Plantronics 2011 Annual Report Download - page 31

War, terrorism, public health issues, natural disasters, or other business interruptions could disrupt supply, delivery, or demand
of products, which could negatively affect our operations and performance.
War, terrorism, public health issues, or other business interruptions whether in the U.S. or abroad, have caused or could cause
damage or disruption to international commerce by creating economic and political uncertainties that may have a strong negative
impact on the global economy, our company, and our suppliers or customers. Our major business operations are subject to
interruption by earthquake, flood, volcanic eruptions or other natural disasters, fire, power shortages, terrorist attacks and other
hostile acts, public health issues, flu or similar epidemics, and other events beyond our control. Our corporate headquarters,
information technology, manufacturing, certain research and development activities, and other critical business operations are
located near major seismic faults or flood zones. While we are partially insured for earthquake-related losses or floods, our
operating results and financial condition could be materially affected in the event of a major earthquake or other natural or manmade
disaster.
We have a limited number of suppliers based in Japan who appear to have been directly affected by the earthquake, tsunami and
nuclear crisis that occurred in Japan in March 2011. While their impact on our business does not appear to be material at this
time, if that were to change, our business could be adversely affected.
Although it is impossible to predict the occurrences or consequences of any of the events described above, such events could
significantly disrupt our operations. In addition, should major public health issues arise, including pandemics, we could be
negatively impacted by the need for more stringent employee travel restrictions, limitations in the availability of freight services,
governmental actions limiting the movement of products between various regions, delays in production ramps of new products,
and disruptions in the operations of our manufacturing vendors and component suppliers. Our operating results and financial
condition could be adversely affected by these events.
Provisions in our charter documents and Delaware law and our adoption of a stockholder rights plan may delay or prevent a
third party from acquiring us, which could decrease the value of our stock.
Our Board of Directors has the authority to issue preferred stock and to determine the price, rights, preferences, privileges and
restrictions, including voting and conversion rights, of those shares without any further vote or action by the stockholders. The
issuance of our preferred stock could have the effect of making it more difficult for a third party to acquire us. In addition, we
are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which could also have the
effect of delaying or preventing our acquisition by a third party. Further, certain provisions of our Certificate of Incorporation
and bylaws could delay or make more difficult a merger, tender offer or proxy contest, which could adversely affect the market
price of our common stock.
In 2002, our Board of Directors adopted a stockholder rights plan, pursuant to which we distributed one right for each outstanding
share of common stock held by stockholders of record as of April 12, 2002. Because the rights may substantially dilute the stock
ownership of a person or group attempting to take us over without the approval of our Board of Directors, the plan could make it
more difficult for a third party to acquire us, or a significant percentage of our outstanding capital stock, without first negotiating
with our Board of Directors regarding such acquisition.
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