<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM 10-K/A
AMENDMENT 1
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______ to ______
Commission File Number: 0-28180
SPECTRALINK CORPORATION
(Name of Registrant as specified in its charter)
DELAWARE 84-1141188
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5755 CENTRAL AVENUE
BOULDER, COLORADO 80301
(303) 440-5330
(Address and telephone number of principal executive offices)
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.01 PAR VALUE
(Title of class)
Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of a specified date
within the past 60 days prior to the date of filing: $481,539,800 as of March 8,
2000.
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 19,261,592 shares of common
stock, $.01 par value, were outstanding as of March 8, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11, 12 and 13 of Part III of this Form 10-K are incorporated by
reference from the issuer's definitive proxy statement to be filed with the
Securities and Exchange Commission no later than 120 days after the end of the
issuer's fiscal year.
<PAGE> 2
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.
(a) (1) Financial Statements.
The financial statements filed as part of this report are listed on the
Index to Financial Statements on page 15.
(2) Financial Statement Schedules.
All financial statement schedules have been omitted because they are not
required, are not applicable, or the information is included in the
Financial Statements, or notes thereto.
(3) Exhibits.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
3.1 Certificate of Incorporation of the Registrant.(1)
3.2 Amended and Restated Bylaws of the Registrant.(1)
4.1 Specimen Common Stock Certificate.(1)
10.1 SpectraLink Corporation Stock Option Plan, as amended.(1)
10.2 Form of Incentive Stock Option Agreement under the Company's Stock Option
Plan.(1)
10.3 Form of Non-Qualified Stock Option Agreement under the Company's Stock
Option Plan.(1)
10.4 Form of Indemnification Agreement with directors and executive officers of the
Registrant.(1)
10.5 Stock Restriction Agreement dated September 5, 1995, between the Company and
Wellington Trust.(1)
10.6 Lease Agreement dated September 29, 1995 between the Company and Walnut
Prairie Joint Venture.(1)
10.7 Form of Consultant Non-Disclosure Agreement used between the Company and
consultants.(1)
10.8 Form of Employee Non-Disclosure Agreement used between the Company and its
employees.(1)
10.9 Sublease Agreement dated May 1, 1990, between Incubix, Inc. and the
Company.(1)
10.10 Lease agreement dated October 17, 1996 between the Company and Flatiron Park
Company. (2)
10.11 Lease agreement dated February 26, 1998, as amended January 8, 1999, between
the Company and Flatiron Park Company. (3)
21.1 Subsidiaries of the Company. (4)
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
23.1 Consent of Arthur Andersen LLP*.
27 Financial Data Schedule. (4)
</TABLE>
---------------
* Filed herewith.
(1) Incorporated by reference from the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-2696-D).
(2) Incorporated by reference from the Registrant's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996
(3) Incorporated by reference from the Registrant's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1998.
(4) Incorporated by reference from the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999 previously
filed March 30, 2000.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of 1999.
SpectraLink and the SpectraLink logo are registered trademarks of SpectraLink
Corporation. Link Wireless Telephone System, NetLink Wireless telephone System,
and Wireless@work are trademarks of SpectraLink Corporation. All other
trademarks mentioned herein are the property of their respective owners.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SPECTRALINK CORPORATION
By: /s/ BRUCE M. HOLLAND
------------------------------
Bruce M. Holland,
President
Date: December 18, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ BRUCE M. HOLLAND Principal Executive Officer December 18, 2000
--------------------------------------- and Director
Bruce M. Holland
/s/ NANCY K HAMILTON Principal Financial Officer December 18, 2000
--------------------------------------- and Principal Accounting Officer
Nancy K. Hamilton
/s/ CARL D. CARMAN Director December 18, 2000
---------------------------------------
Carl D. Carman
/s/ ANTHONY V. CAROLLO, JR. Director December 18, 2000
---------------------------------------
Anthony V. Carollo, Jr.
Director
---------------------------------------
Burton J. McMurtry
</TABLE>
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
3.1 Certificate of Incorporation of the Registrant.(1)
3.2 Amended and Restated Bylaws of the Registrant.(1)
4.1 Specimen Common Stock Certificate.(1)
10.1 SpectraLink Corporation Stock Option Plan, as amended.(1)
10.2 Form of Incentive Stock Option Agreement under the Company's Stock Option
Plan.(1)
10.3 Form of Non-Qualified Stock Option Agreement under the Company's Stock
Option Plan.(1)
10.4 Form of Indemnification Agreement with directors and executive officers of the
Registrant.(1)
10.5 Stock Restriction Agreement dated September 5, 1995, between the Company and
Wellington Trust.(1)
10.6 Lease Agreement dated September 29, 1995 between the Company and Walnut
Prairie Joint Venture.(1)
10.7 Form of Consultant Non-Disclosure Agreement used between the Company and
consultants.(1)
10.8 Form of Employee Non-Disclosure Agreement used between the Company and its
employees.(1)
10.9 Sublease Agreement dated May 1, 1990, between Incubix, Inc. and the
Company.(1)
10.10 Lease agreement dated October 17, 1996 between the Company and Flatiron Park
Company. (2)
10.11 Lease agreement dated February 26, 1998, as amended January 8, 1999, between
the Company and Flatiron Park Company. (3)
21.1 Subsidiaries of the Company. (4)
23.1 Consent of Arthur Andersen LLP *.
27 Financial Data Schedule. (4)
</TABLE>
---------------
* Filed herewith.
(1) Incorporated by reference from the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-2696-D).
(2) Incorporated by reference from the Registrant's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996
(3) Incorporated by reference from the Registrant's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1998.
(4) Incorporated by reference from the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999 previously
filed March 30, 2000.
