8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 13, 2002

PLANTRONICS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	1-12696	77-0207692
(State or other jurisdiction of incorporation or organization)	Commission File No	(I.R.S. Employer Identification Number)

345 Encinal Street
Santa Cruz, California 95060

(Address of principal executive offices)

(831) 426-5858

(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

     On March 15, 2002, Plantronics, Inc. issued a press release announcing that the Board of Directors of Plantronics approved the adoption of a Stockholder Rights Plan. The press release is attached as Exhibit 99.1 to this current report.

     This summary is qualified in its entirety by reference to Exhibit 99.1 to this current report.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c)    Exhibits.

Exhibit No.	Description of Exhibits
99.1	Plantronics, Inc. Press Release issued on March 15, 2002.

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.

	PLANTRONICS, INC. (Registrant)
Date: March 15, 2002	By:	/s/ Barbara V. Scherer
		Barbara V. Scherer Senior Vice President – Finance and Administration and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibits
99.1	Plantronics, Inc. Press Release issued on March 15, 2002.

EX-99.1 3 f79974ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

PLANTRONICS, INC.,
ADOPTS STOCKHOLDER RIGHTS PLAN

     SANTA CRUZ, California, (March 15, 2002) — Plantronics, Inc. (NYSE: PLT) today announced that its board of directors has adopted a Stockholder Rights Plan. Under the plan, Plantronics will issue a dividend of one right for each share of its common stock held by stockholders of record as of the close of business on April 12, 2002.

     The stockholder rights plan is designed to assure that Plantronics stockholders receive fair and equal treatment in the event of any proposed takeover of the company and to guard against partial tender offers and other abusive tactics to gain control of the company without paying all stockholders the fair value of their shares. Plantronics added that the plan was not adopted in response to any specific attempt to acquire the company nor is it aware of any such efforts.

     Each right will initially entitle stockholders to purchase a fractional share of the company’s preferred stock for $170.00. However, the rights are not immediately exercisable and will become exercisable only upon the occurrence of certain events. If a person or group acquires, or announces a tender or exchange offer that would result in the acquisition of 15% or more of Plantronics common stock while the stockholder rights plan remains in place, then, unless the rights are redeemed by Plantronics for $0.001 per right, the rights will become exercisable by all rights holders except the acquiring person or group for shares of Plantronics or shares of the third party acquirer having a value of twice the right’s then-current exercise price. Further details of the plan are outlined in a letter that will be mailed to stockholders as of the record date.

About Plantronics

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Plantronics introduced the first lightweight communications headset in 1962 and is recognized as the world leader in communications headsets. A publicly held company with approximately 2,300 employees, Plantronics is the leading provider of headsets to telephone companies and the business community worldwide.

Plantronics headsets are also used widely in many Fortune 500 corporations and have been featured in numerous motion pictures and high-profile events, including Neil Armstrong's historic “One small step for man” transmission from the moon in 1969. Plantronics, Inc., headquartered in Santa Cruz, California, was founded in 1961 and maintains offices in 20 countries. Plantronics products are sold and supported through a worldwide network of authorized Plantronics marketing partners. Information about the company and its products can also be found at www.plantronics.com or by calling (800) 544-4660.

Plantronics is a registered trademark of Plantronics, Inc. All other products or service names mentioned herein are trademarks of their respective owners.

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EX-99.1

Exhibit 99.1