-----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, LyPy6JLoYDKK0mSVXGqEWf4rbXMaxjst9mC43O7j0ParToOtmJSPo68PjIJxiDS+ Jg2GeMWXdPJnQZhcTk3ZGQ== 0000891618-99-004294.txt : 19990924 0000891618-99-004294.hdr.sgml : 19990924 ACCESSION NUMBER: 0000891618-99-004294 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990327 FILED AS OF DATE: 19990923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLANTRONICS INC /CA/ CENTRAL INDEX KEY: 0000914025 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 770207692 STATE OF INCORPORATION: DE FISCAL YEAR END: 0327 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-12696 FILM NUMBER: 99715902 BUSINESS ADDRESS: STREET 1: 345 ENCINAL STREET STREET 2: PO BOX 1802 CITY: SANTA CRUZ STATE: CA ZIP: 95061-1802 BUSINESS PHONE: 8314265858 MAIL ADDRESS: STREET 1: 345 ENCINAL STREET STREET 2: PO BOX 1802 CITY: SANTA CRUZ STATE: CA ZIP: 95061-1802 FORMER COMPANY: FORMER CONFORMED NAME: PI PARENT CORP DATE OF NAME CHANGE: 19931025 11-K 1 FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. For the fiscal year ended March 27, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from _____to _____ Commission file number: _________ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Plantronics, Inc. 345 Encinal Street, P.O. Box 1802 Santa Cruz, California 95061-1802 2 Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan REQUIRED INFORMATION The Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan (the "Plan") is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and schedules of the Plan for the two fiscal years ended March 27, 1999 and March 28, 1998, which have been prepared in accordance with the financial reporting requirements of ERISA, are attached hereto and incorporated herein by reference. 3 Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan SIGNATURES The Plan. Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees (or other persons who administer the Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN --------------------------------------------- (Name of plan) Date: 09/23/99 By: /s/ KEVIN GOODWIN -------------------- ----------------------------------------- (Signature) Name: Kevin Goodwin Title: General Counsel PLANTRONICS, INC. ON BEHALF OF THE PLAN ADMINISTRATOR OF THE PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN 4 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the Plantronics, Inc. Annual Profit Sharing/ Individual Savings Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan at March 27, 1999 and March 28, 1998, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investments purposes, loans or fixed income obligations and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. These supplemental schedules and Fund Information are the responsibility of the Plan's management. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PRICEWATERHOUSECOOPERS LLP - ------------------------------ PriceWaterhouseCoopers LLP September 15, 1999 1 5 PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES MARCH 27, 1999 AND MARCH 28, 1998 6
PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN INDEX - ------------------------------------------------------------------------------- Page Financial Statements: Report of Independent Accountants 1 Statement of Net Assets Available for Benefits, with Fund Information 2-4 Statement of Changes in Net Assets Available for Benefits, with Fund Information 5-7 Notes to Financial Statements 8-13 Supplemental Schedules: Schedule I - Schedule of Assets Held for Investment Purposes 14-15 Schedule II - Schedule of Loans or Fixed Income Obligations 16 Schedule III - Schedule of Reportable Transactions 17
7
PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION - -------------------------------------------------------------------------------- March 27, 1999 Fund Information ----------------------------------------------------------- Charter Charter Large Small Charter Company Company Guaranteed Stock Stock - Fidelity Long-Term Index Growth Magellan Fund Fund Fund Fund ------------- ------------- ------------- ------------- Assets Investments, at fair value CIGNA Charter Guaranteed Long-Term Account $ 7,447,045 CIGNA Charter Large Company Stock Index Fund $ 112,679 CIGNA Charter Small Company Stock - Growth Fund $ 26,922 CIGNA Fidelity Magellan Fund $10,626,046 CIGNA Fidelity Equity Income II Fund CIGNA Fidelity Contrafund Fund Employer contributions receivable 248,134 12,629 2,914 133,225 ------------- ------------- ------------- ------------- Net assets available for benefits $ 7,695,179 $ 125,308 $ 29,836 $10,759,271 ============= ============= ============= =============
March 27, 1999 Fund Information ----------------------------- Fidelity Equity Fidelity Income II Contrafund Fund Fund ------------- ------------- Assets Investments, at fair value CIGNA Charter Guaranteed Long-Term Account CIGNA Charter Large Company Stock Index Fund CIGNA Charter Small Company Stock - Growth Fund CIGNA Fidelity Magellan Fund CIGNA Fidelity Equity Income II Fund $ 5,284,407 CIGNA Fidelity Contrafund Fund $ 2,738,425 Employer contributions receivable 90,511 66,666 ------------- ------------- Net assets available for benefits $ 5,374,918 $ 2,805,091 ============= =============
The accompanying notes are an integral part of these financial statements. 2 8
PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (CONTINUED) - -------------------------------------------------------------------------------- March 27, 1999 Fund Information ----------------------------------------------------------- American Century - Twentieth Plantronics, Fidelity Century Janus Inc. Puritan Ultra Worldwide Common Fund Fund Fund Stock ------------- ------------- ------------- ------------- Assets Investments, at fair value CIGNA Charter Guaranteed Long-Term Account CIGNA Charter Large Company Stock Index Fund CIGNA Charter Small Company Stock - Growth Fund CIGNA Fidelity Magellan Fund CIGNA Fidelity Equity Income II Fund CIGNA Fidelity Contrafund Fund CIGNA Fidelity Puritan Fund $ 757,524 CIGNA American Century - Twentieth Century Ultra Fund $ 3,089,899 CIGNA Janus Worldwide Fund $ 31,788 Plantronics, Inc. Common Stock $ 2,637,343 Participant notes receivable Employer contributions receivable 19,411 75,896 9,898 411,818 ------------- ------------- ------------- ------------- Net assets available for benefits $ 776,935 $ 3,165,795 $ 41,686 $ 3,049,161 ============= ============= ============= =============
March 27, 1999 Fund Information ----------------------------- Participant Notes Receivable Total ------------- ------------- Assets Investments, at fair value CIGNA Charter Guaranteed Long-Term Account $ 7,447,045 CIGNA Charter Large Company Stock Index Fund 112,679 CIGNA Charter Small Company Stock - Growth Fund 26,922 CIGNA Fidelity Magellan Fund 10,626,046 CIGNA Fidelity Equity Income II Fund 5,284,407 CIGNA Fidelity Contrafund Fund 2,738,425 CIGNA Fidelity Puritan Fund 757,524 CIGNA American Century - Twentieth Century Ultra Fund 3,089,899 CIGNA Janus Worldwide Fund 31,788 Plantronics, Inc. Common Stock 2,637,343 Participant notes receivable $ 891,939 891,939 Employer contributions receivable 1,071,102 ------------- ------------- Net assets available for benefits $ 891,939 $34,715,119 ============= =============
The accompanying notes are an integral part of these financial statements. 3 9 PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION - -------------------------------------------------------------------------------
March 28, 1998 Fund Information -------------------------------------------------------------------------------- American Century - Charter Fidelity Twentieth Guaranteed Fidelity Equity Fidelity Fidelity Century Long-Term Magellan Income II Contrafund Puritan Ultra Fund Fund Fund Fund Fund Fund ---------- ---------- ---------- ---------- --------- ---------- Assets Investments, at fair value CIGNA Charter Guaranteed Long-Term Account $7,857,579 CIGNA Fidelity Magellan Fund $8,270,865 CIGNA Fidelity Equity Income II Fund $4,744,975 CIGNA Fidelity Contrafund Fund $1,883,195 CIGNA Fidelity Puritan Fund $686,297 CIGNA American Century - Twentieth Century Ultra Fund $2,096,516 Plantronics, Inc. Common Stock Participant notes receivable Employer contributions receivable 220,829 114,523 99,345 67,341 20,770 67,626 ---------- ---------- ---------- ---------- --------- ---------- Net assets available for benefits $8,078,408 $8,385,388 $4,844,320 $1,950,536 $707,067 $2,164,142 ========== ========== ========== ========== ========= ==========
March 28, 1998 Fund Information -------------------------------------------- Plantronics, Inc. Participant Common Notes Stock Receivable Total ---------- --------- ----------- Assets Investments, at fair value CIGNA Charter Guaranteed Long-Term Account $7,857,579 CIGNA Fidelity Magellan Fund 8,270,865 CIGNA Fidelity Equity Income II Fund 4,744,975 CIGNA Fidelity Contrafund Fund 1,883,195 CIGNA Fidelity Puritan Fund 686,297 CIGNA American Century - Twentieth Century Ultra Fund 2,096,516 Plantronics, Inc. Common Stock $1,005,188 1,005,188 Participant notes receivable $769,355 769,355 Employer contributions receivable 271,750 862,184 ---------- --------- ----------- Net assets available for benefits $1,276,938 $769,355 $28,176,154 ========== ========= ===========
The accompanying notes are an integral part of these financial statements. 4 10 PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION - -------------------------------------------------------------------------------
Year Ended March 27, 1999 Fund Information ----------------------------------------------------------- Charter Charter Large Small Charter Company Company Guaranteed Stock Stock - Fidelity Long-Term Index Growth Magellan Fund Fund Fund Fund ------------- ------------- ------------- ------------- Additions to net assets attributed to: Investment income Interest $ 415,364 Net appreciation in fair value of investments $ 5,536 $ 1,635 $ 2,097,581 ------------- ------------- ------------- ------------- 415,364 5,536 1,635 2,097,581 ------------- ------------- ------------- ------------- Contributions Employer 301,362 13,697 3,173 181,780 Employee 443,966 35,955 11,036 350,492 ------------- ------------- ------------- ------------- 745,328 49,652 14,209 532,272 ------------- ------------- ------------- ------------- Total additions 1,160,692 55,188 15,844 2,629,853 Deductions from net assets attributed to: Benefit payments 1,210,544 407,621 Transaction charge 748 5 7 409 ------------- ------------- ------------- ------------- Total deductions 1,211,292 5 7 408,030 Change in forfeiture reserve, net 702 (133) ------------- ------------- ------------- ------------- Net (decrease) increase prior to interfund transfers (49,898) 55,183 15,837 2,221,690 Interfund transfers, net (333,331) 70,125 13,999 152,193 ------------- ------------- ------------- ------------- Net (decrease) increase (383,229) 125,308 29,836 2,373,883 Net assets available for benefits at beginning of year 8,078,408 - - 8,385,388 ------------- ------------- ------------- ------------- Net assets available for benefits at end of year $ 7,695,179 $ 125,308 $ 29,836 $10,759,271 ============= ============= ============= =============
Year Ended March 27, 1999 Fund Information ----------------------------- Fidelity Equity Fidelity Income II Contrafund Fund Fund ------------- ------------- Additions to net assets attributed to: Investment income Interest Net appreciation in fair value of investments $ 594,353 $ 503,173 ------------- ------------- 594,353 503,173 ------------- ------------- Contributions Employer 130,901 90,642 Employee 251,959 207,130 ------------- ------------- 382,860 297,772 ------------- ------------- Total additions 977,213 800,945 Deductions from net assets attributed to: Benefit payments 330,157 119,356 Transaction charge 74 85 ------------- ------------- Total deductions 330,231 119,441 Change in forfeiture reserve, net (654) (716) ------------- ------------- Net (decrease) increase prior to interfund transfers 646,328 680,788 Interfund transfers, net (115,730) 173,767 ------------- ------------- Net (decrease) increase 530,598 854,555 Net assets available for benefits at beginning of year 4,844,320 1,950,536 ------------- ------------- Net assets available for benefits at end of year $ 5,374,918 $ 2,805,091 ============= =============
The accompanying notes are an integral part of these financial statements. 5 11 PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (CONTINUED) - -------------------------------------------------------------------------------
Year Ended March 27, 1999 Fund Information ----------------------------------------------------------- American Century - Twentieth Plantronics, Fidelity Century Janus Inc. Puritan Ultra Worldwide Common Fund Fund Fund Stock ------------- ------------- ------------- ------------- Additions to net assets attributed to: Investment income Interest Net appreciation in fair value of investments $ 62,041 $ 629,090 $ 1,201 $ 925,402 ------------- ------------- ------------- ------------- 62,041 629,090 1,201 925,402 ------------- ------------- ------------- ------------- Contributions Employer 27,172 101,913 10,622 531,756 Employee 104,854 214,286 13,299 647,818 ------------- ------------- ------------- ------------- 132,026 316,199 23,921 1,179,574 ------------- ------------- ------------- ------------- Total additions 194,067 945,289 25,122 2,104,976 Deductions from net assets attributed to: Benefit payments 70,725 91,856 152,046 Transaction charge 17 93 5 566 Participant notes receivable terminated due to withdrawal of participant ------------- ------------- ------------- ------------- Total deductions 70,742 91,949 5 152,612 Change in forfeiture reserve, net (68) (718) (6,997) ------------- ------------- ------------- ------------- Net increase prior to interfund transfers 123,257 852,622 25,117 1,945,367 Interfund transfers, net (53,389) 149,031 16,569 (173,144) ------------- ------------- ------------- ------------- Net increase 69,868 1,001,653 41,686 1,772,223 Net assets available for benefits at beginning of year 707,067 2,164,142 -- 1,276,938 ------------- ------------- ------------- ------------- Net assets available for benefits at end of year $ 776,935 $ 3,165,795 $ 41,686 $ 3,049,161 ============= ============= ============= =============
Year Ended March 27, 1999 Fund Information ----------------------------- Participant Notes Receivable Total ------------- ------------- Additions to net assets attributed to: Investment income Interest $ 76,276 $ 491,640 Net appreciation in fair value of investments 4,820,012 ------------- ------------- 76,276 5,311,652 ------------- ------------- Contributions Employer 1,393,018 Employee 2,280,795 ------------- ------------- 3,673,813 ------------- ------------- Total additions 76,276 8,985,465 Deductions from net assets attributed to: Benefit payments 2,382,305 Transaction charge 2,009 Participant notes receivable terminated due to withdrawal of participant 53,602 53,602 ------------- ------------- Total deductions 53,602 2,437,916 Change in forfeiture reserve, net (8,584) ------------- ------------- Net increase prior to interfund transfers 22,674 6,538,965 Interfund transfers, net 99,910 -- ------------- ------------- Net increase 122,584 6,538,965 Net assets available for benefits at beginning of year 769,355 28,176,154 ------------- ------------- Net assets available for benefits at end of year $ 891,939 $34,715,119 ============= =============
The accompanying notes are an integral part of these financial statements. 6 12 PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION - ----------------------------------------------------
Year Ended March 28, 1998 Fund Information ----------------------------------------------------------------------- Charter Fidelity Guaranteed Fidelity Equity Fidelity Fidelity Long-Term Magellan Income II Contrafund Puritan Fund Fund Fund Fund Fund ----------- ----------- ----------- ----------- ----------- Additions to net assets attributed to: Investment income Interest $ 414,795 Net appreciation in fair value of investments $ 2,778,161 $ 1,454,630 $ 527,561 $ 137,072 ----------- ----------- ----------- ----------- ----------- 414,795 2,778,161 1,454,630 527,561 137,072 ----------- ----------- ----------- ----------- ----------- Contributions Employer 372,313 131,614 109,530 68,785 30,250 Employee 362,658 330,361 297,258 255,336 62,713 ----------- ----------- ----------- ----------- ----------- 734,971 461,975 406,788 324,121 92,963 ----------- ----------- ----------- ----------- ----------- Total additions 1,149,766 3,240,136 1,861,418 851,682 230,035 Deductions from net assets attributed to: Benefit payments 861,383 1,315,023 694,186 244,787 11,996 Transaction charge 354 462 279 175 35 Participant notes receivable terminated due to withdrawal of participant ----------- ----------- ----------- ----------- ----------- Total deductions 861,737 1,315,485 694,465 244,962 12,031 Change in forfeiture reserve, net (27,936) (427) (745) (294) (155) ----------- ----------- ----------- ----------- ----------- Net increase prior to interfund transfers 260,093 1,924,224 1,166,208 606,426 217,849 Interfund transfers, net 105,137 (223,736) 12,462 16,258 145,229 ----------- ----------- ----------- ----------- ----------- Net increase (decrease) 365,230 1,700,488 1,178,670 622,684 363,078 Net assets available for benefits at beginning of year 7,713,178 6,684,900 3,665,650 1,327,852 343,989 ----------- ----------- ----------- ----------- ----------- Net assets available for benefits at end of year $ 8,078,408 $ 8,385,388 $ 4,844,320 $ 1,950,536 $ 707,067 =========== =========== =========== =========== ===========
Year Ended March 28, 1998 Fund Information -------------------------------------------------------- American Century - Twentieth Plantronics, Century Inc. Participant Ultra Common Notes Fund Stock Receivable Total ----------- ----------- ------------ ----------- Additions to net assets attributed to: Investment income Interest $ 76,172 Net appreciation in fair value of investments $ 635,251 $ 359,114 5,891,789 ----------- ----------- ------------ ----------- 635,251 359,114 76,172 6,382,756 ----------- ----------- ------------ ----------- Contributions Employer 76,103 393,570 1,182,165 Employee 236,856 377,141 1,922,323 ----------- ----------- ------------ ----------- 312,959 770,711 3,104,488 ----------- ----------- ------------ ----------- Total additions 948,210 1,129,825 76,172 9,487,244 Deductions from net assets attributed to: Benefit payments 228,092 19,482 3,374,949 Transaction charge 113 167 1,585 Participant notes receivable terminated due to withdrawal of participant 72,857 72,857 ----------- ----------- ------------ ----------- Total deductions 228,205 19,649 72,857 3,449,391 Change in forfeiture reserve, net (951) (1,147) (31,655) ----------- ----------- ------------ ----------- Net increase prior to interfund transfers 719,054 1,109,029 3,315 6,006,198 Interfund transfers, net 94,737 (67,037) (83,050) -- ----------- ----------- ------------ ----------- Net increase (decrease) 813,791 1,041,992 (79,735) 6,006,198 Net assets available for benefits at beginning of year 1,350,351 234,946 849,090 22,169,956 ----------- ----------- ------------ ----------- Net assets available for benefits at end of year $ 2,164,142 $ 1,276,938 $ 769,355 $28,176,154 =========== =========== ============ ===========
The accompanying notes are an integral part of these financial statements. 7 13 PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 1. Description of Plan The following description of the Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. In the event of any inconsistency between this general information and the Plan agreement, the Plan agreement shall control. General The Plan is a defined contribution plan established effective June 1, 1968 and most recently amended September 30, 1998, retroactively effective July 30, 1998. Eligible employees of Plantronics, Inc. become eligible and may elect to participate upon completing 90 days of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Contributions Participants may contribute an amount equal to not less than 2 percent nor more than 15 percent of their eligible compensation for the contribution period. The Company will make a matching contribution in an amount equal to $.25 for each $1.00 contributed by a participant, up to a maximum of 6 percent of the participant's eligible compensation. In addition, the Company will make an annual profit sharing contribution on behalf of certain eligible employees in the amount of 10 percent of its consolidated pre-tax earnings less amounts paid to the Company's Quarterly Profit Sharing Plan and amounts paid in cash to eligible employees due to Internal Revenue Code limitations on allocations, and less any administrative fees associated with the Plan not otherwise paid by the Company. The Company made profit sharing contributions of $1,071,102 and $862,184 for fiscal 1999 and 1998, respectively. Participant Accounts Each participant's account is credited with the participant's contribution and allocation of the Company's contribution and account earnings (or losses). Earnings are allocated by fund based on the ratio of a participant's account invested in a particular fund to all participants' investments in that fund. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. 8 14 PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Vesting Participants are immediately vested in voluntary and matching contributions plus actual earnings thereon (if any). Vesting for profit sharing contributions is based on years of service. Effective for the 1995 fiscal Plan year and subsequent Plan years, a participant becomes 50 percent vested after one year of service and 100 percent vested after two years of service. However, an active participant will become fully vested upon his or her death, disability, reaching normal retirement age (65), or reaching early retirement age (age 55 plus two years of service). Investment Options Upon enrollment in the Plan, a participant may currently direct contributions among any of the following investment options: - Charter Guaranteed Long-Term Fund - Funds are invested in the CIGNA Charter Guaranteed Long-Term Account, which provides a guaranteed rate of return reset semiannually. - Charter Large Company Stock Index Fund - Funds are invested in the CIGNA Charter Large Company Stock Index Fund, which is a separate account which provides an investment portfolio designed to reflect the composition of the Standard & Poor's 500 Composite Stock Price Index. - Charter Small Company Stock - Growth Fund - Funds are invested in the CIGNA Charter Small Company Stock - Growth Fund, which invests primarily in small company stocks. - Fidelity Magellan Fund - Funds are invested solely in units of the CIGNA Fidelity Magellan Fund, which in turn invests solely in shares of the Fidelity Magellan Fund. - Fidelity Equity Income II Fund - Funds are invested solely in units of the CIGNA Fidelity Equity Income II Fund, which in turn invests solely in shares of the Fidelity Equity Income II Fund. - Fidelity Contrafund Fund - Funds are invested solely in units of the CIGNA Fidelity Contrafund Fund, which in turn invests solely in shares of the Fidelity Contrafund Fund. - Fidelity Puritan Fund - Funds are invested solely in units of the CIGNA Fidelity Puritan Fund, which in turn invests solely in shares of the Fidelity Puritan Fund. - American Century - Twentieth Century Ultra Fund-Funds are invested solely in units of the CIGNA American Century - Twentieth Century Ultra Fund, which in turn invests solely in shares of the American Century - Twentieth Century Ultra Fund. - Janus Worldwide Fund - Funds are invested solely in units of the CIGNA Janus Worldwide Fund, which in turn invests solely in shares of the Janus Worldwide Fund. 9 15 PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- - Plantronics, Inc. Common Stock - Funds are invested in shares of Plantronics, Inc. common stock. Participants are eligible to receive a discount on the share price, the percent of which varies based on the fair market value, but in no event will the discount be less than 5 percent or more than 15 percent of the fair market value on the date of purchase. Participants may elect to change their investment options at any time subject to certain restrictions on investments in the Company stock. Payment of Benefits On termination of service and certain other events, a participant may elect to receive either a lump-sum amount equal to the value of his or her account or a distribution in the form of annual installments over a period not to exceed the life expectancy of the participant and his/her beneficiary. Distributions are subject to the applicable provisions of the Plan agreement. Participant Notes Receivable Participants may borrow up to the lesser of $50,000 or 50 percent of the vested portion of their account balance, subject to certain restrictions, in accordance with interest rates and collateral requirements established by the Company. Plan Year The Plan year is the 52 or 53 week period ending on the Saturday closest to March 31 of each year. Accordingly, the Plan's fiscal years ended March 27, 1999 and March 28, 1998. 2. Summary of Accounting Policies Method of Accounting The Plan's financial statements are prepared on the accrual basis of accounting, and reflect management's estimates and assumptions, such as those regarding fair value, that affect the recorded amounts. Significant estimates used are discussed throughout the notes to financial statements. 10 16 PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Investments Investments in pooled separate accounts (CIGNA Charter Large Company Stock Index Fund, CIGNA Charter Small Company Stock - Growth Fund, CIGNA Fidelity Magellan Fund, CIGNA Fidelity Equity Income II Fund, CIGNA Fidelity Contrafund Fund, CIGNA Fidelity Puritan Fund, CIGNA American Century - Twentieth Century Ultra Fund and CIGNA Janus Worldwide Fund) are recorded at fair value, as determined by the unit value as reported by the Connecticut General Life Insurance Company ("CG Life"). The investment in the CIGNA Charter Guaranteed Long-Term Account is non-fully benefit responsive and is recorded at fair value. Participant notes receivable are valued at cost which approximates fair value. The Plantronics, Inc. Common Stock is valued at its quoted market price. Contributions Employee contributions are generally recorded in the period during which the Company makes payroll deductions from the participants' eligible compensation. Matching Company contributions are generally recorded in the same period. Profit sharing contributions are recorded annually. Benefits Benefit claims are recorded as expenses when they have been approved for payment and paid by the Plan. 3. Deposit With Insurance Company The Plan participates in a contract with CG Life via an investment in the CIGNA Charter Guaranteed Long-Term Account. CG Life commingles the assets of this investment with other assets. For the Plan's investment in the CIGNA Charter Guaranteed Long-Term Account, the Plan is credited with interest at the rate specified in the contract which ranged from 5.60% to 5.35% and 5.70% to 5.60% for the years ended March 27, 1999 and March 28, 1998, respectively, net of asset charges. CG Life prospectively guaranteed the interest rates credited for the CIGNA Charter Guaranteed Long-Term Account for six months. As discussed in Note 2, the CIGNA Charter Guaranteed Long-Term Account is included in the financial statements at fair value which, principally because of the periodic rate reset process, approximates contract value. 11 17 PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 4. Investments Investments that represent 5 percent or more of the Plan's net assets are separately identified below.
March 27, March 28, 1999 1998 CIGNA Charter Guaranteed Long-Term Account $ 7,447,045 $7,857,579 interest rates, 5.35%; 5.60% CIGNA Fidelity Magellan Fund 10,626,046 8,270,865 units, 57,688; 56,238 CIGNA Fidelity Equity Income II Fund 5,284,407 4,744,975 units, 116,705; 118,358 CIGNA Fidelity Contrafund Fund 2,738,425 1,883,195 units, 31,987; 27,112 CIGNA American Century - Twentieth Century Ultra Fund 3,089,899 2,096,516 units, 52,846; 45,616 Plantronics, Inc. Common Stock 2,637,343 N/A shares, 42,926; N/A
5. Participant Notes Receivable Subject to the terms of the Plan, participants may borrow from their accounts up to the lesser of $50,000 or 50% of their vested account balance. Loan transactions are treated as a transfer to/from the investment fund from/to Participant Notes Receivable. A loan is secured by the balance in the participant's account and bears interest at a rate commensurate with market rates for similar loans, as defined (8.00% to 13.00% for the years ended March 27, 1999 and March 28, 1998). 6. Plan Termination or Modification Although it has not expressed any intent to do so, the Company has reserved the right under the Plan to discontinue its contributions at any time and to terminate or modify the Plan at any time, and for any reason, subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. 12 18 PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 7. Income Taxes The Internal Revenue Service has determined and informed the Company by a letter dated May 31, 1995 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter. However, the Plan's administrator believes that the Plan is designed and is currently being operated in substantial compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements. 8. Reconciliation of Plan Financial Statements to the Form 5500 The Annual Return/Report of Employee Benefit Plan (the "Form 5500") is prepared on the modified cash basis. Accordingly, certain balances included on lines 31 and 32 of the Form 5500 differ from those included in these financial statements. Contributions in the statement of changes in net assets available for benefits differ from contributions in the Form 5500 by the amount of contributions accrued at December 31. The ending net asset balances are reconciled as follows:
March 27, March 28, 1999 1998 Net assets, reflected on Form 5500 $ 33,644,017 $ 27,313,970 Add: Employer contributions receivable 1,071,102 862,184 ------------ ------------ Net assets, reflected in the financial statements $ 34,715,119 $ 28,176,154 ============ ============
9. Forfeitures The net change in forfeiture reserve represents the net change in the available forfeiture reserve balance from the prior year plus the current year forfeitures generated. Forfeitures result from nonvested benefit payments remaining in the Plan for all terminated employees. Upon reaching the break-in-service requirement, as defined in the Plan agreement, forfeitures generated are added to the forfeiture reserve balance. The forfeiture reserve of $9,370 and $8,794 at March 27, 1999 and March 28, 1998, respectively, is included in the CIGNA Charter Guaranteed Long-Term Account and is available to offset contributions which would be otherwise payable by the Company, in accordance with the Plan agreement. In 1998 and 1997 Company cash contributions were offset by $8,798 and $32,735, respectively, from forfeited nonvested accounts. 13 19 SUPPLEMENTAL SCHEDULE SCHEDULE I ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN LINE 27a FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES MARCH 27, 1999 - -------------------------------------------------------------------------------
(c) (b) Description of investment including Identity of Issue, borrower, maturity date, rate of interest, (d) (e) (a) lessor, or similar party collateral, par or maturity value Cost Current value Connecticut General Life CIGNA Charter Guaranteed * Insurance Company Long-Term Account 5.35% $ 7,447,045 $ 7,447,045 Connecticut General Life CIGNA Charter Large Company * Insurance Company Stock Index Fund $66.71/unit 107,805 112,679 Connecticut General Life CIGNA Charter Small Company * Insurance Company Stock - Growth Fund $9.65/unit 25,361 26,922 Connecticut General Life CIGNA Fidelity Magellan Fund * Insurance Company $184.20/unit 6,065,309 10,626,046 Connecticut General Life CIGNA Fidelity Equity Income II Fund * Insurance Company $45.28/unit 3,383,311 5,284,407 Connecticut General Life CIGNA Fidelity Contrafund Fund * Insurance Company $85.61/unit 1,828,929 2,738,425
* Indicates an identified person known to be a party-in-interest to the Plan. 14 20 SUPPLEMENTAL SCHEDULE SCHEDULE I ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN LINE 27a FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES MARCH 27, 1999 (CONTINUED) - --------------------------------------------------------------------------------
(c) (b) Description of investment including Identity of Issue, borrower, maturity date, rate of interest, (d) (e) (a) lessor, or similar party collateral, par or maturity value Cost Current value Connecticut General Life CIGNA Fidelity Puritan Fund * Insurance Company $31.90/unit $ 601,107 $ 757,524 Connecticut General Life CIGNA American Century - Twentieth * Insurance Company Century Ultra Fund $58.47/unit 2,000,434 3,089,899 Connecticut General Life CIGNA Janus Worldwide Fund * Insurance Company $57.00/unit 30,676 31,788 National Financial Plantronics, Inc. Common Stock * Services, Inc. $61.44/share 1,521,641 2,637,343 * Participant Notes Receivable 8.00% - 13.00% 891,939 891,939
* Indicates an identified person known to be a party-in-interest to the Plan. 15 21 SUPPLEMENTAL SCHEDULE SCHEDULE II PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN LINE 27b FORM 5500 - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS MARCH 27, 1999 - --------------------------------------------------------------------------------
(g) Detailed description of loan Amount received during including dates of making and reporting year maturity, interest rate, the type (c) (f) and value of collateral, any (b) Original Unpaid renegotiation of the loan and the Identity and amount (d) (e) balance at terms of renegotiation, and other (a) address of obligor of loan Principal Interest end of year material items (*) Participant A $ 3,000 $ - $ - $ 87 Effective date of loan January 5, 1994; interest rate 8.00%; term 36 months
Amount overdue (h) (i) Principal Interest $87 $2 The above loan is classified as defaulted because required payments were not made by the due date; however, the participant will be issued a Form 1099-R for the 2000 Plan year. (*) Indicates an identified person known to be a party-in-interest to the Plan. 16 22 PLANTRONICS, INC. SUPPLEMENTAL SCHEDULE ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS SCHEDULE III LINE 27d FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED MARCH 27, 1999 - -------------------------------------------------------------------------------
(h) (b) (f) Current Description of asset Expense value (a) (include interest (c) (d) (e) incurred (g) of asset on (i) Identity of party rate and maturity Purchase Selling Lease with Cost of transaction Net gain involved in case of a loan) price price rental transaction asset date or (loss) Purchases into Connecticut General CIGNA Charter Life Insurance Guaranteed Company Long-Term Account $1,586,458 N/A N/A N/A $1,586,458 $1,586,458 - Connecticut General Sales from CIGNA Life Insurance Charter Guaranteed Company Long-Term Account N/A $2,412,570 N/A N/A 2,412,570 2,412,570 - Connecticut General Purchases into Life Insurance CIGNA Fidelity Company Magellan Fund 1,121,652 N/A N/A N/A 1,121,652 1,121,652 - Connecticut General Sales from CIGNA Life Insurance Fidelity Magellan Company Fund N/A 864,052 N/A N/A 583,753 864,052 $ 280,299 Connecticut General Purchases into Life Insurance CIGNA Fidelity Company Equity Income II Fund 65,663 N/A N/A N/A 665,663 665,663 - Connecticut General Sales from CIGNA Life Insurance Fidelity Equity Company Income II Fund N/A 720,584 N/A N/A 505,785 720,584 214,799 Purchases of National Financial Plantronics, Inc. Services, Inc. Common Stock 1,054,901 N/A N/A N/A 1,054,901 1,054,901 - Sales of National Financial Plantronics, Inc. Services, Inc. Common Stock N/A 348,148 N/A N/A 177,418 348,148 170,730
17 EX-23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-19351) of Plantronics, Inc. (Company) of our report dated September 15, 1999 relating to the financial statements of the Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP - ------------------------------- PricewaterhouseCoopers LLP Hartford, Connecticut September 23, 1999 -----END PRIVACY-ENHANCED MESSAGE-----