<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
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (se forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, schedule or Registration Statement No.:
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3) Filing Party:
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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 Hotel Boulderado, 2115 13th
Street, Boulder, Colorado, on Tuesday, May 11, 1999, 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 ratify the selection of Arthur Andersen LLP, independent public
accountants, as auditors for the Company for the fiscal year ending December
31, 1999.
3. 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 8, 1999, 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,
/S/ WILLIAM R. MANSFIELD
William R. Mansfield, Secretary
March 26, 1999
<PAGE> 3
SPECTRALINK CORPORATION
5755 CENTRAL AVENUE
BOULDER, COLORADO 80301
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 11, 1999
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 8, 1999. A copy of the Company's Annual Report
for 1998 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 8, 1999,
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 18,986,799 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
Pursuant to the Company's Bylaws, the Board has fixed the number of
directors at five, 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>
======================================= ================== ========================================================
<S> <C> <C>
Name, Age and Position Director Principal Occupation During Past Five Years
with the Company Since and Other Directorships
======================================= ================== ========================================================
Bruce M. Holland, 47 1990 President and Chief Executive Officer of SpectraLink
President, Chief Executive Officer since 1990; Director of Exabyte Corporation until May
and Director 1998.
- --------------------------------------- ------------------ --------------------------------------------------------
Carl D. Carman, 62 1990 General Partner in Hill, Carman Ventures since 1989;
Director Director of Symantec Corporation.
- --------------------------------------- ------------------ --------------------------------------------------------
Burton J. McMurtry, 64 1990 General Partner of various limited partnerships that,
Director 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., 56 1991 General Partner in Mayfield Fund's
Director partnership funds since 1970.
- --------------------------------------- ------------------ --------------------------------------------------------
Anthony V. Carollo, Jr., 57 1998 President and Chief Executive Officer of Xantel
Director Corporation since 1998; President of Fujitsu Business
Communication Systems from 1991 to 1998; Director of
Syntellect Inc.; Director of Marshall & Iisley Trust
Company of Arizona.
======================================= ================== ========================================================
</TABLE>
The Board of Directors met five times during 1998. 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.
COMMITTEES
The Board of Directors has Audit and Compensation Committees. The
Compensation Committee consists of Messrs. Carman 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 1998.
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 1998.
<PAGE> 5
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
===========================================================================================================
<S> <C>
Name, Age and Position with the Principal Occupation During Past Five Years
Company
- -------------------------------------------------- --------------------------------------------------------
Bruce M. Holland, 47 President and Chief Executive Officer of SpectraLink
President, Chief Executive Officer since 1990.
- -------------------------------------------------- --------------------------------------------------------
Gary L. Bliss, 48 Vice President of Engineering of SpectraLink since
Vice President of Engineering 1990.
- -------------------------------------------------- --------------------------------------------------------
Michael P. Cronin, 42 Vice President of Sales and Marketing of SpectraLink
Vice President of Sales & Marketing since August 1997; Vice President, North American
Sales, of VTEL Corporation from 1994 to 1997.
- -------------------------------------------------- --------------------------------------------------------
E. Ronald Elswick, 55 Vice President of Operations of SpectraLink since 1991.
Vice President of Operations
- -------------------------------------------------- --------------------------------------------------------
William R. Mansfield, 54 Vice President of Finance & Administration, Chief
Vice President of Finance & Administration, Financial Officer and Secretary of SpectraLink since
Chief Financial Officer & Secretary November 1995. Executive Vice President of OneComm
Corp. from 1994 to 1995.
===========================================================================================================
</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 Executive Officers mentioned above; and (iv) the Company's
directors and executive officers as a group. All such information is given as
of December 31, 1998, 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 20.6%
2480 Sand Hill Road, Suite 101
Menlo Park, CA 94025
Mayfield VI(3) 2,667,619 14.0
2800 Sand Hill Road, Suite 250
Menlo Park, CA 94025
The Hill Partnership III(4) 1,880,681 9.9
885 Arapahoe Avenue
Boulder, CO 80302
Carl D. Carman(4) 1,920,681 10.1
Anthony V. Carollo, Jr. 3,000 *
Burton J. McMurtry(2) 3,909,078 20.6
F. Gibson Myers, Jr.(3) 2,667,619 14.0
Bruce M. Holland(5) 2,114,998 11.0
Gary L. Bliss(6) 639,387 3.3
Michael P. Cronin(7) 83,666 *
E. Ronald Elswick(8) 245,348 1.3
William R. Mansfield(9) 208,088 1.1
All directors and executive officers as a group 11,791,865 60.2
(9 persons)(10)
</TABLE>
*less than 1%
(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.
<PAGE> 7
(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 2,577,583
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) 1,880,681 shares are held by The Hill Partnership III. Mr. Carman
holds 40,000 shares. 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.
(5) Includes 30,000 shares held by Mr. Holland's wife as to which he
disclaims beneficial ownership. Also includes 174,998 shares issuable
upon exercise of options.
(6) Includes 110,937 shares issuable upon exercise of options.
(7) Includes 66,666 shares issuable upon exercise of options.
(8) Includes 86,458 shares issuable upon exercise of options.
(9) Includes 162,186 shares issuable upon exercise of options.
(10) Includes 601,245 shares issuable upon exercise of options.
<PAGE> 8
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, 1998 by the Company's Chief Executive
Officer and each of the other executive officers whose compensation exceeded
$100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL OPTIONS COMP-
POSITION YEAR SALARY($) BONUS($) OTHER($) GRANTED (#) ENSATION($)
---- --------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Bruce M. Holland, Chief 1998 $151,488 $ 0 $ 324 60,000 $ ---
Executive Officer and 1997 137,394 0 323 100,000 ---
President 1996 133,706 --- --- --- ---
Gary L. Bliss, Vice 1998 141,960 0 303 40,000 ---
President of Engineering 1997 131,158 0 301 75,000 ---
1996 127,629 --- --- --- ---
E. Ronald Elswick, Vice 1998 140,615 0 774 40,000 ---
President of Operations 1997 129,715 0 491 75,000 ---
1996 126,264 --- --- --- ---
William R. Mansfield, 1998 142,008 0 501 40,000 ---
Chief Financial Officer 1997 130,996 0 498 40,000 ---
1996 127,644 --- --- --- ---
Michael P. Cronin 1998 154,488 26,922 11,245 20,000 ---
Vice President of Sales 1997 49,688 75,503(2) 3,216 200,000 ---
and Marketing(1)
</TABLE>
[1] Mr. Cronin began working for the Company in August 1997.
[2] 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, 1998.
OPTION GRANTS IN THE LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
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 60,000 (4) 14.2 3.63 03/05/06 $103,847 $248,731
Gary L. Bliss 23,706 (3) 5.6 3.63 03/05/06 41,030 98,273
16,294 (4) 3.8 3.63 03/05/06 28,201 67,547
E. Ronald Elswick 24,568 (3) 5.8 3.63 03/05/06 42,522 101,847
15,432 (4) 3.6 3.63 03/05/06 26,709 63,974
William R. Mansfield 22,500 (3) 5.3 3.63 03/05/06 38,943 93,274
17,500 (4) 4.1 3.63 03/05/06 30,289 72,546
Michael P. Cronin 1,250 (3) .3 3.63 03/05/06 2,163 5,182
18,750 (4) 4.4 3.63 03/05/06 32,452 77,728
</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, 1998, 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 VALUE OF UNEXERCISED,
SHARES NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY
ACQUIRED VALUE HELD AT DECEMBER 31, 1998 OPTIONS AT DECEMBER 31, 1998(2)
NAME ON EXERCISE REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ----------- -------------- ------------------------------ -------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bruce M. Holland 0 N/A 164,582 145,418 $48,093 $12,657
Gary L. Bliss 0 N/A 104,687 85,313 114,257 7,618
E. Ronald Elswick 0 N/A 81,250 83,750 76,172 5,078
William R. Mansfield 0 N/A 153,228 101,772 16,862 5,013
Michael P. Cronin(3) 0 N/A 58,333 161,667 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 $3.63 per share, the closing price on December 31, 1998, as
reported by NASDAQ, less the per share exercise price.
(3) All options held by Mr. Cronin are at prices above the $3.63 per share
closing price reported by NASDAQ on December 31, 1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For fiscal 1998, 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 cash 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. Additionally, Mr. Carollo,
upon his appointment as a director, received a non-qualified stock option to
purchase 35,000 shares of the Company's common stock at $5.13 per share.
<PAGE> 11
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company rented office space, on a month-to-month basis, from an
affiliated company owned by one of the Company's shareholders. Total rent paid
to related parties was approximately $72,000 and $65,000 for the years ended
December 31, 1997 and 1996, respectively. This rental agreement ended December
31, 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 1998 by its officers, directors and greater
than 10% beneficial owners were complied with.
<PAGE> 12
2. RATIFICATION OF SELECTION OF AUDITORS
The Board has selected Arthur Andersen LLP, independent public
accountants, as independent auditors for the Company for 1999. 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, 1998, 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 2.
<PAGE> 13
3. 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 2000 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, 2000, and March 2, 2000. 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 2000
Annual Meeting of Stockholders must be received by the Secretary of the Company
by December 12, 1999 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 2000 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,
/s/ WILLIAM R. MANSFIELD
William R. Mansfield
Secretary
March 26, 1999
<PAGE> 14
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 authorized 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 8, 1999 at the Annual Meeting of Stockholders to be held on May 11, 1999
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.
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.
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
<PAGE> 15
/X/ Please mark votes as in this example
1. Election of Directors
Nominees: Bruce M. Holland, Carl D. Carman, Anthony V. Carollo, Jr.,
Burton J. McMurtry, F. Gibson Myers Jr.,
For Withheld
/ / / /
/ /
---------------------------------------------------------------------
For all nominees except noted above
Signature: Date:
---------------------------------------- -----------------------
For Against Abstain
2. Ratify the selection of / / / / / /
Arthur Andersen LLP,
independent public
accountants, as auditors.
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:
---------------------------------------- -----------------------
<PAGE> 16
- -----------------
VOTE BY TELEPHONE
- -----------------
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
1-877-PRX-VOTE (1-877-779-8683).
Follow these four easy steps:
1. Read the accompanying Proxy
Statement/Prospectus and Proxy Card.
2. Call the toll-free number
1-877-PRX-VOTE (1-877-779-8683). For
shareholders residing outside the United
States call collect on a touch-tone phone
1-201-536-8073.
3. Enter your 14-digit Control Number located
on your Proxy Card above your name.
4. Follow the recorded instructions.
YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime!
- ----------------
VOTE BY INTERNET
- ----------------
It's fast, convenient, and your vote is immediately
confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy
Statement/Prospectus and Proxy Card.
2. Go to the Website
http://www.eproxyvote.com/snlk
3. Enter your 14-digit Voter Control Number
located on your Proxy Card above your name.
4. Follow the instructions provided.
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