Registration
Nos. 333-258324
333-248775
333-240154
333-234518
333-227306
333-221241
333-215831
333-207830
333-190404
333-188868
333-183268
333-177705
333-170325
333-162715
333-152814
333-146076
333-140623
333-131412
333-127672
333-120364
333-107218
333-97091
033-81980
333-67094
333-61003
333-42664
333-14833
333-19351
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO:
Form S-8 Registration Statement No. 333-258324
Form S-8 Registration Statement No. 333-248775
Form S-8 Registration Statement No. 333-240154
Form S-8 Registration Statement No. 333-234518
Form S-8 Registration Statement No. 333-227306
Form S-8 Registration Statement No. 333-221241
Form S-8 Registration Statement No. 333-215831
Form S-8 Registration Statement No. 333-207830
Form S-8 Registration Statement No. 333-190404
Form S-8 Registration Statement No. 333-188868
Form S-8 Registration Statement No. 333-183268
Form S-8 Registration Statement No. 333-177705
Form S-8 Registration Statement No. 333-170325
Form S-8 Registration Statement No. 333-162715
Form S-8 Registration Statement No. 333-152814
Form S-8 Registration Statement No. 333-146076
Form S-8 Registration Statement No. 333-140623
Form S-8 Registration Statement No. 333-131412
Form S-8 Registration Statement No. 333-127672
Form S-8 Registration Statement No. 333-120364
Form S-8 Registration Statement No. 333-107218
Form S-8 Registration Statement No. 333-97091
Form S-8 Registration Statement No. 333-67094
Form S-8 Registration Statement No. 333-61003
Form S-8 Registration Statement No. 333-42664
Form S-8 Registration Statement No. 333-14833
AND
POST-EFFECTIVE AMENDMENT NO. 2 TO:
Form S-8 Registration Statement No. 033-81980
Form S-8 Registration Statement No. 333-19351
UNDER
THE SECURITIES ACT OF 1933
PLANTRONICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
1-12696 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification Number) |
| |
|
345 Encinal Street
Santa Cruz, California |
95060 |
| (Address of Principal Executive Offices) |
(Zip Code) |
| |
|
|
2020 Inducement Equity Incentive Plan
2003 Stock Plan, as amended and restated
2002 Employee Stock Purchase Plan, as amended and restated
Plantronics, Inc. Deferred Compensation Plan
Individual Restricted Stock Purchase Agreement
Individual Stock Option Agreements
1996 Employee Stock Purchase Plan
1993 Director Stock Option Plan
1993 Stock Option Plan
Executive Stock Purchase Plan
Plantronics, Inc. Annual Profit Sharing/Individual
Savings Plan
Plantronics, Inc. Basic Deferred Compensation
Plan |
| (Full title of the plan) |
David M. Shull
President and Chief Executive Officer
345 Encinal Street
Santa Cruz, California 95060 |
| (Name and address of agent for service) |
| |
(821) 426-5858 |
| (Telephone number, including area code, of agent for service) |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☒ |
Accelerated filer ☐ |
| Non-accelerated filer ☐ |
Smaller reporting company ☐ |
| |
Emerging growth company ☐ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Explanatory Note
– DEREGISTRATION OF SECURITIES
This Post-Effective Amendment to each of the following
Registration Statements on Form S-8 (collectively, the “Prior Registration Statements”) is being filed by Plantronics, Inc.
(the “Registrant” or “Poly”) to terminate all offerings under the Prior Registration Statements and to deregister
(i) any and all shares of Poly common stock, par value $0.01 per share (the “Shares”), (ii) any and all plan interests and
other securities and (iii) any unsecured obligations of Poly to pay deferred compensation in the future in accordance with the terms of
the Plantronics, Inc. Deferred Compensation Plan and the Plantronics, Inc. Basic Deferred Compensation Plan, in each case registered under
the Prior Registration Statements but unsold or otherwise unissued as of the date hereof (note that the Share numbers listed below do
not take into account any stock splits, stock dividends, recapitalizations or other similar transactions effected without the receipt
of consideration that may have occurred in the interim):
| 1. | Registration Statement on Form S-8,
File No. 333-258324, filed with the Securities and Exchange Commission (the “Commission”) on July 30, 2021,
registering 2,000,000 Shares under the 2003 Stock Plan, as amended and restated (“2003 Plan”), and 2,000,000 Shares under
the 2002 Employee Stock Purchase Plan, as amended and restated (“2002 ESPP”). |
| 2. | Registration Statement on Form S-8,
File No. 333-248775, filed with the Commission on September 14, 2020, registering 1,000,000 Shares under the 2020
Inducement Equity Incentive Plan (the “Inducement Plan”). |
| 3. | Registration Statement on Form S-8,
File No. 333-240154, filed with the Commission on July 29, 2020, registering 1,000,000 Shares under the 2003 Plan,
and 1,000,000 Shares under the 2002 ESPP. |
| 4. | Registration Statement on Form S-8,
File No. 333-234518, filed with the Commission on November 5, 2019, registering 1,000,000 Shares under the 2003 Plan,
and 300,000 Shares under the 2002 ESPP. |
| 5. | Registration Statement on Form S-8,
File No. 333-227306, filed with the Commission on September 12, 2018, registering 1,500,000 Shares under the 2003
Plan, and 300,000 Shares under the 2002 ESPP. |
| 6. | Registration Statement on Form S-8,
File No. 333-221241, filed with the Commission on October 31, 2017, registering 1,000,000 Shares under the 2003 Plan. |
| 7. | Registration Statement on Form S-8,
File No. 333-215831, filed with the Commission on January 31, 2017, registering 300,000 Shares under the 2002 ESPP. |
| 8. | Registration Statement on Form S-8,
File No. 333-207830, filed with the Commission on November 5, 2015, registering 1,000,000 Shares under the 2003 Plan,
and 300,000 Shares under the 2002 ESPP. |
| 9. | Registration Statement on Form S-8,
File No. 333-190404, filed with the Commission on August 6, 2013, registering 1,000,000 Shares under the 2003 Plan. |
| 10. | Registration Statement on Form S-8,
File No. 333-188868, filed with the Commission on May 24, 2013, registering $14,000,000 of deferred compensation obligations
under the Plantronics, Inc. Deferred Compensation Plan (the “DCP”). |
| 11. | Registration Statement on Form S-8,
File No. 333-183268, filed with the Commission on August 13, 2012, registering 1,000,000 Shares under the 2003 Plan,
and 300,000 Shares under the 2002 ESPP. |
| 12. | Registration Statement on Form S-8,
File No. 333-177705, filed with the Commission on November 3, 2011, registering 1,700,000 Shares under the 2003 Plan. |
| 13. | Registration Statement on Form S-8,
File No. 333-170325, filed with the Commission on November 3, 2010, registering 1,200,000 Shares under the 2003 Plan. |
| 14. | Registration Statement on Form S-8,
File No. 333-162715, filed with the Commission on October 28, 2009, registering 1,000,000 Shares under the 2003 Plan, and 500,000
Shares under the 2002 ESPP. |
| 15. | Registration Statement on Form S-8,
File No. 333-152814, filed with the Commission on August 6, 2008, registering 1,200,000 Shares under the 2003 Plan and 500,000 Shares
under the 2002 ESPP. |
| 16. | Registration Statement on Form S-8,
File No. 333-146076, filed with the Commission on September 14, 2007, registering 1,700,000 Shares under the 2003 Plan, and 400,000
Shares under the 2002 ESPP. |
| 17. | Registration Statement on Form S-8,
File No. 333-140623, filed with the Commission on February 12, 2007, registering 1,800,000 Shares under the 2003 Plan, and 200,000
Shares under the 2002 ESPP. |
| 18. | Registration Statement on Form S-8, File No. 333-131412, filed with the Commission on January 31, 2006, registering 1,300,000 Shares under the 2003 Plan, and
200,000 Shares under the 2002 ESPP. |
| 19. | Registration Statement on Form S-8,
File No. 333-127672, filed with the Commission on August 18, 2005, registering 5,000 Shares under the Individual Restricted Stock
Purchase Agreement as a material inducement of employment in connection with Poly’s acquisition of Altec Lansing Technologies, Inc.
(“Altec”), and 140,000 Shares pursuant to individual stock option agreements (collectively, the “Individual Stock Option
Agreements”), which options were granted as a material inducement of employment to former employees of Altec in connection with
Poly’s acquisition of Altec. |
| 20. | Registration Statement on Form S-8, File No. 333-120364, filed with the Commission on November 10, 2004, registering 1,000,000 Shares under the 2003 Plan. |
| 21. | Registration Statement on Form S-8,
File No. 333-107218, filed with the Commission on July 21, 2003, registering 1,000,000 Shares under the 2003 Plan, and 100,000 Shares
under the 2002 ESPP. |
| 22. | Registration Statement on Form S-8,
File No. 333-97091, filed with the Commission on July 25, 2002, registering 2,000,000 Shares under the 1993 Stock Option Plan (“1993
Plan”), and 200,000 Shares under the 2002 ESPP. |
| 23. | Registration Statement on Form S-8, File No. 333-67094, filed with the Commission on August 8, 2001, registering 2,000,000 Shares under the 1993 Plan. |
| 24. | Registration Statement on Form S-8, File No. 333-42664, filed with the Commission on July 31, 2000, registering 2,550,000 Shares under the 1993 Plan,
and 120,000 Shares under the 1993 Director Stock Option Plan (“the 1993 Director Plan”). |
| 25. | Registration Statement on Form S-8 POS, File No. 033-81980, filed with the Commission on November 18, 1998, registering 639,422 Shares under the 1993
Plan. |
| 26. | Registration Statement on Form S-8, File No. 333-61003, filed with the Commission on August 7, 1998, registering 1,300,000 Shares under the 1993 Plan. |
| 27. | Registration Statement on Form S-8, File No.
333-19351, filed with the Commission on January 7, 1997, as amended by the Registration Statement on Form S-8 POS, File No. 333-19351, filed with the Commission on March 25, 1997, registering 350,000 Shares under the Plantronics, Inc.
Annual Profit Sharing/Individual Savings Plan (“the Profit Sharing Plan”) and the Plantronics, Inc. Basic Deferred Compensation
Plan (the “Deferred Compensation Plan”). |
| 29. | Registration Statement on Form S-8, File No. 333-14833, filed with the Commission on October 25, 1996, registering 20,000 Shares under the 1996 Employee
Stock Purchase Plan, and 500,000 Shares under the 1993 Director Plan and the 1993 Plan. |
On March 25, 2022, Poly entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with HP Inc., a Delaware corporation (“HP”), and Prism Subsidiary
Corp., a Delaware corporation and wholly owned subsidiary of HP (“Merger Sub”). On August 29, 2022, pursuant to the terms
of the Merger Agreement, Merger Sub merged with and into Poly (the “Merger”), with Poly surviving the Merger as a wholly owned
subsidiary of HP.
In connection with the Merger, Poly has terminated
all offerings of Poly securities pursuant to the Prior Registration Statements. Accordingly, pursuant to the undertakings made by Poly
in the Prior Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain
unsold at the termination of the offerings, these Post-Effective Amendments hereby remove from registration all of such securities registered
under the Prior Registration Statements that remain unsold as of the date of these Post-Effective Amendments.
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 these Post-Effective Amendments to the Prior Registration Statements to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Cruz, State of California, on August 29, 2022.
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PLANTRONICS, INC. |
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By: |
/s/ Lisa Bodensteiner |
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Name: |
Lisa Bodensteiner |
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Title: |
Chief Legal and Compliance Officer and Corporate Secretary |
No other person is required to sign these Post-Effective
Amendments to the Prior Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.