POLYCOM INC
8-K, 1998-01-16
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                    FORM 8-K
 
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 2, 1998
 
                             ---------------------
 
                                 POLYCOM, INC.
 
               (Exact name of registrant as specified in charter)
 
<TABLE>
<S>                              <C>                            <C>
           DELAWARE                        0-27978                 94-3128330
 (State or other jurisdiction            (Commission            (I.R.S. Employer
      of incorporation)                  File Number)            Identification
                                                                    Number)
</TABLE>
 
                2584 JUNCTION AVENUE, SAN JOSE, CALIFORNIA 95134
 
              (Address of principal executive offices) (Zip Code)
 
        Company's telephone number, including area code: (408) 526-9000
 
                            ------------------------
 
         (Former name or former address, if changed since last report.)
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
 
    (a) On January 2, 1998, the Registrant acquired ViaVideo Communications,
Inc., a Delaware corporation ("ViaVideo"), by the statutory merger (the
"Merger") of a wholly-owned subsidiary of the Registrant, Venice Acquisition
Corporation, a Delaware corporation ("Merger Sub"), with and into ViaVideo. The
Merger was accomplished pursuant to the Agreement and Plan of Reorganization,
dated as of June 11, 1997, as amended, among the Registrant, ViaVideo and Merger
Sub, and a related Certificate of Merger (collectively, the "Merger
Agreements"). The Merger of Merger Sub with and into ViaVideo occurred following
the approval of the Merger Agreements by the stockholders of the Registrant at a
stockholders' meeting held on December 10, 1997 and the satisfaction or waiver
of certain other closing conditions. As a result of the Merger, the Registrant
became the owner of 100% of the issued and outstanding shares of ViaVideo Common
Stock and each outstanding share of ViaVideo Common Stock was converted into
1.183684 newly issued shares of the Registrant's Common Stock. The terms of the
Merger Agreements were the result of arm's-length negotiations among the
parties.
 
    A total of approximately 9.8 million shares of the Registrant's Common Stock
will be issued to former ViaVideo stockholders and optionholders in exchange for
the acquisition by Merger Sub of all issued and outstanding ViaVideo capital
stock and the assumption of unexpired and unexercised options to acquire
ViaVideo capital stock. The securities issued to ViaVideo stockholders and
optionholders were issued pursuant to the exemption from registration provided
by Section 4(2) of the Securities Act of 1933, as amended. The shares of Polycom
Common ViaVideo options to purchase ViaVideo Common Stock will be assumed by the
Registrant and will remain outstanding as options to purchase shares of the
Registrant's Common Stock. Under the terms of the Merger, the Registrant will
register the shares and options issued to ViaVideo stockholders and
optionholders with the Securities and Exchange Commission. The terms of the
Merger Agreements were the result of arm's-length negotiations among the
parties.
 
    (b) ViaVideo designs and develops high quality, low-cost, easy to use, group
videoconferencing systems that utilize advanced video and audio compression
technologies along with Internet/Web-based features. ViaVideo believes that
these technologies and features will permit users to replicate the dynamics and
effectiveness of face-to-face meetings and presentations from remote locations
through the transmission of color motion video integrated with full duplex audio
at data rates as low as 56 kilobits per second. The Registrant intends to
continue such business.
 
ITEM 5.  OTHER EVENTS.
 
    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 Polycom, Inc. or ViaVideo Communications, Inc. has not 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.
 
                                       2
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
 
    (a) Financial Statements of Business Acquired.
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and Stockholders
ViaVideo Communications, Inc.
 
We have audited the accompanying balance sheet of ViaVideo Communications, Inc.
("ViaVideo") (a Company in the development stage), formerly known as What a View
Software, Inc., as of December 31, 1996 and the related statements of
operations, changes in stockholders' equity and cash flows for the period from
September 10, 1996 ("inception") to December 31, 1996. These financial
statements are the responsibility of ViaVideo's management. Our responsibility
is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ViaVideo (a Company in the
development stage) as of December 31, 1996, and the results of its operations
and its cash flows for the period from inception to December 31, 1996, in
conformity with generally accepted accounting principles.
 
                                          Coopers & Lybrand LLP
 
Austin, Texas
August 21, 1997
 
                                       3
<PAGE>
                         VIAVIDEO COMMUNICATIONS, INC.
                 (FORMERLY KNOWN AS WHAT A VIEW SOFTWARE, INC.)
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                 BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                                          1996
                                                                                      ------------  SEPTEMBER 30,
                                                                                                        1997
                                                                                                    -------------
                                                                                                     (UNAUDITED)
<S>                                                                                   <C>           <C>
                                                     ASSETS
 
Current assets:
  Cash and cash equivalents.........................................................  $ 1,704,936   $  4,589,207
  Inventory.........................................................................      --             202,222
  Prepaids and other current assets.................................................       12,065        239,985
                                                                                      ------------  -------------
      Total current assets..........................................................    1,717,001      5,031,414
Property and equipment:
  Furniture and fixtures............................................................        3,966          8,029
  Equipment.........................................................................       65,004        584,345
  Leasehold improvements............................................................      --              22,111
                                                                                      ------------  -------------
                                                                                           68,970        614,485
  Less accumulated depreciation.....................................................       (4,171 )      (60,306 )
                                                                                      ------------  -------------
    Net property and equipment......................................................       64,799        554,179
Other assets, net...................................................................        7,747        --
                                                                                      ------------  -------------
      Total assets..................................................................  $ 1,789,547   $  5,585,593
                                                                                      ------------  -------------
                                                                                      ------------  -------------
 
                                      LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
  Line of credit....................................................................  $    50,000   $    400,000
  Accounts payable..................................................................       34,517      1,124,060
  Accrued expenses..................................................................       65,291        431,821
                                                                                      ------------  -------------
      Total current liabilities.....................................................      149,808      1,955,881
                                                                                      ------------  -------------
Commitments and contingencies (Notes 4 and 10)
Stockholders' equity:
  Convertible preferred stock, $.001 par value, 5,000,000 and 6,000,000 shares
    authorized, respectively
    Series A preferred, 2,019,448 and 2,574,310 shares issued and outstanding,
      respectively, aggregate liquidation preference of $2,019,448 and $2,574,310,
      respectively..................................................................        2,019          2,574
    Series B preferred, 2,333,334 shares issued and outstanding at September 30,
      1997, aggregate liquidation preference of $7,000,002..........................      --               2,333
  Common stock, $.001 par value, 8,000,000 and 14,000,000 shares authorized,
    respectively, 2,190,554 shares issued and outstanding...........................        2,191          2,191
  Additional paid-in capital........................................................    1,993,004      9,513,758
  Deficit accumulated during the development stage..................................     (357,475 )   (5,891,144 )
                                                                                      ------------  -------------
    Total stockholders' equity......................................................    1,639,739      3,629,712
                                                                                      ------------  -------------
      Total liabilities and stockholders' equity....................................  $ 1,789,547   $  5,585,593
                                                                                      ------------  -------------
                                                                                      ------------  -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       4
<PAGE>
                         VIAVIDEO COMMUNICATIONS, INC.
                 (FORMERLY KNOWN AS WHAT A VIEW SOFTWARE, INC.)
                        (A DEVELOPMENT STAGE ENTERPRISE)
                            STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                     FOR THE
                                                                   PERIOD FROM                      CUMULATIVE
                                                                  SEPTEMBER 10,                      FOR THE
                                                                      1996          FOR THE        PERIOD FROM
                                                                   (INCEPTION)    NINE MONTHS     SEPTEMBER 10,
                                                                       TO            ENDED             1996
                                                                  DECEMBER 31,   SEPTEMBER 30,    (INCEPTION) TO
                                                                      1996           1997       SEPTEMBER 30, 1997
                                                                  -------------  -------------  ------------------
                                                                                            (UNAUDITED)
<S>                                                               <C>            <C>            <C>
Operating expenses:
  Research and development......................................   $   307,576    $ 3,357,691     $    3,665,267
  Sales and marketing...........................................       --           1,044,745          1,044,745
  Manufacturing start-up........................................       --             212,916            212,916
  General and administrative....................................        61,751      1,026,061          1,087,812
                                                                  -------------  -------------  ------------------
        Total operating expenses................................       369,327      5,641,413          6,010,740
                                                                  -------------  -------------  ------------------
 
Operating loss..................................................      (369,327)    (5,641,413)        (6,010,740)
 
Other income (expense):
  Interest expense..............................................          (650)       (12,239)           (12,889)
  Interest income...............................................        12,502        119,983            132,485
                                                                  -------------  -------------  ------------------
        Net loss................................................   $  (357,475)   $(5,533,669)    $   (5,891,144)
                                                                  -------------  -------------  ------------------
                                                                  -------------  -------------  ------------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       5
<PAGE>
                         VIAVIDEO COMMUNICATIONS, INC.
                 (FORMERLY KNOWN AS WHAT A VIEW SOFTWARE, INC.)
                        (A DEVELOPMENT STAGE ENTERPRISE)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
    FOR THE PERIOD FROM SEPTEMBER 10, 1996 (INCEPTION) TO DECEMBER 31, 1996
                  AND THE NINE MONTHS ENDED SEPTEMBER 30, 1997
 
<TABLE>
<CAPTION>
                                               PREFERRED                 COMMON          ADDITIONAL                    TOTAL
                                         ----------------------  ----------------------    PAID-IN    ACCUMULATED   STOCKHOLDERS'
                                          SHARES      AMOUNT      SHARES      AMOUNT       CAPITAL      DEFICIT        EQUITY
                                         ---------  -----------  ---------  -----------  -----------  ------------  ------------
<S>                                      <C>        <C>          <C>        <C>          <C>          <C>           <C>
Issuance of founders stock, September
  10, 1996.............................                          2,160,030   $   2,160    $  (1,160)                 $    1,000
Issuance of shares of Series A
  preferred stock at $1 per share, net
  of issuance costs, on October 24,
  1996.................................  1,960,000   $   1,960                            1,931,754                   1,933,714
Conversion of promissory note into
  common and preferred shares at $0.10
  and $1 per share, respectively, on
  October 24, 1996.....................     59,448          59      30,524          31       62,410                      62,500
Net loss...............................                                                                $ (357,475)     (357,475)
                                         ---------  -----------  ---------  -----------  -----------  ------------  ------------
Balance, December 31, 1996.............  2,019,448       2,019   2,190,554       2,191    1,993,004      (357,475)    1,639,739
Issuance of shares of Series A
  preferred stock at $1 per share, on
  January 29, 1997 (unaudited).........     40,000          40                               39,960                      40,000
Issuance of shares of Series A
  preferred stock at $1 per share, net
  of issuance costs, on April 4, 1997
  (unaudited)..........................    514,862         515                              508,588                     509,103
Issuance of shares of Series B
  preferred stock at $3 per share, net
  of issuance costs, on May 28, 1997
  (unaudited)..........................  2,333,334       2,333                            6,969,974                   6,972,307
Issuance of non-qualified options on
  August 27, 1997 (unaudited)..........                                                       2,232                       2,232
Net loss (unaudited)...................                                                                (5,533,669)   (5,533,669)
                                         ---------  -----------  ---------  -----------  -----------  ------------  ------------
Balance, September 30, 1997
  (unaudited)..........................  4,907,644   $   4,907   2,190,554   $   2,191    $9,513,758   $(5,891,144)  $3,629,712
                                         ---------  -----------  ---------  -----------  -----------  ------------  ------------
                                         ---------  -----------  ---------  -----------  -----------  ------------  ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       6
<PAGE>
                         VIAVIDEO COMMUNICATIONS, INC.
                 (FORMERLY KNOWN AS WHAT A VIEW SOFTWARE, INC.)
                        (A DEVELOPMENT STAGE ENTERPRISE)
 
                            STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                     FOR THE
                                                                   PERIOD FROM                      CUMULATIVE
                                                                  SEPTEMBER 10,                      FOR THE
                                                                      1996                         PERIOD FROM
                                                                   (INCEPTION)   FOR THE NINE     SEPTEMBER 10,
                                                                       TO        MONTHS ENDED          1996
                                                                  DECEMBER 31,   SEPTEMBER 30,    (INCEPTION) TO
                                                                      1996           1997       SEPTEMBER 30, 1997
                                                                  -------------  -------------  ------------------
                                                                                            (UNAUDITED)
<S>                                                               <C>            <C>            <C>
Cash flows from operating activities:
  Net loss......................................................   $  (357,475)   $(5,533,669)    $   (5,891,144)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Depreciation and amortization...............................         4,735         75,135             79,870
    Loss on write-off of assets.................................       --             102,693            102,693
    Issuance of non-qualified options...........................       --               2,232              2,232
    Changes in assets and liabilities:
      Prepaids and other current assets.........................       (12,065)      (227,920)          (239,985)
      Inventory.................................................       --            (202,222)          (202,222)
      Accounts payable and accrued expenses.....................        99,808      1,456,073          1,555,881
                                                                  -------------  -------------  ------------------
        Net cash used in operating activities...................      (264,997)    (4,327,678)        (4,592,675)
                                                                  -------------  -------------  ------------------
Cash flows from investing activities:
  Purchases of property and equipment...........................       (68,970)      (659,461)          (728,431)
  Other expenditures............................................        (8,311)       --                  (8,311)
                                                                  -------------  -------------  ------------------
        Net cash used in investing activities...................       (77,281)      (659,461)          (736,742)
                                                                  -------------  -------------  ------------------
Cash flows from financing activities:
  Net borrowings on line of credit..............................        50,000        350,000            400,000
  Proceeds from issuance of convertible promissory note.........        62,500        --                  62,500
  Proceeds from issuance of common stock........................         1,000        --                   1,000
  Proceeds from issuance of preferred stock.....................     1,933,714      7,521,410          9,455,124
                                                                  -------------  -------------  ------------------
        Net cash provided by financing activities...............     2,047,214      7,871,410          9,918,624
                                                                  -------------  -------------  ------------------
Net increase in cash and cash equivalents.......................     1,704,936      2,884,271          4,589,207
 
Cash and cash equivalents at beginning of period................       --           1,704,936           --
                                                                  -------------  -------------  ------------------
Cash and cash equivalents at end of period......................   $ 1,704,936    $ 4,589,207     $    4,589,207
                                                                  -------------  -------------  ------------------
                                                                  -------------  -------------  ------------------
Supplemental cash flow information:
  Interest paid.................................................   $       230    $     9,559     $        9,789
  Non-cash financing activities:
    Conversion of promissory note for common stock..............   $     3,052        --          $        3,052
    Conversion of promissory note for preferred stock...........   $    59,448        --          $       59,448
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       7
<PAGE>
                         VIAVIDEO COMMUNICATIONS, INC.
                 (FORMERLY KNOWN AS WHAT A VIEW SOFTWARE, INC.)
                        (A DEVELOPMENT STAGE ENTERPRISE)
 
                         NOTES TO FINANCIAL STATEMENTS
 
1. ORGANIZATION AND BASIS OF PRESENTATION:
 
    ViaVideo Communications, Inc. ("ViaVideo"), a Delaware corporation, formerly
known as What a View Software, Inc., was founded on September 10, 1996. ViaVideo
is developing videoconferencing hardware and software that incorporates patented
technology. ViaVideo's products will allow businesses to conduct face-to-face
meetings among dispersed groups without the cost and inconvenience of traveling
to remote locations. ViaVideo intends to market its videoconferencing products
through various worldwide distribution channels and broadly target businesses
that have a need for meeting and communicating with employees, other individuals
or organizations in remote locations.
 
    ViaVideo is devoting substantially all of its present efforts to the design,
testing, production and marketing of its initial product, and to the
establishment of its business. To date ViaVideo has not recognized any revenue
from the sale of any products, licenses, services or merchandise. ViaVideo has
incurred losses from operations since inception. Accordingly, ViaVideo is a
development stage enterprise as defined in Statement of Financial Accounting
Standards ("SFAS") No. 7, "Accounting and Reporting by Development Stage
Enterprises."
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
    USE OF ESTIMATES
 
    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
 
    CASH EQUIVALENTS
 
    For the purpose of the statement of cash flows, ViaVideo's management
considers all highly liquid investments purchased with an original maturity date
of three months or less to be cash equivalents.
 
    PROPERTY AND EQUIPMENT
 
    Property and equipment are stated at cost, net of accumulated depreciation.
Expenditures for normal maintenance of property and equipment are charged
against income as incurred. Expenditures which significantly extend the useful
lives of the assets are capitalized. The costs of assets retired or otherwise
disposed of and the related accumulated depreciation balance are removed from
the accounts and any resulting gain or loss is included in income. Equipment is
depreciated over three years using the straight-line method and furniture and
fixtures are depreciated over five years using the straight-line method.
 
    RESEARCH AND DEVELOPMENT
 
    Research and development costs are charged to operations as incurred.
 
                                       8
<PAGE>
                         VIAVIDEO COMMUNICATIONS, INC.
                 (FORMERLY KNOWN AS WHAT A VIEW SOFTWARE, INC.)
                        (A DEVELOPMENT STAGE ENTERPRISE)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
    INCOME TAXES
 
    ViaVideo accounts for its income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes," under which deferred tax assets or liabilities
are computed based on the difference between the financial statement and income
tax bases of assets and liabilities using the enacted marginal tax rate.
Deferred income tax expenses or credits are based on the changes in the assets
or liabilities from period to period.
 
    NEW ACCOUNTING STANDARDS
 
    In February 1997, the Financial Accounting Standards Board (FASB) issued
SFAS No. 128 "Earnings per Share" and No. 129 "Disclosure of Information about
Capital Structure." SFAS No. 128 specifies the computation, presentation and
disclosure requirements for earnings per share and is designed to improve
earnings per share information by simplifying the existing computational
guidelines and revising the previous disclosure requirements. SFAS No. 129
consolidates the existing disclosure requirements to disclose certain
information about an entity's capital structure. Both statements are effective
for periods ending after December 15, 1997.
 
    In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," which establishes standards for reporting and display of comprehensive
income and its components in a full set of general-purpose financial statements.
SFAS No. 130 is effective for fiscal years beginning after December 15, 1997.
 
    Also in June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Restated Information," which establishes standards for the
way that public business enterprises report information about operating segments
in annual financial statements and requires that those enterprises report
selected information about operating segments in interim financial reports
issued to stockholders. It also establishes standards for related disclosures
about products and services, geographic areas and major customers. SFAS No. 131
is effective for financial statements for periods beginning after December 15,
1997.
 
    Management does not believe the implementation of these recent accounting
pronouncements will have a material effect on its financial statements.
 
3. CONCENTRATIONS OF CREDIT RISK:
 
    ViaVideo's financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and cash equivalents and letters of
credit. ViaVideo's cash and cash equivalents are maintained in demand deposit
accounts and investment accounts with financial institutions in amounts that may
exceed federally insured limits and are invested in securities of the United
States government. Management does not believe there is undue risk of loss
inasmuch as, in management's opinion, the financial institutions in which cash
is deposited are high credit quality institutions and the securities are
obligations of the United States government. However, management estimates that
approximately $144,000 and $4,621,000 of its cash and cash equivalent balances
at December 31, 1996 and September 30, 1997, respectively, were not covered by
federal insurance programs or obligations of the United States government, and
therefore, were subject to potential loss.
 
                                       9
<PAGE>
                         VIAVIDEO COMMUNICATIONS, INC.
                 (FORMERLY KNOWN AS WHAT A VIEW SOFTWARE, INC.)
                        (A DEVELOPMENT STAGE ENTERPRISE)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
3. CONCENTRATIONS OF CREDIT RISK: (CONTINUED)
    During May 1997, a bank issued a standby letter of credit to one of
ViaVideo's major suppliers for $335,000. The letter of credit expires in April
1998 and is collateralized by ViaVideo's certificate of deposit for a similar
amount deposited with the bank. Also, during August 1997, a bank issued a
standby letter of credit to one of ViaVideo's major suppliers for $75,000. The
letter of credit expires in July 1998 and is collateralized by ViaVideo's
certificate of deposit for a similar amount deposited with the bank. As of
September 30, 1997, the suppliers had not made any draws against the letters of
credit.
 
4. COMMITMENTS:
 
    ViaVideo leases its facilities and certain other equipment for its
operations. Rental expense for the period from September 10, 1996 (inception) to
December 31, 1996 and the nine months ended September 30, 1997 was $12,015 and
$92,284, respectively. Future minimum rental payments under operating leases
that have initial or remaining noncancelable lease terms in excess of one year
as of September 30, 1997 are not significant.
 
5. INCOME TAXES:
 
    At December 31, 1996 and September 30, 1997, ViaVideo has net deferred tax
assets of approximately $132,000 and $2,093,000, respectively, arising primarily
from cumulative net operating loss carryforwards and investment tax credits. In
accordance with the provisions of SFAS No. 109, the net deferred tax assets are
fully offset by valuation allowances at December 31, 1996 and September 30, 1997
due to uncertainty of realization of the assets, which has resulted in an
increase to the valuation account at September 30, 1997 of approximately
$1,961,000. At December 31, 1996 and September 30, 1997, ViaVideo had net
operating loss carryforwards of approximately $357,000 and $5,881,000,
respectively, which expire beginning 2011 through 2012. The difference between
ViaVideo's federal income tax at the statutory rate and the effective tax rate
is due primarily to the change in the valuation allowance.
 
6. DEBT:
 
    ViaVideo has a bank credit agreement which provides for a revolving line of
credit of up to $400,000 through May 9, 1997 and up to $750,000 through November
9, 1998. The outstanding balance on the line of credit at December 31, 1996 and
September 30, 1997 was $50,000 and $400,000, respectively, with an interest rate
equal to the bank's prime rate plus 1.5% and 0.75%, respectively (9.75% and
9.25% at December 31, 1996 and September 30, 1997, respectively). The line of
credit is collateralized by substantially all of the assets of ViaVideo. The
line of credit agreement includes a term debt provision which allows ViaVideo to
convert line of credit advances to term financing for approved equipment
purchases made during the period from May 9, 1997 to November 9, 1997. The
unpaid principal balance of equipment advances at November 9, 1997 shall be
repaid over a term of 36 months. Monthly principal and interest payments on
approved equipment advances commence on December 9, 1997. At September 30, 1997,
there were no term debt balances under this provision.
 
    In September 1996, ViaVideo issued a promissory note for $62,500, bearing
interest at a rate of 6% per annum and convertible into ViaVideo's capital stock
upon completion of an equity financing. The note was converted into 30,524
shares of common stock at a conversion rate of $0.10 per share and 59,448 shares
of Series A preferred stock at a conversion rate of $1.00 per share in October
1996.
 
                                       10
<PAGE>
                         VIAVIDEO COMMUNICATIONS, INC.
                 (FORMERLY KNOWN AS WHAT A VIEW SOFTWARE, INC.)
                        (A DEVELOPMENT STAGE ENTERPRISE)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
7. STOCKHOLDERS' EQUITY:
 
    PREFERRED STOCK
 
    ViaVideo's preferred stock consists of Series A and B, which were initially
issued in 1996 and 1997, respectively. Of the 6,000,000 shares of preferred
stock authorized at September 30, 1997, 2,574,310 shares are designated as
Series A and 2,500,000 shares are designated as Series B. The Series A and B
preferred stocks have no mandatory dividend requirement and have a liquidation
preference to any payment on the common stock of $1 and $3, respectively, per
share plus any accrued but unpaid dividends. In the event of the liquidation of
ViaVideo prior to May 31, 1998, and after all other liquidation preferences have
been paid to the Series A and B preferred stockholders, the Series A preferred
stockholders will share ratably, on an as converted basis, in the remaining
assets of ViaVideo with the common stockholders, with the Series A preferred
stockholders receiving up to an aggregate amount of $3.50 per share and
thereafter at a reduced rate equivalent to 50 percent of their ratable share up
to an aggregate amount of $4.75 per share. In the event of the liquidation of
ViaVideo after May 31, 1998, and after all other liquidation preferences have
been paid to the Series A and B preferred stockholders, the Series A and B
preferred stockholders will share ratably, on an as converted basis, in the
remaining assets of ViaVideo with the common stockholders, with the Series A
preferred stockholders receiving up to an aggregate amount of $3.50 per share
and thereafter at a reduced rate equivalent to 50 percent of their ratable share
up to an aggregate amount of $4.75 per share, and with the Series B preferred
stockholders receiving up to an aggregate amount of $9 per share. The Series A
and B preferred stocks are not redeemable but may be converted at the option of
the holder into common stock at the ratio of one share of preferred stock for
one share of common stock, subject to adjustment for dilutive events, with such
conversion occurring automatically upon the occurrence of a public offering of
ViaVideo's common stock, subject to certain requirements. In effecting such
conversion, ViaVideo shall pay any accrued but unpaid dividends on the shares
being converted. The Series A and B preferred stocks have voting rights equal to
common stock voting rights.
 
    COMMON STOCK SPLIT
 
    On October 23, 1996, ViaVideo's Board of Directors approved a 2.16 for 1
stock split of ViaVideo's common stock. Accordingly, all share and share amounts
of common stock for all periods presented have been retroactively adjusted to
reflect the stock split.
 
    STOCK OPTION PLAN
 
    ViaVideo sponsors the 1996 Stock Option/Stock Issuance Plan (the "Plan"),
which is a stock-based incentive compensation plan as described below. ViaVideo
applies Accounting Principles Board ("APB") Opinion No. 25 and related
Interpretations in accounting for the Plan. In 1995, the Financial Accounting
Standards Board issued SFAS No. 123 "Accounting for Stock-Based Compensation"
which, if fully adopted by ViaVideo, would change the method ViaVideo applies in
recognizing the cost of the Plan. Adoption of the cost recognition provisions of
SFAS No. 123 is optional and ViaVideo has decided not to elect these provisions
of SFAS No. 123. However, pro forma disclosures as if ViaVideo adopted the cost
recognition provisions of SFAS No. 123 are required, if material.
 
    The Plan provides for the grant of stock options to officers, key employees
and consultants of ViaVideo to purchase shares of ViaVideo's common stock, to
receive restricted stock, and to receive stock bonuses. As of December 31, 1996
and September 30, 1997, ViaVideo has reserved 750,000 and 1,350,000
 
                                       11
<PAGE>
                         VIAVIDEO COMMUNICATIONS, INC.
                 (FORMERLY KNOWN AS WHAT A VIEW SOFTWARE, INC.)
                        (A DEVELOPMENT STAGE ENTERPRISE)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
7. STOCKHOLDERS' EQUITY: (CONTINUED)
shares, respectively, of common stock for grant under the Plan. Options granted
may be either incentive stock options or nonqualified stock options, as defined
by the Internal Revenue Code. Incentive stock options cannot be granted with an
exercise price of less than 100% of the fair market value of the stock or 110%
of the fair market value of the stock in the case of a 10% or more stockholder
of ViaVideo. The options granted under the Plan are exercisable at anytime on or
after the grant date, vest as determined by the Board of Directors of ViaVideo
on the grant date and expire 10 years from the grant date. In the event the
optionee ceases to provide services to ViaVideo while holding unvested shares,
ViaVideo has the right to repurchase the unvested shares at the exercise price.
In the event the options granted are forfeited or expire, the shares of common
stock subject to those rights will again be available for issuance under the
Plan.
 
    A summary of the status of ViaVideo's stock options as of December 31, 1996
and September 30, 1997, and the changes during the period from September 10,
1996 (inception) to December 31, 1996 and the nine months ended September 30,
1997, is presented below:
 
<TABLE>
<CAPTION>
                                                                      OPTIONS OUTSTANDING
                                                                 -----------------------------
                                                                             WEIGHTED-AVERAGE
                                                                 NUMBER OF    EXERCISE PRICES
                                                                   SHARES        PER SHARE
                                                                 ----------  -----------------
<S>                                                              <C>         <C>
  Balance, September 10, 1996 (Inception)......................      --
                                                                 ----------
  Balance, December 31, 1996...................................      --
    Granted....................................................   1,167,250      $    0.46
                                                                 ----------
  Balance, September 30, 1997..................................   1,167,250      $    0.46
                                                                 ----------          -----
                                                                 ----------          -----
  Exercisable at December 31, 1996.............................      --
  Exercisable at September 30, 1997............................   1,167,250      $    0.46
</TABLE>
 
The weighted-average fair value of options granted during the nine months ended
September 30, 1997 was $0.12. The fair value of each stock option granted during
the nine months ended September 30, 1997 is estimated on the date of grant using
the minimum value method with the following weighted-average assumptions: no
dividend yield; risk-free interest rate of 6.35%; the expected lives of options
are five years.
 
<TABLE>
<CAPTION>
                      OPTIONS OUTSTANDING                                 OPTIONS EXERCISABLE
- ----------------------------------------------------------------  -----------------------------------
                       NUMBER                                            NUMBER
   RANGE OF         OUTSTANDING       WTGD. AVG.    WTGD/ AVG.        EXERCISABLE        WTGD. AVG.
   EXERCISE       AT SEPTEMBER 30,     REMAINING     EXERCISE       AT SEPTEMBER 30,      EXERCISE
    PRICES              1997          CONTR. LIFE      PRICE              1997              PRICE
- --------------  --------------------  -----------  -------------  --------------------  -------------
<S>             <C>                   <C>          <C>            <C>                   <C>
 $.10 - $1.00         1,047,750        10 years      $    0.20          1,047,750         $    0.20
$2.03 - $3.03           119,500        10 years      $    2.78            119,500         $    2.78
    Total             1,167,250        10 years      $    0.46          1,167,250         $    0.46
</TABLE>
 
    During the nine months ended September 30, 1997, ViaVideo did not incur any
compensation costs for the Plan under APB Opinion No. 25 and, if ViaVideo had
fully adopted SFAS No. 123, the compensation costs that would have been incurred
would not have been significant. This may not be
 
                                       12
<PAGE>
                         VIAVIDEO COMMUNICATIONS, INC.
                 (FORMERLY KNOWN AS WHAT A VIEW SOFTWARE, INC.)
                        (A DEVELOPMENT STAGE ENTERPRISE)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
7. STOCKHOLDERS' EQUITY: (CONTINUED)
indicative of the effect in future periods. ViaVideo anticipates making awards
in the future under its stock-based compensation plan.
 
8. MERGER AGREEMENT:
 
    On June 11, 1997, ViaVideo entered into a definitive merger agreement with
Polycom, Inc. ("Polycom"), a publicly held company. Once all of the conditions
for closing have been satisfied by ViaVideo, Polycom will issue 1.183684 shares
of Polycom common stock or stock options (subject to adjustment if Polycom's
share price exceeds $9.00 at the time of closing) in exchange for each share of
ViaVideo's common stock or stock options. In addition, immediately prior to the
merger, each share of ViaVideo preferred stock will be converted into one (1)
share of ViaVideo common stock. Among the various conditions for closing that
must be met by March 31, 1998 are: development and completion of products in
compliance with agreed upon specifications, at least $75,000 in product sales, a
Polycom share price of at least $3.00 per share, and the ability to account for
the merger under the pooling of interests method.
 
9. SERVICES AGREEMENTS:
 
    During May 1997, ViaVideo entered into a services agreement with Polycom. At
ViaVideo's request, Polycom provides consulting and administrative support
services to ViaVideo that are primarily related to research and development,
sales, business development and manufacturing. Polycom charges ViaVideo for its
actual cost for the services rendered plus 10 percent of its costs. The services
agreement will expire when mutually terminated. From May 1997 through September
30, 1997, ViaVideo incurred approximately $284,000 in expenses for services
received pursuant to this agreement.
 
    During July 1997, Polycom entered into a services agreement with ViaVideo.
At Polycom's request, ViaVideo will provide consulting and administrative
support services to Polycom that are primarily related to marketing, business
development, sales engineering, public relations and office space for one of
Polycom's employees. ViaVideo charges Polycom for its actual costs for the
services rendered plus 10 percent of its costs. The services agreement can be
terminated upon 30 days notice from either party. From July 1997 through
September 1997, ViaVideo billed Polycom approximately $65,000 for services
provided pursuant to this agreement.
 
10. SUBSEQUENT EVENT:
 
    LITIGATION
 
    ViaVideo is a defendant in various lawsuits arising in the ordinary course
of business. ViaVideo's management is currently determining what effect the
outcome of these lawsuits could have on ViaVideo's fourth quarter of 1997
financial position, results of operations or cash flows, if disposed
unfavorably.
 
                                       13
<PAGE>
    (b) Pro Forma Financial Information.
 
                     UNAUDITED PRO FORMA CONDENSED COMBINED
                              FINANCIAL STATEMENTS
 
    The following unaudited pro forma condensed combined financial statements,
including the notes thereto, are qualified in their entirety by reference to,
and should be read in conjunction with, the historical consolidated financial
statements of Polycom and ViaVideo, including the notes thereto, which are
included herein or are otherwise publicly available.
 
    The unaudited pro forma condensed combined financial statements assume a
business combination between Polycom and ViaVideo accounted for on a
pooling-of-interests basis and are based on each company's respective historical
consolidated financial statements and notes thereto, which are included herein
or are otherwise publicly available. The unaudited pro forma condensed combined
balance sheet combines Polycom's consolidated condensed balance sheet as of
September 30, 1997 with ViaVideo's condensed balance sheet as of September 30,
1997, giving effect to the Merger as if it had occurred on September 30, 1997.
The unaudited pro forma condensed combined statements of operations combine
Polycom's historical results for the nine months ended September 30, 1997 and
the year ended December 28, 1996, with ViaVideo's historical results for the
nine months ended September 30, 1997 and the period from September 10, 1996
(inception) to December 31, 1996, respectively, giving effect to the Merger as
if it had occurred at September 10, 1996 and January 1, 1997, the earliest
period presented. The 1994 and 1995 periods are not presented due to the fact
that ViaVideo began operations on September of 1996 and therefore the 1994 and
1995 pro forma information for such periods would be the same as the historical
information of Polycom only.
 
    The pro forma information is presented for illustrative purposes only and is
not necessarily indicative of the operating results or financial position that
would have occurred if the Merger had been consummated at the beginning of the
earliest period presented, nor is it necessarily indicative of future operating
results or financial position.
 
              UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                        POLYCOM AT     VIAVIDEO AT
                                                                       SEPTEMBER 30,  SEPTEMBER 30,    PRO FORMA     PRO FORMA
                                                                           1997           1997        ADJUSTMENTS    COMBINED
                                                                       -------------  -------------  -------------  -----------
<S>                                                                    <C>            <C>            <C>            <C>
                                                            ASSETS
Current assets:
  Cash and cash equivalents..........................................    $  16,664      $   4,589                    $  21,253
  Short-term investments.............................................        1,752                                       1,752
  Accounts receivable, net...........................................        7,395                          (215)        7,180
  Inventories........................................................        9,023            203                        9,226
  Prepaids and other current assets..................................        1,180            240            (65)        1,355
                                                                       -------------  -------------        -----    -----------
    Total current assets.............................................       36,014          5,032           (280)       40,766
 
Property and equipment, net..........................................        3,647            554                        4,201
Deposits and other assets............................................          359                                         359
                                                                       -------------  -------------        -----    -----------
    Total assets.....................................................    $  40,020      $   5,586      $    (280)    $  45,326
                                                                       -------------  -------------        -----    -----------
                                                                       -------------  -------------        -----    -----------
                                             LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Line of credit.....................................................                         400                          400
  Accounts payable...................................................    $   6,900      $   1,124           (280)    $   7,744
  Accrued and other current liabilities..............................        2,657            432                        3,089
                                                                       -------------  -------------        -----    -----------
    Total current liabilities........................................        9,557          1,956           (280)       11,233
 
Stockholders' equity:
  Preferred stock, series A..........................................                           3             (3)
  Preferred stock, series B..........................................                           2             (2)
  Common stock.......................................................           10              2              5            17
  Additional paid-in capital.........................................       42,828          9,514                       52,342
  Notes receivable from stockholders.................................          (22)                                        (22)
  Accumulated deficit................................................      (12,353)        (5,891)                     (18,244)
                                                                       -------------  -------------        -----    -----------
    Total stockholders' equity.......................................       30,463          3,630                       34,093
                                                                       -------------  -------------        -----    -----------
                                                                         $  40,020      $   5,586      $    (280)    $  45,326
                                                                       -------------  -------------        -----    -----------
                                                                       -------------  -------------        -----    -----------
</TABLE>
 
   See notes to unaudited pro forma condensed combined financial statements.
 
                                       14
<PAGE>
        UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                       VIAVIDEO                            PRO FORMA
                                                      POLYCOM       FOR THE PERIOD                          COMBINED
                                                    FOR THE YEAR  FROM SEPTEMBER 10,                      FOR THE YEAR
                                                       ENDED      1996 (INCEPTION) TO                        ENDED
                                                    DECEMBER 31,     DECEMBER 31,          PRO FORMA      DECEMBER 31,
                                                        1996             1996             ADJUSTMENTS         1996
                                                    ------------  -------------------  -----------------  ------------
<S>                                                 <C>           <C>                  <C>                <C>
Net revenues......................................   $   37,032                                            $   37,032
Cost of net revenues..............................       17,698                                                17,698
                                                    ------------                                          ------------
    Gross profit..................................       19,334                                                19,334
                                                    ------------                                          ------------
Operating expenses:
  Sales and marketing.............................        9,095                                                 9,095
  Research and development........................        7,574        $     308                                7,882
  General and administrative......................        2,148               61                                2,209
                                                    ------------          ------                          ------------
    Total operating expenses......................       18,817              369                               19,186
                                                    ------------          ------                          ------------
      Operating income (loss).....................          517             (369)                                 148
                                                    ------------          ------                          ------------
Interest income...................................          784               12                                  796
Litigation settlement income, net.................          303                                                   303
Other income (expense)............................          (13)                                                  (13)
                                                    ------------          ------                          ------------
    Income (loss) before provision for income
      taxes.......................................        1,591             (357)                               1,234
Provision for income taxes........................          108                                                   108
                                                    ------------          ------                          ------------
      Net income (loss)...........................   $    1,483        $    (357)                          $    1,126
                                                    ------------          ------                          ------------
                                                    ------------          ------                          ------------
Net income (loss) per share.......................   $     0.08        $   (0.16)                          $     0.05
                                                    ------------          ------                          ------------
                                                    ------------          ------                          ------------
Shares used in per share computation..............       18,898            2,179                               22,936
</TABLE>
 
   See notes to unaudited pro forma condensed combined financial statements.
 
                                       15
<PAGE>
        UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                                           PRO FORMA
                                                           POLYCOM       VIAVIDEO                          COMBINED
                                                         NINE MONTHS    NINE MONTHS                       NINE MONTHS
                                                            ENDED          ENDED                             ENDED
                                                        SEPTEMBER 30,  SEPTEMBER 30,      PRO FORMA      SEPTEMBER 30,
                                                            1997           1997          ADJUSTMENTS         1997
                                                        -------------  -------------  -----------------  -------------
<S>                                                     <C>            <C>            <C>                <C>
Net revenues..........................................    $  34,517                                        $  34,517
Cost of net revenues..................................       18,556                                           18,556
                                                        -------------                                    -------------
    Gross profit......................................       15,961                                           15,961
                                                        -------------                                    -------------
Operating expenses:
  Sales and marketing.................................        8,110      $   1,045                             9,155
  Research and development............................        6,768          3,358                            10,126
  General and administrative..........................        2,370          1,026                             3,396
  Acquisition expenses................................          473                                              473
  Manufacturing start-up..............................                         213                               213
                                                        -------------  -------------                     -------------
    Total operating expenses..........................       17,721          5,642                            23,363
                                                        -------------  -------------                     -------------
      Operating Income (loss).........................       (1,760)        (5,642)                           (7,402)
                                                        -------------  -------------                     -------------
Interest income, net..................................          688            108                               796
                                                        -------------  -------------                     -------------
      Net loss........................................    $  (1,072)     $  (5,534)                        $  (6,606)
                                                        -------------  -------------                     -------------
                                                        -------------  -------------                     -------------
Net loss per share....................................    $   (0.06)     $   (2.53)                        $   (0.26)
                                                        -------------  -------------                     -------------
                                                        -------------  -------------                     -------------
Shares used in per share computation..................       19,053          2,191                            25,743
</TABLE>
 
   See notes to unaudited pro forma condensed combined financial statements.
 
                                       16
<PAGE>
                NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
                              FINANCIAL STATEMENTS
 
    NOTE A:  The Polycom consolidated statement of operations for the year ended
December 31, 1996 has been combined with ViaVideo consolidated statement of
operations for the period from September 10, 1996 ("inception") to December 31,
1996. Additionally, the Polycom statement of operations for the nine months
ended September 30, 1997 has been combined with ViaVideo's statement of
operations for the nine months ended September 30, 1997. This method of
combining the two companies is for the presentation of unaudited pro forma
condensed combined financial statements only. The unaudited pro forma condensed
combined financial statements, including the notes thereto, should be read in
conjunction with the historical consolidated financial statements of Polycom and
ViaVideo which are included elsewhere in this document or are otherwise publicly
available.
 
    NOTE B:  The unaudited pro forma condensed combined statements of operations
for Polycom and ViaVideo has been prepared as if the Merger was completed at the
beginning of the earliest period presented. The unaudited pro forma combined net
income (loss) per share is based on the combined weighted average number of
common and common equivalent shares of Polycom Common Stock and ViaVideo's
Common Stock for each period, based upon the Exchange Ratio of 1.183684 shares
of Polycom Common Stock for each share of ViaVideo's Common Stock. The unaudited
pro forma condensed combined financial statements assume that all of ViaVideo's
Preferred Stock will convert into shares of ViaVideo Common Stock on a one for
one basis.
 
    NOTE C:
 
  1.  PRO FORMA BASIS OF PRESENTATION
 
    These unaudited pro forma condensed combined financial statements reflect
the issuance of 8,402,023 shares of Polycom Common Stock in exchange for an
aggregate of 2,190,554 shares of ViaVideo Common Stock and 4,907,644 shares of
ViaVideo Preferred Stock (outstanding as of September 30, 1997) in connection
with the Merger based on the Exchange Ratio of 1.183684 share of Polycom Common
Stock for every 1.0 share of ViaVideo's Common Stock. Prior to the Merger, all
of ViaVideo's Preferred Stock will convert into shares of ViaVideo Common Stock
on a one for one basis.
 
    The following table details the pro forma share issuances in connection with
the Merger:
 
<TABLE>
<CAPTION>
                                                    PREFERRED                                  NUMBER OF SHARES
                                                     SHARES        COMMON SHARES    EXCHANGE      OF POLYCOM
                                                   OUTSTANDING      OUTSTANDING      RATIO       COMMON STOCK
                                                 ---------------  ---------------  ----------  -----------------
<S>                                              <C>              <C>              <C>         <C>
ViaVideo.......................................      4,907,644        2,190,554
Polycom........................................                                      1.183684        8,402,023
Number of Shares of Polycom Common Stock
  Outstanding at September 30, 1997............                                                     19,179,387
                                                                                               -----------------
  Total Number of Shares of Polycom Common
    Stock Outstanding After Completion of
    Merger.....................................                                                     27,581,410
                                                                                               -----------------
                                                                                               -----------------
</TABLE>
 
    The actual number of shares of Polycom Common Stock to be issued will be
determined at the effective time of the Merger based on the number of shares of
ViaVideo Common Stock outstanding at such time.
 
    The pro forma adjustments consist of the elimination of intercompany
accounts and transactions.
 
                                       17
<PAGE>
                NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
                        FINANCIAL STATEMENTS (CONTINUED)
 
  2.  TRANSACTION COSTS
 
    Polycom and ViaVideo estimated they will incur direct transaction costs of
approximately $737,000 associated with the Merger consisting of transaction fees
for investment bankers, attorneys, accountants, financial printing and other
related charges. At September 30, 1997, approximately $610,000 of transaction
related costs had been incurred. These nonrecurring transaction costs will be
charged to operations through the quarter ending March 31, 1998.
 
    The Unaudited Pro Forma Condensed Combined Balance Sheet gives effect to
estimated direct transaction costs and merger related expenses incurred as of
September 30, 1997. Any additional costs and expenses not incurred through
September 30, 1997 are not reflected in the Unaudited Pro Forma Condensed
Combined Statements of Income.
 
    NOTE D:  No adjustments have been made to conform the accounting policies of
the combined companies. The nature and extent of such adjustments, if any, will
be based upon further study and analysis and are not expected to be significant.
 
                                       18
<PAGE>
    (c) Exhibits:
 
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER
- -----------
<C>          <S>
       2.1(1) Agreement and Plan of Reorganization, dated as of June 11, 1997, by and among the Registrant, Venice
               Acquisition Corporation and ViaVideo Communications, Inc.
 
       2.2   Amendment No. 1 to the Agreement and Plan of Reorganization, dated as of September 29, 1997, by and
               among the Registrant, Venice Acquisition Corporation and ViaVideo Communications, Inc.
 
       2.3   Certificate of Merger between Venice Acquisition Corporation and ViaVideo Communications, Inc. as filed
               with the Delaware Secretary of State on January 2, 1998.
 
      20.1   Press Release of the Registrant dated January 5, 1998.
</TABLE>
 
- ------------------------
 
(1) Incorporated by reference to Exhibit 2.1 to Form 8-K filed by the Registrant
    with the Securities and Exchange Commission on August 13, 1997.
 
                                       19
<PAGE>
                                   SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
 
<TABLE>
<S>                             <C>  <C>
                                POLYCOM, INC.
 
Dated: January 16, 1998         By:            /s/ MICHAEL R. KOUREY
                                     -----------------------------------------
                                                 Michael R. Kourey,
                                            VICE PRESIDENT, FINANCE AND
                                      ADMINISTRATION, CHIEF FINANCIAL OFFICER
                                                   AND SECRETARY
</TABLE>
 
                                       20
<PAGE>
                                 EXHIBIT INDEX
                            DESCRIPTION OF DOCUMENT
 
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER
- -----------
<C>          <S>
       2.1(1) Agreement and Plan of Reorganization, dated as of June 11, 1997, by and among the Registrant, Venice
               Acquisition Corporation and ViaVideo Communications, Inc.
 
       2.2   Amendment No. 1 to the Agreement and Plan of Reorganization, dated as of September 29, 1997, by and
               among the Registrant, Venice Acquisition Corporation and ViaVideo Communications, Inc.
 
       2.3   Certificate of Merger between Venice Acquisition Corporation and ViaVideo Communications, Inc. as filed
               with the Delaware Secretary of State on January 2, 1998.
 
      20.1   Press Release of the Registrant dated January 5, 1998.
</TABLE>
 
- ------------------------
 
(1) Incorporated by reference to Exhibit 2.1 to Form 8-K filed by the Registrant
    with the Securities and Exchange Commission on August 13, 1997.

<PAGE>
                                  EXHIBIT 2.2
          AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF REORGANIZATION
<PAGE>
          AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF REORGANIZATION
 
    THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF REORGANIZATION (the
"Amendment") is made and is effective as of September 29, 1997, by and among
Polycom, Inc., a Delaware corporation ("Polycom"), Venice Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Polycom
("Merger Sub") and ViaVideo Communications, Inc., a Delaware corporation
("ViaVideo").
 
    WHEREAS, Polycom, Merger Sub and ViaVideo are parties to that certain
Agreement and Plan of Reorganization dated as of June 11, 1997 (the
"Reorganization Agreement"), pursuant to which Merger Sub will merge with and
into ViaVideo, with ViaVideo becoming a wholly-owned subsidiary of Polycom.
 
    WHEREAS, the parties desire to enter into this Agreement to provide for the
amendment and addition of various sections of the Reorganization Agreement
pursuant to Section 7.4 of the Reorganization Agreement.
 
    NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties, intending to be legally
bound, hereto hereby agree as follows:
 
    1.  AMENDMENT OF SUBSECTION 1.4(A).  Subsection 1.4(a) to the Reorganization
Agreement is hereby amended to read in its entirety as follows:
 
        (a) At the Effective Time, the Certificate of Incorporation of Merger
    Sub, as in effect immediately prior to the Effective Time, shall be the
    Certificate of Incorporation of the Surviving Corporation until thereafter
    amended as provided by Delaware Law and such Certificate of Incorporation;
    provided, however, that Article I of the Certificate of Incorporation of the
    Surviving Corporation shall be amended to read as follows: "The name of the
    corporation is ViaVideo Communications, Inc."
 
    2.  ADDITION OF SECTION 1.12.  Section 1.12 shall be added to the
Reorganization Agreement to read in its entirety as follows:
 
        1.12  EXEMPTION FROM REGISTRATION.  The shares of Polycom Common Stock
    to be issued in connection with the Merger will be issued in a transaction
    exempt from registration under the Securities Act of 1933, as amended (the
    "Securities Act"), by reason of Section 4(2) thereof.
 
    3.  AMENDMENT OF SECTION 2.24.  Section 2.24 of the Reorganization Agreement
is hereby amended to read in its entirety as follows:
 
        2.24  PROXY STATEMENT; INFORMATION STATEMENT.  The information supplied
    by ViaVideo for inclusion in the proxy statement to be sent to the
    stockholders of Polycom (the "Proxy Statement") and for inclusion in the
    information statement to be sent to the stockholders of ViaVideo (the
    "Information Statement") in connection with the meeting of Polycom's
    stockholders to consider the Merger (the "Polycom Stockholders Meeting") and
    in connection with the meeting of ViaVideo's stockholders to consider the
    Merger (the "ViaVideo Stockholders Meeting"), respectively, shall not, on
    the date the Proxy Statement is first mailed to Polycom's stockholders, on
    the date the Information Statement is first mailed to ViaVideo's
    stockholders, at the time of the Polycom Stockholders Meeting, the time of
    the ViaVideo Stockholders Meeting and at the Effective Time, contain any
    statement which, at such time, is false or misleading with respect to any
    material fact, or omit to state any material fact necessary in order to make
    the statements made therein, in light of the circumstances under which they
    are made, not false or misleading; or omit to state any material fact
    necessary to correct any statement in any earlier communication with respect
    to the solicitation of proxies for the Polycom Stockholders Meeting or the
    ViaVideo Stockholders Meeting which has become false or misleading. If at
    any time prior to the Effective Time any event or information should be
    discovered by ViaVideo which should be set forth in a supplement to the
    Proxy Statement or Information Statement, ViaVideo will promptly inform
    Polycom or Merger Sub. Notwithstanding the foregoing, ViaVideo makes no
 
                                       1
<PAGE>
    representation, warranty or covenant with respect to any information
    supplied by Polycom or Merger Sub which is contained in any of the foregoing
    documents.
 
    4.  AMENDMENT OF SECTION 3.15.  Section 3.15 to the Reorganization Agreement
is hereby amended to read in its entirety as follows:
 
        3.15  PROXY STATEMENT; INFORMATION STATEMENT.  The information supplied
    by Polycom or Merger Sub for inclusion in Proxy Statement and for inclusion
    in the Information Statement in connection with the Polycom Stockholders
    Meeting and in connection with the ViaVideo Stockholders Meeting shall not,
    on the date the Proxy Statement is first mailed to Polycom's stockholders,
    on the date the Information Statement is first mailed to ViaVideo's
    stockholders, at the time of the Polycom Stockholders Meeting, the time of
    the ViaVideo Stockholders Meeting and at the Effective Time, contain any
    statement which, at such time, is false or misleading with respect to any
    material fact, or omit to state any material fact necessary in order to make
    the statements made therein, in light of the circumstances under which they
    are made, not false or misleading; or omit to state any material fact
    necessary to correct any statement in any earlier communication with respect
    to the solicitation of proxies for the Polycom Stockholders Meeting or the
    ViaVideo Stockholders Meeting which has become false or misleading. If at
    any time prior to the Effective Time any event or information should be
    discovered by Polycom or Merger Sub which should be set forth in a
    supplement to the Proxy Statement or Information Statement, Polycom or
    Merger Sub will promptly inform ViaVideo. Notwithstanding the foregoing,
    Polycom and Merger Sub makes no representation, warranty or covenant with
    respect to any information supplied by ViaVideo which is contained in any of
    the foregoing documents.
 
    5.  AMENDMENT OF SUBSECTION 4.3(B).  Subsection 4.3(b) to the Reorganization
Agreement is hereby amended to read in its entirety as follows:
 
        (b)  ISSUANCE OF SECURITIES.  Issue, deliver, sell, authorize or propose
    the issuance, delivery or sale of, or purchase or propose the purchase of,
    any shares of its capital stock or securities convertible into, or
    subscriptions, rights, warrants or options to acquire, or other agreements
    or commitments of any character obligating it to issue any such shares or
    other convertible securities, other than (i) the issuance of shares of its
    Common Stock pursuant to the exercise of stock options, warrants or other
    rights therefor outstanding as of the date of this Agreement, or (ii) the
    grant of stock options to service providers in the ordinary course of
    business, provided that the aggregate of (i) and (ii) above shall not exceed
    127,000 shares after the date hereof;
 
    6.  AMENDMENT OF SECTION 5.1.  Section 5.1 to the Reorganization Agreement
is hereby amended to read in its entirety as follows:
 
        5.1  PROXY STATEMENT; INFORMATION STATEMENT.  As promptly as practicable
    after the execution of this Agreement, Polycom and ViaVideo shall prepare,
    and Polycom shall file with the SEC, preliminary proxy materials relating to
    the approval of the Merger and the transactions contemplated hereby by the
    stockholders of Polycom and, as promptly as practicable following receipt of
    SEC comments thereon, Polycom shall file with the SEC revised proxy
    materials which comply in form with applicable SEC requirements and shall
    use all reasonable efforts to cause the Proxy Materials to be approved by
    the SEC as soon thereafter as practicable; provided, however, that neither
    Polycom nor ViaVideo shall be obligated to agree to account for the Merger
    as a "purchase" in order to cause the Proxy Materials to be approved by the
    SEC. The Proxy Statement shall include the recommendation of the Polycom's
    Board of Directors in favor of the Merger; provided that such recommendation
    may not be included, or may be withdrawn if previously included, if
    Polycom's Board of Directors believes in good faith and, upon written advice
    of its outside legal counsel, shall determine that to include such
    recommendation, or not withdraw such recommendation if previously included,
    would constitute a breach of Polycom's Board of Directors' fiduciary duty
    under applicable law. Polycom will update and amend the Proxy Materials to
    the extent necessary prior to the closing.
 
                                       2
<PAGE>
    7.  AMENDMENT OF SECTION 5.2.  Section 5.2 to the Reorganization Agreement
is hereby amended to read in its entirety as follows:
 
        5.2.  MEETING OF STOCKHOLDERS.
 
            (a) ViaVideo shall promptly after the date hereof take all action
       necessary in accordance with Delaware Law and its Certificate of
       Incorporation and Bylaws to convene the ViaVideo Stockholders Meeting
       within 45 days of the Proxy Statement being approved by the SEC. ViaVideo
       shall consult with Polycom and use all reasonable efforts to hold the
       ViaVideo Stockholders Meeting on the same day as the Polycom Stockholders
       Meeting and shall not postpone or adjourn (other than for the absence of
       a quorum) the ViaVideo Stockholders Meeting without the consent of
       Polycom. Subject to Section 5.1, ViaVideo shall use its best efforts to
       solicit from stockholders of ViaVideo proxies in favor of the Merger and
       shall take all other action necessary or advisable to secure the vote or
       consent of stockholders required to effect the Merger.
 
            (b) Polycom shall promptly after the date hereof take all action
       necessary in accordance with Delaware Law and its Certificate of
       Incorporation and Bylaws to convene the Polycom Stockholders Meeting
       within 45 days of the Proxy Statement being approved by the SEC. Polycom
       shall consult with ViaVideo and use all reasonable efforts to hold the
       Polycom Stockholders Meeting on the same day as the ViaVideo Stockholders
       Meeting and shall not postpone or adjourn (other than for the absence of
       a quorum) the Polycom Stockholders Meeting without the consent of
       ViaVideo. Subject to Section 5.1, Polycom shall use its best efforts to
       solicit from stockholders of Polycom proxies in favor of the Merger and
       shall take all other action necessary or advisable to secure the vote or
       consent of stockholders required to effect the Merger.
 
    8.  AMENDMENT OF SECTION 5.22.  Section 5.22 to the Reorganization Agreement
is hereby amended to read in its entirety as follows:
 
        5.22  EXPENSES.  Whether or not the Merger is consummated, all costs and
    expenses incurred in connection with this Agreement, the certificate of
    Merger and the transactions contemplated hereby and thereby shall be paid by
    the party incurring such expense; provided, however, that any out-of-pocket
    expenses incurred by Target (including, without limitation, fees and
    expenses of one legal counsel to the Target, financial advisors and
    accountants) in excess of $175,000 (which amount shall be subject to
    reasonable increases in the event of unexpected and material changes in the
    scope of work required by such counsel, advisors or accountants, approval of
    which shall not be unreasonably withheld) in addition to fees and expenses
    of more than one legal counsel shall remain an obligation of Target's
    stockholders.
 
    9.  ADDITION OF SECTION 5.27.  Section 5.27 shall be added to the
Reorganization Agreement to read in its entirety as follows:
 
        5.27  REGISTRATION RIGHTS.  Polycom hereby agrees to grant to the
    holders of Polycom Common Stock issued pursuant to this Agreement,
    registration rights as set forth in the Declaration of Registration Rights
    in the form attached hereto as EXHIBIT I.
 
    10.  AMENDMENT OF SUBSECTION 6.1(b).  Subsection (b) to Section 6.1 to the
Reorganization Agreement is hereby amended to read in its entirety as follows:
 
           (b)  PROXY STATEMENT APPROVED.  The SEC shall have approved the Proxy
       Statement. No stop order suspending the Proxy Statement or any part
       thereof shall have been issued and no proceeding for that purpose shall
       have been initiated or threatened by the SEC and all request for
       additional information on the part of the SEC shall have been complied
       with to the reasonable satisfaction of the parties thereto.
 
                                       3
<PAGE>
    11.  AMENDMENT OF SECTION 9.1.  Section 9.1 to the Reorganization Agreement
is hereby amended to read in its entirety as follows:
 
        9.1  SURVIVAL AT EFFECTIVE TIME.  The representations, warranties and
    agreements set forth in this Agreement shall survive after the Effective
    Time and shall terminate at the earlier of (i) twelve (12) months after the
    Effective Time or (ii) the issuance of Polycom's audited financial
    statements for the year ending December 31, 1997 or December 31, 1998,
    depending on the Closing Date, which include the results of ViaVideo (the
    "Termination Date"), except that the agreements set forth in Article I,
    Section 5.4 (Confidentiality), 5.7 (Pooling Accounting), 5,8 (Affiliate
    Agreements), 5.13 (Employee Benefit Plans), 5.16 (Form S-8), 5.17
    (Stockholder's Representation Agreement), 5.22 (Reorganization), 5.25
    (Reasonable Commercial Efforts and Further Assurances), 7.3 (Expenses and
    Termination Fees), 7.4 (Amendment), Article VIII and this Article IX shall
    survive the Termination Date.
 
    12.  AMENDMENT OF SECTION 9.2.  Section 9.2 to the Reorganization Agreement
is hereby amended to read in its entirety as follows:
 
        9.2.  NOTICES.  All notices and other communications hereunder shall be
    in writing and shall be deemed given if delivered personally or by
    commercial delivery service, or mailed by registered or certified mail
    (return receipt requested) or sent via facsimile (with confirmation of
    receipt) to the parties at the following address (or at such other address
    for a party as shall be specified by like notice):
 
       (a) if to Polycom or Merger Sub, to:
 
           Polycom, Inc.
 
           2584 Junction Avenue
 
           San Jose, CA 95134
 
           Attention: President
 
           Tel: (408) 526-9000
 
           Fax: (408) 526-9100
 
           with a copy to:
 
           Gunderson Dettmer Stough Villeneuve
 
             Franklin & Hachigian, LLP
 
           155 Constitution Drive
 
           Menlo Park, CA 94025
 
           Attention: Jeffrey P. Higgins
 
           Tel: (650) 321-2400
 
           Fax: (650) 321-2800
 
                                       4
<PAGE>
       (b) if to ViaVideo, to:
 
           ViaVideo Communications, Inc.
 
           8900 Shoal Creek
 
           Building 300
 
           Austin, TX 78757
 
           Attention: President
 
           Tel: (512) 923-9633
 
           Fax: (512) 342-7179
 
           with a copy to:
 
           Brobeck, Phleger & Harrison LLP
 
           301 Congress Avenue
 
           12(th) Floor
 
           Austin, TX 78701
 
           Attention: Carmelo M. Gordian
 
           Tel: (512) 477-5495
 
           Fax: (512) 477-5813
 
    13.  EXECUTION IN COUNTERPARTS.  This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument.
 
    14.  GOVERNING LAW.  This Amendment shall be governed and construed by and
construed in accordance with the laws of the State of California.
 
    15.  HEADINGS.  Section headings in this Amendment are included herein for
the convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
 
    16.  REORGANIZATION AGREEMENT.  Except as expressly amended herein, the
Reorganization Agreement shall remain in full force and effect.
 
                                       5
<PAGE>
    IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
 
<TABLE>
<CAPTION>
                                                POLYCOM, INC.
 
<S>                                             <C>        <C>
                                                By:                 /s/ BRIAN L. HINMAN
                                                           -------------------------------------
                                                                      Brian L. Hinman
                                                                  CHIEF EXECUTIVE OFFICER
 
                                                VENICE ACQUISITION CORPORATION
 
                                                By:                 /s/ BRIAN L. HINMAN
                                                           -------------------------------------
                                                                      Brian L. Hinman
                                                                         PRESIDENT
 
                                                VIAVIDEO COMMUNICATIONS, INC.
 
                                                By:                 /s/ CRAIG B. MALLOY
                                                           -------------------------------------
                                                                      Craig B. Malloy
                                                                         PRESIDENT
</TABLE>
 
                                       6

<PAGE>
                                  EXHIBIT 2.3
                             CERTIFICATE OF MERGER
<PAGE>
                             CERTIFICATE OF MERGER
                                    MERGING
                         VENICE ACQUISITION CORPORATION
                                 WITH AND INTO
                         VIAVIDEO COMMUNICATIONS, INC.
 
                            ------------------------
 
Pursuant to Section 251 of the General Corporation Law of the State of Delaware
 
                            ------------------------
 
    Venice Acquisition Corporation, a Delaware corporation ("Merger Sub"), and
ViaVideo Communications, Inc. ("Target"), DO HEREBY CERTIFY AS FOLLOWS:
 
    FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:
 
<TABLE>
<CAPTION>
                                                                                STATE OF
NAME                                                                         INCORPORATION
- ------------------------------------------------------------------------  --------------------
<S>                                                                       <C>
Venice Acquisition Corporation..........................................        Delaware
ViaVideo Communications, Inc............................................        Delaware
</TABLE>
 
    SECOND:  That an Agreement and Plan of Reorganization (the "Reorganization
Agreement"), dated as of June 11, 1997, as amended, among Polycom, Inc., a
Delaware corporation ("Acquiror"), Merger Sub and Target, setting forth the
terms and conditions of the merger of Merger Sub with and into Target (the
"Merger"), has been approved, adopted, certified, executed and acknowledged by
each of Acquiror and Target in accordance with the requirements of Section 251
of the General Corporation Law of the State of Delaware, and, in the case of
Venice Acquisition Corporation, in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
 
    THIRD:  That the name of the surviving corporation (the "Surviving
Corporation") of the merger is ViaVideo Communications, Inc.
 
    FOURTH:  That pursuant to the Reorganization Agreement, the Restated
Certificate of Incorporation of the Surviving Corporation is amended to read in
its entirety as set forth in EXHIBIT A hereto.
 
    FIFTH:  That an executed copy of the Reorganization Agreement is on file at
the principal place of business of the Surviving Corporation at the following
address:
 
                         ViaVideo Communications, Inc.
 
8900 Shoal Creek
 
Building 300
 
Austin, TX 78757
 
    SIXTH:  That a copy of the Reorganization Agreement will be furnished by the
Surviving Corporation, on request and without cost to any stockholder of Merger
Sub or Target.
 
    SEVENTH:  That the Merger will become effective upon the filing of this
Certificate of Merger with the Secretary of State of the State of Delaware.
 
                                       1
<PAGE>
    IN WITNESS WHEREOF, each of Merger Sub and Target has caused this
Certificate of Merger to be executed in its corporate name this
 
<TABLE>
<S>                                           <C>
 
                                              VENICE ACQUISITION CORPORATION
                                              By:           /s/ BRIAN L. HINMAN
                                              ------------------------------------------
                                              Title:         PRESIDENT
                                              ------------------------------------------
 
ATTEST:
 
          /s/ MICHAEL R. KOUREY
- -------------------------------------------
By:            Michael R. Kourey
- ------------------------------------------
Title:           SECRETARY AND CFO
- ------------------------------------------
 
                                              VIAVIDEO COMMUNICATIONS, INC.
                                              By:           /s/ CRAIG B. MALLOY
                                              ------------------------------------------
                                              Title:    PRESIDENT AND CHIEF EXECUTIVE
                                              OFFICER
                                              ------------------------------------------
 
ATTEST:
 
           /s/ WILLIAM R. PAAPE
- -------------------------------------------
By:             William R. Paape
- ------------------------------------------
Title:           SECRETARY AND CFO
- ------------------------------------------
</TABLE>
 
                                       2
<PAGE>
                                                                       EXHIBIT A
 
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                         VIAVIDEO COMMUNICATIONS, INC.
 
                                   ARTICLE I
 
    The name of the Corporation is ViaVideo Communications, Inc.
 
                                   ARTICLE II
 
    The address of the Corporation's registered office in the State of Delaware
is 1013 Centre Road, City of Wilmington, County of New Castle, Delaware 19805.
The name of its registered agent at such address is CSC Networks, Inc.
 
                                  ARTICLE III
 
    The purpose of the Corporation is to engage in any lawful act of activity
for which corporations may be organized under the General Corporation Law of
Delaware.
 
                                   ARTICLE IV
 
    The Corporation is authorized to issue one class of stock to be designated
"Common Stock." The total number of shares which the Corporation shall have
authority to issue is 1,000 shares of Common Stock, and the par value of each
such share is $.001 per share.
 
                                   ARTICLE V
 
    The Board of Directors of the Corporation is expressly authorized to adopt,
amend or repeal the by-laws of the Corporation, but the stockholders may make
additional by-laws and may alter or repeal any by-law whether adopted by them or
otherwise.
 
                                   ARTICLE VI
 
    Elections of directors need not be by written ballot except and to the
extent provided in the by-laws of the Corporation.
 
                                  ARTICLE VII
 
    A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this Article to authorize corporate action
further eliminating or limiting the personal liability of directors then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law as so amended.
 
    Any repeal or modification of the foregoing provisions of this Article VII
by the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
 
                                       1
<PAGE>
                                  ARTICLE VIII
 
    To the fullest extent permitted by applicable law, this Corporation is also
authorized to provide indemnification of (and advancement of expenses to) such
agents (and any other persons to which Delaware law permits this Corporation to
provide indemnification) through Bylaw provisions, agreements with such agents
or other persons, vote of stockholders or disinterested directors or otherwise,
in excess of the indemnification and advancement otherwise permitted by Section
145 of the General Corporation Law of the State of Delaware, subject only to
limits created by applicable Delaware law (statutory or non-statutory), with
respect to actions for breach of duty to this Corporation, its stockholders, and
others.
 
    Any repeal or modification of any of the foregoing provisions of this
Article VIII shall not adversely affect any right or protection of a director,
officer, agent or other person existing at the time of, or increase the
liability of any director of this Corporation with respect to any acts or
omissions of such director, officer or agent occurring prior to such repeal or
modification.
 
                                       2

<PAGE>
                                  EXHIBIT 20.1
                                 PRESS RELEASE
<PAGE>
                   POLYCOM COMPLETES ACQUISITION OF VIAVIDEO
 
                  POLYCOM BECOMES FIRST MANUFACTURER TO OFFER
       COMPLETE LINE OF GROUP AUDIO, DATA AND VIDEOCONFERENCING PRODUCTS
 
    SAN JOSE, California--January 5, 1998--Polycom, Inc. (NASDAQ: PLCM), a
worldwide leader in advanced teleconferencing solutions, today announced the
completion of its purchase of ViaVideo Communications, Inc., following a
December 10 vote of approval by Polycom and ViaVideo shareholders. Polycom will
exchange approximately 9.8 million shares of common stock for all outstanding
shares and options of ViaVideo, yielding a transaction value of approximately
$54 million. In acquiring ViaVideo, Polycom now becomes the first manufacturer
to offer a full suite of audio, data and videoconferencing products for group
meeting applications.
 
    "Polycom is excited to join forces with ViaVideo's excellent team to further
enhance Polycom's position as a global leader in teleconferencing," said Brian
Hinman, Polycom's chairman and CEO. "ViaVideo's first product, ViewStation(tm),
has gained considerable interest in the end-user customer and reseller community
since its announcement in October. As we announced in November, ViewStation won
the TeleCon XVII show's top award for the "Most Significant Advance in the
Teleconferencing Industry for 1997." In addition, Polycom has already signed
several distribution agreements for this product and is staging for the initial
shipment of the product, anticipated to be in the first quarter of 1998."
 
    Hinman continued, "This product family ushers in a new era of group
videoconferencing which we believe will shift the group market from relatively
low unit deployments to broad business use. Although the transaction was subject
to a first revenue shipment milestone, Polycom decided to waive this condition
in order to launch the ViewStation together as a team and to more fully exploit
the operating synergies between our organizations. We are preparing to make
product shipments in the first quarter and are expecting to fulfill the first
$1.5 million videoconferencing product development deliverable to 3M under our
agreement with them."
 
    "The entire ViaVideo team is excited to be merging with Polycom with its
excellent channel relationships, premium brand, and breakthrough technology,"
said Craig Malloy, ViaVideo's president and CEO, who now assumes the role of
general manager of the videoconferencing division at Polycom. "Our first
product, ViewStation, has been well received by the industry and the
distribution community. We look forward to growing a substantial
videoconferencing business as part of the Polycom team."
 
    On June 11, the two companies agreed to a merger in which shares of Polycom
would be exchanged for all outstanding shares and options of ViaVideo. Under the
terms of the agreement, 1.183684 shares of Polycom common stock will be
exchanged for one share of ViaVideo common stock. The total number of shares to
be exchanged for all outstanding shares and options of ViaVideo is approximately
9.8 million, yielding a transaction value of approximately $54 million, based on
Polycom's closing stock price on Friday, January 2. Polycom's weighted average
shares outstanding following the acquisition is approximately 29.8 million. The
transaction will be accounted for as a pooling of interests.
 
    As a teleconferencing industry leader, Polycom develops, manufactures and
markets a full range of group audio, data and videoconferencing products.
Polycom's innovative, award-winning teleconferencing products provide customers
with high performance and ease of use at an affordable price.
 
    Except for the historical information contained herein, the matters
discussed in this news release are forward looking statements that involve risks
and uncertainties, including the market acceptance of ViewStation, ShowStation
IP, SoundStation Premier Satellite and other new products; the achievement of
the product development deliverables associated with the 3M agreement; the
profitability of the videoconferencing division; risks associated with the
integration of Polycom and ViaVideo, the impact of competitive products and
pricing; and the other risks detailed from time to time in the Company's SEC
reports, including the Form 10-K, filed March 26, 1997 and Form 10-Q filings.
 
                                       1
<PAGE>
    Polycom, the Polycom logo design, SoundStation, SoundStation Premier,
SoundPoint, and ShowStation are registered trademarks and ViewStation, ViaVideo
Communications, SoundStation Premier Satellite and Clarity by Polycom are
trademarks of Polycom, Inc. in the U.S. and various countries. -C-1997 Polycom,
Inc. All rights reserved.
 
                                       2


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