<PAGE>
----------------------------
OMB APPROVAL
----------------------------
OMB Number: 3235-0060
Expires: May 31, 2000
Estimated average burden
hours per response.....5.00
----------------------------
UNITED STATES
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 (Date of earliest event reported) June 18, 1999
-----------------------
TALK VISUAL CORPORATION
------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-28330 95-4561156
- ----------------------------------- ---------------- ------------------
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
One Canal Park
3rd Floor
Cambridge, Massachusetts 02142
------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 679-0300
--------------
Not Applicable
--------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On September 14, 1998, Talk Visual Corporation, formerly known as
Legacy Software Inc., a Delaware corporation ("Talk Visual" or the
"Registrant"), Legacy Software Acquisition, Inc., a Florida corporation and a
wholly owned subsidiary of the Registrant ("Sub"), and Videocall International
Corporation, a Florida corporation ("Videocall"), entered into an Agreement and
Plan of Merger (the "Merger Agreement") providing for the acquisition of
Videocall by the Registrant through the merger (the "Merger") of Videocall into
Sub. On September 14, 1998, the respective Boards of Directors of the
Registrant and Videocall approved and adopted the Merger and the Merger
Agreement. On June 15, 1999, the holders of a majority of the issued and
outstanding shares of common stock, $.01 par value, of Videocall ("Videocall
Common Stock") agreed to approve and adopt the Merger Agreement. On June 15,
1999, at the Special Meeting of Shareholders of Talk Visual (the "Talk Visual
Meeting"), the holders of a majority of the issued and outstanding shares of
common stock, $.001 par value, of Talk Visual ("Talk Visual Common Stock") and
the holders of a majority of the shares of Talk Visual Common Stock not issued
by Talk Visual to Videocall or any of its affiliates voting at the Talk Visual
Meeting voted to approve the Merger. The Merger was consummated and became
effective as of the close of business on June 18, 1999, when Articles of Merger
of Videocall with and into Sub were filed with the Department of State of the
State of Florida. As a result of the Merger, Videocall became a wholly owned
subsidiary of the Registrant.
Upon consummation of the Merger, each share of Videocall Common Stock
was converted into the right to receive either (i) one (1) share of Talk Visual
Common Stock or (ii) a combination of shares of Talk Visual Common Stock and
three-year options to purchase Talk Visual Common Stock at an exercise price of
$1 per share on the same one-for-one share basis. In connection with the
foregoing, the Registrant intends to issue to the holders of Videocall Common
Stock immediately after the effective time of the Merger an aggregate of
approximately 19,841,400 shares of Talk Visual Common Stock and options to
purchase 15,608,477 shares of Talk Visual Common Stock.
For a more detailed description of the Merger, reference is made to
the Proxy Statement/Prospectus/Notification of Merger (the "Proxy
Statement/Prospectus/Notification of Merger") included in Talk Visual's
Registration Statement on Form S-4 (File No. 333-79597) declared effective by
the Securities and Exchange Commission on June 1, 1999. For a description of
the nature of any material relationship between Videocall or its directors,
officers and affiliates and Talk Visual or its directors, officers and
affiliates, reference is made to the Proxy Statement/Prospectus/Notification of
Merger.
Prior to the Merger, Videocall used its assets (including plant,
equipment or other physical property) to develop and market videoconferencing
and videocall services for individuals and business customers. The Registrant
intends that Videocall, as a wholly owned subsidiary of the Registrant, will
continue to use such assets for the same purpose.
Subsequent to the Merger, it is Talk Visual's intention that Videocall
will be operated by substantially all of the officers of Videocall prior to the
Merger. Michael J. Zwebner, Chairman of the Board, Eugene Rosov, President and
Chief Executive Officer, Richard Sablon, Chief Technology Officer, C. Harold
Snyder, Chief Financial Officer, Sal Gilbertie,
2
<PAGE>
Director of Corporate Finance, and Charles Zwebner, Vice President, will
continue in their respective positions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of business acquired.
--- -----------------------------------------
(i) The consolidated financial statements of Videocall for the
eleven month period ended December 31, 1998 were included in
the Proxy Statement/Prospectus/Notification of Merger at
pages F-23 through F-37, included in the Registration
Statement on Form S-4 of the Registrant (File No. 333-79597)
declared effective by the Commission on June 1, 1999,
incorporated herein as Exhibit 99(a) and made part hereof by
reference.
(ii) The consolidated financial statements of Videocall for the
three months ended March 31, 1999 were included in the Proxy
Statement/Prospectus/Notification of Merger at pages F-46
through F-50, included in the Registration Statement on
Form S-4 of the Registrant (File No. 333-79597) declared
effective by the Commission on June 1, 1999, incorporated
herein as Exhibit 99(a) and made part hereof by reference.
(b) Pro forma financial information.
--- -------------------------------
Pro forma financial information for the fiscal year ended
December 31, 1998 and the three months ended March 31, 1999 was
included in the Proxy Statement/Prospectus/Notification of Merger
at pages 41 through 46, included in the Registration Statement on
Form S-4 of the Registrant (File No. 333-79597) declared
effective by the Commission on June 1, 1999, incorporated herein
as Exhibit 99(a) and made part hereof by reference.
(c) Exhibits
--------
The exhibits required to be filed as part of this Report are
listed in the attached Index to Exhibits.
3
<PAGE>
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 hereunto duly authorized.
TALK VISUAL CORPORATION
-----------------------
(Registrant)
Date: June 25, 1999 By: /s/
-------------------------------------
C. Harold Snyder
Vice President and
Chief Financial Officer
4
<PAGE>
Index to Exhibits
<TABLE>
<CAPTION>
Sequential
Page Location
<S> -------------
<C>
2(a) Agreement and Plan of Merger dated as of September 14, --
1998 among Talk Visual Corporation, f/k/a Legacy
Software, Inc. ("Talk Visual" or the "Registrant"),
Legacy Software Acquisition, Inc. ("Sub"), and
Videocall International Corporation ("Videocall")
(incorporated herein by reference to Annex A to the
Proxy Statement/Prospectus/Notification of Merger,
included in the Registration Statement on Form S-4 of
the Registrant (File No. 333-79597) declared effective
by the Commission on June 1, 1999).
2(b) Amendment No. 1 to Agreement and Plan of Merger dated as --
of December 1, 1998 among Talk Visual, Sub and
Videocall (incorporated herein by reference to Annex A
to the Proxy Statement/Prospectus/Notification of
Merger, included in the Registration Statement on Form
S-4 of the Registrant (File No. 333-79597) declared
effective by the Commission on June 1, 1999).
23(a) Consent of Mayer Rispler & Company, P.C. (incorporated --
herein by reference to Exhibit 23(i) to the
Registration Statement on Form S-4 of the Registrant
(File No. 333-79597) declared effective by the
Commission on June 1, 1999).
23(b) Consent of BDO Seidman, LLP (incorporated herein by --
reference to Exhibit 23(ii) to the Registration
Statement on Form S-4 of the Registrant (File No. 333-
79597) declared effective by the Commission on June 1,
1999).
23(c) Consent of Mayer Rispler & Company, P.C. (incorporated --
herein by reference to Exhibit 23(iii) to the
Registration Statement on Form S-4 of the Registrant
(File No. 333-79597) declared effective by the
Commission on June 1, 1999).
23(d) Consent of Haythe & Curley (incorporated herein by --
reference to Exhibit 23(iv) to the Registration
Statement on Form S-4 of the Registrant (File No. 333-
79597) declared effective by the Commission on June 1,
1999).
23(e) Consent of Haythe & Curley (incorporated herein by --
reference to Exhibit 23(v) to the Registration
Statement on Form S-4 of the Registrant (File No. 333-
79597) declared effective by the Commission on June 1,
1999).
99(a) Proxy Statement/Prospectus/Notification of Merger --
included in the Registration Statement on Form S-4 of
the Registrant (File No. 333-79597, incorporated herein
by reference) declared effective by the Commission on
June 1, 1999.
99(b) Press release dated June 15, 1999. 7
</TABLE>
<PAGE>
TALK VISUAL CLOSES MERGER WITH VIDEOCALL INTERNATIONAL
- -------------------------------------------------------------------------------
CAMBRIDGE MA--(BUSINESS WIRE)--15 June 1999-- Talk Visual Corporation
(OTC-BB: TVCP news) announced today that at the Special Shareholders' Meeting
held at 10:00 AM EST at the company's world headquarters in Cambridge,
Massachusetts, the shareholders of Talk Visual Corporation voted overwhelmingly
to approve the merger of the company with Videocall International Corporation.
According to company Chairman Michael J. Zwebner, "We are pleased with the
response of the shareholders, and delighted with the end result. Approximately
75% of the shareholders replied to the proxy and sent in the proxy forms
supplied. Of the shareholders who replied, 99% voted in favour of the merger."
The company's Chief Financial Officer, C. Harold Snyder, confirmed that "the
merged entity has a balance sheet of approximately $18 million in total assets."
More information on Talk Visual can be found at the company's website on the
Worldwide Web at www.talkvisual.com. The company's full-color newspaper, the
------------------
"Talk Visual News," is available at the company's website. The newspaper
contains details and pictures of management and staff, and outlines recent
developments in company locations and business relationships around the world.
Except for historical information contained herein, the statements in this
release (including without limitation, statements indicating that the company
"expects," "estimates," "anticipates," or "believes" and all other statements
concerning future financial results, product offerings or other events that have
not yet occurred) are forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995,
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended. Additional information on these and
other factors are included in the company's Form 10-KSB for the Fiscal Year
ended Dec. 31, 1998, as filed with the Securities and Exchange Commission.
- --------------------------------------------------------------------------------
Contact: Talk Visual Corporation, Noelle A. Galperin, (617) 679-0300
[email protected]
- ------------------------
