POLYCOM INC
8-K, 1997-09-09
TELEPHONE & TELEGRAPH APPARATUS
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               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549

                      --------------------

                           FORM 8-K

                        CURRENT REPORT

             PURSUANT TO SECTION 13 OR 15(d) OF THE

                SECURITIES EXCHNAGE ACT OF 1934





DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  SEPTEMBER 3, 1997
                                                 -------------------

                         POLYCOM, INC.
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         (Exact name of registrant as specified in charter)

    Delaware                         0-27987                  94-3128324
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(State or other jurisdiction       (Commission              (IRS Employer
of incorporation)                  File Number)             Identification No.)

2584 Junction Avenue, San Jose, California                       95134
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(Address of principal executive offices)                       (Zip Code)

Company's telephone number, including area code:  (408) 526-9000
                                                ---------------------------


- ---------------------------------------------------------------------------
      (Former name or former address, if changed since last report.)

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ITEM 5.

         (a)  On September 3, 1997, VTEL Corporation filed a lawsuit in the 
              District Court in Travis County, Texas against ViaVideo 
              Communications, Inc. and its founders (who were formerly employed 
              by VTEL). In the lawsuit, VTEL alleges breach of contract, breach 
              of confidential relationship, disclosure of proprietary 
              information, and related allegations.

              In June of 1997, Polycom announced an agreement to acquire 
              ViaVideo Communications, Inc., a company dedicated to the 
              development of videoconferencing equipment for 9.7 million shares 
              of Polycom common stock, plus up to an additional 300,000 shares 
              based on future option grants by ViaVideo. The transaction is
              expected to be completed during the fourth quarter of 1997
              or the first quarter of 1998 and is subject to various 
              conditions which include the first customer shipment by 
              ViaVideo of its initial videoconferencing system no later
              than March 31, 1998 and Polycom's share priced preceding
              the acquisition to be at or above $3.00 per share. There can 
              be no guarantee that ViaVideo will meet the required milestones,
              that the shareholders will approve the merger or of the market 
              acceptance and future profitability of this business.

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ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a)  Financial Statements of Business Acquired. Not applicable.

         (b)  Forma Financial Information. Not applicable.

         (c)  Exhibits: None

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                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned hereunto duly authorized.


                                              POLYCOM, INC.




Dated: September 9, 1997                      By:   /s/ Michael R. Kourey
                                                    ---------------------
                                                    ----
                                              Michael R. Kourey, Vice President,
                                              Finance and Administration, Chief
                                              Financial Officer and Secretary










                          [SIGNATURE PAGE TO FORM 8-K]





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