As filed with the Securities and Exchange Commission on August 7, 1998
Registration No. 333-
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 OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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337 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1993 STOCK PLAN
(FULL TITLE OF THE PLAN)
JOHN A. KNUTSON
VICE PRESIDENT--LEGAL,
SENIOR GENERAL COUNSEL
AND SECRETARY
PLANTRONICS, INC.
337 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
408-426-5858
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
Copies to:
Henry P. Massey, Jr., Esq.
David C. Drummond, Esq.
Eric John Finseth, Esq.
WILSON SONSINI GOODRICH & ROSATI
650 Page Mill Road
Palo Alto, California 94304-1050
415-493-9300
Title of Maximum Amount to be Proposed Proposed Maximum Amount of
Additional Registered Maximum Aggregate Offering Registration
Securities Offering Price Price Fee
to be Registered Per Share
------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value .......................... 1,300,000 shares(1) $ 61.90(2) $80,467,000.00 $ 23,737.77
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(1) Represents 1,300,000 additional shares issuable upon exercise of options granted under the 1993 Stock Plan.
(2) This number is a weighted average reflecting two components: (i) Options to purchase 152,000 shares of the Registrant's Common Stock at an exercise price of $61.125 per share; and (ii) Options to purchase 1,148,000 shares of the Registrant's Common Stock with respect to which the exercise price is not known as of the date hereof and the amount has therefore been estimated in accordance with Rules 457(h) and 457(c) under the Securities Act of 1933, as amended. As to such component (ii), the average of the high ($62.875 per share) and low ($61.125 per share) prices of the Common Stock as reported on the New York Stock Exchange on Friday, July 31, 1998 was $62.00.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The purpose of this Registration Statement on Form S-8 is to register an additional 1,300,000 shares of the Registrant's Common Stock for issuance upon exercise of options granted under the Registrant's 1993 Stock Plan.
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
Pursuant to General Instruction E to Form S-8, the Registrant hereby incorporates by reference the contents of the Registrant's Registration Statement on Form S-8, Reg. No. 333-14833, filed on October 25, 1996 with the Securities and Exchange Commission.
ITEM 8. EXHIBITS.
Exhibit
Number Document
5.1 Opinion of Counsel as to Legality of Securities Being Registered.
10.1(1) 1993 Stock Plan.
10.2(2) Amendment effective as of April 23, 1996 to the 1993 Stock Plan.
10.3 Amendment effective as of July 30, 1998 to the 1993 Stock Plan.
23.1 Consent of Independent Accountants (see Exhibit 23.1).
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 6 of original filing of this Registration
Statement on Form S-8, Reg. No. 333-14833, on October 25, 1996).
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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 August 5, 1998.
PLANTRONICS, INC.
By: /s/ John A. Knutson
--------------------------
John A. Knutson,
Vice President--Legal,
Senior General Counsel and Secretary
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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 and Chief Executive August 5, 1998
-------------------- Officer (Principal Executive Officer)
Robert S. Cecil
/s/ Barbara V. Scherer Senior Vice President--Finance & August 5, 1998
---------------------- Administration, and Chief Financial Officer
Barbara V. Scherer (Principal Financial Officer, Principal
Accounting Officer)
Director August 5, 1998
---------------------
Robert F.B. Logan
/s/ M. Saleem Muqaddam* Director August 5, 1998
-----------------------
M. Saleem Muqaddam
/s/ John Mowbray O'Mara* Director August 5, 1998
------------------------
John Mowbray O'Mara
/s/ Trude C. Taylor* Director August 5, 1998
--------------------
Trude C. Taylor
/s/ J. Sidney Webb* Director August 5, 1998
-------------------
J. Sidney Webb
/s/ David A. Wegmann* Director August 5, 1998
--------------------
David A. Wegmann
*By: /s/ John A. Knutson
----------------------
John A. Knutson,
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Document
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5.1 Opinion of Counsel as to Legality of Securities Being Registered.
10.1(1) 1993 Stock Plan.
10.2(2) Amendment effective as of April 23, 1996 to the 1993 Stock Plan.
10.3 Amendment effective as of July 30, 1998 to the 1993 Stock Plan.
23.1 Consent of Independent Accountants (see Exhibit 23.1).
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 6 of original filing of this Registration
Statement on Form S-8, Reg. No. 333-14833, on October 25, 1996).
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[Exhibit 5.1]
August 7, 1998
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 August 7, 1998 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of a total of 1,300,000 additional shares of your Common Stock reserved for issuance under the 1993 Stock Plan (such additional shares the "Shares", and such plan the "Plan"). 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 Plan.
It is our opinion that, when issued and sold in the manner referred to in the Plan and pursuant to the agreement which accompanies each grant under the Plan, 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,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
by hpm
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EXHIBIT 10.3
EXHIBIT A
AMENDMENT NO. 2 TO THE
PLANTRONICS, INC. 1993 STOCK PLAN
The Plantronics, Inc. 1993 Stock Plan (the "Plan") is hereby amended effective as of July 30, 1998, as follows:
FIRST: Section 3 of the Plan is hereby amended in its entirety to read 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 5,459,242 Shares. The 5,459,242 Share amount reflects (i) the 1,589,621 Shares originally authorized, (ii) the 490,000 Share increase on April 23, 1996 (reflected in Amendment No. 1 to the 1993 Stock Plan), (iii) the 2:1 stock split effected September 1, 1997 and (iv) the 1,300,000 share increase approved by the Company's stockholders on July 30, 1998. The Shares may be authorized, but unissued, or 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: In all other respects, the Plan is hereby ratified and confirmed.
[Exhibit 23.1]
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 17, 1998, which appears on page 22 of the 1998 Annual Report to Stockholders of Plantronics, Inc., which is incorporated by reference in Plantronics, Inc.'s Annual Report on Form 10-K for the fiscal year ended March 28, 1998.
/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP San Jose, California August 7, 1998 |