POLYCOM INC
S-3, 1998-05-12
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1998
                                                     REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                                 POLYCOM, INC.
 
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                              <C>                            <C>
           DELAWARE                  2584 JUNCTION AVENUE            94-3128324
   (State of incorporation)       SAN JOSE, CALIFORNIA 95134      (I.R.S. Employer
                                        (408) 526-9000          Identification No.)
</TABLE>
 
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
 
                               MICHAEL R. KOUREY
                            CHIEF FINANCIAL OFFICER
                                 POLYCOM, INC.
                              2584 JUNCTION AVENUE
                           SAN JOSE, CALIFORNIA 95134
                                 (408) 526-9000
 
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
 
                         ------------------------------
 
                                   COPIES TO:
 
                            MARK A. BERTELSEN, ESQ.
                           JAMES N. STRAWBRIDGE, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                          PALO ALTO, CALIFORNIA 94304
                                 (650) 493-9300
 
                         ------------------------------
 
        Approximate date of commencement of proposed sale to the public:
   FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
 
    If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /X/
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
- ------------------
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- ------------------
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
                         ------------------------------
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
                                                                   PROPOSED MAXIMUM    PROPOSED MAXIMUM
           TITLE OF EACH CLASS OF                 AMOUNT TO         OFFERING PRICE        AGGREGATE           AMOUNT OF
        SECURITIES TO BE REGISTERED             BE REGISTERED        PER SHARE(1)     OFFERING PRICE(1)    REGISTRATION FEE
<S>                                           <C>                 <C>                 <C>                 <C>
Common Stock, par value $0.0005 per share...      1,020,476            $14.875           $15,179,581            $4,478
</TABLE>
 
(1) Estimated solely for the purpose of computing the registration fee required
    by Section 6(b) of the Securities Act and computed pursuant to Rule 457(c)
    under the Securities Act based upon the average of the high and low prices
    of the Common Stock on May 6, 1998 as reported on the Nasdaq National
    Market.
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
<PAGE>
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED MAY 12, 1998
                                1,020,476 SHARES
 
                                     [LOGO]
 
                                  COMMON STOCK
                                ---------------
 
    This Prospectus relates to the public offering, which is not being
underwritten, of up to 1,020,476 shares of Common Stock, par value $0.0005 per
share (the "Shares"), of Polycom, Inc. ("Polycom" or the "Company"), which may
be offered from time to time by the Stockholders of the Company or by pledgees,
donees, transferees or other successors in interest that receive such shares as
a gift, partnership distribution or other non-sale related transfer (the
"Selling Stockholders"). The Company will receive no part of the proceeds of
such sales. All of the Shares were originally issued by the Company in
connection with a Stock Warrant Agreement between the Company and Minnesota
Mining and Manufacturing Corporation, a Delaware corporation, ("3M") dated March
28, 1997 (the "Agreement") entered into as part of a Joint Marketing and
Development Agreement dated March 28, 1997, by and between the Company and 3M.
The Shares were issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
provided by Section 4(2) thereunder. The Shares are being registered by the
Company pursuant to the Agreement.
 
    The Shares may be offered by the Selling Stockholders from time to time in
one or more transactions as described under "Plan of Distribution." To the
extent required, the number of shares to be sold, the name of the Selling
Stockholders, the purchase price, the name of any agent or broker-dealer, and
any applicable commissions, discounts or other items constituting compensation
to such agent or broker-dealer with respect to a particular offering will be set
forth in a supplement or supplements to this Prospectus (each, a "Prospectus
Supplement"). The aggregate proceeds to the Selling Stockholders from the sale
of the shares offered from time to time hereby will be the purchase price of the
shares sold less commissions, discounts and other compensation, if any, paid by
the Selling Stockholders to any agent or broker-dealer. The price at which any
of the Shares may be sold, and the commissions, if any paid in connection with
any such sale, are unknown and may vary from transaction to transaction. The
Company will pay all expenses incident to the offering and sale of the Shares to
the public other than any commissions and discounts of underwriters, dealers or
agents and any transfer taxes.
 
    The Company's Common Stock is listed on the NASDAQ National Market under the
symbol "PLCM." On May 11, 1998, the last sale price of the Company's Common
Stock was $16.375 per share.
                            ------------------------
 
    THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 4
HEREOF.
                            ------------------------
 
    The Securities and Exchange Commission (the "Commission") may take the view
that, under certain circumstances, the Selling Stockholders and any
broker-dealers or agents that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act. Commissions, discounts or concessions received by any
such broker-dealer or agent may be deemed to be underwriting commissions under
the Securities Act. The Company and the Selling Stockholders have agreed to
certain indemnification arrangements. See "Plan of Distribution."
                            ------------------------
 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
     EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
         PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
            REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                            ------------------------
 
                  THE DATE OF THIS PROSPECTUS IS       , 1998
<PAGE>
                             AVAILABLE INFORMATION
 
    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Commission. Such reports, proxy and information statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
NW, Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, Seven World Trade Center, Suite 1300, New
York, New York 10048 and Chicago Regional Office, Northwest Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained by mail at prescribed rates from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, NW, Washington,
D.C. 20549. The Commission maintains a web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the site is
http://www.sec.gov. The Common Stock of the Company is listed on the NASDAQ
National Market, and such reports, proxy and information statements and other
information concerning the Company may be inspected at the offices of NASDAQ
Operations, 1735 K Street, NW, Washington, D.C. 20006.
 
    This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Shares offered hereby, reference
is hereby made to the Registration Statement. The Registration Statement may be
inspected at the public reference facilities maintained by the Commission at the
addresses set forth in the preceding paragraph. The Company has filed the
Registration Statement electronically with the Commission via the Commission's
Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Statements
contained herein concerning any document filed as an exhibit are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference. The Company intends to distribute
to its Stockholders annual reports containing audited financial statements and
will make available copies of quarterly reports for the first three quarters of
each fiscal year containing unaudited interim financial information.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
    The following documents filed with the Commission by the Company (File No.
0-27978) pursuant to the Exchange Act are hereby incorporated by reference in
this Prospectus:
 
    1.  The Company's Annual Report on Form 10-K for the fiscal year ended
       December 31, 1997, filed with the Commission on March 13, 1998;
 
    2.  The Company's Registration Statement No. 00-27978 on Form 8-A filed with
       the Commission on March 12, 1996 pursuant to Section 12 of the Exchange
       Act, as amended on April 26, 1996, in which there is described the terms,
       rights and provisions applicable to the Registrant's outstanding Common
       Stock.
 
    All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this Prospectus, to the extent required, and to
be a part of this Prospectus from the date of filing of such reports and
documents.
 
    Any statement contained in a document incorporated by reference into this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
 
    The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon written or oral request of such person, a copy of any or all of
the foregoing documents incorporated by reference into this Prospectus (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Requests for such documents
should be submitted in writing to Investor Relations, Polycom, Inc., 2584
Junction Avenue, San Jose, California 95134 or by telephone at (408) 526-9000.
 
                                       2
<PAGE>
                                  THE COMPANY
 
    Polycom, Inc. ("Polycom" or "the Company") was incorporated in December 1990
to develop, manufacture and market audioconferencing and dataconferencing
products that facilitate meetings at a distance. The Company was engaged
principally in research and development from inception through September 1992,
when it began volume shipments of its first audioconferencing product,
SoundStation. As of December 31, 1997, the Company's audioconferencing product
lines consisted of the SoundStation, SoundStation Premier and SoundPoint product
families. The Company began shipping its first dataconferencing product,
ShowStation, in November 1995. In October 1997, Polycom announced enhancements
to its audioconferencing and dataconferencing product lines and its first
videoconferencing product, the ViewStation, a videoconferencing product by
ViaVideo Communications, Inc., a company recently acquired by Polycom. The
Company markets its products domestically and internationally through a direct
sales force, a network of value-added resellers (VARs), original equipment
manufacturers (OEMs) and retail channels. Through December 31, 1997, the Company
has derived a substantial majority of its net revenues from sales of its
SoundStation products. The Company anticipates that sales of its SoundStation
product line will continue to account for a majority of net revenues at least
through the end of 1998. Any factor adversely affecting the demand or supply for
the SoundStation product line could materially adversely affect the Company's
business, financial condition or results of operations. As used herein, the term
"Polycom" or the "Company" refers to Polycom, Inc., its wholly-owned subsidiary,
ViaVideo Communications, Inc., and their subsidiaries, unless the context
otherwise requires or unless otherwise expressly stated.
 
                           FORWARD-LOOKING STATEMENTS
 
    THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE CONTAIN
FORWARD-LOOKING STATEMENTS THAT HAVE BEEN MADE PURSUANT TO THE PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD-LOOKING
STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS ABOUT
THE COMPANY'S INDUSTRY, MANAGEMENT'S BELIEFS, AND ASSUMPTIONS MADE BY
MANAGEMENT. WORDS SUCH AS "ANTICIPATES," "EXPECTS," "INTENDS," "PLANS,"
"BELIEVES," "SEEKS," "ESTIMATES," "TARGETS" AND VARIATIONS OF SUCH WORDS AND
SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS.
THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO
CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT;
THEREFORE, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR
FORECASTED IN ANY SUCH FORWARD-LOOKING STATEMENTS. SUCH RISKS AND UNCERTAINTIES
INCLUDE THOSE NOTED HEREIN AND IN THE DOCUMENTS INCORPORATED HEREIN BY
REFERENCE, INCLUDING THOSE SET FORTH IN THE ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 1997 (THE "FORM 10-K") UNDER "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" ON PAGES 17
THROUGH 29 THEREOF. UNLESS REQUIRED BY LAW, THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE. HOWEVER, INVESTORS SHOULD CAREFULLY
REVIEW THE RISK FACTORS AND OTHER INFORMATION SET FORTH IN THE REPORTS AND OTHER
DOCUMENTS THE COMPANY FILES FROM TIME TO TIME WITH THE COMMISSION.
 
                                       3
<PAGE>
                                  RISK FACTORS
 
    THE SHARES OFFERED HEREBY ARE SPECULATIVE IN NATURE AND INVOLVE A HIGH
DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS AND IN
THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN, THE FOLLOWING RISK FACTORS
SHOULD BE CAREFULLY CONSIDERED IN EVALUATING THE COMPANY AND ITS BUSINESS BEFORE
PURCHASING THE COMMON STOCK OFFERED BY THIS PROSPECTUS.
 
    POTENTIAL FLUCTUATIONS IN OPERATING RESULTS AND FUTURE GROWTH
RATE.  Polycom's operating results have fluctuated in the past and may fluctuate
in the future as a result of a number of factors, including market acceptance of
the next generation of ShowStation products and other new product introductions
and product enhancements by Polycom or its competitors, the prices of Polycom's
or its competitors' products, the mix of products sold, the mix of products sold
directly and through resellers, fluctuations in the level of international
sales, the cost and availability of components, manufacturing costs, the level
and cost of warranty claims, changes in Polycom's distribution network, the
level of royalties to third parties and changes in general economic conditions.
In addition, competitive pressure on pricing in a given quarter could adversely
affect Polycom's operating results for such period, and such price pressure over
an extended period could materially adversely affect Polycom's long-term
profitability. Polycom's ability to maintain or increase net revenues will
depend upon its ability to increase unit sales volumes of its SoundStation,
SoundStation Premier and SoundPoint families of audioconferencing products,
dataconferencing line of products, currently comprised of the ShowStation
products, and videoconferencing line of products currently comprised of the
ViewStation products, and any new products or product enhancements. There can be
no assurance that Polycom will be able to increase unit sales volumes of
existing products, introduce and sell new products or reduce its costs as a
percentage of net revenues.
 
    From inception through the nine-month period ended September 30, 1995, the
Company incurred losses from operations, primarily as a result of its
investments in the development of its products and the expansion of its sales
and marketing, manufacturing and administrative organizations. The Company
achieved profitability in the fourth quarter of 1995 and generated a small
operating income in each quarter of fiscal 1996. The Company incurred a
quarterly operating loss in each quarter of 1997 through September 30, 1997 and
break even results in the fourth quarter of 1997. There can be no assurance that
the Company will achieve its operating plans or achieve profitable operations in
any subsequent period.
 
    Polycom typically ships products within a short time after receipt of an
order, and historically has not had a significant backlog, however, backlog may
fluctuate significantly from period to period. As a result, backlog at any point
in time is not a good indicator of future net revenues and net revenues for any
particular quarter cannot be predicted with any degree of accuracy. Accordingly,
Polycom's expectations for both short- and long-term future net revenues are
based almost exclusively on its own estimate of future demand and not on firm
customer orders. In addition, Polycom has in the past received orders and
shipped a substantial percentage of the total products sold during a particular
quarter in the last several weeks of the quarter. In some cases, these orders
have consisted of distributor stocking orders and Polycom has from time to time
provided special incentives for distributors to purchase more than the minimum
quantities required under their agreements with Polycom. Therefore, Polycom has
been uncertain, throughout most of each quarter, as to the level of revenues it
will achieve in the quarter and the impact that distributor stocking orders will
have on revenues and gross margins in that quarter and subsequent quarters. In
addition, because a substantial percentage of product sales occur at the end of
the quarter, product mix and, therefore, gross margins are difficult to predict.
Further, there can be no guarantee that Polycom's contract manufacturers will be
able to meet product demand before a quarter ends. Polycom anticipates that this
pattern of sales may continue in the future. Expense levels are based, in part,
on these estimates and, since Polycom is limited in its ability to reduce
expenses quickly if orders and net revenues do not meet expectations in a
particular period, operating results would be adversely affected. In addition, a
seasonal demand may develop for Polycom's products in the future. Due to all of
the foregoing factors, it is likely that in some future quarter Polycom's
operating results will be below the
 
                                       4
<PAGE>
expectations of public market analysts and investors. In such event, the price
of Polycom's Common Stock would likely be materially adversely affected.
 
    DEPENDENCE ON NEW PRODUCTS AND TECHNOLOGICAL CHANGE.  Polycom's future
growth is substantially dependent on net revenues generated from sales of new
product introductions in the Company's videoconferencing and dataconferencing
product lines. The markets for videoconferencing products are characterized by
changing technology, evolving industry standards and frequent new product
introductions. The success of Polycom's new videoconferencing products is
dependent on several factors, including proper new product definition, product
cost, timely completion and introduction of new products, differentiation of new
products from those of Polycom's competitors and market acceptance of these
products. Polycom is attempting to address the need to develop new products
through its internal development efforts and joint development relationships
with other companies. There can be no assurance that Polycom will successfully
identify new videoconferencing product opportunities and develop and bring new
videoconferencing products to market in a timely manner, or that
videoconferencing products and technologies developed by others will not render
Polycom's videoconferencing products or technologies obsolete or noncompetitive.
The failure of Polycom's new videoconferencing products development efforts
would have a material adverse effect on Polycom's business, financial condition
and results of operations.
 
    In November 1995, Polycom began customer shipments of its first generation
ShowStation products. ShowStation IP, the next generation ShowStation product,
began shipping to customers in late March 1998, but has not yet began shipping
in significant volume. Dataconferencing is an emerging market and there can be
no assurance that it will develop sufficiently to enable Polycom to achieve
broad commercial acceptance of its ShowStation products. Because the
dataconferencing market is relatively new and evolving, and because current and
future competitors are likely to introduce competing dataconferencing products,
it is difficult to predict the rate at which demand for Polycom's next
generation of ShowStation products will grow, if at all, or to predict the level
of future growth, if any, of the dataconferencing market. If the
dataconferencing market fails to grow, or grows more slowly than anticipated,
Polycom's business, operating results and financial condition would be
materially adversely affected. Although Polycom believes there are currently no
products in the dataconferencing market that offer all of the same functions and
features as the next generation of ShowStation products, there are products that
enable users to participate in a dataconference and other products, such as
multimedia presentation products, that are not designed primarily for
dataconferencing but can be used to provide a dataconferencing solution. There
can be no assurance that the market for dataconferencing products with the
functions and features of the next generation of ShowStation products will
achieve broad commercial acceptance or that the market for Polycom's new
ShowStation products will grow.
 
    Even if the market for dataconferencing products does develop, there can be
no assurance that Polycom's next generation of ShowStation products will achieve
commercial success within such market. Due to the unique nature of the new
ShowStation products, Polycom believes it will be required to incur significant
expenses for sales and marketing, including advertising, to educate potential
customers as to the desirability of ShowStation. Polycom also expects to incur
substantially longer sales cycles with respect to its ShowStation products than
has been the case for the SoundStation products. In addition, the list price of
the ShowStation products, which is significantly higher than the SoundStation
product, could significantly limit consumer acceptance of the ShowStation
products. Furthermore, given the significant differences between the
SoundStation and the ShowStation products, Polycom is developing new
distribution channels for the ShowStation products and there can be no assurance
that Polycom will be successful selling the next generation of ShowStation
products through these distribution channels. In addition, Polycom's ShowStation
products comply with certain layers of the emerging T.120 standard. Increasing
market acceptance and longevity of the T.120 standard is in part a function of
user acceptance and the incorporation of the T.120 standard into personal
computer operating systems, teleconferencing appliances and the network
infrastructure and is therefore difficult to predict. Because of Polycom's focus
on the T.120 standard, Polycom's business, financial condition and results of
operations would be materially
 
                                       5
<PAGE>
adversely affected if another technology were to significantly challenge or
replace the emerging T.120 industry standard. Broad commercialization of
Polycom's next generation of ShowStation products will require Polycom to
overcome significant technological and market development obstacles, many of
which may not be currently foreseen.
 
    Polycom's new ShowStation products are extremely complex and because of the
recent introduction of these products, Polycom has not yet had experience with
respect to the performance and reliability of these products. If Polycom's new
ShowStation products have performance, reliability or quality problems or
shortcomings, then Polycom may experience reduced orders, higher manufacturing
costs and additional warranty and service expenses, which would have a material
adverse effect on Polycom's business, financial condition and results of
operations. For example, Polycom chose to stop shipments of its ShowStation
products from mid-January 1996 through the end of February 1996 to correct
software and other technical problems identified by initial customers. There can
be no assurance that the new ShowStation products will be able to achieve or
sustain commercial acceptance, that sales of the new ShowStation products will
account for a material part of Polycom's net revenues or that Polycom will be
able to achieve volume manufacturing. Failure of the next generation of
ShowStation products to achieve or sustain commercial acceptance, or of Polycom
or its contract manufacturer to achieve volume manufacturing would have a
material adverse effect on Polycom's business, financial condition and results
of operations.
 
    Polycom currently has a significant inventory of monochrome ShowStation
products that it plans to sell in Latin America over the next several quarters.
There can be no assurance that Polycom will be successful in the sale of such
products. The failure to successfully sell such inventory would have a material
adverse effect on Polycom's business, financial condition and results of
operations.
 
    UNCERTAINTIES RELATING TO THE INTEGRATION OF OPERATIONS OF VIAVIDEO
COMMUNICATIONS, INC.  Polycom completed the acquisition (the "Acquisition") of
ViaVideo Communications, Inc. ("ViaVideo") on January 2, 1998. Polycom acquired
ViaVideo with the expectation that the Acquisition would result in operating and
strategic benefits, including operating cost reductions and product development,
marketing and sales synergies. If the operations of ViaVideo are not
successfully combined with those of Polycom in a coordinated, timely and
efficient manner, Polycom's business, financial condition and results of
operations would be materially adversely effected. The integration of ViaVideo's
product offerings and operations with Polycom's product offerings and operations
and the coordination of ViaVideo's sales and marketing efforts with those of
Polycom will require substantial attention from management. The diversion of the
attention of management and any difficulties encountered in the transition
process could have a material adverse affect on Polycom's business, financial
condition or results of operations. The difficulties of assimilation of the
Polycom and ViaVideo may be increased by the necessity of integrating personnel
with disparate business backgrounds and combining two different corporate
cultures. In addition, the process of combining the two organizations could
cause the interruption of, or a loss of momentum in, the activities of either or
both of the companies' businesses, which could have an adverse effect on the
combined operations. Further, Polycom does not currently anticipate that
ViaVideo employees will be relocated from ViaVideo's facilities in Austin, Texas
to Polycom's facilities in San Jose, California, which may increase the
difficulties of assimilation of the two companies. As a result of the
acquisition, Polycom's operating expenses will increase in absolute dollars.
Should the expected revenues from ViaVideo products not occur, or occur later or
in an amount less than expected, the higher operating expenses could have a
material adverse affect on the business, financial condition and results of
operations of Polycom. Failure to achieve the anticipated benefits of the
Acquisition or to successfully integrate the operations of the companies could
have a material adverse effect upon the business, operating results or financial
condition of Polycom. Additionally, there can be no assurance that Polycom will
not incur additional material charges in future quarters to reflect additional
costs associated with the Acquisition.
 
    EFFECTS OF THE ACQUISITION ON CUSTOMERS.  The Acquisition could cause
customers and potential customers of Polycom or ViaVideo to delay or cancel
orders for products as a result of customer concerns and uncertainty over
product evolution, integration and support of ViaVideo's products with Polycom's
 
                                       6
<PAGE>
products. Such a delay or cancellation of orders could have a material adverse
effect on the business, financial condition or results of operations of Polycom.
 
    EFFECTS OF THE ACQUISITION ON PICTURETEL RELATIONSHIP.  Polycom and
PictureTel have entered into agreements whereby PictureTel resells Polycom's
ShowStation products and supplies Polycom's SoundPoint products to other
producers of videoconferencing products. Polycom does not have any such
agreements with PictureTel regarding the resale or supply of any of Polycom's
videoconferencing products. Polycom and PictureTel are also competitors in the
teleconferencing market and as such, there can be no assurance that PictureTel
will enter into future agreements to resell or supply any new or enhanced
teleconferencing products. Products under development at ViaVideo are expected
to be more directly competitive with PictureTel products, and thus competition
between PictureTel and Polycom is likely to increase, resulting in a strain on
the existing relationship between the companies, which could have a material
adverse effect on the business, financial condition or results of operations of
Polycom.
 
    DEPENDENCE ON THIRD-PARTY DISTRIBUTORS.  Polycom sells its products
primarily through resellers. Polycom's resellers accounted for approximately
71%, 67% and 64% of Polycom's net revenues in 1995, 1996 and 1997, respectively.
ConferTech accounted for 11% of net revenues in 1995 and Lucent Technologies
accounted for 10% of net revenues in 1997. No other customer or reseller
accounted for more than 10% of Polycom's net revenues during the periods
indicated and no customer or reseller accounted for more than 10% of net
revenues in 1996. Resellers generally offer products of several different
companies, including products that compete with Polycom's products. Accordingly,
these resellers may give higher priority to products of other suppliers, thus
reducing their efforts to sell Polycom's products. Agreements with resellers may
be terminated at any time. A reduction in sales effort or termination of a
distribution relationship by one of Polycom's resellers could have a material
adverse effect on future operating results. Use of resellers also entails the
risk that resellers will build up inventories in anticipation of a growth in
sales. If such sales growth does not occur as anticipated by these resellers,
these resellers may substantially decrease the amount of product ordered in
subsequent quarters, causing or contributing to fluctuations in Polycom's future
operating results. Furthermore, although Polycom takes steps to reduce channel
conflict, sales by Polycom's direct sales force to potential and current
customers of these resellers could have an adverse effect on Polycom's reseller
relationships. The teleconferencing distribution industry has historically been
characterized by rapid change, including consolidations and financial
difficulties of certain resellers and the emergence of alternative distribution
channels. In addition, there is an increasing number of companies competing for
access to these channels. The loss or ineffectiveness of any of Polycom's major
resellers could have a material adverse effect on Polycom's operating results.
There can be no assurance that Polycom will be able to successfully sell its
products through any new channels that Polycom may be required to develop as a
result of the foregoing or any other factors. Polycom commenced customer
shipments of its first generation ShowStation in November 1995. Polycom is in
the process of negotiating with potential distributors for its next generation
of ShowStation and first generation ViewStation products. Polycom entered into a
distribution agreement with 3M in March 1997, and such agreement has certain
exclusivity provisions and minimum purchase requirements. The Company's results
of operations with respect to its next generation ShowStation and first
generation ViewStation products, at least in the near term, will be
substantially dependent on the success of 3M as a reseller of such products.
There can be no assurance that Polycom or 3M will be able to successfully
develop a distribution network for the next generation of Polycom's ShowStation
or first generation ViewStation products; if no such distribution networks are
developed it would have a material adverse effect on Polycom's business,
financial condition and results of operations.
 
    RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS.  Polycom's net revenues from
international sales represented approximately 24%, 23% and 23% of Polycom's
total net revenues in the years ended December 31, 1995, 1996 and 1997,
respectively. In 1997, price reductions offset unit growth internationally and
the $3.0 million in revenue associated with the 3M Agreement offset other
product revenue growth in the Company's international business. The reduction in
the percentage of international net
 
                                       7
<PAGE>
revenues for 1996 from the 1995 year resulted from initial sales of the
SoundPoint and SoundStation Premier product families, which were sold primarily
in North America. Polycom is establishing product distribution centers in the
European and Asian Pacific markets in order to better serve its international
customers which will increase the costs associated with such international
operations. International sales are subject to a number of risks, including
changes in foreign government regulations and telecommunications standards,
export license requirements, tariffs and taxes, other trade barriers,
fluctuations in currency exchange rates, difficulty in collecting accounts
receivable, difficulty in staffing and managing foreign operations and political
and economic instability. Sales to international resellers are usually made in
U.S. dollars in order to minimize the risks associated with fluctuating foreign
currency exchange rates. To date, a substantial majority of Polycom's
international sales have been denominated in U.S. currency, however, Polycom
expects that, in the future, more international sales may be denominated in
local currencies. Fluctuations in currency exchange rates could cause Polycom's
products to become relatively more expensive to customers in a particular
country, leading to a reduction in sales or profitability in that country.
Declines in currency exchange rates, as happened in the Asian market in late
1997, could cause Polycom's products to become relatively more expensive to
customers in a particular country, leading to a reduction in sales or
profitability in that country. Also, current economic conditions in Asia may
generally reduce demand for the Company's products which would have a material
adverse effect on Polycom's business, financial condition and results of
operation. In addition, the costs associated with developing international sales
may not be offset by increased sales in the short term, or at all.
 
    DEPENDENCE ON RESEARCH AND DEVELOPMENT.  Polycom believes that its future
success depends in part on its ability to continue to enhance its existing
products and to develop new products that maintain technological
competitiveness. Polycom's current development efforts are focused on each of
the audioconferencing, dataconferencing and videoconferencing businesses. In the
audioconferencing market, Polycom is developing SoundStation and SoundStation
Premier product line extensions into the higher and the lower end of the market.
In the dataconferencing market, Polycom is devoting significant resources to
developing a next generation of its ShowStation products. In the
videoconferencing market, Polycom's ViewStation is currently being demonstrated.
Polycom intends to expand upon these new product platforms through the
development of options, upgrades and future product generations. There can be no
assurance, however, that these products will be made commercially available as
expected or otherwise on a timely and cost-effective basis or that, if
introduced, these products will achieve market acceptance. Furthermore, there
can be no assurance that these products will not be rendered obsolete by
changing technology or new product announcements by other companies.
 
    The audioconferencing, dataconferencing and videoconferencing markets are
subject to rapid technological change, frequent new product introductions and
enhancements, changes in end-user requirements and evolving industry standards.
Polycom's ability to remain competitive in this market will depend in
significant part upon its ability to successfully develop, introduce and sell
new products and enhancements on a timely and cost-effective basis. The success
of Polycom in developing new and enhanced products depends upon a variety of
factors, including new product selection, timely and efficient completion of
product design, timely and efficient implementation of manufacturing, assembly
and test processes, product performance at customer locations and the
development of competitive products and enhancements by competitors. Polycom is
currently engaged in the development of several new products and extensions of
the SoundStation, SoundStation Premier, SoundPoint, ShowStation and ViewStation
product families, and expects to continue to invest significant resources in new
product development and enhancements to current and future products. In
addition, Polycom's introduction of its next generation of ShowStation, and its
introduction of ViewStation and other new products could result in higher
warranty claims, product returns and manufacturing, sales and marketing and
other expenses that could materially adversely affect Polycom's business,
financial condition or results of operations. There can be no assurance that
Polycom will be successful in selecting, developing, manufacturing and
marketing, or recognize a return on new products or enhancements. The inability
of Polycom to introduce new products or
 
                                       8
<PAGE>
enhancements on a timely and cost-effective basis that contribute significantly
to net revenues would have a material adverse effect on Polycom's business,
financial condition and results of operations. In the past, Polycom has
experienced delays from time to time in the introduction of certain of its
products. In particular, the introduction of ShowStation was delayed by
approximately eighteen months from the originally anticipated date of
introduction because of unforeseen technical challenges and difficulties in
building core technologies and for approximately six weeks in the first quarter
of 1996 shipments were interrupted in order to correct software and other
technical problems identified by initial customers. In addition, new product or
technology introductions by Polycom's competitors could cause a decline in sales
or loss of market acceptance of Polycom's existing products or new products.
Further, from time to time, Polycom may announce new products, capabilities or
technologies that have the potential to replace Polycom's existing product or
future products. There can be no assurance that announcements of product
enhancements or new product offerings by Polycom or its competitors will not
cause customers to defer or stop purchasing Polycom's products.
 
    COMPETITION.  The market for teleconferencing products is highly competitive
and subject to rapid technological change, regulatory developments and emerging
industry standards. Polycom expects competition to persist and increase in the
future. In the audioconferencing market segment, Polycom's major competitors
include Coherent Communications Systems Corporation, NEC, Gentner, Lucent (one
of Polycom's resellers), Panasonic and other companies that offer lower cost
full duplex speakerphones such as Hello Direct (one of Polycom's resellers).
Hello Direct offers a competitive product under the Hello Direct name through an
OEM relationship with Gentner. Most of these companies have substantially
greater financial resources and production, marketing, engineering and other
capabilities than Polycom with which to develop, manufacture, market and sell
their products. In addition, all major telephony manufacturers produce
hands-free speakerphone units that are a lower cost, lower quality alternative
to Polycom's audioconferencing products.
 
    In the dataconferencing market, Polycom's major competitors include
Microfield Graphics, Inc. and SMART Technologies, Inc., each of which has
substantially greater financial resources and production, marketing, engineering
and other capabilities than Polycom with which to develop, manufacture, market
and sell their products. In addition, in this market segment, videoconferencing,
PC-based communications solutions and multimedia presentation products may be an
alternative for certain applications. Also, several LCD projector products are
available from manufacturers such as In Focus Systems, Inc., Proxima Corporation
and 3M. These products feature only local projection capabilities but may
compete with ShowStation IP for basic functionality and budget dollars. 3M is an
OEM distributor for Polycom for its ShowStation IP, ViewStation and SoundStation
product lines.
 
    In the videoconferencing market, Polycom's major competitors include
PictureTel, which dominates the group videoconferencing market and is a
significant distributor of Polycom products, VTEL, CLI (recently acquired by
VTEL), Intel, Sony, NEC, Tandberg, Mitsubishi, Panasonic, Fujitsu, British
Telecom, General Plesey Telecommunications and Vista Communications Instruments.
Most of these companies have substantially greater financial resources and
production, marketing, engineering and other capabilities than Polycom with
which to develop, manufacture, market and sell their products. In addition, with
advances in telecommunications standards, connectivity, and video processing
technology and the increasing market acceptance of videoconferencing, other
established or new companies may develop or market products competitive with
Polycom's videoconferencing products. Polycom believes its ability to compete
depends on such factors as reputation, quality, customer support and service,
price, features and functions of products, ease of use, reliability, and
marketing and distribution channels. Polycom believes it competes favorably with
respect to each of these factors. However, there can be no assurance that
Polycom will be able to compete successfully in the future with respect to any
of the above factors.
 
    Polycom expects its competitors to continue to improve the performance of
their current products and to introduce new products or new technologies that
provide improved performance characteristics. New product introductions by
Polycom's competitors could cause a significant decline in sales or loss of
market
 
                                       9
<PAGE>
acceptance of Polycom's existing products and future products. For example,
3Com/USR, a former competitor, introduced an audioconferencing product that was
being sold at a price substantially lower than Polycom's list price for
SoundStation. Polycom believes that the possible effects from this ongoing
competition may be the reduction in the prices of its products and its other
competitors' products or the introduction of additional lower priced competitive
products. Although such reduction was not in direct response to the introduction
of a lower priced audioconferencing product by 3Com/USR, Polycom reduced the
North American list price of its SoundStation product line by 37% in January
1997 and the International price by 30%, which resulted in lower gross margins.
Polycom expects this increased competitive pressure may lead to intensified
price-based competition, resulting in lower prices and gross margins which would
materially adversely affect Polycom's business, financial condition and results
of operations. There can be no assurance that Polycom will be able to compete
successfully.
 
    DEPENDENCE ON THIRD-PARTY MANUFACTURERS.  Polycom's manufacturing operations
consist primarily of materials planning and procurement, test development and
manufacturing engineering. Polycom subcontracts the manufacture of its
SoundStation, SoundStation Premier and ViewStation product families to
International Manufacturing Services, Inc. ("IMS"), a global third-party
contract manufacturer. Polycom uses IMS's Thailand facilities and should there
be any disruption in supply due to recent economic and political difficulties in
Thailand and Asia, such disruption would have a material adverse effect on
Polycom's business, financial condition and result of operations. IMS is ISO
9002 approved and has British Approvals Board for Telecommunications ("BABT")
registration. Polycom's products are quality tested by automated test equipment
with final functional tests performed on equipment and with processes developed
or approved by Polycom.
 
    Polycom manufactures its SoundPoint product through General Electronics
(H.K.) Ltd., a Hong Kong based contract manufacturer. Polycom manufactures its
ShowStation product through Solectron California Corporation ("Solectron") at
Solectron's San Jose, California facility. Polycom is located in the San
Francisco Bay Area, which has in the past and may in the future experience
significant, destructive seismic activity that could damage, destroy or disrupt
Polycom's facilities or its operations. Polycom maintains no earthquake
insurance for damages or business interruptions. In the event that Polycom or
its contract manufacturers were to experience financial or operational
difficulties that are not covered by insurance, it would adversely affect
Polycom's results of operations until Polycom could establish sufficient
manufacturing supply through an alternative source, and the effect of such
reduction or interruption in supply on results of operations would be material.
Polycom believes that there are a number of alternative contract manufacturers
that could produce Polycom's products, but in the event of a reduction or
interruption of supply, for any reason, it would take a significant period of
time to qualify an alternative subcontractor and commence manufacturing, which
would have a material adverse effect on Polycom's business, financial condition
and results of operations. Also, the Company is working toward solutions to the
Company's information systems Year 2000 problems. Failure to successfully
resolve these problems could have an adverse affect on Polycom's business,
financial condition or results of operations.
 
    Certain key components used in Polycom's products are currently available
from only one source and others are available from only a limited number of
sources. Components currently available from only one source include certain key
integrated circuits and optical elements. Polycom also obtains certain plastic
housings, metal castings and other components from suppliers located in Hong
Kong and China, and any political or economic instability in that region in the
future, or future import restrictions, may cause delays or an inability to
obtain such supplies. Polycom has no supply commitments from its suppliers and
generally purchases components on a purchase order basis either directly or
through its contract manufacturers. Polycom and Polycom's contract manufacturers
have had limited experience purchasing volume supplies of components for its
audioconferencing, dataconferencing and videoconferencing product lines and some
of the components included in these products, such as microprocessors and other
integrated circuits, have from time to time been subject to limited allocations
by suppliers, and there can be no assurance that Polycom will not in the future
be subject to component supply allocations that would
 
                                       10
<PAGE>
adversely affect Polycom's operating results. In the event that Polycom or its
contract manufacturer were unable to obtain sufficient supplies of components or
develop alternative sources as needed, Polycom's operating results could be
materially adversely affected. Moreover, operating results could be materially
adversely affected by receipt of a significant number of defective components,
an increase in component prices or the inability of Polycom to obtain lower
component prices in response to competitive price reductions. Additionally,
Polycom's videoconferencing products are designed to be compatible with certain
integrated circuits produced by Philips and certain video equipment produced by
Sony. If Polycom could no longer obtain such integrated circuits or video
equipment, Polycom would incur substantial expense and take substantial time in
redesigning its products to be compatible with components from other
manufacturers. Additionally, both Sony and Philips are potential competitors of
Polycom in the videoconferencing market which may adversely affect Polycom's
ability to obtain necessary components. Failure to obtain adequate supplies
could prevent or delay product shipments which could materially and adversely
affect Polycom's business, financial condition or results of operations.
 
    DEPENDENCE ON INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS.  While
Polycom relies on a combination of patent, copyright, trademark and trade secret
laws and confidentiality procedures to protect its proprietary rights, Polycom
believes that factors such as technological and creative skills of its
personnel, new product developments, frequent product enhancements, name
recognition and reliable product maintenance are more essential to establishing
and maintaining a technology leadership position. Polycom currently has seven
United States patents issued covering the SoundStation and ShowStation designs,
the concept and function of the ShowStation and certain echo cancellation
technology that expire in 2007, 2010, 2011, 2012, 2013 and 2015. In addition,
Polycom currently has twelve United States patents pending, nine foreign patents
issued, which expire in 2001, 2007, 2010, 2016, 2017 and 2022, and eleven
foreign patent applications pending. Polycom, SoundStation Premier, ShowStation,
SoundPoint, SoundStation and Polycom logos are registered trademarks of Polycom,
and ViewStation, ViaVideo Communications, SoundStation Premier Satellite and
Clarity by Polycom are trademarks of Polycom, in the U.S. and various countries.
According to federal and state law, Polycom's trademark protection will continue
for as long as Polycom continues to use its trademarks in connection with the
products and services of Polycom. Polycom seeks to protect its software,
documentation and other written materials under trade secret and copyright laws,
which only afford limited protection. There can be no assurance that others will
not independently develop similar proprietary information and techniques or gain
access to Polycom's intellectual property rights or disclose such technology or
that Polycom can meaningfully protect its intellectual property rights. In
addition, there can be no assurance that any patent or registered trademark
owned by Polycom will not be invalidated, circumvented or challenged, that the
rights granted thereunder will provide competitive advantages to Polycom or that
any of Polycom's pending or future patent applications will be issued with the
scope of the claims sought by Polycom, if at all. Furthermore, there can be no
assurance that others will not develop similar products, duplicate Polycom's
products or design around the patents owned by Polycom. In addition, there can
be no assurance that foreign intellectual property laws will protect Polycom's
intellectual property rights.
 
    Litigation may be necessary to enforce Polycom's patents and other
intellectual property rights, to protect Polycom's trade secrets, to determine
the validity of and scope of the proprietary rights of others, or to defend
against claims of infringement or invalidity. Such litigation could result in
substantial costs and diversion of resources and could have a material adverse
effect on Polycom's business, financial condition or results of operations.
There can be no assurance that infringement or invalidity claims by third
parties or claims for indemnification resulting from infringement claims will
not be asserted in the future or that such assertions, if proven to be true,
will not materially adversely affect Polycom's business, financial condition and
results of operations. If any claims or actions are asserted against Polycom,
Polycom may seek to obtain a license under a third party's intellectual property
rights. There can be no assurance, however, that a license will be available
under reasonable terms or at all. In addition, Polycom could decide to litigate
such claims, which could be extremely expensive and time consuming and could
materially adversely affect Polycom's business, financial condition or results
of operations.
 
                                       11
<PAGE>
    On September 3, 1997, VTEL Corporation ("VTEL") filed a lawsuit in the
District Court in Travis County, Texas against ViaVideo, a subsidiary of
Polycom, 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. If ViaVideo were found to
have infringed upon the proprietary rights of VTEL or any other third party,
Polycom could be required to pay damages, cease sales of the infringing
products, discontinue such products or such other injunctive relief a court may
determine, any of which could have a material adverse effect on Polycom's
business, financial condition or results of operations. On April 22, 1998,
Polycom filed a declaratory relief action against VTEL in the Superior Court of
Santa Clara County, California seeking a declaration that Polycom has not
infringed any proprietary rights of VTEL. VTEL has not yet responded to
Polycom's complaint.
 
    On October 2, 1997, Datapoint Corporation filed a complaint against Intel
Corporation for infringement of two U.S. patents related to videoconferencing
network technology in the U.S. District Court in Dallas, Texas. On November 25,
1997, the complaint was amended to include several additional defendants, and
Datapoint also filed a motion for certification of the action as a class action.
No ruling has occurred relative to the motion for class action certification.
Although neither Polycom nor its subsidiary ViaVideo has been served as a
defendant in any Datapoint complaints, both Polycom and ViaVideo were named as
putative class members in the Datapoint motion for class action certification
along with over 500 other companies.
 
    The Company will vigorously defend against these claims and any related
claims for damages. While litigation is inherently uncertain, Polycom believes
that the ultimate resolution of these matters beyond that provided in its
financial statements will not have a material adverse effect on the Company's
financial position.
 
    Additionally, from time to time, the Company is subject to a variety of
disputes or litigation in the normal course of business including suits related
to intellectual property, contract law, personal injury and employee relations.
In the opinion of management, matters in which the Company is currently
involved, in the aggregate, should not have a material adverse effect on the
Company's financial statements.
 
    DEPENDENCE ON THIRD-PARTY LICENSES.  Polycom incorporates into its
ShowStation products software licensed from third parties, including certain
communications software that is licensed from DataBeam Corporation ("Databeam"),
digitizer and pen software which is licensed from Scriptel Corporation
("Scriptel") and Windows software from Microsoft Corporation ("Microsoft"). The
DataBeam license agreement will terminate in March 2001 if either party has
given notice at least 90 days prior to that time of its desire to terminate the
agreement. The Scriptel agreement terminates June 30, 1998 but may be extended
for six-month periods upon mutual agreement of the parties. Polycom also has
licensing agreements with various vendors for software incorporated into its
ViewStation products. For example, Polycom licenses certain video communications
source code from RADVision, EBSNet, Inc., certain video algorithm protocol from
VIVO Software, Inc. and VideoServer and development source code from Digital
Equipment Corporation and Philips Semiconductor. There can be no assurance that
these third-party software licenses will continue to be available to Polycom on
commercially reasonable terms, if at all. The termination or impairment of these
software licenses could result in delays or reductions in new product
introductions or product shipments until equivalent software could be developed,
licensed and integrated, which would materially adversely affect Polycom's
business, financial condition and results of operations.
 
    DEPENDENCE ON PERSONNEL.  Polycom believes that its future success will
depend in part on its continued ability to hire, assimilate and retain qualified
personnel. Competition for such personnel is intense, and there can be no
assurance that Polycom will be successful in attracting or retaining such
personnel. The loss of any key employee, the failure of any key employee to
perform in his or her current position or Polycom's inability to attract and
retain skilled employees, as needed, could materially adversely affect Polycom's
business, financial condition or results of operations. Continued development
and commercialization of Polycom's videoconferencing products also depends
substantially upon the
 
                                       12
<PAGE>
continued efforts of its engineering and marketing personnel, and there can be
no assurance that such individuals will continue to remain employed by Polycom.
The loss of the services of any executive officer or other key technical or
management personnel involved with Polycom's videoconferencing products for any
reason could have a material adverse effect on the business, financial condition
or results of operations of Polycom.
 
    READINESS FOR YEAR 2000.  Many existing computer systems and applications,
and other control devices, use only two digits to identify a year in the date
field, without considering the impact of the upcoming change in the century.
They could fail or create erroneous results unless corrected so that they can
process data related to the year 2000. The Company relies on its systems,
applications and devices in operating and monitoring all major aspects of its
business, including financial systems (such as general ledger, accounts payable
and payroll modules), customer services, infrastructure, embedded computer
chips, networks and telecommunications equipment and end products. The Company
also relies on external systems of business enterprises such as customers,
suppliers, creditors, financial organizations, and of governments, both
domestically and globally, directly for accurate exchange of data and
indirectly. The Company's current estimate is that the costs associated with the
Year 2000 issue, and the consequences of incomplete or untimely resolution of
the Year 2000 issue, will not have a material adverse affect on the result of
operations or financial position of the Company in any given year. However,
despite the Company's efforts to address the Year 2000 impact on its internal
systems, the Company is not sure that it has fully identified such impact and
that it can resolve it without disruption of its business and without incurring
significant expense. In addition, even if the internal systems of the Company
are not materially affected by the Year 2000 issue, the Company could be
affected through disruption in the operation of the enterprises with which the
Company interacts.
 
                                       13
<PAGE>
                                USE OF PROCEEDS
 
    The Company will not receive any of the proceeds from the sale of the
Shares. All proceeds from the sale of the Shares will be for the account of the
Selling Stockholders, as described below. See "Selling Stockholders" and "Plan
of Distribution" described below.
 
                              SELLING STOCKHOLDERS
 
    The following table sets forth, as of May 12, 1998, the name of the Selling
Stockholders, the number of Shares that such Selling Stockholders own as of such
date, the number of Shares owned by each Selling Stockholders that may be
offered for sale from time to time by this Prospectus, the number of Shares to
be held by such Selling Stockholders assuming the sale of all of the Shares
offered hereby and the percentage of the outstanding shares of the Company's
Common Stock to be beneficially owned by each Selling Stockholders after
completion of the offering. Except as indicated, the Selling Stockholders have
not held any position or office or had a material relationship with the Company
or any of its affiliates within the past three years other than as a result of
the ownership of the Company's Common Stock. The Company may amend or supplement
this Prospectus from time to time to update the disclosure set forth herein.
 
<TABLE>
<CAPTION>
                                                               SHARES        SHARES WHICH      SHARES BENEFICIALLY
                                                            BENEFICIALLY      MAY BE SOLD          OWNED AFTER
                                                           OWNED PRIOR TO     PURSUANT TO        OFFERING(1)(2)
                                                                THE              THIS        -----------------------
SELLING STOCKHOLDERS                                       OFFERING(1)(3)     PROSPECTUS       NUMBER      PERCENT
- --------------------------------------------------------  ----------------  ---------------  ----------  -----------
<S>                                                       <C>               <C>              <C>         <C>
Minnesota Mining and Manufacturing Corporation..........       3,020,476        1,020,476     3,020,476        10.4%
</TABLE>
 
- ------------------------
 
(1) The number and percentage of shares beneficially owned is determined in
    accordance with Rule 13d-3 of the Exchange Act, and the information is not
    necessarily indicative of beneficial ownership for any other purpose. Under
    such rule, beneficial ownership includes any shares as to which the
    individual has sole or shared voting power or investment power and also any
    shares which the individual has the right to acquire within 60 days of May
    12, 1998 through the exercise of any stock option or other right. Unless
    otherwise indicated in the footnotes, each person has sole voting and
    investment power (or shares such powers with his or her spouse) with respect
    to the shares shown as beneficially owned.
 
(2) Assumes the sale of all Shares offered hereby.
 
(3) Includes warrants to purchase 2,000,000 shares of Polycom Common Stock,
    which are immediately exercisable.
 
                              PLAN OF DISTRIBUTION
 
    The Shares covered by this Prospectus may be offered and sold from time to
time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Stockholders may sell the Shares being
offered hereby on the NASDAQ National Market, or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price or
at negotiated prices. The Shares may be sold by one or more of the following
means of distribution: (a) a block trade in which the broker-dealer so engaged
will attempt to sell Shares as agent, but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a
broker-dealer as principal and resale by such broker-dealer for its own account
pursuant to this Prospectus; (c) an over-the-counter distribution in accordance
with the rules of the NASDAQ National Market; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (e)
in privately negotiated transactions. To the extent required, the description of
a specific plan of distribution, the number of shares to be sold, the name of
the Selling Stockholders(s), the purchase price, the name of any agent or
broker-dealer, and any applicable commissions, discounts or other items
constituting a compensation to such agent or broker-dealer with respect to a
particular offering
 
                                       14
<PAGE>
will be set forth from time to time in a supplement or supplements to this
Prospectus (each, a "Prospectus Supplement") or in an amendment to this
Prospectus. In connection with distributions of the Shares or otherwise, the
Selling Stockholders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of the
Company's Common Stock in the course of hedging the positions they assume with
Selling Stockholders. The Selling Stockholders may also sell the Company's
Common Stock short and redeliver the Shares to close out such short positions.
The Selling Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institution of Shares offered hereby,
which Shares such broker-dealer or other financial institution may resell
pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). The Selling Stockholders may also pledge Shares to a broker-dealer
or other financial institution, and, upon a default, such broker-dealer or other
financial institution, may effect sales of the pledged Shares pursuant to this
Prospectus (as supplemented or amended to reflect such transaction). In
addition, any Shares that qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this Prospectus.
 
    In effecting sales, brokers, dealers or agents engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Stockholders in amounts to be negotiated prior to the sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any such commissions, discounts or concessions may be deemed to be
underwriting discounts or commissions under the Securities Act. The Company will
pay all expenses incident to the offering and sale of the Shares to the public
other than any commissions and discounts of underwriters, dealers or agents and
any transfer taxes.
 
    In order to comply with the securities laws of certain states, if
applicable, the Shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
 
    The Company has advised the Selling Stockholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of Shares in the
market and to the activities of the Selling Stockholders and its affiliates. In
addition, the Company will make copies of this Prospectus available to the
Selling Stockholders and has informed it of the need for delivery of copies of
this Prospectus to purchasers at or prior to the time of any sale of the Shares
offered hereby. The Selling Stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act.
 
    At the time a particular offer of Shares is made, if required, a Prospectus
Supplement will be distributed that will set forth the number of Shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.
 
    The sale of Shares by the Selling Stockholders is subject to compliance by
the Selling Stockholders with certain contractual restrictions with the Company.
There can be no assurance that the Selling Stockholders will sell all or any of
the Shares.
 
    The Company has agreed to indemnify the Selling Stockholders and any person
controlling a Selling Stockholders against certain liabilities, including
liabilities under the Securities Act. The Selling Stockholders have agreed to
indemnify the Company and certain related persons against certain liabilities,
including liabilities under the Securities Act.
 
                                       15
<PAGE>
    The Company has agreed with the Selling Stockholders to keep the
Registration Statement of which this Prospectus constitutes a part effective for
up to 120 days following May 15, 1998. The Company intends to de-register any of
the Shares not sold by the Selling Stockholders at the end of such 120 day
period; however, it is anticipated that at such time any unsold shares may be
freely tradable subject to compliance with Rule 144 of the Securities Act.
 
                                 LEGAL MATTERS
 
    The validity of the Shares offered hereby will be passed upon by Wilson
Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California,
counsel to the Company.
 
                                    EXPERTS
 
    The consolidated financial statements and the related financial statement
schedule of Polycom, Inc. at December 31, 1997 and 1996 and for each of the
three years in the period ended December 31, 1997, incorporated by reference in
the Company's Annual Report on Form 10-K for the year ended December 31, 1997,
have been audited by Coopers & Lybrand L.L.P., independent accountants, as set
forth in their reports thereon included or incorporated by reference therein,
and are incorporated herein by reference in reliance upon such reports given
upon the authority of such firm as experts in accounting and auditing.
 
                                       16
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE BY THIS
PROSPECTUS TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED
IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING
STOCKHOLDERS OR BY ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE
SHARES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE SHARES OFFERED HEREBY TO ANY PERSON IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE OF OR OFFER TO SELL THE
SHARES MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
 
                            ------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Available Information.....................................................    2
 
Incorporation of Certain Documents By Reference...........................    2
 
The Company...............................................................    3
 
Forward-Looking Statements................................................    3
 
Risk Factors..............................................................    4
 
Use of Proceeds...........................................................   14
 
Selling Stockholders......................................................   14
 
Plan of Distribution......................................................   14
 
Legal Matters.............................................................   16
 
Experts...................................................................   16
</TABLE>
 
                                     [LOGO]
 
                                1,020,476 SHARES
                                       OF
                                  COMMON STOCK
 
                             ---------------------
 
                                   PROSPECTUS
 
                             ---------------------
 
                                        , 1998
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                    PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
    The Company will pay all expenses incident to the offering and sale to the
public of the Shares being registered other than any commissions and discounts
of underwriters, dealers or agents and any transfer taxes. Such expenses are set
forth in the following table. All of the amounts shown are estimates except the
Securities and Exchange Commission (the "Commission") registration fee.
 
<TABLE>
<S>                                                                  <C>
Commission registration fee........................................  $   4,478
NASDAQ National Market listing fee.................................     17,500
Legal fees and expenses............................................     20,000
Accounting fees and expenses.......................................     10,000
Miscellaneous expenses.............................................      3,022
                                                                     ---------
    Total..........................................................  $  55,000
</TABLE>
 
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
    The Company's Certificate of Incorporation limits the liability of directors
to the maximum extent permitted by Delaware law. Delaware law provides that a
director of a corporation will not be personally liable for monetary damages for
breach of such individual's fiduciary duties as a director except for liability
(i) for any breach of such director's duty of loyalty to the corporation, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which a
director derives an improper personal benefit.
 
    The Company's Bylaws provide that the Company will indemnify its directors
and may indemnify its officers, employees and other agents to the full extent
permitted by law. The Company believes that indemnification under its Bylaws
covers at least negligence and gross negligence on the part of an indemnified
party and permits the Company to advance expenses incurred by an indemnified
party in connection with the defense of any action or proceeding arising out of
such party's status or service as a director, officer, employee or other agent
of the Company upon an undertaking by such party to repay such advances if it is
ultimately determined that such party is not entitled to indemnification.
 
    The Company has entered into separate indemnification agreements with each
of its directors and officers. These agreements require the Company, among other
things, to indemnify such director or officer against expenses (including
attorney's fees), judgments, fines and settlements (collectively, "Liabilities")
paid by such individual in connection with any action, suit or proceeding
arising out of such individual's status or service as a director or officer of
the Company (other than Liabilities arising from willful misconduct or conduct
that is knowingly fraudulent or deliberately dishonest) and to advance expenses
incurred by such individual in connection with any proceeding against such
individual with respect to which such individual may be entitled to
indemnification by the Company.
 
    The indemnification provisions in the Amended and Restated Bylaws and the
indemnification agreements entered into between the Registrant and its directors
and officers may be sufficiently broad to permit indemnification of the
Registrant's directors and officers for liabilities arising under the Securities
Act.
 
                                      II-1
<PAGE>
ITEM 16.  EXHIBITS.
 
<TABLE>
<C>        <S>
      2.1* Stock Warrant Agreement between the Registrant and Minnesota Mining and Manufacturing
             Corporation, dated March 28, 1997 attached as Exhibit B to the Joint Marketing and
             Development Agreement dated March 28, 1997, by and between Polycom, Inc. and
             Minnesota Mining and Manufacturing Company.
 
      5.1  Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
 
     23.1  Consent of Coopers & Lybrand L.L.P., Independent Accountants.
 
     23.2  Consent of Counsel (included in Exhibit 5.1).
 
     24.1  Power of Attorney (included on page II-4).
</TABLE>
 
- ------------------------
 
*   Previously filed as Exhibit 10.2 to the Registrant's report on Form 10-Q
    dated May 14, 1997.
 
ITEM 17.  UNDERTAKINGS.
 
A.  UNDERTAKING PURSUANT TO RULE 415.
 
    The undersigned Registrant hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
 
    (i) to include any prospectus required by Section 10(a)(3) Securities Act of
        1933 (the "Securities Act");
 
    (ii) to reflect in the prospectus any facts or events arising after the
         effective date of the Registration Statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective Registration Statement;
 
   (iii) to include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement;
 
    (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
 
    (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
this offering.
 
B.  UNDERTAKING REGARDING FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT
  DOCUMENTS BY REFERENCE.
 
    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration
 
                                      II-2
<PAGE>
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
 
C.  UNDERTAKING IN RESPECT OF INDEMNIFICATION.
 
    Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
D.  UNDERTAKING PURSUANT TO RULE 430A
 
    The undersigned Registrant hereby undertakes that:
 
    (1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of the prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
 
    (2) For the purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
 
                                      II-3
<PAGE>
                                   SIGNATURES
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on this 11th day of
May 1998.
 
<TABLE>
<S>                             <C>  <C>
                                POLYCOM, INC.
 
                                By:             /s/ BRIAN L. HINMAN
                                     -----------------------------------------
                                                  Brian L. Hinman
                                             CHAIRMAN OF THE BOARD AND
                                              CHIEF EXECUTIVE OFFICER
</TABLE>
 
                               POWER OF ATTORNEY
 
    Each person whose signature appears below constitutes and appoints Brian L.
Hinman and Michael R. Kourey and each of them, as attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission,
granting to said attorneys-in-fact, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons on the
11th day of May 1998 in the capacities indicated.
 
               SIGNATURE                                 TITLE
- ----------------------------------------  ------------------------------------
          /s/ BRIAN L. HINMAN             Chairman of the Board of Directors
- ----------------------------------------    and Chief Executive Officer
            Brian L. Hinman                 (PRINCIPAL EXECUTIVE OFFICER)
 
         /s/ ROBERT C. HAGERTY
- ----------------------------------------  President, Chief Operating Officer
           Robert C. Hagerty                and Director
 
                                          Vice President, Finance and
         /s/ MICHAEL R. KOUREY              Administration, Chief Financial
- ----------------------------------------    Officer and Secretary (PRINCIPAL
           Michael R. Kourey                FINANCIAL AND ACCOUNTING OFFICER)
 
           /s/ BANDEL CARANO
- ----------------------------------------  Director
             Bandel Carano
 
        /s/ STANLEY J. MERESMAN
- ----------------------------------------  Director
          Stanley J. Meresman
 
         /s/ JOHN P. MORGRIDGE
- ----------------------------------------  Director
           John P. Morgridge
 
          /s/ JAMES R. SWARTZ
- ----------------------------------------  Director
            James R. Swartz
 
                                      II-4
<PAGE>
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER     DESCRIPTION
- -----------  --------------------------------------------------------------------------------------------------------
<C>          <S>
 
       2.1*  Stock Warrant Agreement between the Registrant and Minnesota Mining and Manufacturing Corporation, dated
               March 28, 1997 attached as Exhibit B to the Joint Marketing and Development Agreement dated March 28,
               1997, by and between Polycom, Inc. and Minnesota Mining and Manufacturing Company.
 
       5.1   Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
 
      23.1   Consent of Coopers & Lybrand L.L.P., Independent Accountants.
 
      23.2   Consent of Counsel (included in Exhibit 5.1).
 
      24.1   Power of Attorney (included on page II-4).
</TABLE>
 
- ------------------------
 
*   Previously filed as Exhibit 10.2 to the Registrant's report on Form 10-Q
    dated May 14, 1997.

<PAGE>
                                                                     EXHIBIT 5.1
 
                           [Wilson Sonsini Goodrich &
                               Rosati Letterhead]
 
                                  May 11, 1998
 
Polycom, Inc
2584 Junction Avenue
San Jose, California 95134
 
    RE: REGISTRATION STATEMENT ON FORM S-3
 
Ladies and Gentlemen:
 
    We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 1,020,476 shares of your Common Stock
(the "Shares"). All of the Shares are issued and outstanding and may be offered
for sale for the benefit of the selling Stockholders named in the Registration
Statement. We understand that the Shares are to be sold from time to time in the
over-the-counter-market at prevailing prices or as otherwise described in the
Registration Statement. As your legal counsel, we have also examined the
proceedings taken by you in connection with the issuance of the Shares. We
assume that the consideration received by you in connection with each issuance
of Shares will include an amount in the form of cash, services rendered or
property that exceeds the greater of (i) the aggregate par value of such Shares
or (ii) the portion of such consideration determined by the Company's Board of
Directors to be "capital" for purposes of the Delaware General Corporation Law.
 
    It is our opinion that the Shares are validly issued, fully paid and
non-assessable.
 
    We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
 
                                      Very truly yours,
 
                                      WILSON SONSINI GOODRICH & ROSATI
 
                                      Professional Corporation
 
                                      /s/ WILSON SONSINI GOODRICH & ROSATI

<PAGE>
                                                                    EXHIBIT 23.1
 
          CONSENT OF COOPERS & LYBRAND L.L.P., INDEPENDENT ACCOUNTANTS
 
    We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Polycom, Inc. to be
filed with the Securities and Exchange Commission on or about May , 1998 and to
the incorporation by reference therein in our report dated January 20, 1998,
except for note 15b, for which the date is February 19, 1998, with respect to
the consolidated financial statements of Polycom, Inc. incorporated by reference
in its Annual Report on Form 10-K for the year ended December 31, 1997 filed
with the Securities and Exchange Commission.
 
    We also consent to the incorporation by reference therein of our report
dated January 20, 1998, except for note 15b, for which the date is February 19,
1998, with respect to the financial statement schedule of Polycom, Inc. for the
year ended December 31, 1997 included in the Annual Report on Form 10-K for the
year ended December 31, 1997 filed with the Securities and Exchange Commission.
 
                                          /s/ COOPERS & LYBRAND L.L.P.
 
San Jose, California
May 12, 1998


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