<PAGE> 1
As filed with the Securities and Exchange Commission on October 25, 1996.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
PLANTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-----------------------
DELAWARE 77-0207692
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
337 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
-----------------------
1993 STOCK PLAN
1993 DIRECTOR STOCK OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLES OF THE PLANS)
-----------------------
ROBERT S. CECIL
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
PLANTRONICS, INC.
337 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
408-426-6060
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-----------------------
Copies to:
Henry P. Massey, Jr., Esq.
David C. Drummond, Esq.
Eric John Finseth, Esq.
Bradley A. Bugdanowitz
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
415-493-9300
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 383 shares(1) $36.57 $ 14,006.31 --
Common Stock,
$.01 par value 519,617 shares(2) $39.68(3) $20,618,402.56 --
------- --------- -------------- ---------
TOTAL ..... 520,000 shares -- $20,632,408.87 $6,252.25
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken down
into two sub-totals, indicated by footnotes (1) and (2), respectively. This
sub-total indicated by footnote (1) represents an estimated 383 shares issuable
upon exercise of options under the 1996 Employee Stock Purchase Plan (the
"Purchase Plan") at the end of the Purchase Plan's six-month "offering period"
commencing September 1, 1996. Based on currently anticipated employee payroll
deductions toward purchases under the Purchase Plan for such offering period,
and based on an exercise price of $36.57 applicable to purchases made at the end
of such offering period, the Registrant estimates that approximately 383 shares
of its Common Stock will be purchased pursuant to the Purchase Plan at the end
of such offering period. Purchases in subsequent six-month offering periods
under the Purchase Plan are not known.
(2) This subtotal represents the sum of: (i) shares issuable upon exercise of
options that have not yet been granted with respect to the additional 490,000
shares and 10,000 shares which have become issuable, pursuant to Board of
Directors and stockholder approval, under the 1993 Stock Plan (the "Stock Plan")
and the 1993 Director Stock Option Plan (the "Director Plan"), respectively, and
(ii) 19,617 shares that are anticipated to be issuable upon the exercise of
options to be granted in future offering periods under the Purchase Plan. The
total number of shares reserved for issuance under the Purchase Plan is 20,000,
of which the Registrant anticipates that 383 shares of Common Stock will be
issuable upon the exercise of options with respect to the first offering period
under the Purchase Plan.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the total registration fee.
The average of the high and low prices of the Common Stock as reported on the
New York Stock Exchange on October 18, 1996 was $39.75. Because option exercises
under the Purchase Plan will be at a price equal to 95% of the market trading
price at the beginning of the applicable offering period under the Purchase
Plan, the $39.68 estimated Proposed Maximum Offering Price Per Share has been
calculated as a weighted average of the 500,000 additional shares issuable under
the Stock Plan and Director Plan (exercisable at 100% of fair market value on
the date of grant) and the 19,617 shares anticipated to be issuable under the
Purchase Plan with respect to future offering periods (exercisable at 95% of
fair market value at the beginning of the offering period).
2
<PAGE> 3
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference:
ITEM 3(a)
The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 30, 1996, filed on June 27, 1996 pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
ITEM 3(b)
The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 29, 1996, filed on August 14, 1996, as
amended by Amendment Number 1 to such Quarterly Report on Form 10-Q/A,
filed on August 28, 1996 pursuant to Section 13 of the Exchange Act.
ITEM 3(c)
The description of the Company's Common Stock as set forth in
the Company's Registration Statement on Form S-1, Registration Number
33-70744, filed on October 20, 1993, as amended by Amendment Number 1,
filed on November 30, 1993, Amendment Number 2, filed on December 27,
1993, and Amendment Number 3, filed on January 18, 1994.
Item 1 of the Registrant's Registration Statement on Form 8-A,
filed on December 20, 1993, as amended by Amendment No. 1 to such
Registration Statement on Form 8-A/A, filed on January 14, 1994
pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
3
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Article Nine of the Registrant's Certificate of Incorporation and Article
V of the Registrant's By-laws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors. Reference is also
made to certain Underwriting Agreements (Exhibits 1.1 and 1.2 to the Company's
Registration Statement No. 33-70744 on Form S-1), which provide for the
indemnification of officers, directors and controlling persons of the Registrant
against certain liabilities. A registration rights agreement entered into by the
Registrant and certain holders (the "Holders") of its Common Stock (including
certain of the Selling Stockholders), provides for cross-indemnification of the
Holders and the Registrant, its officers and directors for certain liabilities
arising under the Securities Act or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Document
------ --------
4.1(1) 1993 Stock Plan.
4.2 Amendment effective as of April 23, 1996 to the 1993 Stock
Plan.
4.3(2) 1993 Director Stock Option Plan.
4.4 Amendment effective as of April 23, 1996 to the 1993 Director
Stock Option Plan.
4.5 1996 Employee Stock Purchase Plan.
5.1 Opinion of Counsel as to Legality of Securities Being
Registered.
24.1 Consent of Independent Accountants (see page 8).
24.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
25.1 Power of Attorney (see page 6).
- --------------------
(1) Exhibit No. 4.1 is incorporated by reference to Exhibit 10.1 filed with the
Registrant's Registration Statement on Form S-1, No. 33-70744.
(2) Exhibit No. 4.3 is incorporated by reference to Exhibit 10.29 filed with the
Registrant's Registration Statement on Form S-1, No. 33-70744.
4
<PAGE> 5
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant,
Plantronics, Inc., a corporation organized and existing under the laws of the
State of Delaware, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Cruz, State of California, on October
14, 1996.
PLANTRONICS, INC.
By: /s/ Robert S. Cecil
---------------------------
Robert S. Cecil, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert S. Cecil and John A. Knutson,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert S. Cecil Chairman of the Board, Chief October 14, 1996
- ----------------------------- Executive Officer, and President
(Robert S. Cecil) (Principal Executive Officer)
/s/ Daniel A. Gaudreau Vice President -- Finance and October 14, 1996
- ------------------------------ Administration, and Chief Financial
(Daniel A. Gaudreau) Officer (Principal Financial
Officer, Principal Accounting Officer)
/s/ Richard D. Banziger Director October 14, 1996
- ---------------------------
(Richard D. Banziger)
/s/ M. Saleem Muqaddam Director October 14, 1996
- ----------------------
(M. Saleem Muqaddam)
/s/ John Mowbray O'Mara Director October 14, 1996
- -----------------------
(John Mowbray O'Mara)
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Trude C. Taylor Director October 14, 1996
- ----------------------------
(Trude C. Taylor)
/s/ J. Sidney Webb Director October 14, 1996
- ----------------------------
(J. Sidney Webb)
/s/ David A. Wegmann Director October 14, 1996
- -------------------------
(David A. Wegmann)
</TABLE>
<PAGE> 8
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 19, 1996, which appears on
page 24 of the 1996 Annual Report to Shareholders of Plantronics, Inc., which
is incorporated by reference in Plantronics, Inc.'s Annual Report on Form 10-K
for the year ended March 31, 1996.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
San Jose, California
October 21, 1996
<PAGE> 9
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------
EXHIBITS
------------------------------------------------------
Registration Statement on Form S-8
PLANTRONICS, INC.
October 25, 1996
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
------ --------
<S> <C>
4.2 Amendment effective as of April 23, 1996 to the 1993 Stock Plan.
4.4 Amendment effective as of April 23, 1996 to the 1993 Director Stock Option Plan.
4.5 1996 Employee Stock Purchase Plan.
5.1 Opinion of Counsel as to Legality of Securities Being Registered.
24.1 Consent of Independent Accountants (see page 8).
24.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
25.1 Power of Attorney (see page 6).
</TABLE>
<PAGE> 1
EXHIBIT 4.2
EXHIBIT A
The 1993 Stock Plan (the "Plan") is amended effective as of April 23,
1996, as follows:
First: Section 3 of the Plan is amended to read in its entirety as
follows:
Stock Subject to the Plan. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 2,079,621 Shares.(1) The Shares may be authorized, but
unissued, or reacquired Common Stock, or both.
If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan. However, should the Company reacquire Shares which
were issued pursuant to the exercise of an Option, such Shares shall not become
available for future grant under the Plan.
Second: Section 9(b) of the Plan is amended to read in its entirety as
follows:
Termination of Employment. This entire paragraph being subject to the
terms of an individual Optionee's employment agreement with the Company and to
the terms of option agreements with respect to Options granted before April 23,
1996, upon termination of an Optionee's Continuous Status as an Employee or
Consultant, the Optionee may exercise his or her Option within sixty (60) days
from the date of termination. If, on the date of termination, the Optionee is
not entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within such sixty
(60) day period, the Option shall terminate, and the shares covered by such
Option shall revert to the Plan.
- ------------
(1) Includes an increase of 490,000 Shares on April 23, 1996.
<PAGE> 1
EXHIBIT 4.4
EXHIBIT A
The 1993 Director Stock Option Plan (the "Director Plan") is amended
effective as of April 23, 1996, as follows:
Section 3 of the Director Plan is amended to read in its entirety as
follows:
Stock Subject to the Plan. Subject to the provisions of Section 10 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 30,000 Shares(1) (the "Pool") of Common Stock. The Shares may
be authorized but unissued, or reacquired Common Stock.
If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan.
- ----------
(1) Includes an increase of 10,000 Shares on April 23, 1996.
<PAGE> 1
EXHIBIT 4.5
PLANTRONICS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the 1996 Employee Stock
Purchase Plan of Plantronics, Inc.
1. PURPOSE
The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company. It is the intention of the Company to qualify this Plan as an "Employee
Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended, and to receive full benefits of this qualification for the Company and
the Plan Participants. The provisions of the Plan shall accordingly be construed
so as to extend and limit participation in a manner consistent with any and all
requirements of Section 423 of the Code.
2. DEFINITIONS
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" shall mean the Common Stock of the Company.
(d) "Company" shall mean Plantronics, Inc., a Delaware Corporation.
(e) "Compensation" shall mean all regular gross earnings of an
Employee, excluding payments for overtime, shift premium, incentive
compensation, bonus, commission, car allowance, profit-sharing and other
earnings.
(f) "Continuous Employment" shall mean continuous service as an
Employee without termination, resignation, or other interruption. In the case of
a leave of absence pursuant to a written policy of the Company, and provided
such leave is for a period of less than ninety (90) days or re-employment is
guaranteed upon the expiration of such leave, employment will be deemed to be
continuous.
(g) "Contributions" shall mean all payroll deduction amounts credited
to the account of a Participant under the Plan for an Offering Period.
(h) "Designated Subsidiaries" shall mean the Subsidiaries of the
Company that have been designated by the Board, in its sole discretion, as
eligible to participate in the Plan. Designation may be amended by the Board
from time to time or from one Offering Period to another.
(i) "Employee" shall mean any person who is customarily employed for at
least twenty (20) hours per week and more than 5 months in a calendar year by
the Company or one of its Designated Subsidiaries, and who meets all
requirements to be an Employee of the Company under section 423 of the Code.
<PAGE> 2
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(k) "Exercise Date" shall mean the last market trading day of each
Offering Period of the Plan.
(l) "Exercise Price" shall mean 95% of the closing price of the
Company's Common Stock for the last market trading day preceding the
commencement of the Offering Period.
(m) "Holding Period" shall mean a period of six calendar months
beginning on the Exercise Date during which shares purchased by the Participant
under the Plan may not be sold, traded, transferred, pledged or otherwise
hypothecated and these shares are held by the Company in the Participant's
account.
(n) "Highly Compensated Employee" shall mean any Employee who, as of
the last day of the prior fiscal year of the Company is considered to be a
"highly compensated employee" within the meaning of Section 414(q) of the Code.
(o) "Offering Date" shall mean the first business day of each Offering
Period of the Plan.
(p) "Offering Period" shall mean a period of six calendar months
commencing on the Offering Date.
(q) "Participant" shall mean any Employee of the Company or a
Designated Subsidiary who qualifies to be eligible for the Plan under paragraph
3 and who provides the Company with a written subscription agreement to
participate in the Plan during the Offering Period.
(r) "Plan" shall mean this Plantronics, Inc. 1996 Employee Stock
Purchase Plan.
(s) "Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, regardless of whether such Subsidiary now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
3. ELIGIBILITY FOR PARTICIPATION
(a) An Employee who has provided the Company with Continuous Employment
for ninety (90) days as of the Offering Date of a given Offering Period shall be
eligible to participate in such Offering Period under the Plan.
-2-
<PAGE> 3
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
(b) An Employee who is a Highly Compensated Employee as of the Offering
Date of a given Offering Period shall not be eligible to participate in such
Offering Period under the Plan.
(c) No Employee shall be granted an option under the Plan if:
(i) Immediately after the grant, the Employee would own stock
and/or hold outstanding options to purchase stock representing five percent (5%)
or more of the total combined voting power or value of all classes of stock of
the Company or of any subsidiary of the Company, by virtue of current holdings
or attribution under Section 424(d) of the Code; or
(ii) The grant would provide the Employee, at any time, with
the right to purchase stock under all Company and Subsidiary employee stock
purchase plans at a rate that exceeds Twenty-Five Thousand Dollars ($25,000) of
the fair market value of such stock, as determined at the time such option is
granted, for each calendar year in which such option is outstanding.
4. OFFERING PERIODS
The Plan shall be implemented using a series of Offering Periods, with
a new Offering Period commencing on or around March 1 and September 1 of each
year, or at such other time or times as may be determined by the Board.
The Plan shall continue until terminated in accordance with paragraph
20 hereof. The Board shall have the power to change the duration and/or
frequency with respect to future Offering Periods without shareholder approval
if such change is announced at least fifteen (15) days prior to the scheduled
beginning of the first Offering Period to be affected.
5. PARTICIPATION
(a) An eligible Employee may become a Participant in the Plan by
completing and filing a subscription agreement with the Company's Human Resource
Department prior to the applicable Offering Date, unless a later time for filing
the subscription agreement is set by the Board for all eligible Employees with
respect to a given Offering Period.
The subscription agreement shall set forth the percentage of the
Participant's Compensation to be withheld as a Contribution during the Offering
Period.
-3-
<PAGE> 4
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
(b) Payroll deductions of Contributions shall commence on the first
payroll following the Offering Date and shall end on the last payroll paid on or
prior to the Exercise Date to which the subscription agreement is applicable,
unless terminated sooner as provided under paragraph 11.
6. CONTRIBUTION METHOD
(a) Under the subscription agreement, the Participant shall elect to
have payroll deductions made from each payroll during the Offering Period in an
amount not less than one percent (1%) and not more than ten percent (10%) of
such Participant's Compensation on each such payday. Contribution deductions are
a reduction of the Participant's net payroll check amount. All payroll
deductions shall be credited to the Participant's account under the Plan. A
Participant may not make any additional payments into such account.
(b) A Participant may discontinue participation in the Plan at any time
during the Offering Period, as provided under paragraph 11.
(c) On one occasion during the Offering Period, the Participant may
decrease (but not increase) the rate of Contribution during the Offering Period
by completing and filing a new subscription agreement. The rate change shall be
effective as soon as possible within the Offering Period.
(d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b) of the Code and paragraph 3(c) herein, a Participant's
payroll deductions may be decreased to 0% at such time during any Offering
Period.
7. OPTION GRANT
On the Offering Date of each Offering Period, each Participant shall be
granted an option to purchase a number of shares of the Company's Common Stock
on the Exercise Date. The number of shares to be purchased is determined by
dividing such Participant's Contributions accumulated during the Offering Period
prior to such Exercise Date by the Exercise Price, up to the maximum number of
shares determined in paragraphs 3(c) and 13 hereof; provided, however, that the
maximum number of shares of Common Stock that a Participant may purchase during
an Offering Period shall be five hundred (500) shares (or such other number as
the Board may specify).
-4-
<PAGE> 5
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
8. OPTION EXERCISE
Unless the Participant withdraws from the Plan as provided in paragraph
11, the Participant's option to purchase shares will be exercised automatically
on the Exercise Date of the Offering Period and the maximum number of full
shares subject to option will be purchased at the Option Price with the
accumulated Contributions of the Participant for the Offering Period. A
Participant's option to purchase shares herein is not exercisable except by the
Participant.
Any cash remaining to the credit of the Participant's account under the
Plan after purchase of shares at the end of the Offering Period, which is
insufficient to purchase a full share of Common Stock, shall be returned to the
Participant (or his beneficiaries as outlined in paragraph 15).
Shares purchased shall be issued subject to the Holding Period, as
described in paragraph 9.
Fees and/or commissions related to the purchase of shares shall be paid
by the Company.
9. HOLDING PERIOD
Shares purchased by the Participant will be held in the Participant's
account pursuant to the Plan for the duration of a six (6)-month Holding Period.
The Holding Period will commence on the first day following the
Exercise Date and end after six calendar months on or around March 1 or
September 1, whichever is sooner after the Exercise Date. Upon completion of the
Holding Period, the relevant shares will be transferred to the Participant.
Notwithstanding the foregoing, the Holding Period shall lapse in the
event of a sale of all or substantially all of the Company's assets or a merger
with or into another corporation.
10. DELIVERY
As promptly as practicable after the Offering Period, the Company shall
arrange the return of any and all excess Contributions, as described in
paragraphs 8 and 13(b), to the Participant.
11. WITHDRAWAL AND RETURN OF CONTRIBUTIONS
(a) A Participant may withdraw all, but not less than all,
Contributions credited to his or her account under that Plan at any time prior
to the Exercise Date of the Offering Period by giving written
-5-
<PAGE> 6
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
notice to the Company. All of the Participant's Contributions credited to the
account will be paid as soon as possible after receipt of notice of withdrawal.
Upon notice of withdrawal, the Participant's option for the Offering
Period will be automatically terminated and no further Contributions for the
purchase of shares will be made during the Offering Period.
(b) Upon termination of the Participant's Continuous Employment with
the Company prior to the Exercise Date of the Offering Period for any reason,
including retirement or death, the Contributions credited to the Participant's
account will be returned to the Participant.
In the case of death of the Participant, Contributions will be returned
to the person or persons so entitled under paragraph 15 and the Participant's
option will be automatically terminated.
(c) If the Participant fails to fulfill the requirements of an Employee
under paragraph 2(i), the Participant will be deemed to have elected to withdraw
from the Plan and the Contributions credited will be returned and the option
terminated.
(d) Withdrawal from an Offering Period will not effect the Employee's
ability to participate in a succeeding Offering Period or in any similar plan
that may be hereafter adopted by the Company.
12. INTEREST
No interest shall accrue for the Contributions held in the account of a
Participant.
13. STOCK
(a) The maximum number of shares of the Company's Common Stock that
shall be made available for sale under the Plan shall be 20,000 shares, subject
to adjustment upon changes in capitalization of the Company, as provided in
paragraph 19.
(b) If the total number of shares which would otherwise be subject to
options granted pursuant to paragraph 7 hereof on the Offering Date of the
Offering Period exceeds the number of shares then available under the Plan
(after deduction of all shares for which options have been exercised or are then
outstanding), the Company shall make a pro rata allocation of shares remaining
available for grant in a uniform and equitable manner.
-6-
<PAGE> 7
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
In such event, the Company shall give written notice of such reduction
in the number of shares subject to option for each Participant. Any excess
Contributions not used will be returned to the Participant, as described in
paragraph 11.
(c) The Participant will receive the right to obtain cash dividends on
the shares held on account, if any Common Stock cash dividend is declared by the
Company.
(d) Shares purchased by a Participant under the Plan shall be
registered in the name of the Participant or in the names of the Participant and
his/her spouse.
14. ADMINISTRATION
The Board, or its designated committee, shall supervise and administer
the Plan and shall have full power to adopt, amend and rescind any rules deemed
desirable and appropriate for the administration of the Plan and not
inconsistent with the Plan, to construe and interpret the Plan, and to make all
other determinations necessary or advisable for the administration of the Plan.
The composition of the committee shall be in accordance with the
requirements to obtain or retain any available exemption from the operation of
Section 16(b) of the Exchange Act, pursuant to 16b-3 promulgated thereunder, to
the extent applicable.
15. DESIGNATION OF BENEFICIARY
(a) Each Participant will be asked to file a written designation of
beneficiary who is to receive any cash, if any, from the Participant's account
under the Plan in the event of such Participant's death subsequent to the end of
the Offering Period but prior to the exercise of the option.
If a Participant is married and the designated beneficiary is not the
spouse, spousal consent will be required for such designation to be effective.
(b) Such designation of beneficiary may be changed by the Participant
at any time by written notice.
(c) In the event a Participant dies in the absence of a living
beneficiary who is validly designated under the Plan, the Company shall deliver
such shares and/or cash to the executor or administrator of the estate of the
Participant. If, to the knowledge of the Company, no such executor or
administrator has been appointed, the Company may, in its discretion, deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the Participant. If no spouse, dependent, or
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PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
relative is known to the Company, then the Company will deliver the
Participant's shares and/or cash to such other persons as the Company may
designate.
16. TRANSFERABILITY
Neither Contributions credited to the Participant's account nor any
rights with regard to the exercise of an option or to receive shares under the
Plan may be assigned, transferred, pledged, hypothecated or otherwise disposed
of in any way by the Participant, other than by will, the laws of descent and
distribution, or as described in paragraph 15 hereof. Any such attempt at
assignment, transfer, pledge, hypothecation, or other disposition shall be
without effect, except the Company may treat such act as an election to withdraw
funds in accordance with paragraph 11.
17. USE OF FUNDS
All Contributions received or held by the Company under the Plan may be
used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such Contributions.
18. REPORTS
Individual accounts will be maintained for each Participant in the
Plan. Statements of account will be given to each Participant promptly following
the Exercise Date. Statements will set forth the total amount of Contribution
for the Offering Period, the per share purchase price, the number of shares
purchased and the remaining cash balance that will be returned to the
Participant, if any.
19. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION
Subject to any required action by the stockholders of the Company, the
number of shares of Common Stock covered by each option under the Plan which has
not yet been exercised and the number of shares of Common Stock which have been
authorized for issuance under the Plan but have not yet been placed under option
(collectively, the Reserves), as well as the price per share of Common Stock
covered by each option under the Plan which has not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of Common Stock, or any other increase
or decreased in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration."
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PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
Such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding, and conclusive. Except as expressly
provided herein, no issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of common stock subject to an option.
In the event of the proposed dissolution or liquidation of the Company,
the Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, the Offering Period then
in progress shall be shortened by setting a new Exercise Date (the "New Exercise
Date"). The New Exercise Date shall be before the date of the Company's proposed
sale or merger. The Board shall notify each Participant in writing, at least ten
(10) business days prior to the New Exercise Date, that the Exercise Date for
the Participant's option has been changed to the new Exercise Date and that the
Participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the Participant has withdrawn from the Offering Period
as provided in paragraph 11.
The Board may, if it so determined in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding option, in the event the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock, and
in the event of the Company being consolidated with or merged into any other
corporation.
20. AMENDMENT OR TERMINATION
(a) The Board may at any time terminate or amend the Plan. Except as
provided in paragraph 19, no such termination may affect options previously
granted, nor may an amendment make any change in any option theretofore granted
which adversely affects the rights of any Participant without the Participant's
written consent.
In addition, to the extent necessary to comply with applicable law, the
Company shall obtain stockholder approval in such a manner and to such a degree
as so required.
(b) Without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than
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PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
U.S. dollars, permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant's
Compensation, and establish such other limitations or procedures as the Board
(or its committee) determines in its sole discretion advisable which are
consistent with the Plan.
21. NOTICES
All notices or other communications by a Participant to the Company
under or in connection with the Plan shall be deemed to have been duly given
when received in the form specified by the Company at the location or by the
person designated by the Company for receipt thereof.
22. CONDITIONS UPON THE ISSUANCE OF SHARES
Shares shall not be issued with respect to an option unless the
exercise of such option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law, domestic and
foreign, including without limitation, the Securities Act of 1933, as amended,
the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.
As a condition to the exercise of the option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares, if, in the
opinion of counsel for the Company, such representation is required by any of
the aforementioned applicable provisions of law.
23. TERM OF PLAN
The Plan became effective upon its adoption by the Board in April 1996
and Shareholder Approval in August 1996, and shall continue in effect for a term
of twenty (20) years unless sooner terminated under paragraph 20.
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EXHIBIT 5.1
October 25, 1996
Plantronics, Inc.
337 Encinal Street
Santa Cruz, California 95060
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about October 25, 1996
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 490,000 additional shares and
10,000 additional shares of your Common Stock reserved for issuance under the
1993 Stock Plan and the 1993 Director Stock Option Plan, respectively, and a
total of 20,000 shares of your Common Stock reserved for issuance under the
recently adopted 1996 Employee Stock Purchase Plan (such 520,000 aggregate
shares collectively the "Shares", and such plans collectively the "Plans"). As
legal counsel for Plantronics, Inc., we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in connection with
the sale and issuance of the Shares under the Plans.
It is our opinion that, when issued and sold in the manner referred to
in the Plans and pursuant to the agreement which accompanies each grant under
the Plans, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
