Form 8K Altec Lansing Acquisition
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): July 11, 2005
Plantronics,
Inc.
(Exact
name of
Registrant as Specified in its Charter)
Delaware
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1-12696
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77-0207692
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(State
or
Other Jurisdiction of Incorporation or Organization)
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(Commission
file number)
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(I.R.S.
Employer Identification Number)
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345
Encinal
Street
Santa
Cruz,
California 95060
(Address
of
Principal Executive Offices including Zip Code)
(831)
426-5858
(Registrant's
Telephone Number, Including Area Code)
N/A
|
(Former
name
or former address, if changed since last
report)
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
1 -
Registrant’s Business and Operations
Item
1.01 Entry
into a
Material Definitive Agreement.
On
July 11, 2005, Plantronics, Inc., a Delaware corporation (“Plantronics”),
entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”)
with Sonic Acquisition Corporation, a Pennsylvania corporation and direct
wholly-owned subsidiary of Plantronics (the “Merger Sub”), and Altec Lansing
Technologies, Inc., a Pennsylvania corporation (“Altec Lansing”). The Merger
Agreement provides that, upon the terms and subject to the conditions set
forth
in the Merger Agreement, Merger Sub will merge with and into Altec Lansing,
with
Altec Lansing continuing as the surviving corporation and a wholly-owned
subsidiary of Plantronics (the “Merger”).
Merger
Agreement
At
the effective time and as a result of the Merger, Plantronics will acquire
all
of the issued and outstanding capital stock and all of the issued and
outstanding options of Altec Lansing for a cash purchase price of approximately
$166 million. At the effective time, Plantronics will place $10 million of
the
cash purchase price in escrow as security for the indemnification obligations
of
the Altec Lansing shareholders under the Merger Agreement.
Altec
Lansing has
made customary representations, warranties and covenants in the Merger
Agreement, including, among others, covenants (i) to conduct its business
in the
ordinary course consistent with past practice during the interim period between
the execution of the Merger Agreement and consummation of the Merger, (ii)
not
to engage in certain kinds of transactions during such period, (iii) not
to
solicit proposals relating to alternative business combination transactions,
and
(iv) subject to certain exceptions, not to enter into discussions concerning,
or
provide confidential information in connection with, alternative business
combination transactions.
Consummation
of the
Merger is subject to customary conditions, including (i) approval and adoption
of the Merger Agreement and approval of the Merger by the shareholders of
Altec
Lansing, (ii) absence of any law or order prohibiting the consummation of
the
Merger, and (iii) subject to certain exceptions, the accuracy of the
representations and warranties.
The
Merger
Agreement contains certain termination rights for both Plantronics and Altec
Lansing.
The
acquisition is
expected to close in August 2005. A copy of the press release announcing
this transaction is furnished as Exhibit 99.1 to this Current Report
on
Form 8K.
Item
9.01 Financial
Statements and Exhibits
Exhibit
99.1 Press
Release dated July 11, 2005
SIGNATURE
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PLANTRONICS,
INC.
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Date: July
11, 2005
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By:
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/s/ Barbara
Scherer
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Barbara
Scherer
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Senior
Vice
President and Chief Financial
Officer
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