Current Report — Form 8-K
Filing Table of Contents
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
EX-20.1 — Other Document or Statement to Security Holders
| EX-20.1 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 20.1
PRESS RELEASE
POLYCOM ANNOUNCES AGREEMENT
TO ACQUIRE VIAVIDEO COMMUNICATIONS
Addition of videoconferencing unit positions Polycom
as first total group conferencing product provider
SAN JOSE, California and AUSTIN, Texas -- June 11, 1997 -- Polycom-Registered
Trademark- , Inc. (NASDAQ: PLCM) and ViaVideo Communications (TM), Inc. today
announced an agreement under which Polycom will acquire ViaVideo
Communications in exchange for 9.7 million new shares of Polycom common
stock. This acquisition will be consummated once Polycom has obtained
shareholder approval and ViaVideo has completed a working production version
of its next-generation group videoconferencing system. In acquiring ViaVideo,
Polycom will become the first manufacturer to offer a full suite of
teleconferencing products for group meeting applications.
"Our acquisition of ViaVideo positions Polycom as the only full-range
provider of premium quality teleconferencing products and will fuel our
continued growth as a global leader in teleconferencing," explained Brian
Hinman, chairman and CEO of Polycom. "ViaVideo's vision will effectively
bring the network computing model to the videoconferencing industry. The
power, simplicity and price point of these products will open the door to
broad scale deployment worldwide for small businesses to large corporations."
"We are pleased to be joining Polycom, as there is a natural synergy between
our companies: we have complementary product lines, we share a common vision
for the development of easy-to-use, intuitive products, and we have common
channels of distribution," stated Craig Malloy, president and CEO of ViaVideo
Communications. "Combining ViaVideo's videoconferencing expertise with
Polycom's global reach, leading teleconferencing products and customer focus,
we can provide an unmatched array of premium quality conferencing solutions."
Craig Malloy, president and CEO of ViaVideo Communications will assume the
role of general manager, videoconferencing products division for Polycom,
reporting to Brian Hinman, Polycom chairman and CEO. Several key ViaVideo
employees have signed three-year employment agreements with Polycom. Robert
Hagerty will remain President and COO of Polycom and Michael Kourey will
remain CFO. The composition of the Polycom Board of Directors will remain the
same.
Under the terms of the agreement, 9.7 million shares of Polycom common stock
(plus up to an additional 300,000 shares based on future option grants by
ViaVideo) will be exchanged for all outstanding shares and options of
ViaVideo. The closing price of Polycom common stock on June 11, 1997 was
$3.875 per share, giving the transaction an approximate value of $37.6
million. 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 transaction will be
accounted for as a pooling of interests and will qualify as a tax-free
reorganization. The transaction is expected to be completed during the first
quarter of 1998 and is subject to various conditions. These closing
conditions include first customer shipment by ViaVideo of its initial
videoconferencing system no later than March 31, 1998 and Polycom's share
price preceding the acquisition to be at or above $3.00 per share.
About Polycom Polycom develops, manufactures and markets teleconferencing
solutions that facilitate meetings at a distance. Polycom has established
itself as the leading worldwide provider of audioconferencing equipment with
products such as SoundStation, SoundStation Premier and SoundPoint, winner of
the Consumer Electronics Show's "Innovations `97" award and Teleconnect's
"Editor's Choice" award. Polycom's innovative dataconferencing product, the
ShowStation document conferencing projector, enables real-time exchange of
data and other images over ordinary phone lines. Named Computer Telephony's
"Editor's Choice," ShowStation is a cost-effective, easy-to-use,
high-resolution dataconferencing solution that enables groups in multiple
locations to simultaneously view, edit and annotate paper or electronic
documents and data in a lights-on environment.
About ViaVideo Communications ViaVideo Communications was founded in
September 1996 with the mission to develop next-generation videoconferencing
solutions for the group conferencing market. Founded by a team of recognized
experts in audio, video and data technology, ViaVideo is developing
state-of-the-art systems designed to deliver high quality, full featured,
easy-to-use videoconferencing solutions to the market. ViaVideo currently has
patents filed and in the filing process on its audio and video technology.
Additional information can be found on the World Wide Web at www.polycom.com
and www.viavideo.com.
Except for the historical information contained herein, the matters discussed
in this news release are forward looking statements that involve risk and
uncertainties, including the risks associated with integrating the two
companies, the market acceptance and the risks associated with this emerging
market, the development and acceptance of the company's products, the impact
of competitive products and pricing, and the other risks detailed from time
to time in the Company's SEC reports, including the Form 10-K, filed March
26, 1997 and form 10-Q filings.
Polycom, the Polycom logo design, SoundStation, and ShowStation are
registered trademarks and SoundStation Premier and SoundPoint are trademarks
of Polycom, Inc. in the U.S. and various countries. ViaVideo Communications
is a trademark of ViaVideo Communications, Inc.
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000912057-97-027565 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 4:30:39.2am ET 
