<PAGE> 1
As filed with the Securities and Exchange Commission on November 18, 1998
Registration No. 33-81980
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
POST-EFFECTIVE AMENDMENT NO. 1
(INCLUDING REGISTRATION OF SHARES FOR RESALE BY MEANS OF A FORM S-3 PROSPECTUS)
TO FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ORIGINALLY FILED ON JULY 26, 1994
--------------
PLANTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 77-0207692
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
345 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
(831) 426-5858
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
1993 STOCK PLAN
1993 DIRECTORS' STOCK OPTION PLAN
(FULL TITLES OF THE PLANS)
--------------
ROBERT S. CECIL,
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
PLANTRONICS, INC.
345 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
(831) 426-5858
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------
Copy to:
HENRY P. MASSEY, JR., ESQ.
ERIC JOHN FINSETH, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
In reliance on Rule 457(h)(3) and on Interpretation 106 of the Division of
Corporation Finance's July 1997 Manual of Publicly Available Telephone
Interpretations, no Calculation of Registration Fee table
has been included.
<PAGE> 2
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-8 (Reg. No. 33-81980) is being filed pursuant to General
Instruction C to Form S-8 for the purpose of adding to such Registration
Statement a resale prospectus with respect to control securities previously
registered for issuance by the initial filing of such Registration Statement.
<PAGE> 3
RESALE PROSPECTUS
PLANTRONICS, INC.
UP TO 639,422 SHARES OF COMMON STOCK
WHICH THE SELLING STOCKHOLDERS MAY RESELL UNDER THIS PROSPECTUS
The stockholders of Plantronics, Inc. listed below may offer and resell up
to 639,422 shares of Plantronics common stock under this prospectus, for their
own accounts. Plantronics will receive no proceeds from such sales.
Plantronics issued or will issue these shares to the selling stockholders
under Plantronics' 1993 Stock Plan.
The selling stockholders may offer their Plantronics common stock through
public or private transactions, at prevailing market prices or at privately
negotiated prices. Such future prices are not currently known.
Plantronics common stock is listed on the New York Stock Exchange under the
ticker symbol "PLT". On November 17, 1998, the last reported sale price on the
NYSE of one share of Plantronics common stock was $63 3/4.
--------------
CONSIDER CAREFULLY THE RISK FACTORS
BEGINNING ON PAGE 3 IN THIS PROSPECTUS.
--------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------
The date of this prospectus is November 18, 1998
-1-
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<S> <C>
Plantronics' Address 2
Forward-Looking Statements 2
Risk Factors 3
Plantronics' Business 9
Selling Stockholders 11
Plan of Distribution 12
Information Incorporated by Reference 14
How to Get Information About Plantronics 15
Indemnification and the SEC's Position on Enforceability 15
Accounting Experts 16
</TABLE>
PLANTRONICS' ADDRESS
Plantronics' principal executive offices are located at 345 Encinal Street,
Santa Cruz, California 95060. The telephone number at that location is (831)
426-5858.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated herein by reference contain
forward-looking statements. Plantronics bases these statements on its current
expectations, estimates and projections about its industry. Either the beliefs
of management, or assumptions made by management, form the basis for those
expectations, estimates and projections. The safe harbor created by Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934 generally protects Plantronics and the selling stockholders from liability
for these statements. You can often recognize such forward-looking statements by
words such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," variations of such words, and similar expressions.
These forward-looking statements do not guarantee future performance and
are subject to risks, uncertainties and assumptions that are difficult to
predict. The Risk Factors section immediately following this paragraph sets
forth some of such risks and uncertainties. The documents incorporated by
reference may also set forth risks and uncertainties. These risks and
uncertainties could cause actual results to differ materially and adversely from
those discussed in the forward-looking statements. Plantronics undertakes no
obligation to publicly update any of these forward-looking statements to reflect
new information or future events.
-2-
<PAGE> 5
RISK FACTORS
You should carefully consider the risks described below. The business,
financial condition and results of operations of Plantronics could be materially
adversely affected if any of the risks occur. If the risks occur, the trading
price of Plantronics stock could decline and you could lose all or part of your
investment.
BACKGROUND:
In reading these risk factors, you may find it helpful to first review the
Plantronics' Business section starting on page 9 of this prospectus.
COMPETITION:
COMPETITIVE PRESSURE:
Plantronics faces vigorous competition. Plantronics' two largest competitors in
the call center market segment, GN Netcom and ACS Wireless, Inc., recently
merged to form a single company. The effects of that merger cannot yet be
determined. However, such effects could include increased price competition,
which could adversely impact Plantronics' gross margins.
Plantronics competes primarily on the basis of technology, performance, price,
quality, reliability, distribution, customer service and support. To meet
competition and make or increase sales, Plantronics may have to invest more
heavily in new technologies, reduce its prices or increase the services and
support it provides. Reductions in prices or increases in the costs of making
and supporting its products could reduce the margins that Plantronics makes.
This reduction in margins could, in turn, cause a reduction in net earnings and
a resulting decline in the market price of Plantronics stock.
POTENTIAL NEW COMPETITORS:
Plantronics anticipates that it will face additional competition from companies
that currently do not offer communications headsets. This is particularly true
in the business, home office, wireless telephone and computer market segments.
These new competitors may be larger, offer broader product lines and have
substantially greater financial and other resources than Plantronics. To compete
successfully with such new competitors, Plantronics could have to reduce prices
and offer new technologies and increased support. Those efforts to meet
competition could negatively affect margins and earnings and result in
reductions in the market price of Plantronics stock.
NEED TO SUCCESSFULLY DEVELOP NEW PRODUCTS AND MARKETS:
MEETING CONSUMER NEEDS:
Historically, most sales have been made through independent distributors to call
center users. While that segment of the market is still the most significant
part of its business, Plantronics believes that the business, home office,
mobile and computer headset market segments offer substantial growth potential.
To be successful in those segments, Plantronics must be able to develop new
products that meet the needs of consumers. Although Plantronics has attempted to
determine the specific needs of consumers in these new market segments, there is
no assurance that Plantronics' present and future products will be accepted. If
the products are not accepted by consumers, Plantronics may not achieve the
revenue growth needed to cover the costs of developing, manufacturing and
selling the products. Plantronics could also be left with inventories of
obsolete and excess products. Earnings could be reduced and there could be a
loss in the value of Plantronics stock.
-3-
<PAGE> 6
DEMAND OF CHANGING TECHNOLOGIES:
The technology of telephone headsets has traditionally evolved slowly. Products
have generally had life cycles of three to five years before introduction of the
next generation of products. Next generation products usually included stylistic
changes and quality improvements, but were based on similar technologies.
Plantronics believes that future changes in technology will come at a faster
pace. This is particularly true in headsets for use in the business, home
office, mobile and computer market segments. The development of new technologies
requires increased spending for research and development. Those increased
expenses may reduce the profit to Plantronics and adversely impact earnings and
stock price.
RISKS RELATED TO GROSS PROFIT:
RELIANCE UPON SUPPLIERS:
Plantronics buys components and subassemblies from a variety of suppliers. Those
components and subassemblies are then assembled by Plantronics into the finished
products it sells. The cost, quality, and availability of such components are
essential to the successful production of Plantronics' communications products.
o There is always the risk that prices of components and subassemblies
will rise and that those cost increases cannot be reflected in sales
price increases in the finished products of Plantronics. If costs rise
faster than sales prices, gross margins would fall and operating
results would be affected.
o Most components and subassemblies are obtained, or are reasonably
available, from numerous sources. However, certain subassemblies and
components are currently obtained only from single suppliers and
alternate sources are not readily available. To date, Plantronics has
experienced only minor interruptions in the supply of these components
and subassemblies, none of which has adversely affected its
operations. However, an interruption in supply from any of
Plantronics' single source suppliers in the future could adversely
affect operations and financial results:
o If the single-source materials could not be obtained, Plantronics
would not be able to manufacture the affected products. The
inability to meet customer orders would have a negative impact on
revenue and earnings.
o If the inability to deliver continued over an extended period,
there could be a long-term impact to the competitive position of
Plantronics. Potential customers could turn to competitive
sources for the products.
o If alternate sources for the components and subassemblies could
be found, those sources could charge more for the materials. o
Higher prices for the materials would decrease gross margins and
net earnings if the selling price of the finished product is not
raised. If the selling price is increased to reflect the higher
costs of manufacture, there could be a loss in sales if the
higher prices discourage demand.
-4-
<PAGE> 7
o Plantronics does not have supply contracts with most of its suppliers.
Plantronics buys most components and subassemblies on a purchase order
basis. Therefore, there is no contractual requirement that obligates
those suppliers to continue to provide components and subassemblies to
Plantronics. Deliveries to Plantronics could be affected if those
suppliers were to experience increased demand or shortages in their
supply. Until alternate sources of the components and subassemblies
are developed, Plantronics would be unable to manufacture and sell the
products which are dependent on those components and subassemblies.
This would reduce revenues and earnings. Also, the alternate sources
of supply could charge higher prices, having a potential impact on
gross margins and earnings.
NEED TO MATCH PRODUCTION TO DEMAND:
Historically, Plantronics has seen steady increases in customer demand for its
products and has generally been able to increase production to meet that demand.
However, the demand for Plantronics' products is dependent on many factors and
such demand is inherently difficult to forecast.
o If demand increases beyond that forecasted, Plantronics would have to
work to rapidly increase its production of the products. Because
Plantronics is dependent upon suppliers providing additional volumes
of components and subassemblies, there is no certainty that production
could be increased rapidly enough to meet unforecasted demand. Failure
to meet demand could result in the inability to meet customer
expectations and adversely affect Plantronics' operations and
operating results.
o Rapid increases in production levels to meet unanticipated demand
could result in higher costs for the necessary components and
subassemblies and higher costs of production in the form of overtime
and other expenses. Those higher expenditures could negatively affect
gross margins. Further, if production is increased rapidly, there may
be decreased manufacturing yields, again affecting gross margins.
o If forecasted demand does not develop, Plantronics would have excess
production. Excess production would result in the holding of higher
inventories of finished goods or components. While held on the books,
those high inventories would negatively affect earnings. If it were
unable to sell these inventories, Plantronics would have to write off
some or all of its inventories of obsolete products and unusable
components and subassemblies. Such write-offs would have a negative
impact on earnings.
DIFFERENCES IN PRODUCT MIX:
Different products sold by Plantronics have different gross profit margins.
Therefore, the gross profit percentage in any period depends on the mix of
products sold in the period. Meeting the needs of purchasers in the future may
cause the product mix to change and the gross profit percentage to fluctuate.
This could affect Plantronics' operating results.
VOLUME SALES:
Plantronics may charge a lower price on certain products to high volume
purchasers to reflect the economies of scale in such large sales and to meet
competition for those accounts. The lower price on the high volume sales results
in a lower gross profit to Plantronics, which could adversely impact earnings.
-5-
<PAGE> 8
IMPORTANCE OF PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS:
Plantronics' success will depend in part on its ability to obtain patents and
preserve other intellectual property rights covering the design and operation of
its products. Plantronics currently holds certain patents and intends to
continue to seek patents on its inventions when appropriate. The process of
seeking patent protection can be lengthy and expensive. The costs of these
patents, which Plantronics believes are important to its business, negatively
impact earnings.
There can be no assurance that patents will issue from currently pending or
future applications. There also can be no assurance that Plantronics' existing
patents or any new patents issued will be of sufficient scope or strength or
provide meaningful protection or any commercial advantage.
Plantronics may be subjected to, or may initiate, litigation or patent office
interference proceedings, which may require significant financial and management
resources. The failure to obtain necessary licenses or other rights or the
advent of litigation arising out of any such claims could have a material
adverse effect on Plantronics' operations.
RISK ASSOCIATED WITH FOREIGN OPERATIONS AND SALES:
Approximately 30.7% of Plantronics' net sales in fiscal 1998 were derived from
customers outside the United States. In addition, Plantronics conducts
substantially all of its headset assembly operations in its Mexican
manufacturing facility and obtains most of the components of its products from
various foreign suppliers. Offshore operations are subject to certain inherent
risks. There can be no assurance that the inherent risks of offshore operations,
particularly in Mexico, will not adversely affect Plantronics' business,
operating results and financial condition in the future. The types of risks
faced in connection with foreign operations and sales include.
GEOGRAPHIC RISK:
Given the distances, there may be geographic limitations on management controls
and reporting. There may also be delays in transportation of components and
subassemblies and finished products.
o It is inherently more difficult to manage foreign operations due to
the distances and time differences. Those problems could adversely
impact the conduct of business and decrease earnings.
o There may be delays in obtaining necessary components and
subassemblies due to the time required to transport the materials and
the increased potential for problems in transportation. Such delays
could impact manufacture of Plantronics products. Delays in
manufacturing could cause losses in revenues from lost sales. If, due
to the delays, Plantronics must turn to alternate sources for the
materials, the costs of the materials could be higher. This would
decrease gross margins if prices are not increased to reflect the
higher costs. Alternatively, if prices were increased, Plantronics
could lose sales if demand decreased due to the higher prices.
o Delays in transportation of finished products may prevent timely
supply of Plantronics products to foreign customers. This could reduce
revenues.
-6-
<PAGE> 9
POLITICAL RISK:
There may be changes in governmental policies, import/export regulations, taxes
and tariffs.
o Changes in governmental policies may affect the ability to obtain
critical components and subassemblies or to ship finished products
into the foreign markets.
o Foreign governments could restrict the export of components
and/or subassemblies critical to the manufacturing of Plantronics
products. This would have an adverse impact on revenues if there
was a resulting inability to manufacture. There would be adverse
effects upon gross margins if Plantronics had to qualify and use
higher cost alternate sources for the components and
subassemblies.
o Foreign governments may also place restrictions on the import of
Plantronics products or require technical modifications to the
products as a requirement selling them within the foreign
country. Revenues would be adversely impacted if Plantronics
cannot sell products into the foreign country. If Plantronics
must modify its products to make sales in the country, its costs
of manufacturing may increase. If the price cannot be increased
to reflect those costs, margins would be impacted. If prices are
increased to reflect any added costs of compliance, revenues
could be impacted if the higher prices discourage demand.
o Increased taxes could increase the cost of components and
subassemblies, reducing margins and earnings. Similarly, increased
taxes charged to purchasers could reduce demand for Plantronics'
products. This reduced demand could reduce revenue.
o Higher tariffs in the import of products into foreign countries could
adversely affect revenues. Higher tariffs raise the cost of
Plantronics products to purchasers in those countries. Those increased
costs to purchasers could reduce demand for Plantronics products and,
in certain cases, make Plantronics' products non-competitive to other
similar products.
o Changes in import/export regulations could result in delays in
obtaining components and subassemblies. This could prevent Plantronics
from timely manufacture of its products, decreasing revenues. Delays
in obtaining components and subassemblies could require Plantronics to
turn to alternate sources, which may increase the costs of
manufacture.
o Delays in the importation of Plantronics products into the foreign
country can impact revenues. Purchasers may turn to other sources if
they cannot obtain Plantronics products in a timely manner. If there
are significant delays due to changed import/export regulations,
Plantronics may have to provide price reductions or extend payment
terms to its distributors to reflect their increased costs. Those
price reductions or extended payment terms could adversely impact
earnings.
-7-
<PAGE> 10
CURRENCY RISK:
There may be fluctuations in currency exchange rates. Fluctuations in exchange
rates creates risk to Plantronics in both the sale of its products and its
purchase of supplies. To date, Plantronics has not been adversely affected by
fluctuating currencies. Plantronics does not currently engage in any hedging
activities to mitigate exchange rate risks. This strategy will require review
and Plantronics may experience greater exposure to currency fluctuations as a
result of its increasing international activities. To the extent that
Plantronics is successful in increasing its sales to foreign customers, or to
the extent that Plantronics increases its transactions in foreign currencies,
Plantronics' results of operations could be adversely affected by exchange rate
fluctuations.
Plantronics sells its products internationally in both US dollars and local
foreign currencies. Transactions conducted in US dollars are subject to foreign
exchange risk when declines in the value of local currencies relative to the US
dollar result in less competitive pricing for Plantronics' product. In
transactions conducted in local foreign currencies, a decline in the value of
the foreign currency can result in less revenue if Plantronics is unable to
increase prices.
Transactions with Plantronics' suppliers are conducted principally in US
dollars. Declines in the value of local currencies in countries from which
Plantronics purchases components and subassemblies generally result in lower
prices for such materials. However, to the extent that the currency exchange
rates reflect the underlying economic health of such foreign economies, there is
the risk over the longer term that such foreign suppliers may not continue in
business. Substantial increases in the values of local currencies relative to
the United States dollar could adversely affect Plantronics by causing suppliers
to increase the cost of their products. In this event, Plantronics would have to
either pass these cost increases on through higher prices to its customers,
possibly making its products less competitive, or accept lower margins.
RISKS ASSOCIATED WITH THE YEAR 2000:
Plantronics is undertaking efforts to ensure that its business systems and those
of its suppliers and customers are compliant with the requirements of the Year
2000. There is, however, no assurance that such efforts will successfully ensure
against disruptions caused by the arrival of the new millennium. The Year 2000
problem is potentially very wide spread and it is not possible to determine all
the potential risks that Plantronics may face. Some of the possible consequences
to Plantronics by reason of it or its business partners not being fully Year
2000 compliant include:
o The temporary closing of some portion or all of the manufacturing
plant if critical business systems or manufacturing systems fail or
local utilities suppliers are unable to supply needed power and water.
o Delays in the delivery of finished products to customers if there are
manufacturing delays, inability of carriers to transport the products,
or inability of government agencies to process the export and import
of the products from the manufacturing facility to the final
destination.
o Delays in the receipt of key ingredients due to supplier problems or
problems with carriers or the import/export processes. Those delays
could, in turn, delay production of Plantronics products and/or result
in having to turn to higher priced alternative sources.
o Delays or errors in the purchase orders by which customers order
products, resulting in loss of or delays in recognition of revenues.
-8-
<PAGE> 11
o Delays or errors in invoicing to customers, resulting in delays in
collection or potential losses of revenues.
These consequences could have a material adverse impact on Plantronics' results
of operations, financial condition and cash flows.
DEPENDENCE UPON SENIOR MANAGEMENT:
Plantronics believes that it has benefited substantially from the leadership of
Robert S. Cecil, the Chairman of the Board and Chief Executive Officer of
Plantronics, and the other current members of senior management, and that the
loss of their services could have a material adverse effect on Plantronics'
business and future operations. Although Plantronics has an employment agreement
with Mr. Cecil, such agreement permits him to voluntarily terminate his
employment at any time. In addition, although Mr. Cecil's agreement contains a
five-year non-compete covenant which takes effect upon termination of his
employment, such covenants are generally not enforceable under California law.
On November 11, 1998, Plantronics announced that S. Kenneth Kannappan, President
and Chief Operating Officer, will be promoted to Chief Executive Officer and
President effective January 4, 1999. Mr. Cecil will continue to serve actively
as Chairman of the Board of Directors.
CONCLUSION
Because of the foregoing factors, as well as other variables affecting or which
could affect Plantronics' operating results, past financial performance should
not be considered a reliable indicator of future performance. Investors should
not rely upon historical trends to anticipate results or trends in future
periods.
PLANTRONICS' BUSINESS
HEADSETS:
The primary business of Plantronics is the manufacture and sale of lightweight
communications headsets. Headsets generally consist of a headset "top" worn on
the head or ear and an amplifier "bottom" that connects to the telephone,
computer or call distribution system. Many telephones and call distribution
systems are now being equipped with headset ports, into which the headset top
can be directly plugged. Headsets used with computers and other devices may also
plug directly into the computer sound card or other audio input.
HANDSETS:
Plantronics, through its Walker Equipment Division, also manufactures and sells
communications handsets. The Walker handsets are principally used as original
and replacement handsets for pay telephones, elevator phones, and other non-home
telephones. Noise-canceling handsets are manufactured and sold for use with
telephones, computers and other products in high-noise environments. Specialized
handsets for use in testing telephone lines and equipment are also manufactured
and sold under the Walker label. Additionally, the Walker Equipment Division
sells specialty telephones and telephone handsets for use by the
hearing-impaired.
-9-
<PAGE> 12
THE MARKET SEGMENTS:
Plantronics' headset products are used worldwide by users in large and small
call centers. The users include telemarketing personnel, reservation agents,
customer support personnel, and telephone operators. Call centers range in size
from very small technical support groups to very large organizations with
literally thousands of users. Call center personnel are on the telephone
constantly and a headset is generally thought of as a required piece of
equipment. Plantronics estimates that the call center segment, including both
large and small call centers, accounts for the majority of Plantronics sales
today.
Plantronics also sells headsets for users in the business and home office user
market segments. People who use headsets in these segments are those whose
occupations may require intensive (but not constant) use of a telephone.
Headsets are also used with mobile and cellular telephones, for both business
and personal use.
Finally, headsets can be connected to computers for such applications as
multimedia programs, voice recognition programs, computer games and computer
telephony.
The handset products offered by the Walker Equipment division are used in many
different public telephone settings and as specialty replacement handsets for
home and business telephones. The Walker Equipment telephones and handsets for
the hearing- impaired are sold both for home and business users who benefit from
the special assistance that the Walker Equipment products provide.
DISTRIBUTION:
Plantronics sells its products principally through a worldwide network of
independent distributors. Those distributors resell the headsets and handsets to
dealers, government purchasers, or end-users. Products are also sold by
Plantronics to retailers such as office supply and consumer electronics stores,
mail order catalogs, warehouse clubs and office supply distributors. In
addition, Plantronics manufactures products under private labels for other
companies, who then sell the products under their own names. Finally,
Plantronics sells directly to certain large users, such as telephone operating
companies and other companies that employ a large number of people in
telephone-intensive jobs.
-10-
<PAGE> 13
SELLING STOCKHOLDERS
The selling stockholders acquired, or will acquire, beneficial ownership of
all the shares listed below through stock options granted under Plantronics'
1993 Stock Plan. The following table shows, in each case as of November 17,
1998:
o the name of each selling stockholder,
o how many shares the selling stockholder beneficially owns,
o how many shares the selling stockholder can resell under this
prospectus, and
o assuming a selling stockholder sells all shares listed next to his or
her name, how many shares the selling stockholder will beneficially
own after completion of the offering.
Plantronics may amend or supplement this prospectus from time to time in
the future to update or change this list of selling stockholders and shares
which may be resold.
<TABLE>
<CAPTION>
SHARES WHICH MAY BENEFICIAL OWNERSHIP AFTER OFFERING
SHARES BENEFICIALLY BE SOLD UNDER
SELLING STOCKHOLDER OWNED(1) THIS PROSPECTUS SHARES PERCENTAGE
- -------------------------------- ----------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C>
Robert S. Cecil (2) 1,278,844 (3) 639,422 639,422 (4) 3.6% (5)
</TABLE>
- ----------------------
(1) Plantronics has calculated the number and percentage of shares each selling
stockholder "beneficially owns" in accordance with Rule 13d-3 under the
Exchange Act. Beneficial ownership as defined in Rule 13d-3 does not
necessarily indicate beneficial ownership for any other purpose. Under Rule
13d-3, a person beneficially owns all shares as to which they have either
sole or shared voting power or sole or shared investment power, as well as
all shares which they have the right to acquire within 60 days of the
calculation date by exercising any stock option or other right. Since the
list above speaks as of November 17, 1998, beneficial ownership therefore
includes all shares which the selling stockholder has the right to acquire
within 60 days of November 17, 1998 (i.e. on or before January 16, 1999).
(2) As of the date of this prospectus, the selling stockholder serves as the
Chairman of the Board of Directors and Chief Executive Officer of
Plantronics. Until March 1998, the selling stockholder additionally served
as the President of Plantronics. On November 11, 1998, Plantronics
announced that S. Kenneth Kannappan, President and Chief Operating Officer,
will be promoted to Chief Executive Officer and President effective January
4, 1999. The selling stockholder will continue to serve actively as
Chairman of the Board of Directors.
(3) The listed number includes 639,422 shares which the selling stockholder may
acquire, and 639,422 additional shares which the spouse of the selling
stockholder may acquire, by exercising options which are or which become
exercisable within 60 days of November 17, 1998.
(4) The listed number includes 639,422 shares which the spouse of the selling
stockholder may acquire by exercising options which are or which become
exercisable within 60 days of November 17, 1998.
(5) Based on a total of 16,489,049 shares outstanding as of November 17, 1998,
and assumes the exercise of all options to purchase Plantronics common
stock held by the selling stockholder and/or his spouse which are or which
become exercisable within 60 days of November 17, 1998.
-11
<PAGE> 14
PLAN OF DISTRIBUTION
RESALES BY SELLING STOCKHOLDERS:
Plantronics is registering the resale of the shares on behalf of the
selling stockholders. The selling stockholders may offer and resell the shares
from time to time, either in increments or in a single transaction. They may
also decide not to sell all the shares they are allowed to resell under this
prospectus. The selling stockholders will act independently of Plantronics in
making decisions with respect to the timing, manner and size of each sale.
DONEES AND PLEDGEES:
The term "selling stockholders" includes donees, i.e. persons who receive
shares from a selling stockholder after the date of this prospectus by gift. The
term also includes pledgees, i.e. persons who, upon contractual default by a
selling stockholder, may seize shares which the selling stockholder pledged to
such person. If a selling stockholder notifies Plantronics that a donee or
pledgee intends to sell more than 500 shares, Plantronics will file a supplement
to this prospectus.
COSTS AND COMMISSIONS:
Plantronics will pay all costs, expenses and fees in connection with the
registration of the shares. The selling stockholders will pay all brokerage
commissions and similar selling expenses, if any, attributable to the sale of
shares.
TYPES OF SALE TRANSACTIONS:
The selling stockholders may sell the shares in one or more types of
transactions (which may include block transactions):
o on the NYSE,
o in the over-the-counter market,
o in negotiated transactions, or
o any combination of such methods of sale.
The shares may be sold at market prices prevailing at the time of sale, or
at negotiated prices. Such transactions may or may not involve brokers or
dealers. The selling stockholders have informed Plantronics that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding sale of the shares. They have also
informed Plantronics no one is acting as underwriter or coordinating broker in
connection with the proposed sale of shares.
SALES TO OR THROUGH BROKER-DEALERS:
The selling stockholders may conduct such transactions either by selling
shares directly to purchasers, or by selling shares to, or through,
broker-dealers. Such broker-dealers may act either as an agent of a selling
stockholder, or as a principal for the broker-dealer's own account. Such
broker-dealers may receive compensation in the form of discounts, concessions,
or commissions from the selling stockholders and/or the
-12-
<PAGE> 15
purchasers of shares. This compensation may be received both if the
broker-dealer acts as an agent or as a principal. This compensation might also
exceed customary commissions.
DEEMED UNDERWRITING COMPENSATION:
The selling stockholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(a)(11) of the Securities Act. Any commissions received by such
broker-dealers, and any profit on the resale of shares sold by them while acting
as principals, could be deemed to be underwriting discounts or commissions under
the Securities Act.
INDEMNIFICATION:
Plantronics has agreed to indemnify each selling stockholder against
certain liabilities, including liabilities arising under the Securities Act. The
selling stockholders may agree to indemnify any agent, dealer or broker-dealer
that participates in transactions involving sales of shares against certain
liabilities, including liabilities arising under the Securities Act.
PROSPECTUS DELIVERY REQUIREMENTS:
Because they may be deemed underwriters, the selling stockholders must
deliver this prospectus and any supplements to this prospectus in the manner
required by the Securities Act. This might include delivery through the
facilities of the NYSE in accordance with Rule 153 under the Securities Act.
Plantronics has informed the selling stockholders that their sales in the market
may be subject to the antimanipulative provisions of Regulation M under the
Exchange Act.
STATE REQUIREMENTS:
Some states require that any shares sold in that state only be sold through
registered or licensed brokers or dealers. In addition, some states require that
the shares have been registered or qualified for sale in that state, or that
there exist an exemption from the registration or qualification requirement and
that the exemption has been complied with.
SALES UNDER RULE 144:
Selling stockholders may also resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act. To do
so, they must meet the criteria and conform to the requirements of Rule 144.
DISTRIBUTION ARRANGEMENTS WITH BROKER-DEALERS:
If a selling stockholder notifies Plantronics that any material arrangement
has been entered into with a broker-dealer for the sale of shares through
o a block trade,
o special offering,
o exchange distribution or secondary distribution, or
o a purchase by a broker or dealer,
-13-
<PAGE> 16
then Plantronics will file, if required, a supplement to this prospectus under
Rule 424(b) under the Securities Act.
The supplement will disclose:
o the name of each such selling stockholder and of the participating
broker-dealer(s),
o the number of shares involved,
o the price at which such shares were sold,
o the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
o that such broker-dealer(s) did not conduct any investigation to verify
the information in this prospectus, and
o any other facts material to the transaction.
INFORMATION INCORPORATED BY REFERENCE
This prospectus incorporates by reference the following documents and
information, all of which Plantronics has filed in the past with the SEC:
o Plantronics' Annual Report on Form 10-K for the fiscal year ended
March 28, 1998, filed on June 24, 1998.
o Plantronics' Quarterly Report on Form 10-Q for the quarterly period
ended June 27, 1998, filed on August 6, 1998.
o Plantronics' Quarterly Report on Form 10-Q for the quarterly period
ended September 26, 1998, filed on November 10, 1998.
o The description of Plantronics' common stock set forth in Plantronics'
Registration Statement on Form S-1 (Reg. No. 33-70744), filed on
October 20, 1993, as amended by Amendment No. 1, filed on November 30,
1993, Amendment No. 2, filed on December 27, 1993, and Amendment No.
3, filed on January 18, 1994.
o Item 1 of Plantronics' Registration Statement on Form 8-A, filed on
December 20, 1993, as amended on January 14, 1994 and November 7,
1997.
Unless Plantronics has filed a post-effective amendment to the registration
statement under the Securities Act which contains this prospectus indicating
that all of the shares have been sold or which deregisters all shares then
remaining unsold, all documents which Plantronics subsequently files under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference in this prospectus and to be part of this prospectus
from the date of filing of such documents.
Plantronics will provide without charge to each person to whom a copy of
this prospectus is delivered, upon written or oral request, a copy of the
information that has been or may be incorporated by reference in this
-14-
<PAGE> 17
prospectus, other than exhibits to such documents. Direct any request for such
copies to John A. Knutson, Vice President--Legal, Senior General Counsel and
Secretary, Plantronics, Inc., 345 Encinal Street, Santa Cruz, California 95060,
Tel: (831) 426-5858.
HOW TO GET INFORMATION ABOUT PLANTRONICS
Plantronics is subject to the informational requirements of the Exchange
Act and therefore files reports, proxy and information statements and other
information with the SEC. You can inspect many of such reports, proxy and
information statements and other information on the SEC's internet website at
http://www.sec.gov.
You can also inspect and copy such reports, proxy and information
statements and other information at the SEC's Public Reference Room, 450 Fifth
Street, N.W., Washington, D.C. 20549. You can obtain information on the
operation of the Public Reference Room by calling the SEC at tel:
1-800-SEC-0330. You can also inspect and copy such reports, proxy and
information statements and other information may also be inspected and copied at
the following Regional Offices of the SEC: New York Regional Office, Seven World
Trade Center, Suite 1300, New York, New York 10048; and Chicago Regional Office,
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Plantronics' common stock is listed on the NYSE, and you can inspect such
reports, proxy and information statements and other information at the offices
of the NYSE, 20 Broad Street, New York, New York 10005.
This prospectus constitutes part of a registration statement on Form S-8
(Reg. No. 33-81980) filed by Plantronics with the SEC under the Securities Act
on July 26, 1994, amended on the date of this prospectus. This prospectus does
not contain all of the information set forth in the registration statement. For
further information with respect to Plantronics and the shares, you should refer
to the registration statement either at the SEC's website or at the addresses
set forth in the preceding paragraph. Statements in this prospectus concerning
any document filed as an exhibit to this prospectus are not necessarily
complete, and, in each instance, you should refer to the copy of such document
which has been filed as an exhibit to the registration statement. Each such
statement is qualified in its entirety by such reference.
No one is authorized to give any information or to make any representations
not contained in this prospectus in connection with any offering made by this
prospectus. If given or made, you must not rely on such information or
representations as having been authorized by Plantronics, any selling
stockholder or by any other person. This prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any security other than the shares
offered hereby. This prospectus also does not constitute an offer to sell or a
solicitation of an offer to buy any of the shares offered hereby to any person
in any jurisdiction in which it is unlawful to make such an offer or
solicitation. Neither delivery of this prospectus, nor any sale or offer to sell
shares hereunder, shall under any circumstances create any implication that
there has been no change in the affairs of Plantronics since the date of this
prospectus or that the information contained in this prospectus is correct as of
any time subsequent to the date of this prospectus.
INDEMNIFICATION AND THE SEC'S POSITION ON ENFORCEABILITY
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. This may under certain circumstances include indemnification for
liabilities arising under the Securities Act as well as for expenses incurred in
that regard. Article Nine of Plantronics' Certificate of Incorporation and
Article V of Plantronics' By-laws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
-15-
<PAGE> 18
Delaware General Corporation Law. Plantronics has also entered into
Indemnification Agreements with its officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Plantronics
pursuant to the foregoing provisions, Plantronics has been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
ACCOUNTING EXPERTS
The financial statements incorporated in this prospectus by reference to
Plantronics' Annual Report on Form 10-K for the fiscal year ended March 28,
1998, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
PricewaterhouseCoopers as experts in auditing and accounting.
-16-
<PAGE> 19
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------------------------------------------------------------
<S> <C>
5.1* Opinion of Counsel as to Legality of Securities Being Registered.
10.1 Amended and Restated 1993 Stock Plan.
23.1 Consent of Independent Accountants.
</TABLE>
- ---------------
* Previously filed.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) (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 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
-17-
<PAGE> 20
a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
-18-
<PAGE> 21
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 November 17,
1998.
PLANTRONICS, INC.
By: s\ Robert S. Cecil
-----------------------------
Robert S. Cecil,
Chairman of the Board and
Chief Executive Officer
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 November 17, 1998
- ------------------------------------- Officer (Principal Executive Officer)
Robert S. Cecil
s\ Barbara V. Scherer Senior Vice President--Finance & November 17, 1998
- ------------------------------------- Administration, and Chief Financial
Barbara V. Scherer Officer (Principal Financial Officer,
Principal Accounting Officer)
s\ Robert F.B. Logan Director November 17, 1998
- -------------------------------------
Robert F.B. Logan
s\ M. Saleem Muqaddam Director November 17, 1998
- -------------------------------------
M. Saleem Muqaddam
s\ John Mowbray O'Mara Director November 17, 1998
- -------------------------------------
John Mowbray O'Mara
s\ Trude C. Taylor Director November 17, 1998
- -------------------------------------
Trude C. Taylor
</TABLE>
-19-
<PAGE> 22
<TABLE>
<S> <C> <C>
Director November ___, 1998
- -------------------------------------
J. Sidney Webb
s\ David A. Wegmann Director November 17, 1998
- -------------------------------------
David A. Wegmann
</TABLE>
-20-
<PAGE> 23
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------------------------------------------------------------
<S> <C>
5.1* Opinion of Counsel as to Legality of Securities Being Registered.
10.1 Amended and Restated 1993 Stock Plan.
23.1 Consent of Independent Accountants.
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
EXHIBIT 10.1
PI PARENT CORPORATION
1993 STOCK PLAN
(as amended through August 27, 1998)
1. Purposes of the Plan. The purposes of this Stock Plan are to attract
and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries and to promote the success of the Company's
business. Options granted under the Plan may be incentive stock options or
non-statutory stock options, as determined by the Committee at the time of
grant.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Applicable Laws" means the legal requirements relating to
the administration of stock option plans under state corporate law, federal and
state securities laws, the Code, and of any applicable stock exchange.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means the compensation committee appointed by the
Board in accordance with Section 4 of the Plan.
(e) "Common Stock" means the Class D Common Stock of the Company
and any other class of stock into which the Class D Common Stock is subsequently
converted.
(f) "Company" means PI Parent Corporation, a Delaware
corporation.
(g) "Company Common Stock" means the common stock of the Company,
including the class A common stock, the class B common stock, the class C common
stock and the Common Stock and each class of common stock into which such shares
are converted.
(h) "Consultant" means any person, including an advisor, engaged
by the Company or any Parent or Subsidiary to render services and who is
compensated for such services and who does not render such services as an
Employee.
(i) "Continuous Status as an Employee or Consultant" means that
the employment or consulting relationship is not interrupted or terminated by
the Company, any Parent or Subsidiary. Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of: (i) any leave of
absence approved by the Committee, including sick leave, military leave, or any
other personal leave; provided, however, that for purposes of Incentive Stock
Options, no such leave may exceed ninety (90) days, unless reemployment upon the
expiration of such leave is guaranteed by
-1-
<PAGE> 2
contract (including certain Company policies) or statute; or (ii) transfers
between locations of the Company or between the Company, its Parent, its
Subsidiaries or its successor.
(j) "Convertible Securities" means securities convertible into or
exchangeable for Company Common Stock, including, without limitation, debt,
equity, or hybrid debt-equity securities.
(k) "CVC" means Citicorp Venture Capital, Ltd.
(l) "Director" means a member of the Board.
(m) "Disability" means total and permanent disability as defined
in Section 22(e)(3) of the Code.
(n) "Employee" means any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a Director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.
(o) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(p) "Fair Market Value" means, as of any date of determination,
the value of Company Common Stock determined as follows:
(i) If the Company Common Stock is listed on any
established stock exchange or a national market system including without
limitation the National Market System of the National Association of Securities
Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair Market Value shall
be the closing sales price for such stock (or the closing bid, if no sales were
reported, as quoted on such exchange or system for the last market trading day
prior to the time of determination) as reported in The Wall Street Journal or
such other source as the Committee deems reliable;
(ii) If the Company Common Stock is quoted on the NASDAQ
System (but not on the National Market System thereof) or regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for
such stock or;
(iii) In the absence of an established market for the
Company Common Stock, the Fair Market Value thereof shall be determined in good
faith by the Committee in conjunction with a qualified independent appraiser.
(q) "Incentive Stock Option" means an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code.
(r) "Initial Public Offering" means an offering of shares of
Common Stock to the public (other than to employees or in connection with an
acquisition) registered under Form S-1 (or
-2-
<PAGE> 3
any successor form) with the SEC under the Securities Act of 1933, as amended.
(s) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.
(t) "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
(u) "Option" means a stock option granted pursuant to the Plan.
(v) "Optioned Stock" means the Common stock subject to an Option.
(w) "Optionee" means an Employee or Consultant who receives an
Option, or in the event of death or disability, such individual's estate or
personal representative.
(x) "Outside Director" means a member of the Board who is neither
an Employee nor a Consultant and whom qualifies as an Outside Director under
Section 162(m) of the Code and any regulations promulgated thereunder.
(y) "Over-Allotment Option Lapse Date" means the earlier of (1)
the date the underwriters to the Initial Public Offering have either exercised
or opted not to exercise their over-allotment option in full, or (2) the date of
the expiration of the term of such over-allotment option.
(z) "Parent" means a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(aa) "Plan" means this 1993 Stock Option Plan.
(ab) "Private Placement" means the Company sells shares of
Company Common Stock, Convertible Securities or derivative securities related
thereto (other than pursuant to this Plan).
(ac) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 11 below.
(ad) "Subsidiary" means a "subsidiary corporation", whether now
or hereafter existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of Shares that 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 approved
by the Company's stockholders on August 6, 1996, (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
-3-
<PAGE> 4
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.
4. Administration of the Plan.
(a) Initial Plan Procedure and Limitations. Prior to the date, if
any, of an Initial Public Offering or of a registered public offering of debt
securities by the Company, the Plan shall be administered by the compensation
committee of the Board, which Committee shall be composed solely of two or more
Outside Directors; provided, however, that such Committee shall not have the
discretionary authority to modify, amend or waive any provision of outstanding
Options.
(b) Plan Procedure After the Date, if any, of the Initial Public
Offering or a Registered Public Offering of Debt Securities. After the date, if
any, of the Initial Public Offering or a registered public offering of debt
securities by the Company until the date upon which CVC's aggregate ownership of
the Company Common Stock becomes an amount less than ten percent of the Company
Common Stock, the Plan shall also be administered by the compensation committee
appointed by the Board; which Committee shall be composed solely of two or three
(but no more than three) Outside Directors, at least one of whom shall be a
designee of CVC; provided, however, that such Committee shall have the
discretionary authority to take any actions with respect to any outstanding
options only with at least a two-thirds vote of the Committee or, in the
alternative, upon a majority vote of the Committee ratified by approval of at
least two-thirds of the Board.
After the date, if any, upon which CVC's aggregate ownership of the
Company Common Stock becomes an amount less than ten percent of the Company
Common Stock, the Plan shall also be administered by the compensation committee
appointed by the Board; which Committee shall be composed of two or more Outside
Directors, and which Committee shall have the full discretionary authority to
take all actions as described herein upon a majority vote of such Committee.
Once appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. Subject to the requirement set
forth above that during a certain period at least one member of the Committee
shall be a designee of CVC, from time to time the Board may increase the size of
the Committee (but not to a size of more than three members so long as CVC owns
at least 10% of the Company Common Stock, and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies, however caused, all to the extent
permitted by Rule 16b-3 with respect to a plan intended to qualify thereunder as
a discretionary plan.
(c) Powers of the Committee. Subject to (i) the provisions of the
Plan, (ii) the specific limitations on the Committee's exercise of discretion
set forth earlier in this Section, (iii) the
-4-
<PAGE> 5
specific duties delegated by the Board to such Committee, and (iv) the approval
of any relevant authorities, including the approval, if required, of any stock
exchange upon which the Common Stock is listed, the Committee shall have the
authority, in its discretion:
(i) to determine the Fair Market Value of the Common
Stock, in accordance with Section 2(p) of the Plan;
(ii) to select the Consultants and Employees to whom
Options may from time to time be granted hereunder;
(iii) to determine whether and to what extent Options are
granted hereunder;
(iv) to determine the number of shares of Common Stock to
be covered by each such award granted hereunder;
(v) to approve forms of agreement for use under the Plan;
provided, however, that the forms of stock option agreement and exercise notice
used in successive stock option grants to Robert S. Cecil and the PI Parent
Corporation management team (the "Initial Optionees") shall be identical (except
as to number of shares and exercise price and as to any changes which would have
no adverse effect upon the Initial Optionees) to those forms of stock option
agreement and exercise notice used in the initial grants under this Plan to the
Initial Optionees;
(vi) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the
time or times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration, and any restriction or limitation regarding
any Option or the shares of Common Stock relating thereto, based in each case on
such factors as the Committee, in its sole discretion, shall determine;
(vii) to determine whether and under what circumstances an
Option may be settled in cash under subsection 9(d) instead of Common Stock;
(viii) to reduce the exercise price of any Option to the
then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the Option was
granted; and
(ix) to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan.
(d) Effect of Committee's Decision. All decisions, determinations
and interpretations of the Committee shall be final and binding on all Optionees
and any other holders of any Options.
-5-
<PAGE> 6
5. Eligibility
(a) Nonstatutory Stock Options may be granted to Employees and
Consultants. Incentive Stock Options may be granted only to Employees. An
Employee or Consultant who has been granted an Option may, if otherwise
eligible, be granted additional Options. Outside Directors are not eligible to
participate in the Plan.
(b) Each Option shall be designated in the written option
agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designations, to the extent that the aggregate
Fair Market Value of the Shares with respect to which Options designated as
Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company or any Parent or
Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options.
(c) For purposes of Section 5(b), Incentive Stock Options shall
be taken into account in the order in which they were granted, and the Fair
Market Value of the Shares shall be determined as of the time the Option with
respect to such Shares is granted.
(d) The Plan shall not confer upon any Optionee any right with
respect to continuation of employment or consulting relationship with the
Company, nor shall it interfere in any way with his or her right or the
Company's right to terminate his or her employment or consulting relationship at
any time, with or without cause.
(e) The following limitations shall apply to grants of Options:
(i) No Employee or Consultant shall be granted in any
fiscal year of the Company, Options to purchase more than 15,966 Shares; and
(ii) Over the term of the Plan, no Employee or Consultant
shall be granted Options to purchase more than 15,966 Shares.
The foregoing limitations set forth in this Section 5(e) are intended to
satisfy the requirements applicable to Options intended to qualify as
"performance-based compensation" (within the meaning of Section 162(m) of the
Code) and are subject to an automatic proportionate increase in the event of an
increase to either the Shares issuable pursuant to the Plan or to the Shares
issuable pursuant to a particular Option under Sections 3 and 11 herein. In the
event the Committee determines that such limitations are not required to qualify
Options as performance-based compensation, the Committee may modify or eliminate
such limitations.
6. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the
Company as described in Section 17 of the Plan. It shall continue in effect for
a term of ten (10) years unless sooner terminated under Section 13 of the Plan.
-6-
<PAGE> 7
7. Term of Option. The term of each Option shall be the term stated in
the Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof. However, in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the
Option shall be five (5) years from the date of grant thereof or such shorter
germ as may be provided in the Option Agreement.
8. Option Exercise Price and Consideration.
(a) The per share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be such price as is determined by the
Committee, but shall be subject to the following in the case of an Incentive
Stock Option:
(i) granted to an Employee who, at the time of the grant
of such Incentive Stock Option, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary, the per Share exercise price shall be no less than 110% of the
Fair Market Value per Share on the date of grant.
(ii) granted to any Employee, the per Share exercise price
shall be no less than 100% of the Fair Market Value per Share on the date of
grant.
(b) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Committee.
(c) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Committee (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash, (2)
check, (3) other Shares which (x) in the case of Shares acquired upon exercise
of an Option either have been owned by the Optionee for more than six months on
the date of surrender or were not acquired, directly or indirectly, from the
Company, and (y) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be
exercised, (4) delivery of a properly executed exercise notice together with
such other documentation as the Committee and the broker, if applicable, shall
require to effect an exercise of the Option and delivery to the Company of the
sale or margin loan proceeds required to pay the exercise price, (5) any
combination of the foregoing methods of payment, or (6) such other consideration
and method of payment for the issuance of Shares to the extent permitted under
Applicable Laws.
9. Exercise of option.
(a) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Committee, including performance criteria with respect to
the Company and/or the Optionee, and as shall be permissible under the terms of
the Plan.
-7-
<PAGE> 8
An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in accordance with the
terms of the Option by the person entitled to exercise the option and full
payment for the Shares with respect to which the Option is exercised has been
received by the Company. Full payment may, as authorized by the Committee,
consist of any consideration and method of payment allowable under Section 8(c)
of the Plan. Until the issuance (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company) of
the stock certificate evidencing such Shares, no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such stock certificate promptly upon exercise of
the Option. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the stock certificate is issued, except as
provided in Section 11 of the Plan.
Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.
(b) Termination of Employment or Consulting Relationship. 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.
(c) Rule l6b-3. Options granted to persons subject to Section
16(b) of the Exchange Act must comply with Rule 16b-3 and shall contain such
additional conditions or restrictions as may be required thereunder to qualify
for the maximum exemption from Section 16 of the Exchange Act with respect to
Plan transactions.
(d) Buyout Provisions. The Committee may at any time offer to buy
out for a payment in cash or Shares, or may specify at the time of award the
circumstances under which an Optionee may sell for a payment in cash or Shares,
an Option previously granted, based on such terms and conditions as the
Committee shall establish and communicate to the Optionee at the time that such
offer or award is made.
(e) Amendment of Registration Agreement and Stockholder
Agreement. In an effort to ensure that grantees of Options under the Plan are
able, upon the conversion of such Options into Common Stock, to participate in
those benefits and obligations of ownership of Common Stock offered to the other
holders thereof, the Company agrees promptly upon the adoption of the Plan to
take such action, and to use its best efforts to request its existing
stockholders to take such action, as may be necessary to:
-8-
<PAGE> 9
(i) amend the definition of "Executive Stock Agreements"
set forth in the Amended and Restated Registration Agreement dated as of
December 29, 1989 by and among the Company and its stockholders, as
amended (the "Registration Agreement") to include the Plan. The effect
of such amendment will be to provide such holders acquiring Common Stock
pursuant to the Plan with the demand registration rights and piggy-back
registration rights set forth in Sections 1 and 2, respectively, of the
Registration Agreement; and
(ii) amend the following provisions set forth in the
Amended and Restated Stockholder Agreement dated as of December 29, 1989
by and among the Company and its stockholders, as amended (the
"Stockholder Agreement"):
(A) Section 2(a)(iii) of the Stockholder Agreement
to provide that Robert S. Cecil shall have the right to nominate one
person to the Board for so long as he is the chief executive officer of
the Company;
(B) the definition of "Executive" set forth in the
Stockholder Agreement to include all Optionees under the Plan. The
effect of such amendment will be to provide such holders at any time
after they purchase Shares hereunder with the limited purchase rights
set forth in Section 7 of the Stockholder Agreement;
(C) Amend Section 6 of the Stockholder Agreement to
include as "Participants" (as defined therein) the holders of Common
Stock issued pursuant to the Plan. The effect of such amendment will be
to provide such holders with the co-sale rights set forth in Section 6.
(D) Amend Section 8 of the Stockholder Agreement to
provide that the approval of Robert S. Cecil will be required to consent
to any "Freeze-Out" (as defined therein).
10. Non-Transferability of Options. Except as otherwise determined by
the Committee, Options may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.
11. Adjustments Upon Changes in Capitalization, Dissolution,
Liquidation, Merger. Sale of Assets or Change of Control.
(a) Changes in Capitalization. Subject to any required action by
the stockholders of the Company, in the event of a stock split, reverse stock
split, stock dividend, recapitalization, combination or reclassification of the
Company Common Stock, or any other increase or decrease in the number of issued
shares of Company Common Stock or in the number or amount of Convertible
Securities effected without receipt of consideration by the Company (provided,
however, that for purposes of this paragraph, conversion of any Convertible
Securities of the Company that are issued subsequent to the date of the adoption
of this Plan, including, without limitation, the conversion of
-9-
<PAGE> 10
any such preferred stock of the Company into Common Stock, shall not be deemed
to have been "effected without receipt of consideration"), the number of shares
of Common Stock covered by each outstanding Option (including Options exercised
but as to which stock certificates have not been issued), and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but as to which no Options have yet been granted or which have been returned to
the Plan upon cancellation or expiration of an Option, as well as the price per
share of Common Stock covered by each such outstanding Option, shall be
proportionately adjusted so that such Options' claim on assets, earnings and
voting power remains the same before and after any increase or decrease in the
number of issued shares of Common Stock resulting from such event. Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. In the event that the Company undertakes any
corporate separation or division, including, without limitation, a split-up,
split-off or spin-off, the Committee shall provide that the holder of each
Option shall receive, upon a subsequent exercise of his or her Option, the same
per share consideration for each Share exercised that stockholders of the
Company received for each share of their holdings pursuant to the corporate
separation or division. In the event that the Company offers for sale any
Company Common Stock or any Convertible Securities for an initial consideration
price per share of Company Common Stock less than the Fair Market Value (as if
the defined term "Fair Market Value" in Section 2(p) herein applied to
Convertible Securities as well as to Company Common Stock) of such securities,
and in the further event that sales pursuant to such offerings result in the
Fair Market Value of the Common Stock declining, the per share exercise price of
each outstanding Option shall be adjusted so that the ratio of the exercise
price to the Fair Market Value of the Common Stock before and after the closing
of such sales remains constant. Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance 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.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Committee shall notify the
Optionee at least thirty (30) days prior to such proposed action. To the extent
it has not been previously exercised, the Option will terminate immediately
prior to the consummation of such proposed action.
(c) Merger, Sale of Assets or Change of Control. In the event of
a "Change of Control" (as defined below), the Committee shall provide for the
Optionee to have the right to exercise the Option as to all of the Optioned
Stock, including Shares as to which it would not otherwise be exercisable. In
such event, the Committee shall notify the Optionee that the Option shall be
exercisable for a period of not less than thirty (30) days from the date of such
notice. For these purposes, a "Change of Control" shall mean the occurrence of
any of the following events:
(i) Any "person" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended) other than CVC and
each of its affiliates becomes the "beneficial owner" (as defined in Rule l3d-3
under said Act), directly or indirectly, of securities of the Company
representing forty percent (40%) or more of the total voting power represented
by the Company's then outstanding voting securities; or
-10-
<PAGE> 11
(ii) A change in the composition of the Board occurring
within a two-year period, as a result of which fewer than a majority of the
directors are Incumbent Directors. "Incumbent Directors" shall mean directors
who (a) are directors of the Company as of the date this Plan is adopted, (b)
are elected, or nominated for election, to the Board with the affirmative votes
of at least a majority of the Incumbent Directors at the time of such election
or nomination (but shall not include an individual whose election or nomination
is in connection with an actual or threatened proxy contest relating to the
election of directors to the Company) or (c) are elected in accordance with the
terms of the Board Designation Agreement dated as of October 22, 1993, among CVC
and the Company; or
(iii) A merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least seventy percent (70%)
of the total voting power represented by the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation, or the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially of the Company's assets.
For purposes of this paragraph 11(c), references to the "Company" shall
mean each of the Company, PI Holdings Inc., a Delaware corporation, and
Plantronics, Inc., a Delaware corporation.
12. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date on which the Committee makes the determination
granting such Option, or such other date as is determined by the Committee.
Notice of the determination shall be given to each Employee or Consultant to
whom an Option is so granted within a reasonable time after the date of such
grant.
13. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend,
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension
or discontinuation shall be made which would impair the rights of any Optionee
under any grant theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with Rule 16b-3 under the Exchange
Act or with Section 422 of the Code (or any other applicable law or regulation,
including the requirements of the NASD or an established stock exchange), the
Company shall obtain stockholder approval of any Plan amendment in such a manner
and to such a degree as required.
(b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Company, which agreement must be in writing and signed by the Optionee and
the Company.
14. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the
-11-
<PAGE> 12
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, 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 an 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 a representation is required by any of
the aforementioned relevant provisions of law.
15. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained;
provided, however, that the Company shall use its best efforts to obtain such
authority; provided, further, that if the Company fails to obtain such
authority, the Company shall pay to Optionees such amounts as to ensure that the
Optionees suffer no economic detriment by virtue of the failure to obtain such
authority.
16. Agreements. Options shall be evidenced by written agreements in such
form as the Committee shall approve from time to time.
17. Stockholder Approval. Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted and within twelve (12) months before or after
the date of any increase in the number of shares available for issuance pursuant
to the Plan, to the extent required by Section 422 of the Code and the
regulations thereunder. Such stockholder approval shall be obtained in the
degree and manner required under applicable state and federal law and the rules
of any stock exchange upon which the Common Stock is listed.
-12-
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Resale Prospectus
constituting part of this Registration Statement on Form S-8 (No. 33-81980) of
Plantronics, Inc., of our report dated April 17, 1998, appearing on page 22 of
the 1998 Annual Report to stockholders, which is incorporated by reference in
the Annual Report on Form 10-K for the year ended March 28, 1998. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------------
PRICEWATERHOUSECOOPERS LLP
San Jose, California
November 12, 1998
