-----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, GO5MxdhiuzOPtr66ghGN8Bn0slUTLshymmyJD9kJrP9hlOy0wyqca4SBS3C67W3E Y5Vxji6BnCZanKXodFBUXw== 0000950134-97-004987.txt : 19970630 0000950134-97-004987.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950134-97-004987 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970627 EFFECTIVENESS DATE: 19970627 SROS: NASD 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30225 FILM NUMBER: 97631764 BUSINESS ADDRESS: STREET 1: 1650 38TH STREET STREET 2: SUITE 202E CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034405330 MAIL ADDRESS: STREET 1: 1650 38TH ST STREET 2: SUITE 202E CITY: BOULDER STATE: CO ZIP: 80301 S-8 1 FORM S-8 1 Registration No. 333- As filed with the Securities and Exchange Commission on June 27, 1997. 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 (Address, including zip code of Principal Executive Offices) SPECTRALINK CORPORATION STOCK OPTION PLAN SPECTRALINK CORPORATION EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plans) 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) ---------------- CALCULATION OF REGISTRATION FEE
Title of each class Proposed maximum Proposed maximum Amount of of securities to be Amount to be offering price aggregate offering registration registered registered per share(1) price fee ------------------- ---------------- ---------------- ------------------ ------------ Common Stock, $.01 par value per share 1,250,000 shares $5.34 $6,675,000 $2,023
(1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) based upon the average of the high and low selling prices reported on the Nasdaq National Market on June 25, 1997. 2 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 (Registration No. 333-4650) are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. 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. 23.2 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included in the opinion filed as Exhibit 5.1). 25.1 Power of Attorney (included in Part II of this Registration Statement under the caption "Signatures"). II-1 3 SIGNATURES 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 June 26, 1997. SPECTRALINK CORPORATION By: /s/ BRUCE M. HOLLAND ------------------------------- Bruce M. Holland, President 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 William R. Mansfield, 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, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
Signatures Title Date ---------- ----- ---- /s/ BRUCE M. HOLLAND Principal Executive Officer June 26, 1997 - -------------------------------------- and Director Bruce M. Holland /s/ WILLIAM R. MANSFIELD Principal Financial Officer June 26, 1997 - -------------------------------------- and Principal Accounting Officer William R. Mansfield /s/ CARL D. CARMAN Director June 26, 1997 - -------------------------------------- Carl D. Carman /s/ ROBERT COHN Director June 26, 1997 - -------------------------------------- Robert Cohn /s/ JOHN W. JARVE Director June 26, 1997 - -------------------------------------- John W. Jarve /s/ BURTON J. MCMURTRY Director June 26, 1997 - -------------------------------------- Burton J. McMurtry /s/ F. GIBSON MYERS, JR. Director June 26, 1997 - -------------------------------------- F. Gibson Myers, Jr.
II-2 4 EXHIBIT INDEX
Sequentially Exhibit Numbered No. Description Page - ------- ----------- ------------ 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. 23.2 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included in the opinion filed as Exhibit 5.1). 25.1 Power of Attorney (included in Part II of this Registration Statement under the caption "Signatures").
EX-5.1 2 OPINION OF IRELAND 1 Exhibit 5.1 June 26, 1997 SpectraLink Corporation 5755 Central Avenue Boulder, Colorado 80301 Ladies and Gentlemen: We are counsel to SpectraLink Corporation, a Delaware corporation (the "Company"), and in such capacity have examined the Company's Registration Statement on Form S-8 (the "Registration Statement"), being filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of the offering of a maximum of 1,250,000 shares (the "Shares") of the Company's Common Stock, to be issued pursuant to the Company's Stock Option Plan and Employee Stock Purchase Plan (collectively, the "Plans"). We am familiar with the proceedings undertaken by the Company in connection with the authorization, reservation and registration of the Shares. Additionally, we have examined such questions of law and fact as we have considered necessary or appropriate for purposes of this opinion. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor as contemplated by the Plans, will be validly issued, fully paid and nonassessable. We hereby consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, IRELAND, STAPLETON, PRYOR & PASCOE, P.C. By: /s/ Mark J. Sather ------------------------------------- Mark J. Sather, Vice President EX-23.1 3 CONSENT OF ARTHUR 1 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the registration of 1,250,000 shares of Common Stock, $0.01 par value, of SpectraLink Corporation authorized for issuance pursuant to the SpectraLink Stock Option Plan and the SpectraLink Employee Stock Purchase Plan of our report dated January 31, 1997, with respect to the financial statements of SpectraLink Corporation included in its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996, filed with the Securities and Exchange Commission. ARTHUR ANDERSEN LLP Denver, Colorado June 26, 1997 -----END PRIVACY-ENHANCED MESSAGE-----