UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
|
(X)
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the
fiscal year ended April 2, 2005
OR
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(
)
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the
transition period from __________ to ___________
Commission
file number 001-12696
A.
Full
title of the plan and the address of the plan, if different from that of the
issuer named below:
PLANTRONICS,
INC. 401(k) PLAN
B.
Name
of issuer of the securities held pursuant to the plan and the address of its
principal executive office:
PLANTRONICS,
INC.
345
Encinal Street
Santa
Cruz, California 95060
SIGNATURE
The
Plan.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Administrator
has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Plantronics,
Inc. 401(k) Plan
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||
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Date:
September 29, 2005
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By
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/s/
Richard R. Pickard
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Richard
R. Pickard
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Vice
President, Legal and
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General
Counsel
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Plantronics,
Inc. on behalf of the
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Plan
Administrator of the
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||
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Plantronics,
Inc. 401(k) Plan
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401(k)
PLAN
Financial
Statements and Supplemental Schedule
April
2, 2005 and April 3, 2004
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Table
of Contents
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Page
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3
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Financial
Statements:
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4
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5
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6
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11
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12
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Other
schedules required by 29 CFR2520.103-10 of the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under ERISA have been omitted because
they are not applicable.
REPORT
OF INDEPENDENT REGISTERED PUBLLIC ACCOUNTING FIRM
To
the Participants and
Plan
Administrator of the
Plantronics,
Inc.
401(k)
Plan
We
have
audited the financial statements of the Plantronics, Inc 401(k) Plan (the Plan)
as of April 2, 2005 and April 3, 2004, and for the years then ended, as listed
in the accompanying table of contents. These financial statements are the
responsibility of the Plan’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the Plan’s management, as well
as evaluating the overall financial statement presentation. We believe that
our
audits provide a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
April
2, 2005 and April 3, 2004, and the changes in net assets available for benefits
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule, as listed
in
the accompanying table of contents, is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is
required by the Department of Labor’s Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan’s management. The
supplemental schedule has been subjected to the auditing procedures applied
in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/
Mohler, Nixon & Williams
MOHLER,
NIXON & WILLIAMS
Accountancy
Corporation
Campbell,
California
August
30, 2005
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PLANTRONICS,
INC.
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|||||||
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401(k)
PLAN
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|||||||
| STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS | |||||||
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April
2,
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April
3,
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2005
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2004
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Assets:
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|||||||
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Investments,
at fair value
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$
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50,899,870
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$
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45,570,747
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|||
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Investments,
at contract value
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16,944,888
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16,491,795
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|||||
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Participant
loans
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1,491,956
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1,370,112
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|||||
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Net
assets available for benefits
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$
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69,336,714
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$
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63,432,654
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See
notes
to financial statements
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PLANTRONICS,
INC.
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|||||||
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401(k)
PLAN
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|||||||
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Fiscal
Years Ended
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||||
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April
2,
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April
3,
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2005
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2004
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Additions
to net assets attributed to:
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|||||||
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Investment
income:
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|||||||
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Dividends
and interest
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$
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648,072
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$
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636,234
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Net
realized and unrealized appreciation
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|||||||
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in
fair value of investments
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985,812
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16,966,496
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|||||
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1,633,884
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17,602,730
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||||||
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Contributions:
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|||||||
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Participants'
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4,622,392
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3,641,902
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|||||
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Employer's
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2,728,211
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2,594,463
|
|||||
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7,350,603
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6,236,365
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||||||
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Total
Additions
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8,984,487
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23,839,095
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|||||
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Deductions
from net assets attributed to
|
|||||||
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withdrawals,
distributions, and administrative expenses
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3,080,427
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2,472,382
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|||||
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Total
deductions
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3,080,427
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2,472,382
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|||||
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Net
increase in net assets
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5,904,060
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21,366,713
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|||||
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Net
assets available for benefits:
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|||||||
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Beginning
of year
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63,432,654
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42,065,941
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|||||
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End
of year
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$
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69,336,714
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$
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63,432,654
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|||
See
notes
to financial statements
PLANTRONICS,
INC.
401(k)
PLAN
APRIL
2, 2005 AND APRIL 3, 2004
NOTE
1 - THE PLAN AND ITS SIGNIFICANT ACCOUNTING POLICIES
General
- The
following description of the Plantronics, Inc. 401(k) Plan (the Plan) provides
only general information. Participants should refer to the Plan document for
a
more complete description of the Plan’s provisions.
The
Plan
is a defined contribution plan that was established in 1968 by Plantronics,
Inc.
(the Company) to provide benefits to eligible employees, as defined in the
Plan
document. The Plan administrator believes that the Plan is currently designed
and operated in compliance with the applicable requirements of the Internal
Revenue Code, as amended, and the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended.
Administration
-
The
Company has appointed an Investment Committee (the Committee) to manage the
operation and administration of the Plan. The Company has contracted with
Massachusetts Mutual Life Insurance Company (MassMutual) to act as the custodian
and to process and maintain the records of participant data and with Investors
Bank and Trust Company (IBT) to act as the Plan trustee. Substantially
all
expenses incurred for administering the Plan are paid by the
Company.
Estimates
- The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
Basis
of accounting - The
financial statements of the Plan are prepared on the accrual method of
accounting in accordance with accounting principles generally accepted in the
United States of America.
Forfeited
accounts - Forfeited
nonvested accounts will be used to reduce future employer contributions, pay
administrative expenses under the Plan, or restore accounts previously
forfeited.
Investments
- At
April
2, 2005 and April 3, 2004, investments of the Plan were held by MassMutual
and
invested based solely upon instructions received from participants.
The
Plan’s investments in Company common stock, mutual funds and pooled separate
accounts are valued at fair value as of the last day of the Plan year, as
measured by quoted market prices or as reported by MassMutual. Participant
loans
are valued at cost, which approximates fair value.
The
Plan’s SF Guaranteed Fund with MassMutual is fully-benefit responsive and,
therefore, has been reported in the financial statements at contract value.
The
contract value of the Plan’s SF Guaranteed Fund approximates its fair value
at April 2, 2005 and April 3, 2004.
The
crediting interest rate on the SF Guaranteed Fund was 3% at both April 2, 2005
and April 3, 2004. The average yield on the SF Guaranteed Fund was 3% and 3.3%
for the years ended April 2, 2005 and April 3, 2004, respectively.
Income
taxes - The
Plan
has been amended since receiving its latest favorable determination letter
dated
November 4, 2002. The Company believes that the Plan is operated in accordance
with, and qualifies under, the applicable requirements of the Internal Revenue
Code and related state statutes, and that the trust, which forms a part of
the
Plan, is exempt from federal income and state franchise taxes.
Plan
year - The
Plan
year is the 52- or 53-week period ending on the Saturday closest to March 31
of
each year. Accordingly, the Plan’s two most recent fiscal years ended on April
2, 2005 and April 3, 2004.
Risks
and uncertainties - The
Plan
provides for various investment options in any combination of investment
securities offered by the Plan, including Company common stock. Investment
securities are exposed to various risks, such as interest rate, market
fluctuations and credit risks. Due to the risk associated with certain
investment securities, it is at least reasonably possible that changes in market
values, interest rates or other factors in the near term could materially affect
participants’ account balances and the amounts reported in the statements of net
assets available for benefits and the statements of changes in net assets
available for benefits.
NOTE
2 - RELATED PARTY TRANSACTIONS
Certain
Plan investments are managed by MassMutual. Any purchases and sales of these
investments are performed in the open market at fair value. Such transactions,
while considered party-in-interest transactions under ERISA regulations, are
permitted under the provisions of the Plan and are specifically exempt from
the
prohibition of party-in-interest transactions under ERISA.
In addition, the Plan holds shares of Company common stock, which also qualify
as a party-in-interest investment. The Company common stock is trusteed by
IBT.
NOTE
3 - PARTICIPATION AND BENEFITS
Participant
contributions - Participants
may elect to have the Company contribute their eligible pre-tax compensation
up
to the amount allowable under the Plan document and current income tax
regulations.
Participants who elect to have the Company contribute a portion of their
compensation to the Plan agree to accept an equivalent reduction in taxable
compensation. Contributions withheld are invested in accordance with the
participant’s direction. The Plan has been amended in accordance with EGTRRA to
allow eligible participants to make a catch-up contribution, up to the maximum
allowed under current income tax regulations.
Participants
are also allowed to make rollover contributions of amounts received from other
tax-qualified employer-sponsored retirement plans. Such contributions are
deposited in the appropriate investment funds in accordance with the
participant’s direction and the Plan’s provisions.
Employer
contributions - The
Company makes safe harbor matching contributions as defined in the Plan and
as
approved by the Board of Directors. In fiscal years 2005 and 2004, the
Company matched $.50 for each $1.00 contributed by a participant, up to a
maximum of 6% of the participant’s eligible compensation.
The
Company also makes safe harbor non-elective contributions as defined in the
Plan
and as approved by the Board of Directors. In fiscal years 2005 and 2004, the
Company made a contribution equal to 3% of the participant’s eligible
compensation. In addition, the Plan also allows for employer matching
contributions and employer discretionary contributions; however, no such
contributions have been made for the years ended April 2, 2005 and April 3,
2004.
Vesting
- Participants
are immediately vested in their contributions, the safe harbor matching and
non-elective contributions, and the employer matching contributions.
Participants are fully vested in the employer’s discretionary contributions, if
any, allocated to their account after two years of credited
service.
Participant
accounts - Each
participant’s account is credited with the participant’s contribution, Plan
earnings or losses and an allocation of the Company’s contributions. Allocation
of the Company’s contributions is based on eligible participant contributions or
compensation, as defined in the Plan.
Payment
of benefits - Upon
retirement, death, or termination, the participants or beneficiaries may elect
to leave their account balance in the Plan, or receive their total vested
benefits in a lump sum amount or in annual cash installments,
as defined in the Plan. The Plan provides for the automatic lump sum
distribution of participant vested account balances that do not exceed $5,000.
However, effective March 28, 2005, for vested account balances that
do not
exceed $5,000 but that are more than $1,000, the Plan provides for an automatic
rollover of the vested account balance to an individual retirement plan, unless
the participant elects a direct rollover to an eligible retirement plan or
elects to receive a taxable distribution.
Loans to participants - The Plan allows participants to borrow up to the lesser of $50,000 or 50% of their vested account balance. The loans are secured by the participant’s vested balance. Such loans bear interest at the available market financing rates and must be repaid to the Plan within a five-year period, unless the loan is used for the purchase of a principal residence in which case the maximum repayment period may be longer. The specific terms and conditions of such loans are established by the Committee. Outstanding loans at April 2, 2005 carry interest rates ranging from 5.0% to 11.5%.
NOTE
4 - INVESTMENTS
The
number of shares of Plantronics, Inc. common stock in the Plantronics Stock
Fund
(the Fund) was 266,577 as of April 2, 2005 and 250,587 as of April 3, 2004.
The
Fund is largely composed of Plantronics, Inc. common stock purchased on the
open
market with a fair value of approximately $10,059,000 and $9,320,000 at April
2,
2005 and April 3, 2004, respectively. In addition, the Fund includes
approximately $20 invested in non-interest bearing cash with IBT at April 3,
2004. The Fund assigns units of participation to those participants with account
balances in the Fund. The total number of units in the Fund was 407,528 and
382,438 at April 2, 2005 and April 3, 2004, respectively, and the net unit
value
was $24.68 and $24.37 at April 2, 2005 and April 3, 2004,
respectively.
The
following table presents the fair or contract values of investments and
investment funds. The funds exceeding 5% or more of the Plan’s net assets are
presented separately.
|
|
April
2,
|
|
|
April
3,
|
|
||
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|
|
|
2005
|
|
|
2004
|
|
|
|
|||||||
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SF
Guaranteed Fund
|
$
|
16,944,888
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$
|
16,491,795
|
|||
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Fidelity
Contrafund
|
4,507,190
|
3,336,400
|
|||||
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Fidelity
Equity Income II Fund
|
5,888,585
|
5,451,233
|
|||||
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Fidelity
Magellan Fund
|
7,688,315
|
8,307,809
|
|||||
|
Select
Small Company Growth Fund
|
2,416,743
|
3,676,887
|
|||||
|
OFI
Premier Global
|
3,901,798
|
3,111,505
|
|||||
|
Plantronics,
Inc. Common Stock
|
10,058,915
|
9,320,010
|
|||||
|
Other
funds individually less than 5% of net assets
|
17,930,280
|
13,737,015
|
|||||
|
Assets
held for investment purposes
|
$
|
69,336,714
|
$
|
63,432,654
|
|||
The
Plan's investments (including gains and losses on investments bought and sold,
as well as held during the year) appreciated in value as follows:
|
|
|
|
Fiscal
Years Ended
|
|
|||
|
|
|
|
April
2,
|
|
|
April
3,
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
Company
common stock
|
$
|
135,029
|
$
|
8,457,377
|
|||
|
Mutual
funds
|
179,933
|
532,248
|
|||||
|
Pooled
separate accounts
|
670,850
|
7,976,871
|
|||||
|
$
|
985,812
|
$
|
16,966,496
|
||||
NOTE
5 - PLAN TERMINATION OR MODIFICATION
The
Company intends to continue the Plan indefinitely for the benefit of its
participants; however, it reserves the right to terminate or modify the Plan
at
any time by resolution of its Board of Directors and subject to the provisions
of ERISA. In the event the Plan is terminated in the future, participants would
become fully vested in their accounts.
|
PLANTRONICS,
INC.
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EIN:
77-0207692
|
||||
|
401(k)
PLAN
|
PLAN
#002
|
||||
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SCHEDULE
H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF
YEAR)
|
|||||
|
April
2, 2005
|
|||||
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Description
of investment
including
|
|||
|
|
maturity
date, rate of interest,
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Current
|
|
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Identity of
issue,
borrower, lessor
or similar party
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collateral,
par or maturity value
|
value
|
|
||
|
Massachusetts
Mutual Life Insurance Company:
|
|||||
|
* SF
Guaranteed Fund
|
Guaranteed
Investment Contract
|
$ |
16,944,888
|
||
|
* Fidelity
Contrafund
|
Pooled
Separate Account
|
4,507,190
|
|||
|
* Fidelity
Equity Income II Fund
|
Pooled
Separate Account
|
5,888,585
|
|||
|
* Fidelity
Magellan Fund
|
Pooled
Separate Account
|
7,688,315
|
|||
|
* Select Midcap
Growth II Fund
|
Pooled
Separate Account
|
1,418,514
|
|||
|
* Select Indexed
Equity Fund
|
Pooled
Separate Account
|
2,557,461
|
|||
|
* Select Small
Company Growth Fund
|
Pooled
Separate Account
|
2,416,743
|
|||
|
* Premier Small
Cap Value Fund
|
Pooled
Separate Account
|
1,915,582
|
|||
|
* Select Focused
Value Fund
|
Pooled
Separate Account
|
1,788,912
|
|||
|
* Select Overseas
Fund
|
Pooled
Separate Account
|
1,168,063
|
|||
|
* Select Growth
Equity Fund
|
Pooled
Separate Account
|
825,951
|
|||
|
*
American Century Ultra Fund
|
Pooled
Separate Account
|
3,084,253
|
|||
|
* OFI Premier Global
|
Pooled
Separate Account
|
3,901,798
|
|||
|
*
PIMCO Total Return
|
Pooled
Separate Account
|
477,718
|
|||
|
Fidelity
Puritan Fund
|
Mutual
Fund
|
1,825,921
|
|||
|
Phoenix-Duff
& Phelps Real Estate Fund
|
Mutual
Fund
|
1,375,949
|
|||
|
* Plantronics, Inc
|
Common
Stock
|
10,058,915
|
|||
|
* Participant
loans
|
Interest
rates ranging from 5.0% to 11.5%
|
1,491,956
|
|||
|
Total
|
$
|
69,336,714
|
|||
|
* Party-in-interest
|
Exhibit
Number Description
|
23.1
|
Consent
of Mohler, Nixon & Williams Accountancy Corporation, Independent
Registered Public Accounting Firm
|
-12-