8-K

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):  October 2, 2009

Plantronics, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	1-12696	77-0207692
(State or Other Jurisdiction of Incorporation)	(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 1 – REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On October 1, 2009, Plantronics, Inc. (“Plantronics” or “the Company”) and certain of its foreign subsidiaries entered into an Asset Purchase Agreement (the “Agreement”) with Audio Technologies Acquisition, LLC, a Delaware limited liability corporation (“the Purchaser”) an affiliate of Prophet Equity LP for the sale of certain assets of Altec Lansing, the Audio Entertainment Group (AEG) business segment of the Company (the “Transaction”), for a purchase price of $18 million in cash, subject to certain post-closing adjustments.  In addition, the Purchaser will assume certain liabilities related to AEG.  The transaction is expected to close by the end of October 2009.

Pursuant to the Agreement, the Purchaser will acquire substantially all the assets associated with the AEG business, including customer and vendor contracts, certain patents and trademarks and other intellectual property, inventory, property, plant and equipment, and the name Altec Lansing.  In addition, the parties have agreed to license to each other certain intellectual property rights.  Purchaser also expects to hire certain employees of the Company who are currently employed in the AEG business.  In connection with the Agreement, the parties will also enter into a Transition Services Agreement whereby, among other things, Plantronics will provide certain services to the Purchaser for a limited period following the closing.

Plantronics and the Purchaser made customary representations, warranties and covenants in the Agreement.  Plantronics has agreed to operate the AEG business and the related assets being sold in the ordinary course of business and to refrain from taking certain actions with respect to the AEG business and related assets being sold in connection with the Transaction.  In addition, both parties have agreed to certain non-competition and non-solicitation covenants.

Both the parties have agreed to indemnify the other party against certain losses, including losses for breaches of representations, warranties and covenants and liabilities that, in the case of the Purchaser, it has assumed, subject to certain limitations and Plantronics has deposited a certain portion of the purchase price in escrow to secure its indemnification obligations.

The completion of the Transaction is subject to various conditions, including the absence of a material adverse effect on the AEG business being sold, accuracy of representations and warranties, compliance with covenants and delivery of certain consents to third party contracts.

The Agreement contains certain termination rights for both Plantronics and the Purchaser.

The transaction was approved by Plantronics’ Board of Directors on October 1, 2009 and is subject to certain closing conditions.  In addition, the Agreement contains customary termination rights for both the Company and the Purchaser.

The foregoing description of the agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which Plantronics intends to file with its Quarterly Report on Form 10-Q for the quarter ending September 26, 2009. 

A copy of the press release, dated October 2, 2009, announcing the sale of the Company’s Altec Lansing business to the Purchaser is attached hereto as Exhibit 99.1.

SECTION 2 – FINANCIAL INFORMATION

Item 2.06  Material Impairments

In connection with the review of the financial statements for the quarter ended September 26, 2009, Plantronics concluded that it will record an impairment charge in the range of $13 million to $16 million, net of taxes, to write-off the carrying value of its AEG intangible assets and potentially other long-lived assets within the AEG segment.  This range is a preliminary estimate only.  The impairment is mainly a result of the Company’s decision to sell the Altec Lansing business and entering into a non-binding letter of intent during the quarter.  Plantronics is continuing to evaluate the impairment of these assets and the amount of the actual impairment charge may vary materially from this estimate.  Plantronics expects to record this charge in the current fiscal quarter ending September 26, 2009.  The impairment(s) will not result in any current or future cash expenditures.

Cautionary Note Regarding Forward-Looking Statements

This current report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to (i) the proposed sale of the Audio Entertainment Group to Prophet Equity; (ii) the opportunities provided by Unified Communications (“UC”); (iii) the effects of the reorganization of the Company’s corporate structure and the sale of the Audio Entertainment Group; (iv) the retained working capital assets and our ability to monetize them; (v) the estimated impairment charge in the range of $13 million to $16 million; (vi) our use of the capital from the sale of Altec Lansing, including the stock repurchase program; and (vii) the effects of the sale of Altec Lansing on Altec Lansing, including its effects on Altec Lansing’s partners and customers, as well as (viii) other matters discussed in the attached press release that are not purely historical data.  The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contemplated by such statements. These risks and uncertainties include, but are not limited to, the ability to finalize and close the sale of Altec Lansing per the terms of the Asset Purchase Agreement, as well as other risks indicated in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed May 26, 2009, quarterly reports filed on Form 10-Q and other filings with the Securities and Exchange Commission as well as recent press releases. These filings can be accessed over the Internet at http://www.sec.gov/edgar/searchedgar/companysearch.html.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description of Document

99.1 Press release issued by Plantronics, Inc. dated October 2, 2009, entitled “Plantronics Organizes to Focus on Unified Communications Opportunity, Enters Definitive Agreement to Sell Altec Lansing”

SIGNATURES

            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.
Date: October 2, 2009	By:	/s/ Barbara Scherer
&# 160;  Name:		Barbara Scherer
&# 160;       Title:		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Index Description of Document

99.1 Text of Press Release issued by Plantronics, Inc., dated October 2, 2009, and titled “Plantronics Organizes to Focus on Unified Communications Opportunity, Enters Definitive Agreement to Sell Altec Lansing”

EX-99.1

PRESS RELEASE

INVESTOR CONTACT: Greg Klaben Vice President of Investor Relations (831) 458-7533   MEDIA CONTACT: Dan Race Senior Manager, Corporate Communications (831) 458-7005     October  2, 2009       PROPHET EQUITY CONTACT: Stephanie Fine Marketing Coordinator (817)  898-1503 www.prophetequity.com  

Plantronics Organizes to Focus on Unified Communications Opportunity, Enters Definitive Agreement to Sell Altec Lansing

SANTA CRUZ, CA – October 2, 2009 - Plantronics, Inc. (NYSE: PLT) today announced that it has entered into a definitive agreement to sell Altec Lansing, the Audio Entertainment Group of Plantronics, to Prophet Equity LP, a Southlake, Texas - based private equity firm, for consideration of approximately $18 million in cash, net of liabilities assumed, and subject to certain adjustments.  The transaction, which was approved by Plantronics’ Board of Directors on October 1, 2009, is expected to close by the end of October.  

In concert with the sale of Altec Lansing assets, Plantronics also announced a streamlined functional corporate structure, replacing the matrix it had operated with, to best target the Unified Communications opportunity.

“Unified Communications represents the greatest revenue and profit opportunity in the Company’s history.  The reorganization and asset sale represent further steps to focus on our core market, improve the Company’s return on invested capital and enhance time to market and profitability through a simpler organizational structure,” stated Ken Kannappan, President & CEO.

Under the terms of the agreement, Plantronics will retain certain Altec Lansing assets and liabilities as of the closing date, including accounts receivable, accounts payable and certain other liabilities.  As a result, the Company expects these net assets to result in additional operating cash flow once the retained working capital assets are monetized in fiscal 2010.  Plantronics will also retain assets and/or use of certain assets with strategic value to Plantronics, including the right to use the Altec Lansing brand for specific music applications for three years.  As a result of the sale of Altec Lansing, we expect all future and historical AEG segment results to be reported as discontinued operations in Plantronics financial statements beginning in the third quarter of fiscal 2009. 

In the quarter ended September 26, 2009, Plantronics has determined that it will be required to record an impairment charge related to its AEG long-lived assets which includes the remaining intangible assets from the Altec Lansing acquisition in 2005 along with potential other long-lived assets within the AEG segment.  The impairment analysis is being performed and we currently estimate the non-cash impairment charge, net of the tax benefit, to be in the range of $13 to $16 million.

“Capital freed up by the sale of Altec Lansing will be redeployed to its highest and best use.  Our philosophy is to use excess cash to drive stockholder value and the primary vehicle we have used to accomplish this is through stock repurchase programs.  Throughout our history, we have bought back over $425 million of stock and are currently executing on our 19th stock repurchase program.  We intend to continue to buy back stock on a regular basis with cash beyond domestic requirements,” stated Barbara Scherer, Senior Vice President of Finance and Administration & CFO.

“Altec Lansing contributed to our success in the consumer market, where we are today a Bluetooth headset market leader and we will work hard to ensure a smooth transition for Altec Lansing’s partners and customers.  We are confident that Prophet Equity LP will continue to manage the business effectively,” Kannappan concluded.

”Prophet Equity is delighted to be partnering with Altec Lansing at this time in its history, as we believe it is an influential and dynamic company with a bright future in many portable digital audio platforms,” commented Ross Gatlin, CEO at Prophet Equity. “This transaction leverages our operational and strategic toolkit as well as underscores our internal capabilities to execute complex carve outs.” Gatlin added.

George Stelling, COO at Prophet Equity, commented further that “Our team sees Altec Lansing’s compelling audio technologies, its global customer and supply base, and its top notch management team as strengths that are unrivaled in the audio market today.  We look forward to helping grow the company, to partnering with Plantronics in the future on new platforms, and to serving Altec’s enthusiastic and loyal customers for many years to come.”

Houlihan Lokey is serving as financial advisor, and Wilson Sonsini Goodrich & Rosati is serving as legal advisor to Plantronics in connection with the transaction.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to (i) the proposed sale of the Audio Entertainment Group to Prophet Equity, (ii) the opportunities provided by Unified Communications (“UC”); (iii) the effects of the reorganization of the Company’s corporate structure and the sale of the Audio Entertainment Group; (iv) the retained working capital assets and our ability to monetize them; (v) the estimated impairment charge; (vi) our use of the capital from the sale of Altec Lansing, including the stock repurchase program; and (vii) the effects of the sale of Altec Lansing on Altec Lansing, including its effects on Altec Lansing’s partners and customers.  Plantronics does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contemplated by such statements. Among the factors that could cause actual results to differ materially from those contemplated are:

·   uncertainty as to whether the sale of Altec Lansing to Prophet Equity will be completed;

·   the failure of either party to meet the closing conditions set forth in the asset purchase agreement pursuant to which Plantronics will sell Altec Lansing to Prophet Equity;

·   reaction of Altec Lansing’s customers, suppliers and partners to the sale of Altec Lansing;

·   economic conditions in both the domestic and international markets;

·   the bankruptcy or financial weakness of distributors or key customers, or the bankruptcy of or reduction in capacity of our key suppliers;

·   our ability to realize our UC plans and to achieve the financial results projected to arise from UC adoption could be adversely affected by the following factors: (i) as UC becomes more widely adopted, the risk that competitors will offer solutions that will effectively commoditize our headsets which, in turn, will reduce the sales prices for our headsets; (ii) our plans are dependent upon adoption of our UC solution by major platform providers such as Microsoft, Avaya, IBM and Cisco, and we have a limited ability to influence such providers with respect to the functionality of their platforms, their rate of deployment, and their willingness to integrate their platforms with our solutions; (iii) the development of UC solutions is technically complex and this may delay or obstruct our ability to introduce solutions to the market on a timely basis and that are cost effective, feature rich, stable and attractive to our customers; (iv) as UC becomes more widely adopted we anticipate that competition for market share will increase, and some competitors may have superior technical and economic resources, and (v) UC solutions may not be adopted with the breadth and speed in the marketplace that we currently anticipate;

·   further impairment losses on the carrying value of our intangible assets and goodwill could be recognized if it is determined the value is not recoverable which would adversely affect our financial results; and

·   additional risk factors including: interruption in the supply of sole-sourced critical components, continuity of component supply at costs consistent with our plans, the inherent risks of our substantial foreign operations, and problems which might affect our manufacturing facilities in Mexico, and unexpected delays and uncertainties affecting our ability to realize targeted expense reductions and annualized savings through implementation of our plan to outsource the manufacturing of our Bluetooth products in China to GoerTek, Inc.

For more information concerning these and other possible risks, please refer to the Company’s Annual Report on Form 10-K filed May 26, 2009, quarterly reports filed on Form 10-Q and other filings with the Securities and Exchange Commission as well as recent press releases. These filings can be accessed over the Internet at http://www.sec.gov/edgar/searchedgar/companysearch.html.

About Plantronics

Plantronics is a world leader in personal audio communications for professionals and consumers. From unified communication solutions to Bluetooth headsets, Plantronics delivers unparalleled audio experiences and quality that reflect our nearly 50 years of innovation and customer commitment. Plantronics is used by every company in the Fortune 100 and is the headset of choice for air traffic control, 911 dispatch and the New York Stock Exchange. For more information, please visit www.plantronics.com or call (800) 544-4660.

About Prophet Equity

Prophet Equity is a private equity firm that uses proven, data-driven analytical techniques coupled with over 100 years of investment and management experience to invest in, unlock and realize future value today.  Partnering with owners and management teams, Prophet Equity’s team utilizes a toolkit that is Fortune 500 tested and private equity proven to diagnose and drive dramatic value creation.  Portfolio company management teams are highly motivated with clear, uncapped incentives based on realized business performance.

Over the last decade alone, Prophet’s Principals have invested and managed approximately $300 million of control equity in entities with over $2.5 billion in revenue. Their control equity investments focus on lower and middle market companies with strategically strong businesses with significant value creation potential, such as those found in partnerships, corporate carve-outs, divestitures and non-strategic businesses of larger companies. Representative business situations include special situations, succession planning, recapitalizations, reorganizations, turnarounds, acquisitions, mergers and bankruptcies.  For more information, please visit www.prophetequity.com or call us at +1.817.898.1500.

Altec Lansing and Plantronics are trademarks or registered trademarks of Plantronics, Inc.  The Bluetooth® word mark and logos are registered trademarks of Bluetooth SIG, Inc. and any use of such marks by Plantronics is under license. All other trademarks are property of their respective owners

###

PLANTRONICS, INC. / 345 Encinal Street / P.O. Box 1802 / Santa Cruz, California 95061-1802

831-426-6060 / Fax 831-426-6098