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

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 

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

8-K
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
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

8-K
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
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

8-K
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
 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

8-K
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
 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:		1/15/97		3					None on these Dates
		1/7/97		2		4
For Period End:		1/6/97		1		4
									List all Filings