Document/Exhibit Description Pages Size
1: 8-K Current Report 5 15K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 70 282K
Liquidation or Succession
3: EX-20.1 Other Document or Statement to Security Holders 3 12K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 11, 1997
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POLYCOM, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-27978 94-3128324
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2584 Junction Avenue, San Jose, California 95134
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (408) 526-9000
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
(a) On June 11, 1997, the Registrant agreed to acquire ViaVideo
Communications, Inc., a Delaware corporation ("ViaVideo"), by the statutory
merger (the "Merger") of a wholly-owned subsidiary of the Registrant, Venice
Acquisition Corporation, a Delaware corporation ("Merger Sub"), with and into
ViaVideo. The Merger will be accomplished pursuant to the Agreement and Plan
of Reorganization, dated as of June 11, 1997, among the Registrant, ViaVideo
and Merger Sub, and a related Certificate of Merger (collectively, the
"Merger Agreements"). The Merger of Merger Sub with and into ViaVideo will
occur following the approval of the Merger Agreements by the stockholders of
the Registrant at a stockholders' meeting currently expected to be held in
November, 1997 and the satisfaction of certain other closing conditions,
including first customer shipment by ViaVideo of its initial video
conferencing system no later than March 31, 1998 and Polycom's share price
preceding the acquisition to be at or above $3.00 per share. As a result of
the Merger, the Registrant will become the owner of 100% of the issued and
outstanding shares of ViaVideo Common Stock and each outstanding share of
ViaVideo Common Stock will be converted into newly issued shares of
Registrant's Common Stock. A total of approximately 9.7 million shares of
the Registrant's Common Stock will be issued to former ViaVideo stockholders,
warrantholders and optionholders in exchange for the acquisition by Merger
Sub of all issued and outstanding ViaVideo capital stock and the assumption
of unexpired and unexercised options and warrants to acquire ViaVideo capital
stock (plus up to an additional 300,000 shares based on future option grants
by ViaVideo). Depending on the price of Polycom's shares averaged during a
specified period preceding the acquisition, the total number of Polycom
shares to be issued may be reduced so in no event will the total acquisition
consideration exceed $90 million. The shares issued to ViaVideo stockholders
will be issued pursuant to a registration statement on Form S-4, pursuant to
the Securities Act of 1933, as amended. ViaVideo options to purchase
ViaVideo Common Stock will be assumed by the Registrant and will remain
outstanding as options to purchase shares of the Registrant's Common Stock.
The terms of the Merger Agreements were the result of arm's-length
negotiations among the parties.
2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired. Not applicable.
(b) Forma Financial Information. Not applicable.
(c) Exhibits:
Exhibit
Number
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2.1 Agreement and Plan of Reorganization, dated as of June 11,
1997, by and among the Registrant, Venice Acquisition
Corporation and ViaVideo Communications, Inc.
20.1 Press Release of the Registrant dated June 11, 1997.
3.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
POLYCOM, INC.
Dated: August 13, 1997 By: /s/ Michael R. Kourey
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Michael R. Kourey, Vice President,
Finance and Administration, Chief
Financial Officer and Secretary
[SIGNATURE PAGE TO FORM 8-K]
EXHIBIT INDEX
DESCRIPTION OF DOCUMENT
Exhibit
Number
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2.1 Agreement and Plan of Reorganization, dated as of June 11, 1997, by and
among the Registrant, Venice Acquisition Corporation and ViaVideo
Communications, Inc.
20.1 Press Release of the Registrant dated June 11, 1997.
Dates Referenced Herein and Documents Incorporated by Reference
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