ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PLANTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(in
thousands)
March 31,
----------------------
2001 2002
---------- ----------
ASSETS
Current assets:
Cash and cash equivalents................................. $ 60,544 $ 43,048
Marketable securities..................................... 13,385 17,262
Accounts receivable, net.................................. 54,808 43,838
Inventory, net............................................ 48,235 36,103
Deferred income taxes..................................... 7,110 5,866
Other current assets...................................... 1,449 2,452
---------- ----------
Total current assets.................................. 185,531 148,569
Property, plant and equipment, net........................... 32,683 35,700
Intangibles, net............................................. 787 4,584
Goodwill, net................................................ 6,084 9,542
Other assets................................................. 2,792 2,663
---------- ----------
Total assets.......................................... $ 227,877 $ 201,058
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 10,836 $ 14,071
Accrued liabilities....................................... 25,398 25,868
Income taxes payable...................................... 12,519 11,961
---------- ----------
Total current liabilities............................. 48,753 51,900
Deferred tax liability....................................... 6,077 7,165
---------- ----------
Total liabilities..................................... 54,830 59,065
---------- ----------
Commitments and contingencies (note 8)
Stockholders' equity:
Common stock, $0.01 par value per share; 100,000 shares
authorized, 59,098 shares and 59,226 shares issued
at 2001 and 2002, respectively.......................... 591 592
Additional paid-in capital................................ 148,188 152,194
Accumulated other comprehensive loss...................... (1,172) (1,203)
Retained earnings......................................... 207,626 243,874
---------- ----------
355,233 395,457
Less: Treasury stock (common: 9,919 and 13,368
at 2001 and 2002, respectively) at cost................... (182,186) (253,464)
---------- ----------
Total stockholders' equity............................ 173,047 141,993
---------- ----------
Total liabilities and stockholders' equity............ $ 227,877 $ 201,058
========== ==========
The accompanying notes are an integral part of these
consolidated financial statements.
PLANTRONICS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except earnings per share)
Fiscal Year Ended March 31,
-----------------------------------
2000 2001 2002
---------- ----------- ----------
Net sales............................................. $ 309,143 $ 390,748 $ 311,181
Cost of sales......................................... 129,513 180,946 163,336
---------- ----------- ----------
Gross profit....................................... 179,630 209,802 147,845
---------- ----------- ----------
Operating expenses:
Research, development and engineering.............. 21,868 26,999 30,303
Selling, general and administrative................ 64,457 80,789 76,273
---------- ----------- ----------
Total operating expenses......................... 86,325 107,788 106,576
---------- ----------- ----------
Operating income...................................... 93,305 102,014 41,269
Interest and other income, net........................ 1,573 138 1,931
---------- ----------- ----------
Income before income taxes............................ 94,878 102,152 43,200
Income tax expense.................................... 30,361 28,602 6,952
---------- ----------- ----------
Net income............................................ $ 64,517 $ 73,550 $ 36,248
========== =========== ==========
Net income per share - basic.......................... $ 1.30 $ 1.49 $ 0.77
========== =========== ==========
Shares used in basic per share calculations........... 49,515 49,213 47,304
========== =========== ==========
Net income per share - diluted........................ $ 1.22 $ 1.38 $ 0.74
========== =========== ==========
Shares used in diluted per share calculations......... 53,019 53,263 49,238
========== =========== ==========
The accompanying notes are an integral part of these
consolidated financial statements.
PLANTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Fiscal Year Ended March 31,
-----------------------------------
2000 2001 2002
---------- ----------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................................... $ 64,517 $ 73,550 $ 36,248
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.......................... 6,651 9,443 9,464
Deferred income taxes.................................. (6,493) (1,406) 1,028
Income tax benefit associated with stock options....... 15,098 16,574 1,106
Loss (gain) on disposal of fixed assets................ (12) 38 142
Changes in assets and liabilities, excluding
effects of acquisition:
Accounts receivable, net................................. (991) (8,050) 12,559
Inventory, net........................................... (14,863) (14,483) 14,532
Other current assets..................................... 6,277 (58) 316
Other assets............................................. (119) (270) (27)
Accounts payable......................................... 1,994 (611) 2,531
Accrued liabilities...................................... 172 (7,209) (517)
Income taxes payable..................................... 11,273 736 (558)
---------- ----------- ----------
Cash provided by operating activities......................... 83,504 68,254 76,824
---------- ----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of marketable securities.......... 3,800 17,750 23,143
Purchase of marketable securities.......................... (8,800) (25,885) (27,271)
Capital expenditures and other assets...................... (17,588) (17,393) (11,368)
Acquisition of Ameriphone, net of cash acquired............ -- -- (10,416)
---------- ----------- ----------
Cash used for investing activities............................ (22,588) (25,528) (25,912)
---------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock................................. (72,613) (40,050) (72,082)
Proceeds from sale of treasury stock....................... 2,094 2,781 2,516
Proceeds from exercise of stock options.................... 6,875 15,097 1,189
Other...................................................... -- (281) (31)
---------- ----------- ----------
Cash used for financing activities (63,644) (22,453) (68,408)
---------- ----------- ----------
Net increase (decrease) in cash and cash equivalents.......... (2,728) 20,273 (17,496)
Cash and cash equivalents at beginning of year................ 42,999 40,271 60,544
---------- ----------- ----------
Cash and cash equivalents at end of year...................... $ 40,271 $ 60,544 $ 43,048
========== =========== ==========
SUPPLEMENTAL DISCLOSURES
Cash paid for:
Interest................................................... $ 62 $ 93 $ 112
Income taxes............................................... $ 13,150 $ 14,257 $ 11,778
The accompanying notes are an integral part of these
consolidated financial statements.
PLANTRONICS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY
(in thousands, except share amounts)
Accumulated
Other Total
Common Stock Additional Compre- Stock-
------------------- Paid-In hensive Retained Treasury holders'
Shares Amount Capital Loss Earnings Stock Equity
----------- ------ ---------- ---------- --------- ---------- ----------
Balance at March 31, 1999....... 50,395,329 $ 555 $ 91,053 $ (891) $ 69,559 $ (70,871) $ 89,405
----------- ------ ---------- ---------- --------- ---------- ----------
Net income...................... -- -- -- -- 64,517 -- 64,517
Exercise of stock options....... 2,180,493 21 6,854 -- -- -- 6,875
Income tax benefit associated
with stock options............ -- -- 15,098 -- -- -- 15,098
Purchase of treasury stock...... (3,802,500) -- -- -- -- (72,613) (72,613)
Sale of treasury stock.......... 123,291 -- 1,350 -- -- 744 2,094
----------- ------ ---------- ---------- --------- ---------- ----------
Balance at March 31, 2000....... 48,896,613 576 114,355 (891) 134,076 (142,740) 105,376
----------- ------ ---------- ---------- --------- ---------- ----------
Net income...................... -- -- -- -- 73,550 -- 73,550
Foreign currency
translation adjustments....... -- -- -- (281) -- -- (281)
----------
Comprehensive income............ 73,269
----------
Exercise of stock options....... 1,516,000 15 15,082 -- -- -- 15,097
Income tax benefit associated
with stock options............ -- -- 16,574 -- -- -- 16,574
Purchase of treasury stock...... (1,333,100) -- -- -- -- (40,050) (40,050)
Sale of treasury stock.......... 99,925 -- 2,177 -- -- 604 2,781
----------- ------ ---------- ---------- --------- ---------- ----------
Balance at March 31, 2001....... 49,179,438 591 148,188 (1,172) 207,626 (182,186) 173,047
----------- ------ ---------- ---------- --------- ---------- ----------
Net income...................... -- -- -- -- 36,248 -- 36,248
Foreign currency
translation adjustments....... -- -- -- (31) -- -- (31)
----------
Comprehensive income............ 36,217
----------
Exercise of stock options....... 127,449 1 1,188 -- -- -- 1,189
Income tax benefit associated
with stock options............ -- -- 1,106 -- -- -- 1,106
Purchase of treasury stock...... (3,581,421) -- -- -- -- (72,082) (72,082)
Sale of treasury stock.......... 133,110 -- 1,712 -- -- 804 2,516
----------- ------ ---------- ---------- --------- ---------- ----------
Balance at March 31, 2002....... 45,858,576 $ 592 $ 152,194 $ (1,203) $ 243,874 $ (253,464) $ 141,993
=========== ====== ========== ========== ========= ========== ==========
The accompanying notes are an integral part of these
consolidated financial statements.
PLANTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
1. THE COMPANY
Plantronics, Inc. ("Plantronics," "we," "our," or "us"),
introduced the first lightweight communications headset in 1962. Since that
time, we have become a worldwide leading designer, manufacturer and marketer of
lightweight communications headset products.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
MANAGEMENT'S USE OF ESTIMATES AND ASSUMPTIONS. The preparation
of financial statements in accordance with generally accepted accounting
principles in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of financial
statements and the reported amounts of sales and expenses during the reporting
period. Actual results could differ from those estimates.
PRINCIPLES OF CONSOLIDATION. The consolidated financial
statements include the accounts of Plantronics and its subsidiary companies.
Intercompany transactions and balances have been eliminated upon consolidation.
FISCAL YEAR. Our fiscal year end is the Saturday closest to
March 31. For purposes of presentation, we have indicated our accounting year
ending on March 31. Results of operations for the fiscal year 2000 included 53
weeks. Results of operations for the fiscal year 2001 and 2002 included 52
weeks.
CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES. We
consider all highly liquid investments with an original maturity of ninety days
or less at the date of purchase to be cash equivalents. Investments maturing
between three and twelve months from the date of purchase are classified as
marketable securities.
Management determines the appropriate classification of
investment securities at the time of purchase and re-evaluates that designation
as of each balance sheet date. As of March 31, 2002, investment securities were
classified as held-to-maturity, as we intended, and had the ability to, hold
these securities to maturity. Held-to-maturity securities are stated at
amortized cost, which approximates fair market value.
The estimated fair values of cash equivalents and marketable
securities are based on quoted market prices. As of March 31, 2002, we had $17.3
million in marketable securities. As of the dates below, our cash and cash
equivalents consisted of the following:
March 31,
------------------------
2001 2002
----------- -----------
(in thousands)
Cash.................................................. $ 6,884 $ 7,511
Cash equivalents...................................... 53,660 35,537
----------- -----------
Cash and cash equivalents............................. $ 60,544 $ 43,048
=========== ===========
INVENTORY. Inventory is stated at the lower of cost or market.
Cost is computed using standard cost, which approximates actual cost on a
first-in, first-out basis. We periodically review for excess and obsolete
inventories and reduce carrying amounts to estimated net realizable value.
DEPRECIATION AND AMORTIZATION. Property and equipment are
stated at cost less accumulated depreciation and amortization. Depreciation and
amortization are principally calculated using the straight-line method over the
estimated useful lives of the respective assets. In accordance with our adoption
of SFAS No. 142, "Goodwill and Other Intangible Assets," goodwill is not
amortized, for periods subsequent to April 1, 2001, but is tested annually for
impairment, or more often as deemed necessary. Identified intangible assets are
amortized over their estimated economic lives, which range from three to seven
years.
REVENUE RECOGNITION. Revenue is recognized net of estimated
product returns, exchanges, credits for price protection, volume rebates, and
sales incentive credits given to customers in excess of the fair value of
benefits received when products are shipped or upon delivery to customers,
depending on the terms of the sale, and when collectibility is reasonably
assured. We also provide for the estimated cost of repair or replacement
products under warranty at the time of sale.
ADVERTISING COSTS. We expense all advertising costs as
incurred. Advertising expense, which includes corporate and the fair value of
cooperative advertising, for the years ended March 31, 2000, 2001 and 2002 was
$4.3 million, $6.7 million, and $2.5 million, respectively. Advertising expense
for prior fiscal years has been restated in accordance with EITF 01-9 (see
Recent Accounting Pronouncements section below).
CONCENTRATION OF CREDIT RISK. Financial instruments that
potentially subject Plantronics to concentrations of credit risk consist
principally of cash equivalents, marketable securities and trade receivables.
Our cash investment policies limit investments to those that are short-term and
low risk. Cash equivalents have an original maturity of ninety days or less;
marketable securities have an original maturity of greater than ninety days, but
less than one year. Concentrations of credit risk with respect to trade
receivables are generally limited due to the large number of customers that
comprise our customer base, and their dispersion across different geographies
and markets. We perform ongoing credit evaluations of our customers' financial
condition and generally require no collateral from our customers. We maintain an
allowance for uncollectible accounts receivable based upon expected
collectibility of all accounts receivable.
FAIR VALUE OF FINANCIAL INSTRUMENTS. The carrying value of our
financial instruments, including cash, cash equivalents, marketable securities,
accounts receivable, accrued expenses and liabilities, approximate fair value
due to their short maturities.
INCOME TAXES. We account for income taxes under the liability
method, which recognizes deferred tax assets and liabilities for the expected
future tax consequences of temporary differences between the tax basis of assets
and liabilities and their financial statement reported amounts. We account for
tax credits as a reduction of tax expense in the year in which the credits
reduce taxes payable.
FOREIGN OPERATIONS AND CURRENCY TRANSLATION. The functional
currency of the Mexican manufacturing operations and European sales and
logistics headquarters is the U.S. dollar. Accordingly, all revenues and cost of
sales related to foreign operations are recorded using the U.S. dollar as
functional currency. The functional currency of our foreign sales and marketing
and research and development operations is the local currency of the respective
operations. The assets and liabilities of the subsidiaries whose functional
currencies are other than the U.S. dollar are translated into U.S. dollars at
the current exchange rate in effect at the balance sheet date. Income and
expense items are translated using the average exchange rate for the period.
Cumulative translation adjustments are included in accumulated other
comprehensive income (loss), which is reflected as a separate component of
stockholders' equity. Foreign currency transaction gains and losses are included
in the results of operations.
EARNINGS PER SHARE. Basic Earnings Per Share ("EPS") is
computed by dividing net income available to common stockholders (numerator) by
the weighted average number of common shares outstanding (denominator) during
the period. Basic EPS excludes the dilutive effect of stock options. Diluted EPS
gives effect to all dilutive potential common shares outstanding during a
period. In computing diluted EPS, the average stock price for the period is used
in determining the number of shares assumed to be purchased using the proceeds
from the exercise of stock options.
Following is a reconciliation of the numerators and
denominators of the basic and diluted EPS:
Fiscal Year Ended March 31,
2000 2001 2002
---------- ----------- ----------
(in thousands, except earnings per share)
Net income............................................ $ 64,517 $ 73,550 $ 36,248
========== =========== ==========
Weighted average shares-basic......................... 49,515 49,213 47,304
Effect of dilutive securities-employee stock options.. 3,504 4,050 1,934
---------- ----------- ----------
Weighted average shares-diluted....................... 53,019 53,263 49,238
========== =========== ==========
Net earnings per common share-basic................... $ 1.30 $ 1.49 $ 0.77
========== =========== ==========
Net earnings per common share-diluted................. $ 1.22 $ 1.38 $ 0.74
========== =========== ==========
COMPREHENSIVE INCOME. Comprehensive income includes charges or credits to
equity that are not the result of transactions with owners. Cumulative other
comprehensive loss, as presented in the accompanying consolidated balance
sheets, consists of foreign currency translation adjustments.
STOCK-BASED COMPENSATION. Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"),
encourages, but does not require, companies to record compensation cost for
stock-based employee compensation plans based on the fair value of options
granted. We have elected to continue to account for stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" and related
interpretations, and to provide additional disclosures with respect to the pro
forma effects of adoption had we recorded compensation expense as provided in
SFAS 123 (see note 10 to the audited financial statements).
RECENT ACCOUNTING PRONOUNCEMENTS. In July 2001, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards No. 141 ("SFAS 141"), "Business Combinations." SFAS 141 requires the
purchase method of accounting for business combinations initiated after June 30,
2001, eliminates the pooling-of-interests method, and changes the criteria to
recognize intangible assets apart from goodwill. The adoption of SFAS 141 in
fiscal year 2002 did not have a significant impact on our financial position and
results of operations.
In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS 142 requires, among other things, the discontinuance of
goodwill amortization and the testing for impairment of goodwill at least
annually. The adoption of SFAS 142 in the first quarter of the fiscal year
ending March 31, 2002, did not have a material effect on our financial position
and results of operations for fiscal 2002.
On October 3, 2001, the FASB issued SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets." SFAS 144 supercedes SFAS
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." SFAS 144 addresses financial accounting and reporting
for the (a) recognition and measurement of the impairment of long-lived assets
to be held and used and (b) measurement of long-lived assets to be disposed of
by sale. SFAS 144 requires testing long-lived assets for impairment whenever
events or changes in circumstances indicate that their carrying amount may not
be recoverable. Methods for testing impairment include estimates of future cash
flows and fair value. Additionally, SFAS 144 expands the scope of discontinued
operations to include all components of an entity with operations that (1) can
be distinguished from the rest of the entity and (2) will be eliminated from the
ongoing operations of the entity in a disposal transaction. SFAS 144 is
effective for financial statements issued for fiscal years beginning after
December 15, 2001. We do not expect the adoption of SFAS 144 to have a
significant impact on our financial statements.
In 2001, the FASB's Emerging Issues Task Force released Issue
No. 00-25, since incorporated into "EITF 01-9," "Accounting for Consideration
Given by a Vendor to a Customer or a Reseller of the Vendor's Products" ("EITF
01-9"), which Plantronics adopted in January 2002. EITF 01-9 requires that
consideration paid by a vendor to a reseller should be classified on the
vendor's income statement as a reduction of revenue unless a separate
identifiable benefit is received by the vendor, the fair value of the benefit
can be reasonably estimated and the consideration does not exceed such value. We
determined that various promotional consideration paid to distributors and
retailers, which were historically classified as sales and marketing expense,
should be reclassified as a reduction of revenues to comply with EITF 01-9.
Financial information for all periods presented has been reclassified to comply
with the new requirements. For our fiscal years ending 2000, 2001 and
2002, the effect was to reduce revenues by $5.9 million, $10.3 million and $9.3
million, respectively, offset by an equivalent reduction in selling, general and
administrative expense. There is no impact on operating margin, net income
or EPS for this accounting change.
RECLASSIFICATIONS. Certain reclassifications have been made to
prior year balances in order to conform to the current year presentation.
3. DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS
March 31,
------------------------
2001 2002
----------- -----------
(in thousands)
Accounts receivable, net:
Accounts receivable from customers................. $ 70,697 $ 58,195
Less: sales returns, promotions and rebates........ (13,216) (11,347)
Less: allowance for doubtful accounts.............. (2,673) (3,010)
----------- -----------
$ 54,808 $ 43,838
=========== ===========
Inventory, net:
Finished goods..................................... $ 27,741 $ 23,576
Work in process.................................... 1,280 831
Purchased parts.................................... 22,984 18,068
Less: allowance for excess and obsolete inventory.. (3,770) (6,372)
----------- -----------
$ 48,235 $ 36,103
=========== ===========
Property, plant and equipment:
Land............................................... $ 4,693 $ 4,693
Buildings and improvements (useful life 7-30 years) 14,692 16,350
Machinery and equipment (useful life 2-10 years)... 49,891 52,747
----------- -----------
69,276 73,790
Less: accumulated depreciation..................... (36,593) (38,090)
----------- -----------
$ 32,683 $ 35,700
=========== ===========
Accruals:
Employee benefits.................................. $ 9,730 $ 11,008
Accrued advertising and sales and marketing........ 1,756 1,938
Warranty accrual................................... 6,619 6,420
Accrued other...................................... 7,293 6,502
----------- -----------
$ 25,398 $ 25,868
=========== ===========
4. DEBT
We have an unsecured revolving credit facility with a major
bank for $75 million that matures on January 15, 2003. Any principal outstanding
bears interest at our choice of prime rate minus 1% or LIBOR plus 0.875%,
depending on the rate choice and performance level ratios. There were no
borrowings outstanding under the facility at March 31, 2002. The revolving
credit facility includes certain covenants that materially limit our ability to
incur debt and pay dividends, among other matters. We were in compliance with
the terms of the covenants as of March 31, 2002.
5. COMMON AND TREASURY STOCK
On June 29, 2000, our Board of Directors approved a
three-for-one split of our Common Stock, effected as a stock dividend. All
stockholders of record on July 18, 2000 (the "Record Date") received two
additional shares for each share owned on the Record Date. Shares resulting from
the split were distributed by the transfer agent on August 8, 2000. All share
and per-share numbers contained herein for all periods presented reflect this
stock split, unless otherwise noted.
As of the beginning of fiscal 2000, there were 1,357,221 shares
of Common Stock authorized for repurchase under our stock repurchase plan.
During fiscal 2000, the Board of Directors authorized Plantronics to repurchase
an additional 3,000,000 shares of Common Stock. During fiscal 2000, we
repurchased 3,802,500 shares of our Common Stock in the open market at a total
cost of $72.6 million, and an average price of $19.09 per share. Through our
employee benefit plans, we reissued 123,291 shares for proceeds of $2.1 million.
Shares repurchased in fiscal year 2000 that exceeded the additional 3,000,000
shares pertained to authorizations from prior years.
During fiscal 2001, the Board of Directors authorized
Plantronics to repurchase an additional 1,500,000 shares of Common Stock. During
fiscal 2001, we repurchased 1,333,100 shares of our Common Stock in the open
market at a total cost of $40.1 million, and an average price of $30.02 per
share. Through our employee benefit plans, we reissued 99,925 shares for
proceeds of $2.8 million.
During fiscal 2002, the Board of Directors authorized
Plantronics to repurchase an additional 3,000,000 shares of Common Stock. During
fiscal 2002, we repurchased 3,581,421 shares of our Common Stock in the open
market at a total cost of $72.1 million, and an average price of $20.10 per
share. Through our employee benefit plans, we reissued 133,110 shares for
proceeds of $2.5 million. Shares repurchased in fiscal year 2002 that exceeded
the additional 3,000,000 shares pertained to authorizations from prior years. As
of March 31, 2002, there were 140,200 remaining shares authorized for repurchase
under all repurchase authorizations.
Preferred Stock Rights Agreements. On March 13, 2002,
Plantronics' Board of Directors adopted a Preferred Stock Rights Agreement under
which we declared a dividend of one right to purchase one one-thousandth (0.001)
share of Plantronics' Series A Participating Preferred Stock for each
outstanding share of Common Stock. The rights will separate from the Common
Stock and become exercisable following (i) the tenth (10th) day (or
such later date as may be determined by the Board of Directors) after a person
or group of affiliated or associated persons has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the Common Stock then
outstanding or (ii) the tenth (10th) business day (or such later date
as may be determined by the Board of Directors) after a person or group
announces a tender or exchange offer, the consummation of which would result in
ownership by a person or group of 15% or more of the then outstanding Common
Stock. Each right will entitle the holder to purchase from Plantronics for an
exercise price of $170.00, the "Exercise Price," subject to adjustments, one
one-thousandth (0.001) of a share of Series A Preferred Stock with economic
terms similar to that of one share of Common Stock. If an acquirer (an
"Acquiring Person") obtains 15% or more of Plantronics' Common Stock, then each
Right (other than Rights owned by an Acquiring Person or its affiliates) will
entitle the holder thereof to purchase, for the Exercise Price, a number of
shares of Plantronics' Common Stock having a then-current market value of twice
the Exercise Price. The Rights expire on the earliest of (a) April 12, 2012 or
(b) the exchange or redemption of the Rights described above. Rights will not
have any voting rights.
6. INCOME TAXES
Income tax expense for fiscal 2000, 2001 and 2002 consisted of
the following:
Fiscal Year Ended March 31,
--------------------------------
2000 2001 2002
---------- --------- ---------
(in thousands)
Current:
Federal.................................. $ 29,130 $ 23,132 $ 2,782
State.................................... 2,419 1,900 (2,310)
Foreign.................................. 5,305 4,976 5,446
Deferred:
Federal.................................. (6,349) (1,371) 940
State.................................... (144) (35) 94
---------- --------- ---------
$ 30,361 $ 28,602 $ 6,952
========== ========= =========
Pre-tax earnings of the foreign subsidiaries were $28.1
million, $34.5 million and $24.0 million for fiscal years 2000, 2001 and 2002,
respectively. Cumulative earnings of foreign subsidiaries that have been
permanently reinvested as of March 31, 2002 totaled $116 million.
The following is a reconciliation between statutory federal
income taxes and the total provision for taxes on pre-tax income:
Fiscal Year Ended March 31,
--------------------------------
2000 2001 2002
---------- --------- ---------
(in thousands)
Tax expense at statutory rate............... $ 33,208 $ 35,753 $ 15,120
Foreign operations taxed at different rates. (4,422) (7,451) (2,956)
Foreign tax credit.......................... -- (2,097) (181)
State taxes, net of federal benefit......... 1,572 1,900 273
R&D credit.................................. (460) (640) (3,049)
Favorable tax assessment.................... -- -- (2,562)
Other, net.................................. 463 1,137 307
---------- --------- ---------
$ 30,361 $ 28,602 $ 6,952
========== ========= =========
Deferred tax assets and liabilities represent the tax effects
of temporary differences between the carrying amounts of assets and liabilities
for financial reporting and income tax purposes. Significant components of our
deferred tax assets and liabilities are as follows:
March 31,
--------------------
2001 2002
--------- ---------
(in thousands)
Current assets (liabilities):
Accruals and other reserves.......................... $ 6,878 $ 4,790
Other deferred tax assets............................ 232 1,076
--------- ---------
$ 7,110 $ 5,866
Non-current assets (liabilities):
Deferred gains on sales of properties................ $ (2,413) $ (2,413)
Unremitted earnings of certain subsidiaries.......... (3,357) (3,064)
Deferred state tax................................... 567 730
Other deferred tax liabilities....................... (874) (2,418)
--------- ---------
$ (6,077) $ (7,165)
Total net deferred tax assets (liabilities)............. $ 1,033 $ (1,299)
========= =========
7. EMPLOYEE BENEFIT PLANS
For fiscal 2000, subject to eligibility requirements,
substantially all domestic employees participated in our qualified profit
sharing and 401(k) plan. Under the plan, participating employees received
quarterly cash, annual cash and annual deferred profit sharing payments. All
other employees, with the exception of direct labor in Mexico, participated in
quarterly cash profit sharing plans. Domestic employees also had the option of
participating in a salary deferral component of the plan, qualified under
Section 401(k) of the Internal Revenue Code. The profit sharing benefits were
based on Plantronics' results of operations before interest and taxes, adjusted
for other items. The percentage of profit distributed to employees varied by
location. The profit sharing was paid in four quarterly installments, and for
qualified associates, one annual cash payment and an annual deferred payment.
Profit sharing payments were allocated to employees based on each participating
employee's base salary as a percent of all participants' base salaries. The
annual profit sharing distributions were made up of a cash distribution and a
tax deferred distribution made to individual accounts of participants held in
trust. The deferred portion was subject to a two-year vesting schedule based on
an employee's date of hire. Total annual and quarterly profit sharing payments
were $10.2 million for fiscal 2000.
In fiscal 2001, we amended our qualified profit sharing and
401(k) plan for U.S. employees. Our profit sharing programs for non-U.S.
employees remained unchanged in fiscal 2001 and fiscal 2002. For fiscal 2001 and
thereafter, Plantronics offers two separate compensation programs: quarterly
cash profit sharing equal to 5% of quarterly profit for distribution to
qualified associates, and deferred compensation using the 3% "safe harbor"
contribution under the Internal Revenue Code Sections 401(k)(12) and 401(m)(11).
We also increased the employer matching contribution from 25% under the prior
qualified 401(k) plan to 50% of the first 6% of pay contributed to the salary
deferral plan. With this amendment, the annual cash profit sharing payment was
eliminated and replaced by a 20% increase to our associates' base pay in fiscal
2001. Total quarterly profit sharing payments were $6.7 million and $2.8 million
for fiscal 2001 and 2002, respectively.
8. COMMITMENTS AND CONTINGENCIES
MINIMUM FUTURE RENTAL PAYMENTS. We lease certain equipment and
facilities under operating leases expiring in various years through 2015.
Minimum future rental payments under non-cancelable operating leases having
remaining terms in excess of one year as of March 31, 2002, (in thousands):
Amount
Fiscal Year Ending March 31, ----------
2003...................................... $ 2,539
2004...................................... 2,129
2005...................................... 1,939
2006...................................... 1,080
2007...................................... 650
Thereafter................................ 4,041
----------
Total minimum future rental payments........ $ 12,378
==========
Total rent expense for operating leases was approximately $1.1
million in fiscal 2000, $1.8 million in fiscal 2001, and $2.5 million in fiscal
2002.
EXISTENCE OF RENEWAL OPTIONS. Certain operating leases provide
for renewal options for periods from one to three years. In the normal course of
business, operating leases are generally renewed or replaced by other leases.
CLAIMS AND LITIGATION. We are presently engaged in a lawsuit
filed in the Superior Court in Santa Clara County, California by Hello Direct
(now GN Hello Direct), a former Plantronics distributor which was acquired by
Plantronics' competitor, GN Netcom. The lawsuit makes various claims associated
with the termination of the distribution relationship between Plantronics and
Hello Direct, including that Hello Direct has suffered approximately $11 million
in damages as a result of the termination. We believe Hello Direct's claims are
without merit and we have filed a counter-claim against them.
Although we cannot presently determine the outcome of these
claims and other such claims arising in the normal course of business, we
believe the ultimate resolution of these claims is not likely to have a material
adverse effect on our financial position, results of operations or cash flows.
If not successful in defending our claims, however, the resulting outcome could
have a material adverse impact on our business, future operating results or cash
flows.
9. SEGMENTS AND ENTERPRISE-WIDE DISCLOSURES
SEGMENTS. We are engaged in the design, manufacture, marketing
and sales of telecommunications equipment including headsets, telephone headset
systems, and other specialty telecommunications products. Plantronics considers
itself to operate in one business segment.
PRODUCTS AND SERVICES. We organize our operations to focus on
three principal markets: call center and office products, mobile and computer
products, and other specialty products. The following table presents net revenue
by market:
Fiscal Year Ended March 31,
2000 2001 2002
---------- --------- ---------
(in thousands)
Net revenues from unaffiliated customers:
Call center and office................... $ 275,796 $ 313,707 $ 237,505
Mobile and computer...................... 20,247 62,688 61,387
Other specialty products................. 13,100 14,353 12,289
---------- --------- ---------
$ 309,143 $ 390,748 $ 311,181
========== ========= =========
MAJOR CUSTOMERS. No customer accounted for 10% or more of total
revenue for fiscal year 2000, 2001 or 2002.
GEOGRAPHIC INFORMATION. In geographical reporting, revenues are
attributed to the geographical location of the sales and service organizations.
The following table presents net revenues and long-lived assets by geographic
area:
Fiscal Year Ended March 31,
2000 2001 2002
---------- --------- ---------
(in thousands)
Net revenues from unaffiliated customers:
United States............................ $ 203,905 $ 266,271 $ 213,655
International............................ 105,238 124,477 97,526
---------- --------- ---------
$ 309,143 $ 390,748 $ 311,181
========== ========= =========
Long-lived assets:
United States............................ $ 15,371 $ 19,980 $ 23,267
International............................ 8,206 12,703 12,433
---------- --------- ---------
$ 23,577 $ 32,683 $ 35,700
========== ========= =========
10. STOCK OPTION PLANS AND STOCK PURCHASE PLANS
EMPLOYEE STOCK OPTION PLAN. In September 1993, the Board of
Directors approved the PI Parent Corporation 1993 Stock Option Plan (the "1993
Stock Option Plan"). Under the 1993 Stock Option Plan, 20,927,726 shares of
Common Stock (which number is subject to adjustment in the event of stock
splits, reverse stock splits, recapitalization or certain corporate
reorganizations) are reserved cumulatively since inception for issuance to
employees and consultants of Plantronics, as approved by the Compensation
Committee of the Board of Directors and the Stock Option Plan Committee
(comprised of the CEO and a representative of the Finance, Human Resources, and
Legal departments). The reserved shares include 2,550,000 and 2,000,000 shares,
which were authorized by the Board of Directors and approved by the stockholders
for issuance in fiscal years 2001 and 2002, respectively. The 1993 Stock Plan,
which has a term of ten years, provides for incentive stock options as well as
nonqualified stock options to purchase shares of Common Stock. The Board of
Directors may terminate the 1993 Stock Option Plan at any time at its
discretion.
Incentive stock options may not be granted at less than 100% of
the estimated fair market value of our Common Stock at the date of grant, as
determined by the Board of Directors, and the option term may not exceed ten
years. For holders of 10% or more of the total combined voting power of all
classes of our stock, incentive stock options may not be granted at less than
110% of the estimated fair market value of the Common Stock at the date of grant
and the option term may not exceed five years. Nonqualified stock options may be
granted at less than fair market value, provided, however, that all stock
options granted on or after May 16, 2001, may not be granted at less than 100%
of the estimated fair market value of our Common Stock at the date of grant.
Options granted prior to June 1999 generally vest over a
four-year period and those options granted subsequent to June 1999 generally
vest over a five-year period. In July 1999, the Stock Option Plan Committee was
authorized to make option grants to employees who are not senior executives
pursuant to guidelines approved by the Compensation Committee and subject to
quarterly reporting to the Compensation Committee.
DIRECTORS' STOCK OPTION PLAN. In September 1993, the Board of
Directors adopted a Directors' Stock Option Plan (the "Directors' Option Plan")
and reserved 300,000 shares of Common Stock (which number is subject to
adjustment in the event of stock splits, reverse stock splits, recapitalization
or certain corporate reorganizations) for issuance to non-employee directors of
Plantronics. The reserved shares include 120,000 shares, which were authorized
by the Board of Directors and approved by the stockholders for issuance in
fiscal year 2001. The Directors' Option Plan provides that each non-employee
director shall be granted an option to purchase 12,000 shares of Common Stock on
the date which the person becomes a new director. Annually thereafter, each
continuing non-employee director shall be automatically granted an option to
purchase 3,000 shares of Common Stock. At the end of fiscal year 2002, options
for 222,000 shares of Common Stock were outstanding under the Directors' Option
Plan. All options were granted at fair market value and generally vest over a
four-year period.
Stock option activity under the 1993 Stock Plan and the
Directors' Stock Option Plan are as follows:
Options Outstanding
-----------------------
Weighted
Shares Average
Available Exercise
for Grant Shares Price
------------ ------------ ---------
Balance at March 31, 1999.......... 2,805,824 7,552,122 $ 8.40
Options Granted................. (2,634,375) 2,634,375 21.55
Options Exercised............... -- (2,180,493) 3.15
Options Cancelled............... 107,025 (107,025) 15.40
------------ ------------
Balance at March 31, 2000.......... 278,474 7,898,979 13.88
Options Authorized.............. 2,670,000 -- --
Options Granted................. (1,720,027) 1,720,027 35.02
Options Exercised............... -- (1,516,000) 9.67
Options Cancelled............... 390,984 (390,984) 20.14
------------ ------------
Balance at March 31, 2001.......... 1,619,431 7,712,022 19.12
Options Authorized.............. 2,000,000 -- --
Options Granted................. (2,605,075) 2,605,075 19.61
Options Exercised............... -- (127,449) 9.74
Options Cancelled............... 215,982 (215,982) 26.17
------------ ------------
Balance at March 31, 2002.......... 1,230,338 9,973,666 $ 19.21
============ ============
Exercisable at March 31, 2002................... 5,067,160
============
Significant option groups outstanding at March 31, 2002, and
related weighted average prices and lives are as follows:
Options Outstanding Options Exercisable
--------------------------------------- ------------------------
Number Weighted Number
Outstanding Average Weighted Exercisable Weighted
as of Remaining Average as of Average
Range of March 31, Contractual Exercise March 31, Exercise
Exercise Price 2002 Life Price 2002 Price
- ----------------- ------------ ------------ ------------ ------------ ----------
$ 0.30-$ 11.50... 2,072,166 3.67 $ 5.00 2,072,166 $ 5.00
12.13- 17.49... 2,283,790 8.03 16.15 802,425 14.00
17.89- 21.75... 2,521,671 7.89 20.85 1,078,873 20.71
21.88- 35.46... 2,647,907 8.14 27.74 978,381 27.00
36.00- 55.13... 448,132 8.49 40.96 135,315 41.01
------------ ------------
$ 0.30-$ 55.13... 9,973,666 7.14 $ 19.21 5,067,160 $ 14.98
============ ============
EMPLOYEE STOCK PURCHASE PLAN. On April 23, 1996, the Board of
Directors of Plantronics approved the 1996 Employee Stock Purchase Plan (the
"ESPP"), which was approved by the stockholders on August 6, 1996, to provide
certain employees with an opportunity to purchase Common Stock through payroll
deductions. The plan is a qualified plan under applicable IRS guidelines and
certain highly compensated employees are excluded from participation. Under the
ESPP plan effective through August 1999, the purchase price of the Common Stock
was equal to 95% of the market price of the Common Stock immediately before the
beginning of the applicable participation period and there was a six month
holding period requirement for stock purchased. Under the ESPP plan effective
beginning September 1999, the purchase price of the Common Stock is equal to 85%
of the market price of the Common Stock immediately before the beginning of the
applicable participation period and there is no required holding period. Each
participation period is six months long.
There were 38,193, 25,443, and 41,889 shares issued under the
ESPP in fiscal 2000, 2001, and 2002, respectively.
SENIOR EXECUTIVE STOCK OWNERSHIP PLAN. In November 1996, the
Board of Directors approved a Senior Executive Stock Purchase Plan, effective
January 1, 1997, to encourage ownership of our Common Stock by senior
executives. This is a voluntary plan in which executives are encouraged to
participate and achieve a target ownership over a five-year period in annual
increments of 20% of target or more. The target ownership is equal to two times
the Chief Executive Officer's base salary and one times the individual Vice
Presidents' base salary. To encourage participation, we will sell our Treasury
Stock to executives under this voluntary purchase program. The price will be
equal to the greater of: 95% of the price set by the Board of Directors on an
annual basis or 85% of the fair market value of the stock on the date of
transaction. The various vehicles that are available to executives to obtain
ownership of Plantronics' stock are as follows: 401(k) Plan contributions,
personal IRA account purchases, Deferred Compensation Plan contributions,
outright purchase of stock or exercising and holding vested stock options. The
discounted price is not applicable to exercising and holding of vested stock
options.
FAIR VALUE DISCLOSURES. All options in fiscal 2000, 2001 and
2002 were granted at an exercise price equal to the market value of Plantronics'
Common Stock at the date of grant.
The fair value of options at date of grant was estimated using
the Black-Scholes model. The following assumptions were used and
weighted-average fair values resulted:
Stock Option Plans Employee Stock Purchase Plan
Fiscal Year Ended March 31, Fiscal Year Ended March 31,
2000 2001 2002 2000 2001 2002
--------- --------- --------- --------- --------- ---------
Expected dividend........... 0% 0% 0% 0% 0% 0%
Expected life (in years).... 6.0 6.0 6.0 0.5 0.5 0.5
Expected volatility......... 42.0% 86.0% 51.0% 42.0% 86.0% 59.0%
Risk-free interest rate..... 5.9% 5.5% 4.5% 6.1% 6.1% 3.3%
Weighted-average fair value. $ 10.89 $ 26.55 $ 10.50 $ 3.80 $ 8.39 $ 4.92
Volatility is a measure of the amount by which a price has
fluctuated over an historical period. The higher the volatility, the more the
returns on the stock can be expected to vary. The risk free interest rate is the
rate on a U.S. Treasury bill or bond that approximates the expected life of the
option.
Had compensation expense for our stock option and stock
purchase plans been determined based on the methods prescribed by SFAS 123, our
net income and net income per share would have been as follows:
Fiscal Year Ended March 31,
2000 2001 2002
---------- ---------- ----------
(in thousands, except earnings per share)
Net income:
As reported.............. $ 64,517 $ 73,550 $ 36,248
Pro forma................ $ 56,879 $ 61,427 $ 20,749
Diluted net income per share
As reported.............. $ 1.22 $ 1.38 $ 0.74
Pro forma................ $ 1.07 $ 1.15 $ 0.42
11. ACQUISITION
On January 2, 2002, we acquired 100% of the capital stock of
privately held Ameriphone, Inc. ("Ameriphone") of Garden Grove, CA, to
strengthen our product line in the hearing-impaired market for specialized
telephones and other equipment. The results of Ameriphone's operations have been
included in the consolidated financial statements since that date. Ameriphone is
a leading supplier of amplified telephones and other solutions to address the
needs of individuals with hearing impairment and other special needs. Ameriphone
joined Plantronics' Walker business group, a leading supplier of amplified
telephones, specialty handsets and communication test equipment, in serving the
special needs market.
The aggregate purchase price was $10.4 million, net of cash
acquired. The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed at the date of acquisition. We obtained
third-party valuations of inventory, goodwill and intangible assets from an
independent valuation firm.
January 2,
2002
----------
(in thousands)
Current assets....................... $5,555
Property, plant and equipment........ 503
In-process research and development.. 100
Intangible assets.................... 4,500
Goodwill............................. 3,250
----------
Total assets acquired................ 13,908
----------
Liabilities assumed.................. (3,492)
----------
Net assets acquired................... $10,416
==========
$0.1 million was assigned to in-process research and
development assets which was written off at the date of acquisition. This write-
off is included in research and development costs. Acquired intangible assets of
$4.5 million included developed technology ($2.0 million, 7 year useful life),
customer contracts ($1.3 million, 7 year useful life), patents and trademarks
($1.0 million, 7 year useful life), and non-compete agreements ($0.2 million, 5
year useful life).
The following unaudited pro forma summary presents our results
of operations assuming the Ameriphone acquisition had been consummated at the
beginning of the period:
March 31,
--------------------
2001 2002
--------- ---------
(in thousands, except per share amounts)
Revenue............ $ 402,916 $ 320,307
Net income......... 74,401 37,510
Diluted EPS........ $ 1.40 $ 0.76
12. GOODWILL AND INTANGIBLES
During the first quarter of fiscal year 2002, we early-adopted
Statement of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and
Other Intangible Assets." In accordance with SFAS 142, we discontinued goodwill
amortization in April 2001.
The following table presents net income on a comparable basis,
after adjustment for goodwill amortization:
Fiscal Year Ended March 31,
2000 2001 2002
--------- --------- ----------
(in thousands, except earnings per share)
Reported net income................ $ 64,517 $ 73,550 $ 36,248
Add back : goodwill amortization.. 174 695 --
--------- --------- ----------
Adjusted net income............... $ 64,691 $ 74,245 $ 36,248
========= ========= ==========
Basic earnings per share:
As reported....................... $ 1.30 $ 1.49 $ 0.77
As adjusted....................... $ 1.31 $ 1.51 $ 0.77
Diluted earnings per share:
As reported....................... $ 1.22 $ 1.38 $ 0.74
As adjusted....................... $ 1.22 $ 1.39 $ 0.74
Aggregate amortization expense on intangibles for fiscal 2001
and 2002 was $0.4 million and $0.6 million, respectively. The following table
presents information on acquired intangible assets (in thousands):
March 31, 2001 March 31, 2002
Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization
-------------- -------------- -------------- --------------
Intangible assets
Technology......................... $ 460 $ (192) $ 2,460 $ (417)
State contracts.................... -- 1,300 (46)
Patents............................ -- 700 (25)
Customer lists..................... 533 (222) 533 (400)
Trademarks......................... -- 300 (11)
Workforce in place................. 278 (70) -- --
Non-compete agreements............. -- 200 (10)
In-process research and development 96 (96) 196 (196)
-------------- -------------- -------------- --------------
Total.............................. $ 1,367 $ (580) $ 5,689 $ (1,105)
============== ============== ============== ==============
Estimated amortization expense
Fiscal Year Ending March 31,
2003............................................. $ 902
2004............................................. $ 654
2005............................................. $ 654
2006............................................. $ 654
2007............................................. $ 644
The following table summarizes the changes in the carrying
amount of goodwill during the fiscal year 2001 and 2002:
2001 2002
--------- ---------
(in thousands)
Balance, April 1.................. $ 6,779 $ 6,084
Acquisition..................... -- 3,250
Amortization.................... (695) --
Reclassification of intangible.. -- 208
--------- ---------
Balance, March 31................. $ 6,084 $ 9,542
========= =========
13. FOREIGN CURRENCY HEDGING
Beginning in the first quarter of fiscal year 2002, we entered
into foreign currency forward-exchange contracts, which typically mature in one
month, to hedge the exposure to foreign currency fluctuations of expected
foreign currency-denominated receivables, payables and cash balances. We record
on the balance sheet at each reporting period the fair value of our
forward-exchange contracts and record any fair value adjustments in results of
operations. Gains and losses associated with currency rate changes on the
contracts are recorded in results of operations, as other income (expense),
offsetting transaction gains and losses on the related assets and
liabilities.
During the first quarter of fiscal year 2002, we adopted SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities," as
amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities," which did not have a material impact on our
financial position.
As of March 31, 2002, we had approximately $4.1 million of
foreign currency forward-exchange contracts outstanding, in the Euro and British
Pound Sterling, as a hedge against our forecasted foreign currency-denominated
receivables, payables and cash balances. The following table summarizes our net
currency position, and approximate U.S. dollar equivalent, at March 31,
2002:
(in thousands) USD
Local Currency Equivalent Position Maturity
-------------- ---------- -------- --------
EUR 3,388 $ 3,000 Sell 1 month
GBP 774 $ 1,100 Sell 1 month
Foreign currency transaction losses, net of the effect of
hedging activity, for fiscal 2000, 2001 and 2002 were $0.8 million, $2.2 million
and $0.4 million, respectively.
MANAGEMENT'S REPORT ON RESPONSIBILITY FOR FINANCIAL REPORTING
TO OUR STOCKHOLDERS
The management of Plantronics, Inc. has the responsibility for
preparing the accompanying consolidated financial statements and for their
integrity and objectivity. The statements were prepared in accordance with
accounting principles generally accepted in the United States of America. The
consolidated financial statements include amounts that are based on management's
best estimates and judgments. Management also prepared the other information in
this annual report and is responsible for its accuracy and consistency with the
consolidated financial statements.
We maintain an effective internal control structure. It
consists, in part, of organizational arrangements with clearly defined lines of
responsibility and delegation of authority, and comprehensive systems and
control procedures. We believe this structure provides reasonable assurance that
transactions are executed in accordance with management authorization, and that
they are appropriately recorded in order to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
adequately safeguard, verify and maintain accountability of assets. Although no
cost-effective internal control system will preclude all errors and
irregularities, we believe our controls as of March 31, 2002, provide reasonable
assurance that the financial statements are reliable and that our assets are
reasonably safeguarded.
To assure the effective administration of internal control, we
carefully select and train our employees, develop and disseminate written
policies and procedures, provide appropriate communication channels, and foster
an environment conducive to the effective functioning of controls. We maintain
an active Standards of Conduct program intended to provide that employees adhere
to the highest standards of personal and professional integrity.
The Audit Committee of the Board of Directors consists of three
directors who are not employees and who are, in the opinion of the Board of
Directors, free from any relationship that would interfere with the exercise of
independent judgment as an Audit Committee member. The Audit Committee annually
recommends to the Board independent auditors for appointment, subject to
stockholder ratification. Pursuant to stockholder approval at last year's annual
meeting, PricewaterhouseCoopers LLP was selected as our independent accountants.
The Audit Committee met during the year with representatives of management and
our independent accountants to review our financial reporting process and our
controls to safeguard assets. Our independent accountants at all times have full
and free access to the Audit Committee.
The accounting firm of PricewaterhouseCoopers LLP has performed
an independent audit of our financial statements. Management has made available
to PricewaterhouseCoopers LLP all of the financial records of Plantronics and
related data, as well as the minutes of stockholders' and directors' meetings.
Furthermore, management believes that all representations made to
PricewaterhouseCoopers LLP during its audit were valid and appropriate. The
accounting firm's report appears below.
|
/S/ Ken Kannappan
Ken Kannappan
President and Chief Executive
Officer |
/S/ Barbara Scherer
Barbara Scherer
Senior Vice
President--Finance &
Administration and Chief Financial Officer
|
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF PLANTRONICS, INC.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Plantronics,
Inc. and its subsidiaries at March 31, 2002 and March 31, 2001 and the results
of their operations and their cash flows for each of the three years in the
period ended March 31, 2002, in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the
financial statement schedule listed in item 14(a) of the accompanying index
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
/S/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose,
California
April 18, 2002
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements with accountants on any matter
of accounting principles and practices or financial disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information regarding the identification and business
experience of our directors under the caption "Nominees" under the main caption
"Proposal One -- Election of Directors" in our definitive 2002 Proxy Statement
for the annual meeting of stockholders to be held on July 17, 2002, as filed
with the Securities and Exchange Commission on or about June 24, 2002, is
incorporated herein by this reference. For information regarding the
identification and business experience of our executive officers, see "Executive
Officers" at the end of Item 1 in Part I of this Annual Report on Form 10-K.
Information concerning filing requirements applicable to our executive officers
and directors under the caption "Compliance With Section 16(a) of the Exchange
Act" in our 2002 Proxy Statement is incorporated herein by this reference.
ITEM 11. EXECUTIVE COMPENSATION
The information under the captions "Executive Compensation" and
"Compensation of Directors" in our 2002 Proxy Statement is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information under the captions "Equity Compensation Plan
Information" and "Security Ownership of Principal Stockholders and Management"
under the main caption "Additional Information" in the 2002 Proxy Statement are
incorporated herein by this reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the caption "Certain Transactions" in the
2002 Proxy Statement is incorporated herein by this reference.
With the exception of the information specifically incorporated
by reference from the 2002 Proxy Statement in Parts II and III of this Annual
Report on Form 10-K, the 2002 Proxy Statement shall not be deemed to be filed as
part of this report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(a) The following documents are filed as part of this Annual Report on Form
10-K:
(1) Financial Statements. See Item 8.
(2) Financial Statement Schedules.
PLANTRONICS, INC.
SCHEDULE II: VALUATION AND
QUALIFYING
ACCOUNTS AND RESERVES
(IN THOUSANDS)
Balance Charged to
at Expenses Balance
Beginning or Other at End
of Year Accounts Deductions of Year
--------- --------- --------- ---------
Allowance for doubtful accounts:
Year ended March 31, 2000.......... $ 2,326 $ 205 $ (387) $ 2,144
Year ended March 31, 2001.......... 2,144 1,433 (904) 2,673
Year ended March 31, 2002.......... 2,673 1,032 (695) 3,010
Inventory reserves:
Year ended March 31, 2000.......... 6,043 159 (2,484) 3,718
Year ended March 31, 2001.......... 3,718 1,328 (1,276) 3,770
Year ended March 31, 2002.......... 3,770 6,137 (3,535) 6,372
Warranty reserves:
Year ended March 31, 2000.......... 6,588 5,623 (4,717) 7,494
Year ended March 31, 2001.......... 7,494 7,336 (8,211) 6,619
Year ended March 31, 2002.......... 6,619 9,045 (9,244) 6,420
(3) Exhibits. The exhibits listed under Item 14(c) hereof are
filed with, or incorporated by reference into, this Annual Report on Form 10-K.
(b) Reports on Form 8-K.On April 11, 2002, Plantronics filed the Form 8-K
with the SEC regarding a press release issued by Plantronics on March 15, 2002
announcing that the Board of Directors of Plantronics approved the adoption of a
Stockholder Rights Plan.
(c) Exhibits. The following exhibits are filed as part of, or incorporated by
reference into, this Annual Report on Form 10-K:
|
Exhibit Number |
Description of Document |
|
3.1 |
Amended and Restated By-Laws of the Registrant. |
|
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 to Exhibit (3.1) to the Registrant's Quarterly Report on Form
10-Q, SEC File Number 1-12696, for the fiscal quarter ended December 25,
1993, 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 to Exhibit (3.3) of the
Registrant's Annual Report on Form 10-K, SEC File Number 1-12696, for the
fiscal year ended March 30, 1996, 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 to Exhibit (3.1) to the
Registrant's Quarterly Report on Form 10-Q, SEC File Number 1-12696, for
the fiscal quarter ended June 28, 1997, 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 to Exhibit (4.2) to the
Registrant's Registration Statement on Form S-8, No. 33-70744, 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 to Exhibit (3.6) to the Registrant's Form 8-A 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 to Exhibit (4.1) to the Registrant's
Form 8-A filed on March 29, 2002). |
|
10.1 |
Plantronics, Inc. Non-EMEA Quarterly Profit Sharing Plan (incorporated
herein by reference to Exhibit (10.1) to the Registrant's Report on Form
10-K, SEC File Number 1-12696, for the fiscal year ended March 31, 2001,
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 to Exhibit (10.1) to PI Holdings Inc.'s
Quarterly Report on Form 10-Q for the fiscal quarter ended December 26,
1992, SEC File Number 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 to Exhibit (10.2) to PI Holdings Inc.'s Quarterly Report on
Form 10-Q for the fiscal quarter ended December 26, 1992, SEC File Number
33-26770, filed February 9, 1993). |
|
10.4.1 |
Regular and Supplemental Bonus Plan (incorporated herein by reference
to Exhibit (10.(4(a)) to the Registrant's Report on Form 10-K, SEC File
Number 1-12696, for the fiscal year ended March 31, 2001, filed on June 1,
2001). |
|
10.4.2 |
Overachievement Bonus Plan (incorporated herein by reference to Exhibit
(10.(4(b)) to the Registrant's Report on Form 10-K, SEC File Number
1-12696, for the fiscal year ended March 31, 2001, filed on June 1, 2001).
|
|
10.5 |
Board Designation Agreement dated as of October 22, 1993 between the
Registrant and Citicorp Venture Capital, Ltd. (incorporated herein by
reference to Exhibit (10.21) to the Registrant's Registration Statement on
Form S-1 (as amended), No. 33-70744, filed October 20, 1993).
|
|
10.6 |
Lease Agreement dated July 1993 between Inmobiliara Mexhong 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)
(incorporated herein by reference to Exhibit (10.30) to the Registrant's
Registration Statement on Form S-1 (as amended), No. 33-70744, filed on
October 20, 1993). |
|
10.7 |
Lease dated December 7, 1990 between Canyge Bicknell Limited and
Plantronics Limited, a subsidiary of the Registrant, for premises located
in Wootton Bassett, England (incorporated herein by reference to Exhibit
(10.32) to the Registrant's Registration Statement on Form S-1 (as
amended), No.33-70744, filed on October 20, 1993). |
|
10.8* |
1993 Stock Option Plan. |
|
10.9.1* |
1993 Director Stock Option Plan (incorporated herein by reference to
Exhibit (10.29) to the Registrant's Registration Statement on Form S-1 (as
amended), SEC File Number 33-70744, filed on October 20, 1993).
|
|
10.9.2* |
Amendment Effective as of April 23, 1996 to the 1993 Director Stock
Option Plan (incorporated herein by reference to Exhibit (4.4) to the
Registrant's Registration Statement on Form S-8, SEC File Number
333-14833, filed on October 25, 1996). |
|
10.9.3* |
Amendment No. 2 effective as of November 4, 1996 to the 1993 Director
Stock Option Plan (incorporated herein by reference to Exhibit (10.(9(a))
to the Registrant's Report on Form 10-K, SEC File Number 1-12696, for the
fiscal year ended March 31, 2001, filed on June 1, 2001).
|
|
10.9.4* |
Amendment No. 3 to the 1993 Director Stock Option Plan effective as of
June 29, 2000 (incorporated herein by reference to Exhibit (10.9(b)) to
the Registrant's Report on Form 10-K, SEC File Number 1-12696, for the
fiscal year ended March 31, 2001, filed on June 1, 2001).
|
|
10.9.5* |
Amendment No. 4 to the 1993 Director Stock Option Plan.
|
|
10.10.1 |
1996 Employee Stock Purchase Plan (incorporated herein by reference to
Exhibit (4.5) to the Registrant's Registration Statement on Form S-8, SEC
File Number 333-14833, filed on October 25, 1996). |
|
10.10.2 |
2002 Employee Stock Purchase Plan. |
|
10.11.1 |
Trust Agreement Establishing the Plantronics, Inc. Annual Profit
Sharing/Individual Savings Plan Trust (incorporated herein by reference to
Exhibit (4.3) to the Registrant's Registration Statement on Form S-8, SEC
File Number 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 to Exhibit (10.11) to the Registrant's
Report on Form 10-K, SEC File Number 1-12696, for the fiscal year ended
March 31, 2001, 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 to Exhibit
(4.4) to the Registrant's Registration Statement on Form S-8 (as amended),
SEC File Number 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 to Exhibit (4.5) to the
Registrant's Registration Statement on Form S-8 (as amended), SEC File
Number 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 to Exhibit (4.6) to
the Registrant's Registration Statement on Form S-8 (as amended), SEC File
Number 333-19351, filed on March 25, 1997). |
|
10.13.3 |
Plantronics, Inc. Basic Deferred Compensation Plan Participant Election
(incorporated herein by reference to Exhibit (4.7) to the Registrant's
Registration Statement on Form S-8 (as amended), SEC File Number
333-19351, filed on March 25, 1997). |
|
10.14* |
Employment Agreement dated as of July 4, 1999 between Registrant and
Ken Kannappan (incorporated herein by reference to Exhibit (10.15) of the
Registrant's Annual Report on Form 10-K405, SEC File Number 1-12696, for
the fiscal year ended April 1, 2000, filed on June 1, 2000).
|
|
10.15.1 |
Credit Agreement dated as of November 29, 1999 between Registrant and
Wells Fargo Bank N.A (incorporated herein by reference to Exhibit (10.16)
of the Registrant's Annual Report on Form 10-K405, SEC File Number
1-12696, for the fiscal year ended April 1, 2000, filed on June 1, 2000).
|
|
10.15.2 |
First Amendment to Credit Agreement, dated as of November 27, 2000
(incorporated herein by reference to Exhibit (10.15) to the Registrant's
Report on Form 10-K, SEC File Number 1-12696, for the fiscal year ended
March 31, 2001, filed on June 1, 2001). |
|
10.15.3 |
Second Amendment to Credit Agreement, dated as of November 1, 2001
(incorporated herein by reference to Exhibit (10.15) to the Registrant's
Report on Form 10-Q, SEC File Number 1-12696, for the fiscal year ended
December 31, 2001, filed on February 12, 2002). |
|
21 |
Subsidiaries of the Registrant. |
|
23 |
Consent of PricewaterhouseCoopers LLP, Independent Accountants.
|
|
* |
Indicates a management contract or compensatory plan, contract or
arrangement in which any Director or any Executive Officer participates.
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Exchange Act, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
June 21, 2002
|
|
|
| |
By: |
/s/ S. Kenneth Kannappan
|
|
|
| |
|
| |
S. Kenneth Kannappan |
| |
Chief Executive Officer
|
Pursuant to the requirements of the Exchange Act, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
|
Signature |
Title |
Date |
/s/ S. Kenneth Kannappan
(S. Kenneth Kannappan) |
President, Chief Executive Officer
and Director (Principal Executive Officer) |
June 21, 2002 |
/s/ Barbara V. Scherer
(Barbara V. Scherer) |
Senior Vice President and Chief
Financial Officer (Principal Financial Officer and Principal Accounting
Officer) |
June 21, 2002 |
/s/ Marvin Tseu
(Marvin
Tseu) |
Chairman of the Board and Director
|
June 21, 2002 |
/s/ Patti Hart
(Patti
Hart) |
Director |
June 21, 2002 |
/s/ Robert F.B. Logan
(Robert F.B. Logan) |
Director |
June 21, 2002 |
/s/ M. Saleem Muqaddam
(M. Saleem Muqaddam) |
Director |
June 21, 2002 |
/s/ John M. O'Mara
(John M. O'Mara) |
Director |
June 21, 2002 |
/s/ Trude C. Taylor
(Trude C. Taylor) |
Director |
June 21, 2002 |
/s/ David A. Wegmann
(David A. Wegmann) |
Director |
June 21, 2002 |
/s/ Roger Wery
(Roger Wery) |
Director |
June 21, 2002
|
EXHIBITS INDEX
|
Exhibit Number |
Description of Document |
|
3.1 |
Amended and Restated By-Laws of the Registrant. |
|
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 to Exhibit (3.1) to the Registrant's Quarterly Report on Form
10-Q, SEC File Number 1-12696, for the fiscal quarter ended December 25,
1993, 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 to Exhibit (3.3) of the
Registrant's Annual Report on Form 10-K, SEC File Number 1-12696, for the
fiscal year ended March 30, 1996, 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 to Exhibit (3.1) to the
Registrant's Quarterly Report on Form 10-Q, SEC File Number 1-12696, for
the fiscal quarter ended June 28, 1997, 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 to Exhibit (4.2) to the
Registrant's Registration Statement on Form S-8, No. 33-70744, 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 to Exhibit (3.6) to the Registrant's Form 8-A 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 to Exhibit (4.1) to the Registrant's
Form 8-A filed on March 29, 2002). |
|
10.1 |
Plantronics, Inc. Non-EMEA Quarterly Profit Sharing Plan (incorporated
herein by reference to Exhibit (10.1) to the Registrant's Report on Form
10-K, SEC File Number 1-12696, for the fiscal year ended March 31, 2001,
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 to Exhibit (10.1) to PI Holdings Inc.'s
Quarterly Report on Form 10-Q for the fiscal quarter ended December 26,
1992, SEC File Number 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 to Exhibit (10.2) to PI Holdings Inc.'s Quarterly Report on
Form 10-Q for the fiscal quarter ended December 26, 1992, SEC File Number
33-26770, filed February 9, 1993). |
|
10.4.1 |
Regular and Supplemental Bonus Plan (incorporated herein by reference
to Exhibit (10.(4(a)) to the Registrant's Report on Form 10-K, SEC File
Number 1-12696, for the fiscal year ended March 31, 2001, filed on June 1,
2001). |
|
10.4.2 |
Overachievement Bonus Plan (incorporated herein by reference to Exhibit
(10.(4(b)) to the Registrant's Report on Form 10-K, SEC File Number
1-12696, for the fiscal year ended March 31, 2001, filed on June 1, 2001).
|
|
10.5 |
Board Designation Agreement dated as of October 22, 1993 between the
Registrant and Citicorp Venture Capital, Ltd. (incorporated herein by
reference to Exhibit (10.21) to the Registrant's Registration Statement on
Form S-1 (as amended), No. 33-70744, filed October 20, 1993).
|
|
10.6 |
Lease Agreement dated July 1993 between Inmobiliara Mexhong 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)
(incorporated herein by reference to Exhibit (10.30) to the Registrant's
Registration Statement on Form S-1 (as amended), No. 33-70744, filed on
October 20, 1993). |
|
10.7 |
Lease dated December 7, 1990 between Canyge Bicknell Limited and
Plantronics Limited, a subsidiary of the Registrant, for premises located
in Wootton Bassett, England (incorporated herein by reference to Exhibit
(10.32) to the Registrant's Registration Statement on Form S-1 (as
amended), No.33-70744, filed on October 20, 1993). |
|
10.8* |
1993 Stock Option Plan. |
|
10.9.1* |
1993 Director Stock Option Plan (incorporated herein by reference to
Exhibit (10.29) to the Registrant's Registration Statement on Form S-1 (as
amended), SEC File Number 33-70744, filed on October 20, 1993).
|
|
10.9.2* |
Amendment Effective as of April 23, 1996 to the 1993 Director Stock
Option Plan (incorporated herein by reference to Exhibit (4.4) to the
Registrant's Registration Statement on Form S-8, SEC File Number
333-14833, filed on October 25, 1996). |
|
10.9.3* |
Amendment No. 2 effective as of November 4, 1996 to the 1993 Director
Stock Option Plan (incorporated herein by reference to Exhibit (10.(9(a))
to the Registrant's Report on Form 10-K, SEC File Number 1-12696, for the
fiscal year ended March 31, 2001, filed on June 1, 2001).
|
|
10.9.4* |
Amendment No. 3 to the 1993 Director Stock Option Plan effective as of
June 29, 2000 (incorporated herein by reference to Exhibit (10.9(b)) to
the Registrant's Report on Form 10-K, SEC File Number 1-12696, for the
fiscal year ended March 31, 2001, filed on June 1, 2001).
|
|
10.9.5* |
Amendment No. 4 to the 1993 Director Stock Option Plan.
|
|
10.10.1 |
1996 Employee Stock Purchase Plan (incorporated herein by reference to
Exhibit (4.5) to the Registrant's Registration Statement on Form S-8, SEC
File Number 333-14833, filed on October 25, 1996). |
|
10.10.2 |
2002 Employee Stock Purchase Plan. |
|
10.11.1 |
Trust Agreement Establishing the Plantronics, Inc. Annual Profit
Sharing/Individual Savings Plan Trust (incorporated herein by reference to
Exhibit (4.3) to the Registrant's Registration Statement on Form S-8, SEC
File Number 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 to Exhibit (10.11) to the Registrant's
Report on Form 10-K, SEC File Number 1-12696, for the fiscal year ended
March 31, 2001, 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 to Exhibit
(4.4) to the Registrant's Registration Statement on Form S-8 (as amended),
SEC File Number 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 to Exhibit (4.5) to the
Registrant's Registration Statement on Form S-8 (as amended), SEC File
Number 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 to Exhibit (4.6) to
the Registrant's Registration Statement on Form S-8 (as amended), SEC File
Number 333-19351, filed on March 25, 1997). |
|
10.13.3 |
Plantronics, Inc. Basic Deferred Compensation Plan Participant Election
(incorporated herein by reference to Exhibit (4.7) to the Registrant's
Registration Statement on Form S-8 (as amended), SEC File Number
333-19351, filed on March 25, 1997). |
|
10.14* |
Employment Agreement dated as of July 4, 1999 between Registrant and
Ken Kannappan (incorporated herein by reference to Exhibit (10.15) of the
Registrant's Annual Report on Form 10-K405, SEC File Number 1-12696, for
the fiscal year ended April 1, 2000, filed on June 1, 2000).
|
|
10.15.1 |
Credit Agreement dated as of November 29, 1999 between Registrant and
Wells Fargo Bank N.A (incorporated herein by reference to Exhibit (10.16)
of the Registrant's Annual Report on Form 10-K405, SEC File Number
1-12696, for the fiscal year ended April 1, 2000, filed on June 1, 2000).
|
|
10.15.2 |
First Amendment to Credit Agreement, dated as of November 27, 2000
(incorporated herein by reference to Exhibit (10.15) to the Registrant's
Report on Form 10-K, SEC File Number 1-12696, for the fiscal year ended
March 31, 2001, filed on June 1, 2001). |
|
10.15.3 |
Second Amendment to Credit Agreement, dated as of November 1, 2001
(incorporated herein by reference to Exhibit (10.15) to the Registrant's
Report on Form 10-Q, SEC File Number 1-12696, for the fiscal year ended
December 31, 2001, filed on February 12, 2002). |
|
21 |
Subsidiaries of the Registrant. |
|
23 |
Consent of PricewaterhouseCoopers LLP, Independent Accountants.
|
|
* |
Indicates a management contract or compensatory plan, contract or
arrangement in which any Director or any Executive Officer participates.
|
