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): January 13, 2009
PLANTRONICS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation)
|
1-12696
(Commission
File No.)
|
77-0207692
(I.R.S.
Employer
Identification
Number)
|
345
Encinal Street, Santa Cruz, California 95060
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (831) 426-5858
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
provision (
see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02 Results of Operations and
Financial Condition
Attached
hereto as Exhibit 99.1 and incorporated by reference herein is the Plantronics,
Inc. (“Plantronics” or the “Company”) press release, dated January 14, 2009,
announcing preliminary financial results for the third quarter ended December
27, 2008.
Item
2.05 Costs Associated with Exit or
Disposal
Activities
On
January 14, 2009, Plantronics announced a restructuring plan to lower its cost
structure and improve efficiencies by reducing its worldwide workforce by
18% effective immediately. As a result of the reduction in headcount,
Plantronics expects to record restructuring and other related charges,
consisting primarily of employee termination costs of approximately $7.7 to $8.2
million in the fourth quarter ended March 28, 2009. All actions are
expected to be completed in the fourth quarter.
Item
2.06 Material Impairments
On
January 13, 2009, Plantronics concluded that it will be required to record an
impairment charge in the range of $60 to $80 million to reduce the carrying
value of its goodwill and intangible assets, largely as a result of the adverse
impact of the current macroeconomic business environment on its long-term
financial outlook. This range is a preliminary estimate only.
Plantronics is continuing to evaluate the impairment of these assets, and the
amount of the actual impairment charge may vary materially from this
estimate. Plantronics expects to record this charge in the current fiscal
quarter ending December 27, 2008. The impairment(s) will not result in any
current or future cash expenditures.
Use
of Non-GAAP Financial Information
Plantronics
excludes non-recurring transactions such as restructuring charges and the
release of certain tax reserves as well as non-cash expenses and charges such as
stock-based compensation related to stock options, awards and employee stock
purchases, purchase accounting amortization and goodwill and intangible asset
impairment charges from non-GAAP net income, non-GAAP earnings per share,
non-GAAP operating income, non-GAAP operating margin and non-GAAP effective tax
rate. Plantronics excludes these expenses from its non-GAAP measures primarily
because Plantronics does not believe they are reflective of ongoing operating
results and are not part of its target operating model. Plantronics believes
that the use of non-GAAP financial measures provides meaningful supplemental
information regarding its performance and liquidity, and helps investors compare
actual results to its long-term target operating model goals. Plantronics
believes that both management and investors benefit from referring to these
non-GAAP financial measures in assessing its performance and when planning,
forecasting and analyzing future periods.
Cautionary
Note Regarding Forward-Looking Statements
This
current report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Exchange Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including
statements relating to (i) the restructuring plan, (ii) the Company’s
expectation that it will incur approximately $7.7 to $8.2 million in related
restructuring charges, and record an impairment charge in the range of $60 to
$80 million, (iii) the Company’s expectation that it will realize
annualized savings from cost reductions of approximately $50
million, (iv) the Company’s expectation that it will retain its
profitability and increase its competitive position, (v) the Company’s estimates
of revenue for the third quarter of fiscal 2009, as well as (vi) other matters
discussed in the attached press release that are not purely historical
data. The Company does not assume any obligation to update or revise
any such forward-looking statements, whether as the result of new developments
or otherwise.
Forward-looking
statements involve risks and uncertainties that may cause actual results to
differ materially from those contemplated by such statements. These risks and
uncertainties include, but are not limited to, unexpected delays and
uncertainties affecting the Company’s ability to realize targeted expense
reductions and annualized savings through implementation of the restructuring
plan , inability to sufficiently reduce the Company’s operational expenses and
maintain its profitability levels, inability to implement its strategic
investments, inability to accurately predict global economic conditions and its
effect upon the Company’s performance, lower than expected revenues during the
third quarter of fiscal 2009, as well as other risks indicated in the Company’s
filings with the Securities and Exchange Commission, including its Annual Report
on Form 10-K filed May 27, 2008, quarterly reports filed on Form 10-Q and other
filings with the Securities and Exchange Commission as well as recent press
releases. These filings can be accessed over the Internet at http://www.sec.gov/edgar/searchedgar/companysearch.html.
Item
9.01 Financial Statements and Exhibits
Number
|
Description
of Document
|
99.1
|
Text
of Press Release issued by Plantronics, Inc., dated January 14, 2009, and
titled “Plantronics
Announces
Anticipated Third Quarter Results and Restructuring Plan to Reduce
Costs.”
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
January 14, 2009
|
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PLANTRONICS,
INC.
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|
|
|
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By:
|
/s/
|
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Name:
|
Barbara
Scherer
|
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Title:
|
Senior
Vice President and Chief Financial Officer (Principal Financial
and Accounting Officer)
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EXHIBIT
INDEX
Number
|
Description
of Document
|
99.1
|
Text of Press Release
issued by Plantronics, Inc., dated January 14, 2009, and titled
“Plantronics Announces Anticipated Third Quarter Results and Restructuring
Plan to Reduce Costs." |
|
|
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