Asure Software Inc – ‘8-K’ for 5/23/97

As of:  Thursday, 6/5/97   ·   For:  5/23/97   ·   Accession #:  899078-97-178   ·   File #:  0-20008

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         7     17K 

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 -------------------------

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
 Securities Exchange Act of 1934

Date of Report: May 23, 1997

VTEL CORPORATION

(Exact name of registrant as specified in its charter)

    DELAWARE                       0-20008                74-2415696
------------------------------- -------------------------- ---------------------
(State or other jurisdiction of  (Commission File Number)      (IRS Employer    
 incorporation or organization)                              Identification No.)

108 Wild Basin Road                                                             
Austin, Texas                                                  78746  
----------------------------------------                    --------------------
(Address of principal executive offices)                          (Zip Code)    

Registrant's telephone number, including area code (512) 314-2700.              

CORPDAL:66690.1 22768-00022                                                     
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ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS                          

         On  May  23,  1997,  shareholders  of  VTEL  Corporation,   a  Delaware
corporation ("VTEL"), and Compression Labs, Incorporated, a Delaware corporation
("CLI"),  approved  the merger (the  "Merger")  of  VTEL-Sub,  Inc.,  a Delaware
corporation and direct wholly owned subsidiary of VTEL ("Merger Sub"),  with and
into CLI,  pursuant to an Agreement and Plan of Merger and  Reorganization  (the
"Merger Agreement"), with CLI becoming a direct wholly owned subsidiary of VTEL.
As a result of the Merger, (a) the outstanding shares of CLI's common stock, par
value $.001 per share ("CLI Common  Stock"),  were  converted  into the right to
receive  0.46 shares of common  stock of VTEL,  par value $.01 per share  ("VTEL
Common  Stock"),  per share of CLI Common  Stock  converted  (or cash in lieu of
fractional  shares  otherwise  deliverable  in  respect  thereof),  and  (b) the
outstanding  shares of CLI Series C Preferred  Stock,  par value $.001 per share
("CLI Preferred Stock"), were converted into the right to receive 3.15 shares of
VTEL Common Stock,  per share of CLI Preferred  Stock converted (or cash in lieu
of fractional shares otherwise deliverable in respect thereof).  Pursuant to the
Merger Agreement, T. Gary Trimm and Dr. Arthur G. Anderson, previously directors
of CLI, were added as directors of VTEL,  bringing the size of the VTEL Board of
Directors  to seven.  The Merger  Agreement  received  approval  by holders of a
majority of the issued and outstanding shares of CLI Common Stock and a majority
of the votes cast by holders of VTEL Common  Stock voted in favor of the Merger,
and the Merger received certain regulatory and governmental approvals.          

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS                             

                    1.   Press  Release,  dated May 27,  1997,  relating  to the
                         transactions  between VTEL  Corporation and Compression
Labs, Incorporated.           

                    2.   It is impracticable  to provide the required  financial
                         statements  for the  acquired  business  at the time of
                         this filing.  This  information will be filed within 60
  days of the filing of this form.

CORPDAL:66690.1 22768-00022                                                     
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 SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.                                         

Dated: June 5, 1997                                                             

                  VTEL CORPORATION

                        By:  /s/Rodney S. Bond
                            --------------------
                       Name:  Rodney S. Bond
                                  Title:    Vice President-Finance

CORPDAL:66690.1 22768-00022                                                     
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     Exhibit                                                        Sequentially
        No.                     Exhibit Description                  Number Page
     -------                 --------------------------            -------------
      99.1         Press Release, dated May 27, 1997, relating to transactions
      between VTEL Corporation and Compression Labs,
Incorporated                            

CORPDAL:66690.1 22768-00022                                                     
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News Release                                                       Exhibit 99.1 

FOR IMMEDIATE RELEASE                                                           

Contact:          Mark Hunt 512/437-2331                                        
Director Investor Relations                 
VTEL Corporation                            
mark.hunt@vtel.com                          

 Stockholders Approve VTEL/Compression Labs Merger
 New Company raises the Bar and Changes the Rules of Videoconferencing

AUSTIN,  Texas  --  (May  27,  1997)  -- VTEL  Corporation  (NASDAQ:  VTEL)  and
Compression Labs, Incorporated (CLI), announced today the approval of the merger
of the two  Videoconferencing  companies by each company's  stockholders and the
completion  of the  merger.  The new  company  retains the VTEL (R) name and its
headquarters  in Austin,  Texas and will employ  more than 800  people.  VTEL is
expected to have annualized revenue of nearly $200 million, making it one of the
larger players in the  videoconferencing  industry.  The merger  transaction was
consummated  by an exchange of  approximately  8.4 million shares of VTEL common
stock for CLI outstanding shares. The total number of outstanding VTEL shares is
now approximately 22.5 million.                                                 
         "The  new  VTEL  will  raise  the  bar  and  change  the  rules  in the
videoconferencing  market," said Dick  Moeller,  VTEL chairman and CEO. "The new
VTEL focuses on an array of products and  services  that are customer  centered,
easy to use, based on an open PC architecture.  In addition,  they are scalable,
cost-efficient, upgradeable, and that will be managed like any other node on the
corporate  LAN/WAN.  Our  transaction  teams,  under the  direction of Coopers &
Lybrand's specialty  practices,  are prepared to rapidly integrate the operation
of the two companies."                                                          

CORPDAL:66690.1 22768-00022                                                     
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         Moeller,  adds,  "The  combination  clearly  makes VTEL a much stronger
competitor.  By increasing  our  installed  base  approximately  175% to 222,000
units, it positions VTEL as the number two global supplier of  videoconferencing
systems and presents a substantive  opportunity to increase  service revenues as
well as updating the technology of that installed base. In addition, we will add
CLI  technologies  to our portfolio and will broaden our global sales force with
larger  combined  sales  force  and  marketing  teams.  We look  forward  to the
opportunities  and  challenges  before us and are  extremely  excited  about the
potential to successfully integrate these two companies and continue to grow our
earnings,  which we believe is essential to driving  shareholder  value over the
long term."                                                                     
         This release includes projections and other forward-looking  statements
about the company's  future  revenues,  earnings and other  measures of economic
performance.  Actual  results  could differ  materially  from  forecasts  due to
factors such as, for example,  competitive pressures,  changes in technology and
the  difficulty  of  forecasting  in  overseas  markets and  indirect  channels.
Additional  information  concerning  risks that could  cause  actual  results to
differ are contained in the  company's  annual report on Form 10K filed with the
SEC.                                                                            
         VTEL  is a  global  leader  in the  design  and  manufacture  of  Smart
VideoconferencingTM  systems.  The new VTEL has installed systems in some of the
largest and most  recognized  organizations  in the United States and around the
world,  including:  Microsoft Corp.,  Boeing,  Nortel, BMW AG,  Hewlett-Packard,
Deloitte & Touche, General Electric,  VHA, Inc., Australia & New Zealand Banking
Group Ltd.,  the  University of Notre Dame,  the National  Ministry of Posts and
Telecommunications in China and the U.S. Army T-Net.                            

 ###

CORPDAL:66690.1 22768-00022                                                     
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VTEL is a registered trademark of VTEL Corporation.  Smart Videconferencing is a
trademark of VTEL Corporation.                                                  

VTEL Corporation, 108 Wild Basin Road, Austin, Texas 78746                      
512-314-2700, FAX: 512-314-2792                                                 
VTEL Website: www.vtel.com                                                      

CORPDAL:66690.1 22768-00022                                                     
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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		6/5/97		3
		5/27/97		2		5
For Period End:		5/23/97		1		2			8-K/A,  SC 13D/A
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