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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: DECEMBER 1, 1999
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POLYCOM, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
State of Delaware 000-27978 94-3128324
(State or other jurisdiction of (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
incorporation)
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2584 JUNCTION AVENUE, SAN JOSE, CA 95134
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
(408) 474-2000
(TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported in a Current Report on Form 8-K, filed on
December 15, 1999, Polycom, Inc., a Delaware corporation (the "Registrant"),
acquired Atlas Communication Engines, Inc., a California corporation ("Atlas")
pursuant to an Agreement and Plan of Reorganization (the "Agreement") by and
among Atlas, the Registrant and Periscope Acquisition Corporation ("Merger
Sub"), a California corporation and a wholly-owned subsidiary of the Registrant.
Pursuant to the Agreement, Merger Sub was merged with and into Atlas (the
"Merger") and the Atlas stockholders received a total of approximately 1,324,881
shares of the Registrant's common stock in exchange for their Atlas capital
stock. Such consideration was determined in arms' length negotiations. The
Registrant also assumed all of the options outstanding under Atlas' stock option
plan, which will be exercisable for a total of approximately 476,817 shares of
the Registrant's Common Stock pursuant to the Agreement. The Registrant
accounted for the business combination with Atlas using a pooling of interests.
The financial statements of Atlas and the pro forma financial
information relating to the Merger specified in Items 7(a) and (b) of Form 8-K
are not required to be filed because the Merger does not the meet the conditions
specified in Sections 210.3-05(b)(2)(i) and 210.11-01, respectively, of
Regulation S-X.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of the business acquired.
(1) The financial statements specified by this item
are not filed because the Merger does not meet
the conditions specified in Section
210.3-05(b)(2)(i) of Regulation S-X.
(b) Pro forma financial information.
(1) The pro forma financial statements specified by
this item are not filed because the Merger does
not meet the conditions specified in Section
210.11-01 of Regulation S-X.
(c) Exhibits.
2.1++ Agreement and Plan of Reorganization dated
November 18, 1999.
++ Previously filed.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
POLYCOM, INC.
February 11, 2000 /s/ Michael Kourey
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Michael Kourey, Senior Vice President,
Finance and Administration, Chief Financial
Officer and Secretary
