Company at its
principal executive offices.
In addition to the foregoing, in accordance with the rules of the SEC,
any proposal of a stockholder intended to be presented at the Company's 1999
Annual Meeting of Stockholders must be received by the Secretary of the Company
by December 12, 1998 in the form and subject to the other requirements of the
applicable rules of the SEC, in order for the proposal to be considered for
inclusion in the Company's notice of meeting, proxy statement and proxy
relating to the 1999 Annual Meeting.
COST OF PROXY SOLICITATION
The Company will bear the cost of the solicitation of proxies,
including the charges and expenses of brokerage firms and others for forwarding
solicitation material to beneficial owners of shares of Common Stock. In
addition to solicitation by mail, officers and regular employees of the Company
may solicit proxies personally or by telephone. No compensation other than
their regular compensation will be paid to officers or employees for any
solicitation which they may make.
At any time prior to being voted, the enclosed proxy is revocable by
written notice to the Secretary of the Company or by appearance at the meeting
to vote in person.
By Order of the Board of Directors,
William R. Mansfield
Secretary
April 10, 1998
<PAGE> 16
PROXY
SPECTRALINK CORPORATION
5755 Central Avenue
Boulder, Colorado 80301
The undersigned hereby appoints Bruce M. Holland and William R. Mansfield
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse side, all shares of common
stock of SpectraLink Corporation (the "Company") held of record by the
undersigned on March 13, 1998 at the Annual Meeting of Stockholders to be held
on May 12, 1998 and any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE
VOTED FOR SUCH PROPOSAL.
PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE. SEE REVERSE
SIDE SIDE
<PAGE> 17
Dear Stockholder:
Please take note of the important information enclosed with this Proxy. There
are a number of issues related to the operation of the Company that require your
immediate attention.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on the proxy card to indicate how your shares will be
voted. Then sign the card, detach it, and return your Proxy in the enclosed
postage paid envelope.
Thank you in advance for your prompt consideration of these matters.
SINCERELY,
SPECTRALINK CORPORATION
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE
1. Election of Directors
Nominees: Bruce M. Holland, Carl D. Carman,
Burton J. McMurtry, F. Gibson Myers Jr.
FOR WITHHELD
[ ] [ ]
[ ]
--------------------------------------
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. Amend the Stock Purchase Plan to [ ] [ ] [ ]
increase shares of Common Stock.
3. Amend the Stock Option Plan to [ ] [ ] [ ]
increase shares of Common Stock.
4. Ratify the selection of Arthur [ ] [ ] [ ]
Andersen LLP, independent public
accountants, as auditors.
5. In their discretion, the proxies are authorized to vote upon any other
business that may properly come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as your name appears hereon. Joint owners should each sign.
Executors, administrators, trustees, guardians, or other fiduciaries should give
full title as such. If signing for a corporation, please sign in full corporate
name by a duly authorized officer.
Signature Date
--------------------------------- --------------------------
Signature Date
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