<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended March 27, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from _____to _____
Commission file number: _________
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Plantronics, Inc.
345 Encinal Street, P.O. Box 1802
Santa Cruz, California 95061-1802
<PAGE> 2
Plantronics, Inc.
Annual Profit Sharing/Individual Savings Plan
REQUIRED INFORMATION
The Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan (the "Plan")
is subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the
financial statements and schedules of the Plan for the two fiscal years ended
March 27, 1999 and March 28, 1998, which have been prepared in accordance with
the financial reporting requirements of ERISA, are attached hereto and
incorporated herein by reference.
<PAGE> 3
Plantronics, Inc.
Annual Profit Sharing/Individual Savings Plan
SIGNATURES
The Plan. Pursuant to the requirements of the Securities and Exchange
Act of 1934, the trustees (or other persons who administer the Plantronics, Inc.
Annual Profit Sharing/Individual Savings Plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
---------------------------------------------
(Name of plan)
Date: 09/23/99 By: /s/ KEVIN GOODWIN
-------------------- -----------------------------------------
(Signature)
Name: Kevin Goodwin
Title: General Counsel
PLANTRONICS, INC. ON BEHALF
OF THE PLAN ADMINISTRATOR OF THE
PLANTRONICS, INC. ANNUAL PROFIT
SHARING/INDIVIDUAL SAVINGS PLAN
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the Plantronics, Inc. Annual Profit Sharing/
Individual Savings Plan
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan
at March 27, 1999 and March 28, 1998, and the changes in net assets available
for benefits for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investments purposes, loans or fixed income obligations and reportable
transactions are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for
benefits and the statements of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for benefits and changes in net assets available for benefits
of each fund. These supplemental schedules and Fund Information are the
responsibility of the Plan's management. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
PriceWaterhouseCoopers LLP
September 15, 1999
1
<PAGE> 5
PLANTRONICS, INC.
ANNUAL PROFIT
SHARING/INDIVIDUAL SAVINGS
PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
MARCH 27, 1999 AND MARCH 28, 1998
<PAGE> 6
<TABLE>
<CAPTION>
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
INDEX
- -------------------------------------------------------------------------------
Page
<S> <C>
Financial Statements:
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits, with Fund Information 2-4
Statement of Changes in Net Assets Available for Benefits, with Fund Information 5-7
Notes to Financial Statements 8-13
Supplemental Schedules:
Schedule I - Schedule of Assets Held for Investment Purposes 14-15
Schedule II - Schedule of Loans or Fixed Income Obligations 16
Schedule III - Schedule of Reportable Transactions 17
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
- --------------------------------------------------------------------------------
March 27, 1999
Fund Information
-----------------------------------------------------------
Charter Charter
Large Small
Charter Company Company
Guaranteed Stock Stock - Fidelity
Long-Term Index Growth Magellan
Fund Fund Fund Fund
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Assets
Investments, at fair value
CIGNA Charter Guaranteed Long-Term Account $ 7,447,045
CIGNA Charter Large Company Stock Index Fund $ 112,679
CIGNA Charter Small Company Stock - Growth Fund $ 26,922
CIGNA Fidelity Magellan Fund $10,626,046
CIGNA Fidelity Equity Income II Fund
CIGNA Fidelity Contrafund Fund
Employer contributions receivable 248,134 12,629 2,914 133,225
------------- ------------- ------------- -------------
Net assets available for benefits $ 7,695,179 $ 125,308 $ 29,836 $10,759,271
============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
March 27, 1999
Fund Information
-----------------------------
Fidelity
Equity Fidelity
Income II Contrafund
Fund Fund
------------- -------------
<S> <C> <C>
Assets
Investments, at fair value
CIGNA Charter Guaranteed Long-Term Account
CIGNA Charter Large Company Stock Index Fund
CIGNA Charter Small Company Stock - Growth Fund
CIGNA Fidelity Magellan Fund
CIGNA Fidelity Equity Income II Fund $ 5,284,407
CIGNA Fidelity Contrafund Fund $ 2,738,425
Employer contributions receivable 90,511 66,666
------------- -------------
Net assets available for benefits $ 5,374,918 $ 2,805,091
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 8
<TABLE>
<CAPTION>
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
March 27, 1999
Fund Information
-----------------------------------------------------------
American
Century -
Twentieth Plantronics,
Fidelity Century Janus Inc.
Puritan Ultra Worldwide Common
Fund Fund Fund Stock
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Assets
Investments, at fair value
CIGNA Charter Guaranteed Long-Term Account
CIGNA Charter Large Company Stock Index Fund
CIGNA Charter Small Company Stock - Growth Fund
CIGNA Fidelity Magellan Fund
CIGNA Fidelity Equity Income II Fund
CIGNA Fidelity Contrafund Fund
CIGNA Fidelity Puritan Fund $ 757,524
CIGNA American Century - Twentieth Century Ultra Fund $ 3,089,899
CIGNA Janus Worldwide Fund $ 31,788
Plantronics, Inc. Common Stock $ 2,637,343
Participant notes receivable
Employer contributions receivable 19,411 75,896 9,898 411,818
------------- ------------- ------------- -------------
Net assets available for benefits $ 776,935 $ 3,165,795 $ 41,686 $ 3,049,161
============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
March 27, 1999
Fund Information
-----------------------------
Participant
Notes
Receivable Total
------------- -------------
<S> <C> <C>
Assets
Investments, at fair value
CIGNA Charter Guaranteed Long-Term Account $ 7,447,045
CIGNA Charter Large Company Stock Index Fund 112,679
CIGNA Charter Small Company Stock - Growth Fund 26,922
CIGNA Fidelity Magellan Fund 10,626,046
CIGNA Fidelity Equity Income II Fund 5,284,407
CIGNA Fidelity Contrafund Fund 2,738,425
CIGNA Fidelity Puritan Fund 757,524
CIGNA American Century - Twentieth Century Ultra Fund 3,089,899
CIGNA Janus Worldwide Fund 31,788
Plantronics, Inc. Common Stock 2,637,343
Participant notes receivable $ 891,939 891,939
Employer contributions receivable 1,071,102
------------- -------------
Net assets available for benefits $ 891,939 $34,715,119
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 9
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
March 28, 1998
Fund Information
--------------------------------------------------------------------------------
American
Century -
Charter Fidelity Twentieth
Guaranteed Fidelity Equity Fidelity Fidelity Century
Long-Term Magellan Income II Contrafund Puritan Ultra
Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
CIGNA Charter Guaranteed
Long-Term Account $7,857,579
CIGNA Fidelity Magellan Fund $8,270,865
CIGNA Fidelity Equity Income II Fund $4,744,975
CIGNA Fidelity Contrafund Fund $1,883,195
CIGNA Fidelity Puritan Fund $686,297
CIGNA American Century - Twentieth
Century Ultra Fund $2,096,516
Plantronics, Inc. Common Stock
Participant notes receivable
Employer contributions receivable 220,829 114,523 99,345 67,341 20,770 67,626
---------- ---------- ---------- ---------- --------- ----------
Net assets available for benefits $8,078,408 $8,385,388 $4,844,320 $1,950,536 $707,067 $2,164,142
========== ========== ========== ========== ========= ==========
</TABLE>
<TABLE>
<CAPTION>
March 28, 1998
Fund Information
--------------------------------------------
Plantronics,
Inc. Participant
Common Notes
Stock Receivable Total
---------- --------- -----------
<S> <C> <C> <C>
Assets
Investments, at fair value
CIGNA Charter Guaranteed
Long-Term Account $7,857,579
CIGNA Fidelity Magellan Fund 8,270,865
CIGNA Fidelity Equity Income II Fund 4,744,975
CIGNA Fidelity Contrafund Fund 1,883,195
CIGNA Fidelity Puritan Fund 686,297
CIGNA American Century - Twentieth
Century Ultra Fund 2,096,516
Plantronics, Inc. Common Stock $1,005,188 1,005,188
Participant notes receivable $769,355 769,355
Employer contributions receivable 271,750 862,184
---------- --------- -----------
Net assets available for benefits $1,276,938 $769,355 $28,176,154
========== ========= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 10
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended March 27, 1999
Fund Information
-----------------------------------------------------------
Charter Charter
Large Small
Charter Company Company
Guaranteed Stock Stock - Fidelity
Long-Term Index Growth Magellan
Fund Fund Fund Fund
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest $ 415,364
Net appreciation in fair value of investments $ 5,536 $ 1,635 $ 2,097,581
------------- ------------- ------------- -------------
415,364 5,536 1,635 2,097,581
------------- ------------- ------------- -------------
Contributions
Employer 301,362 13,697 3,173 181,780
Employee 443,966 35,955 11,036 350,492
------------- ------------- ------------- -------------
745,328 49,652 14,209 532,272
------------- ------------- ------------- -------------
Total additions 1,160,692 55,188 15,844 2,629,853
Deductions from net assets attributed to:
Benefit payments 1,210,544 407,621
Transaction charge 748 5 7 409
------------- ------------- ------------- -------------
Total deductions 1,211,292 5 7 408,030
Change in forfeiture reserve, net 702 (133)
------------- ------------- ------------- -------------
Net (decrease) increase prior to interfund transfers (49,898) 55,183 15,837 2,221,690
Interfund transfers, net (333,331) 70,125 13,999 152,193
------------- ------------- ------------- -------------
Net (decrease) increase (383,229) 125,308 29,836 2,373,883
Net assets available for benefits at beginning of year 8,078,408 - - 8,385,388
------------- ------------- ------------- -------------
Net assets available for benefits at end of year $ 7,695,179 $ 125,308 $ 29,836 $10,759,271
============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
Year Ended March 27, 1999
Fund Information
-----------------------------
Fidelity
Equity Fidelity
Income II Contrafund
Fund Fund
------------- -------------
<S> <C> <C>
Additions to net assets attributed to:
Investment income
Interest
Net appreciation in fair value of investments $ 594,353 $ 503,173
------------- -------------
594,353 503,173
------------- -------------
Contributions
Employer 130,901 90,642
Employee 251,959 207,130
------------- -------------
382,860 297,772
------------- -------------
Total additions 977,213 800,945
Deductions from net assets attributed to:
Benefit payments 330,157 119,356
Transaction charge 74 85
------------- -------------
Total deductions 330,231 119,441
Change in forfeiture reserve, net (654) (716)
------------- -------------
Net (decrease) increase prior to interfund transfers 646,328 680,788
Interfund transfers, net (115,730) 173,767
------------- -------------
Net (decrease) increase 530,598 854,555
Net assets available for benefits at beginning of year 4,844,320 1,950,536
------------- -------------
Net assets available for benefits at end of year $ 5,374,918 $ 2,805,091
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 11
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION (CONTINUED)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended March 27, 1999
Fund Information
-----------------------------------------------------------
American
Century -
Twentieth Plantronics,
Fidelity Century Janus Inc.
Puritan Ultra Worldwide Common
Fund Fund Fund Stock
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest
Net appreciation in fair value of investments $ 62,041 $ 629,090 $ 1,201 $ 925,402
------------- ------------- ------------- -------------
62,041 629,090 1,201 925,402
------------- ------------- ------------- -------------
Contributions
Employer 27,172 101,913 10,622 531,756
Employee 104,854 214,286 13,299 647,818
------------- ------------- ------------- -------------
132,026 316,199 23,921 1,179,574
------------- ------------- ------------- -------------
Total additions 194,067 945,289 25,122 2,104,976
Deductions from net assets attributed to:
Benefit payments 70,725 91,856 152,046
Transaction charge 17 93 5 566
Participant notes receivable terminated
due to withdrawal of participant
------------- ------------- ------------- -------------
Total deductions 70,742 91,949 5 152,612
Change in forfeiture reserve, net (68) (718) (6,997)
------------- ------------- ------------- -------------
Net increase prior to interfund transfers 123,257 852,622 25,117 1,945,367
Interfund transfers, net (53,389) 149,031 16,569 (173,144)
------------- ------------- ------------- -------------
Net increase 69,868 1,001,653 41,686 1,772,223
Net assets available for benefits at beginning of year 707,067 2,164,142 -- 1,276,938
------------- ------------- ------------- -------------
Net assets available for benefits at end of year $ 776,935 $ 3,165,795 $ 41,686 $ 3,049,161
============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
Year Ended March 27, 1999
Fund Information
-----------------------------
Participant
Notes
Receivable Total
------------- -------------
<S> <C> <C>
Additions to net assets attributed to:
Investment income
Interest $ 76,276 $ 491,640
Net appreciation in fair value of investments 4,820,012
------------- -------------
76,276 5,311,652
------------- -------------
Contributions
Employer 1,393,018
Employee 2,280,795
------------- -------------
3,673,813
------------- -------------
Total additions 76,276 8,985,465
Deductions from net assets attributed to:
Benefit payments 2,382,305
Transaction charge 2,009
Participant notes receivable terminated
due to withdrawal of participant 53,602 53,602
------------- -------------
Total deductions 53,602 2,437,916
Change in forfeiture reserve, net (8,584)
------------- -------------
Net increase prior to interfund transfers 22,674 6,538,965
Interfund transfers, net 99,910 --
------------- -------------
Net increase 122,584 6,538,965
Net assets available for benefits at beginning of year 769,355 28,176,154
------------- -------------
Net assets available for benefits at end of year $ 891,939 $34,715,119
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 12
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION
- ----------------------------------------------------
<TABLE>
<CAPTION>
Year Ended March 28, 1998
Fund Information
-----------------------------------------------------------------------
Charter Fidelity
Guaranteed Fidelity Equity Fidelity Fidelity
Long-Term Magellan Income II Contrafund Puritan
Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest $ 414,795
Net appreciation in fair value of investments $ 2,778,161 $ 1,454,630 $ 527,561 $ 137,072
----------- ----------- ----------- ----------- -----------
414,795 2,778,161 1,454,630 527,561 137,072
----------- ----------- ----------- ----------- -----------
Contributions
Employer 372,313 131,614 109,530 68,785 30,250
Employee 362,658 330,361 297,258 255,336 62,713
----------- ----------- ----------- ----------- -----------
734,971 461,975 406,788 324,121 92,963
----------- ----------- ----------- ----------- -----------
Total additions 1,149,766 3,240,136 1,861,418 851,682 230,035
Deductions from net assets attributed to:
Benefit payments 861,383 1,315,023 694,186 244,787 11,996
Transaction charge 354 462 279 175 35
Participant notes receivable terminated
due to withdrawal of participant
----------- ----------- ----------- ----------- -----------
Total deductions 861,737 1,315,485 694,465 244,962 12,031
Change in forfeiture reserve, net (27,936) (427) (745) (294) (155)
----------- ----------- ----------- ----------- -----------
Net increase prior to interfund transfers 260,093 1,924,224 1,166,208 606,426 217,849
Interfund transfers, net 105,137 (223,736) 12,462 16,258 145,229
----------- ----------- ----------- ----------- -----------
Net increase (decrease) 365,230 1,700,488 1,178,670 622,684 363,078
Net assets available for benefits at beginning of year 7,713,178 6,684,900 3,665,650 1,327,852 343,989
----------- ----------- ----------- ----------- -----------
Net assets available for benefits at end of year $ 8,078,408 $ 8,385,388 $ 4,844,320 $ 1,950,536 $ 707,067
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Year Ended March 28, 1998
Fund Information
--------------------------------------------------------
American
Century -
Twentieth Plantronics,
Century Inc. Participant
Ultra Common Notes
Fund Stock Receivable Total
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest $ 76,172
Net appreciation in fair value of investments $ 635,251 $ 359,114 5,891,789
----------- ----------- ------------ -----------
635,251 359,114 76,172 6,382,756
----------- ----------- ------------ -----------
Contributions
Employer 76,103 393,570 1,182,165
Employee 236,856 377,141 1,922,323
----------- ----------- ------------ -----------
312,959 770,711 3,104,488
----------- ----------- ------------ -----------
Total additions 948,210 1,129,825 76,172 9,487,244
Deductions from net assets attributed to:
Benefit payments 228,092 19,482 3,374,949
Transaction charge 113 167 1,585
Participant notes receivable terminated
due to withdrawal of participant 72,857 72,857
----------- ----------- ------------ -----------
Total deductions 228,205 19,649 72,857 3,449,391
Change in forfeiture reserve, net (951) (1,147) (31,655)
----------- ----------- ------------ -----------
Net increase prior to interfund transfers 719,054 1,109,029 3,315 6,006,198
Interfund transfers, net 94,737 (67,037) (83,050) --
----------- ----------- ------------ -----------
Net increase (decrease) 813,791 1,041,992 (79,735) 6,006,198
Net assets available for benefits at beginning of year 1,350,351 234,946 849,090 22,169,956
----------- ----------- ------------ -----------
Net assets available for benefits at end of year $ 2,164,142 $ 1,276,938 $ 769,355 $28,176,154
=========== =========== ============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 13
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
1. Description of Plan
The following description of the Plantronics, Inc. Annual Profit
Sharing/Individual Savings Plan (the "Plan") provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions. In the event of any
inconsistency between this general information and the Plan agreement,
the Plan agreement shall control.
General
The Plan is a defined contribution plan established effective June 1,
1968 and most recently amended September 30, 1998, retroactively
effective July 30, 1998. Eligible employees of Plantronics, Inc. become
eligible and may elect to participate upon completing 90 days of
service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
Contributions
Participants may contribute an amount equal to not less than 2 percent
nor more than 15 percent of their eligible compensation for the
contribution period. The Company will make a matching contribution in an
amount equal to $.25 for each $1.00 contributed by a participant, up to
a maximum of 6 percent of the participant's eligible compensation. In
addition, the Company will make an annual profit sharing contribution on
behalf of certain eligible employees in the amount of 10 percent of its
consolidated pre-tax earnings less amounts paid to the Company's
Quarterly Profit Sharing Plan and amounts paid in cash to eligible
employees due to Internal Revenue Code limitations on allocations, and
less any administrative fees associated with the Plan not otherwise paid
by the Company. The Company made profit sharing contributions of
$1,071,102 and $862,184 for fiscal 1999 and 1998, respectively.
Participant Accounts
Each participant's account is credited with the participant's
contribution and allocation of the Company's contribution and account
earnings (or losses). Earnings are allocated by fund based on the ratio
of a participant's account invested in a particular fund to all
participants' investments in that fund. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
8
<PAGE> 14
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Vesting
Participants are immediately vested in voluntary and matching
contributions plus actual earnings thereon (if any). Vesting for profit
sharing contributions is based on years of service. Effective for the
1995 fiscal Plan year and subsequent Plan years, a participant becomes
50 percent vested after one year of service and 100 percent vested after
two years of service. However, an active participant will become fully
vested upon his or her death, disability, reaching normal retirement age
(65), or reaching early retirement age (age 55 plus two years of
service).
Investment Options
Upon enrollment in the Plan, a participant may currently direct
contributions among any of the following investment options:
- Charter Guaranteed Long-Term Fund - Funds are invested in the
CIGNA Charter Guaranteed Long-Term Account, which provides a
guaranteed rate of return reset semiannually.
- Charter Large Company Stock Index Fund - Funds are invested in
the CIGNA Charter Large Company Stock Index Fund, which is a
separate account which provides an investment portfolio designed
to reflect the composition of the Standard & Poor's 500
Composite Stock Price Index.
- Charter Small Company Stock - Growth Fund - Funds are invested
in the CIGNA Charter Small Company Stock - Growth Fund, which
invests primarily in small company stocks.
- Fidelity Magellan Fund - Funds are invested solely in units of
the CIGNA Fidelity Magellan Fund, which in turn invests solely
in shares of the Fidelity Magellan Fund.
- Fidelity Equity Income II Fund - Funds are invested solely in
units of the CIGNA Fidelity Equity Income II Fund, which in turn
invests solely in shares of the Fidelity Equity Income II Fund.
- Fidelity Contrafund Fund - Funds are invested solely in units of
the CIGNA Fidelity Contrafund Fund, which in turn invests solely
in shares of the Fidelity Contrafund Fund.
- Fidelity Puritan Fund - Funds are invested solely in units of
the CIGNA Fidelity Puritan Fund, which in turn invests solely in
shares of the Fidelity Puritan Fund.
- American Century - Twentieth Century Ultra Fund-Funds are
invested solely in units of the CIGNA American Century -
Twentieth Century Ultra Fund, which in turn invests solely in
shares of the American Century - Twentieth Century Ultra Fund.
- Janus Worldwide Fund - Funds are invested solely in units of the
CIGNA Janus Worldwide Fund, which in turn invests solely in
shares of the Janus Worldwide Fund.
9
<PAGE> 15
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
- Plantronics, Inc. Common Stock - Funds are invested in shares of
Plantronics, Inc. common stock. Participants are eligible to
receive a discount on the share price, the percent of which
varies based on the fair market value, but in no event will the
discount be less than 5 percent or more than 15 percent of the
fair market value on the date of purchase.
Participants may elect to change their investment options at any time
subject to certain restrictions on investments in the Company stock.
Payment of Benefits
On termination of service and certain other events, a participant may
elect to receive either a lump-sum amount equal to the value of his or
her account or a distribution in the form of annual installments over a
period not to exceed the life expectancy of the participant and his/her
beneficiary. Distributions are subject to the applicable provisions of
the Plan agreement.
Participant Notes Receivable
Participants may borrow up to the lesser of $50,000 or 50 percent of the
vested portion of their account balance, subject to certain
restrictions, in accordance with interest rates and collateral
requirements established by the Company.
Plan Year
The Plan year is the 52 or 53 week period ending on the Saturday closest
to March 31 of each year. Accordingly, the Plan's fiscal years ended
March 27, 1999 and March 28, 1998.
2. Summary of Accounting Policies
Method of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting, and reflect management's estimates and assumptions, such as
those regarding fair value, that affect the recorded amounts.
Significant estimates used are discussed throughout the notes to
financial statements.
10
<PAGE> 16
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Investments
Investments in pooled separate accounts (CIGNA Charter Large Company
Stock Index Fund, CIGNA Charter Small Company Stock - Growth Fund, CIGNA
Fidelity Magellan Fund, CIGNA Fidelity Equity Income II Fund, CIGNA
Fidelity Contrafund Fund, CIGNA Fidelity Puritan Fund, CIGNA American
Century - Twentieth Century Ultra Fund and CIGNA Janus Worldwide Fund)
are recorded at fair value, as determined by the unit value as reported
by the Connecticut General Life Insurance Company ("CG Life"). The
investment in the CIGNA Charter Guaranteed Long-Term Account is
non-fully benefit responsive and is recorded at fair value. Participant
notes receivable are valued at cost which approximates fair value. The
Plantronics, Inc. Common Stock is valued at its quoted market price.
Contributions
Employee contributions are generally recorded in the period during which
the Company makes payroll deductions from the participants' eligible
compensation. Matching Company contributions are generally recorded in
the same period. Profit sharing contributions are recorded annually.
Benefits
Benefit claims are recorded as expenses when they have been approved for
payment and paid by the Plan.
3. Deposit With Insurance Company
The Plan participates in a contract with CG Life via an investment in
the CIGNA Charter Guaranteed Long-Term Account. CG Life commingles the
assets of this investment with other assets. For the Plan's investment
in the CIGNA Charter Guaranteed Long-Term Account, the Plan is credited
with interest at the rate specified in the contract which ranged from
5.60% to 5.35% and 5.70% to 5.60% for the years ended March 27, 1999 and
March 28, 1998, respectively, net of asset charges. CG Life
prospectively guaranteed the interest rates credited for the CIGNA
Charter Guaranteed Long-Term Account for six months. As discussed in
Note 2, the CIGNA Charter Guaranteed Long-Term Account is included in
the financial statements at fair value which, principally because of the
periodic rate reset process, approximates contract value.
11
<PAGE> 17
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
4. Investments
Investments that represent 5 percent or more of the Plan's net assets are
separately identified below.
<TABLE>
<CAPTION>
March 27, March 28,
1999 1998
<S> <C> <C>
CIGNA Charter Guaranteed Long-Term Account $ 7,447,045 $7,857,579
interest rates, 5.35%; 5.60%
CIGNA Fidelity Magellan Fund 10,626,046 8,270,865
units, 57,688; 56,238
CIGNA Fidelity Equity Income II Fund 5,284,407 4,744,975
units, 116,705; 118,358
CIGNA Fidelity Contrafund Fund 2,738,425 1,883,195
units, 31,987; 27,112
CIGNA American Century - Twentieth Century Ultra Fund 3,089,899 2,096,516
units, 52,846; 45,616
Plantronics, Inc. Common Stock 2,637,343 N/A
shares, 42,926; N/A
</TABLE>
5. Participant Notes Receivable
Subject to the terms of the Plan, participants may borrow from their
accounts up to the lesser of $50,000 or 50% of their vested account
balance. Loan transactions are treated as a transfer to/from the
investment fund from/to Participant Notes Receivable. A loan is secured
by the balance in the participant's account and bears interest at a rate
commensurate with market rates for similar loans, as defined (8.00% to
13.00% for the years ended March 27, 1999 and March 28, 1998).
6. Plan Termination or Modification
Although it has not expressed any intent to do so, the Company has
reserved the right under the Plan to discontinue its contributions at
any time and to terminate or modify the Plan at any time, and for any
reason, subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their
accounts.
12
<PAGE> 18
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
7. Income Taxes
The Internal Revenue Service has determined and informed the Company by a
letter dated May 31, 1995 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC").
The Plan has been amended since receiving the determination letter.
However, the Plan's administrator believes that the Plan is designed and
is currently being operated in substantial compliance with the applicable
requirements of the IRC. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
8. Reconciliation of Plan Financial Statements to the Form 5500
The Annual Return/Report of Employee Benefit Plan (the "Form 5500") is
prepared on the modified cash basis. Accordingly, certain balances
included on lines 31 and 32 of the Form 5500 differ from those included
in these financial statements. Contributions in the statement of changes
in net assets available for benefits differ from contributions in the
Form 5500 by the amount of contributions accrued at December 31. The
ending net asset balances are reconciled as follows:
<TABLE>
<CAPTION>
March 27, March 28,
1999 1998
<S> <C> <C>
Net assets, reflected on Form 5500 $ 33,644,017 $ 27,313,970
Add: Employer contributions receivable 1,071,102 862,184
------------ ------------
Net assets, reflected in the financial statements $ 34,715,119 $ 28,176,154
============ ============
</TABLE>
9. Forfeitures
The net change in forfeiture reserve represents the net change in the
available forfeiture reserve balance from the prior year plus the current
year forfeitures generated. Forfeitures result from nonvested benefit
payments remaining in the Plan for all terminated employees. Upon
reaching the break-in-service requirement, as defined in the Plan
agreement, forfeitures generated are added to the forfeiture reserve
balance. The forfeiture reserve of $9,370 and $8,794 at March 27, 1999
and March 28, 1998, respectively, is included in the CIGNA Charter
Guaranteed Long-Term Account and is available to offset contributions
which would be otherwise payable by the Company, in accordance with the
Plan agreement. In 1998 and 1997 Company cash contributions were offset
by $8,798 and $32,735, respectively, from forfeited nonvested accounts.
13
<PAGE> 19
SUPPLEMENTAL SCHEDULE
SCHEDULE I
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
LINE 27a FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
MARCH 27, 1999
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c)
(b) Description of investment including
Identity of Issue, borrower, maturity date, rate of interest, (d) (e)
(a) lessor, or similar party collateral, par or maturity value Cost Current value
<S> <C> <C> <C>
Connecticut General Life CIGNA Charter Guaranteed
* Insurance Company Long-Term Account
5.35% $ 7,447,045 $ 7,447,045
Connecticut General Life CIGNA Charter Large Company
* Insurance Company Stock Index Fund
$66.71/unit 107,805 112,679
Connecticut General Life CIGNA Charter Small Company
* Insurance Company Stock - Growth Fund
$9.65/unit 25,361 26,922
Connecticut General Life CIGNA Fidelity Magellan Fund
* Insurance Company $184.20/unit 6,065,309 10,626,046
Connecticut General Life CIGNA Fidelity Equity Income II Fund
* Insurance Company $45.28/unit 3,383,311 5,284,407
Connecticut General Life CIGNA Fidelity Contrafund Fund
* Insurance Company $85.61/unit 1,828,929 2,738,425
</TABLE>
* Indicates an identified person known to be a party-in-interest to the Plan.
14
<PAGE> 20
SUPPLEMENTAL SCHEDULE
SCHEDULE I
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
LINE 27a FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
MARCH 27, 1999 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c)
(b) Description of investment including
Identity of Issue, borrower, maturity date, rate of interest, (d) (e)
(a) lessor, or similar party collateral, par or maturity value Cost Current value
<S> <C> <C> <C>
Connecticut General Life CIGNA Fidelity Puritan Fund
* Insurance Company $31.90/unit $ 601,107 $ 757,524
Connecticut General Life CIGNA American Century - Twentieth
* Insurance Company Century Ultra Fund
$58.47/unit 2,000,434 3,089,899
Connecticut General Life CIGNA Janus Worldwide Fund
* Insurance Company $57.00/unit 30,676 31,788
National Financial Plantronics, Inc. Common Stock
* Services, Inc. $61.44/share 1,521,641 2,637,343
* Participant Notes Receivable 8.00% - 13.00% 891,939 891,939
</TABLE>
* Indicates an identified person known to be a party-in-interest to the Plan.
15
<PAGE> 21
SUPPLEMENTAL SCHEDULE
SCHEDULE II
PLANTRONICS, INC.
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
LINE 27b FORM 5500 - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
MARCH 27, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(g)
<S> <C> <C> <C> <C> <C> <C>
Detailed description of loan
Amount received during including dates of making and
reporting year maturity, interest rate, the type
(c) (f) and value of collateral, any
(b) Original Unpaid renegotiation of the loan and the
Identity and amount (d) (e) balance at terms of renegotiation, and other
(a) address of obligor of loan Principal Interest end of year material items
(*) Participant A $ 3,000 $ - $ - $ 87 Effective date of loan
January 5, 1994;
interest rate 8.00%;
term 36 months
</TABLE>
Amount overdue
(h) (i)
Principal Interest
$87 $2
The above loan is classified as defaulted because required payments were not
made by the due date; however, the participant will be issued a Form 1099-R for
the 2000 Plan year.
(*) Indicates an identified person known to be a party-in-interest to the Plan.
16
<PAGE> 22
PLANTRONICS, INC. SUPPLEMENTAL SCHEDULE
ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS SCHEDULE III
LINE 27d FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED MARCH 27, 1999
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(h)
(b) (f) Current
Description of asset Expense value
(a) (include interest (c) (d) (e) incurred (g) of asset on (i)
Identity of party rate and maturity Purchase Selling Lease with Cost of transaction Net gain
involved in case of a loan) price price rental transaction asset date or (loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Purchases into
Connecticut General CIGNA Charter
Life Insurance Guaranteed
Company Long-Term Account $1,586,458 N/A N/A N/A $1,586,458 $1,586,458 -
Connecticut General Sales from CIGNA
Life Insurance Charter Guaranteed
Company Long-Term Account N/A $2,412,570 N/A N/A 2,412,570 2,412,570 -
Connecticut General Purchases into
Life Insurance CIGNA Fidelity
Company Magellan Fund 1,121,652 N/A N/A N/A 1,121,652 1,121,652 -
Connecticut General Sales from CIGNA
Life Insurance Fidelity Magellan
Company Fund N/A 864,052 N/A N/A 583,753 864,052 $ 280,299
Connecticut General Purchases into
Life Insurance CIGNA Fidelity
Company Equity Income II Fund 65,663 N/A N/A N/A 665,663 665,663 -
Connecticut General Sales from CIGNA
Life Insurance Fidelity Equity
Company Income II Fund N/A 720,584 N/A N/A 505,785 720,584 214,799
Purchases of
National Financial Plantronics, Inc.
Services, Inc. Common Stock 1,054,901 N/A N/A N/A 1,054,901 1,054,901 -
Sales of
National Financial Plantronics, Inc.
Services, Inc. Common Stock N/A 348,148 N/A N/A 177,418 348,148 170,730
</TABLE>
17
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-19351) of Plantronics, Inc. (Company) of our
report dated September 15, 1999 relating to the financial statements of the
Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan, which appears
in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
- -------------------------------
PricewaterhouseCoopers LLP
Hartford, Connecticut
September 23, 1999
