-----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, Lgvz41Zafv3J8xZguRY+cdxGCrb9gCL6CUQyZQg7h3QGlPzfGeT4eATrVfiOQbbY 9ptqAPkoq5jOWQSfN+hJ5g== 0001193125-07-067640.txt : 20070329 0001193125-07-067640.hdr.sgml : 20070329 20070329090349 ACCESSION NUMBER: 0001193125-07-067640 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070329 DATE AS OF CHANGE: 20070329 EFFECTIVENESS DATE: 20070329 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: 0131 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-30225 FILM NUMBER: 07725789 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 S-8 POS 1 ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 Post-Effective Amendment No. 1 to Registration Statement on Form S-8

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


Post-Effective Amendment No. 1 to

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 jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

5755 Central Avenue

Boulder, CO 80301

(303) 440-5330

(Address, including zip code, of principal executive offices)

 


SPECTRALINK CORPORATION STOCK OPTION PLAN

SPECTRALINK CORPORATION EMPLOYEE STOCK PURCHASE PLAN

(Full Titles of the Plans)

 


Sayed M. Darwish

President and Secretary

SpectraLink Corporation

5755 Central Avenue, Suite 202E

Boulder, Colorado 80301

(303) 440-5330

(Name, address and telephone number, including area code, of agent for service)

 


Copies to:

Mark A. Bertelsen, Esq.

N. Anthony Jeffries, Esq.

Michael S. Ringler, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

(Counsel to the Registrant)

 



The Registration Statement on Form S-8 (Registration No. 333-30225) (the “Registration Statement”) of SpectraLink Corporation (“SpectraLink”) pertaining to the registration of certain shares of SpectraLink’s common stock, par value $0.01 per share (the “SpectraLink Common Stock”), issuable to eligible employees of SpectraLink under the SpectraLink Corporation Stock Option Plan and the SpectraLink Corporation Employee Stock Purchase Plan, to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange Commission on June 27, 1997.

SpectraLink, Polycom, Inc. (“Polycom”) and Spyglass Acquisition Corp., a wholly-owned subsidiary of Polycom (“Purchaser”), entered into an Agreement and Plan of Merger, dated as of February 7, 2007 (the “Merger Agreement”), that provides for, among other things, the merger of Purchaser with and into SpectraLink with SpectraLink surviving as a wholly-owned subsidiary of Polycom and the conversion of each outstanding share of SpectraLink Common Stock into the right to receive $11.75 in cash (the “Merger”).

On March 20, 2007, Purchaser acquired over 90% of the outstanding SpectraLink Common Stock and subsequently effected the Merger pursuant to Section 253 of the General Corporation Law of the State of Delaware. The Merger became effective as specified in a Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware on March 26, 2007 (the “Merger Date”).

As a result of the Merger, SpectraLink has terminated all offerings of SpectraLink Common Stock pursuant to its existing registration statements, including the Registration Statement. Accordingly, SpectraLink hereby removes from registration all shares of SpectraLink Common Stock registered under the Registration Statement which remain unsold as of the Merger Date.


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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on March 28, 2007.

 

SPECTRALINK CORPORATION

By:

 

/S/    SAYED M. DARWISH

 

 

Sayed M. Darwish

 

President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.

 

Signature

  

Title

 

Date

/S/    SAYED M. DARWISH        

Sayed M. Darwish

   President, Secretary and Director   March 28, 2007

/S/    KATHLEEN M. CRUSCO        

Kathleen M. Crusco

   Treasurer and Director   March 28, 2007

/S/    LAURA J. DURR        

Laura J. Durr

   Director   March 28, 2007

 

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