Asure Software Inc – ‘8-K’ for 1/6/97 – EX-99

As of:  Wednesday, 1/15/97   ·   For:  1/6/97   ·   Accession #:  899078-97-4   ·   File #:  0-20008

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Vtel Corporation 8-K Filing                            4     14K 
 2: EX-99       Exh. 99.1 - Agrmt and Plan of Merger and Acq.         69    364K 
 3: EX-99       Exh. 99.2 - Stock Option Agreement                    15     56K 
 4: EX-99       Exh. 99.3 - Press Release                              3     13K 

EX-99   —   Exh. 99.3 – Press Release

EX-99
1st Page of 3
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
EXHIBIT 99.3

NEWSRELEASE                                                                     
FOR IMMEDIATE RELEASE                                                           

Contact:   Barry Rumac 512/314-2587     Contact:     Charlie Smith  512/314-2747
VTEL Corporation                          VTEL Corporation
brumac@vtel.com                           csmith@vtel.com 

Contact:   Patrizia Owen 408/922-4745                                           
CLI                                                       
patrizia_owen@clix.com                                    

 VIDEOCONFERENCING COMPANIES ANNOUNCE PLANS TO MERGE

 VTEL AND CLI WILL FOCUS ON SYNERGY AND INNOVATION
 TO CAPITALIZE ON STRATEGIC OPPORTUNITIES IN THE
 RAPIDLY GROWING BILLION DOLLAR VIDEOCONFERENCING INDUSTRY

         AUSTIN, TEXAS (JANUARY 7, 1997) - VTEL (NASDAQ:  VTEL) and CLI (NASDAQ:
CLIX) two of the  leading  companies  in the rapidly  growing  videoconferencing
industry,  today  announced  that  their  respective  boards of  directors  have
unanimously  approved a definitive agreement to merge the two corporations in an
exchange of common stock  valued in excess of $80  million.  The new entity will
retain  the  VTEL(R)  name and will have  annualized  revenue  of more than $200
million, making it one of the largest players in the videoconferencing industry.
         The transaction, which will be a tax free exchange and accounted for as
a pooling of  interest,  is expected to close in VTEL's  fourth  fiscal  quarter
ending July 31, 1997.  There will be one-time  transaction  expenses during that
quarter during which the transaction is expected to be dilutive.  Therefore, the
transaction is expected to be accretive to VTEL's earnings.                     
         VTEL recently reported its latest quarter revenues ending October 31 of
$28.2 million with the last 12 months sales of $99.3  million.  CLI reported its
latest third  quarter  revenues of calendar  year 1996 at September  30, 1996 of
$20.2 million with last twelve month sales of $93.4 million                     
         VTEL's  financial  strength will fund the merged entity out of existing
cash resources to create a combined entity with a debt-free balance sheet.      

CORPDAL:60030.1  22768-00022                                                    

EX-99
2nd Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 2nd
         According to Dick Moeller, present and future chairman and CEO of VTEL,
"Through  this merger,  we should be able to  capitalize  on marketing  synergy,
financial  leverage,  complementary  sales  strategies  and  innovative  product
development.  That  will  result in  improved  competitive  positioning.  We can
enhance our global  presence and provide the  value-added  products and services
our customers need for  mission-critical  applications.  In short, this business
decision will enable us to create for our industry a more effective  supplier of
high-performance videoconferencing solutions."                                  
         Moeller  adds,  "We are certain that we can have more impact and create
more value together than if we remain separate companies.  The creation of value
will benefit our customers, employees, partners, and shareholders."             
         Gary  Trimm,  president  and  CEO of  CLI  says,  "We  have  both  been
technology  leaders,  with 25 years of  combined  experience  creating  industry
standards  and  providing  the highest  quality  data,  voice and video  systems
available on the market.  Together, we will continue our legacy of innovation as
we work towards the day when television-quality interactive video communications
will be as  ubiquitous  as voice  telephones,  fax machines and copiers - and as
simple to use."                                                                 

TERMS OF THE AGREEMENT                                                          
         The agreement provides for a stock-for-stock exchange in which each CLI
stock share will be  exchanged  for .46 of a VTEL share.  VTEL  expects to issue
approximately 8.4 million new common shares, including approximately 1.2 million
common shares for the exchange of CLI's preferred shares. The new shares,  which
are in addition to the 13.9 million common shares  currently  outstanding,  will
represent approximately 38% of the new company ownership.                       
         The  transaction is conditional  upon approval by the  shareholders  of
both companies and upon the approval of government regulatory agencies.         
         In this  transaction  VTEL  was  advised  by Bear  Steams,  and CLI was
advised by Paine Webber.                                                        

ABOUT VTEL                                                                      

CORPDAL:60030.1  22768-00022                                                    

EX-99
Last Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 3rd
         VTEL  is  the  global   leader  in  the  design  and   manufacture   of
SmartVideoconferencing(TM)  systems.  VTEL  and its  authorized  resellers  have
installed  systems in some of the largest and most recognized  organizations  in
the United States and around the world, including:  Microsoft Corp., Nortel, BMW
AG, VHA, Inc., Deloitte & Touche,  Credit Suisse, Texas A&M University,  and the
U.S. Army T-Net.                                                                

ABOUT CLI                                                                       
         Headquartered  in San  Jose,  Calif,  CLI  is a  leading  designer  and
manufacturer  of  solutions  for digital  video  communications.  Using its core
technology,  compressed  digital  video,  the company  provides a broad range of
video communications products for business, government,  educational, healthcare
and other organizations.                                                        

 # # #

         Except  for  historical   information  contained  herein,  the  matters
discussed in this news release are forward looking statements that involve risks
and  uncertainties  including  the timely  availability  and  acceptance  of new
products,  the impact of  competitive  products and pricing,  the  management of
growth, and other risks detailed from time to time in the SEC reports of each of
the Companies.                                                                  

         VTEL is a registered trademark of VTEL Corp. Smart Videoconferencing is
a trademark of VTEL Corporation                                                 

VTEL Corporation, 108 Wild Basin Road, Austin, Texas, 78746   
512-314-2700, Fax: 512-314-2792                               
Website: http://www.vtelinfo.com                              
CLI Website:  http://www.clix.com                             

CORPDAL:60030.1  22768-00022                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		7/31/97		1					10-K,  NT 10-K
Filed on:		1/15/97
		1/7/97		1
For Period End:		1/6/97
		9/30/96		1
									List all Filings