-----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, WudDWLMO2CUxHnFqTLH/luI0Gw5CqKHAYGpyC1bSkIbHjmv4QloyHuvgrKoFHeNp HecR/h4tJ63ud8/xGxyQbg== 0000914025-05-000021.txt : 20050524 0000914025-05-000021.hdr.sgml : 20050524 20050524161628 ACCESSION NUMBER: 0000914025-05-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050114 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050524 DATE AS OF CHANGE: 20050524 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: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12696 FILM NUMBER: 05854539 BUSINESS ADDRESS: STREET 1: 345 ENCINAL ST 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 8-K 1 frm8kdir.htm FORM 8-K RESIGNATION OF DIRECTOR Form 8-K Resignation of Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
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 14, 2005
 
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 number)
(I.R.S. Employer Identification Number)
 
345 Encinal Street
Santa Cruz, California 95060 
(Address of Principal Executive Offices including Zip Code)
 
(831) 426-5858
(Registrant's Telephone Number, Including Area Code)
 

N/A
(Former name or former address, if changed since 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:
 
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))

 

 
 
 
 
 

 


 
SECTION 5 — Corporate Governance and Management
 
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
 
(b)          On May 20, 2005, Plantronics, Inc. (the “Company”), received notification from David Wegmann, a member of the Company’s Board of Directors, that he resigned from the Board of Directors for personal reasons.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
(a)          On January 14, 2005, the Board of Directors amended Article 3, Section 2 of the Company’s Amended and Restated By-laws to change the number of directors from six (6) to a range of five (5) to nine (9), with the exact number of directors in the range to be fixed from time to time by resolution of the Board of Directors. The certificate of amendment effecting the amendment to the Amended and Restated By-laws is filed herewith as Exhibit 3.1.2 and is incorporated by reference herein.
 
Item 9.01 Financial Statements and Exhibits.
  
 
Exhibit Number
Description

3.1.2
Certificate of Amendment to Amended and Restated Bylaws of Plantronics, Inc.

 

 
 
 
 
 

 

 
 
 
 
 
PLANTRONICS, INC.
 
 
 
 
 
 
Date: May 24, 2005
By:  
/s/ Barbara Scherer
 
Barbara Scherer
 
Senior Vice President and Chief Financial Officer
 
 


 
 
EXHIBIT INDEX
 
Exhibit Number
Description

3.1.2
Certificate of Amendment to Amended and Restated Bylaws of Plantronics, Inc.
 

 EX-3.1.2 2 certofam.htm CERTIFICATE OF AMENDMENT TO ADMENDED AND RESTATED BYLAWS OF PLANTRONICS, INC. Certificate of Amendment to Admended and Restated Bylaws of Plantronics, Inc.

CERTIFICATE OF AMENDMENT

OF THE AMENDED AND RESTATED

BY-LAWS OF

PLANTRONICS, INC.


The undersigned, being the Secretary of Plantronics, Inc., hereby certifies that Section 2 of Article 3 of the Amended and Restated By-laws of this corporation was amended effective January 14, 2005 by the Board of Directors to provide in its entirety as follows:
 
2. Number, Election and Term of Office 
 
 
The authorized number of directors constituting the board of directors shall be from five (5) to nine (9). The exact number of directors shall be determined from time to time by resolution of the board of directors, provided the board of directors shall consist of at least one member. This Section 2 of this Article 3 may be changed by an amendment to these by-laws adopted by (a) the vote of 66-2/3% of the outstanding Common Stock of the corporation or (b) by a resolution of the board of directors adopted by the affirmative vote of at least 66-2/3% of such authorized number of directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term expires. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article 3. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.
 


This Certificate of Amendment of the Bylaws shall be effective as of January 14, 2005.

 
     
 
 
 		  
 		  
 
By:   /s/ Richard R. Pickard
 
Richard R. Pickard
  Secretary
 -----END PRIVACY-ENHANCED MESSAGE-----