8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)
January 3, 2006

SPECTRALINK CORPORATION

(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation or organization)

0-28180	84-1141188
(Commission file number)	(IRS Employer
	Identification Number)

5755 Central Avenue, Boulder, Colorado	80301-2848
(Address of principal executive office)	(Zip code)

303-440-5330
(Issuer’s telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changed from 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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o 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))

     Explanatory Note: This Form 8-K/A Amendment No.1 (the “Form 8-K/A”) amends the Form 8-K that SpectraLink Corporation (SpectraLink) filed on January 4, 2006 (the “Form 8-K”, with regard to the acquisition by SpectraLink of KIRK telecom A/S. (“KIRK”). In the Form 8-K, SpectraLink reported that it completed that acquisition on January 3, 2006 pursuant to a Stock Purchase Agreement dated December 12, 2005. In response to parts (a) and (b) of Item 9.01 of the Form 8-K, SpectraLink stated that it would file the required financial information by amendment, as permitted by Item 9.01(a)(4) and 9.01(b)(2) to Form 8-K. This Form 8-K/A is being filed to provide the required financial information.

TABLE OF CONTENTS

Consent of PricewaterhouseCoopers

KIRK Audited Financial Statements

Unaudited Pro Forma Combined Financial Statements

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

     The total consideration, calculated in accordance with U.S. generally accepted accounting principles, that we paid to acquire all the capital stock KIRK telecom A/S (“KIRK”) and all of its subsidiaries was approximately U.S. $64 million, financed by approximately $29 million of cash on hand, $33 million of cash provided from debt and $2 million of estimated transaction costs. The amount of this consideration reflects a revision to our original estimate of U.S. $62 million disclosed in Item 2.01 of the Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

     The required audited financial information of KIRK for the years ended April 30, 2005 and 2004 is included as Exhibit 99.1 hereto and is hereby incorporated by reference.

(b) Pro Forma Financial Information.

     The required unaudited pro forma financial information of KIRK and SpectraLink for the twelve months ended December 31, 2005 is included as Exhibit 99.2 hereto and is hereby incorporated by reference.

(c) Exhibits.

     The following exhibits are filed with this report.

Exhibit Number	Description
23.1	Consent of PricewaterhouseCoopers, Independent Auditors
99.1	KIRK Audited Financial Statements for the years ended April 30, 2005 and 2004
99.2	Unaudited Pro Forma Combined Financial Statements for the twelve months ended December 31, 2005

SIGNATURE

     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.

Dated: March 17, 2006

SpectraLink
By:	/s/ DAVID ROSENTHAL
	David Rosenthal
	Executive Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
23.1	Consent of PricewaterhouseCoopers, Independent Auditors
99.1	KIRK Audited Financial Statements for the years ended April 30, 2005 and 2004
99.2	Unaudited Pro Forma Combined Financial Statements for the twelve months ended December 31, 2005

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-4650, 333-30225, 333-58803, 333-59666, 333-89210 and 333-107287) of SpectraLink Corporation of our report dated March 16, 2006 relating to the financial statements of KIRK telecom A/S, which appears in the Current Report on Form 8-K/A of SpectraLink Corporation dated March 17, 2006.

Aarhus, Denmark
March 17, 2006

PricewaterhouseCoopers
statsautoriseret revisionsinteressentskab

EX-99.1

Exhibit 99.1

KIRK telecom A/S

CVR-No. 15 62 27 41

Consolidated Financial Statements as of 30 April
2005 and 2004

Table of contents

Statements

Report of Independent Auditors

Management’s Review

Company information

Group Financial Highlights

Financial statements

Accounting Policies

Consolidated Income Statement

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Cash Flow Statement

Notes to the Consolidated Financial Statements

Report of Independent Auditors

To the Board of Directors and Shareholders of
KIRK telecom A/S

We have audited the accompanying consolidated Balance Sheets of KIRK telecom A/S and its subsidiaries as of 30 April 2005 and 2004, the related consolidated income statements and the consolidated cash flow statements for each of the three years in the period ended 30 April 2005, and the consolidated statements of changes in equity for each of the two years ended 30 April 2005 and 2004 expressed in Danish kroner. These consolidated Financial Statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated Financial Statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated Financial Statements referred to above present fairly, in all material respects, the financial position of KIRK telecom A/S and its subsidiaries at 30 April 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended 30 April 2005, in conformity with generally accepted accounting principles in Denmark.

Generally accepted accounting principles in Denmark vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 22 to the consolidated Financial Statements.

Aarhus, Denmark
March 16, 2006

PricewaterhouseCoopers
Statsautoriseret Revisionsinteressentskab

Michael Nielsson	Henrik Trangeled Kristensen
State Authorized Public Accountant	State Authorized Public Accountant

Management’s Review

Company information

The Company	KIRK telecom A/S
	Langmarksvej 34
	DK-8700 Horsens
	Telephone	+45 75 60 28 50
	Facsimile	+45 75 60 28 51
	Website:	www.kirktelecom.com
	CVR-No:	15 62 27 41
	Financial year:	1 May — 30 April
	Municipality of
	reg.office	Horsens
Supervisory Board	John Hudson Elms
	John A. Kelley
	Gary Stuart Mead
	Werner August Peter Schmücking
	Rasmus Stenz
	Ove Bolther
Executive Board	Ole Lysgård Madsen
Lawyers	Advokatfirmaet Gorrisen Federspiel Kierkegaard
	Silkeborgvej 2
	DK-8000 Aarhus C
Auditors	PricewaterhouseCoopers
	Nobelparken
	Jens Chr. Skous Vej 1
	DK-8000 Aarhus C

Group Financial Highlights

	2004/05			2003/04			2002/03
	DKK			DKK			DKK
	1.000			1.000			1.000
Key figures
Profit/(loss)
Revenue		210545			192918			173 088
Gross profit/(loss)		83 053			71 564			56 484
Profit/(loss) before financial income and expenses		30 836			25 603			16 733
Net financials		619			289			373
Net profit/(loss) for the year		22 343			18 176			11 904
Balance sheet
Balance sheet total		14 5179			118 777			107 294
Equity		91 865			77 306			64 828
Cash flows
Cash flows from:
Operating activities		48 241			35 729			26 434
Investing activities		-24 064			-38 003			-16 934
Investment in property, plant and equipment		-20 064			-15035			-17 477
Financing activities		-9481			-9 223			-5 253
Change in cash and cash equivalents for the year		14 696			-11 497			4 247
Number of employees		165			147			147
Ratios
Gross margin		39.4	%		37.1	%		32.6	%
Profit margin		14.6	%		13.3	%		9.7	%
Return on net assets		21.2	%		21.6	%		15.6	%
Solvency ratio		63.3	%		65.1	%		60.4	%
Return on equity		26.4	%		25.6	%		21.4	%

Financial statements

Accounting Policies

Basis of preparation

The Consolidated Balance Sheets of the KIRK Group as of 30 April 2005 and 2004, and the related consolidated income statements and the consolidated cash flow statements for each of the three years in the period ended 30 April 2005 and the consolidated statements of changes in equity for each of the two years ended 30 April 2005 and 2004 have been prepared because 100% of the shares in KIRK telecom A/S with effect from 3 January 2006 were sold to the American company SpectraLink Corporation, which is listed at NASDAQ in the USA. In connection with the acquisition SpectraLink must report certain information to the U.S. Securities and Exchange Commission (SEC), including audited consolidated financial statements for KIRK telecom A/S.

The Financial Statements are in accordance with the original Danish statutory annual report as of 30 April 2005 and 2004, and the related consolidated income statements and the consolidated cash flow statements for each of the three years in the period ended 30 April 2005 and the consolidated statements of changes in equity for each of the two years ended 30 April 2005 and 2004 which have been submitted and registered with the Danish Commerce and Companies Agency, the differences to this version of the Financial Statements are as follows:

• The Financial Statements have been translated into English

• Management’s Statement on the consolidated financial statements has not been included.

• Only three years of Group Financial Highlights have been included.

• Management’s Review has been removed. Description of main activity and subsequent events have been moved to the footnotes.

• It does not contain any figures applicable to the parent company. Therefore a few changes have been made to the report to make it consistent.

• It contains comparative figures for three years regarding the Income Statement and Notes to the Income Statement.

• A changed definition of cash and cash equivalents in the Cash Flow Statement has been adopted. The description of Accounting Policies, Cash Flow Statement and Key Figures has been changed accordingly.

• It contains an additional note 22, in which Profit/(loss) and Shareholders’ Equity have been reconciled to U.S. GAAP.

The Financial Statements have been prepared in accordance with the provisions of the Danish Financial Statements Act applying to enterprises of reporting class C, except that financial information for the parent company KIRK telecom A/S has been omitted.

Recognition and measurement

Based on the above, revenues are recognised in the income statement as earned, which includes recognition of value adjustments of financial assets and liabilities measured at fair value or amortised cost. Furthermore, all expenses incurred to achieve the earnings for the year are recognised in the income statement, including depreciation, amortisation, impairment losses and provisions as well as reversals due to changed accounting estimates of amounts that have previously been recognised in the income statement.

Assets and liabilities are initially measured at cost. Subsequently, assets and liabilities are measured as described for each item below.

Basis of consolidation

Certain financial assets and liabilities are measured at amortised cost, which involves the recognition of a constant effective interest rate over the maturity period. Amortised cost is calculated as original cost less any deductions and with addition/deduction of the cumulative amortisation of any difference between cost and the nominal amount. In this way, capital losses and gains are allocated over the maturity period.

Recognition and measurement take into account predictable losses and risks occurring before the presentation of the Financial Statements which confirm or invalidate affairs and conditions existing at the balance sheet date.

The consolidated financial statements comprise the accounts of KIRK telecom A/S and the subsidiaries KIRK scantel A/S and KIRK telecom Inc., USA.

On consolidation, elimination is made of intercompany income and expenses, shareholdings, dividends and accounts as well as of realised and unrealised profits and losses on transactions between the consolidated enterprises.

The Financial Statements used for the purpose of the Financial Statements of the Group have been prepared in accordance with the accounting policies of the Group. The Financial Statements of the Group have been prepared on the basis of the financial statements of KIRK telecom A/S and the subsidiaries KIRK scantel A/S and KIRK telecom Inc., USA by combining accounting items of a uniform nature.

KIRK telecom A/S’s investments in the consolidated subsidiaries are set off against KIRK telecom A/S’s share of the net asset value of subsidiaries stated at the time of consolidation.

Leases

Leases of which the Group assumes substantially all the risks and rewards of ownership (finance leases) are recognised in the balance sheet at the lowest of fair value of the leased asset and the net present value of the lease payments, computed through the application of implicit interest rate as the discount rate or an approximated value. Assets acquired under finance leases are depreciated and written down for impairment according to the same policies applied to the other property, plant and equipment of the Group.

The remaining lease obligation is capitalised and recognised in the balance sheet under debt, and the interest element on the lease payments is charged over the lease term to the income statement.

All other leases are considered operating leases. Payments made under operating leases are recognised on a straight-line basis in the income statement over the lease term.

Translation policies

Transactions in foreign currencies are translated during the year at the exchange rates at the dates of transaction. Gains and losses arising due to differences between the transaction date rates and the rates at the dates of payment are recognised in financial income and expenses in the income statement.

Receivables, payables and other monetary items in foreign currencies that have not been settled at the balance sheet date are translated at the exchange rates at the balance sheet date. Any differences between the exchange rates at the balance sheet date and the transaction date rates are recognised in financial income and expenses in the income statement.

For foreign subsidiaries the income statements are translated at average exchange rates, whereas balance sheet items are translated at the exchange rates at the balance sheet date.

Exchange adjustments arising on the translation of the opening equity of foreign enterprises and exchange adjustments arising from the translation at average exchange rates of the income statements of foreign enterprises are recognised directly in equity.

Derivative financial instruments

Derivative financial instruments are initially recognised in the balance sheet at cost and are subsequently remeasured at their fair values. Positive and negative fair values of derivative financial instruments are included as prepayments and deferred income, respectively.

Changes in the fair values of derivative financial instruments that are designated and qualify as fair value hedges of a recognised asset or a recognised liability are recognised in the income statement as are any changes in the fair value of the hedged asset or the hedged liability.

Changes in the fair values of derivative financial instruments that are designated and qualify as hedges of expected future transactions relating to purchases and sales in foreign currencies are recognised in prepayments or deferred income and retained earnings under equity respectively. If the expected future transaction results in the recognition of assets or liabilities, the amount is transferred from equity and recognised in the cost of the asset or the liability respectively. Amounts deferred in equity are transferred to the income statement in the period in which the hedged item affects the income statement.

Corporation tax and deferred tax

KIRK telecom A/S is jointly taxed with its wholly owned foreign subsidiary. The tax effect of the joint taxation is recognised in the taxable income of KIRK telecom A/S.

Tax for the year consists of current tax for the year, deferred tax for the year, and tax on profit for the year in subsidiaries.

Current tax liabilities and current tax receivable are recognised in receivables in the balance sheet in the event of overpayment of tax on account, and in debt in the event of underpayment of tax on account.

Deferred tax is measured under the balance sheet liability method in respect of all temporary differences between the carrying amount and the tax base of assets and liabilities.

Deferred tax assets, including the tax base of tax loss carry-forwards, are measured at the value at which the asset is expected to be realised, either by elimination in tax on future earnings or by set-off against deferred tax liabilities within the same legal tax entity and jurisdiction.

Adjustment is made for deferred tax concerning unrealised intercompany gains and losses.

Deferred tax is measured on the basis of the tax rules and tax rates of the respective countries that will be effective under the legislation at the balance sheet date when the deferred tax is expected to crystallise as current tax.

Income Statement

Revenue

Revenue from the sale of goods for resale and finished goods is recognised in the income statement provided that delivery and transfer of risk have been made to the purchaser by year end. Revenue is recognised exclusive of VAT and net of discounts relating to sales.

Cost of Sales

Cost of sales comprises direct and indirect expenses incurred to manufacture the finished goods representing revenue for the year, including expenses for raw materials and consumables purchases, salaries and wages, renting and leasing as well as depreciation of and impairment losses on production plant.

Cost of sales also includes development costs that do not meet the criteria for capitalisation as well as amortisation of capitalised development costs.

Sales and Distribution Expenses

Sales and distribution expenses comprise expenses for distribution and sales campaigns relating to goods sold during the year, including expenses for sales personnel, marketing, depreciation and amortisation as well as losses on trade receivables.

Administrative Expenses

Administrative expenses comprise expenses for management and administration of the Group, including expenses for administrative personnel, management, office expenses, insurance, depreciation and amortisation.

Financial income and expenses

Financial income and expenses comprise interest, realised and unrealised exchange adjustments, amortisation of loans as well as extra payments and repayment under the on-account taxation scheme.

Balance Sheet

Intangible assets

Development projects

Development projects comprise salaries, amortisation and other expenses directly or indirectly attributable to the Group’s development activities.

Development projects that meet the accounting criteria for recognition in the balance sheet, are recognised as intangible assets.

Development projects that do not meet the criteria for recognition in the balance sheet are recognised as expenses in the income statement as incurred.

Capitalised development costs are measured at cost less accumulated amortisation and impairment losses or at a lower recoverable amount.

On completion of development work, capitalised development costs are amortised on a straight-line basis over the period of its expected economic benefit. The amortisation period is 3 years.

Software rights

Software rights are measured at cost less accumulated amortisation and less any accumulated impairment losses or at a lower value in use. The amortisation period is 2 years.

Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and less any accumulated impairment losses.

Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the time when the asset is ready for use.

Depreciation based on cost reduced by any residual value is calculated on a straight-line basis over the expected useful lives of the assets, which are

Plant and Machinery	3-8 years
Other fixtures and fittings, tools and equipment	3-8 years
Leasehold improvements	5 years

Gains and losses on current replacement of property, plant and equipment are recognised in “Production costs”, “Sales and distribution costs” and “Administrative costs”, respectively.

Impairment of fixed assets

The carrying amounts of both intangible assets and property, plant and equipment are reviewed on an annual basis to determine whether there is any indication of impairment other than that expressed by amortisation and depreciation. If so, the asset is written down to the higher of net selling price and value in use.

Assets for which a value in use cannot be determined as the asset does not on an individual basis generate future cash flows are reviewed for impairment together with the group of assets to which they are attributable.

Inventories

Inventories are measured at the lower of cost under the FIFO method and net realisable value. The net realisable value of inventories is calculated as the total of future sales revenues expected, at the balance sheet date, to be generated by inventories in the process of normal operations and determined allowing for marketability, obsolescence and development in expected sales sum less the estimated expenses necessary to make the sale.

The cost of goods for resale, raw materials and consumables equals landed cost.

The cost of finished goods and work in progress comprises the cost of raw materials, consumables and direct labour with addition of indirect production costs. Indirect production costs comprise the cost of indirect materials and labour as well as maintenance and depreciation of the machinery and equipment used in the manufacturing process as well as costs of factory administration and management. Interest expenses are not recognised.

Receivables

Receivables are recognised in the balance sheet at the lower of amortised cost and net realisable value, which corresponds to nominal value less provisions for bad debts. Provisions for bad debts are determined on the basis of an individual assessment of each receivable, and in respect of trade receivables, a general provision is also made based on the Group’s experience.

Equity

Dividend

Dividend is recognised as a liability at the time of adoption at the Annual General Meeting. Dividend expected to be distributed for the year is disclosed as a separate equity item.

Provisions

Provisions are recognised when — in consequence of an event occurred before or on the balance sheet date — the Group has a legal or constructive obligation and it is probable that economic benefits must be given up to settle the obligation.

Other provisions include warranty obligations in respect of repair work within the warranty period. Provisions are measured and recognised based on experience with guarantee work.

Financial debts

Loans from credit institutions are recognised initially at the proceeds received net of transaction expenses incurred. Subsequently, the loans are measured at amortised cost equal to the capitalised value using the effective interest method; the difference between the proceeds and the nominal value (the capital loss) is recognised in the income statement over the loan period.

Other debts are measured at amortised cost, substantially corresponding to nominal value

Cash Flow Statement

The Group cash flow statement shows the Group’s cash flows for the year broken down by operating, investing and financing activities, changes for the year in cash and cash equivalents as well as the Group’s cash and cash equivalents at the beginning and end of the year.

Cash flows from operating activities

Cash flows from operating activities are calculated as the net profit/loss for the year adjusted for non-cash operating items such as depreciation, amortisation and impairment losses, provisions as well as changes in working capital, interest received and paid and corporation tax paid. Working capital comprises current assets less short-term debt excluding items included in cash and cash equivalents.

Cash flows from investing activities

Cash flows from investing activities comprise cash flows from acquisitions and disposals of intangible assets, property plant and equipment as well as fixed asset investments.

Cash flows from financing activities

Cash flows from financing activities comprise cash flows from the raising and repayment of long-term debt as well as payment of dividend to shareholders.

Cash and cash equivalents

Cash and cash equivalents comprise “Cash at bank and in hand” under current assets.

Financial ratios

The financial ratios have been calculated as follows:

Gross margin	=	Gross profit x 100
		Revenue
Profit margin	=	Profit before financials x 100
		Revenue
Return on net assets	=	Profit before financials x 100
		Total assets
Solvency ratio	=	Equity at year end x 100
		Total assets
Return on equity	=	Net profit for the year x100
		Average equity

Consolidated Income Statement 1 May — 30 April

	Note		2004/05		2003/04		2002/03
			DKK		DKK		DKK
			1.000		1.000		1.000
Revenue		2		210 545		192 918		173 088
Productions costs				-127 492		-121 354		-116 604
Gross profit/(loss)				83 053		71 564		56 484
Sales and distribution costs				-29 712		-26 835		-22 260
Administrative costs				-22 505		-19 126		-17 491
Profit/(loss) before financial income And expenses				30 836		25 603		16 733
Financial income				2 259		1 824		1 598
Financial expenses				-1 640		-1 535		-1 225
Profit/(loss) before tax				31 455		25 892		17 106
Tax on profit/(loss) for the year		3		-9 112		-7 716		-5 202
Net profit/(loss) for the year				22 343		18 176		11 904
Main activities of the KIRK Group		1

Consolidated Balance Sheet at 30 April

Assets	Note		2005		2004
			DKK		DKK
			1.000		1.000
Development projects		4		27 094		20 769
Software rights				72		464
Prepayments on software rights				0		11
Intangible assets		5		27 166		21 244
Plant and machinery				376		1 991
Other fixtures and fittings, tools and equipment				7 075		5 996
Leasehold improvements				1 928		921
Prepayments on tangible fixed assets				621		1 507
Property, plant and equipment		6		10 000		10 415
Deposits				498		489
Fixed asset investments		7		498		489
Fixed assets				37 664		32 148
Inventories		8		28 747		27 516
Trade receivables				23 928		23 338
Other receivables				740		210
Prepayments		9		428		361
Receivables				25 096		23 909
Investments				26 543		22 771
Cash at bank and in hand				27 129		12 433
Current assets				107 515		86 629
Assets				145 179		118 777

Consolidated Balance Sheet at 30 April
Liabilities and equity

	Note		2005		2004
			DKK		DKK
			1.000		1.000
Share capital				10 000		10 000
Retained earnings				71 865		59 306
Proposed dividend for the year				10 000		8 000
Equity		10		91 865		77 306
Provision for deferred tax		11		6 833		5 561
Other provisions		12		2 818		2 687
Provisions				9 651		8 248
Lease obligations		13		59		138
Long-term debt				59		138
Credit institutions		13		0		1 343
Lease obligations				62		46
Prepayments received from customers				6 699		376
Trade payables				15 690		12 751
Corporation tax				7 935		6 859
Other payables				13 218		11 670
Deferred income		14		0		40
Short-term debt				43 604		33 085
Debt				43 663		33 223
Liabilities and equity				145 179		118 777
Liabilities and equity
Contingencies and other liabilities		15
Staff		16
Related parties and ownership		17
Subsequent events		21
Reconciliation to United States Generally Accepted Accounting Principles (“U.S. GAAP”)		22

Consolidated Statement of Changes in Equity

					Proposed
	Share		Retained		dividend for
	capital		earnings		the year		Total
	DKK		DKK		DKK		DKK
	1.000		1.000		1.000		1.000
Equity at 1 May 2003		10 000		48 828		6 000		64 828
Dividend paid						-6 000		-6 000
Exchange adjustments relating to subsidiary				68				68
Fair value adjustment of hedging instruments				334				334
Tax on equity items				-100				-100
Net profit/(loss) for the year				10 176		8 000		18 176
Equity at 30 April 2004		10 000		59 306		8 000		77 306

					Proposed
					dividend
	Share		Retained		for the
	capital		earnings		year		Total
	DKK		DKK		DKK		DKK
	1.000		1.000		1.000		1.000
Equity at 1 May 2004		10 000		59 306		8 000		77 306
Dividend paid						-8 000		-8 000
Exchange adjustments relating to subsidiary				200				200
Fair value adjustment of hedging instruments				23				23
Tax on equity items				-7				-7
Net profit/(loss) for the year				12 343		10 000		22 343
Equity at 30 April 2005		10 000		71 865		10 000		91 865

Consolidated Cash Flow Statement
1 May to 30 April

	Note		2004/05		2003/04		2002/03
			DKK		DKK		DKK
			1.000		1.000		1.000
Net profit/(loss) for the year				22 343		18 176		11 904
Adjustments		18		23 395		21 697		14 362
Change in working capital		19		8 427		-2 635		3 822
Cash flows from operating activities before financial income and expenses				54 165		37 238		30 088
Financial income				2 259		1 824		1 772
Financial expenses				-1 412		-1 320		-1 161
Cash flows from ordinary activities				55 012		37 742		30 699
Corporation tax paid				-6 771		-2 013		-4 265
Cash flows from operating activities				48 241		35 729		26 434
Purchase of intangible assets				-14 706		-9 894		-11 002
Purchase of property, plant and equipment				-5 358		-5 141		-6 475
Sale of property, plant and equipment				0		19		543
Purchase of investments				-4 000		-22 987		0
Cash flows from investing activities				-24 064		-38 003		-16 934
Change in loans from credit institutions				-1 481		-3 223		-3 253
Dividend paid				-8 000		-6 000		-2 000
Cash flows from financing activities				-9 481		-9 223		-5 253
Change in cash and cash equivalents				14 696		-11 497		4 247
Cash and cash equivalents at 1 May				12 433		23 930		19 683
Cash and cash equivalents at 30 April		20		27 129		12 433		23 930

Notes to the Consolidated Financial Statements

1 Main activities of the KIRK Group.

KIRK telecom A/S develops, produces and markets wireless data- & telecommunications systems world wide.

KIRK solutions are built on open standards and will work with most existing and future communication systems. Customers become wireless and mobile and thus more flexible at their workplace.

KIRK scantel A/S is a 100% owned subsidiary situated in Horsens. The company develops, sources and markets wireless and wired data- & telecommunication terminals to the consumer markets and small businesses.

KIRK telecom, Inc. is a 100% owned subsidiary situated in Atlanta, USA. The corporation markets and services KIRK telecom’s products in the North American market.

2 Revenue

	1 May to 30 April
	2004/05		2003/04		2002/03
	DKK		DKK		DKK
	1.000		1.000		1.000
Geographical segments
Domestic market		50 201		49 174		46 710
Other European countries		119 080		121 044		109 048
Other countries		41 264		22 700		17 330
		210 545		192 918		173 088

3 Tax on profit/(loss) for the year

Current tax for the year	7 627	7 729	3 578
Concerning equity items	-7	-100	103
Deferred tax for the year	1 272	87	1 521
Adjustment to previous years	220	0	0
Total tax for the year	9 112	7 716	5 202

4 Development projects

	30 April 2005		30 April 2004
	DKK		DKK
	1.000		1.000
Development projects in progress		9 930		4 331
Completed development projects		17 164		16 438
		27 094		20 769

5 Intangible assets

					Prepayments
	Development		Software		on Software
	projects		rights		rights
	DKK 1.000		DKK 1.000		DKK 1.000
Cost at 1 May		31 577		6 007		11
Transfers for the year		0		11		-11
Additions for the year		14 703		3		0
Cost at 30 April		46 280		6 021		0
Impairment losses and amortisation at 1 May		10 808		5 543		0
Amortisation for the year		8 378		406		0
Impairment losses and amortisation at 30 April		19 186		5 949		0
Carrying amount at 30 April		27 094		72		0
Amortised over		3 years		2 years		—

6 Property, plant and equipment

			Other
			fixtures				Prepay-
			and				ments
	Plant		fittings,		Leaseho		on
	and		tools and		ld		tangible
	machine		equipme		improve		fixed
	ry		nt		-ments		assets
	DKK		DKK		DKK		DKK
	1.000		1.000		1.000		1.000
Cost at 1 May		9 638		32 764		1 937		1 507
Exchange rate adjustment to rate at the end of the year		0		-39		0		0
Transfers for the year		0		821		531		-1 352
Additions for the year		0		3 881		1 002		466
Cost at 30 April		9 638		37 427		3 470		621
Impairment losses and depreciation at 1 May		7 647		26 768		1 016		0
Exchange rate adjustment to rate at the end of the year		0		-11		0		0
Depreciation for the year		1 615		3 595		526		0
Impairment losses and depreciation at 30 April		9 262		30 352		1 542		0
Carrying amount at 30 april		376		7 075		1 928		621
Amortised over	3-8 years		3-8 years		5 years			—

7 Fixed asset investments

	Deposits
	DKK
	1.000
Cost at 1 May		489
Additions for the year		9
Cost at 30 April		498
Revaluations at 1 May		0
Revaluations at 30 April		0
Carrying amount at 30 April		498

8 Inventories

	30 April		30 April
	2005		2004
	DKK		DKK
	1.000		1.000
Raw materials and consumables		15 715		16 574
Work in progress
Finished goods and goods for resale		1 568		858
		11 464		10 084
		28 747		27 516

9 Prepayments

Prepayments consist of prepaid expenses concerning insurance premiums, subscriptions and interest as well as fair value adjustments of derivative financial instruments with a positive fair value.

10 Equity

The share capital consists of:

2 shares of a nominal value of DKK 3,500,000
3 shares of a nominal value of DKK 1,000,000
No shares carry any special rights.

11 Provision for deferred tax

	30		30
	April		April
	2005		2004
	DKK		DKK
	1.000		1.000
Intangible assets		8 139		6 354
Property, plant and equipment		-939		-573
Fixed asset investments		-364		-210
Inventories		210		132
Trade receivables		-117		0
Intercompany profit on inventories		-92		-139
Lease obligations		-4		-3
		6 833		5 561

12 Other provisions

The Company provides warranties on some of its products and is therefore obliged to repair or replace goods which are not satisfactory. Based on previous experience in respect of the level of repairs and returns, other provisions have been recognised for expected warranty claims.

	30 April 2005		30 April 2004
	DKK		DKK
	1.000		1.000
Guarantee commitments		2 818		2 687
		2 818		2 687
The provisions are expected to mature as follows:
Within 1 year		2, 107		1, 992
Between 1 and 5 years		711		695
		2, 818		2, 687

13 Long-term debt

Payments due within 1 year are recognised in short-term debt. Other debt is recognised in long-term debt.

The debt falls due for payment as specified below:

	30 April		30 April
	2005		2004
	DKK		DKK
	1.000		1.000
Lease obligations
After 5 years		0		0
Between 1 and 5 years		59		138
Long-term part		59		138
Within 1 year		62		46
Short-term part		62		46
		121		184

14 Deferred income

Deferred income consists of payments received in respect of income in subsequent years as well as fair value adjustments of derivative financial instruments with a negative fair value.

15 Contingencies and other liabilities

	30		30
	April		April
	2005		2004
	DKK		DKK
	1.000		1.000
Rent and leasing contracts
Leasing commitment from operational leasing. Total future leasing payments.
Within 1 year		968		889
Between 1 and 5 years		1, 636		1,107
After 5 years		108		4
		2 712		2, 000
Rent contracts in the period of interminability
Within 1 year
Between 1 and 5 years		3 605		3 172
		12 318		0
After 5 years		0		0
		15 923		3 172

16 Staff

	2004/05		2003/04		2002/03
	DKK 1.000		DKK 1.000		DKK 1.000
		60 672		51 718		47 668
Wages and salaries		197		127		122
Pensions		2 040		1 832		1 505
Other social security expenses
		62 909		53 677		49 295
including remuneration to the Executive and Supervisory Boards of:
Executive Board and Supervisory Board		1 757		1 713		1 627
		1 757		1 713		1 627
Average number of employees		165		147		147

17 Related parties and ownership

Related parties include shareholder, subsidiaries, Executive Board and Supervisory Board. No related party has decisive influence.

Transactions

There have been no transactions with the Supervisory Board, the Executive Board, senior employees, significant shareholders, group enterprises or other related parties, except for intercompany transactions which are eliminated in the consolidated statements and normal management and employee remuneration.

17 Related parties and ownership
(continued)

Ownership

The following shareholders are recorded in the Company’s register of shareholders as of April 30, 2005 as holding at least 5% of the votes or at least 5% of the share capital:

Dansk Kapitalanlæg Aktieselskab, Gothersgade 103, 1008 København K
Triet Service ApS,
Klostervej 46, 8680 Ry

Erik Stridbæk, Carsten Hauchs Vej 6, 8000 Århus C
Søren Egebjerg Mikkelsen,
Sønderbækparken 31, Fruering, 8660
Skanderborg

18 Cash flow statement — adjustments

	1 May to 30 April
	2004/05		2003/04		2002/03
	DKK 1.000		DKK 1.000		DKK1.000
		14 520		13 474		9 739
Depreciation, amortisation and impairment losses		131		574		14
Change in other provisions		0		-200		-251
Losses and gains on sales		-619		-289		-373
Net financial items		9 112		7 716		5 202
Tax on profit/(loss) for the year		251		422		31
Other adjustments
		23 395		21 697		14 362

19 Cash flow statement — change in working capital

Change in inventories	-1 231	-1 073	5 231
Change in receivables	-1 187	2 606	-3 614
Change in suppliers, etc	10 845	-4 168	2 205
	8 427	-2 635	3 822

1 May to 30 April
2004/05	2003/04	2002/03
DKK 1.000	DKK 1.000	DKK1.000

20 Cash flow statement — cash and cash equivalents at 30 April

Cash at bank and in hand	27 129	12 433	23 930
	27 129	12 433	23 930

21 Subsequent Events

After the balance sheet date no other significant events which are considered to have a material effect on the assessment of the annual accounts have occurred.

22 Reconciliation to United States Generally Accepted Accounting Principles (U.S. GAAP)

The consolidated Financial Statements of the KIRK Group have been prepared in accordance with Danish Generally Accepted Accounting Principles (Danish GAAP).

Danish GAAP differ in certain respects from U.S. GAAP. A description of the significant differences between Danish GAAP and U.S. GAAP as they relate to the KIRK Group are discussed in further detail below.

a) Revenue recognition

In accordance with Danish GAAP, revenue is in general recognized when the delivery has occurred, a binding sale agreement has been made, the sales price is fixed and determinable and collection is probable. Under U.S. GAAP, revenue is recognized in accordance with Statement of Position (SOP), 97-2, “Software Revenue Recognition” and all related interpretations as the Company’s products are integrated with software that the Company has concluded is more than incidental to the functionality of the equipment, primarily based on the fact that the Company provides unspecified software upgrades and enhancements related to the equipment as a separate offering on certain of its products. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is reasonably assured. In instances where final acceptance of the product, system, or solution is specified by the customer, revenue is deferred until all acceptance criteria have been met.

b) Development cost

In accordance with Danish GAAP, development projects that meet specified criteria are capitalized as intangible assets. Capitalized development costs are amortized on a straight-line basis over the period of the expected economic benefit from the development work, but not exceeding 3 years. Under U.S. GAAP, research and development costs other than software development costs are recorded as an expensed as incurred. Software development costs incurred prior to the establishment of technological feasibility are included in research and development and are expensed as incurred. Software development costs incurred subsequent to the establishment of technological feasibility through the period of general market availability of the product are capitalized, if material. Historically, costs incurred during such period have been insignificant and as a result all software development costs are expensed as incurred.

c) Inventories

In accordance with Danish GAAP, the net realizable value of inventories is calculated at the amount expected to be generated by sale in the process of normal operations and the allowance for obsolete inventory is updated upward or downward based on current information. Under U.S. GAAP, allowances for inventory obsolescence are only adjusted downward when the identified products are sold to a customer or the product is written off.

d) Available for sale securities

In accordance with Danish GAAP, securities are measured at their fair values. Realized and unrealized gains or losses are recognised in the income statement. Under U.S. GAAP these securities are classified as available-for-sale equity securities, where unrealized gains or losses are to be reported as other comprehensive income, a separate component of shareholders’ equity, until realized.

e) Hedge accounting, derivative financial instruments

In accordance with Danish GAAP, derivative instruments qualify as hedges if they are designated as hedge contracts and meet certain accounting criteria. Under U.S. GAAP these Danish accounting criteria do not meet the requirements of hedging as defined in SFAS 133, “Accounting for Derivative Instruments and Hedging Activities”. Accordingly, changes in fair value of derivative instruments are recognized currently in the income statement.

f) Effect on tax of US GAAP adjustments

This reconciliation item includes all tax effects of US GAAP adjustments.

The effect in net profit/(loss) and shareholders’ equity is stated below as if the Consolidated Financial Statements had been prepared in accordance with U.S. GAAP.

	Net profit/(loss)						Shareholders equity
	1 May
	to 30			1 May to
	April			30 April			30 April			30 April
	2004/05			2003/04			2005			2004
	DKK 1.000			DKK 1.000			DKK 1.000			DKK 1.000
As reported in accordance with Danish GAAP		22,343			18,176			91,865			77,306
a) Revenue recognition		(6,178	)		(28	)		(7,606	)		(1,428	)
b) Development cost		(5,779	)		(2,546	)		(25,807	)		(20,028	)
c) Inventories		265			(490	)		(233	)		(498	)
d) Available for sale securities		228			216			0			0
e) Hedge accounting, derivative financial instruments		24			335			0			0
f) Effect on tax of U.S. GAAP adjustments		3,145			266			9,010			5,789
Net profit/shareholders’ equity in accordance with US GAAP		14 048			15 929			67 229			61 141
Comprehensive income is as follows:
Net profit in accordance with U.S. GAAP								14,048			15,929
Other comprehensive income/(loss):
Securities available for sale — fair value change								-228			-216
Tax on equity items								68			65
Exchange Rate Adjustments — subsidiaries								200			69
Comprehensive income								14 088			15 847

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

     The following unaudited pro forma combined financial statements give effect to the completed acquisition of all the shares of KIRK telecom A/S. and all of its subsidiaries, (“KIRK”) by SpectraLink Corporation and SpectraLink Denmark ApS (“SpectraLink” or “the Company”).

     On January 3, 2006, the Company acquired all of the outstanding capital stock of privately held, Denmark based KIRK. The total consideration, calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) that we paid to acquire KIRK was approximately $64 million, financed by approximately $62 million in cash, paid to the sellers, and $2 million in estimated transaction-related costs. The amount of this consideration reflects a revision to our original estimates described in our previously filed Form 8-K on January 4, 2006. The acquisition is treated as a purchase business combination and KIRK’s results of operations will be combined with SpectraLink’s from the acquisition date forward. SpectraLink operates on a calendar year. KIRK has historically operated on a year end of April 30.

     The unaudited pro forma combined balance sheet gives effect to the acquisition as if it had occurred on December 31, 2005. The final purchase price allocations will be based on the KIRK consolidated closing balance sheet as of December 31, 2005, as differences between that date and January 3, 2006 are not significant. The unaudited pro forma combined balance sheet reflects the KIRK purchase price of approximately $62 million in cash, $33 million of which was provided by borrowings, and $2 million in estimated transaction-related costs. The unaudited pro forma combined statement of operations for the year ended December 31, 2005 combines the historical results for SpectraLink and KIRK for the year ended December 31, 2005, as if the acquisitions had occurred on January 1, 2005.

     The unaudited pro forma combined financial statements presented are based on the assumptions and adjustments described in the accompanying notes. The unaudited pro forma combined statements of operations are presented for illustrative purposes and do not purport to represent what our results of operations or financial position actually would have been if the events described above had occurred as of the dates indicated or what such results would be for any future periods. The unaudited pro forma combined financial statements, and the accompanying notes, should be read in conjunction with the historical financial statements and related notes of SpectraLink in the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q and with the KIRK historical financial statements and related notes included in this Form 8-K/A.

     The historical financial statements of KIRK have been prepared in accordance with Danish GAAP. For the purpose of presenting the unaudited pro forma combined financial statements, the financial statements have been adjusted to conform to accounting policies under U.S. GAAP. In addition, certain reclassifications have been made to the historical financial statements of KIRK to conform to SpectraLink’s presentation under U.S. GAAP.

     The historical financial statements of KIRK are presented in Danish Kroner (DKK). For the purpose of presenting the unaudited pro forma combined financial statements, the statements of operations for the year ended December 31, 2005, have been translated into U.S. dollars using the average daily closing rate for the year, $1 = DKK6.0034. The unaudited balance sheet of KIRK as of December 31, 2005 has been translated from DKK into U.S. dollars using the closing rate for the transaction of 6.2839.

SPECTRALINK CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS

DECEMBER 31, 2005

($ in thousands)

									PRO-
	SPECTRA-				PRO-FORMA				FORMA
ASSETS	LINK		KIRK		ADJUSTMENTS				COMBINED
CURRENT ASSETS
Cash and cash equivalents		16,703		3,023		(6,662	)	B		13,064
Cash in escrow for proposed acquisition		55,148				(55,148	)	B		0
Investments in marketable securities - current		14,088		4,183						18,271
Trade accounts receivable		22,574		3,077						25,651
Inventory		8,940		5,672						14,612
Deferred income taxes — current portion		1,626		133						1,759
Prepaids and other		1,201		308						1,509
Total current assets		120,280		16,396						74,866
LONG TERM ASSETS
Net Property and Equipment		8,422		1,949						10,371
Goodwill						25,956		A		25,545
						(411	)	J
INTANGIBLE ASSETS
Existing technology						17,139		A		17,139
In process research and development						2,021		A		0
						(2,021	)	F
Core technology						6,939		A		6,939
Customer contracts and relationships						7,686		A		7,686
FCC licenses						334		A		334
Trade name						1,703		A		1,703
Order backlog						191		A		191
Other		2,090		160		(890	)	C		1,360
TOTAL ASSETS		130,792		18,505		(3,163	)			146,134

										PRO-
	SPECTRA-						PRO-FORMA			FORMA
	LINK			KIRK			ADJUSTMENTS			COMBINED
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		1,478			2,060					3,538
Income taxes payable		746			1,231					1,977
Accrued expenses		10,134			2,451			411 C		14,109
								1,113 C
Deferred revenue		7,503			411			(411) J		7,503
Current portion of long term debt		15,000			0					15,000
Total Current Liabilities		34,861			6,153					42,127
Long term debt — net of current portion		18,050			0					18,050
Other long term liabilities		900			13					913
Deferred taxes		0			0			10,084 E		9,518
								(566) F
Total Long Term Liabilities		18,950			13					28,481
TOTAL LIABILITIES		53,811			6,166					70,608
STOCKHOLDERS’ EQUITY
Common stock		238			1,591			(1,591) D		238
Additional paid in capital		81,751			(185	)		185 D		81,751
Retained earnings		32,383			10,933			(10,933) D		30,928
								(1,455) F
Treasury stock		(37,391	)		0					(37,391	)
TOTAL STOCKHOLDERS’ EQUITY		76,981			12,339					75,526
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		130,792			18,505			(3,163	)	146,134

See accompanying notes to unaudited pro forma combined financial statements.

SPECTRALINK CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2005

($ in thousands except per share data)

										PRO-
	SPECTRA-					Pro - Forma				FORMA
	LINK			KIRK		Adjustments				COMBINED
NET SALES		97,774			39,755						137,529
COST OF SALES		34,273			20,362						54,635
Gross profit		63,501			19,393						82,894
OPERATING EXPENSES
Research and development		11,362			5,031						16,393
Marketing and selling		27,272			4,666						31,938
General and administrative		6,772			4,149						10,921
Amortization of intangibles		0			0		4,600		G		4,600
Total operating expenses		45,406			13,846		4,600				63,852
INCOME FROM OPERATIONS		18,095			5,547		(4,600	)			19,042
OTHER INCOME AND EXPENSES
Interest income		1,543			290		(1,011	)	L		822
Interest expense		(184	)				(2,572	)	K		(2,756	)
Other income (expense) net		(369	)		61						(308	)
Foreign currency (loss)							(6,796	)	H		(6,796	)
Total other income and expenses		990			351		(10,379	)			(9,038	)
INCOME BEFORE INCOME TAXES		19,085			5,898		(14,979	)			10,004
INCOME TAX EXPENSE/(BENEFIT)		7,061			1,536		(4,517	)	I		4,080
NET INCOME		12,024			4,362		(10,462	)			5,924
BASIC EARNINGS PER SHARE		0.63									0.31
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING		19,061									19,061
DILUTED EARNINGS PER SHARE		0.62									0.31
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING		19,370									19,370

See accompanying notes to unaudited pro forma combined financial statements.

SPECTRALINK CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(1) Basis of pro forma presentation

     The unaudited pro forma combined balance sheet is based on historical balance sheets of SpectraLink and KIRK and has been prepared to reflect the acquisition as if it had been consummated on December 31, 2005.

     The unaudited pro forma combined statement of operations combines the results of operations of SpectraLink and KIRK for the year ended December 31, 2005. The unaudited pro forma combined statement of operations has been prepared to reflect the acquisition as if it had occurred on January 1, 2005.

     You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would have occurred had SpectraLink and KIRK been combined during these time periods or the future results that may be achieved after the acquisition. Additionally, the allocation of the purchase price indicated herein is preliminary and subject to change.

     There were no transactions between SpectraLink and KIRK during the periods presented.

(2) Acquisition of KIRK

     The unaudited pro forma combined financial statements reflect an estimated purchase price of approximately $64 million for KIRK, including acquisition related costs. The purchase price consists of approximately $62 million in cash ($33 million of which was funded by debt) and $2 million in estimated transaction-related costs.

     The estimated acquisition-related costs consist primarily of investment banking, legal and accounting fees and other external costs. The estimated total purchase price of KIRK is as follows (in thousands):

Cash	$	61,809
Acquisition-related costs		2,004
Aggregate preliminary purchase price	$	63,813

     The company used cash resulting from borrowings under a credit facility for its acquisition of KIRK, consisting of $15 million borrowed under a term loan and $18 million borrowed under a revolving line of credit. The outstanding principal amount under the term loan is due and payable in equal installments of $1.25 million at the end of each quarter commencing on March 31, 2006, with the final payment being due on December 9, 2008. The maturity date of the revolving credit facility is December 9, 2008. The debt bears interest at a variable rate per annum, which at the date of acquisition was 8.25% and is approximately 6.67% as of the date of this filing. The indebtedness may be prepaid at any time without penalty. The entire credit agreement is filed as an exhibit to the Company’s annual report Form 10-K filed on March 16, 2006.

Interest Rate Sensitivity Risk

     As of December 31, 2005, the primary interest rate risk is related to Company’s borrowings under its Credit Facility. There was $33 million borrowed under the Credit Facility as of December 31, 2005. As of February 10, 2006 the Company had $28 million outstanding under the Credit Facility, reflecting a voluntary $5 million prepayment. On March 3, 2006 the Company elected to base the variable interest rate of its Credit Facility on the LIBO rate plus 2% (6.67%). Based upon expected levels of borrowings under the Credit Facility in 2006, an increase in variable interest rates of 1/8% would have an effect on the Company’s annual results of operations and cash flows of approximately $35,000.

Cash in Escrow For Proposed Acquisition

     The Company invested $55,148,000 in a Company owned-interest-bearing escrow cash account in accordance with the terms of the share purchase agreement entered into by the Company on December 12, 2005, to acquire KIRK in 2006. On January 3, 2006, the acquisition was consummated, and the escrow amount was paid to the KIRK stockholders.

Purchase Price

     Under the purchase method of accounting, the total estimated purchase price, including the estimated fair value of obligations assumed, is allocated to KIRK’s net tangible and identifiable intangible assets based on their estimated fair values as of the acquisition date. The excess of the purchase price over the net tangible and identifiable intangible assets is recorded as goodwill. Based upon the estimated purchase price, the following represents the preliminary allocation of the aggregate purchase price to the acquired net assets of KIRK as of January 3, 2006 (in thousands):

Net tangible assets	$	12,339
Goodwill		25,545
In-process research and development		2,021
Identifiable intangible assets		33,992
Deferred income tax liability		(10,084	)
Aggregate preliminary purchase price	$	63,813

     The allocation of intangible assets was based upon a valuation performed by a third party.

     In accordance with EITF No. 01-03, “Accounting in a Business Combination for Deferred Revenue of an Acquiree,” SpectraLink records a liability related to the unearned revenue of KIRK only if the obligation underlying the unearned revenue represents a legal obligation to be assumed by SpectraLink (a legal performance obligation). KIRK’s deferred revenue amount represents estimated value of equipment supplied to customers and awaiting acceptance or with a right of return. Accordingly, SpectraLink has no further obligation under such arrangements to recognize such revenue, and the balance sheet deferred revenue amount has been offset against goodwill.

     KIRK’s other net tangible assets were valued at their respective carrying amounts, as these amounts approximated their current fair values.

     Goodwill represents the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired. The unaudited pro forma combined statements of operations do not reflect any amortization of goodwill acquired in the acquisition consistent with the guidance in Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” Goodwill is not deductible for tax purposes.

     Identifiable intangible assets as of January 3, 2006 represent technology owned by KIRK plus other identifiable intangible assets such as acquired contractual relationships. Since these assets are deductible for financial reporting purposes but not tax purposes, a deferred tax liability has been recorded as of the acquisition date. The estimated fair value of each is shown below (in thousands):

	Estimated
	Fair Value		Useful Life
Identifiable intangible assets:
Existing Technology	$	17,139	5-8 yrs
Core technology		6,939	8 yrs
Customer contracts		7,686	7-11 yrs
FCC Licences		334	8 yrs
Trade name		1,703	11yrs
Order Backlog		191		0
	$	33,992

Annual amortization will be recorded based on the estimated utilization of the intangible. Amortization of identifiable intangible assets is expected to result in the following annual charges, based on current exchange rates: (in thousands)

2006	$	4,586
2007	$	4,702
2008	$	4,584
2009	$	4,387
2010 to 2016	$	15,733

The in-process research and development of $2 million will be written off as an operating expense in the first quarter of 2006 under US GAAP. The write off of this amount has been shown as a pro forma adjustment in the pro forma combined balance sheet as of December 31, 2005.

The order backlog of $191k will be recorded as amortization in the first quarter of 2006.

(4) Pro forma net income per share

     The pro forma basic and diluted net income per share are based on the weighted average number of shares of SpectraLink common stock outstanding during the period.

(5) Pro forma adjustments

     The following is a description of the pro forma adjustments to the unaudited pro forma combined balance sheets and statements of operations. These adjustments are based on preliminary estimates which are subject to change as management finalizes its valuations and resulting purchase price allocations.

(A) To record goodwill and intangible assets related to the KIRK acquisition.

(B) To record purchase price for KIRK of $61.8 million in cash.

(C) To accrue for professional fees associated with the purchase and obligations assumed as a result of the acquisition.

(D) To eliminate KIRK’s stockholders’ equity accounts.

(E) To record a deferred tax liability related to the identifiable intangibles which are amortizable for book purposes but not deductible for tax purposes.

(F) To immediately write off in-process research and development and recognize the related deferred tax effect.

(G) To record the estimated amortization expense related to identifiable intangible assets acquired as part of the KIRK acquisition.

(H) To record the impact of fluctuating foreign exchange rates on a US$-denominated note payable on the balance sheet of the Danish holding company. In 2005, the dollar strengthened approximately 15% against the Danish Kroner, resulting in a pro forma foreign exchange loss on the books of the Danish company, translated at the average rate during the period.

(I) To account for the tax effects of the pro forma statement of operations adjustments, amortization of intangibles, foreign currency losses and interest.

(J) To adjust deferred revenue to its estimated fair value.

(K) To account for interest incurred on the debt used to acquire KIRK

(L) To account for interest foregone on cash used (funded by liquidating short term investments) to acquire KIRK