<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10 - Q

  [X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2002

                                       or

  [ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
              For the transition period from _________ to _________

                         Commission file number 0-28180

                             SPECTRALINK CORPORATION
               (Exact name of registrant as specified in charter)

            Delaware                                            84-1141188
(State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                          Identification Number)

5755 Central Avenue, Boulder, Colorado                          80301-2848
(Address of principal executive office)                         (Zip code)

                                  303-440-5330
                           (Issuer's telephone number)

              (Former name, former address and former fiscal year,
                          if changed from last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Applicable only to corporate issuers:

As of March 31, 2002, there were 19,091,088 shares of SpectraLink Corporation's
Common Stock - par value $.01.


<PAGE>

                     SPECTRALINK CORPORATION AND SUBSIDIARY
                                      INDEX

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
Part I            Financial Information


       Item 1     Condensed Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets at
                  March 31, 2002 and December 31, 2001 (Unaudited)                                       3

                  Condensed Consolidated Statements of Income for the
                  Three Months Ended March 31, 2002 and 2001 (Unaudited)                                 4

                  Condensed Consolidated Statements of Cash Flows for the
                  Three Months Ended March 31, 2002 and 2001 (Unaudited)                                 5

                  Notes to Condensed Consolidated Financial Statements (Unaudited)                       6

       Item 2     Management's Discussion and Analysis of Financial Condition and
                  Results of Operations                                                                  8

       Item 3     Quantitative and Qualitative Disclosures about Market Risk                            13

Part II           Other Information

       Item 1     Legal Proceedings                                                                     18

       Item 6     Exhibits and Reports on Form 8-K

                  (a) Exhibits
                        None

                  (b) Form 8-K                                                                          19
</TABLE>


                                       2
<PAGE>

                     SPECTRALINK CORPORATION AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
                                     ASSETS

<TABLE>
<CAPTION>
                                                                                               March 31,          December 31,
                                                                                                 2002                 2001
                                                                                              ----------          ------------
<S>                                                                                           <C>                 <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                                 $   37,450           $   37,242
    Short-term investments in marketable securities                                                1,001                1,004
    Trade accounts receivable, net of allowance of $349 and $364, respectively                    11,356               12,820
    Income taxes receivable                                                                        2,181                2,579
    Inventory, net of allowance of $511 and $410, respectively                                     7,715                8,073
    Deferred income taxes-current portion                                                          1,548                1,548
    Other                                                                                            705                  520
                                                                                              ----------           ----------
         Total current assets                                                                     61,956               63,786

PROPERTY AND EQUIPMENT, at cost:
   Furniture and fixtures                                                                          1,576                1,575
   Equipment                                                                                       6,334                6,290
   Leasehold improvements                                                                            860                  856
                                                                                              ----------           ----------
                                                                                                   8,770                8,721
   Less - accumulated depreciation                                                                (6,786)              (6,503)
                                                                                              ----------           ----------
        Net property and equipment                                                                 1,984                2,218
DEFERRED INCOME TAXES - NON CURRENT                                                                  201                  201
OTHER                                                                                                243                  233
                                                                                              ----------           ----------
         TOTAL ASSETS                                                                         $   64,384           $   66,438
                                                                                              ==========           ==========

                                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                                           $      736           $    1,009
   Accrued payroll, commissions and employee benefits                                              1,953                2,371
   Accrued sales, use and property taxes                                                             256                  345
   Accrued warranty expenses                                                                         248                  278
   Other accrued expenses                                                                            791                  618
   Deferred revenue                                                                                4,125                3,868
                                                                                              ----------           ----------
        Total current liabilities                                                                  8,109                8,489
LONG-TERM LIABILITIES                                                                                223                  231
                                                                                              ----------           ----------
         TOTAL LIABILITIES                                                                         8,332                8,720
                                                                                              ----------           ----------

STOCKHOLDERS' EQUITY:
   Preferred stock, 5,000 shares authorized, none issued and outstanding                              --                   --
   Common stock, $0.01 par value, 50,000 shares authorized, 21,978 and 21,754 shares
        issued, respectively, and 19,091 and 19,228 shares outstanding, respectively                 219                  218
   Additional paid-in capital                                                                     62,998               62,120
   Retained earnings                                                                              13,912               12,997
   Treasury stock, 2,887 shares and 2,526 shares, respectively, at cost                          (21,077)             (17,617)
                                                                                              ----------           ----------
        TOTAL STOCKHOLDERS' EQUITY                                                                56,052               57,718
                                                                                              ----------           ----------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                            $   64,384           $   66,438
                                                                                              ==========           ==========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these consolidated balance sheets.


                                       3
<PAGE>

                     SPECTRALINK CORPORATION AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                 Three Months Ended
                                                                                                     March 31,
                                                                                            ----------------------------
                                                                                               2002               2001
                                                                                            ---------          ---------
         <S>                                                                                <C>                <C>
         SALES:
                Product Sales, net                                                          $  11,263          $  11,694
                Service Sales                                                                   2,598              2,369
                                                                                            ---------          ---------
                     Net Sales                                                                 13,861             14,063
                                                                                            ---------          ---------

         COST OF SALES:
               Cost of Product Sales                                                            3,524              3,185
               Cost of Service Sales                                                            1,298              1,310
                                                                                            ---------          ---------
                    Total Cost of Sales                                                         4,822              4,495
                                                                                            ---------          ---------

                         Gross Profit                                                           9,039              9,568

         OPERATING EXPENSES:
               Research and Development                                                         1,522              1,275
               Marketing and Selling                                                            5,251              5,151
               General and Administrative                                                         933                805
                                                                                            ---------          ---------

                    Total Operating Expenses                                                    7,706              7,231
                                                                                            ---------          ---------

         INCOME FROM OPERATIONS                                                                 1,333              2,337
         INVESTMENT INCOME AND OTHER, net                                                         143                441
                                                                                            ---------          ---------
         INCOME BEFORE INCOME TAXES                                                             1,476              2,778
         INCOME TAX EXPENSE                                                                       561              1,041
                                                                                            ---------          ---------

         NET INCOME                                                                         $     915          $   1,737
                                                                                            =========          =========

         BASIC EARNINGS PER SHARE (Note 3)                                                  $    0.05          $    0.09
                                                                                            =========          =========

         BASIC WEIGHTED AVERAGE SHARES OUTSTANDING                                             19,190             19,080
                                                                                            =========          =========

         DILUTED EARNINGS PER SHARE (Note 3)                                                $    0.05          $    0.09
                                                                                            =========          =========

         DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING                                           19,600             20,050
                                                                                            =========          =========
         </TABLE>


The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.


                                       4
<PAGE>

                     SPECTRALINK CORPORATION AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                    Three Months Ended
                                                                                                        March 31,
                                                                                              -----------------------------
                                                                                                 2002                2001
                                                                                              ---------           ---------
<S>                                                                                           <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                                 $     915           $   1,737
   Adjustments to reconcile net income to net cash provided by
     operating activities:
      Depreciation and amortization                                                                 283                 253
      Income tax benefit from the exercise of stock options                                         136                 349
      Provision for bad debts                                                                        69                   9
      Provision for excess and obsolete inventory                                                   101                  76
      Amortization of premium (discount) on investments in marketable securities                      3                 (25)
   Changes in assets and liabilities -
       Decrease (increase) in trade accounts receivable                                           1,395              (1,475)
       Decrease (increase) in inventory                                                             257                (451)
       Decrease in other assets                                                                     203                  10
       Decrease in accounts payable                                                                (273)               (119)
       Decrease in accrued liabilities, income taxes payable and deferred revenue                  (115)               (145)
                                                                                              ---------           ---------
            Net cash provided by operating activities                                             2,974                 219
                                                                                              ---------           ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                                              (49)               (401)
   Purchases of investments in marketable securities                                                 --              (3,484)
   Maturity of investments in marketable securities                                                  --               5,000
                                                                                              ---------           ---------
          Net cash (used in) provided by investing activities                                       (49)              1,115
                                                                                              ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from exercises of common stock options                                                  743                 456
   Purchases of treasury stock                                                                   (3,460)             (1,749)
                                                                                              ---------           ---------
          Net cash used in financing activities                                                  (2,717)             (1,293)
                                                                                              ---------           ---------

INCREASE IN CASH AND CASH EQUIVALENTS                                                               208                  41
CASH AND CASH EQUIVALENTS, beginning of period                                                   37,242              20,793
                                                                                              ---------           ---------
CASH AND CASH EQUIVALENTS, end of period                                                      $  37,450           $  20,834
                                                                                              =========           =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for income taxes                                                                 $      28           $     198
                                                                                              =========           =========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.


                                       5
<PAGE>

                     SPECTRALINK CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)

1.       BASIS OF PRESENTATION

         The accompanying condensed consolidated financial statements as of
March 31, 2002 and December 31, 2001, and for the three months ended March 31,
2002 and 2001, have been prepared from the books and records of SpectraLink
Corporation and SpectraLink International Corporation (together "SpectraLink")
and are unaudited. In management's opinion, these financial statements include
all adjustments, consisting only of normal recurring adjustments, necessary to
fairly present SpectraLink's financial position, results of operations and cash
flows for the periods presented. The results of operations for the period ended
March 31, 2002, are not necessarily indicative of the results to be expected for
any subsequent quarter or for the entire fiscal year ending December 31, 2002.

         The financial statements should be read in conjunction with the audited
financial statements and notes thereto as of and for the year ended December 31,
2001, which are included in SpectraLink's Annual Report on Form 10-K. The
accounting policies utilized in the preparation of the financial statements
herein presented are the same as set forth in SpectraLink's annual financial
statements.

         Reclassifications

Certain prior year balances have been reclassified to conform to the current
year presentation.

2.       INVENTORY

         Inventory includes the cost of raw materials, direct labor and
manufacturing overhead, and is stated at the lower of cost (first-in, first-out)
or market. Inventory as of March 31, 2002 and December 31, 2001, consisted of
the following:

<TABLE>
<CAPTION>
                                              March 31,           December 31,
                                                2002                   2001
                                              --------            ------------
                                                     (In Thousands)
         <S>                                  <C>                   <C>
         Raw materials                        $  2,859              $  3,621
         Work in progress                           --                    16
         Finished goods                          4,856                 4,436
                                              --------              --------
                                              $  7,715              $  8,073
                                              ========              ========
</TABLE>

The reserve for inventory was $511,000 and $410,000 as of March 31, 2002 and
December 31, 2001, respectively.


                                       6
<PAGE>

3.       EARNINGS PER SHARE

         Basic earnings per share is computed by dividing the net income by the
weighted average number of shares of common stock outstanding for the period.
Diluted earnings per share is determined by dividing the net income by the sum
of the weighted average number of common shares outstanding and if not
anti-dilutive, the effect of outstanding stock options and/or other common stock
equivalents determined utilizing the treasury stock method. Potentially dilutive
common stock options excluded from the calculation of dilutive income per share
because they were anti-dilutive, totaled 418,986 and 173,279 for the three
months ended March 31, 2002 and 2001, respectively. A reconciliation of the
numerators and denominators used in computing earnings per share is as follows:

                          Three months ended March 31,
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                               2002                                    2001
                                                 ---------------------------------      ----------------------------------
                                                 Income       Shares     Per Share       Income       Shares     Per Share
                                                 ------       ------     ---------      -------       ------     ---------
<S>                                              <C>          <C>        <C>            <C>           <C>        <C>
Basic EPS--                                       $ 915       19,190       $ 0.05       $ 1,737       19,080       $ 0.09
Effect of dilutive securities:
  Stock purchase plan                                --           11           --            --           11           --
  Stock options outstanding                          --          399           --            --          959           --
                                                  -----       ------       ------       -------       ------       ------
Diluted EPS--                                     $ 915       19,600       $ 0.05       $ 1,737       20,050       $ 0.09
                                                  =====       ======       ======       =======       ======       ======
</TABLE>

4.       STOCKHOLDERS' EQUITY

         In the first quarter of 2002, SpectraLink repurchased 361,000 shares of
outstanding common stock (now classified as treasury stock) at a cost of
$3,460,000, and during the first quarter of 2001, 187,500 shares were
repurchased at a cost of $1,749,000.

5.       LEGAL PROCEEDINGS

         SpectraLink and its officers and directors have been named as
defendants in four lawsuits filed between February 7, 2002 and February 21,
2002, three of which have been filed in the United States District Court for the
District of Colorado and one of which has been filed in the Colorado District
Court for the City and County of Denver. The cases are designated as follows:
Wilmer Kerns, Individually And On Behalf of All Others Similarly Situated,
Plaintiff, vs. SpectraLink Corporation, Bruce Holland and Nancy K. Hamilton,
Defendants (United States District Court Civil Action Number 02-D-0263) (the
"Kerns Action"); Danilo Martin Molieri, Individually and On Behalf of All Others
Similarly Situated, Plaintiff, v. SpectraLink Corporation, Bruce Holland and
Nancy K. Hamilton, Defendants (United States District Court Civil Action Number
02-D-0315) (the "Molieri Action"); Evie Elennis, derivatively on behalf of
SpectraLink Corporation, Plaintiff(s), v. Bruce M. Holland, Anthony V. Carollo,
Jr., Gary L. Bliss, Michael P. Cronin, Nancy K. Hamilton and John H. Elms,
Defendant(s), and SpectraLink Corporation, Nominal Defendant (United States
District Court Civil Action Number 02-D-0345) (the "Federal Derivative Action");
and Roger Humphreys, Derivatively on Behalf of Nominal Defendant SpectraLink
Corporation, Plaintiff, v. Carl D. Carman, Anthony V. Carollo, Jr., Bruce M.
Holland, Burton J. McMurtry, Gary L. Bliss, Michael P. Cronin, John H. Elms, and
Nancy K. Hamilton, Defendants (Colorado District Court Case. No. 02CV1687) (the
"State Derivative Action"). In the Kerns and Molieri Actions, plaintiffs, who
purport to be purchasers or holders of SpectraLink common stock, seek to assert
claims on behalf of a class of persons who purchased securities in SpectraLink
between July 19, 2001 and January 11, 2002. The plaintiffs in the Federal and
State Derviative Actions purport to bring their claims derivatively on behalf of
SpectraLink.

         These cases arise out of a press release issued by SpectraLink on
January 14, 2002, announcing preliminary financial results for the fourth
quarter of 2001 and revising downward its estimates for year 2002 results of
operations. The Kerns and Molieri Actions contain essentially identical claims
alleging that SpectraLink and certain of its officers and directors violated the
United States securities laws, specifically Sections 10(b) and 20(a) and Rule
10b-5 under the Securities Exchange Act of 1934, as a result of alleged public
misstatements and omissions, and cite to certain insider sales of SpectraLink
stock prior to the January 14, 2002 press release. In the cases brought as
derivative actions, the plaintiffs allege that the officers and directors of
SpectraLink violated fiduciary duties owed to SpectraLink and its stockholders
under state laws by allowing and/or facilitating the issuance of these same
alleged


                                       7
<PAGE>

public misstatements and omissions, misappropriating nonpublic information for
their own benefit, making insider stock sales, wasting corporate assets, abusing
their positions of control, and mismanaging the corporation. The plaintiffs in
these derivative cases allege that SpectraLink has and will continue to suffer
injury as a result of these alleged violations of duty for which the officers
and directors should be held liable.

         The plaintiffs in the Kerns and Molieri cases have applied to the Court
to consolidate their two cases, and the defendants in those cases do not oppose
the consolidation. The plaintiffs in the two cases have also made a motion for
the appointment of two lead plaintiffs, Landon Hendricks and Derek P. Poh, and
SpectraLink has responded to the motion stating that while it disagrees with
many of the claims made in the motion, it does not oppose their appointment.

         It is possible that additional lawsuits may be filed alleging similar
claims, and that any such additional lawsuits arising out of the same operative
facts and circumstances would also be consolidated. Unless circumstances
warrant, SpectraLink does not intend to report the filing of additional lawsuits
based on the same operative facts and circumstances.

         SpectraLink believes that the lawsuits are without merit and it intends
to vigorously defend both itself and its officers and directors, with whom
SpectraLink shares common interests and defenses. However, no assurance can be
given that SpectraLink will be successful in defending the claims being asserted
in these suits. If SpectraLink is not successful in its defense of these suits,
it could be required to make significant payments to its stockholders and/or
their lawyers, which could have a material adverse effect on SpectraLink's
business, financial condition and results of operations. In addition, the
litigation could result in substantial costs and divert management's attention
and resources. In the particular case of the Federal and State Derivative
Actions, a finding of liability on the part of all or some of the defendant
officers and directors could ultimately result in the interests of SpectraLink
becoming adverse to those officers and directors. In either case, SpectraLink's
business could be adversely affected, even if the plaintiffs are ultimately not
successful in the prosecution of their claims against SpectraLink and/or its
officers and directors.

         SpectraLink is not presently a party to any other material pending
legal proceedings of which it is aware.

                                 PART I - ITEM 2
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                     SPECTRALINK CORPORATION AND SUBSIDIARY

         This Form 10-Q contains forward-looking statements within the context
of section 21E of the Securities Exchange Act of 1934, as amended. Each and
every forward-looking statement involves a number of risks and uncertainties
which are either described in this report or in those risk factors specifically
delineated and described in Part 2 Item 7 of SpectraLink's Annual Report on Form
10-K for the fiscal year ended December 31, 2001, which was filed with the U.S.
Securities and Exchange Commission on March 25, 2002 ("2001 Form 10-K"). The
actual results that SpectraLink achieves may differ materially from those
described in any forward-looking statement due to such risks and uncertainties.
SpectraLink has identified by * BOLD FACE * various sentences within this Form
10-Q which are believed to contain forward-looking statements. Additionally,
words such as "believes", "anticipates", "expects", "intends", "could", "might",
and similar expressions are intended to identify forward-looking statements, but
are not the exclusive means of identifying such statements. SpectraLink
undertakes no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may arise after the date of this report.

BUSINESS DESCRIPTION

         SpectraLink commenced operations in April 1990 to design, manufacture
and sell workplace wireless telephone systems which complement existing
telephone systems by providing mobile communications in a building or campus
environment. SpectraLink Wireless Telephone Systems increase the efficiency of
employees by enabling them to remain in telephone contact while moving
throughout the workplace. SpectraLink's primary sales efforts are currently
focused on home improvement, grocery stores and other retail store chains,
hospitals, nursing homes, distribution centers, manufacturing and service
facilities, corporate offices and education facilities. SpectraLink sells its
systems in the United States, Canada, Europe and Asia/Pacific through its direct
sales force, telecommunications equipment distributors, and certain specialty
dealers. Effective December 23, 1999, SpectraLink incorporated SpectraLink
International Corporation in Delaware, as a wholly owned subsidiary of
SpectraLink.


                                       8
<PAGE>

         Since inception, SpectraLink has expended considerable effort and
resources developing its wireless telephone systems, building its direct and
indirect channels of distribution, and managing the effects of rapid growth.
This rapid growth has required SpectraLink to significantly increase the scale
of its operations, including the hiring of additional personnel in all
functional areas, and has resulted in significantly higher operating expenses.
SPECTRALINK ANTICIPATES THAT ITS OPERATING EXPENSES WILL CONTINUE TO INCREASE.
EXPANSION OF SPECTRALINK'S OPERATIONS MAY CAUSE A SIGNIFICANT STRAIN ON
SPECTRALINK'S MANAGEMENT, FINANCIAL AND OTHER RESOURCES. THE INABILITY OF
SPECTRALINK TO MANAGE ADDITIONAL GROWTH, SHOULD IT OCCUR, COULD HAVE A MATERIAL
ADVERSE EFFECT ON SPECTRALINK'S BUSINESS, FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         SpectraLink has identified the most critical accounting principles upon
which its financial status depends in response to the SEC's Release No. 33-8040,
"Cautionary Advice Regarding Disclosure About Critical Accounting Policies".
SpectraLink determined the critical accounting principles by considering
accounting policies that involve the most complex or subjective decisions or
assessments. Below is a summary of SpectraLink's most critical accounting
policies. This discussion and analysis should be read in conjunction with
SpectraLink's consolidated financial statements and related notes included in
SpectraLink's Annual Report on Form 10-K.

         SpectraLink's discussion and analysis of its financial condition and
results of operations are based upon SpectraLink's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires SpectraLink to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. SpectraLink evaluates its
estimates, on an on-going basis, including those related to product returns, bad
debts, inventories, income taxes, warranty obligations, contingencies and
litigation. SpectraLink bases estimates on historical experience and on various
other assumptions that it believes to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.

         SpectraLink believes the following critical accounting policies affect
its more significant judgments and estimates used in the preparation of its
consolidated financial statements:

         -        SpectraLink's revenue recognition policy is significant
                  because SpectraLink's revenue is a key component of its
                  results of operations. SpectraLink follows very specific and
                  detailed guidelines in measuring revenue and determining the
                  periods that the related revenue should be recorded; however,
                  certain judgments affect the application of SpectraLink's
                  revenue policy. Revenue results are difficult to predict, and
                  any shortfall in revenue or delay in recognizing revenue could
                  cause SpectraLink's operating results to vary significantly
                  from quarter to quarter and could result in operating losses.

         -        SpectraLink maintains allowances for doubtful accounts for
                  estimated losses resulting from the inability of its customers
                  to make required payments. Additional allowances may be
                  required if the financial condition of SpectraLink's customers
                  were to deteriorate, resulting in an impairment of their
                  ability to make payments.

         -        SpectraLink provides for the estimated cost of product
                  warranties at the time revenue is recognized. SpectraLink
                  engages in extensive product quality programs and processes,
                  including actively monitoring and evaluating the quality of
                  its component suppliers. Product failure rates, material usage
                  and service delivery costs incurred in correcting a product
                  failure affect SpectraLink's warranty obligation. Revisions to
                  the estimated warranty liability would be required should
                  actual product failure rates, material usage or service
                  delivery costs differ from SpectraLink's estimates.

         -        SpectraLink writes down its inventory for estimated
                  obsolescence or unmarketable inventory equal to the difference
                  between the cost of inventory and the estimated market value
                  based upon assumptions about future demand and market
                  conditions. Additional inventory write-downs may be required
                  if actual market conditions are less favorable than those
                  projected by management.

         -        SpectraLink may record a valuation allowance to reduce its
                  deferred tax assets to an amount that is estimated to be more
                  likely than not that such amounts will not be realized.
                  SpectraLink considers future taxable income and ongoing
                  prudent and feasible tax planning strategies in assessing the
                  need for a valuation allowance.


                                       9
<PAGE>

RESULTS OF OPERATIONS

         The following table sets forth unaudited results of operations for the
three month periods ended March 31, 2002 and 2001, as a percentage of net sales
in each of these periods. This data has been derived from unaudited consolidated
financial statements.

<TABLE>
<CAPTION>
                                                                                              THREE MONTHS ENDED
                                                                                                   MARCH 31,
                                                                                             --------------------
                                                                                             2002            2001
                                                                                             ----            ----
         <S>                                                                                <C>             <C>
         Product Sales, net                                                                  81.3%           83.2%

         Service Sales                                                                       18.7%           16.8%

             Net Sales                                                                      100.0%          100.0%

         Cost of Product Sales                                                               25.4%           22.7%

         Cost of Service Sales                                                                9.4%            9.3%

            Total Cost of Sales                                                              34.8%           32.0%

         Gross Profit                                                                        65.2%           68.0%

         Operating Expenses:

            Research and Development                                                         11.0%            9.1%

            Marketing and Selling                                                            37.9%           36.6%

            General and Administrative                                                        6.7%            5.7%

         Total Operating Expenses                                                            55.6%           51.4%

         Income from Operations                                                               9.6%           16.6%

         Investment Income and Other, net                                                     1.0%            3.1%

         Income Before Income Taxes                                                          10.6%           19.7%

         Income Tax Expense                                                                   4.0%            7.4%

         Net Income                                                                           6.6%           12.3%
</TABLE>


                                       10
<PAGE>

                     SPECTRALINK CORPORATION AND SUBSIDIARY
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001

Product Sales, net. SpectraLink derives its product revenue principally from the
sale of wireless, on-premises telephone systems. Product sales for the three
months ended March 31, 2002, decreased by 3.7% to $11,263,000 from $11,694,000
for the same period last year. The decrease in sales was mainly due to
SpectraLink's decreasing orders from customers resulting from the weak economy.

Service Sales. SpectraLink derives its service revenue principally from the
installation and service of wireless, on-premises telephone systems. Service
sales for the three months ended March 31, 2002, increased by 9.7% to $2,598,000
from $2,369,000 for the same period last year. The increase in service sales was
mainly due to increased revenue from maintenance contracts and installations.

The customer mix shows that indirect sales remained constant, and the decrease
in the percentage of direct sales compared to the increase in the percentage of
service sales was relatively equal for the three months ended March 31, 2002 and
2001. The following table details the sales to different customer types as a
percentage of total net sales:

<TABLE>
<CAPTION>
                                                                    Customer Mix Table
                                                             (As a Percentage of Net Sales)
                                                             ------------------------------
                                                                  Three Months Ended
                                                                      March 31,
                                                             ------------------------------
                                                              2002                    2001
                                                             ------                  ------
         Customer Type:
         <S>                                                 <C>                     <C>
         Indirect Sales                                        55.3%                   55.3%
         Direct Sales                                          26.0%                   27.9%
         Service Sales                                         18.7%                   16.8%
                                                             ------                  ------
         Total Net Sales                                      100.0%                  100.0%
                                                             ======                  ======
         </TABLE>

The following table summarizes sales to major customers:

<TABLE>
<CAPTION>
                                                                  Sales to Major Customers
                                                               (As a Percentage of Net Sales)
                                                               -----------------------------
                                                                     Three Months Ended
                                                                          March 31,
                                                               -----------------------------
                                                               2002                     2001
                                                               ----                     ----
         <S>                                                   <C>                       <C>
         Customer Name:
         Customer A:                                           18.4%                     1.3%
         Customer B:                                           11.0%                     9.8%
         Customer C:                                            4.8%                    10.3%
</TABLE>

Gross Profit. SpectraLink's cost of sales consists primarily of direct material,
direct labor, service expenses, and manufacturing overhead. Gross profit
decreased by 5.5% to $9,039,000 for the three months ended March 31, 2002, from
$9,568,000 for the same period last year. For the three months ended March 31,
2002, gross profit margin (gross profit as a percentage of net sales) decreased
to 65.2% from 68.0% for the same period last year. The decrease in gross profit
margin as a percentage of net sales was mainly due to a change in SpectraLink's
product mix.


                                       11
<PAGE>

Research and Development. Research and development expenses consist primarily of
employee costs, professional services and supplies necessary to develop, enhance
and reduce the cost of SpectraLink's systems. Research and development expenses
increased by 19.4% to $1,522,000 for the three months ended March 31, 2002, from
$1,275,000 for the same period last year, representing 11.0% and 9.1%,
respectively, of net sales. SPECTRALINK EXPECTS THAT RESEARCH AND DEVELOPMENT
COSTS WILL INCREASE EACH QUARTER OF FISCAL 2002. In both periods, SpectraLink
incurred research and development costs for new product development,
improvements to existing products, and manufacturing process improvements. The
increase in research and development in dollars spent and as a percentage of net
sales, was due to an increase in headcount, which resulted from hiring
additional research and development personnel and the corresponding recruiting
costs to hire these personnel, as well as costs associated with new product
performance enhancements, and domestic and international product certifications.

Marketing and Selling. Marketing and selling expenses consist primarily of
salaries and other expenses for personnel, commissions, travel, advertising,
trade shows and market research. Sales and marketing expenses increased by 1.9%
to $5,251,000 for the three months ended March 31, 2002, from $5,151,000 for the
same period last year, representing 37.9% and 36.6%, respectively, of net sales.
The increase in dollars spent was primarily due to the continuing development of
the education and international markets as well as costs associated with
penetrating new markets. The increase in marketing and selling costs as a
percentage of net sales was a result of a decline in net sales.

General and Administrative. General and administrative expenses consist
primarily of salaries and other expenses for management, finance, accounting,
contract administration, order processing, investor relations, and human
resources, as well as legal and other professional services. General and
administrative expenses increased by 15.9% to $933,000 for the three months
ended March 31, 2002, from $805,000 for the same period last year, representing
6.7% and 5.7%, respectively, of net sales. The increase in dollars spent was
primarily a result of increasing SpectraLink's infrastructure to support future
growth, which resulted in increased salaries, and amounts spent on domestic and
international business matters. The increase in general and administrative costs
as a percentage of net sales was a result of a decline in net sales.

Investment Income and Other (Net). Investment income is the result of
SpectraLink's investments in money market, investment-grade debt securities,
government securities, and corporate bonds. Investment income and other
decreased by 67.6% to $143,000 for the three months ended March 31, 2002, from
$441,000 for the same period last year, representing 1.0% and 3.1%,
respectively, of net sales. The decrease in investment income and other was
primarily due to a decrease in interest rates in 2002.

Income Tax. SpectraLink's income tax expense was $561,000 for the three months
ended March 31, 2002, compared to $1,041,000 for the same period last year. The
decrease was primarily related to decreased sales and income from the operations
of SpectraLink.

SpectraLink's operating expenses are based in part on its expectations of future
sales, and SpectraLink's expense levels are generally determined in advance of
sales. SPECTRALINK CURRENTLY PLANS TO CONTINUE TO EXPAND CERTAIN AREAS OF ITS
BUSINESS AND INCREASE ITS OPERATING EXPENSES IN AN EFFORT TO GENERATE AND
SUPPORT ADDITIONAL FUTURE REVENUE. If sales do not materialize in a quarter as
expected, SpectraLink's results of operations for that quarter would be
adversely affected. Net income may be disproportionately affected by a reduction
of revenues because only a small portion of SpectraLink's expenses varies with
its revenue.

LIQUIDITY AND CAPITAL RESOURCES

         Since its inception, SpectraLink has funded its operations with cash
provided by operations, supplemented by equity financing and leases on capital
equipment. As of March 31, 2002, SpectraLink had $38,451,000 of cash, cash
equivalents and investments in marketable securities.

         For the three months ended March 31, 2002, SpectraLink generated cash
from operations of $2,974,000, which was a direct result of net income of
$915,000 and decreases in accounts receivable. Investing activities used cash of
$49,000 for purchases of property and equipment. SpectraLink used $2,717,000 of
cash in financing activities during the three months ended March 31, 2002, which
was a direct result of purchases of 361,000 shares of its outstanding common
stock (now classified as treasury stock) at a cost of $3,460,000. The use of
cash to repurchase common stock was offset by proceeds of $743,000 received from
stock option exercises.


                                       12
<PAGE>

         As of March 31, 2002, SpectraLink had working capital of $53,847,000
compared to $55,297,000 at December 31, 2001. The decrease in working capital
occurred primarily due to a decrease in accounts receivable. As of March 31,
2002, SpectraLink's current ratio (ratio of current assets to current
liabilities) was 7.6:1, compared with a current ratio of 7.5:1 as of December
31, 2001.

         SPECTRALINK BELIEVES THAT ITS CURRENT CASH, CASH EQUIVALENTS AND
INVESTMENTS IN MARKETABLE SECURITIES, AND CASH GENERATED FROM OPERATIONS WILL BE
SUFFICIENT, BASED ON SPECTRALINK'S PRESENTLY ANTICIPATED NEEDS TO FUND NECESSARY
CAPITAL EXPENDITURES, TO PROVIDE ADEQUATE WORKING CAPITAL, AND TO FINANCE
SPECTRALINK'S EXPANSION FOR THE FORESEEABLE FUTURE. THERE CAN BE NO ASSURANCE
THAT ANY ADDITIONAL FINANCING WILL BE AVAILABLE TO SPECTRALINK ON ACCEPTABLE
TERMS, OR AT ALL, WHEN REQUIRED BY SPECTRALINK. IF EQUITY SECURITIES ARE ISSUED
TO RAISE ADDITIONAL FUNDS, FURTHER DILUTION TO THE EXISTING STOCKHOLDERS WILL
RESULT.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Market risk represents the risk of loss that may impact the financial
position, results of operations or cash flows of SpectraLink due to adverse
changes in financial and commodity market prices and rates. SpectraLink is
exposed to market risk in the areas of changes in United States interest rates.
These exposures are directly related to its normal operating and funding
activities. As of March 31, 2002, SpectraLink has not used derivative
instruments or engaged in hedging activities.

INTEREST RATE RISK

         As part of SpectraLink's cash management strategy, at March 31, 2002,
SpectraLink had short-term investments of $1,001,000 consisting mainly of
corporate debt securities. SpectraLink has the intent and the ability to hold
these investments to maturity and thus have classified these investments, which
are stated at amortized cost, as "held-to-maturity." SpectraLink has completed a
market risk sensitivity analysis of these investments based on an assumed 1%
increase in interest rates. If market interest rates had increased 1% during the
three months ended March 31, 2002, SpectraLink would have experienced an
unrealized loss of approximately $2,500. This is only an estimate. Any actual
loss due to an increase in interest rates could differ from this estimate.

FORWARD-LOOKING STATEMENT FACTORS

         Certain statements in this Form 10-Q, as well as statements made by
SpectraLink in periodic press releases, oral statements made by SpectraLink's
officials to analysts and stockholders in the course of presentations about
SpectraLink and conference calls following earnings releases, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). Caution should be taken not to
place undue reliance on any such forward-looking statements since such
statements speak only as of the date of the making of such statements and
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of SpectraLink to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements. Such factors include, among other
things,

         -        MANY OF THE ORDERS FOR SPECTRALINK'S PRODUCTS ARE REALIZED AT
                  THE END OF THE QUARTER, WHICH MAKES IT DIFFICULT TO ESTIMATE
                  OR ADJUST SPECTRALINK'S OPERATING ACTIVITIES QUICKLY IN
                  RESPONSE TO AN UNEXPECTED INCREASE OR DECREASE IN CUSTOMER
                  DEMAND. Due to the timing of orders from customers,
                  SpectraLink has often recognized a substantial portion of its
                  revenue in the last month of a quarter. As a result, minor
                  fluctuations in the timing of orders and the shipment of
                  products may, in the future, cause operating results to vary
                  significantly from quarter to quarter. The demand for
                  SpectraLink's products depends upon many factors and is
                  difficult to forecast. Significant unanticipated fluctuations
                  in demand could cause problems in SpectraLink's operations.
                  The lead-time required to assemble SpectraLink's systems is
                  often longer than the lead-time SpectraLink's customers
                  provide to SpectraLink for delivery of their product
                  requirements. Therefore, SpectraLink often must place orders
                  in advance of expected purchase orders from SpectraLink's
                  customers. As a result, SpectraLink has only a limited ability
                  to react to fluctuations in demand for its products, which
                  could cause it to have either too much or too little inventory
                  of a particular product. Further, the business relationship
                  which SpectraLink has with Offshore Group to use a Mexico
                  facility to assemble SpectraLink's products may not be able
                  to provide product in a timely manner. Additionally, once
                  SpectraLink receives an order, it requires sufficient time to
                  complete the configuration of its product to


                                       13
<PAGE>


                  the phone systems of the customer. SpectraLink's inability to
                  satisfy customer demand in a timely manner would lead to lost
                  sales and impede SpectraLink's ability to increase its
                  revenue. Conversely, a large portion of SpectraLink's
                  expenses, including rent, salaries and capital leases, is
                  fixed and difficult to reduce. SpectraLink's expenses are
                  based in part on expectations for its revenue. If
                  SpectraLink's revenue does not meet its expectations, the
                  adverse effect of the revenue shortfall upon SpectraLink's
                  operating results may be acute in light of the fixed nature of
                  its expenses. It is possible that due to fluctuations in
                  revenue, SpectraLink's operating results could be below the
                  expectations of securities analysts and investors. For
                  instance, SpectraLink's stock price declined substantially
                  after its preliminary announcement of its fourth quarter 2001
                  financial results reported in January 2002. In such an event,
                  or in the event that adverse market conditions prevail or are
                  perceived to prevail either generally or with respect to
                  SpectraLink's business, the price of SpectraLink's common
                  stock would likely decline further.

         -        THE RISK OF BUSINESS INTERRUPTION ARISING FROM SPECTRALINK'S
                  DEPENDENCE ON ITS MANUFACTURING FACILITY LOCATED IN BOULDER,
                  COLORADO AND THE BUSINESS RELATIONSHIP SPECTRALINK HAS WITH
                  OFFSHORE GROUP TO USE A FACILITY IN GUAYMAS/EMPALME, SONORA,
                  MEXICO WHICH PROVIDES ASSEMBLY SERVICES. SpectraLink is highly
                  dependent on its Boulder, Colorado manufacturing facility,
                  which is home to the majority of SpectraLink's manufacturing
                  operations. SpectraLink is also highly dependent upon its
                  business relationship with Offshore Group to provide a
                  facility located in Guaymas/Empalme, Sonora, Mexico which
                  assembles SpectraLink's products. Any event that may disrupt
                  or indefinitely discontinue either of the facility's capacity
                  to manufacture, assemble and repair SpectraLink's products
                  could greatly impair SpectraLink's ability to generate
                  revenues, fulfill orders and attain financial goals. For
                  instance, SpectraLink may experience delays in the receipt of
                  assembled product from the facility in Mexico should the
                  border between the U.S. and Mexico close.

         -        SPECTRALINK FACES INCREASING COMPETITION IN THE ON-PREMISES
                  WIRELESS TELEPHONE SYSTEM MARKET. The on-premises wireless
                  telephone system industry is competitive and influenced by the
                  introduction of new products and new entrants into the
                  industry. The competitive factors affecting the market for
                  SpectraLink's systems include product functionality and
                  features, frequency band of operation, ease-of-use, quality of
                  support, product quality and performance, price, distribution
                  channels, and the effectiveness of marketing and sales
                  efforts. Most of SpectraLink's competitors have significantly
                  greater financial, technical, research and development, and
                  marketing resources than SpectraLink. As a result,
                  SpectraLink's competitors may respond more quickly to new or
                  emerging technologies and changes in customer requirements, or
                  may devote greater resources to the development, promotion,
                  sale and support of their products than SpectraLink. In
                  addition, some purchasers may prefer to buy their wireless
                  telephone systems from a single source provider of telephone
                  systems, such as Alcatel, Avaya, or NEC America, all of which
                  manufacture and sell PBX or key/hybrid systems. Other
                  purchasers may prefer to buy their 802.11 wireless telephone
                  systems from a single source provider of wireless local area
                  networks, or LANs, such as Symbol Technologies, which provides
                  802.11 wireless infrastructure and application devices, such
                  as bar code scanners, as well as wireless telephones. Because
                  SpectraLink focuses on wireless on-premises telephone
                  communications, it cannot serve as the sole source for a
                  complete telephone or data communications system. There is no
                  assurance that SpectraLink will be able to compete
                  successfully in the future. Further, if a potential customer
                  is already using a competing product or system, that potential
                  customer may not be willing or able to make the investment
                  necessary to replace such a system with a SpectraLink Wireless
                  Telephone System. In addition, there may be potential
                  customers who choose another technology because of cost or
                  their belief that their needs do not require the full
                  functionality provided by a SpectraLink Wireless Telephone
                  System.

         -        THE CONTINUING ECONOMIC SLOWDOWN, PARTICULARLY IN INFORMATION
                  TECHNOLOGY SPENDING, WILL ADVERSELY IMPACT SPECTRALINK'S
                  BUSINESS. SpectraLink's business has been adversely impacted
                  by the general economic slowdown in the United States and
                  worldwide, particularly the decline in information technology
                  spending. Consumers of information technology continue to
                  defer, and in some cases cancel, their purchase decisions.
                  SpectraLink's operating results have been adversely affected
                  as a result. SpectraLink expects the economic slowdown to
                  continue to adversely impact its business and operating
                  results for at least the next few quarters and perhaps
                  significantly longer. The adverse impacts from the slowdown
                  include longer sales cycles, lower average selling prices and
                  reduced revenues.

         -        THE MARKET FOR ON-PREMISES WIRELESS TELEPHONE SYSTEMS MAY FAIL
                  TO GROW OR TO GROW AS QUICKLY AS SPECTRALINK ANTICIPATES.
                  SpectraLink's future growth depends in part on the widespread
                  deployment of integrated voice and data products for combined
                  voice and data services. If this growth does not occur as
                  planned, this may contribute to significant variations in
                  SpectraLink's future results of operations.


                                       14
<PAGE>

         -        THE ABILITY OF SPECTRALINK AND ITS RESELLERS TO DEVELOP AND
                  EXECUTE EFFECTIVE MARKETING AND SALES STRATEGIES. SpectraLink
                  offers its products directly and indirectly through a variety
                  of third-party business partners, including distributors and
                  resellers. Changes in the financial or business condition of
                  these distributors and resellers, in addition to the ability
                  to develop and execute effective marketing and sales
                  strategies, could subject SpectraLink to losses and affect its
                  ability to bring its products to market.

         -        SPECTRALINK'S RELIANCE ON SOLE OR LIMITED SOURCES OF SUPPLY
                  FOR MANY COMPONENTS AND EQUIPMENT USED IN ITS MANUFACTURING
                  PROCESS. SpectraLink relies on sole or limited sources of
                  supply for many components and equipment used in its
                  manufacturing process. The delay, inability, or refusal of any
                  of these suppliers to ship these components or equipment could
                  interrupt SpectraLink's manufacturing process and ability to
                  manufacture products in a timely manner to meet customer
                  demand. The limited number of sources for many of these
                  components may also prevent SpectraLink from decreasing its
                  reliance on certain suppliers and finding other sources at
                  competitive prices. Unforeseen price increases by any of the
                  sole or limited source suppliers could negatively impact
                  product margins and the financial performance of SpectraLink.

         -        SPECTRALINK'S ABILITY TO MANAGE POTENTIAL EXPANSION OF
                  OPERATIONS IN THE U.S. AND INTERNATIONALLY. SpectraLink
                  intends to expand its existing domestic and international
                  operations and to enter new markets. This expansion will
                  require significant management attention and financial
                  resources. SpectraLink currently has limited experience in
                  marketing and distributing its products internationally and in
                  developing versions of products that comply with local
                  standards. SpectraLink may also not be able to maintain or
                  increase international market demand for its products.
                  International operations are subject to other inherent risks,
                  including foreign government regulation of technology or
                  unexpected changes in regulatory and customs requirements,
                  difficulty and delays in accounts receivable collection,
                  difficulties and costs of staffing and managing foreign
                  operations, reduced protection for intellectual property
                  rights, foreign currency exchange rate fluctuations, and
                  taxation consequences.

         -        SPECTRALINK'S ABILITY TO ATTRACT AND RETAIN PERSONNEL,
                  INCLUDING KEY TECHNICAL AND MANAGEMENT PERSONNEL. Much of the
                  future success of SpectraLink depends on the continued service
                  and availability of skilled personnel, including technical,
                  marketing and staff positions. Experienced personnel in the
                  information technology industry are in high demand and
                  competition for their talents is intense. There can be no
                  assurance that SpectraLink will be able to successfully retain
                  and attract the key personnel it needs. Many of SpectraLink's
                  key personnel receive a total compensation package that
                  includes stock options and other equity awards. New
                  regulations, volatility in the stock market and other factors
                  could diminish the value of SpectraLink's equity awards,
                  putting SpectraLink at a competitive disadvantage or forcing
                  SpectraLink to use more cash compensation.

         -        SPECTRALINK'S ABILITY TO RESPOND TO RAPID TECHNOLOGICAL
                  CHANGES WITHIN THE ON-PREMISES WIRELESS TELEPHONE INDUSTRY.
                  The wireless communications industry is characterized by rapid
                  technological change, short product life cycles and evolving
                  industry standards. To remain competitive, SpectraLink must
                  develop or gain access to new technologies in order to
                  increase product performance and functionality, reduce product
                  size and maintain cost-effectiveness. SpectraLink's success is
                  also dependent on its ability to develop new products for
                  existing and emerging wireless communications markets and to
                  introduce such products in a timely manner. Due to the
                  intensely competitive nature of SpectraLink's business, any
                  delay in the commercial availability of new products could
                  materially and adversely affect SpectraLink's business,
                  reputation and operating results. In addition, if SpectraLink
                  is unable to develop or obtain access to advanced wireless
                  networking technologies as they become available, or is unable
                  to design, develop and introduce competitive new products on a
                  timely basis, SpectraLink's future operating results would be
                  materially and adversely affected.

         -        THE HISTORIC VOLATILITY OF SPECTRALINK'S STOCK PRICE, WHICH
                  MAY MAKE IT MORE DIFFICULT TO RESELL SHARES AT PRICES
                  ATTRACTIVE TO SELLERS. The market price of SpectraLink's
                  common stock has been volatile and is likely to remain subject
                  to wide fluctuations in the future. Many factors could cause
                  the market price of SpectraLink's common stock to fluctuate,
                  including:

                  -        variations in SpectraLink's quarterly results;

                  -        market conditions in SpectraLink's industry, the
                           industries of SpectraLink's customers and the economy
                           as a whole;


                                       15
<PAGE>

                  -        announcements of technological innovations by
                           SpectraLink or by its competitors;

                  -        introductions of new products or new pricing policies
                           by SpectraLink or by its competitors;

                  -        acquisitions or strategic alliances by SpectraLink or
                           by its competitors;

                  -        recruitment or departure of key personnel;

                  -        the gain or loss of significant orders;

                  -        the gain or loss of significant customers; and

                  -        changes in the estimates of SpectraLink's operating
                           performance or changes in recommendations by
                           securities analysts.

                  In addition, the stock market in general and the market for
                  technology-related stocks in particular has experienced a
                  decline during 2000, 2001 and the first quarter of 2002, and
                  could decline further, which could cause the market price of
                  SpectraLink's common stock to fall for reasons not necessarily
                  related to SpectraLink's business, results of operations or
                  financial condition. The market price of SpectraLink's stock
                  also might decline in reaction to events that affect other
                  companies in SpectraLink's industry even if these events do
                  not directly affect SpectraLink. Accordingly, you may not be
                  able to resell your shares of common stock at or above the
                  price you paid. Securities class action litigation is often
                  brought against a company following a period of volatility in
                  the market price of its securities, and SpectraLink has
                  recently been sued in several purported securities class
                  action lawsuits. Further, certain of SpectraLink's management
                  and directors have also been sued in purported shareholder
                  derivative actions. Although SpectraLink believes that the
                  lawsuits lack merit, an adverse determination could have a
                  significant effect upon SpectraLink's business and materially
                  affect the price of its stock. Moreover, regardless of the
                  ultimate result, it is likely that the lawsuits will divert
                  management's attention and resources from other matters, which
                  could also adversely affect SpectraLink's business and the
                  price of its stock.

         -        SPECTRALINK'S RELIANCE ON A LIMITED NUMBER OF SIGNIFICANT
                  CUSTOMERS. A portion of SpectraLink's revenue has been derived
                  from a limited number of customers. Sales to two customers
                  represented approximately 18.4% and 11.0 %, respectively, of
                  SpectraLink's revenue during the three months ended March 31,
                  2002. Further, sales to one customer represented approximately
                  12% of SpectraLink's revenue during each of 2001 and 2000.
                  SpectraLink also has experienced quarter to quarter
                  variability in sales to each of its major customers and
                  expects this pattern to continue in the future.

         -        CHANGES IN RULES AND REGULATIONS OF THE FCC. The wireless
                  communications industry, regulated by the Federal
                  Communications Commission (FCC), is subject to changing
                  political, economic and regulatory influences. Regulatory
                  changes, including changes in the allocation of available
                  frequency spectrum, could significantly impact SpectraLink's
                  operations.

         -        SPECTRALINK'S ABILITY TO PROTECT ITS INTELLECTUAL PROPERTY
                  RIGHTS. SpectraLink's future success depends, in part, upon
                  its proprietary technology. SpectraLink relies on a
                  combination of patent, copyright, trade secret and trademark
                  laws, confidentiality procedures and nondisclosure and other
                  contractual provisions to protect its proprietary rights.
                  These legal protections provide only limited protection and
                  may be time consuming and expensive to obtain and enforce.
                  There can be no assurance that SpectraLink's pending patent
                  applications will be allowed or that the issued or pending
                  patents will not be challenged or circumvented by competitors
                  or provide meaningful protection against competition. If
                  challenged, SpectraLink's patents might not be upheld or their
                  claims could be narrowed. If SpectraLink fails to protect its
                  proprietary rights adequately, SpectraLink's competitors might
                  gain access to SpectraLink's technology. As a result,
                  SpectraLink's competitors might offer similar products and
                  SpectraLink might not be able to compete successfully in its
                  market. Moreover, despite SpectraLink's efforts to protect its
                  proprietary rights, unauthorized parties may copy aspects of
                  SpectraLink's products and obtain and use information that
                  SpectraLink regards as proprietary. Also, SpectraLink's
                  competitors may independently develop similar, but not
                  infringing, technology, duplicate SpectraLink's products, or
                  design around SpectraLink's patents or its other intellectual
                  property. In addition, other parties may breach
                  confidentiality agreements or other protective contracts with
                  SpectraLink, and SpectraLink may not be able to enforce its
                  rights in the event of these breaches. Furthermore,
                  SpectraLink expects that it will increase its international
                  operations in the future, and the laws of many foreign
                  countries do not protect SpectraLink's intellectual property
                  rights to the same extent as the laws of the United States.
                  SpectraLink may be required to spend significant resources to
                  monitor and protect its intellectual property rights. Any
                  litigation surrounding SpectraLink's rights could force
                  SpectraLink to divert important financial and other resources
                  from its business operations.


                                       16
<PAGE>

         -        THE ASSERTION OF INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS
                  AGAINST SPECTRALINK. SpectraLink may in the future be notified
                  that it is infringing upon certain patent and/or other
                  intellectual property rights of others. Although there are no
                  such pending lawsuits against SpectraLink or unresolved
                  notices that SpectraLink is infringing upon intellectual
                  property rights of others, there can be no assurance that
                  infringement claims will not occur in the future. From time to
                  time, third parties may assert exclusive patent, copyright,
                  trademark and other intellectual property rights to
                  technologies and related methods that are important to
                  SpectraLink. Litigation may be necessary in the future to
                  defend against claims of infringement or invalidity, to
                  determine the validity and scope of the proprietary rights of
                  others, to enforce SpectraLink's intellectual property rights,
                  or to protect SpectraLink's trade secrets. SpectraLink may
                  also be subject to claims from customers for indemnification.
                  Any resulting litigation, regardless of its resolution, could
                  result in substantial costs and diversion of resources. If it
                  were determined that SpectraLink's products infringe upon the
                  intellectual property rights of others, SpectraLink would need
                  to obtain licenses from these parties or reengineer its
                  products in order to avoid infringement. SpectraLink might not
                  be able to obtain the necessary licenses on acceptable terms
                  or at all, or to reengineer its products successfully.
                  Moreover, if SpectraLink is sued for infringement and loses
                  the suit, it could be required to pay substantial damages or
                  be enjoined from licensing or using the infringing products or
                  technology. Any of the foregoing could cause SpectraLink to
                  incur significant costs and prevent it from selling its
                  products.

         -        A LOWER THAN ANTICIPATED RATE OF DEVELOPMENT OF DOMESTIC AND
                  INTERNATIONAL MARKETS USING THE 802.11 STANDARD. SpectraLink's
                  NetLink Wireless Telephones are compatible with the IEEE
                  802.11 standard for use on an 802.11-compliant wireless LANs.
                  Consequently, demand for NetLink Wireless Telephones depends
                  upon the development of markets utilizing 802.11 compliant
                  networks. This depends in part upon the initial adoption of
                  the 802.11 standard in international markets, as well as
                  enhancements to that standard in the U.S. and foreign markets
                  where the standard has already been adopted. Additionally,
                  markets utilizing 802.11 compliant networks may develop more
                  slowly, if at all, if competing wireless networks are
                  established and utilized. If markets utilizing 802.11
                  compliant networks do not grow as SpectraLink anticipates,
                  SpectraLink's growth would be impeded and it would not be able
                  to factor the related revenues into its growth in the future.

         -        SPECTRALINK'S RELIANCE ON ITS 802.11 TECHNOLOGY PARTNERS TO
                  CONTINUE TO PROVIDE THE WIRELESS LOCAL AREA NETWORK FOR
                  SPECTRALINK'S NETLINK PRODUCT, AND TO PROVIDE ACCESS POINTS
                  WHICH SUPPORT SPECTRALINK VOICE PRIORITY.

         -        THE CERTIFICATION AND APPROVAL PROCESS FOR SPECTRALINK'S
                  NETLINK PRODUCT FOR USE IN COUNTRIES THAT SUPPORT THE 802.11
                  STANDARD.

         -        POTENTIAL FLUCTUATIONS IN SPECTRALINK'S FUTURE OPERATING
                  RESULTS. SpectraLink has experienced, and may in the future
                  continue to experience, significant quarterly fluctuations in
                  revenue, gross margins and operating results due to numerous
                  factors, some of which are outside SpectraLink's control.
                  These factors include:

                    -        fluctuating market demand for, and declines in the
                             average selling prices of, SpectraLink's products,

                    -        the timing of and delay of significant orders from
                             customers and
                    -        seasonality in demand within SpectraLink's various
                             sectors.

                  Historically, SpectraLink has not operated with a significant
                  order backlog and a substantial portion of SpectraLink's
                  revenue in any quarter has been derived from orders booked and
                  shipped in that quarter. Accordingly, SpectraLink's revenue
                  expectations are based almost entirely on its internal
                  estimates of future demand and not on firm customer orders.
                  Planned expense levels are relatively fixed in the short term
                  and are based in large part on these estimates, and if orders
                  and revenue do not meet expectations, SpectraLink's operating
                  results could be materially adversely affected.


                                       17
<PAGE>

PART II           OTHER INFORMATION

         Item 1   Legal Proceedings

         SpectraLink and its officers and directors have been named as
defendants in four lawsuits filed between February 7, 2002 and February 21,
2002, three of which have been filed in the United States District Court for the
District of Colorado and one of which has been filed in the Colorado District
Court for the City and County of Denver. The cases are designated as follows:
Wilmer Kerns, Individually And On Behalf of All Others Similarly Situated,
Plaintiff, vs. SpectraLink Corporation, Bruce Holland and Nancy K. Hamilton,
Defendants (United States District Court Civil Action Number 02-D-0263) (the
"Kerns Action"); Danilo Martin Molieri, Individually and On Behalf of All Others
Similarly Situated, Plaintiff, v. SpectraLink Corporation, Bruce Holland and
Nancy K. Hamilton, Defendants (United States District Court Civil Action Number
02-D-0315) (the "Molieri Action"); Evie Elennis, derivatively on behalf of
SpectraLink Corporation, Plaintiff(s), v. Bruce M. Holland, Anthony V. Carollo,
Jr., Gary L. Bliss, Michael P. Cronin, Nancy K. Hamilton and John H. Elms,
Defendant(s), and SpectraLink Corporation, Nominal Defendant (United States
District Court Civil Action Number 02-D-0345) (the "Federal Derivative Action");
and Roger Humphreys, Derivatively on Behalf of Nominal Defendant SpectraLink
Corporation, Plaintiff, v. Carl D. Carman, Anthony V. Carollo, Jr., Bruce M.
Holland, Burton J. McMurtry, Gary L. Bliss, Michael P. Cronin, John H. Elms, and
Nancy K. Hamilton, Defendants (Colorado District Court Case. No. 02CV1687) (the
"State Derivative Action"). In the Kerns and Molieri Actions, plaintiffs, who
purport to be purchasers or holders of SpectraLink common stock, seek to assert
claims on behalf of a class of persons who purchased securities in SpectraLink
between July 19, 2001 and January 11, 2002. The plaintiffs in the Federal and
State Derivative Actions purport to bring their claims derivatively on behalf of
SpectraLink.

         These cases arise out of a press release issued by SpectraLink on
January 14, 2002, announcing preliminary financial results for the fourth
quarter of 2001 and revising downward its estimates for year 2002 results of
operations. The Kerns and Molieri Actions contain essentially identical claims
alleging that SpectraLink and certain of its officers and directors violated the
United States securities laws, specifically Sections 10(b) and 20(a) and Rule
10b-5 under the Securities Exchange Act of 1934, as a result of alleged public
misstatements and omissions, and cite to certain insider sales of SpectraLink
stock prior to the January 14, 2002 press release. In the cases brought as
derivative actions, the plaintiffs allege that the officers and directors of
SpectraLink violated fiduciary duties owed to SpectraLink and its stockholders
under state laws by allowing and/or facilitating the issuance of these same
alleged public misstatements and omissions, misappropriating nonpublic
information for their own benefit, making insider stock sales, wasting corporate
assets, abusing their positions of control, and mismanaging the corporation. The
plaintiffs in these derivative cases allege that SpectraLink has and will
continue to suffer injury as a result of these alleged violations of duty for
which the officers and directors should be held liable.

         The plaintiffs in the Kerns and Molieri cases have applied to the Court
to consolidate their two cases, and the defendants in those cases do not oppose
the consolidation. The plaintiffs in the two cases have also made a motion for
the appointment of two lead plaintiffs, Landon Hendricks and Derek P. Poh, and
SpectraLink has responded to the motion stating that while it disagrees with
many of the claims made in the motion, it does not oppose their appointment.

         It is possible that additional lawsuits may be filed alleging similar
claims, and that any such additional lawsuits arising out of the same operative
facts and circumstances would also be consolidated. Unless circumstances
warrant, SpectraLink does not intend to report the filing of additional lawsuits
based on the same operative facts and circumstances.

         SpectraLink believes that the lawsuits are without merit and it intends
to vigorously defend both itself and its officers and directors, with whom
SpectraLink shares common interests and defenses. However, no assurance can be
given that SpectraLink will be successful in defending the claims being asserted
in these suits. If SpectraLink is not successful in its defense of these suits,
it could be required to make significant payments to its stockholders and/or
their lawyers, which could have a material adverse effect on SpectraLink's
business, financial condition and results of operations. In addition, the
litigation could result in substantial costs and divert management's attention
and resources. In the particular case of the Federal and State Derivative
Actions, a finding of liability on the part of all or some of the defendant
officers and directors could ultimately result in the interests of SpectraLink
becoming adverse to those officers and directors. In either case, SpectraLink's
business could be adversely affected, even if the plaintiffs are ultimately not
successful in the prosecution of their claims against SpectraLink and/or its
officers and directors.

         SpectraLink is not presently a party to any other material pending
legal proceedings of which it is aware.


                                       18
<PAGE>

         Item 6.  Exhibits and Reports on Form 8-K

                  (a)      Exhibits
                           No exhibits are filed with this Report. Exhibits
                           filed with SpectraLink's 2001 Form 10-K constitute
                           those exhibits currently required to be on file. The
                           reader should refer to the 2001 Form 10-K under Part
                           III, Item 14, for a list of those exhibits.

                  (b)      Reports on Form 8-K
                           SpectraLink filed three Current Reports on Form 8-K
                           during the fiscal quarter ended March 31, 2002. The
                           first filing dated January 14, 2002 reported
                           information under Item 9 "Regulation FD Disclosure"
                           concerning its estimated December 31, 2001 results of
                           operations and earnings per share and its projected
                           2002 revenue and earnings per share. The second
                           filing dated January 22, 2002 reported information
                           under Item 9 "Regulation FD Disclosure" confirming
                           the fourth quarter and year end 2001 results. The
                           third filing dated February 20, 2002 and filed on
                           March 4, 2002 reported information under Item 5
                           "Other Events" concerning certain shareholder
                           lawsuits which have been filed against SpectraLink.
                           No financial statements were filed with the Current
                           Reports on Form 8-K.


                                       19
<PAGE>

                             SPECTRALINK CORPORATION
                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                          SPECTRALINK CORPORATION



Date:  May 14, 2002                       By: /s/ Nancy K. Hamilton
                                             ----------------------------------
                                          Nancy K. Hamilton,
                                          Principal Financial and Accounting
                                          Officer and on behalf of the
                                          Registrant


                                       20