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
