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Asure Software Inc – ‘8-K’ for 1/6/97

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

Previous ‘8-K’:  ‘8-K’ on 7/15/96 for 7/10/96   ·   Next:  ‘8-K’ on 6/5/97 for 5/23/97   ·   Latest:  ‘8-K’ on 12/28/20 for 12/24/20

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/15/97  Asure Software Inc                8-K:5,7     1/06/97    4:259K                                   Jenkens & Gilchrist, PC

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 


8-K   —   Vtel Corporation 8-K Filing
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 5. Other Events
"Item 7. Financial Statements and Exhibits
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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: January 6, 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:59987.1 22768-00022 1
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ITEM 5. OTHER EVENTS. On January 6, 1997, VTEL Corporation, a Delaware corporation ("VTEL"), VTEL-Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of VTEL ("Merger Sub"), and Compression Labs, Incorporated, a Delaware corporation ("CLI"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into CLI (the "Merger"), 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"), will be 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"), will be 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). The Merger is conditioned upon, among other things, approval by holders of a majority of VTEL Common Stock, by holders of a majority of CLI Common Stock, and upon receipt of certain regulatory and governmental approvals. The Merger Agreement is attached as Exhibit 1 hereto and its terms are incorporated herein by reference. Simultaneously with their execution and delivery of the Merger Agreement, VTEL and CLI entered into a stock option agreement (the "Stock Option Agreement") pursuant to which CLI granted VTEL the right, upon the terms and subject to the conditions set forth therein, to purchase up to 3,120,500 shares of CLI Common Stock at a price of $4.6575 per share. The Stock Option Agreement is attached as Exhibit 2 hereto, and its terms are incorporated herein by reference. A copy of the Press Release, dated January 7, 1997, issued by VTEL and CLI relating to the Merger is attached as Exhibit 3 hereto and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 1. Agreement and Plan of Merger and Reorganization, dated as of January 6, 1997, by and among VTEL Corporation, VTEL-Sub, Inc., and Compression Labs, Incorporated. 2. Stock Option Agreement, dated as of January 6, 1997, by and between Compression Labs, Incorporated (as "Issuer") and VTEL Corporation (as "Grantee"). 3. Press Release, dated January 7, 1997, relating to transactions between VTEL Corporation and Compression Labs, Incorporated. CORPDAL:59987.1 22768-00022 2
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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: January 15, 1997. VTEL CORPORATION By:/s/Rodney S. Bond ------------------------ Name: Rodney S. Bond Title: Vice President-Finance CORPDAL:59987.1 22768-00022 3
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EXHIBIT INDEX Sequentially Exhibit Numbered No. Exhibit Description Page 99.1 Agreement and Plan of Merger and Reorganization, dated as of January 6, 1997, by and among VTEL Corporation, VTEL-Sub, Inc., and Compression Labs, Incorporated 99.2 Stock Option Agreement, dated as of January 6, 1997, by and between Compression Labs, Incorporated (as "Issuer") and VTEL Corporation (as "Grantee") 99.3 Press Release, dated January 7, 1997, relating to transactions between VTEL Corporation and Compression Labs, Incorporated CORPDAL:59987.1 22768-00022 4

Dates Referenced Herein

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
Filed on:1/15/973None on these Dates
1/7/9724
For Period End:1/6/9714
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Filing Submission 0000899078-97-000004   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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