POLYCOM INC
SC 13D/A, 1998-04-02
TELEPHONE & TELEGRAPH APPARATUS
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SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)

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 6, 1998
(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                    853,705(1)
BENEFICIALLY       (8)  SHARED VOTING POWER
OWNED BY                  0
EACH               (9)  SOLE DISPOSITIVE POWER
REPORTING                 853,705(1)
PERSON             (10) SHARED DISPOSITIVE POWER
WITH                      0

11)        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             853,705(1)

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

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

              Less than 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                    853,705(1)
BENEFICIALLY       (8)  SHARED VOTING POWER
OWNED BY                  0
EACH               (9)  SOLE DISPOSITIVE POWER
REPORTING                 853,705(1)
PERSON             (10) SHARED DISPOSITIVE POWER
WITH                      0

11)        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             853,705(1)

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

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

              Less than 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 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

            AF

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                    853,705(1)
BENEFICIALLY       (8)  SHARED VOTING POWER
OWNED BY                  0
EACH               (9)  SOLE DISPOSITIVE POWER
REPORTING                 853,705(1)
PERSON             (10) SHARED DISPOSITIVE POWER
WITH                      0

11)        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             853,705(1)

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

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

              Less than 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

            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                    853,705(2)
BENEFICIALLY       (8)  SHARED VOTING POWER
OWNED BY                  0
EACH               (9)  SOLE DISPOSITIVE POWER
REPORTING                 853,705(2)
PERSON             (10) SHARED DISPOSITIVE POWER
WITH                      0

11)        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             853,705(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, Norwest Equity Capital,
     L.L.C. and Itasca NEC, L.L.C.  See the cover pages for Norwest
     Equity Partners V, Norwest Equity Capital, L.L.C. and Itsaca NEC, 
     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                    853,705(2)
BENEFICIALLY       (8)  SHARED VOTING POWER
OWNED BY                  0
EACH               (9)  SOLE DISPOSITIVE POWER
REPORTING                 853,705(2)
PERSON             (10) SHARED DISPOSITIVE POWER
WITH                      0

11)        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             853,705(2)

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

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

              Less than 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, by Norwest Equity Capital,
     L.L.C. and Itasca NEC, L.L.C.  See the cover pages for Norwest 
     Equity Partners V, Norwest Equity Capital, L.L.C. and Itasca NEC,
     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                    853,705(2)
BENEFICIALLY       (8)  SHARED VOTING POWER
OWNED BY                  0
EACH               (9)  SOLE DISPOSITIVE POWER
REPORTING                 853,705(2)
PERSON             (10) SHARED DISPOSITIVE POWER
WITH                      0

11)        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             853,705(2)

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

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

              Less than 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, Norwest Equity Capital,
     L.L.C. and Itasca NEC, 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                    853,705(2)
BENEFICIALLY       (8)  SHARED VOTING POWER
OWNED BY                  0
EACH               (9)  SOLE DISPOSITIVE POWER
REPORTING                 853,705(2)
PERSON             (10) SHARED DISPOSITIVE POWER
WITH                      0

11)        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             853,705(2)

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

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

              Less than 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, Norwest Equity Capital,
     L.L.C. and Itaca NEC, 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.

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., Norwest Equity 
Partners V and Itasca, NEC, L.L.C.  Norwest Equity Capital, L.L.C. 
and Norwest Equity Partners IV used working capital to acquire their 
respective shares.  Itasca NEC, L.L.C received its shares as part of 
a distribution from Norwest Capital, L.L.C., which used its working 
capital to acquire the 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., Itasca NEC, 
L.L.C., and 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 853,705 shares of Common 
     Stock.  Norwest Equity Capital, L.L.C. is the record holder of 
     150,000 shares.  Norwest Equity Partners V is the record holder 
     of 659,341 shares.  Itasca NEC, L.L.C. is the record holder of 
     44,364 shares.  Messrs. Haggerty, Lindahl and Still may be 
     deemed to beneficially own 853,705 shares by reason of their 
     affiliation with Norwest Equity Capital, L.L.C., Norwest Equity 
     Partners V and Itasca NEC, L.L.C.  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.  Itasca NEC, L.L.C. has sole voting and sole disposition 
     power 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:

     On March 6, 1998, Norwest Equity Capital, L.L.C. distributed
     350,000 shares including 44,364 to Itasca NEC, L.L.C.

(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 26, 1998

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.



11





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