Washington, D.C. 20549
(Mark One) |
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2004 |
OR |
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________to _________ |
Commission file number 1-12696 |
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) |
Santa Cruz, California 95060
(Address of principal executive offices)
(Registrant's telephone number, including area code)
FORM 10-Q
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION | Page No. |
Item 1. Financial Statements (unaudited): | |
PART II. OTHER INFORMATION | |
2 | ||
March 31, | June 30, | |||||
2004 | 2004 | |||||
ASSETS | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | 180,616 | $ | 210,959 | ||
Marketable securities | - | - | ||||
Accounts receivable, net | 64,999 | 68,521 | ||||
Inventories | 40,762 | 47,418 | ||||
Deferred income taxes | 13,967 | 13,964 | ||||
Other current assets | 10,283 | 3,237 | ||||
Total current assets | 310,627 | 344,099 | ||||
Property, plant and equipment, net | 42,124 | 48,610 | ||||
Intangibles, net | 3,440 | 3,241 | ||||
Goodwill | 9,386 | 9,386 | ||||
Other assets | 2,675 | 2,683 | ||||
Total assets | $ | 368,252 | $ | 408,019 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Current liabilities: | ||||||
Accounts payable | $ | 19,075 | $ | 26,208 | ||
Accrued liabilities | 36,469 | 33,434 | ||||
Income taxes payable | 5,686 | 11,844 | ||||
Total current liabilities | 61,230 | 71,486 | ||||
Deferred tax liability | 7,719 | 7,719 | ||||
Total liabilities | 68,949 | 79,205 | ||||
Stockholders' equity: | ||||||
Preferred stock, $0.01 par value per share; 1,000 shares authorized, no shares outstanding | - | - | ||||
Common stock, $0.01 par value per share; 100,000 shares authorized, 63,635 shares and 63,890 shares issued at March 31, 2004 and June 30, 2004, respectively | 636 | 639 | ||||
Additional paid-in capital | 248,495 | 255,240 | ||||
Accumulated other comprehensive income | 681 | 1,023 | ||||
Retained earnings | 347,629 | 369,976 | ||||
597,441 | 626,878 | |||||
Less: Treasury stock (common: 16,029 and 16,017 shares at March 31, 2004 and June 30, 2004, respectively) at cost | (298,138 | ) | (298,064 | ) | ||
Total stockholders' equity | 299,303 | 328,814 | ||||
Total liabilities and stockholders' equity | $ | 368,252 | $ | 408,019 | ||
3 | ||
Three Months Ended | |||||||
June 30, | |||||||
2003 | 2004 | ||||||
Net sales | $ | 92,786 | $ | 131,370 | |||
Cost of sales | 47,319 | 61,703 | |||||
Gross profit | 45,467 | 69,667 | |||||
Operating expenses: | |||||||
Research, development and engineering | 8,605 | 10,044 | |||||
Selling, general and administrative | 21,153 | 28,920 | |||||
Total operating expenses | 29,758 | 38,964 | |||||
Operating income | 15,709 | 30,703 | |||||
Interest and other income, net | 492 | 335 | |||||
Income before income taxes | 16,201 | 31,038 | |||||
Income tax expense | 4,860 | 8,691 | |||||
Net income | $ | 11,341 | $ | 22,347 | |||
Basic earnings per common share (Note 5) | $ | 0.26 | $ | 0.47 | |||
Shares used in basic per share calculations | 43,669 | 47,725 | |||||
Diluted earnings per common share (Note 5) | $ | 0.25 | $ | 0.44 | |||
Shares used in diluted per share calculations | 45,077 | 50,428 | |||||
4 | ||
Three Months Ended | |||||||
June 30, | |||||||
2003 | 2004 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net income | $ | 11,341 | $ | 22,347 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 3,619 | 2,759 | |||||
Deferred income taxes | - | 3 | |||||
Income tax benefit associated with stock options | 1,342 | 870 | |||||
Loss on disposal of fixed assets | 8 | 262 | |||||
Changes in assets and liabilities | |||||||
Accounts receivable, net | 651 | (3,522 | ) | ||||
Inventories | (3,752 | ) | (6,656 | ) | |||
Other current assets | 851 | 7,046 | |||||
Other assets | 53 | (31 | ) | ||||
Accounts payable | 1,475 | 7,133 | |||||
Accrued liabilities | 2,084 | (3,035 | ) | ||||
Income taxes payable | 57 | 6,158 | |||||
Cash provided by operating activities | 17,729 | 33,334 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Proceeds from maturities of marketable securities | 5,021 | - | |||||
Capital expenditures and other assets | (2,720 | ) | (9,285 | ) | |||
Cash provided by (used for) investing activities | 2,301 | (9,285 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Purchase of treasury stock | (1,833 | ) | - | ||||
Proceeds from sale of treasury stock | 469 | 407 | |||||
Proceeds from exercise of stock options | 802 | 5,545 | |||||
Cash (used for) provided by financing activities | (562 | ) | 5,952 | ||||
Effect of exchange rate changes on cash and cash equivalents | (558 | ) | 342 | ||||
Net increase in cash and cash equivalents | 18,910 | 30,343 | |||||
Cash and cash equivalents at beginning of the period | 54,704 | 180,616 | |||||
Cash and cash equivalents at end of the period | $ | 73,614 | $ | 210,959 | |||
SUPPLEMENTAL DISCLOSURES | |||||||
Cash paid for: | |||||||
Interest | $ | 33 | $ | 37 | |||
Income taxes | $ | 5,822 | $ | 1,901 |
5 | ||
6 | ||
March 31, | June 30, | ||||||
2004 | 2004 | ||||||
Accounts receivable, net: | |||||||
Accounts receivable | $ | 82,562 | $ | 88,640 | |||
Less: sales returns, promotions and rebates | (14,027 | ) | (15,499 | ) | |||
Less: allowance for doubtful accounts | (3,536 | ) | (4,620 | ) | |||
$ | 64,999 | $ | 68,521 | ||||
Inventories | |||||||
Finished goods | $ | 23,543 | $ | 28,838 | |||
Work in process | 1,349 | 1,434 | |||||
Purchased parts | 15,870 | 17,146 | |||||
$ | 40,762 | $ | 47,418 | ||||
Property, plant and equipment, net: | |||||||
Land | $ | 6,039 | $ | 6,027 | |||
Buildings and improvements (useful life 7-30 years) | 25,952 | 31,001 | |||||
Machinery and equipment (useful life 2-10 years) | 61,462 | 64,847 | |||||
93,453 | 101,875 | ||||||
Less: accumulated depreciation | (51,329 | ) | (53,265 | ) | |||
$ | 42,124 | $ | 48,610 | ||||
Accrued liabilities: | |||||||
Employee benefits | $ | 16,373 | $ | 13,040 | |||
Accrued advertising and sales and marketing | 3,101 | 3,755 | |||||
Warranty accrual | 6,795 | 6,988 | |||||
Accrued losses on hedging instruments | 1,937 | 1,656 | |||||
Accrued other | 8,263 | 7,995 | |||||
$ | 36,469 | $ | 33,434 | ||||
7 | ||
Local Currency | USD Equivalent | Position | Maturity | ||||||||||
EUR | 6,178 | $ | 7,500 | Sell | 1 month | ||||||||
GBP | 1,767 | $ | 3,200 | Sell | 1 month |
Balance Sheet | Income Statement | ||||||||||||||
Accumulated Other | Net Sales | ||||||||||||||
Comprehensive Income/(loss) | Three Months Ended June 30, | ||||||||||||||
March 31, 2004 | June 30, 2004 | 2003 | 2004 | ||||||||||||
Realized loss on closed transactions | $ | - | $ | - | $ | (184 | ) | $ | (488 | ) | |||||
Recognized but unrealized loss on open transactions | (1,937 | ) | (1,438 | ) | - | - | |||||||||
$ | (1,937 | ) | $ | (1,438 | ) | $ | (184 | ) | $ | (488 | ) | ||||
8 | ||
Three Months Ended | |||||||
June 30, | |||||||
2003 | 2004 | ||||||
Net income | $ | 11,341 | $ | 22,347 | |||
Weighted average shares-basic | 43,669 | 47,725 | |||||
Effect of potential dilutive employee stock options | 1,408 | 2,703 | |||||
Weighted average shares-diluted | 45,077 | 50,428 | |||||
Net income per share-basic | $ | 0.26 | $ | 0.47 | |||
Net income per share-diluted | $ | 0.25 | $ | 0.44 |
9 | ||
Three Months Ended | |||||||
June 30, | |||||||
2003 | 2004 | ||||||
Net income: | |||||||
Net income - as reported | $ | 11,341 | $ | 22,347 | |||
Less stock based compensation expense determined underfair value based method, net of taxes | (3,440 | ) | (4,133 | ) | |||
Net income - pro forma | $ | 7,901 | $ | 18,214 | |||
Basic net income per share - as reported | $ | 0.26 | $ | 0.47 | |||
Basic net income per share - pro forma | $ | 0.18 | $ | 0.38 | |||
Diluted net income per share - as reported | $ | 0.25 | $ | 0.44 | |||
Diluted net income per share - pro forma | $ | 0.18 | $ | 0.36 |
Stock Option | Employee | |||||||||||||
Plans | Stock Purchase Plan | |||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2003 | 2004 | 2003 | 2004 | |||||||||||
Expected dividend yield | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||
Expected life (in years) | 6.0 | 6.0 | 0.5 | 0.5 | ||||||||||
Expected volatility | 59.5 | % | 59.5 | % | 46.2 | % | 38.5 | % | ||||||
Risk-free interest rate | 2.7 | % | 3.7 | % | 1.2 | % | 1.0 | % | ||||||
Weighted-average fair value | $ | 10.28 | $ | 22.10 | $ | 3.02 | $ | 4.61 |
Warranty liability at March 31, 2004 | $ | 6,795 | ||
Warranty provision relating to product shipped during the quarter | 2,606 | |||
Deductions for warranty claims processed | (2,413 | ) | ||
Warranty liability at June 30, 2004 | $ | 6,988 | ||
10 | ||
Three Months Ended | |||||||
June 30, | |||||||
2003 | 2004 | ||||||
Net income | $ | 11,341 | $ | 22,347 | |||
Unrealized (loss) on hedges, for the threemonths ended June 30, 2003 and 2004, net of taxof ($390) and ($431), respectively | (910 | ) | (1,007 | ) | |||
Foreign currency translation, for the threemonths ended June 30, 2003 and 2004, net of taxof $222 and $534, respectively | 520 | 1,246 | |||||
Other comprehensive income | $ | 10,951 | $ | 22,586 | |||
Three Months Ended | |||||||
June 30, | |||||||
2003 | 2004 | ||||||
Net revenues from unaffiliated customers: | |||||||
Office and contact center | $ | 62,080 | $ | 82,815 | |||
Mobile | 18,518 | 34,458 | |||||
Computer audio | 5,463 | 6,992 | |||||
Other specialty products | 6,725 | 7,105 | |||||
$ | 92,786 | $ | 131,370 | ||||
MAJOR CUSTOMERS. No customer accounted for 10% or more of total revenues for the three months ended June 30, 2003 and 2004, nor did any customer account for 10% or more of accounts receivable from consolidated sales at the end of such periods.
11 | ||
Three Months Ended | |||||||
June 30, | |||||||
2003 | 2004 | ||||||
Net revenues from unaffiliated customers: | |||||||
United States | $ | 64,924 | $ | 89,088 | |||
Europe, Middle East and Africa | 19,183 | 31,184 | |||||
Asia Pacific and Latin America | 5,395 | 7,495 | |||||
Other International | 3,284 | 3,603 | |||||
Total International | 27,862 | 42,282 | |||||
$ | 92,786 | $ | 131,370 | ||||
March 31, |
| June 30, |
| ||||
| 2004 |
| 2004 | ||||
Long-lived assets: | |||||||
United States | $ | 24,129 | $ | 29,624 | |||
International | 17,995 | 18,986 | |||||
$ | 42,124 | $ | 48,610 | ||||
March 31, 2004 | June 30, 2004 | ||||||||||||
Gross Carrying | Accumulated | Gross Carrying |
| Accumulated | |||||||||
Intangible assets | Amount | Amortization |
| Amount |
| Amortization | |||||||
Technology | $ | 2,460 | $ | (1,103 | ) | $ | 2,460 | $ | (1,175 | ) | |||
State contracts | 1,300 | (418 | ) | 1,300 | (464 | ) | |||||||
Patents | 1,170 | (283 | ) | 1,170 | (344 | ) | |||||||
Trademarks | 300 | (96 | ) | 300 | (106 | ) | |||||||
Non-compete agreements | 200 | (90 | ) | 200 | (100 | ) | |||||||
Total | $ | 5,430 | $ | (1,990 | ) | $ | 5,430 | $ | (2,189 | ) | |||
12 | ||
13 | ||
Three Months Ended | |||||||
June 30, | |||||||
2003 | 2004 | ||||||
Net sales | 100.0 | % | 100.0 | % | |||
Cost of sales | 51.0 | 47.0 | |||||
Gross profit | 49.0 | 53.0 | |||||
Operating expenses: | |||||||
Research, development and engineering | 9.3 | 7.6 | |||||
Selling, general and administrative | 22.8 | 22.0 | |||||
Total operating expenses | 32.1 | 29.6 | |||||
Operating income | 16.9 | 23.4 | |||||
Interest and other income, net | 0.5 | 0.2 | |||||
Income before income taxes | 17.4 | 23.6 | |||||
Income tax expense | 5.2 | 6.6 | |||||
Net income | 12.2 | % | 17.0 | % | |||
14 | ||
15 | ||
16 | ||
17 | ||
18 | ||
19 | ||
Historically, we have generally been able to increase production to meet increasing demand. However, the demand for our products is dependent on many factors and such demand is inherently difficult to forecast. We have experienced sharp fluctuations in demand, especially for headsets for wireless and cellular phones. Significant unanticipated fluctuations in demand could cause the following operating problems, among others:
- If forecasted demand does not develop, we would have excess inventories of finished products, components and subassemblies and excess manufacturing capacity. In particular, given the trend of shorter cycles to product obsolescence it is likely we would be unable to sell these inventories and would have to write off some or all of our inventories of excess products and unusable components and subassemblies. In addition, excess manufacturing capacity could lead to higher production costs and lower margins.
- 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. Therefore, we 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.
- Due to the lead times required to obtain certain raw materials, subassemblies, components and products from certain foreign suppliers, we may not be able to react quickly to changes in demand, potentially resulting in either excess inventories of such goods or shortages of the raw materials, subassemblies, components and products. Lead times are particularly long on silicon-based components incorporating radio frequency and digital signal processing technologies and such components are an increasingly important part of our product costs. Failure in the future to match the timing of purchases of raw materials, subassemblies, components and products to demand could increase our inventories and/or decrease our revenues, consequently materially adversely affecting our business, financial condition and results of operations.
- We obtain certain raw materials, subassemblies, components and products 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 raw materials, subassemblies, components and products, none of which has significantly affected our results of operations. 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 raw materials, components and subassemblies. Rather, we buy most raw materials, components and subassemblies on a purchase order basis. If our suppliers experience increased demand or shortages, it could affect the availability or cost of needed inventories. In turn, this would affect our ability to manufacture and sell products that are dependent on those raw materials, components and subassemblies. 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.
20 | ||
- Although we generally use standard raw materials, parts and components for our products, the high development costs associated with emerging wireless technologies permits us to work with only a single source of silicon chip-sets on any particular new product. We, or our chosen supplier of chip-sets, may experience challenges in designing, developing and manufacturing components in these new technologies which could affect our ability to meet time to market schedules. Due to our dependence on single suppliers for certain chip sets, we could experience higher prices, a delay in development of the chip-set, and/or the inability to meet our customer demand for these new products. Our business, operating results, financial condition or cash flows could therefore be materially adversely affected as a result of these factors.
- The introduction of Bluetooth and other wireless headsets presents many significant manufacturing, marketing and other operational risks and uncertainties, including: developing and marketing these wireless headset products; unforeseen delays or difficulties in introducing and achieving volume production of such products; our dependence on third parties to supply key components, many of which have long lead times; and our ability to forecast demand and customer return rates accurately for this new product category for which relevant data is incomplete or not available. We have longer lead times with certain suppliers than commitments from some of our customers.
- 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 our published forecasts of future results of operations;
- changes in earnings estimates or recommendations by securities analysts;
- developments in our industry; and
- general market conditions.
21 | ||
- market acceptance and transition of new product introductions, other new products launched in 2004, new products launched in the future, and product enhancements by us or our existing or potential new competitors;
- difficult general economic conditions, as has been the case with the recent global economic uncertainty and downturn in technology spending, and specific economic conditions prevailing in the communications industry and other technology industries;
- the prices and performance of our products and those of our existing or potential new competitors;
- changes in our sales management and sales organization which could result in disruptions among our channel partners;
- the timing and size of the orders for our products, in particular OEM demand is very volatile and difficult to forecast;
- our distribution channels reducing their inventory levels;
- the level and mix of inventory that we hold to meet future demand;
- slowing sales by our channel partners to their customers which places further pressure on our channel partners to minimize inventory levels and reduce purchases of our products;
- the near and long-term impact of terrorist attacks and incidents and any military response or uncertainty regarding any military response to those attacks;
- the shift in sales mix of products we sell to lower margin products;
- fluctuations in the level of international sales and our exposure to international currency fluctuations in both revenues and expenses;
- the cost and availability of component devices used in many of our products;
- manufacturing costs;
- the level and cost of warranty claims;
- future changes in existing financial accounting standards or practices or taxation rules or practices;
- the impact of disruptions in our operations, for any reason, including the recurrence of SARS or other similar event;
- the impact of seasonality on our various product lines and geographic regions; and
- adverse outcomes to litigation.
22 | ||
During the first quarter of fiscal year 2005, approximately 32% of our net sales were derived from customers outside the United States. In addition, we conduct the majority 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.
23 | ||
- 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
- the burden of complying with a wide variety of foreign laws.
24 | ||
25 | ||
26 | ||
- cultural differences in the conduct of business;
- difficulties in integration of the operations, technologies, and products of the acquired company;
- the risk that the consolidation of the acquired company may not produce the enhanced efficiencies or be as successful as we may have anticipated;
- the risk of diverting management’s attention from normal daily operations of the business;
- difficulties in integrating the transactions and business information systems of the acquired company; and
- the potential loss of key employees of the acquired company.
27 | ||
June 30, 2004 | Net | |||||||||||||||
(in millions) | Underlying | Net | FX | FX | ||||||||||||
Foreign | Exposed | Gain (Loss) | Gain (Loss) | |||||||||||||
USD Value | Currency | Long (Short) | From 10% | From 10% | ||||||||||||
of Net FX | Transaction | Currency | Appreciation | Depreciation | ||||||||||||
Currency - forward contracts | Contracts | Exposures | Position | of USD | of USD | |||||||||||
Euro | $ | 7.5 | $ | 12.7 | $ | (5.2 | ) | $ | (0.6 | ) | $ | 0.5 | ||||
Great British Pound | 3.2 | 6.1 | (2.9 | ) | (0.3 | ) | 0.3 | |||||||||
Net position | $ | 10.7 | $ | 18.8 | $ | (8.1 | ) | $ | (0.9 | ) | $ | 0.8 | ||||
June 30, 2004 | ||||||||||
(in millions) | FX | FX | ||||||||
Gain (Loss) | Gain (Loss) | |||||||||
USD Value | From 10% | From 10% | ||||||||
of Net FX | Appreciation | Depreciation | ||||||||
Currency - option contracts | Contracts | of USD | of USD | |||||||
Call options | $ | (57.6 | ) | $ | 2.2 | $ | (4.4 | ) | ||
Put options | 54.8 | 2.9 | (0.9 | ) | ||||||
Net position | $ | (2.8 | ) | $ | 5.1 | $ | (5.3 | ) |
28 | ||
- At the Annual Meeting, the following six individuals were elected to the Company's Board of Directors.
Nominee | Votes Cast For | Withheld or Against |
Patti Hart | 44,764,024 | 1,134,005 |
Ken Kannappan | 43,786,317 | 2,111,712 |
Trude C. Taylor | 36,318,687 | 9,579,342 |
Marvin Tseu | 37,430,923 | 8,467,106 |
David A. Wegmann | 43,666,443 | 2,231,586 |
Roger Wery | 28,963,804 | 16,934,225 |
c. The following additional proposals were considered at the Annual Meeting and were approved by the vote of the stockholders, in accordance with the tabulation shown below.
Votes For | Votes Against/Withheld | Abstain | Broker Non-Vote |
35,421,805 | 10,426,030 | 50,194 | -0- |
Votes For | Votes Against/Withheld | Abstain | Broker Non-Vote |
38,662,303 | 7,183,566 | 52,160 | -0- |
Votes For | Votes Against/Withheld | Abstain | Broker Non-Vote |
43,375,055 | 2,509,398 | 13,576 | -0- |
EXHIBITS INDEX | |
Exhibit Number | Description of Document |
3.1 | Amended and Restated By-Laws of the Registrant (incorporated herein by reference from Exhibit (3.1) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 21, 2002). |
3.2.1 | Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on January 19, 1994 (incorporated herein by reference from Exhibit (3.1) to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-12696), filed on March 4, 1994). |
3.2.2 | Certificate of Retirement and Elimination of Preferred Stock and Common Stock of the Registrant filed with the Secretary of State of Delaware on January 11, 1996 (incorporated herein by reference from Exhibit (3.3) of the Registrant’s Annual Report on Form 10-K (File No. 001-12696), filed on June 27, 1996). |
3.2.3 | Certificate of Amendment of Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on August 7, 1997 (incorporated herein by reference from Exhibit (3.1) to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-12696), filed on August 8, 1997). |
3.2.4 | Certificate of Amendment of Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on May 23, 2000 (incorporated herein by reference from Exhibit (4.2) to the Registrant’s Registration Statement on Form S-8 (File No. 001-12696), filed on July 31, 2000). |
3.3 | Registrant’s Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock filed with the Secretary of State of the State of Delaware on April 1, 2002 (incorporated herein by reference from Exhibit (3.6) to the Registrant’s Form 8-A (File No. 001-12696), filed on March 29, 2002). |
4.1 | Preferred Stock Rights Agreement, dated as of March 13, 2002 between the Registrant and Equiserve Trust Company, N.A., including the Certificate of Designation, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively (incorporated herein by reference from Exhibit (4.1) to the Registrant’s Form 8-A (File No. 001-12696), filed on March 29, 2002). |
10.1* | Plantronics, Inc. Non-EMEA Quarterly Profit Sharing Plan (incorporated herein by reference from Exhibit (10.1) to the Registrant’s Report on Form 10-K (File No. 001-12696), filed on June 1, 2001). |
10.2* | Form of Indemnification Agreement between the Registrant and certain directors and executives and Schedule of Other Documents Omitted (incorporated herein by reference from Exhibit (10.1) to PI Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 33-26770), filed February 9, 1993). |
10.3* | Form of Employment Agreement, Addendum to Employment Agreement and Second Addendum to Employment Agreement between the Registrant and certain executives; and Schedule of Other Documents Omitted (incorporated herein by reference from Exhibit (10.2) to PI Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 33-26770), filed February 9, 1993). |
10.4.1* | Regular and Supplemental Bonus Plan (incorporated herein by reference from Exhibit (10.4(a)) to the Registrant’s Report on Form 10-K (File No. 001-12696), filed on June 1, 2001). |
10.4.2* | Overachievement Bonus Plan (incorporated herein by reference from Exhibit (10.4(b)) to the Registrant’s Report on Form 10-K (File No. 001-12696), filed on June 1, 2001). |
10.5.1 | Lease Agreement dated May 2004 between Finsa Portafolios, S.A. DE C.V.and Plamex, S.A. de C.V., a subsidiary of the Registrant, for premises located in Tijuana, Mexico (translation from Spanish original).. |
10.5.2 | Lease Agreement dated May 2004 between Finsa Portafolios, S.A. DE C.V.and Plamex, S.A. de C.V., a subsidiary of the Registrant, for premises located in Tijuana, Mexico (translation from Spanish original). |
10.5.3 | Lease Agreement dated May 2004 between Finsa Portafolios, S.A. DE C.V.and Plamex, S.A. de C.V., a subsidiary of the Registrant, for premises located in Tijuana, Mexico (translation from Spanish original) |
10.5.4 | Lease Agreement dated July 2004 between Finsa Portafolios, S.A. DE C.V.and Plamex, S.A. de C.V., a subsidiary of the Registrant, for premises located in Tijuana, Mexico (translation from Spanish original) |
10.6 | Lease dated December 7, 1990 between Canyge Bicknell Limited and Plantronics Limited, a subsidiary of the Registrant, for premises located in Wootton Bassett, The United Kingdom (incorporated herein by reference from Exhibit (10.32) to the Registrant’s Registration Statement on Form S-1 (as amended) (File No.33-70744), filed on October 20, 1993). |
10.7* | Amended and Restated 2003 Stock Plan (incorporated herein by reference from the Registrant's Definitive Proxy Statement on Form 14-A (File No. 001-12696), filed on May 26, 2004). |
10.8* | 1993 Stock Option Plan (incorporated herein by reference from Exhibit (10.8) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 21, 2002). |
10.9 1* | 1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (10.29) to the Registrant's Registration Statement on Form S-1 (as amended) (File No. 33-70744), filed on October 20, 1993). |
10.9.2* | Amendment to the 1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (4.4) to the Registrant's Registration Statement on Form S-8 (File No. 333-14833), filed on October 25, 1996). |
10.9.3* | Amendment No. 2 to the 1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (10.9(a)) to the Registrant's Report on Form 10-K (File No. 001-12696), filed on June 1, 2001). |
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10.9.4 * | Amendment No. 3 to the 1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (10.9(b)) to the Registrant's Report on Form 10-K (File No. 001-12696), filed on June 1, 2001). |
10.9.5* | Amendment No. 4 to the 1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (10.9.5) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 21, 2002). |
10.10.1* | 2002 Employee Stock Purchase Plan (incorporated herein by reference from Exhibit (10.10.2) to the Registrant's Annual Report on Form 10-K (File Number 001-12696), filed on June 21, 2002). |
10.11.1 | Trust Agreement Establishing the Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan Trust (incorporated herein by reference from Exhibit (4.3) to the Registrant's Registration Statement on Form S-8 (File No. 333-19351), filed on January 7, 1997). |
10.11.2* | Plantronics, Inc. 401(k) Plan, effective as of April 2, 2000 (incorporated herein by reference from Exhibit (10.11) to the Registrant's Report on Form 10-K (File No. 001-12696), filed on June 1, 2001). |
10.12* | Resolutions of the Board of Directors of Plantronics, Inc. Concerning Executive Stock Purchase Plan (incorporated herein by reference from Exhibit (4.4) to the Registrant's Registration Statement on Form S-8 (as amended) (File No. 333-19351), filed on March 25, 1997). |
10.13.1* | Plantronics, Inc. Basic Deferred Compensation Plan, as amended August 8, 1996 (incorporated herein by reference from Exhibit (4.5) to the Registrant's Registration Statement on Form S-8 (as amended) (File No. 333-19351), filed on March 25, 1997). |
10.13.2 | Trust Agreement Under the Plantronics, Inc. Basic Deferred Stock Compensation Plan (incorporated herein by reference from Exhibit (4.6) to the Registrant's Registration Statement on Form S-8 (as amended) (File No. 333-19351), filed on March 25, 1997). |
10.13.3 | Plantronics, Inc. Basic Deferred Compensation Plan Participant Election (incorporated herein by reference from Exhibit (4.7) to the Registrant's Registration Statement on Form S-8 (as amended) (File No. 333-19351), filed on March 25, 1997). |
10.14.1* | Employment Agreement dated as of July 4, 1999 between Registrant and Ken Kannappan (incorporated herein by reference from Exhibit (10.15) to the Registrant's Annual Report on Form 10-K405 (File No. 001-12696), filed on June 1, 2000). |
10.14.2* | Employment Agreement dated as of November 1996 between Registrant and Don Houston (incorporated herein by reference from Exhibit (10.14.2) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 2, 2003). |
10.14.3* | Employment Agreement dated as of March 1997 between Registrant and Barbara Scherer (incorporated herein by reference from Exhibit (10.14.4) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 2, 2003). |
10.14.4* | Employment Agreement dated as of May 1998 between Registrant and Craig May (incorporated herein by reference from Exhibit (10.14.3) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 2, 2003). |
10.14.5* | Employment Agreement dated as of May 2001 between Registrant and Joyce Shimizu (incorporated herein by reference from Exhibit (10.14.5) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 2, 2003). |
10.15.1 | Credit Agreement dated as of July 31, 2003 between Registrant and Wells Fargo Bank N.A (incorporated herein by reference from Exhibit (10.1) of the Registrant's Annual Report on Form 10-Q (File No. 001-12696), filed on November 7, 2003). |
31.1 | CEO’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) |
31.2 | CFO’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) |
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the CEO and CFO |
* | Indicates a management contract or compensatory plan, contract or arrangement in which any Director or any Executive Officer participates. |
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PLANTRONICS, INC. | ||
Date: August 6, 2004 | By: | /s/ Barbara V. Scherer |
Barbara V. Scherer | ||
Senior Vice President - Finance and Administration and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer of the Registrant) |
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EXHIBITS INDEX | |
Exhibit Number | Description of Document |
3.1 | Amended and Restated By-Laws of the Registrant (incorporated herein by reference from Exhibit (3.1) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 21, 2002). |
3.2.1 | Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on January 19, 1994 (incorporated herein by reference from Exhibit (3.1) to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-12696), filed on March 4, 1994). |
3.2.2 | Certificate of Retirement and Elimination of Preferred Stock and Common Stock of the Registrant filed with the Secretary of State of Delaware on January 11, 1996 (incorporated herein by reference from Exhibit (3.3) of the Registrant’s Annual Report on Form 10-K (File No. 001-12696), filed on June 27, 1996). |
3.2.3 | Certificate of Amendment of Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on August 7, 1997 (incorporated herein by reference from Exhibit (3.1) to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-12696), filed on August 8, 1997). |
3.2.4 | Certificate of Amendment of Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on May 23, 2000 (incorporated herein by reference from Exhibit (4.2) to the Registrant’s Registration Statement on Form S-8 (File No. 001-12696), filed on July 31, 2000). |
3.3 | Registrant’s Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock filed with the Secretary of State of the State of Delaware on April 1, 2002 (incorporated herein by reference from Exhibit (3.6) to the Registrant’s Form 8-A (File No. 001-12696), filed on March 29, 2002). |
4.1 | Preferred Stock Rights Agreement, dated as of March 13, 2002 between the Registrant and Equiserve Trust Company, N.A., including the Certificate of Designation, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively (incorporated herein by reference from Exhibit (4.1) to the Registrant’s Form 8-A (File No. 001-12696), filed on March 29, 2002). |
10.1* | Plantronics, Inc. Non-EMEA Quarterly Profit Sharing Plan (incorporated herein by reference from Exhibit (10.1) to the Registrant’s Report on Form 10-K (File No. 001-12696), filed on June 1, 2001). |
10.2* | Form of Indemnification Agreement between the Registrant and certain directors and executives and Schedule of Other Documents Omitted (incorporated herein by reference from Exhibit (10.1) to PI Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 33-26770), filed February 9, 1993). |
10.3* | Form of Employment Agreement, Addendum to Employment Agreement and Second Addendum to Employment Agreement between the Registrant and certain executives; and Schedule of Other Documents Omitted (incorporated herein by reference from Exhibit (10.2) to PI Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 33-26770), filed February 9, 1993). |
10.4.1* | Regular and Supplemental Bonus Plan (incorporated herein by reference from Exhibit (10.4(a)) to the Registrant’s Report on Form 10-K (File No. 001-12696), filed on June 1, 2001). |
10.4.2* | Overachievement Bonus Plan (incorporated herein by reference from Exhibit (10.4(b)) to the Registrant’s Report on Form 10-K (File No. 001-12696), filed on June 1, 2001). |
10.5.1 | Lease Agreement dated May 2004 between Finsa Portafolios, S.A. DE C.V.and Plamex, S.A. de C.V., a subsidiary of the Registrant, for premises located in Tijuana, Mexico (translation from Spanish original).. |
10.5.2 | Lease Agreement dated May 2004 between Finsa Portafolios, S.A. DE C.V.and Plamex, S.A. de C.V., a subsidiary of the Registrant, for premises located in Tijuana, Mexico (translation from Spanish original). |
10.5.3 | Lease Agreement dated May 2004 between Finsa Portafolios, S.A. DE C.V.and Plamex, S.A. de C.V., a subsidiary of the Registrant, for premises located in Tijuana, Mexico (translation from Spanish original) |
10.5.4 | Lease Agreement dated July 2004 between Finsa Portafolios, S.A. DE C.V.and Plamex, S.A. de C.V., a subsidiary of the Registrant, for premises located in Tijuana, Mexico (translation from Spanish original) |
10.6 | Lease dated December 7, 1990 between Canyge Bicknell Limited and Plantronics Limited, a subsidiary of the Registrant, for premises located in Wootton Bassett, The United Kingdom (incorporated herein by reference from Exhibit (10.32) to the Registrant’s Registration Statement on Form S-1 (as amended) (File No.33-70744), filed on October 20, 1993). |
10.7* | Amended and Restated 2003 Stock Plan (incorporated herein by reference from the Registrant's Definitive Proxy Statement on Form 14-A (File No. 001-12696), filed on May 26, 2004). |
10.8* | 1993 Stock Option Plan (incorporated herein by reference from Exhibit (10.8) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 21, 2002). |
10.9 1* | 1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (10.29) to the Registrant's Registration Statement on Form S-1 (as amended) (File No. 33-70744), filed on October 20, 1993). |
10.9.2* | Amendment to the 1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (4.4) to the Registrant's Registration Statement on Form S-8 (File No. 333-14833), filed on October 25, 1996). |
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10.9.3* | Amendment No. 2 to the 1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (10.9(a)) to the Registrant's Report on Form 10-K (File No. 001-12696), filed on June 1, 2001). |
10.9.4 * | Amendment No. 3 to the 1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (10.9(b)) to the Registrant's Report on Form 10-K (File No. 001-12696), filed on June 1, 2001). |
10.9.5* | Amendment No. 4 to the 1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (10.9.5) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 21, 2002). |
10.10.1* | 2002 Employee Stock Purchase Plan (incorporated herein by reference from Exhibit (10.10.2) to the Registrant's Annual Report on Form 10-K (File Number 001-12696), filed on June 21, 2002). |
10.11.1 | Trust Agreement Establishing the Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan Trust (incorporated herein by reference from Exhibit (4.3) to the Registrant's Registration Statement on Form S-8 (File No. 333-19351), filed on January 7, 1997). |
10.11.2* | Plantronics, Inc. 401(k) Plan, effective as of April 2, 2000 (incorporated herein by reference from Exhibit (10.11) to the Registrant's Report on Form 10-K (File No. 001-12696), filed on June 1, 2001). |
10.12* | Resolutions of the Board of Directors of Plantronics, Inc. Concerning Executive Stock Purchase Plan (incorporated herein by reference from Exhibit (4.4) to the Registrant's Registration Statement on Form S-8 (as amended) (File No. 333-19351), filed on March 25, 1997). |
10.13.1* | Plantronics, Inc. Basic Deferred Compensation Plan, as amended August 8, 1996 (incorporated herein by reference from Exhibit (4.5) to the Registrant's Registration Statement on Form S-8 (as amended) (File No. 333-19351), filed on March 25, 1997). |
10.13.2 | Trust Agreement Under the Plantronics, Inc. Basic Deferred Stock Compensation Plan (incorporated herein by reference from Exhibit (4.6) to the Registrant's Registration Statement on Form S-8 (as amended) (File No. 333-19351), filed on March 25, 1997). |
10.13.3 | Plantronics, Inc. Basic Deferred Compensation Plan Participant Election (incorporated herein by reference from Exhibit (4.7) to the Registrant's Registration Statement on Form S-8 (as amended) (File No. 333-19351), filed on March 25, 1997). |
10.14.1* | Employment Agreement dated as of July 4, 1999 between Registrant and Ken Kannappan (incorporated herein by reference from Exhibit (10.15) to the Registrant's Annual Report on Form 10-K405 (File No. 001-12696), filed on June 1, 2000). |
10.14.2* | Employment Agreement dated as of November 1996 between Registrant and Don Houston (incorporated herein by reference from Exhibit (10.14.2) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 2, 2003). |
10.14.3* | Employment Agreement dated as of March 1997 between Registrant and Barbara Scherer (incorporated herein by reference from Exhibit (10.14.4) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 2, 2003). |
10.14.4* | Employment Agreement dated as of May 1998 between Registrant and Craig May (incorporated herein by reference from Exhibit (10.14.3) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 2, 2003). |
10.14.5* | Employment Agreement dated as of May 2001 between Registrant and Joyce Shimizu (incorporated herein by reference from Exhibit (10.14.5) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 2, 2003). |
10.15.1 | Credit Agreement dated as of July 31, 2003 between Registrant and Wells Fargo Bank N.A (incorporated herein by reference from Exhibit (10.1) of the Registrant's Annual Report on Form 10-Q (File No. 001-12696), filed on November 7, 2003). |
31.1 | CEO’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) |
31.2 | CFO’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) |
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the CEO and CFO |
* | Indicates a management contract or compensatory plan, contract or arrangement in which any Director or any Executive Officer participates. |
34 |