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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Plantronics Inc | NYSE:PLT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 31.87 | 0 | 01:00:00 |
Delaware
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1-12696
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77-0207692
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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345 Encinal Street
Santa Cruz, California 95060
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(Address of principal executive offices)
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(831) 426-5858
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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||
Common Stock ($0.01 par value)
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POLY
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New York Stock Exchange
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☐ |
Emerging growth company
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☐
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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 13(a) of the Exchange Act.
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• |
Each vested and unvested outstanding stock option of the Company that has an exercise price per share less than the Per Share Price will be canceled and converted into the right to receive an amount in cash equal to the Per Share Price (less the exercise price per share for such stock option) multiplied by the number of shares of Company Common Stock issuable upon exercise in full of such stock option.
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• |
Each vested and unvested outstanding stock option of the Company that has an exercise price per share that is equal to or greater than the Per Share Price will be canceled without payment.
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• |
Each outstanding share of restricted stock of the Company will vest in full and be converted into the right to receive the Per Share Price.
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• |
Each outstanding restricted stock unit of the Company (a “Company RSU”) that was granted prior to the date of the Merger Agreement will be canceled and converted into the right to receive an amount in cash equal to the Per Share Price multiplied by the number of shares of the Company Common Stock subject to such Company RSU.
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• |
Each outstanding Company RSU that is subject to performance-based vesting conditions (a “Company PSU”) that was granted prior to the date of the Merger Agreement will be canceled and converted into the right to receive an amount in cash
equal to the Per Share Price multiplied by the total number of shares of Company Common Stock subject to such Company PSU; the Leadership Development and Compensation Committee of the Company Board
will calculate the number of Company PSUs that vest in connection with the Merger in accordance with the terms of the applicable Company stock plan and award agreement governing such Company PSU.
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• |
Each outstanding Company RSU that was granted on or after the date of the Merger Agreement (a “Company Interim RSU”) will be either (in the sole discretion of Parent) (i) assumed by Parent and converted into restricted stock units of
Parent (each, an “Assumed RSU”) with respect to a number of shares of common stock of Parent (the “Parent Common Stock”) that is equal to the number of shares of Company Common Stock subject to such Company Interim RSU multiplied by (a) the
Per Share Price divided by (b) the average closing price per share of Parent Common Stock on the NYSE for the ten trading-day period ending on the trading day preceding the date of the closing of the Merger, and such Assumed RSU will be
subject to the vesting schedule that is applicable to such Company Interim RSU and the other terms and conditions applicable to such Company Interim RSU as in effect immediately prior to the closing of the Merger; or (ii) canceled and
converted into the right to receive an amount in cash equal to the total number of shares of Company Common Stock subject to such Company Interim RSU immediately prior to the closing of the Merger, multiplied by the Per Share Price, with
such amount payable on the vesting schedule that is applicable to such Company Interim RSU as in effect immediately prior to the closing of the Merger and otherwise subject to the other terms and conditions applicable to such Company
Interim RSU as in effect immediately prior to the closing of the Merger.
|
• |
Each outstanding Company PSU that was granted on or after the date of the Merger Agreement (a “Company Interim PSU”) will be canceled and exchanged for a Company Interim RSU with respect to a number of shares of Company Common Stock
equal to the number of shares of the Company Common Stock subject to such Company Interim PSU with respect to target performance (on a one-for-one basis), and with the same remaining time-based vesting schedule (annual ratable vesting over
three years) that would have been applicable had the Company Interim PSU been initially granted as a Company Interim RSU, and such award will be treated as a Company Interim RSU as described above.
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• |
should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
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• |
may have been qualified in the Merger Agreement by disclosures that were made to the other party in connection with the negotiation of the Merger Agreement;
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• |
may apply contractual standards of “materiality” that are different from “materiality” under applicable securities laws; and
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• |
were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement.
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 8.01. |
Other Items.
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Item 9.01. |
Financial Statements and Exhibits.
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(d) |
Exhibits
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Exhibit No.
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Description
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Agreement and Plan of Merger, dated March 25, 2022, among HP Inc., Prism Subsidiary Corp. and Plantronics, Inc.*
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Joint Press Release of the Company and Parent, dated March 28, 2022
|
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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PLANTRONICS, INC.
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|||
Date:
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March 28, 2022
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By:
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/s/ Charles D. Boynton
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Name:
|
Charles D. Boynton
|
||
Title:
|
Executive Vice President and Chief Financial Officer
|
1 Year Plantronics Chart |
1 Month Plantronics Chart |
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