UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 8, 2005
Plantronics,
Inc.
(Exact
name of Registrant as Specified in its Charter)
Delaware |
1-12696 |
77-0207692 |
(State
or Other Jurisdiction of Incorporation or
Organization) |
(Commission
file number) |
(I.R.S.
Employer Identification Number) |
345
Encinal Street
Santa
Cruz, California 95060
(Address
of Principal Executive Offices including Zip Code)
(831)
426-5858
(Registrant's
Telephone Number, Including Area Code)
N/A |
(Former
name or former address, if changed since last
report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
1.01. Entry into a Material Definitive Agreement.
On March
8, 2005, Plantronics Inc. ("the Company") accelerated the vesting of
certain unvested and "out-of-the-money" stock options outstanding under the
company’s stock plans that have exercise prices per share of $38.19 or higher.
Options to purchase approximately 1.5 million shares of the company’s
common stock became exercisable immediately. In addition, in order to
prevent unintended personal benefits to executive officers and directors,
restrictions will be imposed on any shares received through the exercise of
accelerated options held by those individuals. Those restrictions will prevent
the sale of any shares received from the exercise of an accelerated option prior
to the earlier of the original vesting date of the option or the individual’s
termination of employment.
Under the
recently revised Financial Accounting Standards Board Statement No. 123,
"Share-Based Payment," the Company will apply the expense recognition provisions
relating to stock options beginning in the second quarter of fiscal 2006.
As a result of the acceleration, the Company expects to reduce the stock option
expense it otherwise would be required to record by approximately $6.0 million
in fiscal 2006, $7.4 million in fiscal 2007, $7.4 million in fiscal 2008, $4.6
million in fiscal 2009, and $0.2 million in fiscal 2010 on a pre-tax
basis. The acceleration of the vesting of these options did not result in
a charge based on generally accepted accounting principles.
The
Company believes that the
acceleration is in the best interest of stockholders as it will reduce the
company’s reported compensation expense in future periods in light of this new
accounting regulations that will take effect in the second quarter of fiscal
2006.
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PLANTRONICS,
INC. |
|
|
|
Date: March
10, 2005 |
By: |
/s/ Barbara
Scherer |
|
Barbara
Scherer |
|
Senior
Vice President and Chief Financial Officer |