10-K/A 1 d11678a1e10vkza.htm AMENDMENT TO FORM 10-K e10vkza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A
AMENDMENT NO. 1

     
þ   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

or

     
o   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                    

Commission File Number: 0-28180

SPECTRALINK CORPORATION

(Name of Registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  84-1141188
(I.R.S. Employer
Identification Number)

5755 Central Avenue
Boulder, Colorado 80301
(303) 440-5330

(Address and telephone number of principal executive offices)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.01 par value per share
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last day of the registrant’s most recently completed second fiscal quarter, or June 30, 2003, was approximately: $93,101,882.

Indicate the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date: 18,933,071 shares of common stock, $.01 par value per share, were outstanding as of January 31, 2004.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 


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EXPLANATORY NOTE
SIGNATURES
EXHIBIT INDEX
Certification by John H. Elms - Section 302
Certification by Nancy K. Hamilton - Section 302


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EXPLANATORY NOTE

     SpectraLink Corporation is filing this Form 10-K/A solely to correct the Signature Page to its Form 10-K for the fiscal year ended December 31, 2003 that had incorrectly referred to Werner P. Schmuecking as Chairman of the Board and Director. Mr. Schmuecking is a Director.

 


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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

       
SPECTRALINK CORPORATION  
By:   /s/ JOHN H. ELMS

John H. Elms,
President and CEO
 

Date: March 11, 2004

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

         
Signatures
  Title
  Date
/s/ JOHN H. ELMS

John H. Elms
  Principal Executive Officer and Director   March 11, 2004
       
/s/ NANCY K. HAMILTON

Nancy K. Hamilton
  Principal Financial Officer and Principal Accounting Officer   March 11, 2004
       
 

Werner P. Schmuecking
  Director   March 11, 2004
       
*

Carl D. Carman
  Director   March 11, 2004
       
*

Anthony V. Carollo, Jr.
  Director   March 11, 2004
       
*

Burton J. McMurtry
  Director   March 11, 2004
       
*By:   /s/ JOHN H. ELMS

John H. Elms
Attorney-in-Fact
 

 


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EXHIBIT INDEX

     
Exhibit Number
  Description
31.1
  Certification by John H. Elms pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
   
31.2
  Certification by Nancy K. Hamilton pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*


     
 
*   Filed with the Securities and Exchange Commission with this Amendment No. 1 on Form 10-K/A.