S-8 1 d97310sv8.txt FORM S-8 Registration No. 333-_________ As filed with the Securities and Exchange Commission on May 28, 2002. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPECTRALINK CORPORATION (Exact name of registrant as specified in its charter) Delaware 84-1141188 -------- ---------- (State or other juris- (I.R.S. Employer diction of incorporation Identification No.) or organization) 5755 Central Avenue Boulder, Colorado 80301 (303) 440 5330 (Address, including zip code of Principal Executive Offices) SPECTRALINK CORPORATION 2000 STOCK OPTION PLAN (Full Title of the Plan) Mr. Bruce M. Holland, President SpectraLink Corporation 5755 Central Avenue Boulder, Colorado 80301 (303) 440 5330 (Name, address and telephone number, including area code, of agent for service) Copies to: John G. Lewis, Esq. Ireland, Stapleton, Pryor & Pascoe, P.C. 1675 Broadway, 26th Floor Denver, Colorado 80202 Telephone: (303) 623-2700 ---------- CALCULATION OF REGISTRATION FEE
Title of each class of Proposed maximum Proposed maximum Amount of securities to be Amount to be offering price per aggregate offering registration registered registered share(1) price(1) fee ---------------------- --------------- ------------------ ------------------ ------------ Common Stock, no par value per share 950,000 shares $10.39(2) $9,870,500 $908.09 -------------- ------ ---------- ------- TOTAL 950,000 shares $908.09
(1) Estimated solely for the purpose of calculating the Registration Fee. (2) Calculated pursuant to Rule 457(c) based upon the last sale price of the Common Stock as reported on the Nasdaq National Market as of May 22, 2002. This Registration Statement is filed in accordance with the provisions of General Instruction E to Form S-8. Pursuant thereto, the contents of the Registrant's earlier Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on April 27, 2001 (Registration No. 333-59666) are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit ----------- ---------------------- 4.1 Certificate of Incorporation - Incorporated by reference from the Registrant's Registration Statement on Form SB-2 (Registration Number 333-2696-D). 4.2 Bylaws of the Registrant - Incorporated by reference from the Registrant's Registration Statement on Form SB-2 (Registration Number 333-2696-D). 4.3 Specimen Common Stock Certificate - Incorporated by reference from the Registrant's Registration Statement on Form S-8 (Registration Number 333-59666) filed on April 27, 2001. 5.1 Opinion of Ireland, Stapleton, Pryor & Pascoe, P.C. regarding the legality of the Common Stock being registered.* 10.1 SpectraLink Corporation 2000 Stock Option Plan - Incorporated by reference from the Registrant's Definitive Proxy Statement for its Annual Meeting of Shareholders held on May 24, 2000 (Filed on EDGAR - Form Type DEF 14A - March 30, 2000 - Accession Number 0000950134-00-002762). 23.1 Consent of Arthur Andersen LLP.* 23.3 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included in the opinion filed as Exhibit 5.1).*
---------- * Filed herewith. II-1 SIGNATURES POWER OF ATTORNEY The undersigned directors and/or officers of the Registrant, by virtue of their signatures to this Registration Statement appearing below, hereby constitute and appoint Bruce M. Holland or Nancy K. Hamilton, or either of them, with full power of substitution, as attorney-in-fact in their names, places and steads to execute any and all amendments to this Registration Statement in the capacities set forth opposite their names and hereby ratify all that said attorneys-in-fact may do by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado on May 28, 2002. SPECTRALINK CORPORATION By: /s/ Bruce M. Holland ------------------------------------------------------- Bruce M. Holland, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Bruce M. Holland President, Chief Executive Officer and Director May 28, 2002 ----------------------------- (Principal Executive Officer) Bruce M. Holland /s/ Nancy K. Hamilton Chief Financial Officer (Principal Financial Officer May 28, 2002 ----------------------------- and Principal Accounting Officer) Nancy K. Hamilton /s/ Carl D. Carman Director May 28, 2002 ----------------------------- Carl D. Carman /s/ Anthony V. Carollo, Jr. Director May 28, 2002 ----------------------------- Anthony V. Carollo, Jr. /s/ Burton J. McMurtry Director May 28, 2002 ----------------------------- Burton J. McMurtry
II-2 EXHIBIT INDEX The following Exhibits are filed with this Registration Statement on Form S-8:
EXHIBIT NUMBER DESCRIPTION ------- ----------- 5.1 Opinion of Ireland, Stapleton, Pryor & Pascoe, P.C. regarding the legality of the Common Stock being registered. 23.1 Consent of Arthur Andersen LLP. 23.3 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included in the opinion filed as Exhibit 5.1).
The other Exhibits listed under Item 8 are incorporated by reference as described above.