Plantronics 2002 Annual Report Download - page 43

5 . C O M M O N A N D T R E A S U RY S T O C K
On June 29, 2000, our Board of Directors approved a three-for-one split of our Common
Stock, effected as a stock dividend. All stockholders of record on July 18, 2000 (the “Record
Date”) received two additional shares for each share owned on the Record Date. Shares
resulting from the split were distributed by the transfer agent on August 8, 2000. All share
and per-share numbers contained herein for all periods presented reflect this stock split,
unless otherwise noted.
As of the beginning of fiscal 2000, there were 1,357,221 shares authorized for repurchase
under our stock repurchase plan. During fiscal 2000, the Board of Directors authorized
Plantronics to repurchase an additional 3,000,000 shares of Common Stock. During fiscal
2000, we repurchased 3,802,500 shares of our Common Stock in the open market at a
total cost of $72.6 million, and an average price of $19.09 per share. T hrough our
employee benefit plans, we reissued 123,291 shares for proceeds of $2.1 million. Shares
repurchased in fiscal year 2000 that exceeded the additional 3,000,000 shares pertained
to authorizations from prior years.
During fiscal 2001, the Board of Directors authorized Plantronics to repurchase an additional
1,500,000 shares of Common Stock. During fiscal 2001, we repurchased 1,333,100 shares
of our Common Stock in the open market at a total cost of $40.1 million, and an average
price of $30.02 per share. T hrough our employee benefit plans, we reissued 99,925
shares for proceeds of $2.8 million.
During fiscal 2002, the Board of Directors authorized Plantronics to repurchase an additional
3,000,000 shares of Common Stock. During fiscal 2002, we repurchased 3,581,421 shares
of our Common Stock in the open market at a total cost of $72.1 million, and an average
price of $20.10 per share. T hrough our employee benefit plans, we reissued 133,110
shares for proceeds of $2.5 million. Shares repurchased in fiscal year 2002 that exceeded
the additional 3,000,000 shares pertained to authorizations from prior years. As of M a r c h
31, 2002, there were 140,200 remaining shares authorized for repurchase under all
repurchase authorizations.
Preferred Stock Rights Agreements. On March 13, 2002, Plantronics’ Board of Directors
adopted a Preferred Stock Rights Agreement under which we declared a dividend of one
right to purchase one one-thousandth (0.001) share of Plantronics’ Series A Participating
Preferred Stock for each outstanding share of Common Stock. T he rights will separate
f r o m the Common Stock and become exercisable following (i) the tenth (10th) day (or
such later date as may be determined by the Board of Directors) after a person or group
of affiliated or associated persons has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the Common Stock then outstanding or (ii) the
tenth (10th) business day (or such later date as may be determined by the Board of
Directors) after a person or group announces a tender of exchange off e r, the
consummation of which would result in ownership by a person or group of 15% or more
of the then outstanding Common Stock. Each right will entitle the holder to purchase
from Plantronics for an exercise price of $170.00, the “Exercise Price”, subject to
adjustments, one one-thousandth (0.001) of a share of Series A Preferred Stock with
economic terms similar to that of one share of Common Stock. If an acquirer (an
“Acquiring Person”) obtains 15% or more of Plantronics’ Common Stock, then each Right
(other than Rights owned by an Acquiring Person or its affiliates) will entitle the holder
thereof to purchase, for the Exercise Price, a number of shares of Plantronics’ Common
Stock having a then-current market value of twice the Exercise Price. T he Rights expire
on the earliest of (a) April 12, 2012 or (b) exchange or redemption of the Rights
described above. Rights will not have any voting rights.
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