<PAGE> 1
As filed with the Securities and Exchange Commission on August 7, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PLANTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 77-0207692
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
337 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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1993 STOCK PLAN
(FULL TITLE OF THE PLAN)
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JOHN A. KNUTSON
VICE PRESIDENT--LEGAL,
SENIOR GENERAL COUNSEL
AND SECRETARY
PLANTRONICS, INC.
337 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
408-426-5858
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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Copies to:
Henry P. Massey, Jr., Esq.
David C. Drummond, Esq.
Eric John Finseth, Esq.
WILSON SONSINI GOODRICH & ROSATI
650 Page Mill Road
Palo Alto, California 94304-1050
415-493-9300
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================================================================================
CALCULATION OF REGISTRATION FEE
WITH RESPECT TO 1,300,000 ADDITIONAL SHARES TO BE REGISTERED
UNDER 1993 STOCK PLAN
================================================================================
<TABLE>
<CAPTION>
Title of Maximum Amount to be Proposed Proposed Maximum Amount of
Additional Registered Maximum Aggregate Offering Registration
Securities Offering Price Price Fee
to be Registered Per Share
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value .......................... 1,300,000 shares(1) $ 61.90(2) $80,467,000.00 $ 23,737.77
========================================================================================================================
</TABLE>
(1) Represents 1,300,000 additional shares issuable upon exercise of options
granted under the 1993 Stock Plan.
(2) This number is a weighted average reflecting two components: (i) Options to
purchase 152,000 shares of the Registrant's Common Stock at an exercise
price of $61.125 per share; and (ii) Options to purchase 1,148,000 shares
of the Registrant's Common Stock with respect to which the exercise price
is not known as of the date hereof and the amount has therefore been
estimated in accordance with Rules 457(h) and 457(c) under the Securities
Act of 1933, as amended. As to such component (ii), the average of the high
($62.875 per share) and low ($61.125 per share) prices of the Common Stock
as reported on the New York Stock Exchange on Friday, July 31, 1998 was
$62.00.
2
<PAGE> 3
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The purpose of this Registration Statement on Form S-8 is to register an
additional 1,300,000 shares of the Registrant's Common Stock for issuance upon
exercise of options granted under the Registrant's 1993 Stock Plan.
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
Pursuant to General Instruction E to Form S-8, the Registrant hereby
incorporates by reference the contents of the Registrant's Registration
Statement on Form S-8, Reg. No. 333-14833, filed on October 25, 1996 with the
Securities and Exchange Commission.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Document
<S> <C>
5.1 Opinion of Counsel as to Legality of Securities Being Registered.
10.1(1) 1993 Stock Plan.
10.2(2) Amendment effective as of April 23, 1996 to the 1993 Stock Plan.
10.3 Amendment effective as of July 30, 1998 to the 1993 Stock Plan.
23.1 Consent of Independent Accountants (see Exhibit 23.1).
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 6 of original filing of this Registration
Statement on Form S-8, Reg. No. 333-14833, on October 25, 1996).
</TABLE>
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(1) Exhibit No. 10.1 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. 10.2 is incorporated by reference to Exhibit 4.2 filed with the
Registrant's Registration Statement on Form S-8, Reg. No. 333-14833.
3
<PAGE> 4
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 August 5, 1998.
PLANTRONICS, INC.
By: /s/ John A. Knutson
--------------------------
John A. Knutson,
Vice President--Legal,
Senior General Counsel and Secretary
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>
<CAPTION>
Signature Title Date
- -------------------- ----------------------------------------- --------------
<S> <C> <C>
/s/ Robert S. Cecil* Chairman of the Board and Chief Executive August 5, 1998
- -------------------- Officer (Principal Executive Officer)
Robert S. Cecil
/s/ Barbara V. Scherer Senior Vice President--Finance & August 5, 1998
- ---------------------- Administration, and Chief Financial Officer
Barbara V. Scherer (Principal Financial Officer, Principal
Accounting Officer)
Director August 5, 1998
- ---------------------
Robert F.B. Logan
/s/ M. Saleem Muqaddam* Director August 5, 1998
- -----------------------
M. Saleem Muqaddam
/s/ John Mowbray O'Mara* Director August 5, 1998
- ------------------------
John Mowbray O'Mara
/s/ Trude C. Taylor* Director August 5, 1998
- --------------------
Trude C. Taylor
/s/ J. Sidney Webb* Director August 5, 1998
- -------------------
J. Sidney Webb
/s/ David A. Wegmann* Director August 5, 1998
- --------------------
David A. Wegmann
*By: /s/ John A. Knutson
----------------------
John A. Knutson,
Attorney-in-Fact
</TABLE>
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document
- ------- ---------------------------------------------------------------------
<S> <C>
5.1 Opinion of Counsel as to Legality of Securities Being Registered.
10.1(1) 1993 Stock Plan.
10.2(2) Amendment effective as of April 23, 1996 to the 1993 Stock Plan.
10.3 Amendment effective as of July 30, 1998 to the 1993 Stock Plan.
23.1 Consent of Independent Accountants (see Exhibit 23.1).
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 6 of original filing of this Registration
Statement on Form S-8, Reg. No. 333-14833, on October 25, 1996).
</TABLE>
- ----------
(1) Exhibit No. 10.1 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. 10.2 is incorporated by reference to Exhibit 4.2 filed with the
Registrant's Registration Statement on Form S-8, Reg. No. 333-14833.
<PAGE> 1
[Exhibit 5.1]
August 7, 1998
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 August 7, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 1,300,000 additional shares of
your Common Stock reserved for issuance under the 1993 Stock Plan (such
additional shares the "Shares", and such plan the "Plan"). 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 Plan.
It is our opinion that, when issued and sold in the manner referred to in
the Plan and pursuant to the agreement which accompanies each grant under the
Plan, 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,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
by hpm
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EXHIBIT 10.3
EXHIBIT A
AMENDMENT NO. 2 TO THE
PLANTRONICS, INC. 1993 STOCK PLAN
The Plantronics, Inc. 1993 Stock Plan (the "Plan") is hereby amended
effective as of July 30, 1998, as follows:
FIRST: Section 3 of the Plan is hereby amended in its entirety to read 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 5,459,242 Shares. The 5,459,242 Share amount reflects (i)
the 1,589,621 Shares originally authorized, (ii) the 490,000 Share increase on
April 23, 1996 (reflected in Amendment No. 1 to the 1993 Stock Plan), (iii) the
2:1 stock split effected September 1, 1997 and (iv) the 1,300,000 share increase
approved by the Company's stockholders on July 30, 1998. 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: In all other respects, the Plan is hereby ratified and confirmed.
<PAGE> 1
[Exhibit 23.1]
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 17, 1998, which appears on page
22 of the 1998 Annual Report to Stockholders of Plantronics, Inc., which is
incorporated by reference in Plantronics, Inc.'s Annual Report on Form 10-K for
the fiscal year ended March 28, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
August 7, 1998
