Plantronics 2012 Annual Report Download - page 19

2726
ITEM 3. LEGAL PROCEEDINGS
Six class action lawsuits have been filed against us alleging that our Bluetooth headsets may cause noise-induced hearing
loss. Shannon Wars et al. vs. Plantronics, Inc. was filed on November 14, 2006 in the U.S. District Court for the Eastern District
of Texas. Lori Raines, et al. vs. Plantronics, Inc. was filed on October 20, 2006 in the U.S. District Court, Central District of
California. Kyle Edwards, et al vs. Plantronics, Inc. was filed on October 17, 2006 in the U.S. District Court, Middle District of
Florida. Ralph Cook vs. Plantronics, Inc. was filed on February 8, 2007 in the U.S. District Court for the Eastern District of
Virginia. Randy Pierce vs. Plantronics, Inc. was filed on January 10, 2007 in the U.S. District Court for the Eastern District of
Arkansas. Bruce Schiller, et al vs. Plantronics, Inc. was filed on October 10, 2006 in the Superior Court of the State of California
in and for the County of Los Angeles. The complaints state that they do not seek damages for personal injury to any
individual. These complaints seek various remedies, including injunctive relief requiring us to include certain additional warnings
with our Bluetooth headsets and to redesign the headsets to limit the volume produced, or, alternatively, to provide the user with
the ability to determine the level of sound emitted from the headset. Plaintiffs also seek unspecified general, special, and punitive
damages, as well as restitution. The federal cases have been consolidated for all pre-trial purposes in the U.S. District Court for
the Central District of Los Angeles before Judge Fischer. The California State Court case was dismissed by the plaintiffs. The
parties agreed in principle to settle their claims. The U.S. District Court for the Central District of Los Angeles signed an order
approving the final settlement of the lawsuit entitled In Re Bluetooth Headset Products Liability Litigation brought against
Plantronics, Inc., Motorola, Inc. and GN Netcom, Inc. alleging that the three companies failed to adequately warn consumers of
the potential for long term noise induced hearing loss if they used Bluetooth headsets. The companies contested the claims of the
lawsuit but settled the lawsuit on a nationwide basis for an amount which we believe is less than the cost of litigating and winning
the lawsuit. On September 25, 2009, the Court signed a judgment in the case resolving all matters except the issue of outstanding
attorneys' fees, which will be split among the three defendants. On October 22, 2009, the Court issued an order setting the class
counsel's attorneys' fees and costs and the incentive award at the maximum amounts agreed to by the parties in their settlement. The
objectors to the settlement appealed the judgment issued by the District Court. The United States Court of Appeals for the Ninth
Circuit (Ninth Circuit) on August 19, 2011, issued a decision vacating and remanding the case to the District Court. On remand,
the District Court is instructed to properly exercise its discretion in accordance with the principles set forth in the decision by the
Ninth Circuit. In re-examining this case, the District Court may re-affirm its prior approval of the settlement, disapprove the
settlement or approve a modified settlement. The District Court must properly analyze the conduct of the parties and their counsel
in accordance with the instructions of the Ninth Circuit. The District Court established a schedule to accomplish this analysis and
to re-issue its decision and judgment. We will continue to defend our interests throughout this process and the remainder of the
case. We believe that any loss related to these proceedings would not be material and have adequately reserved for these costs in
the consolidated financial statements.
In addition, we are presently engaged in various legal actions arising in the normal course of business. We believe it is unlikely
that any of these actions will have a material adverse impact on our operating results; however, because of the inherent uncertainties
of litigation, the outcome of any of these actions could be unfavorable and could have a material adverse effect on our financial
condition, results of operations or cash flows.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Table of Contents
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER REPURCHASES OF EQUITY SECURITIES
Price Range of Common Stock
Our common stock is publicly traded on the New York Stock Exchange ("NYSE") under the symbol “PLT”. The following
table sets forth the low and high sales prices as reported on the NYSE for each period indicated.
Low High
Fiscal Year 2012
First Quarter $ 33.51 $ 38.87
Second Quarter 28.45 38.26
Third Quarter 27.45 35.98
Fourth Quarter 35.12 40.26
Fiscal Year 2011
First Quarter $ 27.80 $ 34.17
Second Quarter 26.79 34.28
Third Quarter 33.30 38.20
Fourth Quarter 33.75 38.04
As of April 28, 2012, there were approximately 60 holders of record of our common stock. Because many of our shares of common
stock are held by brokers and other institutions on behalf of beneficial owners, we are unable to estimate the total number of
beneficial owners, but we believe it is significantly higher than the number of record holders. On March 30, 2012, the last trading
day of fiscal year 2012, the last sale reported on the NYSE for Plantronics’ common stock was $40.26 per share.
Cash Dividends
In fiscal years 2012 and 2011, we paid quarterly cash dividends of $0.05 per share resulting in total payments of $9.0 million and
$9.7 million, respectively. On March 19, 2012, our Board of Directors ("Board") approved a proposal to increase the rate of the
Company's quarterly dividend from $0.05 per share to $0.10 per share as presented at the meeting, subject to the Audit Committee
approving and declaring dividends. On April 27, 2012, the Audit Committee approved the payment of a dividend of $0.10 per
share on June 8, 2012 to holders of record on May 18, 2012. We expect to continue paying a quarterly dividend of $0.10 per share
of our common stock; however, the actual declaration of dividends and the establishment of record and payment dates are subject
to final determination by the Audit Committee of the Board each quarter after its review of our financial performance and financial
position.
Share Repurchase Programs
The following table presents a month-to-month summary of the stock purchase activity in the fourth quarter of fiscal year 2012:
Total
Number of
Shares
Purchased 1
Average
Price
Paid per
Share 4
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs 5
January 1, 2012 to January 28, 2012 79,439 $ 36.11 79,439 705,642
January 29, 2012 to March 3, 2012 501,336 2$ 37.80 497,650 207,992
March 4, 2012 to March 31, 2012 574,379 3$ 37.25 574,379 633,613
Table of Contents