Attached files
file | filename |
---|---|
EX-99.1 - EXHIBIT 99-1 PRESS RELEASE - PLANTRONICS INC /CA/ | exhibit99-1.htm |
EX-99.2 - EXHIBIT 99-2 FINANCIAL TABLES - PLANTRONICS INC /CA/ | exhibit99-2.htm |
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): December 1, 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, 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
provision:
¨
|
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))
SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement |
On
December 1, 2009, Plantronics, Inc. (“Plantronics”) entered into a First
Amendment to Asset Purchase Agreement (the “Amendment”) by and among
Altec Lansing, LLC (f/k/a Audio Technologies Acquisition, LLC), a Delaware
limited liability company (“Altec”), Audio Technologies Acquisition B.V., a
private limited liability company organized under the laws of the Netherlands
(“Altec B.V.” and together with Altec, the "Purchasers"), Plantronics and
Plantronics B.V., a private limited liability company organized under the laws
of the Netherlands (“Plantronics BV”). The Amendment amended that
certain Asset Purchase Agreement, dated as of October 2, 2009 (the “Agreement”
and collectively with the Amendment, the "Purchase Agreement") by and among the
Purchasers, Plantronics and Plantronics B.V. The Purchasers are
affiliates of Prophet Equity, L.P., a Southlake, Texas based private equity
firm.
The
Amendment (i) extended the termination date of the Purchase Agreement to
December 1, 2009, (ii) reduced the purchase price by $1,800,000 to account for
the change in the estimated value of net assets being delivered at closing
together with the negotiated after-tax value of Altec Lansing's income in
November, (iii) addressed certain employee matters and (iv) made certain
other changes as set forth in the Amendment.
The
foregoing description of the Amendment is qualified in its entirety by reference
to the full text of the Amendment, a copy of which Plantronics intends to file
with its Quarterly Report on 10-Q for the quarter ending December 26,
2009. A summary of the material terms of the Agreement was filed with
the Securities and Exchange Commission on Form 8-K on October 2, 2009, and
Plantronics expects to file a copy of the Agreement with its Quarterly Report on
10-Q for the quarter ending December 26, 2009.
SECTION
2 – FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of Assets |
On
December 1, 2009, Plantronics and certain of its affiliates completed the sale
of Altec Lansing, its Audio Entertainment Group (“AEG”) segment, to the
Purchasers.
Under the
terms of the Purchase Agreement, Plantronics sold substantially all of the
assets of AEG to the Purchasers for consideration of approximately $16.2 million
in cash, net of liabilities assumed, and subject to certain adjustments
following the closing. Under the terms of the sale, Plantronics
retains certain AEG assets and liabilities, including accounts receivable,
accounts payable and certain other liabilities. Plantronics also retains assets
and/or the use of certain assets with strategic value, including the right to
use the Altec Lansing brand for specific music applications for two years.
As a result of the sale of AEG, Plantronics expects all future and historical
AEG segment results to be reported as discontinued operations in its financial
statements beginning in the third quarter of fiscal 2010.
The
foregoing description of the Purchase Agreement is qualified in its entirety by
reference to the full text of the Purchase Agreement, a copy of which
Plantronics intends to file with its Quarterly Report on 10-Q for the quarter
ending December 26, 2009. A copy of the press release, dated December
2, 2009, announcing the completion of the sale is attached hereto as Exhibit
99.1.
The
unaudited condensed consolidated financial statements giving effect to the sale
of AEG, and the related notes thereto, are attached hereto as Exhibit
99.2.
SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
In
connection with the closing of the sale of Altec Lansing, effective as of
December 1, 2009, Vicki Marion, President - Audio Entertainment Group of
Plantronics, terminated her employment with Plantronics in order to accept a
position with the Purchasers. Pursuant to the Change in Control Agreement
between Ms. Marion and Plantronics, the material terms of which have been
disclosed in a Form 8-K filed with the SEC on January 30, 2009 and in the proxy
statement for Plantronics' 2009 annual meeting of stockholders, Ms. Marion is
entitled to certain compensation and benefits upon her departure from
Plantronics.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
(b) Unaudited Pro Forma Condensed Consolidated Financial Statements of Plantronics, Inc. |
|
The
following Unaudited Pro Forma Condensed Consolidated Financial Statements
are attached hereto as Exhibit
99.2:
|
|
Unaudited Pro
Forma Condensed Consolidated Balance Sheet as of September 30,
2009
|
|
Notes
to Unaudited Pro Forma Condensed Consolidated Balance
Sheet
|
|
Unaudited Pro
Forma Condensed Consolidated Statement of Operations for the Six months
ended September 30, 2008 and 2009
|
|
Unaudited Pro
Forma Condensed Consolidated Statement of Operations for the Years ended
March 31, 2007, 2008 and 2009
|
|
Notes
to Unaudited Pro Forma Condensed Consolidated Statements of
Operations
|
|
(d)
Exhibits
|
Number
|
Description
of Document
|
99.1
|
Text
of Press Release issued by Plantronics, Inc. dated December 2, 2009 and
titled “Plantronics Announces Completion of the Sale of Altec Lansing to
Prophet Equity”
|
99.2 | Unaudited Pro Forma Condensed Consolidated Financial Statements of Plantronics, Inc. |
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:
December 7, 2009
|
|||
PLANTRONICS,
INC.
|
|||
By:
|
/s/
|
||
Name:
|
Barbara
Scherer
|
||
Title:
|
Senior
Vice President and Chief Financial Officer (Principal Financial
and Accounting Officer)
|
EXHIBIT
INDEX
Exhibit
Index
|
Description
of Document
|
99.1
|
|
99.2 | Unaudited Pro Forma Condensed Consolidated Financial Statements of Plantronics, Inc. |