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As filed with the SEC on January 7, 1997
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PLANTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 77-0207692
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
337 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN
(FULL TITLES OF THE PLANS)
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ROBERT S. CECIL
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
PLANTRONICS, INC.
337 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
408-426-6060
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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Copies to:
Henry P. Massey, Jr., Esq.
Timothy J. Sparks, Esq.
David C. Drummond, Esq.
Stephen G. Driggers, Esq.
Eric John Finseth, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
415-493-9300
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
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Common Stock,
$.01 par value........ 350,000 $38.04 (1) $13,314,000 $4,034.55
Interests in the Plantronics, Inc.
Annual Profit Sharing/Individual
Savings Plan (2)
(1) Estimated in accordance with Rule 457(h) promulgated 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 per share sale prices of the
Common Stock as reported on the New York Stock Exchange on December 31, 1996 was
$44.75. In this price range, the Plan's formula for determining the purchase
price of the stock yields a per share price to participating employees equal to
85% of $44.75, or $38.04.
(2) In addition, pursuant to Rule 416(c) promulgated under the Securities Act of
1933, as amended, this Registration Statement covers an indeterminate amount of
interests in the Plantronics, Inc. Annual Profit Sharing/Individual Savings
Plan. Pursuant to Rule 457(h)(2), no separate filing fee is required with
respect to such interests in the Plan.
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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 into
this Registration Statement:
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.
The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 28, 1996, filed on November 11, 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 or by the
Registrant's Annual Profit Sharing/Individual Savings Plan (the "Plan") 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.
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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
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4.1 Plantronics, Inc. Annual Profit Sharing/Individual Savings
Plan.
4.2 Amendment Number One to the Plantronics, Inc. Annual Profit
Sharing/Individual Savings Plan.
4.3 Trust Agreement Establishing the Plantronics, Inc. Annual
Profit Sharing/Individual Savings Plan Trust.
24.1 Consent of Independent Accountants.
24.2 Consent of Counsel.
25.1 Power of Attorney.
ITEM 9.UNDERTAKINGS
A. The undersigned Registrant and Plan hereby undertake:
(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.
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B. The undersigned Registrant and Plan hereby undertake 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 each filing of the 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.
D. Pursuant to Item 8(b) of Form S-8, the Registrant undertakes that it will
submit or has submitted the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code of 1986, as amended.
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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 January 7,
1997.
PLANTRONICS, INC.
By: /s/ Robert S. Cecil
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Robert S. Cecil, President
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
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/s/ Robert S. Cecil Chairman of the Board, Chief January 7, 1997
- ----------------------------- Executive Officer, and President
(Robert S. Cecil) (Principal Executive Officer)
/s/ Daniel A. Gaudreau Vice President -- Finance and January 7, 1997
- ------------------------------ Administration, and Chief Financial
(Daniel A. Gaudreau) Officer (Principal Financial
Officer, Principal Accounting
Officer)
/s/ Richard D. Banziger Director January 7, 1997
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(Richard D. Banziger)
/s/ M. Saleem Muqaddam Director January 7, 1997
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(M. Saleem Muqaddam)
/s/ John Mowbray O'Mara Director January 7, 1997
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(John Mowbray O'Mara)
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/s/ Trude C. Taylor Director January 7, 1997
- ----------------------------
(Trude C. Taylor)
/s/ J. Sidney Webb Director January 7, 1997
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(J. Sidney Webb)
/s/ David A. Wegmann Director January 7, 1997
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(David A. Wegmann)
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Pursuant to the requirements of the Securities Act, the Plan Committee
appointed by the Administrator of the Plantronics, Inc. Annual Profit
Sharing/Individual Savings Plan to administer the Plan, has 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 January 7,
1997.
PLANTRONICS, INC. ANNUAL PROFIT SHARING/
INDIVIDUAL SAVINGS PLAN
By: /s/ John A. Knutson
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John A. Knutson,
member of the Plan Committee
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INDEX TO EXHIBITS
Exhibit
Number Document
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4.1 Plantronics, Inc. Annual Profit Sharing/Individual Savings
Plan.
4.2 Amendment Number One to the Plantronics, Inc. Annual Profit
Sharing/Individual Savings Plan.
4.3 Trust Agreement Establishing the Plantronics, Inc. Annual
Profit Sharing/Individual Savings Plan Trust.
24.1 Consent of Independent Accountants.
24.2 Consent of Counsel.
25.1 Power of Attorney (see page 6).