SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Polycom, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
73172K104
(CUSIP Number)
Mary E. Schaffner
Robert J. Kaukol
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479
(612) 667-0628
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 13, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition of which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or 94), check
the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 73172K104
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Equity Capital, L.L.C.
Tax Identification No. 41-1814661
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (7) SOLE VOTING POWER
SHARES 957,541(1)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 957,541(1)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,541(1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
14) TYPE OF REPORTING PERSON
OO (limited liability company)
______________________
(1) Consists of the total number of shares of common stock of Polycom,
Inc. held of record by all reporting persons. The respective
number of shares, if any, held of record by each reporting person
is set forth in Item 5 of this statement.
SCHEDULE 13D
CUSIP NO. 73172K104
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Equity Partners V
Tax Identification No. 41-1799874
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (7) SOLE VOTING POWER
SHARES 957,541(1)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 957,541(1)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,541(1)
12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
14) TYPE OF REPORTING PERSON
PN
______________________
(1) Consists of the total number of shares of common stock of Polycom,
Inc. held of record by all reporting persons. The respective
number of shares, if any, held of record by each reporting person
is set forth in Item 5 of this statement.
SCHEDULE 13D
CUSIP NO. 73172K104
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca Partners V
Tax Identification No. 41-1799877
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable(1)
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (7) SOLE VOTING POWER
SHARES 957,541(2)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 957,541(2)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,541(2)
12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
14) TYPE OF REPORTING PERSON
PN
______________________
(1) The reporting person is not a record holder of any shares of
common stock of Polycom, Inc. The shares of Polycom, Inc.
common stock that are the subject of this statement are held of
record by Norwest Equity Partners V and by Norwest Equity Capital,
L.L.C. See the cover pages for Norwest Equity Partners V and
Norwest Equity Capital, L.L.C. and Item 3 for information
concerning the source of funds used to purchase their respective
shares of Polycom, Inc. common stock.
(2) Consists of the total number of shares of common stock of Polycom,
Inc. held of record by all reporting persons. The respective
number of shares, if any, held of record by each reporting person
is set forth in Item 5 of this statement.
SCHEDULE 13D
CUSIP NO. 73172K104
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca NEC, L.L.C.
Tax Identification No. 41-1815097
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable(1)
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (7) SOLE VOTING POWER
SHARES 957,541(2)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 957,541(2)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,541(2)
12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
14) TYPE OF REPORTING PERSON
OO (limited liability company)
______________________
(1) The reporting person is not a record holder of any shares of
common stock of Polycom, Inc. The shares of Polycom, Inc.
common stock that are the subject of this statement are held of
record by Norwest Equity Partners V and by Norwest Equity Capital,
L.L.C. See the cover pages for Norwest Equity Partners V and
Norwest Equity Capital, L.L.C. and Item 3 for information
concerning the source of funds used to purchase their respective
shares of Polycom, Inc. common stock.
(2) Consists of the total number of shares of common stock of Polycom,
Inc. held of record by all reporting persons. The respective
number of shares, if any, held of record by each reporting person
is set forth in Item 5 of this statement.
SCHEDULE 13D
CUSIP NO. 73172K104
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel J. Haggerty
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable(1)
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF (7) SOLE VOTING POWER
SHARES 957,541(2)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 957,541(2)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,541(2)
12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
14) TYPE OF REPORTING PERSON
IN
______________________
(1) The reporting person is not a record holder of any shares of
common stock of Polycom, Inc. The shares of Polycom, Inc.
common stock that are the subject of this statement are held of
record by Norwest Equity Partners V and by Norwest Equity Capital,
L.L.C. See the cover pages for Norwest Equity Partners V and
Norwest Equity Capital, L.L.C. and Item 3 for information
concerning the source of funds used to purchase their respective
shares of Polycom, Inc. common stock.
(2) Consists of the total number of shares of common stock of Polycom,
Inc. held of record by all reporting persons. The respective
number of shares, if any, held of record by each reporting person
is set forth in Item 5 of this statement.
SCHEDULE 13D
CUSIP NO. 73172K104
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John E. Lindahl
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable(1)
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF (7) SOLE VOTING POWER
SHARES 957,541(2)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 957,541(2)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,541(2)
12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
14) TYPE OF REPORTING PERSON
IN
______________________
(1) The reporting person is not a record holder of any shares of
common stock of Polycom, Inc. The shares of Polycom, Inc.
common stock that are the subject of this statement are held of
record by Norwest Equity Partners V and by Norwest Equity Capital,
L.L.C. See the cover pages for Norwest Equity Partners V and
Norwest Equity Capital, L.L.C. and Item 3 for information
concerning the source of funds used to purchase their respective
shares of Polycom, Inc. common stock.
(2) Consists of the total number of shares of common stock of Polycom,
Inc. held of record by all reporting persons. The respective
number of shares, if any, held of record by each reporting person
is set forth in Item 5 of this statement.
SCHEDULE 13D
CUSIP NO. 73172K104
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George J. Still, Jr.
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable(1)
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
NUMBER OF (7) SOLE VOTING POWER
SHARES 957,541(2)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 957,541(2)
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,541(2)
12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ].
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
14) TYPE OF REPORTING PERSON
IN
______________________
(1) The reporting person is not a record holder of any shares of
common stock of Polycom, Inc. The shares of Polycom, Inc.
common stock that are the subject of this statement are held of
record by Norwest Equity Partners V and by Norwest Equity Capital,
L.L.C. See the cover pages for Norwest Equity Partners V and
Norwest Equity Capital, L.L.C. and Item 3 for information
concerning the source of funds used to purchase their respective
shares of Polycom, Inc. common stock.
(2) Consists of the total number of shares of common stock of Polycom,
Inc. held of record by all reporting persons. The respective
number of shares, if any, held of record by each reporting person
is set forth in Item 5 of this statement.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, par value $.0005 per share
(the "Common Stock") of Polycom, Inc., whose executive offices are
located at 2584 Junction Avenue, San Jose, California 95134-1902.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This statement is filed by the entities and persons listed
below:
Norwest Equity Capital, L.L.C.
Norwest Equity Partners V
Itasca NEC, L.L.C.
Itasca Partners V
Daniel J. Haggerty
John E. Lindahl
George J. Still, Jr.
Norwest Equity Capital, L.L.C. is a Minnesota limited
liability company, of which Itasca NEC, L.L.C. is the
managing member. Itasca NEC, L.L.C. is also a Minnesota
limited liability company, of which Messrs. Haggerty,
Lindahl and Still are the managing members.
Norwest Equity Partners V is a Minnesota limited partnership,
of which Itasca Partners V is the general partner. Itasca
Partners V is also a Minnesota limited partnership, of which
Messrs. Haggerty, Lindahl and Still are the general partners.
Mr. Haggerty is the President and CEO of Norwest Venture
Capital, Inc. Messrs. Lindahl and Still are Vice Presidents
of Norwest Venture Capital, Inc. The address of Norwest
Venture Capital, Inc. is 2800 Piper Jaffray Tower, 222 South
Ninth Street, Minneapolis, MN 55479-3388.
(d) During the last five years, none of the persons listed above has
been convicted in any criminal proceedings (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the persons listed above has
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he, she or it
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violations with respect to such laws.
(f) Each of the entities listed above was organized under the laws
of the state of Minnesota. Each of the natural persons listed
above is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock that are the subject of this statement are
held of record by Norwest Equity Capital, L.L.C. and by Norwest Equity
Partners V. Each of these entities used its working capital to acquire
its respective shares.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock that are the subject of this statement are
held of record by Norwest Equity Capital, L.L.C. and by Norwest Equity
Partners V. Each of these entities acquired its respective shares for
investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) All reporting persons, as a group, may be deemed to beneficially
own an aggregate of 957,541 shares of Common Stock. Norwest
Equity Capital, L.L.C. is the record holder of 298,200 shares.
Norwest Equity Partners V is the record holder of 659,341 shares.
Messrs. Haggerty, Lindahl and Still may be deemed to beneficially
own 957,541 shares by reason of their affiliation with Norwest
Equity Capital, L.L.C. and Norwest Equity Partners V. See Item 2
for information concerning this affiliation.
(b) Norwest Equity Capital, L.L.C. has sole voting and sole
disposition power of the shares of Common Stock held of record by
it. Norwest Equity Partners V has sole voting and sole
disposition power of the shares of Common Stock held of record by
it.
(c) During the 60 days preceding the filing of this statement,
there have been no transactions in the Common Stock that were
effected by any reporting person, other than purchases made on
the open market by Norwest Equity Capital, L.L.C., as follows:
01/22/97 - 100,000 shares @ $3.75/share
01/23/97 - 25,000 shares @ $4.00/share
01/27/97 - 10,000 shares @ $4.25/share
02/21/87 - 10,000 shares @ $4.25/share
02/28/97 - 20,000 shares @ $4.375/share
03/03/97 - 10,000 shares @ $4.375/share
03/04/97 - 15,000 shares @ $4.375/share
03/10/97 - 5,000 shares @ $4.375/share
03/11/97 - 6,000 shares @ $4.375/share
03/12/97 - 10,000 shares @ $4.375/share
03/13/97 - 27,200 shares @ $4.375/share
Norwest Equity Partners V acquired the 659,341 shares of Common
Stock held of record by it upon conversion of 659,341 shares of
Polycom Inc.'s Series D preferred stock. The conversion occurred
on April 30, 1996 in connection with Polycom, Inc.'s initial
public offering. Norwest Equity Partners V acquired the shares of
Series D preferred stock on May 17, 1995 for an aggregate
purchase price of $3,000,000.
(d) With the exception of the persons who are the holders of record
of the shares of Common Stock listed above, no other person is
known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by the reporting
persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete, and correct.
Date: March 20, 1997
NORWEST EQUITY CAPITAL, L.L.C.
By: Itasca NEC, L.L.C.
Its: Managing Member
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
Daniel J. Haggerty, a managing member
ITASCA NEC, L.L.C.
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
Daniel J. Haggerty, a managing member
NORWEST EQUITY PARTNERS V
By: Itasca Partners V
Its: General Partner
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
Daniel J. Haggerty, a general partner
ITASCA PARTNERS V
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
Daniel J. Haggerty, a general partner
DANIEL J. HAGGERTY
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
Daniel J. Haggerty
JOHN E. LINDAHL
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
John E. Lindahl
GEORGE J. STILL, JR.
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
George J. Still, Jr.
AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D to
which this Agreement is attached, together with any amendments thereto,
shall be filed by Norwest Equity Capital, L.L.C., Norwest Equity
Partners V, Itasca Partners V, Itasca NEC, L.L.C., Daniel J. Haggerty,
John E. Lindahl and George J. Still, Jr.
Dated: March 20, 1997
NORWEST EQUITY CAPITAL, L.L.C.
By: Itasca NEC, L.L.C.
Its: Managing Member
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
Daniel J. Haggerty, a managing member
ITASCA NEC, L.L.C.
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
Daniel J. Haggerty, a managing member
NORWEST EQUITY PARTNERS V
By: Itasca Partners V
Its: General Partner
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
Daniel J. Haggerty, a general partner
ITASCA PARTNERS V
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
Daniel J. Haggerty, a general partner
DANIEL J. HAGGERTY
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
Daniel J. Haggerty
JOHN E. LINDAHL
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
John E. Lindahl
GEORGE J. STILL, JR.
By: /s/ John P. Whaley
John P. Whaley, Attorney-in-Fact for
George J. Still
8
