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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: December 5, 2000
POLYCOM, INC.
(Exact Name of Registrant as Specified in its Charter)
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STATE OF DELAWARE 000-27978 94-3128324
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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1565 BARBER LANE
MILPITAS, CALIFORNIA 95035
(Address of Principal Executive Office and Zip code)
(408) 526-9000
(Telephone Number, Including Area Code)
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POLYCOM, INC.
FORM 8-K
ITEM 5. OTHER EVENTS
On December 5, 2000, Polycom, Inc. entered into an Agreement and Plan of
Merger and Reorganization dated as of December 5, 2000 (the "Merger Agreement")
with Merger Sub Ltd. ("Merger Sub") and Accord Networks Ltd. ("Accord") pursuant
to the terms and conditions of which shareholders of Accord will receive .3065
shares (the "Exchange Ratio") of Polycom common stock in exchange for each
Accord ordinary share (the "Merger"). In addition, pursuant to the terms of the
Merger Agreement, each outstanding option and warrant to acquire Accord ordinary
shares will be assumed by Polycom and will be treated as an option or warrant to
purchase that number of shares of Polycom common stock equal to the product of
the Exchange Ratio and the number of Accord ordinary shares subject to such
option or warrant. Upon the consummation of the Merger, Merger Sub will merge
with and into Accord, with Accord as the surviving corporation. On December 6,
2000, Polycom issued a press release announcing the signing of the Merger
Agreement (the "Press Release").
The Merger is subject to regulatory and Accord shareholder approvals and
other customary conditions to closing. Certain shareholders of Accord,
representing in the aggregate approximately 32.9% of the voting share capital of
Accord, have entered into voting agreements (collectively, the "Voting
Agreement") with Polycom pursuant to which each such shareholder has agreed to
vote in favor of the Merger.
The Merger Agreement and the Press Release are attached hereto as Exhibits
2.1 and 99.1, respectively, and the form of Voting Agreement is attached as
Exhibit A to the Merger Agreement, each of which is incorporated herein by
reference in its entirety. The foregoing descriptions of the Merger Agreement,
the Press Release and the Voting Agreement are qualified in their entirety by
reference to the Merger Agreement, the Press Release, and the Voting Agreement,
respectively.
Any statements contained in the Press Release that are not historical facts
are forward-looking statements. In particular, statements using the words
"will," "plans," "expects," "believes," "anticipates," or like terms are by
their nature predictions based upon current plans, expectations, estimates, and
assumptions. These statements are subject to a number of risks and uncertainties
that could significantly affect outcomes, which may differ materially from the
expectations, estimates, or assumptions expressed in or implied by any such
forward-looking statements. Specific risks applicable to such forward-looking
statements include risks associated with the failure to conclude any proposed
agreement and/or changing conditions in the marketplace. Other risks and
uncertainties associated with the business of Polycom may be reviewed in
Polycom's public filings on Form 10-Q and Form 10-K. Those documents are
publicly on file with the U.S. Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger and Reorganization dated as of
December 5, 2000, by and between Polycom, Inc., Merger
Sub Ltd. and Accord Networks Ltd., and Exhibits attached
thereto.
10.1 Form of Voting Agreement dated as of December 5, 2000 by and
between Polycom, Inc. and each of Jules L. DeVigne, Sigi
Gavish, Philip B. Keenan, David P. Gallagher, Amnon Shachar,
Jeffrey B. Bradley, Matty Karp, Jos Henkens, Nitzanim Fund
(1993) Ltd., K.T. Concord Venture Fund (Cayman) L.P., K.T.
Concord Venture Fund (Israel) L.P., K.T. Concord Venture
Advisors (Cayman) L.P., K.T. Concord Venture Advisors
(Israel) L.P. and Advanced Technology Ventures IV, L.P.
(included as Exhibit A to Exhibit 2.1).
99.1 Press Release of Polycom, Inc. dated December 6, 2000.
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SIGNATURES
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, thereunto duly authorized.
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POLYCOM, INC.
By: /s/ MICHAEL R. KOUREY
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Michael R. Kourey
SENIOR VICE PRESIDENT, FINANCE AND
ADMINISTRATION, CHIEF FINANCIAL OFFICER AND
SECRETARY
Date: December 8, 2000
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger and Reorganization dated as of
December 5, 2000, by and between Polycom, Inc., Merger
Sub Ltd. and Accord Networks Ltd., and Exhibits attached
thereto.
10.1 Form of Voting Agreement dated as of December 5, 2000 by and
between Polycom, Inc. and each of Jules L. DeVigne, Sigi
Gavish, Philip B. Keenan, David P. Gallagher, Amnon Shachar,
Jeffrey B. Bradley, Matty Karp, Jos Henkens, Nitzanim Fund
(1993) Ltd., K.T. Concord Venture Fund (Cayman) L.P., K.T.
Concord Venture Fund (Israel) L.P., K.T. Concord Venture
Advisors (Cayman) L.P., K.T. Concord Venture Advisors
(Israel) L.P. and Advanced Technology Ventures IV, L.P.
(included as Exhibit A to Exhibit 2.1).
99.1 Press Release of Polycom, Inc. dated December 6, 2000.
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