POLYCOM INC
SC 13D/A, 1997-04-25
TELEPHONE & TELEGRAPH APPARATUS
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SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)

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)

April 15, 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 (4), 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                    1,159,341(1)
BENEFICIALLY       (8)  SHARED VOTING POWER
OWNED BY                  0
EACH               (9)  SOLE DISPOSITIVE POWER
REPORTING                 1,159,341(1)
PERSON             (10) SHARED DISPOSITIVE POWER
WITH                      0

11)        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,159,341(1)

12)        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
           CERTAIN SHARES [ ].

13)        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              6%

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                    1,159,341(1)
BENEFICIALLY       (8)  SHARED VOTING POWER
OWNED BY                  0
EACH               (9)  SOLE DISPOSITIVE POWER
REPORTING                 1,159,341(1)
PERSON             (10) SHARED DISPOSITIVE POWER
WITH                      0

11)        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,159,341(1)

12)        CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
           CERTAIN SHARES [ ].

13)        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              6%

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                    1,159,341(2)
BENEFICIALLY       (8)  SHARED VOTING POWER
OWNED BY                  0
EACH               (9)  SOLE DISPOSITIVE POWER
REPORTING                 1,159,341(2)
PERSON             (10) SHARED DISPOSITIVE POWER
WITH                      0

11)        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,159,341(2)

12)        CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
           CERTAIN SHARES [ ].

13)        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              6%

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                    1,159,341(2)
BENEFICIALLY       (8)  SHARED VOTING POWER
OWNED BY                  0
EACH               (9)  SOLE DISPOSITIVE POWER
REPORTING                 1,159,341(2)
PERSON             (10) SHARED DISPOSITIVE POWER
WITH                      0

11)        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,159,341(2)

12)        CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
           CERTAIN SHARES [ ].

13)        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              6%

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                    1,159,341(2)
BENEFICIALLY       (8)  SHARED VOTING POWER
OWNED BY                  0
EACH               (9)  SOLE DISPOSITIVE POWER
REPORTING                 1,159,341(2)
PERSON             (10) SHARED DISPOSITIVE POWER
WITH                      0

11)        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,159,341(2)

12)        CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
           CERTAIN SHARES [ ].

13)        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              6%

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                    1,159,341(2)
BENEFICIALLY       (8)  SHARED VOTING POWER
OWNED BY                  0
EACH               (9)  SOLE DISPOSITIVE POWER
REPORTING                 1,159,341(2)
PERSON             (10) SHARED DISPOSITIVE POWER
WITH                      0

11)        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,159,341(2)

12)        CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
           CERTAIN SHARES [ ].

13)        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              6%

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                    1,159,341(2)
BENEFICIALLY       (8)  SHARED VOTING POWER
OWNED BY                  0
EACH               (9)  SOLE DISPOSITIVE POWER
REPORTING                 1,159,341(2)
PERSON             (10) SHARED DISPOSITIVE POWER
WITH                      0

11)        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,159,341(2)

12)        CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES
           CERTAIN SHARES [ ].

13)        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              6%

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:

     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
     03/18/97 - 10,000 shares @ $4.125/share
     03/19/97 - 10,000 shares @ $4.125/share
     03/26/97 - 10,000 shares @ $4.125/share
     03/31/97 - 15,000 shares @ $4.125/share
     04/07/97 - 65,000 shares @ $4.125/share
     04/10/97 - 20,000 shares @ $4.125/share
     04/11/97 - 15,000 shares @ $4.125/share
     04/14/97 - 16,800 shares @ $4.125/share
     04/15/97 - 40,000 shares @ $4.0625/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:  April 23, 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.






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