<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
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):
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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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
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<PAGE> 2
SPECTRALINK CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I - PURPOSE
1.1. PURPOSE. The Spectralink Corporation Employee Stock Purchase Plan
is intended to provide a method whereby employees of Spectralink Corporation and
its subsidiary corporations (hereinafter referred to, unless the context
otherwise requires, as the "Company") will have an opportunity to acquire a
proprietary interest in the Company through the purchase of shares of the Common
Stock of the Company. It is the intention of the Company to have the Plan
qualify as an "employee stock purchase plan" under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall
be construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.
ARTICLE II - DEFINITIONS
2.1. BASE PAY. "Base Pay" shall mean regular straight-time earnings,
including shift premiums, but excluding payments for overtime, bonuses and other
special payments, commissions and other marketing incentive payments.
2.2. COMMITTEE. "Committee" shall mean the individuals described in
Article XI.
2.3. EMPLOYEE. "Employee" means any person who is customarily employed
on a regular full-time or part-time basis by the Company and is regularly
scheduled to work more than 20 hours per week.
2.4. SUBSIDIARY CORPORATION. "Subsidiary Corporation" shall mean any
present or future corporation which (i) would be a "subsidiary corporation" of
Spectralink Corporation as that term is defined in Section 424 of the Code and
(ii) is designated as a participant in the Plan by the Committee.
ARTICLE III - ELIGIBILITY AND PARTICIPATION
3.1. INITIAL ELIGIBILITY. Any employee who is employed by the Company
on the Offering Commencement Date (as defined below) shall be eligible to
participate in such Offering.
3.2. LEAVE OF ABSENCE. For purposes of participation in the Plan, a
person on leave of absence shall be deemed to be an employee for the first 90
days of such leave of absence and such employee's employment shall be deemed to
have terminated (for purposes of this Plan only) at the close of business on the
90th day of such leave of absence unless such employee shall have returned to
regular full-time or part-time employment (as the case may be) prior to the
close of business on such 90th day. Termination by the Company of any employee's
leave of absence, other than termination of such leave of absence on return to
full-time or part-time employment, shall terminate an employee's employment for
all purposes of the Plan and shall terminate such employee's participation in
the Plan and right to exercise any option.
<PAGE> 3
3.3. RESTRICTIONS ON PARTICIPATION. Notwithstanding any provisions of
the Plan to the contrary, no employee shall be granted an option to participate
in the Plan:
(a) If, immediately after the grant, such employee would own
stock, and/or hold outstanding options to purchase stock, possessing 5% or more
of the total combined voting power or value of all classes of stock of the
Company (for purposes of this paragraph, the rules of Section 424(d) of the Code
shall apply in determining stock ownership of any employee); or
(b) Which permits his rights to purchase stock under all
employee stock purchase plans of the Company to accrue at a rate which exceeds
$25,000 in fair market value of the Common Stock (determined at the time such
option is granted) for each calendar year in which such option is outstanding.
3.4. COMMENCEMENT OF PARTICIPATION. An eligible employee may become a
participant by completing an authorization for a payroll deduction on the form
provided by the Company and filing it with the office of the Treasurer of the
Company on or before the date set therefor by the Committee, which date shall be
prior to the Offering Commencement Date for the Offering (as such terms are
defined below). Payroll deductions for a participant shall commence on the
applicable Offering Commencement Date when his authorization for a payroll
deduction becomes effective and shall end on the Offering Termination Date of
the Offering to which such authorization is applicable unless sooner terminated
by the participant as provided in Article VIII.
ARTICLE IV - OFFERINGS
4.1. ANNUAL OFFERINGS. The Plan will be implemented by semiannual
offerings of the Company's Common Stock (the "Offerings") beginning on the 1st
day of January and the 1st day of July in each year, and terminating on June 30
and December 31 of the same year, respectively. The maximum number of shares
subject to issue under the Plan is 900,000, subject to the annual increase
described below, all as subject to adjustment for stock splits, stock dividends,
reclassifications and the like. The maximum number of shares reserved for
issuance under this Plan will automatically be increased on the first day of
each fiscal year, beginning with the fiscal year commencing January 1, 2001, by
an amount equal to 60,000 shares. Notwithstanding the above, the first Offering
shall begin on November 1, 1995 and terminate on June 30, 1996, with no Offering
beginning on January 1, 1996.
As used in the Plan, "Offering Commencement Date" means the November 1,
1995, or the January 1 or July 1 date, as the case may be, on which the
particular Offering begins and "Offering Termination Date" means the June 30 or
December 31 date, as the case may be, on which the particular Offering
terminates. If an Offering period begins or terminates on a Saturday, Sunday or
legal holiday, then the first or last day of the Offering, as applicable, shall
be the first business day after that date (for Offering period commencements) or
the last business day prior to that date (for Offering period terminations).
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ARTICLE V - PAYROLL DEDUCTIONS
5.1. AMOUNT OF DEDUCTION. At the time a participant files his
authorization for payroll deduction, he shall elect to have deductions made from
his pay on each payday during the time he is a participant in an Offering at the
rate of 1, 2, 3, 4, 5, 6, 7, 8, 9 or 10% of his base pay in effect at the
Offering Commencement Date of such Offering. In the case of a part-time hourly
employee, such employee's Base Pay during an Offering shall be determined by
multiplying such employee's hourly rate of pay in effect on the Offering
Commencement Date by the number of regularly scheduled hours of work for such
employee during such Offering.
5.2. PARTICIPANT'S ACCOUNT. All payroll deductions made for a
participant shall be credited to his account under the Plan. A participant may
not make any separate cash payment into such account except when on leave of
absence and then only as provided in Section 5.4, below.
5.3. CHANGES IN PAYROLL DEDUCTIONS. A participant may discontinue his
participation in the Plan as provided in Article VIII, but no other change can
be made during an Offering, except that a participant may decrease the amount of
his payroll deductions for that Offering one (1) time during any Offering.
5.4. LEAVE OF ABSENCE. If a participant goes on a leave of absence,
such participant shall have the right to elect: (a) to withdraw the balance in
his account pursuant to Section 7.2, (b) to discontinue contributions to the
Plan but remain a participant in the Plan, or remain a participant in the Plan
during such leave of absence, authorizing deductions to be made from payments by
the Company to the participant during such leave of absence and undertaking to
make cash payments to the Plan at the end of each payroll period to the extent
that amounts payable by the Company to such participant are insufficient to meet
such participant's authorized Plan deductions.
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ARTICLE VI - GRANTING OF OPTION
6.1. NUMBER OF OPTION SHARES. On each Offering Commencement Date, a
participating employee shall be deemed to have been granted an option to
purchase a maximum number of shares of the Common Stock of the Company equal to
an amount determined as follows: an amount equal to (i) that percentage of the
employee's Base Pay which he has elected to have withheld (but not in any case
in excess of 10%) multiplied by (ii) the employee's Base Pay on the Offering
Commencement Date divided by (iii) 85% of the market value of the Common Stock
of the Company on the Offering Commencement Date or Offering Termination Date
(as determined pursuant to Section 6.2, below). The market value of the
Company's stock shall be determined as provided in paragraphs (a) and (b) of
Section 6.2 below. An employee's Base Pay during the period of an offering shall
be determined by multiplying his normal monthly rate of pay (as in effect on the
Offering Commencement Date) by 6, or the hourly rate by 1040, as the case may
be, provided that, in the case of a part time hourly employee, the employee's
Base Pay during the period of an Offering shall be determined by multiplying
such employee's hourly rate by the number of regularly scheduled hours of work
for such employee during such Offering. An employee's Base Pay during the
Offering with the Offering Commencement Date of November 1, 1995 shall be
determined by multiplying his normal monthly rate of pay (as determined on the
Offering Commencement Date) by 8, or the hourly rate by 1387.
6.2. OPTION PRICE. The option price of Common Stock purchased with
payroll deductions made during an Offering for a participant therein shall be
the lower of:
(a) 85% of the closing price of the Common Stock on the
Offering Commencement Date or the nearest prior business day on which trading
occurred on the NASDAQ National Market System; or
(b) 85% of the closing price of the Common Stock on the
Offering Termination Date or the nearest prior business day on which trading
occurred on the NASDAQ National Market System. If the Common Stock of the
Company is not admitted to trading on any of the aforesaid dates for which
closing prices of the Common Stock are to be determined, then reference shall be
made to the fair market value of the Common Stock on that date, as determined on
such basis as shall be established or specified for the purpose by the
Committee.
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ARTICLE VII - EXERCISE OF OPTION
7.1. AUTOMATIC EXERCISE. Unless a participant gives written notice to
the Company as hereinafter provided, his option for the purchase of Common Stock
with payroll deductions made during any Offering will be deemed to have been
exercised automatically on the Offering Termination Date applicable to such
Offering, for the purchase of the number of full shares of Common Stock which
the accumulated payroll deductions in his account at that time will purchase at
the applicable option price (but not in excess of the number of shares for which
options have been granted to the employee pursuant to Section 6.1), and any
excess in his account at that time will be returned to him.
7.2. WITHDRAWAL OF ACCOUNT. By written notice to the Plan
Administrator, at any time prior to the Offering Termination Date applicable to
any Offering, a participant may elect to withdraw all the accumulated payroll
deductions in his account at such time.
7.3. FRACTIONAL SHARES. Fractional shares will not be issued under the
Plan and any accumulated payroll deductions which would have been used to
purchase fractional shares will be returned to any employee promptly following
the termination of an Offering, without interest.
7.4. TRANSFERABILITY OF OPTION. During a participant's lifetime,
options held by such participant shall be exercisable only by that participant.
7.5. DELIVERY OF STOCK. As promptly as practicable after the Offering
Termination Date of each Offering, the Company will deliver to each participant,
as appropriate, a certificate representing the shares of Common Stock purchased
upon exercise of his option.
ARTICLE VIII - WITHDRAWAL
8.1. IN GENERAL. As indicated in Section 7.2, a participant may
withdraw payroll deductions credited to his account under the Plan at any time
by giving written notice to the Plan Administrator. All of the participant's
payroll deductions credited to his account will be paid to him promptly after
receipt of his notice of withdrawal, and no further payroll deductions will be
made from his pay during such Offering. The Company may, at its option, treat
any attempt to borrow by an employee on the security of his accumulated payroll
deductions as an election, under Section 3.2, to withdraw such deductions.
8.2. EFFECT ON SUBSEQUENT PARTICIPATION. A participant's withdrawal
from any Offering will not have any effect upon his eligibility to participate
in any succeeding Offering or in any similar plan which may hereafter be adopted
by the Company.
8.3. TERMINATION OF EMPLOYMENT. Upon termination of the participant's
employment for any reason (but excluding retirement or death while in the employ
of the Company or during continuation of a leave of absence for a period beyond
90 days), the payroll deductions credited to his account will be returned to
him, or, in the case of his death subsequent to the termination of his
employment, to the person or persons entitled thereto under Section 12.1.
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8.4. TERMINATION OF EMPLOYMENT DUE TO DEATH. Upon termination of the
participant's employment because of his death, his beneficiary (as defined in
Section 12.1) shall have the right to elect, by written notice given to the Plan
Administrator prior to the earlier of the Offering Termination Date or the
expiration of a period of sixty (60) days commencing with the date of the death
of the participant, either:
(a) To withdraw all of the payroll deductions credited to the
participant's account under the Plan, or
(b) To exercise the participant's option for the purchase of
stock on the Offering Termination Date next following the date of the
participant's death for the purchase of the number of full shares of stock which
the accumulated payroll deductions in the participant's account at the date of
the participant's death will purchase at the applicable option price, and any
excess in such account will be returned to said beneficiary, without interest.
In the event that no such written notice of election shall be duly
received by the Plan Administrator, the beneficiary shall automatically be
deemed to have elected, pursuant to paragraph (b), to exercise the participant's
option.
8.5. TERMINATION OF EMPLOYMENT DUE TO RETIREMENT. Upon termination of
the participant's employment because of his retirement, the participant shall
have the right to elect, by written notice given to the Plan Administrator prior
to the earlier of the Offering Termination Date or the expiration of a period of
sixty (60) days commencing with the date of the retirement of the participant,
either:
(a) To withdraw all of the payroll deductions credited to the
participant's account under the Plan, or
(b) To exercise the participant's option for the purchase of
stock on the Offering Termination Date next following the date of the
participant's retirement for the purchase of the number of full shares of stock
which the accumulated payroll deductions in the participant's account at the
date of the participant's retirement will purchase at the applicable option
price, and any excess in such account will be returned to the participant,
without interest.
In the event that no such written notice of election shall be duly received by
the Plan Administrator, the participant shall automatically be deemed to have
elected to withdraw all payroll deductions pursuant to paragraph (a), above.
8.6. LEAVE OF ABSENCE. A participant on leave of absence shall, subject
to the election made by such participant pursuant to Section 5.4, continue to be
a participant in the Plan so long as such participant is on continuous leave of
absence. A participant who has been on leave of absence for more than 90 days
and who therefore is not an employee for the purpose of the Plan shall not be
entitled to participate in any offering commencing after the 90th day of such
leave of absence. Notwithstanding any other provisions of the Plan, unless a
participant on leave of absence returns to regular full time or part time
employment with the Company at the earlier of: (a) the termination of such leave
of absence, or (b) three months from the 90th day of such leave of absence, such
participant's participation in the Plan shall terminate on whichever of such
dates first occurs.
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ARTICLE IX - INTEREST
9.1. NO PAYMENT OF INTEREST. No interest will be paid or allowed on any
money paid into the Plan or credited to the account of any participant employee.
ARTICLE X - STOCK
10.1. MAXIMUM SHARES. The maximum number of shares which shall be
issued under the Plan is set forth in Section 4.1, subject to adjustment upon
changes in capitalization of the Company as provided in Section 12.4. If the
total number of shares for which options are exercised in any Offering
Termination Date in accordance with Article VI exceeds the maximum number of
shares for the Plan, the Company shall make a pro rata allocation of the shares
available for delivery and distribution in as nearly a uniform manner as shall
be practicable and as it shall determine to be equitable, and the balance of
payroll deductions credited to the account of each participant under the Plan
shall be returned to him as promptly as possible.
10.2. PARTICIPANT'S INTEREST IN OPTION STOCK. The participant will have
no interest in the shares of Common Stock covered by his option until such
option has been exercised.
10.3. REGISTRATION OF STOCK. Stock to be delivered to a participant
under the Plan will be registered in the name of the participant, or, if the
participant so directs by written notice to the Plan Administrator prior to the
Offering Termination Date applicable thereto, in the names of the participant
and one such other person as may be designated by the participant, as joint
tenants with rights of survivorship or as tenants by the entireties, to the
extent permitted by applicable law.
10.4. RESTRICTIONS ON EXERCISE. The Board of Directors may, in its
discretion, require as conditions to the exercise of any option that the shares
of Common Stock reserved for issuance upon the exercise of the option shall have
been duly listed, upon official notice of issuance, upon a stock exchange, and
that either:
(a) A Registration Statement under the Securities Act of 1933,
as amended, with respect to said shares shall be effective, or
(b) The participant shall have represented at the time of
purchase, in form and substance satisfactory to the Company, that it is his
intention to purchase the shares for investment and not for resale or
distribution.
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ARTICLE XI - ADMINISTRATION
11.1. APPOINTMENT OF COMMITTEE. The Board of Directors shall appoint a
committee (the "Committee") to administer the Plan, which shall consist of no
fewer than two members of the Board of Directors, none of whom are employees of
the Company. No member of the Committee shall be eligible to purchase shares of
Common Stock under the Plan. Each member of the Committee shall be a
"disinterested person" as that term is defined in Rule 16b-3 of the Securities
Exchange Act of 1934, as such rule may be amended from time to time.
11.2. AUTHORITY OF COMMITTEE. Subject to the express provisions of the
Plan, the Committee shall have plenary authority in its discretion to interpret
and construe any and all provisions of the Plan, to adopt rules and regulations
for administering the Plan, and to make all other determinations deemed
necessary or advisable for administering the Plan. The Committee's determination
on the foregoing matters shall be conclusive.
11.3. RULES GOVERNING THE ADMINISTRATION OF THE COMMITTEE. The Board of
Directors may from time to time appoint members of the Committee in substitution
for or in addition to members previously appointed and may fill vacancies,
however caused, in the Committee. The Committee may select one of its members as
its Chairman and shall hold its meetings at such times and places as it shall
deem advisable and may hold telephonic meetings. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. The Committee may correct any defect or omission or
reconcile any inconsistency in the Plan, in the manner and to the extent it
shall deem desirable. Any decision or determination reduced to writing and
signed by a majority of the members of the Committee shall be as fully effective
as if it had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary and shall make such rules and regulations for
the conduct of its business as it shall deem advisable.
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11.4. ADMINISTRATION OF PLAN. The day to day functions of the Plan
shall be administered by a Plan Administrator who shall be appointed by the
Committee. All notices and authorizations under the Plan shall be directed to
the attention of the Plan Administrator.
ARTICLE XII - MISCELLANEOUS
12.1. DESIGNATION OF BENEFICIARY. A participant may file a written
designation of a beneficiary who is to receive any shares of Common Stock and/or
cash distributed under the Plan. Such designation of beneficiary may be changed
by the participant at any time by written notice to the Plan Administrator. Upon
the death of a participant and upon receipt by the Company of proof of identity
and existence at the participant's death of a beneficiary validly designated by
him under the Plan, the Company shall deliver such shares of Common Stock and/or
cash to such beneficiary. In the event of the death of a participant and in the
absence of a beneficiary validly designated under the Plan who is living at the
time of such participant's death, the company shall deliver such stock and/or
cash to the executor or administrator of the estate of the participant, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such stock and/or cash to
the spouse or to any one or more dependents of the participant as the Company
may designate. No beneficiary shall, prior to the death of the participant by
whom he has been designated, acquire any interest in the shares of Common Stock
or cash credited to the participant under the Plan.
12.2. TRANSFERABILITY. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive stock under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way by the participant other than by will or the
laws of descent and distribution. Any such attempted assignment, transfer,
pledge or other disposition shall be without effect, except that the Company may
treat such act as an election to withdraw funds in accordance with Section 7.2.
12.3. USE OF FUNDS. All payroll deductions received or held by the
Company under this Plan may be used by the Company for any corporate purpose and
the Company shall not be obligated to segregate such payroll deductions.
12.4. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
(a) If, while any options are outstanding, the outstanding
shares of Common Stock of the Company have increased, decreased, changed into,
or been exchanged for a different number or kind of shares or securities of the
Company through reorganization, recapitalization, reclassification, stock split,
reverse stock split or similar transaction, appropriate and proportionate
adjustments may be made by the Committee in the number and/or kind of shares
which are subject to purchase under outstanding options and on the option
exercise price or prices applicable to such outstanding options. In addition, in
any such event, the number and/or kind of shares which may be offered in the
Offerings described in Article IV hereof shall also be proportionately adjusted.
No adjustments shall be made for stock dividends. For the purposes of this
paragraph, any distribution of shares to shareholders in an amount aggregating
20% or more of the outstanding shares shall be deemed a stock split and any
distributions of shares aggregating less than 20% of the outstanding shares
shall be deemed a stock dividend.
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<PAGE> 11
(b) Upon the dissolution or liquidation of the Company, or
upon a reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a reorganization, merger or consolidation of the Company with one or
more corporations as a result of which the holders of the Corporation's capital
stock prior to such transaction hold less than 50% of the capital stock of the
entity surviving such transaction, or upon a sale of all or substantially all of
the property or stock of the Company to another corporation, the holder of each
option then outstanding (and for which payroll deductions have been made) under
the Plan will thereafter be entitled to receive at the next Offering Termination
Date upon the exercise of such option for each share as to which such option
shall be exercised, as nearly as reasonably may be determined, the cash,
securities and/or property which a holder of one share of the Common Stock was
entitled to receive upon and at the time of such transaction. The Board of
Directors shall take such steps in connection with such transactions as the
Board shall deem necessary to assure that the provisions of this Section 12.4
shall thereafter be applicable, as nearly as reasonably may be determined, in
relation to the said cash, securities and/or property as to which such holder of
such option might thereafter be entitled to receive.
12.5. AMENDMENT AND TERMINATION. The Board of Directors shall have
complete power and authority to terminate or amend the Plan; provided, however,
that the Board of Directors shall not, without the approval of the shareholders
of the Corporation (i) increase the maximum number of shares which may be issued
under any Offering (except pursuant to Section 12.4); (ii) amend the
requirements as to the class of employees eligible to purchase stock under the
Plan or (iii) permit the members of the Committee to purchase stock under the
Plan. No termination, modification, or amendment of the Plan may, without the
consent of an employee then having an option under the Plan to purchase stock,
adversely affect the rights of such employee under such option; provided that
the Plan may be terminated at any time by the Company's Board of Directors. Upon
any termination of the Plan, all payroll deductions not used to purchase shares
of Common Stock shall be refunded.
12.6. EFFECTIVE DATE. The Plan shall become effective as of November 1,
1995, subject to approval by the holders of the majority of the Common Stock
present and represented at a special or annual meeting of the shareholders held
on or before October 31, 1996. If the Plan is not so approved, the Plan shall
not become effective.
12.7. NO EMPLOYMENT RIGHTS. The Plan does not, directly or indirectly,
create any right for the benefit of any employee or class of employees to
purchase any shares under the Plan, or create in any employee or class of
employees any right with respect to continuation of employment by the Company,
and it shall not be deemed to interfere in any way with the Company's right to
terminate, or otherwise modify, an employee's employment at any time.
12.8. EFFECT OF PLAN. The provisions of the Plan shall, in accordance
with its terms, be binding upon, and inure to the benefit of, all successors of
each employee participating in the Plan, including, without limitation, such
employee's estate and the executors, administrators or trustees thereof, heirs
and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of such employee.
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<PAGE> 12
12.9. GOVERNING LAW. The law of the State of Delaware will govern all
matters relating to this Plan except to the extent it is superseded by the laws
of the United States.
As approved by the shareholders on March 19, 1996
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