PLANTRONICS INC /CA/, S-3/A, 2000-06-05

PLANTRONICS INC /CA/
S-3/A, 2000-06-05
TELEPHONE & TELEGRAPH APPARATUS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2000

REGISTRATION NO. 333-37876

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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)

S. KENNETH KANNAPPAN
CHIEF EXECUTIVE OFFICER AND PRESIDENT
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)

COPIES TO:

<TABLE>
<S> <C>
HENRY P. MASSEY, JR., ESQ. PAUL C. PRINGLE, ESQ.
ERIC JOHN FINSETH, ESQ. BROWN & WOOD LLP
GINA M. CHRISTOPHER, ESQ. 555 CALIFORNIA STREET, SUITE 5000
WILSON SONSINI GOODRICH & ROSATI SAN FRANCISCO, CA 94104
PROFESSIONAL CORPORATION (415) 772-1200
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
</TABLE>

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER
TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED JUNE 5, 2000

PROSPECTUS

1,000,000 SHARES

PLANTRONICS LOGO

COMMON STOCK

----------------------

All of the shares of Plantronics common stock are being offered by the
selling stockholder identified in this prospectus. Plantronics will not receive
any of the proceeds from the offering.

Our common stock trades on the New York Stock Exchange under the symbol
"PLT." On June 2, 2000, the last reported sale price of our common stock on the
New York Stock Exchange was $91 5/16 per share.

INVESTING IN THE COMMON STOCK INVOLVES RISKS, INCLUDING THOSE THAT ARE
DESCRIBED IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

----------------------

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Public offering price....................................... $ $
Underwriting discount....................................... $ $
Proceeds to selling stockholder............................. $ $
</TABLE>

The underwriters may also purchase up to an additional 150,000 shares
from the selling stockholder at the public offering price, less the underwriting
discount, within 30 days from the date of this prospectus to cover
over-allotments.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The shares of common stock will be ready for delivery on or about
, 2000.

----------------------

MERRILL LYNCH & CO. SALOMON SMITH BARNEY
CHASE H&Q
MCDONALD INVESTMENTS INC.
HOEFER & ARNETT INCORPORATED
----------------------

The date of this prospectus is , 2000.
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary..................................................... 1
Risk Factors................................................ 4
Use of Proceeds............................................. 12
Price Range of Common Stock................................. 12
Dividend Policy............................................. 12
Capitalization.............................................. 13
Selected Consolidated Financial Data........................ 14
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 16
Business.................................................... 22
Management.................................................. 33
Ownership of Common Stock by Selling Stockholder and
Management................................................ 37
Underwriting................................................ 38
Information Incorporated by Reference....................... 40
How to Get Information About Plantronics.................... 40
Legal Matters............................................... 41
Experts..................................................... 41
Index to Consolidated Financial Statements.................. F-1
</TABLE>

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<PAGE> 4

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. These statements may
generally be identified by the use of such words as "expect," "anticipate,"
"believe," "intend," "plan," "will," or "shall." We have based these
forward-looking statements on our current expectations and projections about
future events. Such forward-looking statements are subject to various risks and
uncertainties that could cause actual results to differ materially from those
projected in such statements. These risks and uncertainties include those set
forth under "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations." The forward-looking statements
contained in this prospectus include statements about the following:

- anticipated trends in our business, including trends in the call
center, office, mobile, computer and residential markets;

- our intention to develop and introduce new products;

- our anticipated growth and growth strategies; and

- anticipated levels of headset adoption.

We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties, and assumptions,
the forward-looking events discussed in this prospectus might not occur.

----------------------

You should rely only on this prospectus. We have not, and the selling
stockholder and the underwriters have not, authorized any other person to
provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the selling
stockholder and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus is accurate as
of the date on the front cover of this prospectus only. Our business, financial
condition, results of operations and prospects may have changed since that date.

----------------------

Plantronics, the logo design, Plantronics and the logo design together,
Clarity, DuoSet, Encore, FreeHand, Mirage, PLX, SoundGuard, StarSet, Supra and
TriStar are registered United States trademarks of Plantronics, Inc. Headset
Switcher, Practica, Quick Disconnect, SoundGuard Plus, the clear color and the
curvature of the Plantronics voice tube, and Vista are trademarks of
Plantronics, Inc. Certain of the foregoing trademarks are registered trademarks
in certain foreign countries. This prospectus also includes trademarks of
companies other than Plantronics.

ii
<PAGE> 5

SUMMARY

This summary may not contain all the information that may be important to
you. You should read the entire prospectus, including the financial data and
related notes, before making an investment decision. The terms "Plantronics,"
"our company," "our," "we" and "us" as used in this prospectus refer to
Plantronics, Inc. and its subsidiaries and predecessors as a combined entity,
except where it is made clear that such term means only the parent company. Our
fiscal year end is the Saturday closest to March 31. For purposes of
presentation, we have shown our accounting year ending on March 31 and our
quarterly periods ending on the respective month end.

PLANTRONICS, INC.

Plantronics introduced the first lightweight communications headset in
1962. Since that time we have established ourselves as a world-leading designer,
manufacturer and marketer of lightweight communications headset products. We
manufacture a broad line of headsets designed for use with substantially all of
the different telephone systems currently in use. Our products are designed to
increase the productivity, effectiveness and comfort of telephone use. We
believe our customers and end-users recognize our headsets for their sound
quality, comfort, reliability and industry-leading safety. Historically, we have
sold products primarily for use in the call center market, but in recent years
we have been increasingly leveraging our expertise to become a leading headset
supplier to the office, mobile and residential markets. Our products are
available through a global network of distributors, original equipment
manufacturers, retailers and telephony service providers.

The largest group of headset users is call center agents who are on the
phone throughout their work day. As the benefits of call centers become more
widely recognized and the system cost per agent declines, the establishment of
call centers is spreading to smaller organizations and international firms. The
office market, both corporate and small office/home office, has become
increasingly important for headset sales over the last five years. The
increasing and simultaneous use of telephones and computers by office workers
and a growing awareness of the benefits of headsets have contributed to the
growth of this market. Additional headset demand is emerging in the mobile,
computer and residential markets.

Headsets enhance the communications experience through:

- Hands-free benefits, allowing people to have both hands free
to use a computer, take notes, and organize files;

- Improved mobility, allowing people to drive more safely while
talking on a cellular phone or handling other tasks while
using a cordless phone;

- Better sound quality for telephone users by reducing
background noise;

- Ergonomic relief from the repetitive stress and discomfort
associated with placing a telephone handset between the
shoulder and neck;

- Enabling emerging PC applications, including speech
recognition, Internet telephony and computer games with
premium audio quality; and

- Providing greater privacy than speakerphones.

We intend to extend our position as a leading worldwide supplier of
lightweight communications headsets and to promote increased headset use
globally. Our strategy to achieve these goals includes:

- Extending Our Product Leadership. We intend to focus on
maintaining the highest standards of excellence in comfort,
ease of use, sound quality, durability, style and service.

- Driving Headset Adoption. We will work to increase awareness
of our headsets and educate potential users on the benefits of
headsets.

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<PAGE> 6

- Strengthening Our Distribution Channels. We intend to leverage
the relationships we have developed with our existing
distribution channel partners, to increase the rate of headset
adoption and sales.

Our product line consists of lightweight communications headsets, headset
accessories and services and specialty telephone products. Headsets consist of
two distinct units: the "top" and the "base." The top is the portion that the
user wears and that includes the speaker and microphone; and the base, or
amplifier adapter, interfaces with the telephone or other communications
equipment. We manufacture a broad line of headset top styles which can be worn
over the head, in the ear or on the ear. Our headsets offer either a voice tube
(our most popular style, suitable for the majority of environments) or a
noise-canceling microphone (for users working in very loud environments).

Our headsets incorporate unique features that we believe offer compelling
performance advantages relative to competing products, including:

- Greater comfort through the use of an extensive database of
human factors for the ergonomic design of headsets;

- Better sound quality with what we believe are the industry's
best signal-to-noise ratios, the most powerful noise canceling
performance and the industry's only voice tube design; and

- Increased durability and longer product life.

We sell our products to over 500 distributors, original equipment
manufacturers, retailers and telephony service providers in more than 70
countries.

HOW TO REACH US

Our principal executive offices are located at 345 Encinal Street, Santa
Cruz, California 95060. Our telephone number at that address is (831) 426-5858.
Plantronics is incorporated in Delaware.

THE OFFERING

Common Stock Offered:

Citicorp Venture
Capital, Ltd..................... 1,000,000 shares, excluding any
over-allotment shares.

Shares Outstanding After the
Offering......................... 16,265,757 shares(1).

Use of Proceeds.................. Plantronics will not receive any proceeds
from this offering.

Risk Factors..................... See "Risk Factors" for a discussion of
factors you should carefully consider
before deciding to invest in our common
stock.

NYSE Symbol...................... "PLT".

---------------

(1) Shares outstanding after this offering is based on the number of shares
outstanding as of May 19, 2000, excludes 2,651,480 shares of common stock
reserved for issuance at May 19, 2000 under our stock incentive plans, and
reflects the purchase by Plantronics of 100,000 of the 1,000,000 shares
offered hereby.

2
<PAGE> 7

SUMMARY CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
--------------------------------------
1998 1999 2000
---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Net sales.................................................. $236,112 $286,261 $315,012
Gross profit............................................... 127,598 160,563 185,499
Operating income........................................... 62,373 83,514 93,305
Net income................................................. 39,189 54,204 64,517
Diluted earnings per common share.......................... $ 2.15 $ 2.96 $ 3.65
Shares used in diluted per share calculations.............. 18,223 18,282 17,673
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 2000
--------------------------
PRO FORMA
ACTUAL AS ADJUSTED(1)
-------- --------------
(IN THOUSANDS)
<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and marketable securities............ $ 45,309 $ 36,178
Working capital............................................. 78,306 69,175
Total assets................................................ 170,030 160,899
Long-term debt.............................................. -- --
Total stockholders' equity.................................. 105,376 96,245
</TABLE>

------------

(1) Plantronics will purchase from the underwriters, at the public offering
price per share, 100,000 of the 1,000,000 shares offered hereby. The "pro
forma as adjusted" balance sheet data reflects such purchase. Solely for
purposes of calculating the "pro forma as adjusted" balance sheet data, such
purchase has been assumed to occur at a price per share of $91 5/16, the
closing price for Plantronics' Common Stock on the New York Stock Exchange
on June 2, 2000.

3
<PAGE> 8

RISK FACTORS

Investing in our common stock will provide you with an equity ownership
interest in Plantronics. As a Plantronics shareholder, you may be subject to
risks inherent in our business. The performance of your shares will reflect the
performance of our business relative to, among other things, our competition,
general economic and market conditions and industry conditions. The value of
your investment may increase or decline and could result in a loss. You should
carefully consider the following factors as well as other information contained
in this prospectus before deciding to invest in our common stock.

A SUBSTANTIAL PORTION OF OUR SALES COME FROM THE CALL CENTER MARKET AND A
DECREASE OF DEMAND IN THAT MARKET COULD MATERIALLY AFFECT OUR RESULTS.

We have historically derived, and continue to derive, a substantial
portion of our net sales from the call center market. This market has grown
significantly in recent years as new call centers have proliferated and existing
call centers have expanded. While we believe this market is continuing to grow,
in the future this growth could slow or revenues from this market could decline
due to various factors. For example, technological advances such as automated
interactive voice response systems could reduce or eliminate the need for call
center agents in certain applications. In addition, consumer resistance to
telemarketing could adversely affect growth in the call center market. Due to
our reliance on the call center market, we will be affected more by changes in
the rate of call center establishment and expansion and the communications
products that call center agents use than would a company serving a broader
market. Any decrease in the demand for call centers and related headset products
could cause a decrease in the demand for our products, which would materially
adversely affect our business, financial condition and results of operations.

WE ARE COUNTING ON THE OFFICE, MOBILE, COMPUTER AND RESIDENTIAL MARKETS TO
DEVELOP AND WE COULD BE ADVERSELY AFFECTED IF THEY DO NOT DEVELOP AS WE EXPECT.

While the call center market is still a substantial portion of our
business, we believe that our future prospects will depend in large part on the
growth in demand for headsets in the office, mobile, computer and residential
markets. These communications headset markets are relatively new and
undeveloped. Moreover, we do not have extensive experience in selling headset
products to customers in these markets. If the demand for headsets in these
markets fails to develop, or develops more slowly than we currently anticipate,
or if we are unable to effectively market our products to customers in these
markets, it would have a material adverse effect on the potential demand for our
products and on our business, financial condition and results of operations.

OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY DUE TO A NUMBER OF
CAUSES OUTSIDE OUR CONTROL.

Our quarterly results of operations may vary significantly in the future
for a variety of reasons, including the following:

- changes in demand for our products;

- timing and size of orders from customers;

- cancellations or delays of deliveries of components and subassemblies
by our suppliers;

- variances in the timing and amount of engineering and operating
expenses;

- distribution channel volume variations;

- delays in shipments of our products;

- product returns and customer credits;

- new product introductions by us or our competitors;

- entrance of new competitors;

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<PAGE> 9

- increases in the costs of our components and subassemblies;

- price erosion;

- changes in the mix of products sold by us;

- seasonal fluctuations in demand; and

- general economic conditions.

Each of the above factors is difficult to forecast and thus could have a
material adverse effect on our business, financial condition and results of
operations.

We generally ship most orders during the quarter in which they are
received, and, consequently, we do not have a significant backlog of orders. As
a result, quarterly net sales and operating results depend primarily on the
volume and timing of orders received during the quarter. It is difficult to
forecast orders for a given quarter. Since a large portion of our operating
expenses, including rent, salaries and certain manufacturing expenses, are fixed
and difficult to reduce or modify, if net sales do not meet our expectations,
our business, financial condition and results of operations could be materially
adversely affected.

Our operating results can also vary substantially in any period depending
on the mix of products sold and the distribution channels through which they are
sold. In the event that sales of lower margin products or sales through lower
margin distribution channels in any period represent a disproportionate share of
total sales during such period, our operating results would be materially
adversely affected.

We believe that period-to-period comparisons of our operating results are
not necessarily meaningful and should not be relied upon as indicative of future
operating results. In addition, our operating results in a future quarter or
quarters may fall below the expectations of securities analysts or investors,
and, as a result, the price of our common stock might fall.

IF WE DO NOT MATCH PRODUCTION TO DEMAND WE WILL BE AT RISK OF LOSING BUSINESS OR
OUR GROSS MARGINS COULD BE ADVERSELY AFFECTED.

Historically, we have seen steady increases in customer demand for our
products and have generally been able to increase production to meet that
demand. However, the demand for our products is dependent on many factors and
such demand is inherently difficult to forecast. Significant unanticipated
fluctuations in demand could cause the following operating problems, among
others:

- If demand increases beyond that forecasted, we would have to rapidly
increase production. We depend on suppliers to provide additional
volumes of components and subassemblies, and, therefore, might not be
able to increase production rapidly enough to meet unexpected demand.
This could cause us to fail to meet customer expectations. There could
be short-term losses of sales while we are trying to increase
production. If customers turn to competitive sources of supply to meet
their needs, there could be a long-term impact on our revenues.

- Rapid increases in production levels to meet unanticipated demand could
result in higher costs for components and subassemblies, increased
expenditures for freight to expedite delivery of required materials,
and higher overtime costs and other expenses. These higher expenditures
could lower our profit margins. Further, if production is increased
rapidly, there may be decreased manufacturing yields, which may also
lower our margins.

- If forecasted demand does not develop, we could have excess production
or excess capacity. Excess production could result in higher
inventories of finished products, components and subassemblies. If we
were unable to sell these inventories, we would have to write off some
or all of our inventories of obsolete products and unusable components
and subassemblies. Excess manufacturing capacity could lead to higher
production costs and lower margins.

5
<PAGE> 10

Any of the foregoing problems could materially adversely affect our
business, financial condition and results of operations.

WE DEPEND ON OUR SUPPLIERS AND FAILURE OF OUR SUPPLIERS TO PROVIDE QUALITY
COMPONENTS OR SERVICES IN A TIMELY MANNER COULD ADVERSELY AFFECT OUR RESULTS.

We buy components and subassemblies from a variety of suppliers and
assemble them into finished products. The cost, quality, and availability of
such components are essential to the successful production and sale of our
products. Obtaining components and subassemblies entails various risks,
including the following:

- Prices of components and subassemblies may rise. If this occurs and we
are not able to pass these increases on to our customers or to achieve
operating efficiencies that would offset the increases, it would have a
material adverse effect on our business, financial condition and
results of operations.

- We obtain certain subassemblies and components from single suppliers,
and alternate sources for these items are not readily available. To
date, we have experienced only minor interruptions in the supply of
these components and subassemblies, none of which has significantly
affected our results of operations. However, an interruption in supply
from any of our single source suppliers in the future would materially
adversely affect our business, financial condition and results of
operations.

- Most of our suppliers are not obligated to continue to provide us with
components and subassemblies. Rather, we buy most components and
subassemblies on a purchase order basis. If our suppliers experience
increased demand or shortages, it could affect deliveries to us. In
turn, this would affect our ability to manufacture and sell products
that are dependent on those components and subassemblies. This would
materially adversely affect our business, financial condition and
results of operations.

WE SELL OUR PRODUCTS THROUGH VARIOUS CHANNELS OF DISTRIBUTION AND A FAILURE OF
THOSE CHANNELS TO OPERATE AS WE EXPECT COULD DECREASE OUR REVENUES.

We sell substantially all of our products through distributors, OEMs,
retailers and telephony service providers. Our existing relationships with these
parties are nonexclusive and can be terminated by either party without cause.
Our channel partners also sell or can potentially sell products offered by our
competitors. To the extent that our competitors offer our channel partners more
favorable terms, such partners may decline to carry, de-emphasize or discontinue
carrying our products. In the future, we may not be able to retain or attract a
sufficient number of qualified channel partners. Further, such partners may not
recommend, or continue to recommend, our products. The inability to establish or
maintain successful relationships with distributors, OEMs, retailers and
telephony service providers or to expand our distribution channels could
materially adversely affect our business, financial condition or results of
operations.

Our distribution channels generally hold inventories of our products,
determined in their own business judgment to be sufficient to meet their
customer's delivery requirements. Such inventory levels are subject to market
conditions, business judgment by the reseller and our ability to meet their
time-to-ship needs. Rapid reductions by our distributors, OEMs, retailers and
other customers in the levels of inventories held in our products could
materially adversely affect our business, financial condition or results of
operations.

WE HAVE STRONG COMPETITORS AND WILL LIKELY FACE ADDITIONAL COMPETITION IN THE
FUTURE.

The markets for our products are highly competitive. We compete with a
variety of companies in the various markets for communications headsets. Our
single largest competitor is GN Netcom, a subsidiary of GN Great Nordic Ltd., a
Danish telecommunications conglomerate with revenues of

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<PAGE> 11

5.4 billion Danish Krone (approximately $700 million) in calendar 1999. On May
21, 2000, GN Netcom announced that it had signed an agreement to acquire Jabra
Corporation, a supplier of headsets in the mobile phone market. It is not clear
how this merger will affect us but the merged entity will have a broader product
offering and greater marketing presence than either of the two entities had
separately.

We anticipate that we will face additional competition from companies
that currently do not offer communications headsets. This is particularly true
in the office, mobile, computer and residential markets. As these markets
mature, we will face increased competition from consumer electronics companies
and other companies that currently manufacture and sell mobile phones or
computer peripheral equipment. These new competitors are likely to be larger,
offer broader product lines, bundle or integrate with other products
communications headset tops and bases manufactured by them or others, offer
products containing bases that are incompatible with our headset tops and have
substantially greater financial, marketing and other resources than we do.

We believe that important competitive factors for us are product
reliability, product features, customer service and support, reputation,
distribution, ability to meet delivery schedules, warranty terms, product life
and price. If we do not compete successfully with respect to any of these or
other factors it could materially adversely affect our business, financial
condition and results of operations. If we do not successfully develop and
market products that compete successfully with those of our competitors it would
materially adversely affect our business, financial condition and results of
operations.

NEW PRODUCT DEVELOPMENT IS RISKY AND WE WILL BE ADVERSELY AFFECTED IF WE DO NOT
RESPOND TO CHANGING CUSTOMER REQUIREMENTS AND NEW TECHNOLOGIES.

Our product development efforts historically have been directed toward
enhancement of existing products and development of new products that capitalize
on our core capabilities. The success of new product introductions is dependent
on a number of factors, including the proper selection of new product features,
timely completion and introduction of new product designs, cost-effective
manufacture of such products, quality of new products and market acceptance. To
be successful in the future, we must develop new products, qualify these new
products, successfully introduce these products to the market on a timely basis,
and commence and sustain low-cost, volume production to meet customers' demands.
Although we attempt to determine the specific needs of headset users in our
target markets, because almost all of our sales are indirect, we may not always
be able to timely and accurately predict end-user requirements. As a result, our
products may not be timely developed, designed to address current or future
end-user requirements, offered at competitive prices or accepted, which could
materially adversely affect our business, financial condition and results of
operations. Moreover, we generally incur substantial research and development
costs before the technical feasibility and commercial viability of a new product
can be ascertained. Accordingly, revenues from new products may not be
sufficient to recover the associated development costs.

Historically, the technology used in lightweight communications headsets
has evolved slowly. New products have primarily offered stylistic changes and
quality improvements, rather than significant new technologies. We anticipate
that the technology used in hands-free communications devices, including our
products, will begin to evolve more rapidly in the future. We believe that this
is particularly true of the office, mobile and residential markets, which may
require us to develop new headset technologies to support cordless and wireless
operation and to interface with new communications and computing devices. As a
result, our success depends upon our ability to enhance existing products, to
respond to changing market requirements, and to develop and introduce in a
timely manner new products that keep pace with technological developments. If we
are unable to develop and introduce enhanced products or new products in a
timely manner in response to changing market conditions or customer
requirements, it will materially and adversely affect our business, financial
condition and results of operations.

Due to the historically slow evolvement of our products, we have
generally been able to phase out obsolete products without significant impact to
our operating margins. However, as we develop new generations of products more
quickly, we expect that the pace of product obsolescence will increase

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<PAGE> 12

concurrently. The disposition of inventories of obsolete products may result in
reductions to our operating margins and affect our earnings and results of
operations.

CHANGES IN REGULATORY REQUIREMENTS MAY ADVERSELY IMPACT OUR GROSS MARGINS AS WE
COMPLY WITH SUCH CHANGES OR REDUCE OUR ABILITY TO GENERATE REVENUES IF WE ARE
UNABLE TO COMPLY.

Our products must meet the requirements set by regulatory authorities in
the numerous jurisdictions in which we sell them. As regulations and local laws
change, we must modify our products to address those changes. Regulatory
restrictions may increase the costs to design and manufacture our products,
resulting in a decrease in demand for our products if the costs are passed along
or a decrease in our margins. Compliance with regulatory restrictions may impact
the technical quality and capabilities of our products, reducing their
marketability. We are currently facing a substantial change in the regulations
applicable to our products in the European Union and there is no certainty that
we can meet those regulatory requirements in a timely and cost-effective manner.
Failure to conform our products to these new European regulatory requirements
would result in our inability to sell such products in Europe, resulting in a
material adverse impact to our financial condition and results of operations.

WE HAVE SIGNIFICANT FOREIGN OPERATIONS AND THERE ARE INHERENT RISKS IN OPERATING
ABROAD.

Approximately 33.5% of our net sales in fiscal 2000 were derived from
customers outside the United States, compared with approximately 30.5% of our
net sales in fiscal 1999. In addition, we conduct substantially all of our
headset assembly operations in our manufacturing facility located in Mexico, and
we obtain most of the components and subassemblies used in our products from
various foreign suppliers. The inherent risks of international operations,
particularly in Mexico, could materially adversely affect our business,
financial condition and results of operations. The types of risks faced in
connection with international operations and sales include:

- cultural differences in the conduct of business;

- greater difficulty in accounts receivable collection;

- unexpected changes in regulatory requirements;

- tariffs and other trade barriers;

- economic and political conditions in each country;

- management and operation of an enterprise spread over various
countries; and

- burden of complying with a wide variety of foreign laws.

In calendar 2000, the value of major European currencies has dropped
against the U.S. dollar. To date, we have not reflected that change in currency
value in our selling prices. In order to maintain a competitive price for our
products in Europe, we expect that we will have to effectively reduce our
current prices, resulting in a lower margin on products sold in Europe.
Continued change in the values of European currencies or changes in the values
of other foreign currencies could have a material adverse effect on our
business, financial condition and results of operations.

OUR FOREIGN OPERATIONS PUT US AT RISK OF LOSS IF THERE ARE MATERIAL CHANGES IN
CURRENCY VALUES AS COMPARED TO THE U.S. DOLLAR.

A significant portion of our business is conducted in currencies other
than the U.S. dollar. As a result, fluctuations in exchange rates create risk to
us in both the sale of our products and our purchase of supplies. Fluctuations
in the value of the currencies in which we conduct our business relative to the
U.S. dollar have caused and will continue to cause currency transaction gains
and losses. Although we do not currently engage in any hedging activities to
mitigate exchange rate risks, we continually evaluate programs to reduce our
foreign currency exposure. However, there can be no assurance that we will not
continue to experience currency losses in the future, nor can we predict the
effects of future exchange rate fluctuations

8
<PAGE> 13

on future operating results. To the extent that sales to our foreign customers
increase or transactions in foreign currencies increase, our business, financial
condition and results of operations could be materially adversely affected by
exchange rate fluctuations. In addition, we cannot predict the potential
consequences to our business of the adoption of the Euro as a common currency in
Europe.

WE MAY BE EXPERIENCING A NON-SUSTAINABLE INCREASE IN SALES AS A RESULT OF
PENT-UP DEMAND FROM Y2K CONCERNS.

Our results for the first part of calendar year 2000 may not be
indicative of longer-term market conditions. We currently may be enjoying a
non-sustainable rebound from purchases by call center and office customers who
delayed investment in new call centers or information technologies due to
concerns over the effects of Y2K.

IF THERE ARE PROBLEMS THAT AFFECT OUR PRINCIPAL MANUFACTURING FACILITY IN
MEXICO, WE COULD FACE LOSSES IN REVENUES OR MATERIAL INCREASES IN COSTS OF OUR
OPERATIONS.

Substantially all of our manufacturing operations are currently performed
in a single facility in Tijuana, Mexico. A fire, flood or earthquake, political
unrest or other disaster or condition affecting our facility could have a
material adverse effect on our business, financial condition and results of
operations. While we have developed a disaster recovery plan and believe we are
adequately insured with respect to this facility, we may not be able to
implement the plan effectively or on a timely basis or recover under applicable
insurance policies.

WE HAVE INTELLECTUAL PROPERTY RIGHTS THAT COULD BE INFRINGED BY OTHERS AND WE
ARE POTENTIALLY AT RISK OF INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF
OTHERS.

Our success will depend in part on our ability to protect our proprietary
technology. We rely primarily on a combination of nondisclosure agreements and
other contractual provisions as well as patent, trademark, trade secret, and
copyright laws to protect our proprietary rights. We currently hold 35 United
States patents and additional foreign patents and intend to continue to seek
patents on our inventions when we believe it to be appropriate. The process of
seeking patent protection can be lengthy and expensive. Patents may not be
issued in response to our applications, and patents that are issued may be
invalidated, circumvented or challenged by others. If we are required to enforce
our patents or other proprietary rights through litigation, the costs and
diversion of management's attention could be substantial. In addition, the
rights granted under any patents may not provide us competitive advantages or be
adequate to safeguard and maintain our proprietary rights. Moreover, the laws of
certain countries do not protect our proprietary rights to the same extent as do
the laws of the United States. If we do not enforce and protect our intellectual
property rights, it could materially adversely affect our business, financial
condition and results of operations.

From time to time, third parties, including our competitors, may assert
patent, copyright and other intellectual property rights against us. Such
claims, if they are asserted, could result in costly litigation and diversion of
management's attention. In addition, we may not ultimately prevail in any such
litigation or be able to license any valid and infringed patents from such third
parties on commercially reasonable terms, if at all. Any infringement claim or
other litigation against us could materially adversely affect our business,
financial condition and results of operations.

WE ARE EXPOSED TO POTENTIAL LAWSUITS ALLEGING DEFECTS IN OUR PRODUCTS.

The use of our products exposes us to the risk of product liability
claims. Product liability claims have in the past been, and are currently being,
asserted against us. None of the previously resolved claims have materially
affected our business, financial condition or results of operations, nor do we
believe that any of the pending claims will have such an effect. Although we
maintain product liability insurance, the coverage provided under our policies
could be unavailable or insufficient to cover the full amount of any

9
<PAGE> 14

such claim. Therefore, successful product liability claims brought against us
could have a material adverse effect upon our business, financial condition and
results of operations.

Our mobile headsets are used with mobile telephones. There has been
continuing public controversy over whether the radio frequency emissions from
mobile telephones are harmful to users of mobile phones. We believe that there
is no conclusive proof of any health hazard from the use of mobile telephones
but that research in this area is incomplete. If research was to establish a
health hazard from the use of mobile telephones or public controversy grows even
in the absence of conclusive research findings, there could be an adverse impact
on the demand for our mobile headsets.

WHILE WE BELIEVE WE COMPLY WITH ENVIRONMENTAL LAWS AND REGULATIONS, WE ARE STILL
EXPOSED TO POTENTIAL RISKS FROM ENVIRONMENTAL MATTERS.

We are subject to various federal, state, local and foreign environmental
laws and regulations, including those governing the use, discharge and disposal
of hazardous substances in the ordinary course of our manufacturing process.
Although we believe that our current manufacturing operations comply in all
material respects with applicable environmental laws and regulations,
environmental legislation has been enacted and may in the future be enacted or
interpreted to create environmental liability with respect to our facilities or
operations. We have included in our financial statements a reserve of $1.5
million for possible environmental remediation of the site of one of our
previous businesses. While no claims have been asserted against us in connection
with this matter, such claims could be asserted in the future and any liability
that might result could exceed the amount of the reserve.

OUR BUSINESS COULD BE ADVERSELY AFFECTED IF WE LOSE THE BENEFIT OF THE SERVICES
OF KEN KANNAPPAN OR OTHER KEY PERSONNEL.

Our success depends to a significant extent upon the services of a
limited number of executive officers and other key employees. The unanticipated
loss of the services of our president and chief executive officer, Mr.
Kannappan, or one or more of our other executive officers or key employees could
have a material adverse effect upon our business, financial condition and
results of operations.

We also believe that our future success will depend in large part upon
our ability to attract and retain additional highly skilled technical,
management, sales and marketing personnel. Competition for such personnel is
intense. We may not be successful in attracting and retaining such personnel,
and our failure to do so could have a material adverse effect on our business,
operating results or financial condition.

OUR STOCK PRICE MAY BE VOLATILE AND YOUR INVESTMENT IN PLANTRONICS STOCK COULD
BE LOST.

The market price for our common stock may be affected by a number of
factors, including the announcement of new products or product enhancements by
us or our competitors, the loss of services of one or more of our executive
officers or other key employees, quarterly variations in our or our competitors'
results of operations, changes in earnings estimates or recommendations by
securities analysts, developments in our industry, sales of substantial numbers
of shares of our common stock in the public market, general market conditions
and other factors, including factors unrelated to our operating performance or
the operating performance of our competitors. In addition, stock prices for many
companies in the technology sector have experienced wide fluctuations that have
often been unrelated to the operating performances of such companies. Such
factors and fluctuations, as well as general economic, political and market
conditions, such as recessions, may materially adversely affect the market price
of our common stock.

ANTI-TAKEOVER PROVISIONS IN OUR CURRENT BY-LAWS OR WHICH COULD BE PUT INTO PLACE
BY OUR BOARD OF DIRECTORS COULD AFFECT MARKET PRICES OF OUR STOCK.

Our board of directors has the authority to issue preferred stock and to
determine the price, rights, preferences, privileges and restrictions, including
voting and conversion rights, of those shares without any
10
<PAGE> 15

further vote or action by the stockholders. The issuance of our preferred stock
could have the effect of making it more difficult for a third party to acquire
us. In addition, we are subject to the anti-takeover provisions of Section 203
of the Delaware General Corporation Law, which could also have the effect of
delaying or preventing our acquisition by a third party. Further, certain
provisions of our Certificate of Incorporation and bylaws could delay or make
more difficult a merger, tender offer or proxy contest, which could adversely
affect the market price of our common stock.

THE SELLING STOCKHOLDER, CITICORP VENTURE CAPITAL, WILL STILL RETAIN SIGNIFICANT
CONTROL OVER OUR BUSINESS.

Our largest stockholder, Citicorp Venture Capital, Ltd. ("CVC"),
beneficially owns 4,509,168 shares of our common stock (excluding any shares
that may be owned by employees of CVC or its affiliates), which represents
approximately 27.6% of our outstanding common stock as of May 1, 2000. After
completion of this offering, CVC will beneficially own 3,509,168 shares
(3,359,168 shares if the entire over-allotment option is exercised by the
underwriters). We also have an agreement with CVC under which it is entitled to
have up to three of its designees serve on our Board of Directors, depending on
the level of CVC's continuing stock ownership. Messrs. Robert F. B. Logan, M.
Saleem Muqaddam and John Mowbray O'Mara are currently serving as CVC's designees
under that agreement. After completion of the proposed offering, CVC will have
the right to have up to two of its designees supported by Management.
Accordingly, CVC has the ability to exert substantial influence on the full
Board of Directors, which currently consists of seven members. In addition, our
bylaws contain provisions that require a two-thirds (66 2/3%) supermajority vote
of the Board of Directors to approve certain transactions, including amendments
of our Certificate of Incorporation, certain provisions of our bylaws, mergers
and sales of substantial assets, acquisitions of other companies and sales of
capital stock. These provisions may have the effect of giving a small number of
directors the ability to block such transactions.

WE HAVE SEVERAL SIGNIFICANT STOCKHOLDERS AND, GIVEN THE LOW TRADING VOLUME OF
OUR STOCK, IF THEY SELL THEIR SHARES IN A SHORT PERIOD OF TIME, WE COULD SEE AN
ADVERSE AFFECT ON THE MARKET PRICES OF OUR STOCK.

As of May 19, 2000, we had 16,365,757 shares of common stock outstanding.
All of these shares are freely tradable except for approximately 4,900,000
shares held by affiliates of Plantronics (including CVC and the directors and
officers of Plantronics). These approximately 4,900,000 shares may only be sold
in reliance on Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act"), or pursuant to an effective registration statement filed with
the Securities and Exchange Commission. Some of our current stockholders,
including CVC, Citigroup Foundation and certain of our officers, directors and
key employees, also have certain contractual rights to require Plantronics to
register their shares for public sale. Approximately 2,600,000 additional shares
are subject to outstanding stock options as of May 19, 2000. Ms. Louise Cecil,
the widow of our former CEO and Chairman, Robert S. Cecil, holds options on
222,196 shares of our common stock, transferred to her by Mr. Cecil during his
life. She has registered those shares for resale and can sell any or all of
those shares at any time.

Plantronics stock is not heavily traded. Our average daily trading volume
in fiscal year 2000 was 71,630 shares per day with a median volume in that
period of 51,000 shares per day. Sales of a substantial number of shares of
common stock in the public market by CVC or any of our officers, directors or
other stockholders could adversely affect the prevailing market price of the
common stock and impair our ability to raise capital through the sale of equity
securities.

11
<PAGE> 16

USE OF PROCEEDS

We will not receive any proceeds from the sale of common stock in this
offering.

PRICE RANGE OF COMMON STOCK

Our common stock has been trading publicly on the New York Stock Exchange
under the symbol "PLT" since January 20, 1994. The table below sets forth the
range of quarterly high and low closing sales prices for our common stock on the
New York Stock Exchange during the calendar quarters indicated.

<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
1997
First Quarter............................................. 24 7/8 21 1/2
Second Quarter............................................ 25 3/16 20 3/8
Third Quarter............................................. 39 25 3/32
Fourth Quarter............................................ 40 7/8 35 3/8
1998
First Quarter............................................. 42 3/4 39 1/4
Second Quarter............................................ 51 1/2 39 13/16
Third Quarter............................................. 64 9/16 45 3/4
Fourth Quarter............................................ 86 48 5/16
1999
First Quarter............................................. 86 3/4 60 1/2
Second Quarter............................................ 73 61 1/8
Third Quarter............................................. 73 1/4 44 1/2
Fourth Quarter............................................ 71 9/16 49 3/8
2000
First Quarter............................................. 93 3/16 67 5/8
Second Quarter (through June 2, 2000)..................... 94 3/8 82 11/16
</TABLE>

On June 2, 2000, the closing sale price of our common stock as reported
by the New York Stock Exchange was $91 5/16 per share. As of June 2, 2000, there
were approximately 90 stockholders of record of our common stock.

DIVIDEND POLICY

Plantronics has not paid any dividends in recent years. We currently
intend to retain any earnings for use in our business and do not anticipate
paying any cash dividends in the foreseeable future. In addition, our bank line
of credit restricts us from paying cash dividends on shares of our capital stock
in an amount greater than 50% of our cumulative net income (net of cumulative
losses) for the period commencing December 26, 1996 through the date of
declaration.

12
<PAGE> 17

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2000.
This information should be read in conjunction with our consolidated financial
statements and the notes thereto appearing elsewhere in this prospectus.

<TABLE>
<CAPTION>
MARCH 31, 2000
---------------------------
PRO FORMA
ACTUAL AS ADJUSTED(1)
--------- --------------
(IN THOUSANDS, EXCEPT SHARE
DATA)
<S> <C> <C>
Long-term debt.............................................. $ -- $ --
Stockholders' equity:
Common stock, $0.01 par value per share, 100,000,000
shares authorized, 16,298,621 issued and outstanding,
16,198,621 issued and outstanding pro forma as
adjusted............................................... 192 192
Additional paid-in capital................................ 114,739 114,739
Accumulated other comprehensive income.................... (891) (891)
Retained earnings......................................... 134,076 134,076
--------- ---------
248,116 248,116

Less: Treasury stock, 2,895,365 shares, 2,995,365 shares
pro forma as adjusted, at cost......................... (142,740) (151,871)
--------- ---------
Total stockholders' equity.................................. 105,376 96,245
--------- ---------
Total capitalization........................................ $ 105,376 $ 96,245
========= =========
</TABLE>

------------

(1) Reflects the purchase by Plantronics from the underwriters of 100,000 of the
1,000,000 shares offered hereby.

13
<PAGE> 18

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents our selected consolidated financial data
for, and as of the end of, each of the periods indicated. The selected
consolidated financial data for, and as of the end of, the fiscal years ended
March 31, 1996, 1997, 1998, 1999 and 2000 have been derived from our audited
consolidated financial statements. The selected consolidated financial data are
not necessarily indicative of the results that may be expected for any future
period. The selected consolidated financial data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and notes included
elsewhere in this prospectus.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
------------------------------------------------------
1996(1) 1997(1) 1998 1999 2000
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS
DATA:
Net sales............................... $182,959 $195,307 $236,112 $286,261 $315,012
Cost of sales........................... 86,887 96,567 108,514 125,698 129,513
-------- -------- -------- -------- --------
Gross profit.......................... 96,072 104,740 127,598 160,563 185,499
-------- -------- -------- -------- --------
Operating expenses:
Research, development and
engineering........................ 13,718 14,503 17,543 19,521 21,868
Selling, general and administrative... 34,845 39,898 47,682 57,528 70,326
-------- -------- -------- -------- --------
Total operating expenses........... 48,563 54,401 65,225 77,049 92,194
-------- -------- -------- -------- --------
Operating income........................ 47,509 50,339 62,373 83,514 93,305
Interest expense, including amortization
of debt issuance costs................ 7,140 7,104 6,984 5,785 86
Interest income and other income, net... (1,385) (1,722) (2,243) (3,525) (1,659)
-------- -------- -------- -------- --------
Income before income taxes.............. 41,754 44,957 57,632 81,254 94,878
Income tax expense...................... 16,284 15,286 18,443 26,001 30,361
-------- -------- -------- -------- --------
Income before extraordinary item........ 25,470 29,671 39,189 55,253 64,517
Extraordinary item -- retirement of
debt, net of taxes.................... -- -- -- 1,049 --
-------- -------- -------- -------- --------
Net income.............................. $ 25,470 $ 29,671 $ 39,189 $ 54,204 $ 64,517
======== ======== ======== ======== ========
Net income per share: basic
Income before extraordinary item...... $ 1.53 $ 1.75 $ 2.38 $ 3.33 $ 3.91
Extraordinary item.................... -- -- -- 0.06 --
-------- -------- -------- -------- --------
Basic earnings per common share.... $ 1.53 $ 1.75 $ 2.38 $ 3.27 $ 3.91
======== ======== ======== ======== ========
Shares used in basic per share
calculations.......................... 16,593 17,003 16,481 16,574 16,505
======== ======== ======== ======== ========
Net income per share: diluted
Income before extraordinary item...... $ 1.42 $ 1.67 $ 2.15 $ 3.02 $ 3.65
Extraordinary item.................... -- -- -- 0.06 --
-------- -------- -------- -------- --------
Diluted earnings per common
share............................ $ 1.42 $ 1.67 $ 2.15 $ 2.96 $ 3.65
======== ======== ======== ======== ========
Shares used in diluted per share
calculations.......................... 17,964 17,792 18,223 18,282 17,673
======== ======== ======== ======== ========
</TABLE>

------------

(1) Shares and per share data adjusted for stock split.

14
<PAGE> 19

<TABLE>
<CAPTION>
MARCH 31,
----------------------------------------------------
1996 1997 1998 1999 2000
-------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and marketable
securities................................ $ 26,787 $ 42,262 $ 64,901 $ 42,999 $ 45,309
Working capital............................. 48,554 63,341 98,759 76,296 78,306
Total assets................................ 108,661 127,241 165,475 142,868 170,030
Long term debt.............................. 65,050 65,050 65,050 -- --
Total stockholders' equity.................. 1,415 20,882 53,436 89,405 105,376
</TABLE>

15
<PAGE> 20

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

RESULTS OF OPERATIONS

The following table sets forth items, for the periods indicated, from our
Consolidated Statements of Operations as a percentage of net sales.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
-----------------------------
1998 1999 2000
------- ------- -------
<S> <C> <C> <C>
Net sales................................................... 100.0% 100.0% 100.0%
Cost of sales............................................... 46.0 43.9 41.1
----- ----- -----
Gross profit................................................ 54.0 56.1 58.9
Operating expenses:
Research, development and engineering..................... 7.4 6.8 7.0
Selling, general and administrative....................... 20.2 20.1 22.3
----- ----- -----
Total operating expenses.................................... 27.6 26.9 29.3
----- ----- -----
Operating income............................................ 26.4 29.2 29.6
Interest expense............................................ 3.0 2.0 0.0
Interest and other income, net.............................. (1.0) (1.2) (0.5)
----- ----- -----
Income before income taxes.................................. 24.4 28.4 30.1
Income tax expense.......................................... 7.8 9.1 9.6
----- ----- -----
Income before extraordinary item............................ 16.6 19.3 20.5
Extraordinary item -- retirement of debt, net of taxes...... -- 0.4 --
----- ----- -----
Net income.................................................. 16.6% 18.9% 20.5%
===== ===== =====
</TABLE>

Net Sales

Net sales in fiscal 2000 increased 10.0% to $315.0 million compared to
$286.3 million in fiscal 1999, which in turn increased 21.2% compared to fiscal
1998 net sales of $236.1 million. Our fiscal year ended March 31, 2000 contained
53 weeks vs. 52 weeks for fiscal years 1999 and 1998.

The 10% increase in revenue in fiscal 2000 was driven by strong growth
internationally and strong U.S. retail revenues, offset by flat U.S.
distribution sales and a decline in sales to our largest OEM.

International sales in fiscal 2000 increased 20.7% to $105.5 million
compared to $87.4 million in fiscal 1999, which in turn increased 21.3% compared
to the prior year. The growth in fiscal 2000 was experienced in each of the
Europe, Asia Pacific/Latin America and Canada regions and reflects our
investment in the international sales force as well as marketing programs.
International sales accounted for

16
<PAGE> 21

approximately 33.5% of total net sales in fiscal 2000, up from 30.5% of total
net sales in both 1999 and 1998.

Domestic sales in fiscal 2000 increased 5.4% to $209.6 million compared
to $198.9 million in fiscal 1999, which in turn increased 21.2% compared to the
prior year. U.S. retail sales grew strongly, reflecting both the broadening of
our retail distribution with several major new consumer electronics accounts
added during the year and an increase in demand for headsets for office
applications. Retail revenue also grew due to an increase in demand for headsets
used in conjunction with mobile, cellular and cordless phones and for computer
applications.

Gross Profit

Gross profit in fiscal 2000 increased 15.5% to $185.5 million (58.9% of
net sales), compared to $160.6 million (56.1% of net sales) in fiscal 1999.
Gross profit in fiscal 1999 increased 25.8% compared to gross profit of $127.6
million (54.0% of net sales) in fiscal 1998. The increases in gross profit as a
percent of net sales mainly reflect reductions in product costs through design
and manufacturing efficiencies and lower costs from our suppliers.

Research, Development and Engineering

Research, development and engineering expenses in fiscal 2000 increased
12.0% to $21.9 million (6.9% of net sales), compared to $19.5 million (6.8% of
net sales) in fiscal 1999. Research, development and engineering expenses in
fiscal 1999 increased 11.3% compared to $17.5 million (7.4% of net sales) in
fiscal 1998. The increase in these expenses reflects continued investment in new
product development and technologies.

Selling, General and Administrative

Selling, general and administrative expenses in fiscal 2000 increased
22.2% to $70.3 million (22.3% of net sales), compared to $57.5 million (20.1% of
net sales) in fiscal 1999. Selling, general and administrative expenses in
fiscal 1999 increased 20.6% compared to $47.7 million (20.2% of net sales) in
fiscal 1998. Retail variable selling expenses increased due to incremental
retail revenue. Marketing expenses increased substantially due to increased
activities including advertising campaigns, new product launches, international
marketing and programs for our mobile and computer divisions.

Operating Income

Operating income in fiscal 2000 increased 11.7% to $93.3 million (29.6%
of net sales), compared to $83.5 million (29.2% of net sales) in fiscal 1999.
Operating income in fiscal 1999 increased 33.9% compared to $62.4 million (26.4%
of net sales) in fiscal 1998. The increase in operating income over the past two
fiscal years was primarily due to higher net sales and the increase in gross
margin.

Interest Expense

Interest expense in fiscal 2000 decreased 98.5% to $0.1 million, compared
to $5.8 million in fiscal 1999, which in turn decreased 17.2% from $7.0 million
in fiscal 1998. Interest expense for 1999 and 1998 principally represents
interest payable on our 10% Senior Notes Due 2001 ("Senior Notes"), which were
redeemed on January 15, 1999. The early redemption of these Senior Notes was the
reason for the decrease in interest expense in fiscal 2000, and management
expects interest expense to be minimal in future periods. In November 1999, we
entered into a credit agreement to borrow up to $100 million with a major bank.
We currently have no borrowings under this agreement.

Interest and Other Income

Interest and other income in fiscal 2000 decreased 52.9% to $1.7 million
compared to $3.5 million in fiscal 1999, which in turn increased 57.2% compared
to $2.2 million in fiscal 1998. The decrease in

17
<PAGE> 22

interest income in fiscal 2000 was primarily attributable to lower cash and cash
equivalents balances as a result of the January 15, 1999 redemption of $65
million in Senior Notes.

Income Tax Expense

In fiscal 2000, fiscal 1999 and fiscal 1998, income tax expense was $30.4
million, $26.0 million and $18.4 million, respectively, representing effective
tax rates of 32% in all fiscal years.

Year 2000

During the fiscal year ended March 31, 2000, Plantronics incurred
approximately $1.0 million in costs associated with Y2K compliance. Since
year-end, we have not incurred any material additional costs nor have we
experienced any disruption with vendors or operations. Furthermore, we believe
that any future costs associated with Y2K compliance efforts will not be
material.

18
<PAGE> 23

QUARTERLY RESULTS OF OPERATIONS

The following tables present certain unaudited quarterly financial
information for each of the eight quarters in the two-year period ended March
31, 2000. In the opinion of our management, this information has been presented
on the same basis as the Consolidated Financial Statements appearing elsewhere
in this prospectus and includes all adjustments (consisting only of normal
recurring accruals) required to present fairly the financial results presented
herein. Results of operations for any previous quarter are not necessarily
indicative of results for any future quarter.
<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------------------------------------------
JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30,
1998 1998 1998 1999 1999
-------- ------------- ------------ --------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net sales................... $70,060 $71,150 $72,038 $73,013 $74,715
Cost of sales............... 31,897 32,192 31,002 30,607 30,792
------- ------- ------- ------- -------
Gross profit................ 38,163 38,958 41,036 42,406 43,923
------- ------- ------- ------- -------
Operating expenses:
Research, development and
engineering............. 4,470 4,535 5,177 5,339 5,499
Selling, general and
administrative.......... 14,102 13,760 14,563 15,103 15,938
------- ------- ------- ------- -------
Total operating expenses.... 18,572 18,295 19,740 20,442 21,437
------- ------- ------- ------- -------
Operating income............ 19,591 20,663 21,296 21,964 22,486
Interest expense, including
amortization of debt
issuance costs............ 1,736 1,852 1,888 309 10
Interest and other income,
net....................... (485) (1,208) (1,801) (31) (174)
------- ------- ------- ------- -------
Income before income
taxes..................... 18,340 20,019 21,209 21,686 22,650
Income tax expense.......... 5,869 6,406 6,786 6,940 7,246
------- ------- ------- ------- -------
Income before extraordinary
item...................... 12,471 13,613 14,423 14,746 15,404
Extraordinary
item -- retirement of
debt, net of taxes........ -- -- -- 1,049 --
------- ------- ------- ------- -------
Net income.................. $12,471 $13,613 $14,423 $13,697 $15,404
======= ======= ======= ======= =======
Net income per share: basic
Income before
extraordinary item...... $ 0.76 $ 0.82 $ 0.87 $ 0.88 $ 0.92
Extraordinary item, net of
taxes................... -- -- -- 0.06 --
------- ------- ------- ------- -------
Basic earnings per
common shares......... $ 0.76 $ 0.82 $ 0.87 $ 0.82 $ 0.92
======= ======= ======= ======= =======
Shares used in basic share
calculations.............. 16,474 16,513 16,562 16,748 16,746
======= ======= ======= ======= =======
Net income per share:
diluted
Income before
extraordinary item...... $ 0.68 $ 0.74 $ 0.79 $ 0.81 $ 0.85
Extraordinary item, net of
taxes................... -- -- -- 0.06 --
------- ------- ------- ------- -------
Diluted earnings per
common share.......... $ 0.68 $ 0.74 $ 0.79 $ 0.75 $ 0.85
======= ======= ======= ======= =======
Shares used in diluted per
share calculations........ 18,213 18,341 18,246 18,289 18,035
======= ======= ======= ======= =======

<CAPTION>
QUARTER ENDED
----------------------------------------
SEPTEMBER 30, DECEMBER 31, MARCH 31,
1999 1999 2000
------------- ------------ ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net sales................... $72,038 $76,059 $92,200
Cost of sales............... 29,532 30,946 38,243
------- ------- -------
Gross profit................ 42,506 45,113 53,957
------- ------- -------
Operating expenses:
Research, development and
engineering............. 5,089 5,080 6,200
Selling, general and
administrative.......... 15,976 17,949 20,463
------- ------- -------
Total operating expenses.... 21,065 23,029 26,663
------- ------- -------
Operating income............ 21,441 22,084 27,294
Interest expense, including
amortization of debt
issuance costs............ 8 8 60
Interest and other income,
net....................... (505) (583) (397)
------- ------- -------
Income before income
taxes..................... 21,938 22,659 27,631
Income tax expense.......... 7,022 7,250 8,843
------- ------- -------
Income before extraordinary
item...................... 14,916 15,409 18,788
Extraordinary
item -- retirement of
debt, net of taxes........ -- -- --
------- ------- -------
Net income.................. $14,916 $15,409 $18,788
======= ======= =======
Net income per share: basic
Income before
extraordinary item...... $ 0.90 $ 0.94 $ 1.16
Extraordinary item, net of
taxes................... -- -- --
------- ------- -------
Basic earnings per
common shares......... $ 0.90 $ 0.94 $ 1.16
======= ======= =======
Shares used in basic share
calculations.............. 16,657 16,333 16,245
======= ======= =======
Net income per share:
diluted
Income before
extraordinary item...... $ 0.84 $ 0.89 $ 1.08
Extraordinary item, net of
taxes................... -- -- --
------- ------- -------
Diluted earnings per
common share.......... $ 0.84 $ 0.89 $ 1.08
======= ======= =======
Shares used in diluted per
share calculations........ 17,836 17,352 17,410
======= ======= =======
</TABLE>

19
<PAGE> 24
<TABLE>
<CAPTION>
QUARTER ENDED
------------------------------------------------------------------------------
JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30,
1998 1998 1998 1999 1999 1999
-------- ------------- ------------ --------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
AS A PERCENTAGE OF NET SALES:
Net sales.................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales................ 45.5 45.2 43.0 41.9 41.2 41.0
----- ----- ----- ----- ----- -----
Gross profit................. 54.5 54.8 57.0 58.1 58.8 59.0
----- ----- ----- ----- ----- -----
Operating expenses:
Research, development and
engineering.............. 6.4 6.4 7.2 7.3 7.4 7.1
Selling, general and
administrative........... 20.1 19.3 20.2 20.7 21.3 22.2
----- ----- ----- ----- ----- -----
Total operating expenses..... 26.5 25.7 27.4 28.0 28.7 29.2
----- ----- ----- ----- ----- -----
Operating income............. 28.0 29.0 29.6 30.1 30.1 29.8
Interest expense............. 2.5 2.6 2.6 0.4 0.0 0.0
Interest and other income
net........................ (0.7) (1.7) (2.5) 0.0 (0.2) (0.7)
----- ----- ----- ----- ----- -----
Income before income taxes... 26.2 28.1 29.4 29.7 30.3 30.5
Income tax expense........... 8.4 9.0 9.4 9.5 9.7 9.7
----- ----- ----- ----- ----- -----
Income before extraordinary
item....................... 17.8 19.1 20.0 20.2 20.6 20.7
Extraordinary
item -- retirement of debt,
net of taxes............... -- -- -- 1.4 -- --
----- ----- ----- ----- ----- -----
Net income................... 17.8% 19.1% 20.0% 18.8% 20.6% 20.7%
===== ===== ===== ===== ===== =====

<CAPTION>
QUARTER ENDED
------------------------
DECEMBER 31, MARCH 31,
1999 2000
------------ ---------
<S> <C> <C>
AS A PERCENTAGE OF NET SALES:
Net sales.................... 100.0% 100.0%
Cost of sales................ 40.7 41.5
----- -----
Gross profit................. 59.3 58.5
----- -----
Operating expenses:
Research, development and
engineering.............. 6.7 6.7
Selling, general and
administrative........... 23.6 22.2
----- -----
Total operating expenses..... 30.3 28.9
----- -----
Operating income............. 29.0 29.6
Interest expense............. 0.0 0.0
Interest and other income
net........................ (0.8) (0.4)
----- -----
Income before income taxes... 29.8 30.0
Income tax expense........... 9.5 9.6
----- -----
Income before extraordinary
item....................... 20.3 20.4
Extraordinary
item -- retirement of debt,
net of taxes............... -- --
----- -----
Net income................... 20.3% 20.4%
===== =====
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of March 31, 2000, we had working capital of $78.3 million, including
$45.3 million of cash, cash equivalents and marketable securities, compared with
working capital of $76.3 million, including $43.0 million of cash and cash
equivalents, as of March 31, 1999. During the fiscal year ended March 31, 2000,
we generated $81.1 million of cash from operating activities, due primarily to
$64.5 million in net income, an increase of $11.3 million in income taxes
payable, and an income tax benefit of $15.1 million associated with the exercise
of options, offset by a $14.9 million increase in inventory. In comparison, we
generated $86.9 million in cash from operating activities for the fiscal year
ended March 31, 1999, due mainly to $54.2 million in net income, decreases of
$10.9 million in inventory and $6.8 million in accrued liabilities, and an
income tax benefit of $21.7 million associated with the exercise of options.

We have a $100 million revolving credit facility, including a $10 million
letter of credit subfacility, with a major bank, both of which expire in
November 2000. As of March 31, 2000, we had no cash borrowings under the
revolving credit facility and $0.8 million outstanding under the letter of
credit subfacility. The amounts outstanding under the letter of credit
subfacility were principally associated with purchases of inventory. The terms
of the credit facility contain covenants that materially limit our ability to
incur debt, make capital expenditures and pay dividends, among other matters.
These covenants may adversely affect our financial position to the extent we
cannot comply with them. We are currently in compliance with the covenants under
this agreement.

We believe that our current cash balance and cash to be provided by
operations, together with available borrowing capacity under our revolving
credit facility and letter of credit subfacility, will be sufficient to fund
operations for at least the next 12 months.

Investing Activities

During fiscal 2000, we purchased marketable securities of $8.8 million
and received proceeds from maturities of marketable securities of $3.8 million.
Expenditures for capital and other assets of $15.2 million in the fiscal year
ended March 31, 2000, were incurred principally in tooling for new products and
to expand manufacturing capacity, investments in computer and telephone
equipment, and the acquisition of ClearVox Communications, Inc., in December
1999.

20
<PAGE> 25

Financing Activities

In the fiscal year ended March 31, 2000, we sold 41,097 shares of our
treasury stock for approximately $2.1 million and repurchased 1,267,500 shares
of our common stock for approximately $72.6 million. In this offering we will
purchase from the underwriters, at the public offering price per share, 100,000
of the 1,000,000 shares offered hereby. As of March 31, 2000, and as adjusted to
reflect the purchase by Plantronics of 100,000 shares in this offering, we
remained authorized to repurchase approximately 84,907 shares under all
repurchase plans.

We received $6.9 million in proceeds from the exercise of stock options
during the fiscal year ended March 31, 2000.

Effective January 15, 1999, we repurchased all of our Senior Notes. The
transaction resulted in a net extraordinary charge of approximately $1.0
million, or approximately $0.06 per diluted share, in the fourth quarter of
fiscal 1999.

21
<PAGE> 26

BUSINESS

OVERVIEW

INDUSTRY BACKGROUND

Headsets are used in call centers, offices, cars and homes. Telephone
headsets are used with various terminal devices such as traditional telephones,
call center automatic call distribution systems, mobile (i.e. cellular)
telephones and cordless telephones. Headsets are also used with computers and
with other devices that take voice input.

Headsets enhance the communications experience through:

- hands-free benefits, allowing people to have both hands free to use a
computer, take notes, and organize files;

- improved mobility, allowing people to drive more safely while talking
on a cellular phone or handling other tasks while using a cordless
phone;

- better sound quality for telephone users by reducing background noise;

- ergonomic relief from the repetitive stress and discomfort associated
with placing a telephone handset between the shoulder and neck;

- enabling emerging PC applications, including speech recognition,
Internet telephony and computer games with premium audio quality; and

- providing greater privacy than speakerphones.

MARKETS

Call Center. The largest group of headset users are call center agents
who are on the telephone throughout their work day. The number of call center
agents has grown as companies have sought to focus on customer service to
provide a competitive advantage, reduce costs through the use of real-time
centralized information exchange and customer interaction, and make greater use
of cost-effective direct distribution models. These benefits are becoming more
widely recognized and are leading to the establishment of call centers by
smaller organizations and firms outside of the U.S. Agent productivity in call
centers is important in minimizing costs and reducing customer wait time, and,
therefore, the ability to effectively and simultaneously use a telephone and
keyboard is critical. As the call center market has grown, the benefits of
headsets have become widely recognized as an essential component of a productive
and safe workplace.

Office. The office market, both corporate and small office/home office
("SOHO"), has become an increasingly important market for headsets over the last
five years. The increasing and simultaneous use of telephones and computers by
office workers and a growing awareness of the benefits of headsets have
contributed to the growth of this market. Professionals who spend significant
time on the telephone have been early adopters of headset products. These
professionals include securities brokers, insurance agents,

22
<PAGE> 27

sales executives, credit controllers, and purchasing agents. We believe that the
penetration of headsets in the office is low, providing a long-term opportunity
to increase headset sales to office workers.

Mobile. Mobile use of headsets is undergoing rapid growth worldwide. The
use of cellular telephones is escalating -- consumers throughout the world are
turning to mobile telephones not only as a communications tool while away from
the home or office but, increasingly, as a complete replacement for the
traditional corded telephone. Headset usage with mobile phones is expanding as
people embrace the hands-free comfort, convenience, safety and improved sound
quality of headsets. In the residential market, consumers are turning to
headsets in order to accomplish multiple tasks with the phone or FRS (Family
Radio Systems) unit in their pocket or clipped to their belt rather than
occupying their hands. We believe that headset adoption is still very low in the
mobile market, presenting both an immediate and a long-term growth opportunity.

Computer. Continued growth in the PC headset market is being driven by
emerging applications such as:

- speech recognition programs which allow hands-free and faster operation
and input to the computer;

- internet telephony which permits long-distance communications at a
lower cost;

- voice activated computer games which enhance the experience through
voice command and the ability to chat with fellow players; and

- music applications which allow the computer to perform as a
high-fidelity stereo system.

Headsets enhance all of these computer applications with better sound
fidelity than the alternative microphones and greater privacy than loudspeakers.
We believe that the continued growth in computer audio applications will
continue to increase headset demand.

PLANTRONICS' STRATEGY

We intend to extend our position as a leading worldwide supplier of
lightweight communications headsets and to promote increased headset use
globally. The key elements we intend to focus on to achieve these goals are:

Extending Our Headset Product Leadership. Since introducing the first
lightweight communications headset in 1962, we have developed the knowledge and
expertise to provide our customers with leading products and services. We intend
to focus on maintaining the highest standards of excellence in comfort, ease of
use, sound quality, durability, style and service. By focusing on these core
strengths relative to our existing and new markets, we plan to continue to be an
industry leader in customer and end user satisfaction.

Driving Headset Adoption. We intend to work to increase awareness of our
headsets and to provide products people require to make their lives easier and
more productive. We will continue to educate potential users on the benefits of
headsets, to leverage the Plantronics brand name and to design headsets
appropriate for use in the environments in which prospective users are
operating. Accordingly, we are currently expanding our advertising and
promotional activities and are working with key OEMs and other channel partners
to facilitate the adoption of our products in the office, mobile, computer and
residential markets. We believe that the level of penetration of headsets in
these new markets is low, providing a long-term opportunity to increase our
headset sales.

Strengthening Our Distribution Channels. Historically, we have developed
and maintained diverse distribution channel relationships to meet the different
purchasing requirements of our customers. We intend to leverage the
relationships we have developed with our existing channel partners, including
the leading telecommunications equipment manufacturers, distributors and
retailers, to increase the rate of headset adoption and sales. For example, we
have recently increased co-marketing activities with many of our resellers. To
capitalize on new market opportunities, we intend to selectively broaden our
distribution.

23
<PAGE> 28

Thus, we have recently initiated relationships with leading mobile phone service
providers and distributors of mobile phones and accessories.

PRODUCTS AND TECHNOLOGY

In fiscal year 2000, Plantronics introduced more new products than at any
time in our history, with new offerings for the call center, office, mobile and
computer markets. Our product line consists of lightweight communications
headsets, headset accessories and services, and specialty telephone products.
Our headsets incorporate unique features that we believe offer compelling
performance advantages:

Comfort. We believe our focus on ergonomics has been critical to our
success. We maintain what we believe is the industry's most extensive database
for the design of headsets. Our database includes measurements from over 800
physical molds taken of different ear types. The measurements are digitized and
stored in a CAD/CAM database along with critical head contour measurements. In
addition, we study weight drag to determine optimum weight distribution on the
ear.

Sound Quality. In designing our products, we have conducted headset sound
quality (e.g. preference and intelligibility) research on substantially all
telephone systems in both listening and speaking modes. We believe we have
achieved the industry's best signal-to-noise ratios, the most powerful noise-
canceling performance (to block out background sounds in unusually loud
environments) and the only design that does not require the microphone boom to
be positioned precisely for proper functioning -- the Plantronics Voice Tube.
The trademarked clear, curved design of the Plantronics Voice Tube is ideal for
most office and call center environments, with the additional benefits of an
attractive appearance, easy hygienic replacement, and lighter weight.

Durability. We have nearly forty years of experience understanding
headset durability and have successfully incorporated this knowledge into our
product designs which we believe generally last longer than the best comparable
competitive products.

In addition to a complete line of industry-leading headsets, headset
systems and amplifiers, we also provide headset accessories which include
replacement voice tubes, ear cushions, eartips, in-use indicators, and
background noise suppressors. These products allow end users to revitalize their
headset to maintain maximum performance and comfort. We also provide exceptional
customer service and support. We believe our customer support and service
program provides our end users and customers with easier access to Plantronics
and is an important competitive advantage.

Headsets. Headsets for use with corded telephones generally consist of
two distinct units. The "top," which is the portion that the user wears and
which is comprised of the receiver capsule and voice tube, and the "base," or
amplifier adapter which interfaces with the telephone or other equipment. Both
units are currently required in most standard telephone applications. In some
circumstances, however, the interface is built into the corded telephone with
which the headset is being used, allowing use of the "top" alone. Many mobile
and cordless telephones (both cellular and portable units) come with a dedicated
headset port, permitting the headset to be plugged directly into the telephone
handset. On those mobile telephones that do not have a headset port, we often
sell an adapter that plugs into the telephone and permits attachment of the
headset. Computers and other electronic equipment generally do not require a
separate adapter and our headsets are designed to plug directly to the
equipment. As the adoption of headsets increases, we expect that more corded
telephones, mobile telephones and other equipment will be equipped with headset
interfaces. There are four basic headset "top" styles:

- Over-the-head headsets with ear cushions. The Supra(R) headset, still
our most popular model, is an over-the-head model available with sound
reception in one or both ears, and the unit's dual ear cushions help
block out background noise. The Encore(R) headset features all of the
qualities of the Supra headset, plus user-controllable tone adjustment.
The DuoSet(R) headset has a comfortable and adjustable headband and the
flexibility to convert quickly to the behind-the-ear style discussed
below. Most of our present models of headsets for use with computers,
the SR1, LS1 and HS1 models, are over-the-head style. Several of our
headsets for use with mobile

24
<PAGE> 29

telephones, the M110, M114, M170 and M175 models, are also
over-the-head headsets (with the M170 and M175 models readily
converting to the behind-the-ear style).

- Behind-the-ear headsets with a receiver that rests on the ear. The
Mirage(R) telephone headset uses a miniaturized behind-the-ear capsule.
Attached to it is a small disc-shaped receiver that rotates to fit
against either ear. The receiver rests gently on the ear, not in it.
The M120, M124, M130 and M135 mobile headsets are also designed with
the receiver resting on the ear with a comfortable ear-hook that holds
the headset in place. As noted above, the mobile headset models M170
and M175 and the DuoSet telephone headset convert from over-the-head to
the behind-the-ear style.

- Behind-the-ear headsets with an ear tip. The TriStar(R) headset, the
industry's lightest commercial telephone headset, features maximum user
adjustments for excellent stability, comfort and sound quality. Sound
is delivered to the ear by an acoustic ear tip that attaches to the
comfortable stabilizer of the headset. The StarSet(R) headset is the
distinctive Plantronics headset that uses a small capsule that fits
behind and in the outer portion of the ear. The headset is extremely
lightweight, requiring no headband, and the ear tip's acoustic coupling
provides exceptional sound quality.

- Headsets that rest in the outer portion of the ear. The FreeHand(R)
headset offers a functional and lightweight design that allows it to be
easily and quickly placed on or removed from its position in the outer
portion of the ear with one hand. Its adjustable microphone boom may be
rotated for optimum transmit performance. Our M140 and M145 models are
versions of the FreeHand headset designed for use with mobile
telephones. The CAT132 is a version of the FreeHand headset optimized
for use with computer applications.

We manufacture a broad line of headset top styles, which can be worn over
the head, in the ear or on the ear. Most of our headsets offer either the
proprietary Plantronics Voice Tube (our most popular solution, suitable for the
majority of environments) or a noise-canceling microphone (appropriate for users
in very loud environments). All telephone-based headset tops, in conjunction
with their associated bases, are designed for use with substantially all of the
different telephone systems currently available. Basic models include features
such as user volume control, a mute switch and quick-disconnect, which allows
users to leave the phone without removing their headsets or disconnecting their
call. We sell a full range of amplifiers or "bases" designed to work with
substantially all telephone systems. We also sell telephone headset systems that
plug directly to the phone line and adapters to allow headsets to connect to
mobile telephones.

25
<PAGE> 30

Our principal headset tops, headset amplifiers and telephones are as
follows:

<TABLE>
<CAPTION>
PRODUCT DESCRIPTION FEATURES
------- ----------- --------
<S> <C> <C>
---------------------------------------------------------------------------------------------------
OFFICE AND CALL CENTER
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Headsets
---------------------------------------------------------------------------------------------------
SUPRA HEADSET Our most popular headset, ideal for Engineered for sound quality and
phone-intensive jobs and call center durability. Sound reception in one or
environments. both ears.
ENCORE HEADSET Also used in call centers; designed User-controllable tone adjustment and
for near-universal fit and all-day powerful noise canceling performance.
comfort.
MIRAGE HEADSET Uses a miniaturized behind-the-ear Rests gently on the ear, not in the
capsule with an adjustable receiver. ear.
STARSET HEADSET Has an acoustic eartip that fits Ultra-lightweight, with an acoustic
gently in the outer portion of the seal to block out unwanted background
ear. noise.
TRISTAR HEADSET Stylish design for phone intensive Feather-weight ( 1/2 ounce), with
jobs and call center environments. maximum user adjustments designed for
stability, comfort and sound quality.
FREEHAND HEADSET Designed for business professionals, Small and unobtrusive, easy to put on
this headset features a small earbud and take off.
which rests comfortably in the ear.
DUOSET HEADSET Appropriate for business Easily convertible from over-the-head
professionals who want a headband for to over-the-ear for greater
longer calls as well as an versatility.
over-the-ear headset for intermittent
phone use.
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Telephone Headset Amplifiers
---------------------------------------------------------------------------------------------------
VISTA AMPLIFIER Universal modular Unique SoundGuard(R)Plus(TM) and Call
amplifier -- compatible with single Clarity(TM) technology provide
or multi-line telephones. improved sound quality while
delivering automatic audio comfort by
reducing the sound received to
comfortable levels.
E-10 AMPLIFIER In-Line amplifier -- designed for use So small and lightweight that it is
directly on the telephone line. worn on the body instead of taking up
valuable desktop space, yet offers
full desktop adapter functionality.
A20 AMPLIFIER Telephone headset amplifier and Includes an under-the-telephone
accessory deck. Professional headset accessory deck, with top of the line
amplifier system with easy amplifier, cord management, an
configuration and universal on-line indicator and headset stand.
compatibility is ideal for business
professionals and executives.
PLUG PRONG AMPLIFIER Perfect for the call center Designed for automatic call
environment and, in specialized distribution systems.
situations, for air traffic control
and other environments.
CA-10 AMPLIFIER Wireless amplifier -- 900 MHz Built to permit call center and
cordless amplifier that connects to office users up to 150 feet of
single-line or multi-line corded mobility.
telephones.
CS-10 AMPLIFIER Cordless headset system -- identical Provides a turn-key easy-to-install
to the CA-10 model and comes bundled cordless headset for use in the
with a comfortable and convenient office environment.
convertible headset.
---------------------------------------------------------------------------------------------------
</TABLE>

26
<PAGE> 31

<TABLE>
<S> <C> <C>
-----------------------------------------------------------------------------------------------
MOBILE
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Headsets
-----------------------------------------------------------------------------------------------
M110/M114 HEADSET A low priced headset for use with Comfortable adjustable headband and
mobile telephones. noise-canceling microphone. The
M114 model comes with a convenient
in-line volume control.
M120/M124 HEADSET Sleek over-the-ear headset for use Quick and easy to put on with one
with cellular and mobile hand, leaving both hands free to
telephones. drive or perform other tasks. Both
models come with a noise-canceling
microphone; the M124 model has a
convenient in-line volume control.
M130/M135 HEADSET A stylish behind-the-ear telephone Lightweight, comfortable design.
headset with a comfortable Both models come with a
adjustable stabilizer. noise-canceling microphone; the
M135 model has a convenient in-line
volume control.
M140/M145 HEADSET This headset features a small Lightweight, comfortable design.
earbud that rests comfortably in Both models come with a
the ear with an optional stabilizer noise-canceling microphone; the
to hold the headset securely in M145 model has a convenient in-line
place. volume control.
M170/M175 HEADSET Headset converts from over the head The ultimate in comfort and choice.
to over the ear style to give the Both models come with a noise-
maximum freedom of choice to the canceling microphone; the M175
mobile user. model has a convenient in-line
volume control.
-----------------------------------------------------------------------------------------------
</TABLE>

27
<PAGE> 32

--------------------------------------------------------------------------------------------------
RESIDENTIAL AND SMALL OFFICE
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Cordless Headset Telephone
--------------------------------------------------------------------------------------------------
<S> <C> <C>
CT-901 CORDLESS HEADSET 900 MHz cordless headset telephone. Provides extended cordless mobility
TELEPHONE with hands-free convenience.
CT-10 CORDLESS HEADSET This is the all-new replacement Designed for home and small office
TELEPHONE model for the CT-901 cordless applications, the CT-10 Telephone
headset telephone. The CT-10 model offers the ideal combination of
is a 900 MHz cordless headset size, mobility and convenience.
telephone in a stylish compact form
so small it fits in a pocket.
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Headset Telephone Amplifier
--------------------------------------------------------------------------------------------------
SP AND PLX SERIES Designed specially for the SOHO Offers comfort and ease of use.
AMPLIFIER user; sold with an adapter or
telephone.
PRACTICA SERIES Designed for low to medium Offers good sound quality and
AMPLIFIER intensive phone users who require a durability at an attractive retail
less expensive headset; sold with price.
an adapter or telephone.
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Headset Telephone
--------------------------------------------------------------------------------------------------
S10 TELEPHONE HEADSET Full featured amplifier works with Headset stand and full tone
SYSTEM virtually any phone and includes control, mute switch and transmit
the convertible headset. and receive volume control.
T10 HEADSET TELEPHONE Complete single-line telephone with Automatic noise-canceling
headset with convertible headset. technology, adjustable volume and
tone control, redial flash and mute
buttons as well as built-in online
indicator and headset stand.
T20 HEADSET TELEPHONE Complete dual-line telephone with All the features of the T10
headset. telephone plus a hold button with
three-way conference calling.
--------------------------------------------------------------------------------------------------
</TABLE>

Headset Accessories and Services. Headset spares and accessories include
replacement voice tubes, training cords, ear cushions, eartips, in-use
indicators, theft protection devices and background noise suppressors. These
products allow end users to revitalize their headset tops to maintain maximum
performance and comfort.

We have developed and sell the HL-1 Handset Lifter, an accessory product
for use with our CA-10 and CS-10 wireless amplifier systems. The HL-1 Lifter
rings the remote unit of the wireless

28
<PAGE> 33

amplifier and, at the touch of a button on the remote, lifts the telephone
handset, allowing remote call answering.

We support our product offering with a technical assistance center to
assist our customers with technical questions. Our service center operations
provide a quick response to warranty support and out-of-warranty service needs.

Specialty Products. Our specialty products operation provides headsets
and other equipment for special applications that are not served by our standard
headset product lines.

Our Walker Equipment Division sells special amplified and noise-canceling
handsets for high-noise environments, and a full line of replacement and
original equipment handsets for entry and elevator phones and for use in
telephone booths and information kiosks. Through our Walker Equipment Division
we also manufacture and sell specialty telephone products including amplified
telephone handsets and telephone amplifier accessories for the hearing-impaired
and line test equipment. Our Walker Equipment Division also sells the Clarity
telephone, a full-featured, single line telephone designed for hearing-impaired
users. It features volume control circuitry, oversized buttons, a ringer volume
control and a light that flashes when the telephone rings. The Walker Equipment
Division launched the Cordless Clarity telephone in fiscal 2000, a 900 MHz
version of our popular Clarity telephone -- giving greater mobility with clarity
of hearing to those with hearing impairment.

In Europe we developed the StarBase headset telephone, which is a
full-featured single-line telephone to which nearly all of our headsets may be
attached. This product enables many more businesses to use headsets for
non-operator functions.

CUSTOMERS, SALES AND MARKETING

Our customers are primarily distributors, original equipment manufacturer
or OEM partners and telephony service providers who primarily sell our products
in the call center and office markets. Additionally, we sell into retail
channels primarily for the office market. We sell products to over 500 customers
in more than 70 countries.

Commercial Distributors. Our largest channel of distribution is through
commercial distributors which is composed of specialized headset distributors
and electronics wholesalers. Specialized headset distributors are the larger
group of the two in terms of the sales of our products. Specialized headset
distributors generally sell on a national basis, and the bulk of their revenues
are from headset sales. Electronics wholesalers typically offer a wide variety
of products from multiple vendors to both resellers and end users. In fiscal
2000, we were successful in substantially reducing our order lead times. This
reduction, while beneficial to us and our customers, led many of our commercial
distributors to reduce their inventories -- resulting in an adverse impact on
our revenues in fiscal 2000.

OEMs. OEMs do not typically manufacture their own headsets and therefore
they often distribute Plantronics headsets. Currently most of the OEM bundling
is done on a Plantronics-labeled basis, with some bundling done on a private
labeled or co-branded basis. OEMs include suppliers of automatic call
distribution systems, manufacturers of mobile telephone handsets, wireless
carriers operating cellular and PCS networks, manufacturers of computer hardware
and software suppliers.

In fiscal 2000, our largest OEM customer significantly reduced its
inventory levels, adversely impacting our revenues in fiscal 2000. We believe
that inventory reductions by this customer are likely to continue in fiscal 2001
but that such reductions will be smaller than the adjustments made in our fiscal
year 2000.

Telephony Service Providers. The telephony service provider channel is
comprised of former Regional Bell Operating Companies and Post, Telephone and
Telegraph companies that purchase headsets from us for use by their own agents.
Certain of these service providers also resell headsets to their customers.

Retail. The retail channel encompasses office supply and consumer
electronics retailers, warehouse clubs, consumer products and office supply
distributors, and catalog and mail order companies.
29
<PAGE> 34

Retailers primarily sell headsets to small businesses, small offices and home
offices. This channel is currently our fastest growing area of distribution.

Other. We also make direct sales to certain government agencies,
including NASA and the FAA. In addition, certain of our distributors are
authorized resellers under a GSA schedule price list and sell our products to
government customers under that agreement.

We maintain a sales force in the United States and in various overseas
countries to provide ongoing customer support and service. We also employ
manufacturers' representatives to assist in selling through the retail channel.

RESEARCH AND DEVELOPMENT

Since we introduced the original lightweight communications headset in
1962, the headset end-user has been the primary focus of our design efforts. We
maintain an extensive database of head and ear shapes to assist in the
development of our products. Our concern for "human factors" and our efforts to
design in comfort and safety have resulted in such product innovations as a
behind-the-ear capsule (containing both microphone and receiver) designed to fit
all users comfortably and the SoundGuard Plus system, which provides volume
control and improved audio comfort and quality.

We have a number of product development programs currently underway,
including a new generation of headset systems, computer and mobile products, a
wireless product family and several programs to both capitalize on and improve
our core technology. Some of our recent and future product development
initiatives are as follows:

- We have developed what we believe is the smallest cordless headset
telephone currently in the world for mobile convenience in the home and
the home office.

- Our Computer Audio Systems Division is working on the next generation
of digital headsets. Our Mobile Communications Division is developing a
series of mobile telephone headsets to provide additional product
choices to the mobile telephone user.

- We are working on the development of a series of headsets that will be
compliant with the Bluetooth(TM) specification, a global short-range
wireless standard. We were one of the first companies (and the first
headset manufacturer) to join the Bluetooth consortium as an adopting
member. While we believe that the Bluetooth standard holds much promise
as a wireless platform in each of our various markets, we believe that
the first significant applications for headsets will be in the mobile
market.

Most of our research and development is carried out by our in-house
engineering staff in the United States, England and Mexico. We supplement our
in-house engineering capabilities through selected contracting arrangements.
Research, development and engineering expenditures were $17.5 million, $19.5
million and $21.9 million for fiscal years 1998, 1999, and 2000, respectively.
We believe that investment in research and development is important for us to
maintain our position in the industry and, therefore, intend to increase our
spending for research, development and engineering in subsequent fiscal years.

MANUFACTURING

The majority of our manufacturing operations consists of assembly and
testing, substantially all of which is performed at our facility in Mexico. We
have smaller manufacturing operations in California, Georgia and the United
Kingdom. In addition, we outsource the manufacture of a limited number of
products to third parties.

Finished goods are generally manufactured to meet forecasted customer
requirements. Special products and large orders submitted with short lead times
are manufactured to order. Since most manufacturing occurs prior to the receipt
of purchase orders, Plantronics maintains an inventory of finished goods in
addition to inventories of raw materials, work in process and subassemblies and
components.
30
<PAGE> 35

Plantronics purchases components for its headset products, including
semi-custom integrated circuits, amplifier boards and other electrical
components, from suppliers in the United States, Mexico, Asia and Europe. We
have purchasing organizations in California, Georgia, England and The
Netherlands and also have a sourcing and quality operation in Taiwan. Although
most of the items purchased are obtained, or are reasonably available, from
numerous sources, certain products and components are currently procured only
from single suppliers in order to obtain volume pricing.

COMPETITION

We compete in several different markets, specifically the call center,
office, mobile, computer and residential markets. There are a number of
different competitors in each market in which we compete. We believe the
principal competitive factors in each market are product features, comfort and
fit; product reliability; customer service and support; reputation;
distribution; ability to meet delivery schedules; warranty terms; product life;
and price.

In the call center user market, we face different competitors depending
on the channel of distribution and the geographic location. We anticipate that
we may face additional indirect competition in this market from technological
advances such as interactive voice response systems which require no human
interface for certain applications, such as account balance inquiries or
airplane arrival and departure schedules. We believe that this trend will be
more than offset by the expansion of telemarketing and catalog sales.

Our market in the office, including both traditional offices and the
small or home office, and residential markets, involves the sale of headsets for
connection to single line or office telephone systems, cellular telephones and
computers. Certain of our competitors in the call center market currently sell
headsets for use in the office and residential markets. There are also certain
competitors who sell exclusively outside the call center market.

Competitors in the mobile market generally come from outside of the call
center market. They include the mobile phone manufacturers who typically
outsource phone accessories like headsets, and companies that focus primarily on
the mobile and/or cordless phone accessories markets. There is indirect
competition from hands-free car kits which also allow users to drive with both
hands on the wheel. Important competitive factors in the mobile market include
product styling, product reliability, product features, competitive pricing,
sound quality, comfort and fit, customer service and support, reputation,
distribution, ability to meet delivery schedules, warranty terms, and product
life.

In the computer market, we compete for business in both the retail
channel and through OEMs. We face competition principally from established
computer peripheral vendors. These vendors have established relationships with
their distribution channels enabling them to gain broad and deep global
distribution. There is indirect competition from stand-alone microphones and
loudspeakers for use with computers. Competition through the retail channel is
based upon differentiated retail packaging, superior microphone and speaker
performance, price and headset style and color. Competition for OEM business is
based upon offering highly accurate microphones optimized to the OEM's software
or system, unique styling, competitive pricing, and consistent quality with low
defect rates.

We believe that the following key factors enable us to maintain our
position as a leading supplier of lightweight communications headsets:

- brand name recognition;

- large, diverse distribution network;

- diverse product offering;

- ability to design safe and reliable products;

- understanding of regulations; and

- strong customer service.
31
<PAGE> 36

Although we believe we compete successfully with respect to these
factors, if we do not compete successfully with respect to any of these or other
factors it could materially adversely affect our business, financial condition
and results of operations.

FACILITIES

Our principal offices are located in Santa Cruz, California. We own three
buildings totaling approximately 160,000 square feet, of which approximately
31,500 square feet is leased to third parties through the year 2000. We also
lease an additional 18,200 square feet of space under a sublease expiring in
2005. Our primary production facilities are leased premises located in Tijuana,
Mexico. Our Walker Equipment Division leases offices and a small production
facility in Ringgold, Georgia. We also lease sales and administrative offices in
various foreign countries.

32
<PAGE> 37

MANAGEMENT

The following table sets forth certain information with respect to the
directors and executive officers of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Marvin Tseu................... 52 Chairman of the Board of Directors
S. Kenneth Kannappan.......... 40 Chief Executive Officer, President and
Director
Robert F.B. Logan(1)(2)....... 67 Director
M. Saleem Muqaddam............ 53 Director
John Mowbray O'Mara(2)........ 72 Director
Trude C. Taylor(1)(2)......... 78 Director
David A. Wegmann(1)........... 53 Director
Owen Brown.................... 53 Senior Vice President -- Engineering and
Technology
Benjamin Brussell............. 39 Vice President -- Corporate Development
Lyndall Fry................... 43 Vice President -- Quality
Kevin Goodwin................. 44 Vice President -- Legal, General Counsel and
Secretary
Donald S. Houston............. 44 Senior Vice President -- Sales
Steve Krug.................... 42 President -- Walker Equipment Division
Jean-Claude Malraison......... 53 Managing Director -- Europe, Middle East &
Africa
H. Craig May.................. 39 President -- Call Center and Office Division
Barbara V. Scherer............ 43 Senior Vice President -- Finance and
Administration and Chief Financial Officer
Joyce Shimizu................. 45 President -- Mobile Communications Division
Neil Snyder................... 48 President -- Computer Audio Systems Division
Terry Walters................. 46 Senior Vice President -- Operations
</TABLE>

------------
(1) Member of the Audit Committee

(2) Member of the Compensation Committee.

Mr. Tseu was elected to the Board of Directors in 1999 and serves as
Chairman of the Board. Mr. Tseu is the President and Chief Executive Officer of
SiteSmith, Inc., a leading provider of outsourced Internet site operations,
co-founded by Mr. Tseu in 1999. From 1998 to 1999, Mr. Tseu served as President
of Structured Internetworks, Inc., a company engaged in the design and marketing
of bandwidth allocation products. From 1996 to 1998 Mr. Tseu served as Executive
Vice President, Sales and Marketing, for CIDCO, Inc., a designer and
manufacturer of advanced telephone products. Mr. Tseu was previously employed
with Plantronics from 1984 to 1996. He was Director of Sales and Marketing from
1984 to 1987. From 1988 to 1992, Mr. Tseu served as President and General
Manager of Walker Equipment Company, now a division of Plantronics and then a
wholly owned subsidiary of the Company. In 1992 he was promoted to Corporate
Vice President, Sales and Marketing, and served at that position until 1996. Mr.
Tseu is also a director of CIDCO, Inc.

Mr. Kannappan joined Plantronics in February 1995 as Vice
President -- Sales, responsible for OEM Sales and International Markets for
Plantronics, Inc. He was promoted to Vice President -- Sales, responsible for
all U.S., Asian and Latin American Sales in September 1995. He was promoted to
Managing Director -- Plantronics Limited in England in March 1996. In March
1997, Mr. Kannappan returned from England and was promoted to Senior Vice
President responsible for Plantronics' Worldwide Operations, Mobile Division,
Walker Division and Plantronics Limited. In March 1998, Mr. Kannappan was
promoted to President and Chief Operating Officer and in January 1999, Mr.
Kannappan was promoted to Chief Executive Officer and was appointed to the Board
of Directors. Prior to joining Plantronics, Mr. Kannappan was Senior Vice
President of Investment Banking for Kidder, Peabody & Co. Incorporated from
August 1985 through January 1995. Mr. Kannappan has a Bachelor of Arts degree in
Economics from Yale University and a Masters of Business Administration from
Stanford University.

33
<PAGE> 38

Mr. Kannappan also serves on the Board of Directors of Mattson Technology, Inc.,
a supplier of advanced process equipment for the semiconductor industry.

Mr. Logan has more than 30 years of senior executive experience. Most
recently, he was chairman and CEO of Banc One Arizona and Bank One Arizona from
April 1995 to March 1996. From May 1993 to March 1995 he served as director of
Banc One Arizona and from January 1990 to April 1993 he was President and Chief
Operating Officer of Valley National, the predecessor of Bank One Arizona. Prior
to 1990 Mr. Logan was President and Chief Executive Officer of Alexander
Hamilton Life Insurance Company, Chief Financial Officer for Continental Grain
Company of New York, and Executive Vice President of the Merchant Banking Group
at Citicorp. Mr. Logan currently is a director of EABC, a broadcasting company,
York International Corporation, an air conditioning and refrigeration products
manufacturer, and Banc One Capital Partners, an investment partnership.

Mr. Muqaddam has served as a Vice President of CVC and its affiliated
investment companies since 1989. Previously he spent 15 years with Citibank,
N.A. and its affiliates in senior management positions. Mr. Muqaddam is a
director of Chromcraft Remington Inc., which designs, manufactures and sells
residential and commercial furniture.

Mr. O'Mara has been a management consultant since May 1993. From May 1990
to May 1993, he served as Chairman of the Executive Committee of Quality Care
Systems, Inc., a provider of computer-based "expert" medical cost containment
systems. From August 1988 through December 1989, Mr. O'Mara served as Chairman
of the Board of Directors and Chief Executive Officer of Global Natural
Resources, Inc. Prior to 1988, Mr. O'Mara spent 22 years as an investment
banker, serving most recently as Managing Director for Chase Investment Bank, a
subsidiary of Chase Manhattan Bank, N.A. Mr. O'Mara is a director of Baldwin &
Lyons, Inc., which specializes in marketing and underwriting property and
casualty insurance, and The Midland Company, a provider of specialty insurance
products and services.

Mr. Taylor has been a private investor since 1987 and a principal in TC
Associates, a management consulting firm, since 1984. He served as a director of
Plantronics' former operating subsidiary, Plantronics, Inc., from 1969 until its
merger into the Company in January 1994. He was Chairman of the Board of
Directors and a Director of Zehntel, Inc., a manufacturer of automated test
equipment and a former subsidiary of Plantronics, Inc. from 1984 to 1987, Chief
Executive Officer of Zehntel, Inc. from 1984 to 1985 and Chairman of the Board
of Directors, President and Chief Executive Officer of Electronic Memories and
Magnetics Corporation, a manufacturer of computer peripherals, from 1969 until
1984. He is also a director of Dense PAC Microsystems, Inc., a designer and
manufacturer of ultra-high density memory products and other electronic devices.

Mr. Wegmann has been a private investor since August 1988. Prior to that,
he was a Vice President of CVC. Mr. Wegmann was the President and sole director
of PI Parent Corporation, the privately held holding company for Plantronics
from that company's inception in August 1988 until March 1989. He also served as
a director of Plantronics, Inc., the operating subsidiary, of PI Parent
Corporation, from March 1989 until its merger with the Company as part of the
initial public offering in January 1994.

Mr. Brown was appointed Vice President -- Development and Chief
Technology Officer in July 1999. Prior to joining Plantronics, Mr. Brown worked
for Omnipoint Technologies, Inc. as the Product Development Director from 1996
to 1998 and as Vice President, Products and Technology at JRC International,
Inc. from 1994 to 1996. He received his Bachelor's degree in Engineering-Physics
at McMaster University of Canada and went on to receive his Masters degree in
Electrical Engineering from the same institution.

Mr. Brussell joined Plantronics in March 1998 as Vice
President -- Corporate Development. From March 1992 to March 1998 Mr. Brussell
was Vice President, Corporate Development at Storage Technology Corporation, a
leading provider of enterprise and network information storage systems. From
June 1990 until March 1992, Mr. Brussell acted as a consultant to Storage
Technology Corporation and other technology and health care industry companies.
From January 1985 to June 1990, Mr. Brussell held

34
<PAGE> 39

various positions with Salomon Brothers, the last of which was Vice President,
Corporate Finance, Technology Group. Mr. Brussell has a Bachelor of Arts degree
in Math/Economics from Wesleyan University and a Masters Degree in Management
from M.I.T. Sloan School of Management. Mr. Brussell is a director of Box Hill
Systems Corporation, a manufacturer of high performance data storage systems.

Ms. Fry joined Plantronics in August of 1998 and is the Vice President of
Quality. Prior to joining Plantronics, Ms. Fry was with Siemens A.G. for
fourteen years, most recently as the Head of Quality Assurance with the Siemens
Wireless Terminals Division in Austin, Texas, from 1993 to 1998. Ms. Fry has
over fifteen years of manufacturing, materials and quality experience. Ms. Fry
received a Bachelor of Arts from the University of California, Irvine and an
Masters of Business Administration in International Business from the College of
Notre Dame.

Mr. Goodwin has served as Vice President -- Legal, General Counsel and
Secretary since July 1999. He joined Plantronics in July 1996 as a full-time
contract counsel and in November 1997 became an employee and General Counsel. In
July 1998 Mr. Goodwin was appointed Assistant Secretary of Plantronics. Prior to
joining Plantronics, Mr. Goodwin was in private practice with several law firms
with offices in Silicon Valley, including Carr & Ferrell (from 1995 to 1996) and
Pettit & Martin (from 1989 to 1995). Mr. Goodwin received his law degree from
Columbia University and a Bachelor of Arts degree in Economics and Philosophy
from Claremont Men's College.

Mr. Houston joined Plantronics in November 1996 as Vice
President -- Sales and was promoted to Senior Vice President -- Sales in March
1998. From March 1995 through October 1996, Mr. Houston served as Vice
President -- Worldwide Sales for Proxima Corporation, a designer, developer,
manufacturer and marketer of multimedia projection products. From 1985 until
January of 1995, Mr. Houston held a number of positions at Calcomp, Inc., which
is engaged in the business of manufacturing computer peripherals for the CAD and
graphic market, including Regional Sales Manager and most recently Vice
President of Sales, Service and Marketing. Prior to 1985, Mr. Houston held
various sales and marketing management positions with IBM Corporation. Mr.
Houston is a graduate of the University of Arizona with a Bachelor of Science
degree in Business/Marketing.

Mr. Krug joined Plantronics as President, of the Walker Equipment
Corporation, then a wholly-owned subsidiary of Plantronics, in December 1996.
The Walker Equipment Corporation was merged into Plantronics in 1997. Mr. Krug
is responsible for all activities of this handset and specialty phone products
division. Prior to joining Plantronics, Mr. Krug was Executive Vice President
and General Manager of BEL-Tronics, Ltd., a consumer electronics firm, from 1994
to 1996. He also served as Chief Executive Officer and Director of Almor
Corporation from 1993 to 1994. Prior to that, he held progressively responsible
positions in general management and strategic marketing and technology with FLIR
Systems, Inc. (an affiliate company of Hughes Aircraft Company -- 1990 to 1993)
and Hughes Aircraft Company (1978 to 1990). Mr. Krug received his Bachelor
degrees in Management Science and Applied Mathematics from University of
California, San Diego and has done non-degreed work at Stanford University and
MIT.

Mr. Malraison joined Plantronics in July 1999 as Managing
Director -- Europe, Middle East & Africa. Mr. Malraison is resident in the
Swindon, England and Hoofddorp, the Netherlands, offices of Plantronics and is
responsible for our European, Middle East and African sales and operations. He
received his Engineering degree at the Institut Superieur d'Electronique du Nord
in France. Prior to joining Plantronics, Mr. Malraison spent 28 years with IBM
in a number of roles, most recently as Vice-President, Business Partners, EMEA.

Mr. May joined Plantronics in May 1998 as President -- Call Center and
Office Division. Mr. May was most recently with Dell Computer Corporation from
March 1998 to May 1998, responsible for Program Management of the Work Stations
Business Unit. Prior to that Mr. May was with Siemens Business Communication
Systems, Inc., as Director of Product Management, Desktops and Mobility, from
October 1993 to March 1998. Mr. May has a Bachelor of Science degree in
Electrical Engineering from the University of Houston.

35
<PAGE> 40

Ms. Scherer joined Plantronics in March 1997, and in April 1997 was named
Vice President -- Finance & Administration and Chief Financial Officer. In March
1998, Ms. Scherer was promoted to Senior Vice President -- Finance &
Administration and Chief Financial Officer. From October 1996 until March 1997,
Ms. Scherer was Senior Vice President and Chief Financial Officer at Stream
Logic Corporation, a developer and manufacturer of data management products.
Before that she was Senior Vice President of Operations from April 1996 until
October 1996. StreamLogic Corporation filed voluntarily for protection under
Chapter 11 of the Federal Bankruptcy Code in June 1997. Prior to her employment
with StreamLogic Corporation, she held various positions spanning a nine year
career with Micropolis Corporation, a disk drive manufacturer, including, from
1995 until April 1996, Vice President -- Finance, Chief Financial Officer and
Treasurer. Ms. Scherer was a consultant with the Boston Consulting Group from
1985 to 1987 and a Senior Financial Analyst with ARCO from 1983 to 1985. Ms.
Scherer is a graduate of the University of California, Santa Barbara and
received a Masters of Business Administration from Yale School of Organization
and Management.

Ms. Shimizu joined Plantronics in July 1983, and was promoted to
President of the Mobile Communications Division in 1999. Prior to that, Ms.
Shimizu was the Senior Marketing Director for the Computer and Mobile Systems
Division, the predecessor to the Mobile Communications Division. Prior to that,
she held various positions in our marketing and sales organizations. Ms. Shimizu
received a Masters of Business Administration from the Monterey Institute of
International Studies and a Bachelor's Degree in Japanese from the University of
California, Los Angeles.

Mr. Snyder joined Plantronics as Vice President and General Manager of
the Computer Audio Systems Division in November 1998. He was promoted to
President of the Computer Audio Systems Division in July 1999. He has P&L
responsibility for this division and is chartered with the design, development
and marketing of a new line of PC headsets. Before joining Plantronics, Mr.
Snyder was the General Manager of the Zip Aftermarket group at Iomega
Corporation from 1997 to 1998. Prior to that he has held various executive
positions at Colordesk, Ltd., Gold Disk Inc. and Borland International. Mr.
Snyder attended the Rochester Institute of Technology and Michigan State
University.

Mr. Walters is responsible for the worldwide operations of Plantronics.
Mr. Walters joined Plantronics in September 1997 as Vice President New Product
Introduction and more recently directed development of Plantronics e-commerce
business before his current assignment. Prior to joining Plantronics, Mr.
Walters spent 24 years in Silicon Valley firms developing and manufacturing
computer systems. Mr. Walters holds both a Bachelor of Science Degree and a
Masters Degree in Industrial Operations from Bradley University.

Executive officers serve at the discretion of the Board of Directors.
There are no family relationships between any of the directors and executive
officers of the Company.

36
<PAGE> 41

OWNERSHIP OF COMMON STOCK BY SELLING STOCKHOLDER AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of the common stock as of May 19, 2000, as adjusted to
reflect the sale of the 1,000,000 shares of common stock offered hereby by the
selling stockholder, by (i) the selling stockholder, (ii) each director of
Plantronics, (iii) executive officers of Plantronics, and (iv) all directors and
executive officers of Plantronics as a group. Except as otherwise noted, the
stockholders named in the table have sole voting and investment power with
respect to all shares of common stock shown as beneficially owned by them.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR NUMBER OF OWNED AFTER
TO OFFERING(1) SHARES OFFERING(1)(2)
-------------------- BEING --------------------
NUMBER PERCENT OFFERED(2) NUMBER PERCENT
--------- ------- ---------- --------- -------
<S> <C> <C> <C> <C> <C>
Citicorp Venture Capital, Ltd.
399 Park Avenue,
14th Floor
New York, NY 10043.................... 4,509,168 27.6% 1,000,000 3,509,168 21.6%
Marvin Tseu............................. 2,000 * -- 2,000 *
S. Kenneth Kannappan.................... 197,438 1.2 -- 197,438 1.2
Robert F.B. Logan....................... 8,875 * -- 8,875 *
M. Saleem Muqaddam...................... 9,500 * -- 9,500 *
John Mowbray O'Mara..................... 18,625 * -- 18,625 *
Trude C. Taylor......................... 99,205 * -- 99,205 *
David A. Wegmann........................ 267,517 1.6 -- 267,517 1.6
Benjamin Brussell....................... 21,667 * -- 21,667 *
Lyndall Fry............................. 5,589 * -- 5,589 *
Kevin Goodwin........................... 11,156 * -- 11,156 *
Steve Krug.............................. 3,447 * -- 3,447 *
Donald S. Houston....................... 78,417 * -- 78,417 *
Jean-Claude Malraison................... 10,000 * -- 10,000 *
H. Craig May............................ 52,883 * -- 52,883 *
Barbara V. Scherer...................... 63,906 * -- 63,906 *
Joyce Shimizu........................... 13,620 * -- 13,620 *
Neil Snyder............................. 15,544 * -- 15,544 *
Terry Walters........................... 36,089 * -- 36,089 *
All directors and executive officers as
a group (17 persons).................. 915,478 5.4% -- 915,478 5.5%
</TABLE>

------------
* Less than one percent.

(1) Includes stock subject to stock options held by directors and executive
officers that are exercisable within 60 days of May 19, 2000, as follows:
Mr. Kannappan, 188,492 shares; Mr. Logan, 3,875 shares; Mr. Muqaddam, 7,500
shares; Mr. O'Mara, 7,625 shares; Mr. Taylor, 7,625 shares; Mr. Wegmann,
7,625 shares; Ms. Fry, 5,083 shares; Mr. Goodwin, 9,854 shares; Mr. Houston,
72,708 shares; Mr. Krug, 3,117 shares; Mr. May, 52,000 shares; Ms. Scherer,
61,458 shares; Ms. Shimizu, 12,550 shares; Mr. Snyder, 15,417 shares; Mr.
Walters, 35,417 shares; and all directors and executive officers as a group
(17 persons), 512,013 shares. Percent calculations are based on 16,365,757
shares of common stock outstanding on May 19, 2000. Percent calculations
after the offering reflect the purchase by Plantronics of 100,000 of the
1,000,000 shares offered hereby.

(2) Assumes no exercise of the underwriters' over-allotment option. If the
entire over-allotment is exercised, CVC would offer a total of 1,150,000
shares, and would hold 3,359,168 shares or 20.7% of the shares outstanding
on May 19, 2000.

37
<PAGE> 42

UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith
Barney Inc. are acting as joint book-running managers, and, together with Chase
Securities Inc., McDonald Investments Inc., a KeyCorp company, and Hoefer &
Arnett Incorporated are acting as underwriters. Subject to the terms and
conditions described in a purchase agreement among us, the underwriters and the
selling stockholder, the selling stockholder has agreed to sell to the
underwriters, and the underwriters severally have agreed to purchase from the
selling stockholder, the number of shares listed opposite their names below.

<TABLE>
<CAPTION>
NUMBER
OF SHARES
UNDERWRITER ---------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................
Salomon Smith Barney Inc..................................
Chase Securities Inc. ....................................
McDonald Investments Inc. ................................
Hoefer & Arnett Incorporated..............................
---------
Total........................................ 1,000,000
=========
</TABLE>

The underwriters have agreed to purchase all of the shares being sold
under the purchase agreement if any of these shares are purchased. If an
underwriter defaults, the purchase agreement provides that the purchase
commitments of the nondefaulting underwriters may be increased or the purchase
agreement may be terminated.

We and the selling stockholder have agreed to indemnify the underwriters
against certain liabilities, including certain liabilities under the Securities
Act, or to contribute to payments the underwriters may be required to make in
respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as
and if issued to and accepted by them, subject to approval of legal matters by
their counsel and other conditions contained in the purchase agreement, such as
receipt by the underwriters of officer's certificates and legal opinions. The
underwriters reserve the right to withdraw, cancel or modify offers to the
public and to reject orders in whole or in part.

COMMISSIONS AND DISCOUNTS

The underwriters have advised us and the selling stockholder that they
propose initially to offer the shares to the public at the initial public
offering price on the cover page of this prospectus and to dealers at that price
less a concession not in excess of $ per share. The underwriters may allow,
and the dealers may reallow, a discount not in excess of $ per share to
other dealers. After the initial public offering, the public offering price,
concession and discount may be changed.

OVER-ALLOTMENT OPTION

The selling stockholder has granted an option to the underwriters to
purchase up to 150,000 additional shares at the public offering price less the
underwriting discount. The underwriters may exercise this option for 30 days
from the date of this prospectus solely to cover over-allotments. If the
underwriters exercise this option, each will be obligated, subject to conditions
contained in the purchase agreement, to purchase a number of additional shares
proportionate to that underwriter's initial amount reflected in the above table.

The following table shows the public offering price, underwriting
discount to be paid by the selling stockholder to the underwriters and the
proceeds to the selling stockholder. The information assumes either no exercise
or full exercise by the underwriters of their over-allotment option.

38
<PAGE> 43

<TABLE>
<CAPTION>
PER SHARE WITHOUT OPTION WITH OPTION
--------- -------------- -----------
<S> <C> <C> <C>
Public offering price............................... $ $ $
Underwriting discount............................... $ $ $
Proceeds to the selling stockholder................. $ $ $
</TABLE>

The expenses of this offering, not including the underwriting discount,
are estimated at $ and are payable by Plantronics.

NO SALES OF SIMILAR SECURITIES

We and the selling stockholder and our executive officers and directors
have agreed, with exceptions, not to sell or transfer any common stock for 90
days after the date of this prospectus without first obtaining the written
consent of Merrill Lynch. This lockup provision does not apply to the potential
sale of up to an aggregate of 52,000 shares by our executive officers which may
be made not earlier than 45 days after the date of this prospectus.
Specifically, we, the selling stockholder and these other individuals have
agreed not to directly or indirectly

- offer, pledge, sell or contract to sell any common stock,

- sell any option or contract to purchase any common stock,

- purchase any option or contract to sell any common stock,

- grant any option, right or warrant for the sale of any common stock,

- lend or otherwise dispose of or transfer any common stock,

- request or demand that we file a registration statement related to the
common stock, or

- enter into any swap or other agreement that transfers, in whole or in
part, the economic consequence of ownership of any common stock whether
any such swap or transaction is to be settled by delivery of shares or
other securities, in cash or otherwise.

This lockup provision applies to common stock and to securities
convertible into or exchangeable or exercisable for or repayable with common
stock. It also applies to common stock owned now or acquired later by the person
executing the agreement or for which the person executing the agreement later
acquires the power of disposition.

NEW YORK STOCK EXCHANGE LISTING

The common stock is listed on the New York Stock Exchange under the
symbol "PLT".

NASD REGULATIONS

Because we may be deemed to be an affiliate of Salomon Smith Barney Inc.,
the offering will be conducted in accordance with Conduct Rule 2720 of the
National Association of Securities Dealers, Inc.

PRICE STABILIZATION AND SHORT POSITIONS

Until the distribution of the shares is completed, SEC rules may limit
underwriters and selling group members from bidding for and purchasing our
common stock. However, the underwriters may engage in transactions that
stabilize the price of the common stock, such as bids or purchases to peg, fix
or maintain that price.

If the underwriters create a short position in the common stock in
connection with the offering, i.e., if they sell more shares than are listed on
the cover page of this prospectus, the underwriters may reduce that short
position by purchasing shares in the open market. The underwriters may also
elect to reduce any short position by exercising all or part of the
over-allotment option described above. Purchases of the common stock to
stabilize its price or to reduce a short position may cause the price of the
common stock to be higher than it might be in the absence of such purchases.

Neither we nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock. In addition, neither
we nor any of the underwriters makes any representation that the underwriters

39
<PAGE> 44

will engage in these transactions or that these transactions, once commenced,
will not be discontinued without notice.

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:

Plantronics' Annual Report on Form 10-K for the fiscal year
ended March 31, 2000, filed on June 1, 2000.

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
(which in turn incorporate by reference 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).

All documents, if any, which Plantronics files under Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this prospectus but prior to the termination of the offering 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
prospectus, other than exhibits to such documents. Direct any request for such
copies to Kevin Goodwin, Vice President -- Legal, 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-3
filed by Plantronics with the SEC under the Securities Act. 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.

40
<PAGE> 45

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for Plantronics and the selling stockholder by Wilson Sonsini Goodrich &
Rosati, Professional Corporation ("WSGR"), Palo Alto, California. Certain legal
matters relating to this offering will be passed upon for the underwriters by
Brown & Wood LLP, San Francisco, California. As of the date of this prospectus,
an individual member of WSGR participating in WSGR's representation of
Plantronics with respect to this offering beneficially owns 2,000 shares of
Plantronics common stock.

EXPERTS

The financial statements as of March 31, 1999 and 2000 and for each of
the three years in the period ended March 31, 2000 included in this prospectus
have been so included in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firms as experts in
auditing and accounting.

41
<PAGE> 46

PLANTRONICS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants........................... F-2
Consolidated Balance Sheets................................. F-3
Consolidated Statements of Operations....................... F-4
Consolidated Statements of Stockholders' Equity (Deficit)... F-5
Consolidated Statements of Cash Flows....................... F-6
Notes to Consolidated Financial Statements.................. F-7
</TABLE>

F-1
<PAGE> 47

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Plantronics, Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of stockholders' equity and of
cash flows present fairly, in all material respects, the financial position of
Plantronics, Inc. and its subsidiaries at March 31, 1999 and 2000 and the
results of their operations and their cash flows for each of the three years in
the period ended March 31, 2000 in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Company'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 auditing standards generally
accepted in the United States, 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.

/s/ PRICEWATERHOUSECOOPERS LLP

San Jose, California
April 24, 2000

F-2
<PAGE> 48

PLANTRONICS, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
MARCH 31,
---------------------
1999 2000
-------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.............................. $ 42,999 $ 40,271
Marketable securities.................................. -- 5,038
Accounts receivable, net............................... 46,807 48,481
Inventory.............................................. 18,889 33,752
Deferred income taxes.................................. 3,159 6,721
Other current assets................................... 7,880 1,603
-------- ---------
Total current assets................................. 119,734 135,866
Property, plant and equipment, net........................ 20,323 23,577
Other assets.............................................. 2,811 10,587
-------- ---------
Total assets......................................... $142,868 $ 170,030
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable....................................... $ 9,453 $ 11,447
Accrued liabilities.................................... 33,475 34,330
Income taxes payable................................... 510 11,783
-------- ---------
Total current liabilities............................ 43,438 57,560
Deferred tax liability.................................... 10,025 7,094
-------- ---------
Total liabilities.................................... 53,463 64,654
Commitments and contingencies (note 8)
Stockholders' equity:
Common stock, $0.01 par value per share; 40,000 and
100,000 shares authorized, 16,798 shares and 16,299
shares issued and outstanding......................... 185 192
Additional paid-in capital............................. 91,423 114,739
Accumulated other comprehensive income................. (891) (891)
Retained Earnings...................................... 69,559 134,076
-------- ---------
160,276 248,116
Less: Treasury stock (common: 1,669 and 2,895) at
cost.................................................. (70,871) (142,740)
Total stockholders' equity............................. 89,405 105,376
-------- ---------
Total liabilities and stockholders' equity........... $142,868 $ 170,030
======== =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE> 49

PLANTRONICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
--------------------------------
1998 1999 2000
-------- -------- --------
<S> <C> <C> <C>
Net sales.................................................. $236,112 $286,261 $315,012
Cost of sales.............................................. 108,514 125,698 129,513
-------- -------- --------
Gross profit............................................. 127,598 160,563 185,499
-------- -------- --------
Operating expenses:
Research, development and engineering.................... 17,543 19,521 21,868
Selling, general and administrative...................... 47,682 57,528 70,326
-------- -------- --------
Total operating expenses.............................. 65,225 77,049 92,194
-------- -------- --------
Operating income........................................... 62,373 83,514 93,305
Interest expense, including amortization of debt issuance
costs.................................................... 6,984 5,785 86
Interest income and other income, net...................... (2,243) (3,525) (1,659)
-------- -------- --------
Income before income taxes................................. 57,632 81,254 94,878
Income tax expense......................................... 18,443 26,001 30,361
-------- -------- --------
Income before extraordinary item........................... 39,189 55,253 64,517
Extraordinary item -- retirement of debt, net of taxes
(note 4)................................................. -- 1,049 --
-------- -------- --------
Net income................................................. $ 39,189 $ 54,204 $ 64,517
======== ======== ========
Net income per share: basic
Income before extraordinary item......................... $ 2.38 $ 3.33 $ 3.91
Extraordinary item, net of taxes......................... -- 0.06 --
-------- -------- --------
Basic earnings per common share....................... $ 2.38 $ 3.27 $ 3.91
======== ======== ========
Shares used in basic per share calculations................ 16,481 16,574 16,505
======== ======== ========
Net income per share: diluted
Income before extraordinary item......................... $ 2.15 $ 3.02 $ 3.65
Extraordinary item, net of taxes......................... -- 0.06 --
-------- -------- --------
Diluted earnings per common share..................... $ 2.15 $ 2.96 $ 3.65
======== ======== ========
Shares used in diluted per share calculations.............. 18,223 18,282 17,673
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE> 50

PLANTRONICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK ADDITIONAL OTHER TOTAL
------------------- PAID-IN COMPREHENSIVE RETAINED TREASURY STOCKHOLDERS'
SHARES AMOUNT CAPITAL INCOME EARNINGS STOCK EQUITY
---------- ------ ---------- -------------- -------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT MARCH 31, 1997...... 16,366,212 $171 $ 58,217 $(891) $(23,834) $ (12,781) $ 20,882
---------- ---- -------- ----- -------- --------- --------
Stock option compensation
amortization................. -- -- (225) -- -- -- (225)
Exercise of stock options...... 348,958 3 1,220 -- -- -- 1,223
Income tax benefit associated
with stock options........... -- -- 4,279 -- -- -- 4,279
Purchase of treasury stock..... (317,600) -- -- -- -- (13,162) (13,162)
Sale of treasury stock......... 51,072 -- 325 -- -- 925 1,250
Net income..................... -- -- -- -- 39,189 -- 39,189
---------- ---- -------- ----- -------- --------- --------
BALANCE AT MARCH 31, 1998...... 16,448,642 174 63,816 (891) 15,355 (25,018) 53,436
---------- ---- -------- ----- -------- --------- --------
Exercise of stock options...... 1,056,093 11 5,129 -- -- -- 5,140
Income tax benefit associated
with stock options........... -- -- 21,734 -- -- -- 21,734
Purchase of treasury stock..... (735,593) -- -- -- -- (46,384) (46,384)
Sale of treasury stock......... 29,301 -- 744 -- -- 531 1,275
Net income..................... -- -- -- -- 54,204 -- 54,204
---------- ---- -------- ----- -------- --------- --------
BALANCE AT MARCH 31, 1999...... 16,798,443 185 91,423 (891) 69,559 (70,871) 89,405
---------- ---- -------- ----- -------- --------- --------
Exercise of stock options...... 726,831 7 6,868 -- -- -- 6,875
Income tax benefit associated
with stock options........... -- -- 15,098 -- -- -- 15,098
Purchase of treasury stock..... (1,267,500) -- -- -- -- (72,613) (72,613)
Sale of treasury stock......... 41,097 -- 1,350 -- -- 744 2,094
Net income..................... -- -- -- -- 64,517 -- 64,517
---------- ---- -------- ----- -------- --------- --------
BALANCE AT MARCH 31, 2000...... 16,298,871 $192 $114,739 $(891) $134,076 $(142,740) $105,376
---------- ---- -------- ----- -------- --------- --------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE> 51

PLANTRONICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
---------------------------------
1998 1999 2000
-------- --------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 39,189 $ 54,204 $ 64,517
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization........................ 3,632 4,738 4,272
Deferred income taxes................................ 4,746 3,344 (6,493)
Income tax benefit associated with stock options..... 4,279 21,734 15,098
Other non-cash charges, net.......................... (225) - -
Changes in assets and liabilities:
Accounts receivable, net............................. (4,569) (5,257) (1,674)
Inventory............................................ (9,699) 10,852 (14,863)
Other current assets................................. (865) (6,106) 6,277
Other assets......................................... 1,113 1,313 (119)
Accounts payable..................................... (1,251) 1,126 1,994
Accrued liabilities.................................. 6,188 6,846 855
Income taxes payable................................. (3,293) (5,871) 11,273
-------- --------- --------
Cash provided by operating activities..................... 39,245 86,923 81,137
-------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of marketable securities....... -- -- 3,800
Purchase of marketable securities....................... -- -- (8,800)
Capital expenditures and other assets................... (5,917) (3,806) (15,221)
-------- --------- --------
Cash used for investing activities........................ (5,917) (3,806) (20,221)
-------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Retirement of long-term debt............................ -- (65,050) --
Purchase of treasury stock.............................. (13,162) (46,384) (72,613)
Proceeds from sale of treasury stock.................... 1,250 1,275 2,094
Proceeds from exercise of stock options................. 1,223 5,140 6,875
-------- --------- --------
Cash used for financing activities........................ (10,689) (105,019) (63,644)
-------- --------- --------
Net increase (decrease) in cash and cash equivalents...... 22,639 (21,902) (2,728)
Cash and cash equivalents at beginning of year............ 42,262 64,901 42,999
-------- --------- --------
Cash and cash equivalents at end of year.................. $ 64,901 $ 42,999 $ 40,271
======== ========= ========
SUPPLEMENTAL DISCLOSURES:
Cash paid for:
Interest................................................ $ 6,550 $ 6,525 $ 62
Income taxes............................................ $ 12,439 $ 7,913 $ 13,150
Extraordinary charge on retirement of debt.............. -- $ 1,301 --
NON-CASH FINANCING ACTIVITIES:
Write off of unamortized debt issuance costs............ -- $ 390 --
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE> 52

PLANTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- THE COMPANY:

Plantronics, Inc. ("Plantronics", "we" or "our"), introduced the first
lightweight communications headset in 1962. Since that time, we have become the
world leading designer, manufacturer and marketer of lightweight communications
headset products.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Management's use of estimates and assumptions

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of financial
statements and the reported amounts of sales and expenses during the reporting
period. Actual results could differ from those estimates.

Principles of consolidation

The consolidated financial statements include the accounts of Plantronics
and its subsidiary companies. Intercompany transactions and balances have been
eliminated in consolidation.

Fiscal year

Our fiscal year end is the Saturday closest to March 31. For purposes of
presentation, we have indicated our accounting year ending on March 31. Results
of operations for fiscal years 1998 and 1999 each included 52 weeks, while
fiscal year 2000 included 53 weeks.

Cash, cash equivalents and marketable securities

We consider all highly liquid investments with a maturity of ninety days
or less at the date of purchase to be cash equivalents. Investments maturing
between three and twelve months from the date of purchase are classified as
marketable securities.

Management determines the appropriate classification of debt securities
at the time of purchase and re-evaluates that designation as of each balance
sheet date. As of March 31, 2000, debt securities were classified as
held-to-maturity, as we both intended to, and had the ability to, hold these
securities to maturity. Held-to-maturity securities are stated at amortized
cost, which approximates fair market value. The estimated fair values of cash
equivalents and marketable securities are based on quoted market prices. As of
March 31, 2000, we had $5 million in marketable securities. Our cash and cash
equivalents consist of the following:

<TABLE>
<CAPTION>
MARCH 31,
------------------
1999 2000
------- -------
(IN THOUSANDS)
<S> <C> <C>
Cash................................................ $ 7,427 $ 5,705
Cash equivalents.................................... 35,572 34,566
------- -------
Cash and cash equivalents......................... $42,999 $40,271
======= =======
</TABLE>

F-7
<PAGE> 53
PLANTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Inventory

Inventory is stated at the lower of cost, determined on the first-in,
first-out method, or market.

Depreciation and amortization

Depreciation and amortization of property, plant and equipment are
principally calculated using the straight-line method over the estimated useful
lives of the respective assets. In connection with the acquisition of ClearVox
Communications, goodwill is amortized over ten years and intangible assets are
amortized over three to five years.

Deferred debt issuance costs

Debt issuance costs are assigned to the various debt instruments and
amortized over the shorter of the terms of the respective debt agreements or the
estimated period the debt will be outstanding.

Revenue recognition

Revenue is recognized when products are shipped. We provide for estimated
potential customer returns and warranty costs at the time of shipment.

Concentration of credit risk

Financial instruments that potentially subject Plantronics to
concentrations of credit risk consist principally of cash equivalents,
marketable securities and trade receivables. Our cash investment policies limit
investments to those that are short-term and low risk. Cash equivalents have an
original maturity of ninety days or less; marketable securities have an original
maturity of greater than ninety days, but less than one year. Concentrations of
credit risk with respect to trade receivables are generally limited due to the
large number of customers that comprise our customer base, and their dispersion
across different geographic areas. We perform ongoing credit evaluations of our
customers' financial condition and generally require no collateral from our
customers. We maintain an allowance for uncollectible accounts receivable based
upon expected collectibility of all accounts receivable.

Fair value of financial instruments

The carrying value of our financial instruments, including cash, cash
equivalents, marketable securities, accounts receivable, accrued expenses and
liabilities, approximate fair value due to their short maturities.

Income taxes

We account for income taxes under the liability method, which recognizes
deferred tax assets and liabilities for the expected future tax consequences of
temporary differences between the tax basis of assets and liabilities and their
financial statement reported amounts. We account for tax credits as a reduction
of tax expense in the year in which the credits reduce taxes payable.

Foreign operations and currency translation

We have foreign assembly and manufacturing operations in Mexico, light
assembly, research and development, sales and marketing operations in the United
Kingdom, an international finance, customer service and logistics headquarters
in the Netherlands, an international procurement office in Taiwan, and sales
offices in Canada, Asia, Europe, Australia and South America. For fiscal 1998,
1999 and 2000, the functional currency of all foreign operations was the U.S.
dollar. Accordingly, gains or losses arising from

F-8
<PAGE> 54
PLANTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

the translation of foreign currency statements and transactions are included in
determining consolidated results of operations. Aggregate exchange losses for
fiscal 1998, 1999 and 2000 were $0.2 million, $0.2 million and $0.8 million,
respectively.

Earnings per share

Basic Earnings Per Share ("EPS") is computed by dividing net income
available to common stockholders (numerator -- computed as net income before and
after extraordinary item) by the weighted average number of common shares
outstanding (denominator) during the period. Basic EPS excludes the dilutive
effect of stock options. Diluted EPS gives effect to all dilutive potential
common shares outstanding during a period. In computing diluted EPS, the average
stock price for the period is used in determining the number of shares assumed
to be purchased from exercise of stock options.

Following is a reconciliation of the numerators and denominators of the
basic and diluted EPS:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
--------------------------------------
1998 1999 2000
---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Net income before extraordinary item.................. $39,189 $55,253 $64,517
======= ======= =======
Net income after extraordinary item................... $39,189 $54,204 $64,517
======= ======= =======
Weighted average shares -- basic...................... 16,481 16,574 16,505
Effect of dilutive securities -- employee stock
options............................................. 1,742 1,708 1,168
------- ------- -------
Weighted average shares -- diluted.................... 18,223 18,282 17,673
======= ======= =======
Net earnings per common share -- basic Before
extraordinary item.................................. $ 2.38 $ 3.33 $ 3.91
======= ======= =======
After extraordinary item............................ $ 2.38 $ 3.27 $ 3.91
======= ======= =======
Net earnings per common share -- diluted
Before extraordinary item........................... $ 2.15 $ 3.02 $ 3.65
======= ======= =======
After extraordinary item............................ $ 2.15 $ 2.96 $ 3.65
======= ======= =======
</TABLE>

Comprehensive income

Comprehensive income includes charges or credits to equity that are not
the result of transactions with owners. Total comprehensive income was the same
as net income for all periods presented.

Segment reporting

Statement of Financial Accounting Standards No. 131, "Disclosures About
Segments of an Enterprise and Related Information" ("SFAS 131"), requires that
we report certain information about operating segments in our annual financial
statements. It also establishes standards for related disclosures about products
and services, geographic areas and major customers (see note 9).

Stock based compensation

Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), encourages, but does not require,
companies to record compensation cost for stock-based employee compensation
plans based on the fair value of options granted. We have elected to continue to
account for stock-based compensation using the intrinsic value method prescribed
in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" and related

F-9
<PAGE> 55
PLANTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

interpretations, and to provide additional disclosures with respect to the pro
forma effects of adoption had we recorded compensation expense as provided in
SFAS 123 (see note 10).

Recent accounting pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 establishes new
standards of accounting and reporting for derivative instruments and hedging
activities. In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities -- Deferral of the Effective Date
of FASB Statement No. 133" ("SFAS 137"). SFAS 137 deferred the effective date of
SFAS 133 until fiscal years beginning after June 15, 2000. Should we determine
that such activities are economically beneficial to Plantronics, then we will
adopt SFAS 133 during our year ended March 31, 2002. We did not engage in any
derivative or hedging activities during the fiscal year ended March 31, 2000.

NOTE 3 -- DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS:

<TABLE>
<CAPTION>
MARCH 31,
--------------------
1999 2000
-------- --------
(IN THOUSANDS)
<S> <C> <C>
ACCOUNTS RECEIVABLE:
Accounts receivable from customers........................ $ 49,133 $ 50,625
Allowance for doubtful accounts........................... (2,326) (2,144)
-------- --------
$ 46,807 $ 48,481
======== ========
INVENTORY:
Finished goods............................................ $ 9,425 $ 17,887
Work in process........................................... 1,461 1,540
Purchased parts........................................... 8,003 14,325
-------- --------
$ 18,889 $ 33,752
======== ========
PROPERTY, PLANT AND EQUIPMENT:
Land...................................................... $ 4,693 $ 4,693
Buildings and improvements (useful life 10-30 years)...... 9,923 11,296
Machinery and equipment (useful life 2-8 years)........... 32,853 38,341
-------- --------
47,469 54,330
Less accumulated depreciation............................. (27,146) (30,753)
-------- --------
$ 20,323 $ 23,577
======== ========
ACCRUALS:
Employee benefits......................................... 15,209 15,934
Other..................................................... 18,266 18,396
-------- --------
$ 33,475 $ 34,330
======== ========
</TABLE>

NOTE 4 -- DEBT:

During 1999, we retired $65.1 million of 10% subordinated debentures due
in 2001. We paid a premium to the holders of such debentures, and the
transaction resulted in an extraordinary loss of $1.0 million ($0.06 per diluted
share), net of income tax benefit of $0.7 million. The transaction was paid out
of available cash.

F-10
<PAGE> 56
PLANTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Effective November 29, 1999, we obtained a revolving credit facility with
a major bank for $100 million, including a $10 million letter of credit
subfacility. Both mature in November 27, 2000. Principal outstanding bears
interest at our choice of prime rate minus 1% or LIBOR plus 0.625%, depending on
the rate choice and performance level ratios. There were no borrowings
outstanding under the facility at March 31, 2000. However, at that date $0.8
million associated with inventory purchases and other matters was committed
under the letter of credit subfacility. The revolving credit facility includes
certain covenants that materially limit our ability to incur debt and pay
dividends, among other matters. We were in compliance with the terms of the
covenants as of March 31, 2000.

NOTE 5 -- COMMON AND TREASURY STOCK:

On January 8, 1999, we filed with the Securities Exchange Commission a
Registration Statement on Form S-3 for the sale by certain stockholders in an
underwritten offering of 1,250,000 shares of Common Stock. Plantronics did not
receive any proceeds from this offering, other than approximately $0.8 million
(net of offering expenses) received upon the exercise of options to purchase
443,548 shares of Common Stock by two of the stockholders selling in the
offering. The offering increased outstanding shares by 443,548.

In July 1999, our stockholders approved an increase in the authorized
shares of Common Stock of Plantronics, Inc., to 100,000,000.

During fiscal 1999, the Board of Directors authorized Plantronics to
repurchase an additional 1,000,000 shares of Common Stock. During fiscal 1999,
we repurchased 735,593 shares of Common Stock in the open market at a total cost
of $46.4 million, and through our employee benefit plans, we reissued 29,301
shares for proceeds of $1.3 million.

During fiscal 2000, the Board of Directors authorized Plantronics to
repurchase an additional 1,000,000 shares of Common Stock. During fiscal 2000,
we repurchased 1,267,500 shares of our Common Stock in the open market at a
total cost of $72.6 million, and through our employee benefit plans, we reissued
41,097 shares for proceeds of $2.1 million. As of March 31, 2000, there were
184,907 remaining shares authorized for repurchase under all repurchase plans.
Shares repurchased in fiscal year 2000 that exceeded the additional 1,000,000
shares pertained to authorizations from prior years.

NOTE 6 -- INCOME TAXES:

Income tax expense for fiscal 1998, 1999 and 2000 consisted of the
following:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
-----------------------------
1998 1999 2000
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Federal
Current............................................. $10,109 $18,127 $29,130
Deferred............................................ 4,746 3,344 (6,493)
State................................................. 1,472 1,943 2,419
Foreign............................................... 2,116 2,587 5,305
------- ------- -------
$18,443 $26,001 $30,361
======= ======= =======
</TABLE>

Pre-tax earnings of the foreign subsidiaries were $15.7 million, $24.5
million and $28.1 million for fiscal years 1998, 1999 and 2000, respectively.
Cumulative earnings of foreign subsidiaries that have been permanently
reinvested as of March 31, 2000 totaled $45.3 million.

F-11
<PAGE> 57
PLANTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following is a reconciliation between statutory federal income taxes
and the total provision for taxes on pre-tax income:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
-----------------------------
1998 1999 2000
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Tax expense at statutory rate......................... $20,171 $27,847 $33,208
Foreign operations taxed at different rates........... (4,364) (3,609) (4,422)
State taxes, net of federal benefit................... 1,476 1,263 1,572
Other, net............................................ 1,160 500 3
------- ------- -------
$18,443 $26,001 $30,361
======= ======= =======
</TABLE>

Deferred tax liabilities (assets) represent the tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting and income tax purposes. Significant components of our deferred tax
liabilities and assets are as follows:

<TABLE>
<CAPTION>
MARCH 31,
------------------
1999 2000
------- -------
(IN THOUSANDS)
<S> <C> <C>
Deferred gains on sales of properties....................... $ 2,413 $ 2,350
Deferred state tax.......................................... 793 --
Unremitted earnings of certain subsidiaries................. 7,249 3,357
Other deferred tax liabilities.............................. 1,200 1,773
------- -------
Gross deferred tax liabilities............................ 11,655 7,480
------- -------
Accruals and other reserves................................. (4,122) (6,182)
Deferred state tax.......................................... -- (386)
Other deferred tax assets................................... (667) (539)
------- -------
Gross deferred tax assets................................. (4,789) (7,107)
------- -------
Total net deferred tax liabilities................ $ 6,866 $ 373
======= =======
</TABLE>

NOTE 7 -- EMPLOYEE BENEFIT PLANS:

Subject to eligibility requirements, substantially all domestic employees
participated in our qualified profit sharing and 401(k) plan. Under the plan,
participating employees received quarterly cash, annual cash and annual deferred
profit sharing payments. All other employees, with the exception of direct labor
in Mexico, participated in quarterly cash profit sharing plans. Domestic
employees also had the option of participating in a salary deferral component of
the plan, qualified under Section 401(k) of the Internal Revenue Code. The
profit sharing benefits were based on Plantronics' results of operations before
interest and taxes, adjusted for other items. The percentage of profit
distributed to employees varied by location. The profit sharing was paid in four
quarterly installments, and for qualified associates, one annual cash payment
and an annual deferred payment. Profit sharing payments were allocated to
employees based on each participating employee's base salary as a percent of all
participants' base salaries. The annual profit sharing distributions were made
up of a cash distribution and a tax deferred distribution made to individual
accounts of participants held in trust. The deferred portion was subject to a
two year vesting schedule based on an employee's date of hire. Total annual and
quarterly profit sharing contributions were $6.9 million, $9.4 million and $10.2
million for fiscal 1998, 1999 and 2000, respectively.

Effective March 26, 2000, we amended our qualified profit sharing and
401(k) plan. In the past, this plan compensated associates through one annual
cash payment, four quarterly cash payments and one
F-12
<PAGE> 58
PLANTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

deferred payment -- in fiscal 2000, the total of these payments equaled
approximately 47% of each participating employee's base salary. For fiscal 2001
and thereafter, Plantronics will now offer two separate compensation programs:
quarterly cash profit sharing equal to 5% of quarterly profit for distribution
to qualified associates, and deferred compensation using the 3% "safe harbor"
contribution under the Internal Revenue Code Sections 401(k)(12) and 401(m)(11).
We have also increased the employer matching contribution from 25% under the
prior qualified 401(k) plan to 50% of the first 6% of pay contributed to the
salary deferral plan. With this amendment, the annual cash profit sharing
payment was eliminated and replaced by a 20% increase to our associates base
pay.

NOTE 8 -- COMMITMENTS AND CONTINGENCIES:

Minimum future rental payments

We lease certain equipment and facilities under operating leases expiring
in various years through and after 2005. Minimum future rental payments under
non-cancelable operating leases having remaining terms in excess of one year as
of March 31, 2000 are as follows:

<TABLE>
<CAPTION>
FISCAL YEAR ENDING MARCH 31, AMOUNT
---------------------------- --------------
(IN THOUSANDS)
<S> <C>
2001................................................... $1,226
2002................................................... 506
2003................................................... 408
2004................................................... 408
2005................................................... 408
Thereafter............................................. 3,871
------
Total minimum future rental payments................. $6,827
======
</TABLE>

Rent expense for operating leases was approximately $1.0 million in
fiscal 1998, $1.1 million in fiscal 1999 and $1.1 million in fiscal 2000.

Existence of renewal options

Certain operating leases provide for renewal options for periods from one
to three years. In the normal course of business, operating leases are generally
renewed or replaced by other leases.

Claims and litigation

In the ordinary course of business we are subject to certain litigation,
contingent liabilities and/or claims. Management is not aware of any such
litigation, contingent liabilities or claims against Plantronics that would
materially impact our consolidated financial condition or results of operations.

NOTE 9 -- SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION:

Operating segment

We organize the reporting segments based on geographic areas. The nature
of our products (telecommunications equipment), development, manufacturing,
marketing and servicing are similar in each geographic area. We evaluate segment
performance based on profit or loss from operations before interest expense,
foreign exchange gains and losses and income taxes. No one customer accounted
for 10% or more of total revenue from consolidated sales for fiscal year 1998,
1999 or 2000.

F-13
<PAGE> 59
PLANTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Geographic segments

In geographical reporting, revenues are attributed to the geographical
location of the sales and service organizations. Costs directly and indirectly
incurred in generating revenues are similarly assigned.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
--------------------------------
1998 1999 2000
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
NET REVENUES FROM UNAFFILIATED CUSTOMERS:
United States.................................... $164,074 $198,910 $209,557
International.................................... 72,038 87,351 105,455
-------- -------- --------
$236,112 $286,261 $315,012
======== ======== ========
Intersegment revenues.............................. $ 80,421 $ 92,141 $ 98,749
======== ======== ========
OPERATING PROFIT:
United States.................................... $ 44,831 $ 62,942 $ 61,079
International.................................... 17,542 20,572 32,226
-------- -------- --------
$ 62,373 $ 83,514 $ 93,305
======== ======== ========
LONG LIVED ASSETS:
United States.................................... $ 18,301 $ 17,791 $ 15,371
International.................................... 2,954 2,532 8,206
-------- -------- --------
$ 21,255 $ 20,323 $ 23,577
======== ======== ========
</TABLE>

The geographical reporting classification reflects the international
restructuring completed in fiscal 1997. The establishment of Plantronics B.V., a
wholly-owned subsidiary of Plantronics based in The Netherlands, changed the
ownership of inventory and the methodology of intersegment revenues.
Intersegment revenues are from Plantronics B.V. to the U.S., and are at
arms-length prices sufficient to recover a reasonable profit.

NOTE 10 -- STOCK OPTION PLANS AND STOCK PURCHASE PLANS:

Stock option plan

In September 1993, the Board of Directors approved the PI Parent
Corporation 1993 Stock Plan (the "1993 Stock Plan"). Under the 1993 Stock Plan,
5,459,242 shares of Common Stock (which number is subject to adjustment in the
event of stock splits, reverse stock splits, recapitalization or certain
corporate reorganizations) are reserved cumulatively since inception for
issuance to employees and consultants of Plantronics, as approved by the
Compensation Committee of the Board of Directors and the Stock Plan Committee
(comprised of the CEO and a representative of Finance, Human Resources, and
Legal). The reserved shares include 1,300,000 shares, which were authorized by
the Board of Directors and approved by the stockholders for issuance in fiscal
year 1999. The 1993 Stock Plan, which has a term of ten years, provides for
incentive stock options as well as nonqualified stock options to purchase shares
of Common Stock. The Board of Directors may terminate the 1993 Stock Plan at any
time at its discretion.

Incentive stock options may not be granted at less than 100% of the
estimated fair market value of our Common Stock at the date of grant, as
determined by the Board of Directors, and the option term may not exceed 10
years. For holders of 10% or more of the total combined voting power of all
classes of our stock, incentive stock options may not be granted at less than
110% of the estimated fair market value of the Common Stock at the date of grant
and the option term may not exceed five years. Nonqualified stock options may be
granted at less than fair market value.

F-14
<PAGE> 60
PLANTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Options granted prior to June 1999 generally vest over a four year period
and those options granted subsequent to June 1999 vest over a five year period.
In July 1999, the Stock Plan Committee was authorized to make option grants
pursuant to guidelines approved by the Compensation Committee and subject to
quarterly reporting to the Compensation Committee.

Directors' stock option plan

In September 1993, the Board of Directors adopted a Directors' Stock
Option Plan (the "Directors' Option Plan") and reserved 40,000 shares of Common
Stock for issuance to non-employee directors of Plantronics. The Directors'
Option Plan provides that each non-employee director shall be granted an option
to purchase 4,000 shares of Common Stock on the later of the effective date of
Plantronics' initial public offering or the date on which the person becomes a
new director. Annually thereafter, each continuing non-employee director shall
be automatically granted an option to purchase 1,000 shares of Common Stock. At
the end of fiscal year 2000, options for 51,000 shares of Common Stock were
outstanding under the Directors' Option Plan. All options were granted at fair
market value and generally vest over a four year period.

Stock option activity under the 1993 Stock Plan and the Directors' Stock
Option Plan are as follows:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
SHARES ---------------------------
AVAILABLE WEIGHTED
FOR GRANT SHARES AVERAGE PRICE
--------- ---------- -------------
<S> <C> <C> <C>
Balance at March 31, 1997................... 538,318 3,019,380 $ 7.46
Options Granted............................. (654,500) 654,500 27.37
Options Exercised......................... (348,958) 3.49
Options Cancelled......................... 233,010 (233,010) 18.53
--------- ---------- ------
Balance at March 31, 1998................... 116,828 3,091,912 $11.29
Options Authorized.......................... 1,300,000
Options Granted........................... (666,000) 666,000 55.75
Options Exercised......................... (1,056,093) 4.91
Options Cancelled......................... 184,445 (184,445) 18.55
--------- ---------- ------
Balance at March 31, 1999................... 935,273 2,517,374 $25.19
Options Granted........................... (878,125) 878,125 64.66
Options Exercised......................... (726,831) 9.46
Options Cancelled......................... 35,675 (35,675) 46.19
--------- ---------- ------
Balance at March 31, 2000................... 92,823 2,632,993 $41.64
========= ========== ======
Exercisable at March 31, 2000............... 1,065,457
==========
</TABLE>

F-15
<PAGE> 61
PLANTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Significant option groups outstanding at March 31, 2000 and related
weighted average prices and lives are as follows:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------- -------------------------
NUMBER WEIGHTED NUMBER WEIGHTED
OUTSTANDING AS AVERAGE WEIGHTED EXERCISABLE AS AVERAGE
RANGE OF OF MARCH 31, REMAINING AVERAGE OF MARCH 31, EXERCISE
EXERCISE PRICE 2000 CONTRACTUAL LIFE EXERCISE PRICE 2000 PRICE
---------------- -------------- ---------------- -------------- -------------- --------
<S> <C> <C> <C> <C> <C>
$ 0.90 -- $ 2.74 282,289 3.77 $ 2.53 282,289 $ 2.53
3.13 -- 18.44 440,889 5.73 15.23 392,389 14.83
18.63 -- 26.78 257,096 6.99 21.46 162,413 21.38
34.50 -- 60.00 691,057 8.44 47.03 171,219 39.67
61.13 -- 92.63 961,662 9.17 66.76 57,147 61.57
---------------- --------- ---- ------ --------- ------
$ 0.90 -- $92.63 2,632,993 7.61 $41.64 1,065,457 $19.07
========= ==== ====== ========= ======
</TABLE>

Fair value disclosures

All options in fiscal 1998, 1999 and 2000 were granted at an exercise
price equal to the fair market value of Plantronics' Common Stock at the date of
grant.

The fair value of options at date of grant was estimated using the
Black-Scholes model. The following assumptions were used for 1998: dividend
yield of 0%, an expected life of 5 years, expected volatility of 28% and risk
free interest rate of 5.6%. For 1999 the assumptions were: dividend yield of 0%,
an expected life of 5.6 years, expected volatility of 39% and risk free interest
rate of 5.3%. For 2000 the assumptions were: dividend yield of 0%, an expected
life of 6 years, expected volatility of 42% and a weighted average risk free
interest rate of 5.9%. Based upon those assumptions, the weighted average fair
value at date of grant for options granted during 1998, 1999 and 2000 were
$9.79, $25.25 and $32.66 per share, respectively.

Volatility is a measure of the amount by which a price has fluctuated
over an historical period. The higher the volatility, the more the returns on
the stock can be expected to vary. The risk free interest rate is the rate on a
U.S. Treasury bill or bond that approximates the expected life of the option.

Had compensation expense for Plantronics' stock-based compensation plans
been determined based on the methods prescribed by SFAS 123, our net income and
net income per share would have been as follows:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
-------------------------------------
1998 1999 2000
--------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Net income:
As reported........................................ $39,189 $54,204 $64,517
Pro forma.......................................... $37,381 $51,771 $56,879
Net income per share:
As reported........................................ $ 2.15 $ 2.96 $ 3.65
Pro forma.......................................... $ 2.05 $ 2.83 $ 3.22
</TABLE>

Employee stock purchase plan

On April 23, 1996, the Board of Directors of Plantronics approved the
1996 Employee Stock Purchase Plan (the "ESPP"), which was approved by the
stockholders on August 6, 1996, to provide

F-16
<PAGE> 62
PLANTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

certain employees with an opportunity to purchase Common Stock through payroll
deductions. The plan is a qualified plan under applicable IRS guidelines and
certain highly compensated employees are excluded from participation. Under the
ESPP plan effective through August 1999, the purchase price of the Common Stock
was equal to 95% of the market price of the Common Stock immediately before the
beginning of the applicable participation period and there was a six month
holding period requirement for stock purchased. Under the ESPP plan effective
beginning September 1999, the purchase price of the Common Stock will be equal
to 85% of the market price of the Common Stock immediately before the beginning
of the applicable participation period and there is no required holding period.
Each participation period is six months long.

During fiscal 1998, 2,021 shares were issued under the plan. The fair
value of the employee's purchase rights was estimated using the Black-Scholes
model with the following assumptions: dividend yield of 0%, an expected life of
six months, expected volatility of 28%, and risk free interest rates of 5.6%.
The weighted-average fair value of these purchase rights granted in fiscal 1998
was $4.85.

During fiscal 1999, 2,531 shares were issued under the plan. The fair
value of the employee's purchase rights was estimated using the Black-Scholes
model with the following assumptions: dividend yield of 0%, an expected life of
six months, expected volatility of 39%, and risk free interest rate of 4.6%. The
weighted-average fair value of these purchase rights granted in fiscal 1999 was
$5.92.

During fiscal 2000, 12,731 shares were issued under the plan. The fair
value of the employee's purchase rights was estimated using the Black-Scholes
model with the following assumptions: dividend yield of 0%, an expected life of
six months, expected volatility of 42%, and risk free interest rate of 6.1%. The
weighted-average fair value of these purchase rights granted in fiscal 2000 was
$11.39.

Senior executive stock ownership plan

In November 1996, the Board of Directors approved a Senior Executive
Stock Purchase Plan, effective January 1, 1997, to encourage ownership of our
Common Stock by senior executives. This is a voluntary plan in which executives
are encouraged to participate and achieve a target ownership over a five year
period in annual increments of 20% of target or more. The target ownership is
equal to two times the Chief Executive Officer's base salary and one times the
individual Vice Presidents' base salary. To encourage participation, we will
sell our Treasury Stock to executives under this voluntary purchase program. The
price will be equal to the greater of: 95% of the price set by the Board of
Directors on an annual basis or 85% of the fair market value of the stock on the
date of transaction. The various vehicles that are available to executives to
obtain ownership of Plantronics' stock are as follows: 401(k) Plan
contributions, personal IRA account purchases, Deferred Compensation Plan
contributions, outright purchase of stock or exercising and holding vested stock
options. The discounted price is not applicable to exercising and holding of
vested stock options.

F-17
<PAGE> 63
DESCRIPTION OF INSIDE FRONT COVER

Caption: "Plantronics Headsets Go Anywhere!"

Photograph: Male at a work station and speaking on a headset.
Subcaption: "In the Office"

Photograph: Male holding a baby and speaking on a headset.
Subcaption: "At Home"

Photograph: Female walking on the street and speaking on a headset.
Subcaption: "On the Go"

Caption: "Great Sound"
Caption: "Comfortable Calls"
Caption: "Hands-Free Safety"

DESCRIPTION OF INSIDE BACK COVER

Photograph: Male wearing headset.
Subcaption: "OFFICE HEADSETS FOR OFFICE & CALL CENTER
Headsets and telephone headset systems designed for home office,
office and call center environments."

Caption: "OFFICE & CALL CENTER"

Graphic: Picture of SUPRA(R) headset.
Subcaption: "Supra(R) One of our most popular headsets."

Graphic: Picture of Duoset(R) headset.
Subcaption: "Duoset(R) Convertible, stable and convenient."

Graphic: Picture of Tristar(R) headset.
Subcaption: "Tristar(R) Feather-light, with an acoustic seal engineered for
optimum sound and quality."

Graphic: Picture of Encore(R) headset.
Subcaption: "Encore(R) Features tone control and a powerful noise-canceling
design."

Graphic: Picture of CS10 headset amplifier system.
Subcaption: "CS10 Cordless system for hands-free, mobile conversations."

Graphic: Picture of S20 headset amplifier.
Subcaption: "S20 Integrated design fits under the phone to optimize desk
space."

Caption: "MOBILE"

Photograph: Female wearing headset.
Subcaption: "MOBILE HEADSETS FOR CORDLESS & MOBILE
Headsets made especially for use with cordless and mobile phones at
home, in the office or on the road."

Graphic: Picture of M120 headset.
Subcaption: "M120 Lightweight comfort for hands-free conversations."

Graphic: Picture of M130 headset.
Subcaption: "M130 Padded, comfort-adjusted ear stabilizer ensures a perfect
fit."

Graphic: Picture of M140 headset.
Subcaption: "M140 Unique in-the-ear style for optimum sound quality."

Graphic: Picture of M170 headset.
Subcaption: "M170 Maximum versatility with both headband and over-the-ear
configurations."

Graphic: Picture of in-line volume and mute control unit.
Subcaption: "Some models available with in-line volume and mute control."

Caption: "COMPUTER"

Photograph: Male wearing a headset at a computer work station.
Subcaption: "COMPUTER HEADSETS FOR COMPUTERS Headsets for a wide range of
multimedia computing requirements. A full line of products for
computer games, listening to music, voice chat, speech recognition
software and other multi-media applications."

Caption: "COMPUTER AUDIO"

Graphic: Picture of SR1 headset.
Subcaption: "SR1 PC Headset The solution for speech recognition software,
telephony, or office multimedia applications."

Graphic: Picture of LS1 headset.
Subcaption: "LS1 PC Headset All of the benefits of the SR1, and includes stereo
sound, volume control and microphone on/off switch."

Graphic: Picture of HS1 headset.
Subcaption: "HS1 PC Headset Immerse yourself in the computer game experience.
High-fidelity stereo speakers, volume control and retractable
boom."

Graphic: Picture of CAT132 headset.
Subcaption: "CAT132 PC Headset A convenient, portable computer headset, ideal
for computer telephony or other office multimedia applications."

[COMPANY LOGO]
<PAGE> 64

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

1,000,000 SHARES

PLANTRONICS LOGO

COMMON STOCK

---------------------

PROSPECTUS
---------------------

MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
CHASE H&Q
MCDONALD INVESTMENTS INC.
HOEFER & ARNETT INCORPORATED

, 2000

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 65

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 14: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of Common Stock being registered. All amounts are estimates except
the registration fee and the NASD filing fee, which are rounded to the nearest
dollar.

<TABLE>
<CAPTION>
AMOUNT TO
BE PAID
---------
<S> <C>
Registration Fee............................................ $ 27,001
NASD Filing Fee............................................. 10,728
Printing.................................................... 100,000
Legal Fees and Expenses..................................... 175,000
Accounting Fees and Expenses................................ 75,000
Transfer Agent Fees......................................... 2,000
Miscellaneous............................................... 5,271
--------
Total..................................................... $395,000
========
</TABLE>

ITEM 15: INDEMNIFICATION

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 the Registrant's Certificate of Incorporation and
Article V of the Registrant's By-laws provide for indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by the Delaware General Corporation Law. The Registrant has also entered into
Indemnification Agreements with its officers and directors.

In addition, the Registrant is party to a Registration Agreement with
Citicorp Venture Capital, Ltd. and certain other stockholders, officers, and
directors. The Registration Agreement grants certain holders of the Registrant's
common stock, including the selling stockholder, the right to demand
registration of their shares, and to participate in other registrations which
the Registrant may undertake. The Registrant filed this registration statement
with the SEC in order to fulfill its contractual obligations under the
Registration Agreement. Under the Registration Agreement, the Registrant has
agreed to indemnify the selling stockholder, and the selling stockholder has
agreed to indemnify the Registrant, against certain liabilities in connection
with this offering.

II-1
<PAGE> 66

ITEM 16: EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT
------- --------
<C> <S>
1.1 Form of Purchase Agreement.
4.1 Amended and Restated Registration Agreement dated December
29, 1989, as amended, between the Registrant and certain
stockholders of the Registrant (incorporated by reference to
Exhibit 10.1 to the Registrant's Registration Statement on
Form S-3, Reg. No. 333-67781, filed November 23, 1998).
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to Legality of Securities Being Registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2* Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
27.1* Financial Data Schedule.
</TABLE>

------------

* Filed on May 25, 2000.

ITEM 17: UNDERTAKINGS

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned registrant hereby undertakes that:

For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this Registration Statement as of the time it was declared
effective; and

For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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.

II-2
<PAGE> 67

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-3 and has duly caused this
Amendment No. 1 to 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 June 5, 2000.

PLANTRONICS, INC.

By: /s/ KEVIN GOODWIN
------------------------------------
Name Kevin Goodwin
Title Vice President -- Legal,
General Counsel and
Secretary

Pursuant to the requirements of the Securities Act, this Amendment No. 1
to 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/ S. KENNETH KANNAPPAN* Chief Executive Officer, June 5, 2000
----------------------------------------------------- President and Director
S. Kenneth Kannappan (Principal Executive Officer)

/s/ BARBARA V. SCHERER* Senior Vice President -- June 5, 2000
----------------------------------------------------- Finance & Administration, and
Barbara V. Scherer Chief Financial Officer
(Principal Financial Officer,
Principal Accounting Officer)

/s/ MARV TSEU* Chairman of the Board of June 5, 2000
----------------------------------------------------- Directors
Marv Tseu

Director ___________
-----------------------------------------------------
Robert F.B. Logan

/s/ M. SALEEM MUQADDAM* Director June 5, 2000
-----------------------------------------------------
M. Saleem Muqaddam

/s/ JOHN MOWBRAY O'MARA* Director June 5, 2000
-----------------------------------------------------
John Mowbray O'Mara

/s/ TRUDE C. TAYLOR* Director June 5, 2000
-----------------------------------------------------
Trude C. Taylor

/s/ DAVID A. WEGMANN* Director June 5, 2000
-----------------------------------------------------
David A. Wegmann

*By: /s/ KEVIN GOODWIN
------------------------------------------------
Kevin Goodwin,
Attorney-in-Fact
</TABLE>

II-3
<PAGE> 68

EXHIBIT INDEX

------------

* Filed on May 25, 2000.