As filed with the Securities and Exchange Commission on October 25, 1996.
Registration No. 333-__________
DELAWARE 77-0207692
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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Copies to:
Henry P. Massey, Jr., Esq.
David C. Drummond, Esq.
Eric John Finseth, Esq.
Bradley A. Bugdanowitz
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
415-493-9300
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ----------------------------------------------------------------------------------------------
Common Stock,
$.01 par value 383 shares(1) $36.57 $ 14,006.31 --
Common Stock,
$.01 par value 519,617 shares(2) $39.68(3) $20,618,402.56 --
------- --------- -------------- ---------
TOTAL ..... 520,000 shares -- $20,632,408.87 $6,252.25
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(1) For the sole purpose of calculating the registration fee, the number of shares to be registered under this Registration Statement has been broken down into two sub-totals, indicated by footnotes (1) and (2), respectively. This sub-total indicated by footnote (1) represents an estimated 383 shares issuable upon exercise of options under the 1996 Employee Stock Purchase Plan (the "Purchase Plan") at the end of the Purchase Plan's six-month "offering period" commencing September 1, 1996. Based on currently anticipated employee payroll deductions toward purchases under the Purchase Plan for such offering period, and based on an exercise price of $36.57 applicable to purchases made at the end of such offering period, the Registrant estimates that approximately 383 shares of its Common Stock will be purchased pursuant to the Purchase Plan at the end of such offering period. Purchases in subsequent six-month offering periods under the Purchase Plan are not known.
(2) This subtotal represents the sum of: (i) shares issuable upon exercise of
options that have not yet been granted with respect to the additional 490,000
shares and 10,000 shares which have become issuable, pursuant to Board of
Directors and stockholder approval, under the 1993 Stock Plan (the "Stock Plan")
and the 1993 Director Stock Option Plan (the "Director Plan"), respectively, and
(ii) 19,617 shares that are anticipated to be issuable upon the exercise of
options to be granted in future offering periods under the Purchase Plan. The
total number of shares reserved for issuance under the Purchase Plan is 20,000,
of which the Registrant anticipates that 383 shares of Common Stock will be
issuable upon the exercise of options with respect to the first offering period
under the Purchase Plan.
(3) 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. The average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on October 18, 1996 was $39.75. Because option exercises under the Purchase Plan will be at a price equal to 95% of the market trading price at the beginning of the applicable offering period under the Purchase Plan, the $39.68 estimated Proposed Maximum Offering Price Per Share has been calculated as a weighted average of the 500,000 additional shares issuable under the Stock Plan and Director Plan (exercisable at 100% of fair market value on the date of grant) and the 19,617 shares anticipated to be issuable under the Purchase Plan with respect to future offering periods (exercisable at 95% of fair market value at the beginning of the offering period).
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION 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 fiscal year ended March 30, 1996, filed on June 27, 1996 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
ITEM 3(b)
The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 29, 1996, filed on August 14, 1996, as amended by Amendment Number 1 to such Quarterly Report on Form 10-Q/A, filed on August 28, 1996 pursuant to Section 13 of the Exchange Act.
ITEM 3(c)
The description of the Company's Common Stock as set forth in the Company's Registration Statement on Form S-1, Registration Number 33-70744, filed on October 20, 1993, as amended by Amendment Number 1, filed on November 30, 1993, Amendment Number 2, filed on December 27, 1993, and Amendment Number 3, filed on January 18, 1994.
Item 1 of the Registrant's Registration Statement on Form 8-A,
filed on December 20, 1993, as amended by Amendment No. 1 to such
Registration Statement on Form 8-A/A, filed on January 14, 1994
pursuant to Section 12 of the Exchange Act.
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 authorizes a court to award, or a corporation's Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Securities Act"). 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. In addition, the Registrant has entered into Indemnification Agreements with its officers and directors. Reference is also made to certain Underwriting Agreements (Exhibits 1.1 and 1.2 to the Company's Registration Statement No. 33-70744 on Form S-1), which provide for the indemnification of officers, directors and controlling persons of the Registrant against certain liabilities. A registration rights agreement entered into by the Registrant and certain holders (the "Holders") of its Common Stock (including certain of the Selling Stockholders), provides for cross-indemnification of the Holders and the Registrant, its officers and directors for certain liabilities arising under the Securities Act or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Document
------ --------
4.1(1) 1993 Stock Plan.
4.2 Amendment effective as of April 23, 1996 to the 1993 Stock
Plan.
4.3(2) 1993 Director Stock Option Plan.
4.4 Amendment effective as of April 23, 1996 to the 1993 Director
Stock Option Plan.
4.5 1996 Employee Stock Purchase Plan.
5.1 Opinion of Counsel as to Legality of Securities Being
Registered.
24.1 Consent of Independent Accountants (see page 8).
24.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
25.1 Power of Attorney (see page 6).
- --------------------
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(1) Exhibit No. 4.1 is incorporated by reference to Exhibit 10.1 filed with the Registrant's Registration Statement on Form S-1, No. 33-70744.
(2) Exhibit No. 4.3 is incorporated by reference to Exhibit 10.29 filed with the Registrant's Registration Statement on Form S-1, No. 33-70744.
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 to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (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.
C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to 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, the Registrant, Plantronics, Inc., a corporation organized and existing under the laws of the State of Delaware, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Cruz, State of California, on October 14, 1996.
PLANTRONICS, INC.
By: /s/ Robert S. Cecil
---------------------------
Robert S. Cecil, President
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert S. Cecil and John A. Knutson, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert S. Cecil Chairman of the Board, Chief October 14, 1996
- ----------------------------- Executive Officer, and President
(Robert S. Cecil) (Principal Executive Officer)
/s/ Daniel A. Gaudreau Vice President -- Finance and October 14, 1996
- ------------------------------ Administration, and Chief Financial
(Daniel A. Gaudreau) Officer (Principal Financial
Officer, Principal Accounting Officer)
/s/ Richard D. Banziger Director October 14, 1996
- ---------------------------
(Richard D. Banziger)
/s/ M. Saleem Muqaddam Director October 14, 1996
- ----------------------
(M. Saleem Muqaddam)
/s/ John Mowbray O'Mara Director October 14, 1996
- -----------------------
(John Mowbray O'Mara)
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/s/ Trude C. Taylor Director October 14, 1996 - ---------------------------- (Trude C. Taylor) /s/ J. Sidney Webb Director October 14, 1996 - ---------------------------- (J. Sidney Webb) /s/ David A. Wegmann Director October 14, 1996 - ------------------------- (David A. Wegmann) |
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 19, 1996, which appears on page 24 of the 1996 Annual Report to Shareholders of Plantronics, Inc., which is incorporated by reference in Plantronics, Inc.'s Annual Report on Form 10-K for the year ended March 31, 1996.
/s/ PRICE WATERHOUSE LLP Price Waterhouse LLP San Jose, California October 21, 1996 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Registration Statement on Form S-8
PLANTRONICS, INC.
October 25, 1996
INDEX TO EXHIBITS
Exhibit Number Document ------ -------- 4.2 Amendment effective as of April 23, 1996 to the 1993 Stock Plan. 4.4 Amendment effective as of April 23, 1996 to the 1993 Director Stock Option Plan. 4.5 1996 Employee Stock Purchase Plan. 5.1 Opinion of Counsel as to Legality of Securities Being Registered. 24.1 Consent of Independent Accountants (see page 8). 24.2 Consent of Counsel (contained in Exhibit 5.1 hereto). 25.1 Power of Attorney (see page 6). |
EXHIBIT 4.2
EXHIBIT A
The 1993 Stock Plan (the "Plan") is amended effective as of April 23, 1996, as follows:
First: Section 3 of the Plan is amended to read in its entirety as follows:
Stock Subject to the Plan. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 2,079,621 Shares.(1) The Shares may be authorized, but unissued, or reacquired Common Stock, or both.
If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. However, should the Company reacquire Shares which were issued pursuant to the exercise of an Option, such Shares shall not become available for future grant under the Plan.
Second: Section 9(b) of the Plan is amended to read in its entirety as follows:
Termination of Employment. This entire paragraph being subject to the
terms of an individual Optionee's employment agreement with the Company and to
the terms of option agreements with respect to Options granted before April 23,
1996, upon termination of an Optionee's Continuous Status as an Employee or
Consultant, the Optionee may exercise his or her Option within sixty (60) days
from the date of termination. If, on the date of termination, the Optionee is
not entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within such sixty
(60) day period, the Option shall terminate, and the shares covered by such
Option shall revert to the Plan.
EXHIBIT 4.4
EXHIBIT A
The 1993 Director Stock Option Plan (the "Director Plan") is amended effective as of April 23, 1996, as follows:
Section 3 of the Director Plan is amended to read in its entirety as follows:
Stock Subject to the Plan. Subject to the provisions of Section 10 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 30,000 Shares(1) (the "Pool") of Common Stock. The Shares may be authorized but unissued, or reacquired Common Stock.
If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan.
EXHIBIT 4.5
PLANTRONICS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the 1996 Employee Stock Purchase Plan of Plantronics, Inc.
1. PURPOSE
The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company. It is the intention of the Company to qualify this Plan as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended, and to receive full benefits of this qualification for the Company and the Plan Participants. The provisions of the Plan shall accordingly be construed so as to extend and limit participation in a manner consistent with any and all requirements of Section 423 of the Code.
2. DEFINITIONS
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" shall mean the Common Stock of the Company.
(d) "Company" shall mean Plantronics, Inc., a Delaware Corporation.
(e) "Compensation" shall mean all regular gross earnings of an Employee, excluding payments for overtime, shift premium, incentive compensation, bonus, commission, car allowance, profit-sharing and other earnings.
(f) "Continuous Employment" shall mean continuous service as an Employee without termination, resignation, or other interruption. In the case of a leave of absence pursuant to a written policy of the Company, and provided such leave is for a period of less than ninety (90) days or re-employment is guaranteed upon the expiration of such leave, employment will be deemed to be continuous.
(g) "Contributions" shall mean all payroll deduction amounts credited to the account of a Participant under the Plan for an Offering Period.
(h) "Designated Subsidiaries" shall mean the Subsidiaries of the Company that have been designated by the Board, in its sole discretion, as eligible to participate in the Plan. Designation may be amended by the Board from time to time or from one Offering Period to another.
(i) "Employee" shall mean any person who is customarily employed for at least twenty (20) hours per week and more than 5 months in a calendar year by the Company or one of its Designated Subsidiaries, and who meets all requirements to be an Employee of the Company under section 423 of the Code.
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
(k) "Exercise Date" shall mean the last market trading day of each Offering Period of the Plan.
(l) "Exercise Price" shall mean 95% of the closing price of the Company's Common Stock for the last market trading day preceding the commencement of the Offering Period.
(m) "Holding Period" shall mean a period of six calendar months beginning on the Exercise Date during which shares purchased by the Participant under the Plan may not be sold, traded, transferred, pledged or otherwise hypothecated and these shares are held by the Company in the Participant's account.
(n) "Highly Compensated Employee" shall mean any Employee who, as of the last day of the prior fiscal year of the Company is considered to be a "highly compensated employee" within the meaning of Section 414(q) of the Code.
(o) "Offering Date" shall mean the first business day of each Offering Period of the Plan.
(p) "Offering Period" shall mean a period of six calendar months commencing on the Offering Date.
(q) "Participant" shall mean any Employee of the Company or a Designated Subsidiary who qualifies to be eligible for the Plan under paragraph 3 and who provides the Company with a written subscription agreement to participate in the Plan during the Offering Period.
(r) "Plan" shall mean this Plantronics, Inc. 1996 Employee Stock Purchase Plan.
(s) "Subsidiary" shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, regardless of whether such Subsidiary now exists or is hereafter organized or acquired by the Company or a Subsidiary.
3. ELIGIBILITY FOR PARTICIPATION
(a) An Employee who has provided the Company with Continuous Employment for ninety (90) days as of the Offering Date of a given Offering Period shall be eligible to participate in such Offering Period under the Plan.
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
(b) An Employee who is a Highly Compensated Employee as of the Offering Date of a given Offering Period shall not be eligible to participate in such Offering Period under the Plan.
(c) No Employee shall be granted an option under the Plan if:
(i) Immediately after the grant, the Employee would own stock and/or hold outstanding options to purchase stock representing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any subsidiary of the Company, by virtue of current holdings or attribution under Section 424(d) of the Code; or
(ii) The grant would provide the Employee, at any time, with the right to purchase stock under all Company and Subsidiary employee stock purchase plans at a rate that exceeds Twenty-Five Thousand Dollars ($25,000) of the fair market value of such stock, as determined at the time such option is granted, for each calendar year in which such option is outstanding.
4. OFFERING PERIODS
The Plan shall be implemented using a series of Offering Periods, with a new Offering Period commencing on or around March 1 and September 1 of each year, or at such other time or times as may be determined by the Board.
The Plan shall continue until terminated in accordance with paragraph 20 hereof. The Board shall have the power to change the duration and/or frequency with respect to future Offering Periods without shareholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected.
5. PARTICIPATION
(a) An eligible Employee may become a Participant in the Plan by completing and filing a subscription agreement with the Company's Human Resource Department prior to the applicable Offering Date, unless a later time for filing the subscription agreement is set by the Board for all eligible Employees with respect to a given Offering Period.
The subscription agreement shall set forth the percentage of the Participant's Compensation to be withheld as a Contribution during the Offering Period.
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
(b) Payroll deductions of Contributions shall commence on the first payroll following the Offering Date and shall end on the last payroll paid on or prior to the Exercise Date to which the subscription agreement is applicable, unless terminated sooner as provided under paragraph 11.
6. CONTRIBUTION METHOD
(a) Under the subscription agreement, the Participant shall elect to have payroll deductions made from each payroll during the Offering Period in an amount not less than one percent (1%) and not more than ten percent (10%) of such Participant's Compensation on each such payday. Contribution deductions are a reduction of the Participant's net payroll check amount. All payroll deductions shall be credited to the Participant's account under the Plan. A Participant may not make any additional payments into such account.
(b) A Participant may discontinue participation in the Plan at any time during the Offering Period, as provided under paragraph 11.
(c) On one occasion during the Offering Period, the Participant may decrease (but not increase) the rate of Contribution during the Offering Period by completing and filing a new subscription agreement. The rate change shall be effective as soon as possible within the Offering Period.
(d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b) of the Code and paragraph 3(c) herein, a Participant's payroll deductions may be decreased to 0% at such time during any Offering Period.
7. OPTION GRANT
On the Offering Date of each Offering Period, each Participant shall be granted an option to purchase a number of shares of the Company's Common Stock on the Exercise Date. The number of shares to be purchased is determined by dividing such Participant's Contributions accumulated during the Offering Period prior to such Exercise Date by the Exercise Price, up to the maximum number of shares determined in paragraphs 3(c) and 13 hereof; provided, however, that the maximum number of shares of Common Stock that a Participant may purchase during an Offering Period shall be five hundred (500) shares (or such other number as the Board may specify).
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
8. OPTION EXERCISE
Unless the Participant withdraws from the Plan as provided in paragraph 11, the Participant's option to purchase shares will be exercised automatically on the Exercise Date of the Offering Period and the maximum number of full shares subject to option will be purchased at the Option Price with the accumulated Contributions of the Participant for the Offering Period. A Participant's option to purchase shares herein is not exercisable except by the Participant.
Any cash remaining to the credit of the Participant's account under the Plan after purchase of shares at the end of the Offering Period, which is insufficient to purchase a full share of Common Stock, shall be returned to the Participant (or his beneficiaries as outlined in paragraph 15).
Shares purchased shall be issued subject to the Holding Period, as described in paragraph 9.
Fees and/or commissions related to the purchase of shares shall be paid by the Company.
9. HOLDING PERIOD
Shares purchased by the Participant will be held in the Participant's account pursuant to the Plan for the duration of a six (6)-month Holding Period.
The Holding Period will commence on the first day following the Exercise Date and end after six calendar months on or around March 1 or September 1, whichever is sooner after the Exercise Date. Upon completion of the Holding Period, the relevant shares will be transferred to the Participant.
Notwithstanding the foregoing, the Holding Period shall lapse in the event of a sale of all or substantially all of the Company's assets or a merger with or into another corporation.
10. DELIVERY
As promptly as practicable after the Offering Period, the Company shall arrange the return of any and all excess Contributions, as described in paragraphs 8 and 13(b), to the Participant.
11. WITHDRAWAL AND RETURN OF CONTRIBUTIONS
(a) A Participant may withdraw all, but not less than all, Contributions credited to his or her account under that Plan at any time prior to the Exercise Date of the Offering Period by giving written
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
notice to the Company. All of the Participant's Contributions credited to the account will be paid as soon as possible after receipt of notice of withdrawal.
Upon notice of withdrawal, the Participant's option for the Offering Period will be automatically terminated and no further Contributions for the purchase of shares will be made during the Offering Period.
(b) Upon termination of the Participant's Continuous Employment with the Company prior to the Exercise Date of the Offering Period for any reason, including retirement or death, the Contributions credited to the Participant's account will be returned to the Participant.
In the case of death of the Participant, Contributions will be returned to the person or persons so entitled under paragraph 15 and the Participant's option will be automatically terminated.
(c) If the Participant fails to fulfill the requirements of an Employee under paragraph 2(i), the Participant will be deemed to have elected to withdraw from the Plan and the Contributions credited will be returned and the option terminated.
(d) Withdrawal from an Offering Period will not effect the Employee's ability to participate in a succeeding Offering Period or in any similar plan that may be hereafter adopted by the Company.
12. INTEREST
No interest shall accrue for the Contributions held in the account of a Participant.
13. STOCK
(a) The maximum number of shares of the Company's Common Stock that shall be made available for sale under the Plan shall be 20,000 shares, subject to adjustment upon changes in capitalization of the Company, as provided in paragraph 19.
(b) If the total number of shares which would otherwise be subject to options granted pursuant to paragraph 7 hereof on the Offering Date of the Offering Period exceeds the number of shares then available under the Plan (after deduction of all shares for which options have been exercised or are then outstanding), the Company shall make a pro rata allocation of shares remaining available for grant in a uniform and equitable manner.
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
In such event, the Company shall give written notice of such reduction in the number of shares subject to option for each Participant. Any excess Contributions not used will be returned to the Participant, as described in paragraph 11.
(c) The Participant will receive the right to obtain cash dividends on the shares held on account, if any Common Stock cash dividend is declared by the Company.
(d) Shares purchased by a Participant under the Plan shall be registered in the name of the Participant or in the names of the Participant and his/her spouse.
14. ADMINISTRATION
The Board, or its designated committee, shall supervise and administer the Plan and shall have full power to adopt, amend and rescind any rules deemed desirable and appropriate for the administration of the Plan and not inconsistent with the Plan, to construe and interpret the Plan, and to make all other determinations necessary or advisable for the administration of the Plan.
The composition of the committee shall be in accordance with the
requirements to obtain or retain any available exemption from the operation of
Section 16(b) of the Exchange Act, pursuant to 16b-3 promulgated thereunder, to
the extent applicable.
15. DESIGNATION OF BENEFICIARY
(a) Each Participant will be asked to file a written designation of beneficiary who is to receive any cash, if any, from the Participant's account under the Plan in the event of such Participant's death subsequent to the end of the Offering Period but prior to the exercise of the option.
If a Participant is married and the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective.
(b) Such designation of beneficiary may be changed by the Participant at any time by written notice.
(c) In the event a Participant dies in the absence of a living beneficiary who is validly designated under the Plan, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the Participant. If, to the knowledge of the Company, no such executor or administrator has been appointed, the Company may, in its discretion, deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant. If no spouse, dependent, or
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
relative is known to the Company, then the Company will deliver the Participant's shares and/or cash to such other persons as the Company may designate.
16. TRANSFERABILITY
Neither Contributions credited to the Participant's account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged, hypothecated or otherwise disposed of in any way by the Participant, other than by will, the laws of descent and distribution, or as described in paragraph 15 hereof. Any such attempt at assignment, transfer, pledge, hypothecation, or other disposition shall be without effect, except the Company may treat such act as an election to withdraw funds in accordance with paragraph 11.
17. USE OF FUNDS
All Contributions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such Contributions.
18. REPORTS
Individual accounts will be maintained for each Participant in the Plan. Statements of account will be given to each Participant promptly following the Exercise Date. Statements will set forth the total amount of Contribution for the Offering Period, the per share purchase price, the number of shares purchased and the remaining cash balance that will be returned to the Participant, if any.
19. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION
Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but have not yet been placed under option (collectively, the Reserves), as well as the price per share of Common Stock covered by each option under the Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of Common Stock, or any other increase or decreased in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration."
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
Such adjustments shall be made by the Board, whose determination in that respect shall be final, binding, and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of common stock subject to an option.
In the event of the proposed dissolution or liquidation of the Company,
the Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, the Offering Period then
in progress shall be shortened by setting a new Exercise Date (the "New Exercise
Date"). The New Exercise Date shall be before the date of the Company's proposed
sale or merger. The Board shall notify each Participant in writing, at least ten
(10) business days prior to the New Exercise Date, that the Exercise Date for
the Participant's option has been changed to the new Exercise Date and that the
Participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the Participant has withdrawn from the Offering Period
as provided in paragraph 11.
The Board may, if it so determined in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per share of Common Stock covered by each outstanding option, in the event the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of its outstanding Common Stock, and in the event of the Company being consolidated with or merged into any other corporation.
20. AMENDMENT OR TERMINATION
(a) The Board may at any time terminate or amend the Plan. Except as provided in paragraph 19, no such termination may affect options previously granted, nor may an amendment make any change in any option theretofore granted which adversely affects the rights of any Participant without the Participant's written consent.
In addition, to the extent necessary to comply with applicable law, the Company shall obtain stockholder approval in such a manner and to such a degree as so required.
(b) Without stockholder consent and without regard to whether any participant rights may be considered to have been "adversely affected," the Board (or its committee) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than
PLANTRONICS, INC.
1996 Employee Stock Purchase Plan
U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant's Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan.
21. NOTICES
All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location or by the person designated by the Company for receipt thereof.
22. CONDITIONS UPON THE ISSUANCE OF SHARES
Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic and foreign, including without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
As a condition to the exercise of the option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares, if, in the opinion of counsel for the Company, such representation is required by any of the aforementioned applicable provisions of law.
23. TERM OF PLAN
The Plan became effective upon its adoption by the Board in April 1996 and Shareholder Approval in August 1996, and shall continue in effect for a term of twenty (20) years unless sooner terminated under paragraph 20.
EXHIBIT 5.1
October 25, 1996
Plantronics, Inc.
337 Encinal Street
Santa Cruz, California 95060
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about October 25, 1996 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of a total of 490,000 additional shares and 10,000 additional shares of your Common Stock reserved for issuance under the 1993 Stock Plan and the 1993 Director Stock Option Plan, respectively, and a total of 20,000 shares of your Common Stock reserved for issuance under the recently adopted 1996 Employee Stock Purchase Plan (such 520,000 aggregate shares collectively the "Shares", and such plans collectively the "Plans"). As legal counsel for Plantronics, Inc., we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares under the Plans.
It is our opinion that, when issued and sold in the manner referred to in the Plans and pursuant to the agreement which accompanies each grant under the Plans, the Shares will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever it appears in the Registration Statement and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI Professional Corporation |