-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DYKXmTEahNGQYSrioqsI8ThjiTHuJw7ZRQASZ28GvFi0yhLqCkaMoytLYQIzkZsf WZ5w3yt1tbB3Ea46tq7M6A== 0000950134-00-010588.txt : 20001219 0000950134-00-010588.hdr.sgml : 20001219 ACCESSION NUMBER: 0000950134-00-010588 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20001218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRALINK CORP CENTRAL INDEX KEY: 0000894268 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 841141188 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-28180 FILM NUMBER: 791010 BUSINESS ADDRESS: STREET 1: 5755 CENTRAL AVENUE STREET 2: SUITE 202E CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034405330 MAIL ADDRESS: STREET 1: 5755 CENTRAL AVENUE STREET 2: SUITE 202E CITY: BOULDER STATE: CO ZIP: 80301 10-K/A 1 d82693a1e10-ka.txt AMENDMENT NO. 1 TO FORM 10-K - FISCAL END 12/31/99 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- FORM 10-K/A AMENDMENT 1 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ______ Commission File Number: 0-28180 SPECTRALINK CORPORATION (Name of Registrant as specified in its charter) DELAWARE 84-1141188 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 5755 CENTRAL AVENUE BOULDER, COLORADO 80301 (303) 440-5330 (Address and telephone number of principal executive offices) Securities registered under Section 12(b) of the Exchange Act: NONE Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK, $.01 PAR VALUE (Title of class) Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within the past 60 days prior to the date of filing: $481,539,800 as of March 8, 2000. Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 19,261,592 shares of common stock, $.01 par value, were outstanding as of March 8, 2000. DOCUMENTS INCORPORATED BY REFERENCE Items 10, 11, 12 and 13 of Part III of this Form 10-K are incorporated by reference from the issuer's definitive proxy statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the issuer's fiscal year. 2 ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K. (a) (1) Financial Statements. The financial statements filed as part of this report are listed on the Index to Financial Statements on page 15. (2) Financial Statement Schedules. All financial statement schedules have been omitted because they are not required, are not applicable, or the information is included in the Financial Statements, or notes thereto. (3) Exhibits.
Exhibit Number Description -------------- ----------- 3.1 Certificate of Incorporation of the Registrant.(1) 3.2 Amended and Restated Bylaws of the Registrant.(1) 4.1 Specimen Common Stock Certificate.(1) 10.1 SpectraLink Corporation Stock Option Plan, as amended.(1) 10.2 Form of Incentive Stock Option Agreement under the Company's Stock Option Plan.(1) 10.3 Form of Non-Qualified Stock Option Agreement under the Company's Stock Option Plan.(1) 10.4 Form of Indemnification Agreement with directors and executive officers of the Registrant.(1) 10.5 Stock Restriction Agreement dated September 5, 1995, between the Company and Wellington Trust.(1) 10.6 Lease Agreement dated September 29, 1995 between the Company and Walnut Prairie Joint Venture.(1) 10.7 Form of Consultant Non-Disclosure Agreement used between the Company and consultants.(1) 10.8 Form of Employee Non-Disclosure Agreement used between the Company and its employees.(1) 10.9 Sublease Agreement dated May 1, 1990, between Incubix, Inc. and the Company.(1) 10.10 Lease agreement dated October 17, 1996 between the Company and Flatiron Park Company. (2) 10.11 Lease agreement dated February 26, 1998, as amended January 8, 1999, between the Company and Flatiron Park Company. (3) 21.1 Subsidiaries of the Company. (4)
3
Exhibit Number Description -------------- ----------- 23.1 Consent of Arthur Andersen LLP*. 27 Financial Data Schedule. (4)
- --------------- * Filed herewith. (1) Incorporated by reference from the Registrant's Registration Statement on Form SB-2 (Registration No. 333-2696-D). (2) Incorporated by reference from the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 (3) Incorporated by reference from the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998. (4) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 previously filed March 30, 2000. (b) Reports on Form 8-K No reports on Form 8-K were filed during the fourth quarter of 1999. SpectraLink and the SpectraLink logo are registered trademarks of SpectraLink Corporation. Link Wireless Telephone System, NetLink Wireless telephone System, and Wireless@work are trademarks of SpectraLink Corporation. All other trademarks mentioned herein are the property of their respective owners. 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SPECTRALINK CORPORATION By: /s/ BRUCE M. HOLLAND ------------------------------ Bruce M. Holland, President Date: December 18, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures Title Date ---------- ----- ---- /s/ BRUCE M. HOLLAND Principal Executive Officer December 18, 2000 - --------------------------------------- and Director Bruce M. Holland /s/ NANCY K HAMILTON Principal Financial Officer December 18, 2000 - --------------------------------------- and Principal Accounting Officer Nancy K. Hamilton /s/ CARL D. CARMAN Director December 18, 2000 - --------------------------------------- Carl D. Carman /s/ ANTHONY V. CAROLLO, JR. Director December 18, 2000 - --------------------------------------- Anthony V. Carollo, Jr. Director - --------------------------------------- Burton J. McMurtry
5 EXHIBIT INDEX
Exhibit Number Description -------------- ----------- 3.1 Certificate of Incorporation of the Registrant.(1) 3.2 Amended and Restated Bylaws of the Registrant.(1) 4.1 Specimen Common Stock Certificate.(1) 10.1 SpectraLink Corporation Stock Option Plan, as amended.(1) 10.2 Form of Incentive Stock Option Agreement under the Company's Stock Option Plan.(1) 10.3 Form of Non-Qualified Stock Option Agreement under the Company's Stock Option Plan.(1) 10.4 Form of Indemnification Agreement with directors and executive officers of the Registrant.(1) 10.5 Stock Restriction Agreement dated September 5, 1995, between the Company and Wellington Trust.(1) 10.6 Lease Agreement dated September 29, 1995 between the Company and Walnut Prairie Joint Venture.(1) 10.7 Form of Consultant Non-Disclosure Agreement used between the Company and consultants.(1) 10.8 Form of Employee Non-Disclosure Agreement used between the Company and its employees.(1) 10.9 Sublease Agreement dated May 1, 1990, between Incubix, Inc. and the Company.(1) 10.10 Lease agreement dated October 17, 1996 between the Company and Flatiron Park Company. (2) 10.11 Lease agreement dated February 26, 1998, as amended January 8, 1999, between the Company and Flatiron Park Company. (3) 21.1 Subsidiaries of the Company. (4) 23.1 Consent of Arthur Andersen LLP *. 27 Financial Data Schedule. (4)
- --------------- * Filed herewith. (1) Incorporated by reference from the Registrant's Registration Statement on Form SB-2 (Registration No. 333-2696-D). (2) Incorporated by reference from the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 (3) Incorporated by reference from the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998. (4) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 previously filed March 30, 2000. EX-23.1 2 d82693a1ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated January 28, 2000, included in this Form 10-K/A into the Company's previously filed Registration Statement File Nos. 333-4650, 333-30225 and 333-58803. It should be noted that we have not audited any financial statements for the Company subsequent to December 31, 1999, or performed any audit procedures subsequent to the date of our report. /s/ ARTHUR ANDERSEN LLP Denver, Colorado, December 15, 2000. -----END PRIVACY-ENHANCED MESSAGE-----