Form S-8 Inducement Awards
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Plantronics,
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
77-0207692
|
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification Number)
|
345
Encinal Street
Santa
Cruz, California 95060
(Address
of Principal Executive Offices including Zip Code)
Individual
Restricted Stock Purchase Agreement
Individual
Stock Option Agreements
(Full
title of the plan)
S.
Kenneth Kannappan
Chief
Executive Officer and President
Plantronics,
Inc.
345
Encinal Street
Santa
Cruz, California 95060
(831)
426-5858
(Name,
address and telephone number of agent for service)
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities to be Registered
|
Amount
to be Registered(1)
|
Proposed
Maximum Offering Price per Share
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee
|
|
Common
Stock, $0.01 par value (2)
|
5,000
(3)
shares
|
$0.01
|
$50.00
|
$0.01
|
|
Common
Stock, $0.01 par value (2)
|
140,000
(4)
shares
|
$33.70(5)
|
$4,718,000
|
$555.31
|
(1)
This
registration statement also shall cover any additional shares of Registrant’s
common stock that become issuable under the restricted stock purchase agreement
(the “RSPA”) or the stock option agreements (the “Stock Option Agreements”)
listed in this registration statement by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without the
Registrant’s receipt of consideration that results in an increase in the number
of the Registrant’s outstanding shares of common stock.
(2)
Each
share of common stock includes a right to purchase one one-thousandth of a
share
of Series A Participating Preferred Stock.
(3)
Represents 5,000 shares to be issuable upon purchase of shares pursuant to
the
Restricted Stock Purchase Agreement as a material inducement of employment
in
connection with the registrant’s acquisition of Altec Lansing Technologies, Inc.
(“Altec”).
(4)
Represents 140,000 shares issuable pursuant to individual stock option
agreements, which options will be granted as a material inducement of employment
to former employees of Altec in connection with the registrant’s acquisition of
Altec.
(5)
Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as
amended, solely for the purpose of calculating the total registration fee.
Computation based on the average of the high and low reported prices of the
Common Stock as reported on the New York Stock Exchange on August 12, 2005,
because the exercise prices for the options to be granted in the future and
the
prices at which the shares will be purchased in the future are not currently
determinable.
PLANTRONICS,
INC.
REGISTRATION
STATEMENT ON FORM S-8
On
or
about August 18, 2005, the registrant will complete its acquisition of Altec
Lansing Technologies, Inc. (“Altec”). The registrant has prepared this
registration statement in accordance with the requirements of Form S-8 under
the
Securities Act to register 5,000 shares of the registrant’s common stock
(“Common Stock”) issuable upon the purchase of shares pursuant to a Restricted
Stock Purchase Agreement entered into as a material inducement of employment
to
a former employee of Altec in connection with the registrant’s acquisition of
Altec. This registration statement also covers up to 140,000 shares of Common
Stock issuable pursuant to individual stock option agreements in the forms
filed
herewith as Exhibits 99.2 and 99.3 (the “Stock Option Agreements”), which
options will be granted as
a
material inducement of employment to former employees of Altec in connection
with the registrant’s acquisition of Altec. Specifically,
a total of up to 140,000 options will be granted to Craig Boelsen, Daniel
Charbit, Stephen Cotter, Rocco Di Domenico, Laurie Dennis, Julius Egyud,
Mark Foster, Robert Garthwaite, Jr., Frederick Heal, III, Richard
Hellar,Toshihide Hokari, Richard Horner, Larry Johnson, Eric
Langberg, Floyd Merrey, Carla Nolan, Cindy Peters, Bruce Reynolds, Roland
Rice, John Sexton, Eran Schul, Gary Schultz, and Lori
Tremer-Huey.
PART
II
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
ITEM
3.
INFORMATION AND DOCUMENTS INCORPORATED BY REFERENCE
The
following documents and information heretofore filed with the Securities and
Exchange Commission are hereby incorporated by reference:
ITEM
3(a)
The
Registrant's Annual Report on Form 10-K for the year ended April 2, 2005, filed
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on May 31, 2005.
ITEM
3(b)
The
Registrant's Current Report on Form 8-K, which was filed on June 7,
2005.
The
Registrant's Current Report on Form 8-K, which was filed on July 11,
2005.
The
Registrant's Current Report on Form 8-K, which was filed on July 15,
2005.
The
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005,
filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), on August 10, 2005
ITEM
3(c)
Item
1 of
the Registrant's Registration Statement on Form 8-A filed pursuant to Section
12(g) of the Exchange Act, filed on December 20, 1993, as amended on January
14,
1994, and November 7, 1997 (which in turn incorporate by reference the
description of the Registrant's Common Stock set forth in the Registrant's
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 December 27, 1993, and Amendment No. 3, filed on January 18, 1994).
The
description of the Registrant's preferred share purchase rights contained in
its
registration statement on Form 8-A, filed on March 29, 2002.
All
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM
4.
DESCRIPTION OF SECURITIES.
Not
applicable.
ITEM
5.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not
applicable.
ITEM
6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section
145 of the Delaware General Corporation Law ("DGCL") 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 Bylaws provide for indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by the DGCL. The Registrant has also entered into Indemnification Agreements
with its officers and directors.
ITEM
7.
EXEMPTION FROM REGISTRATION CLAIMED.
Not
applicable
ITEM
8.
EXHIBITS.
5.1
Opinion
of counsel as to the legality of securities being registered.
23.1
Consent
of counsel (contained in Exhibit 5.1).
23.2
Consent
of PricewaterhouseCoopers LLP, Independent Accountants.
24.1
Power
of
Attorney (see signature page).
99.1 Form
of
Restricted Stock Purchase Agreement
99.2
Form
of
Stock Option Agreement
99.3 Form
of
Stock Option Agreement
ITEM
9.
UNDERTAKINGS.
(a)
The
undersigned Registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(2)
That,
for the purpose of determining any liability under the Securities Act, each
such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof;
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b)
The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities Act
may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Santa Cruz, State of California, on August 17, 2005.
PLANTRONICS,
INC.
_/s/
Ken Kannappan
By:
S.
Kenneth Kannappan, Chief Executive Officer and President
POWER
OF ATTORNEY
KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Barbara V. Scherer and Richard R. Pickard, jointly
and
severally, as his or her attorneys-in-fact, with full power of substitution
in
each, for him or her in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed below by the following persons in the capacities and on the
date
indicated.
SIGNATURES
|
Signature
|
Title
|
Date
|
|
/s/
Ken Kannappan
(Ken
Kannappan)
|
President,
Chief Executive Officer and Director (Principal Executive Officer)
|
August
17, 2005
|
|
/s/
Barbara Scherer
(Barbara
Scherer)
|
Senior
Vice President and Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
|
August
17, 2005
|
|
/s/
Marv Tseu
(Marv
Tseu)
|
Chairman
of the Board and Director
|
August
17, 2005
|
|
/s/
Gregory Hammann
(Greggory
Hammann)
|
Director
|
August
17, 2005
|
|
/s/
Marshall Mohr
(Marshall
Mohr)
|
Director
|
August
17, 2005
|
|
______________
(Trude
Taylor)
|
Director
|
August
17, 2005
|
|
/s/
Roger Wery
(Roger
Wery)
|
Director
|
August
17, 2005
|
INDEX
TO EXHIBITS
|
5.1
|
Opinion
of counsel as to the legality of securities being registered.
|
|
23.1
|
Consent
of counsel (contained in Exhibit 5.1).
|
|
23.2
|
Consent
of PricewaterhouseCoopers LLP, Independent Accountants.
|
|
24.1
|
Power
of Attorney (see signature page).
|
|
99.1
|
Form
of Restricted Stock Purchase Agreement
|
|
99.2
|
Form
of Stock Option Agreement
|
|
99.3
|
Form
of Stock Option Agreement
|