POLYCOM INC
424B2, 1998-02-19
TELEPHONE & TELEGRAPH APPARATUS
Previous: DOCTORS HEALTH INC, 424B3, 1998-02-19
Next: FORTRESS GROUP INC, 10-K/A, 1998-02-19


<PAGE>
   
PROSPECTUS
    
 
                                8,676,276 SHARES
 
                                 POLYCOM, INC.
 
                                  COMMON STOCK
 
                               ------------------
 
    This Prospectus relates to the public offering, which is not being
underwritten, of up to 8,676,276 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 certain 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 the Company's acquisition of ViaVideo Communications, Inc.
("ViaVideo"), a Delaware corporation by and through a merger of a wholly-owned
subsidiary of Polycom, Venice Acquisition Corporation ("Venice"), with and into
Polycom (the "Acquisition"). 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 and Plan of
Reorganization dated as of June 11, 1997, as amended September 29, 1997
(collectively, the "Reorganization Agreement") by and among Polycom, Venice and
ViaVideo.
 
    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
Stockholder(s), 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 Stockholder(s) 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 Stockholder(s) 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 and the Selling Stockholders have
agreed to certain indemnification arrangements. See "Selling Stockholders" and
"Plan of Distribution."
 
    The Company's Common Stock is listed on the Nasdaq National Market under the
symbol "PLCM." On February 13, 1998, the last sale price of the Company's Common
Stock was $7.00 per share.
 
                            ------------------------
 
   THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 5
                                    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 FEBRUARY 17, 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 29, 1996, filed with the Commission on March 26, 1997, as
        amended on May 6, 1997;
 
    (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
        March 30, 1997, June 29, 1997 and September 28, 1997, filed with the
        Commission on May 14, 1997, August 13, 1997 and November 12, 1997,
        respectively;
 
    (3) The Company's Current Reports on Form 8-K, filed with the Commission on
        August 13, 1997, September 9, 1997 and January 16, 1998; and
 
    (4) 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.
 
                                       2
<PAGE>
    All reports and other documents subsequently filed by the Company pursuant
to Section 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.
 
                                       3
<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" 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
29, 1996 (THE "FORM 10-K") UNDER "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" ON PAGES 18 THROUGH 24 THEREOF,
THE QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 30, 1997 (THE
"FIRST QUARTER 10-Q REPORT") UNDER "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" ON PAGES 9 THROUGH 14 THEREOF,
THE QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 29, 1997 (THE
"SECOND QUARTER 10-Q REPORT") UNDER "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" ON PAGES 9 THROUGH 17 THEREOF AND
THE QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 28, 1997 (THE
"THIRD QUARTER 10-Q REPORT") UNDER "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION" ON PAGES 9 THROUGH 18 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.
 
                                       4
<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 and
the dataconferencing line of products, currently comprised of the ShowStation
products, its first videoconferencing product, ViewStation, 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. The
Company intends to continue to invest significantly in research and development,
and plans to operate with an operating loss or break-even results, excluding
acquisition expenses, through the first quarter of 1998. 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 in large part 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 expectations of public
 
                                       5
<PAGE>
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
Polycom's next generation of ShowStation products. In November 1995, Polycom
began customer shipments of its first generation ShowStation products.
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 the Company
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 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
 
                                       6
<PAGE>
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 has a significant inventory of monochrome ShowStation products which
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.
 
    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 developments 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.
 
    UNCERTAINTIES RELATING TO THE INTEGRATION OF OPERATIONS OF VIAVIDEO
COMMUNICATIONS, INC.  Polycom completed the acquisition (the "Acquisition") of
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 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 Polycom's
business, financial condition and results of operations. 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
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.
 
                                       7
<PAGE>
    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 of the Company's 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 SoundStation and
ShowStation products primarily through resellers. Polycom's resellers accounted
for approximately 74%, 71%, 67% and 71% of Polycom's net revenues in 1994, 1995,
1996 and the nine months ended September 30, 1997, respectively. ConferTech
accounted for 14% and 11% of net revenues in 1994 and 1995, respectively, and
2Confer/ Mutare, Inc. accounted for 11% in 1994. 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 23%, 24%, 23% and 23% of Polycom's
total net revenues in the years ended December 31, 1994, 1995, 1996 and the nine
months ended September 30, 1997, respectively. The reduction in the percentage
of international net revenues from the 1995 year resulted from initial sales of
new products, which were sold primarily in North America. Polycom is
establishing product distribution centers in the European and Asia 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
 
                                       8
<PAGE>
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. 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 the 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 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 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
 
                                       9
<PAGE>
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., which 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, in this market segment, videoconferencing, PC-based
communications solutions and multimedia presentation products may be an
alternative for certain applications.
 
    In the videoconferencing market, Polycom's major competitors include
PictureTel, which dominates the group videoconferencing market and which 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 acceptance of Polycom's existing products and future products. For
example, 3Com/USR, a former competitor, introduced an audioconferencing product
that is 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 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
 
                                       10
<PAGE>
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 events in Asia in general or
Thailand in particular, 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 is in the process
of finalizing negotiations with a contract manufacturer for its next generation
of ShowStation products. 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.
 
    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 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
 
                                       11
<PAGE>
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.
 
    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. Polycom believes that these
claims are without merit and intends to defend them vigorously. Also, Polycom,
after consultation with outside legal counsel, believes that the likelihood of
an unfavorable outcome arising from the adjudication of this lawsuit is remote.
Nevertheless, the costs of defense, regardless of outcome, could have a material
adverse effect on the business, financial condition or results of operations of
Polycom. 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 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
 
                                       12
<PAGE>
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.
Polycom and ViaVideo deny any infringement of those Datapoint patents.
 
    DEPENDENCE ON THIRD-PARTY LICENSES.  Polycom incorporates into its
ShowStation products software licensed from third parties, including certain
communications software which 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.
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 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.
 
    YEAR 2000 COMPLIANCE.  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. As a
result, such systems and applications 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, directly and indirectly, on
external systems of business enterprises such as customers, suppliers,
creditors, financial organizations, and of governmental entities, both domestic
and international, for accurate exchange of data. 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 effect on the results 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 has not fully
identified such impact or whether 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 adversely affected through disruption in the
operation of the enterprises with which the Company interacts.
 
                                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.
 
                                       13
<PAGE>
                              SELLING STOCKHOLDERS
 
    The following table sets forth, as of January 7, 1998, the name of each of
the Selling Stockholders, the number of Shares that each such Selling
Stockholder owns as of such date, the number of Shares owned by each Selling
Stockholder that may be offered for sale from time to time by this Prospectus,
the number of Shares to be held by each such Selling Stockholder 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
Stockholder after completion of the offering. Except as indicated, none of the
Selling Stockholders has 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
                                                                            WHICH MAY        SHARES BENEFICIALLY OWNED
                                                                             BE SOLD
                                                             SHARES          PURSUANT         AFTER OFFERING(1)(2)(3)
                                                           BENEFICIALLY      TO THIS         -------------------------
SELLING STOCKHOLDER                                        OWNED(1)(2)      PROSPECTUS(2)      NUMBER         PERCENT
- ---------------------------------------------------------  ----------       ----------       ----------       --------
<S>                                                        <C>              <C>              <C>              <C>
Oak Investment Partners VI, L.P. (4).....................  4,969,864        2,374,842         2,595,022          9.3%
Oak VI Affiliates Fund, L.P. (4).........................    165,785           55,409           110,376          *
Brentwood Associates VII, L.P. (5).......................  3,292,621        2,279,775         1,012,846          3.6%
Brentwood Affiliates Fund, L.P. (5)......................  1,096,739           83,893         1,012,846          3.6%
Whitman Partners, L.P....................................    355,106          355,106            --             --
Curly H. Ventures, Ltd...................................    111,681          111,681            --             --
Michael J. Hogan (6).....................................    460,222          460,222            --             --
Michael L. Kenoyer (6)...................................    460,222          460,222            --             --
Craig B. Malloy (6)......................................    460,222          460,222            --             --
Patrick D. Vanderwilt (6)................................    460,222          460,222            --             --
Errol R. Williams (6)....................................    460,222          460,222            --             --
Staffan Ericsson (7).....................................      5,326            5,326            --             --
Bradley Kayton (8).......................................     40,824            5,432            35,392          *
Matthew Collier (9)......................................    166,161           51,934           114,227          *
William R. Paape (10)....................................    102,153           39,416            62,737          *
Kim Kasee (11)...........................................    106,531          106,531            --             --
John H. McCaskill (12)...................................     86,558           19,975            66,583          *
Jennifer P. Sigmund (13).................................      8,463            3,728             4,735          *
Susan H. Ludwig (14).....................................     11,541            2,663             8,878          *
Stacy L. Saxon (15)......................................     18,217            3,838            14,379          *
Jason C. Weaver (16).....................................     58,296            7,989            50,307          *
</TABLE>
 
- ------------------------
 
*   Less than 1 %
 
(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
    January 7, 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) Does not include an aggregate of 867,628 shares of Common Stock beneficially
    owned by the Selling Stockholders that will be deposited in escrow funds
    pursuant to the Reorganization Agreement to secure the respective
    indemnification obligations of the Selling Stockholders thereunder (the
    "Escrowed Shares"). The Escrowed Shares will be released from the escrow
    funds prior to January 2,
 
                                       14
<PAGE>
    1999 for the Shares escrowed under the Reorganization Agreement, only to the
    extent that no claims have been made against the escrow funds. A number of
    shares equivalent to the number of Escrowed Shares have been included in the
    Registration Statement of which this Prospectus constitutes a part, but they
    are not included in this column of the table. An amended prospectus will be
    filed to reflect any change in the number of shares offered by the
    individual Selling Stockholders as a result of the release of the Escrowed
    Shares.
 
(3) Assumes the sale of all Shares offered hereby.
 
(4) Mr. Bandel Carano, a director of Polycom, is a General Partner of Oak IV and
    Oak IV Affiliates, an affiliated entity of Oak Investment Partners VI, L.P.
    and Oak VI Affiliates Fund, L.P. Mr. Carano disclaims beneficial ownership
    of the shares held by these entities except to the extent of his pecuniary
    interest therein arising from his general partnership interests in Oak IV
    and Oak IV Affiliates. The shares beneficially owned by Mr. Carano consist
    of options to purchase 16,000 and 4,000 shares of Common Stock granted in
    April 1996 and June 1997, respectively, in the form of immediately
    exercisable options, some of which, if exercised and issued, would be
    unvested and subject to a repurchase right of Polycom that lapses over time
 
(5) Includes 1,012,846 shares held by Brentwood Associates V, L.P., an
    affiliated entity of Brentwood Associates VII, L.P. and Brentwood Affiliates
    Fund, L.P.
 
(6) Includes 340,905 shares that are subject of a right to repurchase in favor
    of the Company that lapses over time.
 
(7) All shares are subject to a right of repurchase of the Company that lapses
    over time.
 
(8) Includes options to purchase 35,392 shares of the Company's common stock
    that are immediately exercisable.
 
(9) Includes options to purchase 114,227 shares of the Company's common stock
    that are immediately exercisable and of the aggregate shares, 128,948 are
    subject to a right of repurchase in favor of the Company that lapses over
    time.
 
(10) Includes options to purchase 62,737 shares of the Company's common stock
    that are immediately exercisable and of the aggregate shares, 83,599 are
    subject to a right of repurchase in favor of the Company that lapses over
    time.
 
(11) Includes 101,107 shares that are subject to a right of repurchase in favor
    of the Company that lapses over time.
 
(12) Includes options to purchase 66,583 shares of the Company's common stock
    that are immediately exercisable and of the aggregate shares, 72,871 are
    subject to a right of repurchase in favor of the Company that lapses over
    time.
 
(13) Includes options to purchase 4,735 shares of the Company's common stock
    that are immediately exercisable and of the aggregate shares, 7,583 are
    subject to a right of repurchase in favor of the Company that lapses over
    time.
 
(14) Includes options to purchase 8,878 shares of the Company's common stock
    that are immediately exercisable and of the aggregate shares, 9,124 are
    subject to a right of repurchase in favor of the Company that lapses over
    time.
 
(15) Includes options to purchase 14,379 shares of the Company's common stock
    that are immediately exercisable and of the aggregate shares, 15,537 are
    subject to a right of repurchase in favor of the Company that lapses over
    time.
 
(16) Includes options to purchase 50,307 shares of the Company's common stock
    that are immediately exercisable and of the aggregate shares, 41,923 are
    subject to a right of repurchase in favor of the Company that lapses over
    time.
 
                                       15
<PAGE>
                              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 Stockholder(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 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 their affiliates.
In addition, the Company will make copies of this Prospectus available to the
Selling Stockholders and has informed them 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.
 
                                       16
<PAGE>
    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 Stockholder against certain liabilities, including
liabilities under the Securities Act. The Selling Stockholders have agreed to
indemnify the Company, ViaVideo and certain related persons against certain
liabilities, including liabilities under the Securities Act.
 
    The Company has agreed with certain of the Selling Stockholders to keep the
Registration Statement of which this Prospectus constitutes a part effective for
up to two years following January 2, 1998, the closing date of the Acquisition.
The Company intends to de-register any of the Shares not sold by the Selling
Stockholders at the end of such two year 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, 1996 and 1995 and for each of the
three years in the period ended December 31, 1996, incorporated by reference in
the Company's Annual Report on Form 10-K for the year ended December 31, 1996,
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.
 
                                       17
<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
STOCKHOLDER 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...............................................................    4
 
Forward-Looking Statements................................................    4
 
Risk Factors..............................................................    5
 
Use of Proceeds...........................................................   13
 
Selling Stockholders......................................................   14
 
Plan of Distribution......................................................   16
 
Legal Matters.............................................................   17
 
Experts...................................................................   17
</TABLE>
 
                                 POLYCOM, INC.
 
                                8,676,276 SHARES
                                       OF
 
                                  COMMON STOCK
 
                             ---------------------
 
                                   PROSPECTUS
 
                             ---------------------
 
   
                               FEBRUARY 17, 1998
    
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission