POLYCOM INC
S-3/A, 2001-01-19
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>


     As filed with the Securities and Exchange Commission on January 19, 2001
                                                 Registration No.  333-48778

==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------


                                  PRE-EFFECTIVE
                                 AMENDMENT NO. 1
                                       TO

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                                  POLYCOM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                             ----------------------

          DELAWARE                                      94-3128324
(STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NUMBER)

                                1565 BARBER LANE
                            MILPITAS, CALIFORNIA 95035
                                 (408) 526-9000
         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                             ----------------------

                                MICHAEL R. KOUREY
                        SENIOR VICE PRESIDENT OF FINANCE
                               AND ADMINISTRATION
                           AND CHIEF FINANCIAL OFFICER
                                  POLYCOM, INC.
                                1565 BARBER LANE
                           MILPITAS, CALIFORNIA 95035
                                 (408) 526-9000
               (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                             ----------------------

                                   COPIES TO:
                             MARK A. BERTELSEN, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

                             ----------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.  / /

     If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box.  /X/

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  / /

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  / /

     If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.  / /

                             ----------------------




     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a), of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
==============================================================================


<PAGE>

The information in this prospectus is not complete and may be changed. The
selling stockholder may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell securities and the selling stockholder is not
soliciting offers to buy these securities in any state where the offer or sale
is not permitted.

<PAGE>


PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED JANUARY 19, 2001



                                1,403,702 SHARES


                                  POLYCOM, INC.

                                  COMMON STOCK

                             ----------------------


THIS PROSPECTUS RELATES TO THE PUBLIC OFFERING, WHICH IS NOT BEING UNDERWRITTEN,
OF 1,403,702 SHARES OF OUR COMMON STOCK WHICH ARE HELD BY ONE OF OUR CURRENT
STOCKHOLDERS.


THE PRICES AT WHICH THE SELLING STOCKHOLDER MAY SELL THE SHARES WILL BE
DETERMINED BY THE PREVAILING MARKET PRICE FOR THE SHARES OR IN NEGOTIATED
TRANSACTIONS. WE WILL NOT RECEIVE ANY OF THE PROCEEDS FROM THE SALE OF THE
SHARES.

                             ----------------------


OUR COMMON STOCK IS LISTED ON THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL
"PLCM." ON JANUARY 18, 2001, THE REPORTED LAST SALE PRICE OF OUR COMMON STOCK
ON THE NASDAQ NATIONAL MARKET WAS $35 1/2 PER SHARE.

                             ----------------------

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 3.

                             ----------------------

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


___________, 2001



<PAGE>
                             TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
<S>                                                                      <C>
The Company................................................................3
Risk Factors...............................................................3
Special Note Regarding Forward-looking Statements.........................13
Selling Stockholder.......................................................13
Plan of Distribution......................................................14
Legal matters.............................................................15
Experts...................................................................16
Where You Can Find More Information.......................................16
</TABLE>

         You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. The selling
stockholder is offering to sell shares of our common stock and seeking offers to
buy shares of our common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of the common stock.

         In this prospectus "Polycom," "we," "us" and "our" refer to Polycom,
Inc. and its subsidiaries, and "the selling stockholder" and "3M Financial"
refer to 3M Financial Management Company.

                                       -2-

<PAGE>

                                  THE COMPANY

         We develop, manufacture and market high-quality, easy-to-use
communications equipment that enables enterprise users to access broadband
network services and leverage increased bandwidth to more conveniently conduct
voice, video and data communications. Our product lines include network access
products and enterprise voice and video communications equipment. Our NetEngine
family of network access products enables enterprises to more easily and
cost-effectively utilize broadband communications services. Our SoundStation,
ViewStation and StreamStation enterprise communications products enable
businesses and other organizations to utilize bandwidth-intensive voice and
video applications to more effectively communicate with employees, customers and
partners.

         We were incorporated in December 1990 in Delaware. Our principal
executive offices are located at 1565 Barber Lane, Milpitas, California 95035,
and our telephone number at this location is (408) 526-9000. Our World Wide Web
address is www.polycom.com. Information on our website does not constitute a
part of this prospectus.

         Polycom and the Polycom logo are our registered trademarks. This
prospectus also includes other trade names, trademarks and service marks of us
and of other companies.





                             Recent Developments

         On January 18, 2001, we announced our operating results for the
fourth quarter ended December 31, 2000. Our fourth quarter consolidated net
revenues were $100.0 million and our net income was $12.2 million, or $0.15
per diluted share. In the fourth quarter of 1999, our net revenues were $60.5
million with net income of $7.9 million; or $0.11 per diluted share.

         On December 5, 2000, we entered into an Agreement and Plan of Merger
and Reorganization with our wholly-owned subsidiary, Merger Sub Ltd., and
Accord Networks Ltd., pursuant to the terms and conditions of which
shareholders of Accord will receive 0.3065 shares of Polycom common stock in
exchange for each Accord ordinary share which they hold. In addition, under
the terms of the merger agreement, we will assume each outstanding option and
warrant to acquire Accord ordinary shares, which will be treated as an option
or warrant to purchase that number of shares of our common stock equal to the
product of the exchange ratio and the number of Accord ordinary shares
subject to the option or warrant. The completion of the Merger is subject to
the fulfillment of a number of conditions, including the approval of the
merger by Accord's shareholders and obtaining certain governmental approvals
in Israel. We currently anticipate that the merger will be completed in the
first quarter of 2001. If the merger is completed, Merger Sub will merge with
and into Accord, with Accord as the surviving corporation. Based on the
number of Polycom and Accord shares outstanding as of January 16, 2001, the
current shareholders of Accord (assuming exercise of all options and
warrants) will own approximately 8.4% of Polycom's common stock (assuming
exercise of all options and warrants) after the merger.

         In connection with the pending merger, Polycom has filed a
registration statement on Form S-4 (File No. 333-52232). Under Exhibit 99.1
to the registration statement relating to this prospectus (File no.
333-48778), we have included the risk factors relating to the pending merger.
Under Exhibit 99.2 to the registration statement relating to this prospectus,
we have included the following unaudited financial data:

         -     selected historical financial data of Accord Networks Ltd.;

         -     selected unaudited pro forma combined financial data of
               Polycom, Inc. and Accord Networks Ltd.; and

         -     comparative historical and pro forma per share data of
               Polycom, Inc. and Accord Networks Ltd.

                                  RISK FACTORS

         YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING
AN INVESTMENT DECISION. THE RISKS DESCRIBED BELOW ARE NOT THE ONLY ONES FACING
OUR COMPANY. ADDITIONAL RISKS WE ARE NOT PRESENTLY AWARE OF OR THAT WE CURRENTLY
BELIEVE ARE IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. OUR BUSINESS
COULD BE HARMED BY ANY OF THESE RISKS. THE TRADING PRICE OF OUR COMMON STOCK
COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR
INVESTMENT. IN ASSESSING THESE RISKS, YOU SHOULD ALSO REFER TO THE OTHER
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, INCLUDING
OUR CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES.

OUR QUARTERLY OPERATING RESULTS FLUCTUATE SIGNIFICANTLY AND WE MAY NOT BE ABLE
TO MAINTAIN OUR EXISTING GROWTH RATES.

         Our quarterly operating results have fluctuated significantly in the
past and may vary significantly in the future as a result of a number of
factors. These factors include:

         -    market acceptance of new product introductions and product
              enhancements by us or our competitors;

         -    our prices and those of our competitors' products;

         -    the timing and size of the orders for our products;

         -    the mix of products sold;

         -    fluctuations in the level of international sales;

         -    the cost and availability of components;

         -    manufacturing costs;

         -    the level and cost of warranty claims;

         -    changes in our distribution network;

         -    the level of royalties to third parties; and

         -    changes in general economic conditions.

                                     -3-
<PAGE>

         Although we have had significant revenue growth in recent quarters,
fluctuations in our quarterly operating results due to these or other factors
could prevent us from sustaining these growth rates, and you should not use
these past results to predict future operating margins and results. In
particular, our quarterly revenues and operating results depend upon the
volume and timing of customer orders received during a given quarter, and the
percentage of each order which we are able to ship and recognize as revenue
during each quarter, each of which is difficult to forecast. In addition, the
majority of our orders in a given quarter historically have been shipped in
the third month of that quarter. If this trend continues, any failure or
delay in the closing of orders during the last part of a quarter will
seriously harm our business.

         As a result of these and other factors, we believe that
period-to-period comparisons of our historical results of operations are not
a good predictor of our future performance. If our future operating results
are below the expectations of stock market analysts, our stock price will
decline.

DIFFICULTY IN ESTIMATING CUSTOMER ORDERS COULD HARM OUR OPERATING RESULTS.

         We typically ship products within a short time after we receive an
order and historically have had no material backlog. As a result, backlog, at
any point in time, is not a good indicator of future net revenues, and net
revenues for any particular quarter cannot be predicted with any degree of
accuracy. Additionally, orders from our reseller customers are based on the
level of demand from end-users. The uncertainty of end-user demand means that
any quarter could be significantly negatively impacted by lower end-user orders,
which could in turn negatively affect orders we receive from our resellers.
Accordingly, our expectations for both short- and long-term future net revenues
are based almost exclusively on our own estimate of future demand and not on
firm reseller orders. Expense levels are based, in part, on these estimates.
Since a majority of our customer orders are received in the last month of a
quarter, we are limited in our ability to reduce expenses quickly if for any
reason orders and net revenues do not meet our expectations in a particular
period. In addition, we have historically experienced a lag in demand during the
summer months, which adds to the level of difficulty in predicting revenue
levels.

WE DEPEND ON DISTRIBUTORS AND RESELLERS TO SELL OUR PRODUCTS, AND WE ARE SUBJECT
TO RISKS ASSOCIATED WITH THEIR INVENTORIES OF OUR PRODUCTS, THEIR PRODUCT
SELL-THROUGH AND THE SUCCESS OF THEIR BUSINESSES.


         We sell a significant amount of our products to distributors and
resellers who maintain their own inventory of products for sale to dealers
and end-users. A substantial percentage of the total products sold during a
particular quarter consists of distributor and reseller stocking orders. We
typically provide special cost or early payment incentives for distributors
and resellers to purchase the minimum or more than the minimum quantities
required under their agreements with us. If these distributors and resellers
are unable to sell an adequate amount of their inventory of our products in a
given quarter to dealers and end-users or if distributors and resellers
decide to decrease their inventories, it would negatively affect the volume
of our sales to these distributors and resellers and also negatively affect
our net revenues. Also, if we choose to eliminate or reduce stocking
incentive programs, quarterly revenues may fail to meet our expectations or
be lower than historical levels.

         Our revenue estimates are based largely on end-user sales reports
that our distributors and resellers provide to us on a monthly basis. To
date, we believe this data has been generally accurate in North America but
less reliable outside of this region. To the extent that this sales and
channel inventory data is inaccurate in either North America or outside of
North America, we may not be able to make revenue estimates or may find that
our previous estimates were inaccurate.

         Many of our distributors and resellers that carry multiple Polycom
product lines, and from whom we derive significant revenues, are
undercapitalized. The failure of these businesses to establish and sustain
profitability or obtain financing could have a significant negative effect on
our future revenue levels and profitability. For example, in the third
quarter of 2000, we increased our allowance for bad debt by $0.6 million
related to a specific reseller, for which collection is doubtful. The loss

                                     -4-
<PAGE>

of distributors or resellers could harm our business. Lucent Technologies, one
of our larger resellers, has spun off its business equipment division, now known
as Avaya Inc. We do not yet know how this spin-off will affect us. In connection
with this restructuring, if the combined business from Lucent and Avaya yields a
significant reduction in the amount of orders to us, it could harm our business.

         Late in the first quarter of 2000, we began shipping the ViewStation FX
product. The timing of this delivery date likely created confusion in our
reseller customer base and end-user customer market as these groups waited to
see if this new ViewStation product was more desirable than the existing
products. Therefore, the timing of this new product release likely had a
negative effect on our 2000 first quarter sales-in to resellers and sales-out to
end-users. We cannot assure you that a similar situation will not happen again.

WE MAY EXPERIENCE DELAYS IN PRODUCT INTRODUCTIONS AND OUR PRODUCTS MAY CONTAIN
DEFECTS WHICH COULD ADVERSELY AFFECT MARKET ACCEPTANCE FOR THESE PRODUCTS AND
OUR REPUTATION AND SERIOUSLY HARM OUR RESULTS OF OPERATIONS.

         Since the beginning of 1998, our revenue growth has been due in
large part to new product introductions in the video communications product
line. Although we are continuing to introduce new products, such as the
ViaVideo, ViewStation 4000, ViewStation FX and SoundPoint Pro 3.0 products,
we cannot assure you that new product releases will be timely or that they
will be made at all. In fact, the ViewStation FX and ViaVideo were delayed
from their original release dates, which we believe negatively affected our
net revenues in the first nine months of 2000. Additionally, we cannot assure
you that any new or existing product introductions will be free from defects
or produce the revenue growth experienced in 1998 and 1999.

         In the past we have experienced other delays in the introduction of
certain new products and enhancements and believe that such delays may occur in
the future. For instance, we experienced delays in introducing the ViewStation
MP and WebStation in 1998 from their original expected release dates due to
unforeseen technology and manufacturing ramping issues. Similar delays occurred
during the introduction of the ShowStation IP, SoundStation Premier and
ShowStation, affecting the first customer ship dates of these products. Any
similar delays in the future for other new product offerings such as VoIP,
desktop or other product line extensions could adversely affect market
acceptance for these products and our reputation and seriously harm our results
of operations. Further, due to the dynamic nature of the network access market
sector, any delays in NetEngine product line extensions would seriously harm our
business.

WE HAVE LIMITED SUPPLY SOURCES FOR SOME KEY COMPONENTS OF OUR PRODUCTS, AND OUR
OPERATIONS COULD BE HARMED BY SUPPLY INTERRUPTIONS, COMPONENT DEFECTS OR
UNAVAILABILITY OF THESE COMPONENTS.

         Some key components used in our products are currently available
from only one source and others are available from only a limited number of
sources, including some key integrated circuits and optical elements. We also
obtain certain plastic housings, metal castings and other components from
suppliers located in Singapore and China, and any political or economic
instability in that region in the future, or future import restrictions, may
cause delays or an inability to obtain these supplies. We have no supply
commitments from our suppliers and generally purchase components on a
purchase order basis either directly or through our contract manufacturers.
We and our contract manufacturers have had limited experience purchasing
volume supplies of various components for our product lines and some of the
components included in our products, such as microprocessors and other
integrated circuits, have from time to time been subject to limited
allocations by suppliers. In the event that we or our contract manufacturers
were unable to obtain sufficient supplies of components or develop
alternative sources as needed, our operating results could be seriously
harmed. In particular we have recently encountered some development delays
and component shortages relating to our network access products, and if such
conditions continue, our business will suffer. Moreover, our operating
results would be seriously harmed by receipt of a significant number of
defective components, an increase in component prices or our

                                     -5-
<PAGE>

inability to obtain lower component prices in response to competitive price
reductions. Additionally, our video communications products are designed based
on integrated circuits produced by Philips and video equipment produced by Sony.
If we could no longer obtain integrated circuits or video equipment from these
suppliers, we would incur substantial expense and take substantial time in
redesigning our products to be compatible with components from other
manufacturers, and we cannot assure you that we would be successful in obtaining
these components from alternative sources in a timely or cost-effective manner.
Additionally, both Sony and Philips are our competitors in the video
communications market, which may adversely affect our ability to obtain
necessary components. The failure to obtain adequate supplies could prevent or
delay product shipments, which could harm our business. We also rely on the
introduction schedules of some key components in the development or launch of
new products, in particular, our network access products. Any delays in the
availability of these key components could harm our business.

WE RELY ON THIRD-PARTY LICENSE AGREEMENTS AND TERMINATION OR IMPAIRMENT OF THESE
AGREEMENTS MAY CAUSE DELAYS OR REDUCTIONS IN PRODUCT INTRODUCTIONS OR SHIPMENTS,
WHICH WOULD HARM OUR BUSINESS.

         We have licensing agreements with various suppliers for software
incorporated into our products. For example, we license video communications
source code from RADVision, Telesoft, Omnitel, Adtran and EBSNet, video
algorithm protocols from Real Networks and Ezenia!, development source code from
Digital Equipment and Philips Semiconductor, audio algorithms from Lucent
Technologies, communication software from DataBeam, digitizer and pen software
from Scriptel and Windows software from Microsoft. In addition, for our new
network access products, we have interoperability agreements with Jetstream
Communications and Tollbridge Technologies, and we depend significantly on these
agreements and our ability to secure similar licenses from other gateway
providers. These third-party software licenses may not continue to be available
to us on commercially reasonable terms, if at all. The termination or impairment
of these licenses could result in delays or reductions in new product
introductions or current product shipments until equivalent software could be
developed, licensed and integrated, if at all possible, which would harm our
business.

LOWER THAN EXPECTED MARKET ACCEPTANCE OF OUR PRODUCTS AND PRICE COMPETITION
WOULD NEGATIVELY IMPACT OUR BUSINESS.

         If our products are not accepted by the market, our profitability could
be harmed. For example, we lowered the price of the ShowStation IP by 23%
effective March 1999 due to market acceptance issues for this product. Similar
price reductions and demand issues could occur for any of our products which
could negatively impact our net revenues and profitability. Further, through the
end of 1999, growth rates of voice and video product sales from our sales
channels to end-users have been significant. Future growth rates for these and
our other products may not achieve these levels of growth, and sales of our
video products were down slightly in the first quarter of 2000 from the fourth
quarter of 1999.

         Our profitability could also be negatively affected in the future as a
result of continuing competitive price pressure in the conferencing equipment
and network access device markets. Although past price reductions have been
driven by our desire to expand the market for our products, and we expect that
in the future we may further reduce prices or introduce new products that carry
lower margins in order to further expand the market or to respond to competitive
pricing pressures, such actions may not have the desired impact.

INTERNATIONAL SALES ARE ACCOUNTING FOR AN INCREASING PORTION OF OUR NET
REVENUES, AND RISKS INHERENT IN INTERNATIONAL SALES COULD HARM OUR BUSINESS.

         International sales are accounting for an increasing portion of our net
revenues, and we anticipate that international sales will continue to account
for a significant portion of our net revenues for the foreseeable

                                     -6-
<PAGE>

future. International sales are subject to certain inherent risks, including
unexpected changes in regulatory requirements and tariffs, difficulties in
staffing and managing foreign operations, longer payment cycles, problems in
collecting accounts receivable and potentially adverse tax consequences.
Additionally, international net revenues may fluctuate as a percentage of net
revenues in the future as we introduce new products, since we expect to
initially introduce any new products in North America and also because of the
additional time required for product homologation and regulatory approvals of
new products in international markets. To the extent we are unable to expand
international sales in a timely and cost-effective manner, our business could be
harmed. We cannot assure you that we will be able to maintain or increase
international market demand for our products. Additionally, to date, a
substantial majority of our international sales has been denominated in U.S.
currency; however, if international sales were denominated in local currencies
in the future, these transactions would be subject to currency fluctuation
risks.


THE COMPLETION OF OUR ACQUISITION OF ACCORD NETWORKS LTD. IS CONTINGENT UPON
CERTAIN CONDITIONS.

         In December 2000, we signed a definitive agreement to acquire Accord
Networks Ltd., or Accord, an Israeli corporation which develops and
manufactures real-time interactive video and voice network products which
connect visually-enabled endpoints utilizing Internet protocol, or IP,
integrated services digital network, or ISDN, and asynchronous transfer mode,
or ATM. We believe that the acquisition of Accord will accelerate our ability
to deliver multi-point communications capability for voice and video, both
over circuit-switched and IP transports. The acquisition will add products,
technology and technical personnel which we believe will enable us to deliver
a more complete solution to enterprises deploying enterprise-wide voice and
video communications equipment. We currently anticipate that this acquisition
will be completed in the first quarter of 2001; however the acquisition is
subject to the fulfillment of certain conditions, including a vote by
Accord's shareholders to approve the acquisition, as well as obtaining
certain governmental approvals in Israel. If we do not consummate the Accord
acquisition, we would not achieve the anticipated benefits of the
acquisition, and this could place us at a competitive disadvantage or
otherwise harm our business. For a discussion of the risk factors relating to
the acquisition of Accord, please refer to Exhibit 99.1 to the registration
statement (File No. 333-48778) relating to this prospectus.


THE COMPLETION OF OUR ACQUISITION OF CIRCA COMMUNICATIONS LTD. IS CONTINGENT
UPON CERTAIN CONDITIONS.

         In September 2000, we signed a definitive agreement to acquire Circa
Communications Ltd, or Circa, a Canadian corporation which develops voice
over internet protocol, or VoIP, telephony products. We believe that the
acquisition of Circa will augment our VoIP technology, product development
and product offerings. We currently anticipate that this acquisition will be
completed by the end of the first quarter of 2001, however the acquisition is
subject to the fulfillment of certain conditions by Circa, including the
general availability of certain of Circa's VoIP products. In the event that
Circa does not satisfy the conditions required for us to complete the
acquisition, it is probable we will not consummate the acquisition. If we do
not consummate the Circa acquisition, our plans to augment our VoIP
technology, product development and product offerings would be delayed, and
this delay would harm our business.



OUR BUSINESS COULD SUFFER AS A RESULT OF OUR INTEGRATION OF ATLAS COMMUNICATION
ENGINES OR OTHER FUTURE ACQUISITIONS, SUCH AS ACCORD AND CIRCA.



         We completed the acquisition of Atlas Communication Engines, or
Atlas, in December 1999. The integration of Atlas' product offerings and
operations with our product offerings and operations and the coordination of
the two companies' sales and marketing efforts have required substantial
attention from management. The diversion of the attention of management and
any difficulties encountered in the transition process could harm our
business. The difficulties of assimilation may be increased by the necessity
of integrating personnel with disparate business backgrounds and combining
two different corporate cultures which may result in problems with employee
retention. In addition, the process of combining the two organizations could
cause the interruption of, or a loss of momentum in, the activities of either
or both of the companies' businesses, which could have an adverse effect on
the combined operations. As a result of the acquisition, our cost of sales
and operating expenses will likely increase in absolute dollars. In fact, we
are currently recruiting both management and technical staff to be added to
this group. Should future expected revenues from Atlas' products not occur,
or occur later or in an amount less than expected, the higher costs and
expenses could harm our business. We may make additional acquisitions in the
future. For example, as described above, we currently are involved in
completing the acquisitions of Accord and Circa. Failure to achieve the
anticipated benefits of these or any future acquisition or to successfully
integrate the operations of the companies could also harm our business and
results of operations. Additionally, we cannot assure you that we will not
incur material charges in future quarters to reflect additional costs
associated with any future acquisitions we may make.





CONFLICTS WITH OUR CHANNEL PARTNERS COULD HURT SALES OF OUR PRODUCTS.

         We have various OEM agreements with some major telecommunications
equipment manufacturers, such as Lucent Technologies, whereby we manufacture our
products to work with the equipment of the OEM.

                                     -7-
<PAGE>

These relationships can create channel conflicts with our other distributors who
directly compete with the OEM partner, which could adversely affect revenue from
non-OEM channels. Because many of our distributors also sell equipment that
competes with our product lines, the distributors could devote more attention to
the other product lines, which could harm our business. Further, other channel
conflicts could arise which cause distributors to devote resources to other
non-Polycom communications equipment, which would negatively affect our business
or results of operations.

         We currently have agreements with video communications equipment
suppliers under which these equipment suppliers resell our SoundPoint PC voice
products along with their video communications products. We compete with these
equipment suppliers in the voice conferencing market and, as such, we cannot
assure you that they will enter into future agreements to resell or supply any
of our new or enhanced conferencing products. Further, some of our current video
products and video products under development are directly competitive with the
products of these suppliers. As a consequence, competition between us and these
suppliers is likely to increase, resulting in a strain on the existing
relationship between the companies. Any such strain could limit the potential
contribution of these relationships to our business.

         In addition, we depend on several key agreements, including our
agreement with Jetstream Communications in the network access products market.
Conflicts may occur in this evolving market as we seek other relationships.
These conflicts could harm our business.

OUR SUCCESS DEPENDS ON OUR ABILITY TO ASSIMILATE NEW TECHNOLOGIES IN OUR
PRODUCTS AND TO PROPERLY TRAIN OUR RESELLERS IN THE USE OF THOSE PRODUCTS.

         The markets for voice and video communications products and network
access products are characterized by rapidly changing technology, evolving
industry standards and frequent new product introductions. The success of our
new products depends on several factors, including proper new product
definition, product cost, timely completion and introduction of new products,
differentiation of new products from those of our competitors and market
acceptance of these products. Additionally, properly addressing the complexities
associated with DSL and ISDN compatibility, reseller training, technical and
sales support as well as field support are also factors that may affect our
success in this market. Further, the shift of communications from
circuit-switched to IP-based technologies over time may require us to add new
resellers and gain new core technological competencies. We are attempting to
address these needs and the need to develop new products through our internal
development efforts and joint developments with other companies. We cannot
assure you that we will successfully identify new voice, video and network
access product opportunities and develop and bring new voice, video and network
access products to market in a timely manner. Further, we cannot assure you that
competing technologies developed by others will not render our products or
technologies obsolete or noncompetitive. The failure of our new voice, video and
network access product development efforts and any inability to service or
maintain the necessary third-party interoperability licenses would harm our
business and results of operations.

MANUFACTURING DISRUPTIONS OR CAPACITY CONSTRAINTS WOULD HARM OUR BUSINESS.

         We subcontract the manufacture of our SoundStation, SoundStation
Premier, SoundPoint Pro and ViewStation product families and are currently
migrating the production of our new network access products to Celestica, a
third-party contract manufacturer. We use Celestica's Thailand facilities, and
should there be any disruption in services due to natural disaster or economic
or political difficulties in Thailand and Asia, or for any other reason, such
disruption would harm our business and results of operations. Also, Celestica is
currently the sole source manufacturer of these product lines, and if this
subcontractor experiences an interruption in operations or otherwise suffers
from capacity constraints, we would experience a delay in shipping these
products and we may not be able to meet any demand for our products, either of
which could

                                     -8-
<PAGE>

negatively affect revenues in the quarter of the disruption and harm our
reputation. In addition, operating in the international environment exposes us
to certain inherent risks, including unexpected changes in regulatory
requirements and tariffs, difficulties in staffing and managing foreign
operations and potentially adverse tax consequences, all of which could harm our
business and results of operations.

PRODUCT OBSOLESCENCE AND OTHER ASSET IMPAIRMENT CAN NEGATIVELY AFFECT OUR
RESULTS OF OPERATIONS.

         We operate in a high technology market which is subject to rapid and
frequent technology changes. These technology changes can and do often render
existing technologies obsolete. These obsolescence issues can require
write-downs in inventory value when it is determined that the existing
inventory cannot be sold at or above net realizable value. This situation
occurred during the first quarter of 2000 for the ShowStation IP when we
recorded additional excess and obsolescence charges. In addition, if the
introduction of our SoundPoint Pro product has a materially negative effect
on the future sales of our SoundPoint product, our net revenues could be
reduced and an excess and obsolescence issue concerning our SoundPoint
inventory could result, which could lower our profitability. The potential
for new products to render existing products obsolete or reduce the demand
for existing products exists for every one of our products. We cannot assure
you that future inventory, investment, license, fixed asset or other asset
writedowns will not happen. If future writedowns do occur, they could harm
our business.

OUR RECENT TRANSITION TO A NEW ENTERPRISE RESOURCE PLANNING SYSTEM COULD
ADVERSELY AFFECT OUR OPERATIONS.

         We recently migrated our operations to a new enterprise resource
planning system which affects almost every facet of our business operations.
Typically, these conversions negatively affect a company's ability to conduct
business initially due to problems such as historical data conversion errors,
the required personnel training time associated with the new system, delays in
implementation or unforeseen technical problems during conversion. If problems
arise during this transition, we could experience delays in or lack of shipping,
an inability to support our existing customer base, delays in paying vendors,
delays in collecting from customers, an inability to place or receive product
orders or other operational problems. If this were to occur, our profitability
or financial position could be negatively impacted.

FAILURE TO ADEQUATELY SERVICE AND SUPPORT OUR PRODUCTS COULD HARM OUR RESULTS OF
OPERATIONS.

         Our recent growth has been due in large part to an expansion into
product lines with more complex technologies and protocols, including our
recently introduced network access products. This has increased the need for
increased product warranty and service capabilities. If we cannot develop and
train our internal support organization or maintain our relationship with our
outside technical support, it could harm our business.

OUR CASH FLOW COULD FLUCTUATE DUE TO OUR ABILITY TO COLLECT RECEIVABLES.

         In 1999 and through the first nine months of 2000, we initiated a
significant investment in Europe and Asia to expand our business in these
regions. In Europe and Asia, as with other international regions, credit terms
are typically longer than in the United States. Therefore, as Europe, Asia and
other international regions grow as a percentage of our net revenues, as
happened in 1999 and through the first nine months of 2000, accounts receivable
balances will likely increase over previous years. Additionally, sales in the
network access and video communications markets typically have longer payment
periods over our traditional experience in the voice communications market.
Therefore, if network access and video products constitute a greater percentage
of net revenues, accounts receivable balances will likely increase. These
increases would cause our days sales outstanding to increase over prior years
and will negatively affect future cash flows.

                                     -9-
<PAGE>

Although we have been able to offset the effects of these influences through
additional incentives offered to resellers at the end of the quarter in the form
of prepaid discounts, these additional incentives have lowered our
profitability.

OUR STOCK PRICE FLUCTUATES AS A RESULT OF THE CONDUCT OF OUR BUSINESS AND STOCK
MARKET FLUCTUATIONS.

         The market price of our common stock has experienced significant
fluctuations and may continue to fluctuate significantly. The market price of
our common stock may be significantly affected by a variety of factors,
including:

          -    statements or changes in opinions, ratings or earnings
              estimates made by brokerage firms or industry analysts relating
              to the market in which we do business or relating to us
              specifically;

          -    the announcement of new products or product enhancements by us
              or our competitors;

          -    technological innovations by us or our competitors;

          -    quarterly variations in our results of operations;

          -    general market conditions or market conditions specific to
              particular industries; and

          -    international macroeconomic factors.

         In addition, in recent years the stock market has experienced extreme
price and volume fluctuations. These fluctuations have had a substantial effect
on the market prices for many high technology companies, such as Polycom. These
fluctuations are often unrelated to the operating performance of the specific
companies.


BUSINESS INTERRUPTIONS COULD ADVERSELY AFFECT OUR BUSINESS.

         Our operations are vulnerable to interruption by fire, earthquake,
power loss, telecommunications failure and other events beyond our control.
We do not have a detailed disaster recovery plan. Our facilities in the State
of California are currently subject to electrical blackouts as a consequence
of a shortage of available electrical power. In the event these blackouts
continue or increase in severity, they could disrupt the operations of our
affected facilities. In addition, we do not carry sufficient business
interruption insurance to compensate us for losses that may occur and any
losses or damages incurred by us could have a material adverse effect on our
business.


OUR RESELLER CUSTOMER CONTRACTS ARE TYPICALLY SHORT-TERM AND EARLY TERMINATIONS
OF OUR CONTRACTS MAY HARM OUR RESULTS OF OPERATIONS.

         We do not typically enter into long-term contracts with our reseller
customers, and we cannot be certain as to future order levels from our reseller
customers. When we do enter into a long-term contract, the contract is generally
terminable at the convenience of the customer. In the event of an early
termination by one of our major customers, it is unlikely that we will be able
to rapidly replace that revenue source, which would harm our results of
operations.

FAILURE TO MANAGE OUR GROWTH MAY HARM OUR BUSINESS.

         Our business has grown in recent years through both internal expansion
and acquisitions, and continued growth may cause a significant strain on our
infrastructure and internal systems. To manage our growth effectively, we must
continue to improve and expand our management information systems and continue
resource additions such as headcount, capital and processes in a timely and
efficient manner. We cannot assure you that resources will be available when we
need them or that we will have sufficient capital to fund these resource needs.
In addition, our success depends to a significant extent on the management
skills of our executive officers. If we are unable to manage growth effectively,
or we experience a shortfall in resources, our results of operations will be
harmed.


                                     -10-
<PAGE>

IF WE FAIL TO SUCCESSFULLY COMPETE IN OUR MARKETS, OUR BUSINESS AND RESULTS OF
OPERATIONS WOULD BE SIGNIFICANTLY HARMED.

         In the video communications market, our major competitors include
PictureTel, Tandberg, Sony, VCON and VTEL. Many of these companies have
substantial financial resources and production, marketing, engineering and other
capabilities with which to develop, manufacture, market and sell their products.
In addition, with advances in telecommunications standards, connectivity and
video processing technology and the increasing market acceptance of video
communications, other established or new companies may develop or market
products competitive with our video communications products. In addition, our
video streaming products employ technology from Microsoft and Real Networks who
both have solutions competitive with our products. The market for voice
communications equipment, particularly voiceconferencing, is highly competitive
and subject to rapid technological change, regulatory developments and emerging
industry standards. We expect competition to persist and increase in the future.
In the voice communications equipment market segment, our major competitors
include ClearOne, SoundGear, NEC, Gentner and other companies that offer lower
cost, full-duplex speakerphones such as Lucent Technologies and Hello Direct.
Hello Direct, one of our resellers, offers a competitive product under the Hello
Direct name through an OEM relationship with Gentner. Most of these companies
have substantial financial resources and production, marketing, engineering and
other capabilities with which to develop, manufacture, market and sell their
products. In addition, all major telephony manufacturers produce hands-free
speakerphone units that are a lower cost than our voice communications products.
Our network access products have significant competition from Efficient
Networks, Netopia, 3Com and Cisco Systems.

         We cannot assure you that we will be able to compete successfully
against our current or future competitors. We expect our competitors to continue
to improve the performance of their current products and to introduce new
products or new technologies that provide improved performance characteristics.
New product introductions by our competitors could cause a significant decline
in sales or loss of market acceptance of our existing products and future
products. We believe that the possible effects from ongoing competition may be
the reduction in the prices of our products and our competitors' products or the
introduction of additional lower priced competitive products. We expect this
increased competitive pressure may lead to intensified price-based competition,
resulting in lower prices and gross margins which would significantly harm our
results of operations.


WE RELY ON PATENTS, TRADEMARKS, COPYRIGHTS AND TRADE SECRETS TO PROTECT OUR
PROPRIETARY RIGHTS, WHICH MAY NOT BE SUFFICIENT TO PROTECT OUR INTELLECTUAL
PROPERTY.

         We rely on a combination of patent, copyright, trademark and trade
secret laws and confidentiality procedures to protect our proprietary rights.
Others may independently develop similar proprietary information and techniques
or gain access to our intellectual property rights or disclose such technology.
In addition, we cannot assure you that any patent or registered trademark owned
by us will not be invalidated, circumvented or challenged in the U.S. or foreign
countries, that the rights granted thereunder will provide


                                     -11-
<PAGE>

competitive advantages to us or that any of our pending or future patent
applications will be issued with the scope of the claims sought by us, if at
all. Furthermore, others may develop similar products, duplicate our products or
design around our patents. In addition, foreign intellectual property laws may
not protect our intellectual property rights. Litigation may be necessary to
enforce our patents and other intellectual property rights, to protect our trade
secrets, to determine the validity of and scope of the proprietary rights of
others, or to defend against claims of infringement or invalidity. Litigation
could result in substantial costs and diversion of resources and could harm our
business.

WE FACE AND MIGHT IN THE FUTURE FACE INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS
THAT MIGHT BE COSTLY TO RESOLVE.

         We have from time to time received, and may in the future receive,
communications from third parties asserting patent or other intellectual
property rights covering our products. For example, we have recently been
named in (along with approximately 90 manufacturers or distributors of
electronic or semiconductor products) and served with a complaint filed by
the Lemelson Medical, Education and Research Foundation alleging patent
infringement by us. If we do not prevail in any litigation as a result of
such allegations, our business may be adversely affected.

         In addition, our industry is characterized by uncertain and conflicting
intellectual property claims and vigorous protection and pursuit of intellectual
property rights or positions, which have on occasion resulted in significant and
often protracted and expensive litigation. In the past, we have been involved in
such litigation, which adversely affected our operating results. We cannot
assure you that intellectual property claims will not be made against us in the
future or that we will not be prohibited from using the technologies subject to
any such claims or be required to obtain licenses and make corresponding royalty
payments. In addition, the necessary management attention to and legal costs
associated with litigation can have a significant adverse effect on operating
results.

IF WE FAIL TO SUCCESSFULLY ATTRACT AND RETAIN QUALIFIED PERSONNEL, OUR BUSINESS
WILL BE HARMED.

         Our future success will depend in part on our continued ability to
hire, assimilate and retain qualified personnel. Competition for such personnel
is intense, and we may not be successful in attracting or retaining such
personnel. The loss of any key employee, the failure of any key employee to
perform in his or her current position or our inability to attract and retain
skilled employees, particularly technical and management, as needed, could harm
our business. The loss of the services of any executive officer or other key
technical or management personnel could harm our business.

ANTI-TAKEOVER EFFECTS OF PROVISIONS IN OUR CERTIFICATE OF INCORPORATION AND OUR
STOCKHOLDER RIGHTS PLAN COULD DELAY OR PREVENT AN ACQUISITION OF US.

         Our board of directors has the authority to issue up to 5,000,000
shares of preferred stock and to determine the price, voting rights, preferences
and privileges and restrictions of those shares without the approval of our
stockholders. We have also implemented a stockholder rights plan. The rights of
the holders of common stock will be subject to, and may be harmed by, the rights
of the holders of any shares of preferred stock that may be issued in the
future. The issuance of preferred stock and the existence of our stockholder
rights plan may delay, defer or prevent a change in control, by making it more
difficult for a third party to acquire a majority of our stock. In addition, the
issuance of preferred stock could have a dilutive effect on our stockholders. We
have no present plans to issue shares of preferred stock.


                                     -12-
<PAGE>

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Some of the statements under the section entitled "Risk Factors" and
elsewhere in this prospectus and in the documents incorporated by reference in
this prospectus constitute forward-looking statements. In some cases, you can
identify forward-looking statements by terms such as "may," "could," "would,"
"might," "will," "should," "expect," "plan," "intend," "forecast," "anticipate,"
"believe," "estimate," "predict," "potential," "continue" or the negative of
these terms or other comparable terminology. The forward-looking statements
contained in this prospectus involve known and unknown risks, uncertainties and
situations that may cause our or our industry's actual results, level of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these statements.

         Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. You should not place undue
reliance on these forward-looking statements.

                             SELLING STOCKHOLDER


         The only stockholder selling shares of our common stock in the
offering is 3M Financial Management Company, or 3M Financial. As of January
16, 2001, 3M Financial beneficially owned approximately 1,403,702 shares of
our common stock, which is equal to approximately 1.9% of the outstanding
shares of our common stock. After the sale of 1,403,702 shares in this
offering, 3M Financial will own approximately no outstanding shares of our
common stock. We cannot assure you that 3M Financial will sell all or any of
the shares of common stock offered pursuant to this prospectus.



         The number and percentage of shares beneficially owned is determined
under rules of the SEC, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes any shares as to which 3M Financial has sole or shared
voting power or investment power and also any shares which 3M Financial has
the right to acquire within sixty (60) days of January 8, 2000 through the
exercise of any stock option or other right.


                                     -13-
<PAGE>

                               PLAN OF DISTRIBUTION


         We are registering 1,403,702 shares of common stock on behalf of the
selling stockholder, 3M Financial Management Company. We originally issued all
of these shares in connection with a Stock Warrant Agreement dated March 28,
1997 which we entered into with the Minnesota Mining and Manufacturing Company,
a Delaware corporation, in connection with a Joint Marketing and Development
Agreement dated March 28, 1997. We originally issued these shares pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended, provided by Section 4(2) of that Act. The shares were subsequently
transferred by the Minnesota Mining and Manufacturing Company to the selling
stockholder, 3M Financial Management Company, its wholly-owned subsidiary. We
are registering the shares in accordance with the terms of the Stock Warrant
Agreement. We will not receive any proceeds from this offering.


         The selling stockholder or any pledgees, donees, transferees or other
successors-in-interest selling shares received from the selling stockholder
after the date of this prospectus may sell the shares from time to time. The
selling stockholder will act independently of us in making decisions with
respect to the timing, manner and size of each sale. The sales may be made on
one or more exchanges or in the over-the-counter market or otherwise, at market
prices prevailing at the time of sale, at prices related to the prevailing
market prices, at negotiated prices, or at fixed prices, which may be changed.
The selling stockholder may effect such transactions by selling the shares to or
through broker-dealers. The shares may be sold by one or more of, or a
combination of, the following:

         -    a block trade in which the broker-dealer so engaged will
              attempt to sell the shares as agent but may position and resell
              a portion of the block as principal to facilitate the
              transaction;

         -    purchases by a broker-dealer as principal and resale by such
              broker-dealer for its account pursuant to this prospectus;

         -    an exchange distribution in accordance with the rules of such
              exchange;

         -    ordinary brokerage transactions and transactions in which the
              broker solicits purchasers; and

         -    in privately negotiated transactions.

         To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In effecting
sales, broker-dealers engaged by the selling stockholder may arrange for other
broker-dealers to participate in the resales.

         Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the selling stockholder.
Broker-dealers or agents may also receive compensation from the purchasers of
the shares for whom they act as agents or to whom they sell as principals, or
both. Compensation as to a particular broker-dealer might be in excess of
customary commissions and will be in amounts to be negotiated in connection with
the sale. Broker-dealers or agents and any other participating broker-dealers or
the selling stockholder may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because the
selling stockholder may be deemed to be an "underwriter" within the meaning of
Section 2(11) of the Securities Act, the selling stockholder will be subject to
the prospectus delivery requirements of the Securities Act.


                                     -14-
<PAGE>

However, any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 promulgated under the Securities Act may be sold under Rule
144 rather than in connection with this prospectus. The selling stockholder has
advised us that it has not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of their
securities. There is no underwriter or coordinating broker acting in connection
with the proposed sale of shares by the selling stockholder.

         The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is obtained.

         We will make copies of this prospectus available to the selling
stockholder and we have informed it of the need for delivery of copies of this
prospectus to purchasers at or prior to the time of any sale of the shares.

         To the extent required, we will file a supplement to this prospectus
pursuant to Rule 424(b) promulgated under the Securities Act upon being notified
by the selling stockholder that any material arrangement has been entered into
with a broker-dealer for the sale of shares through a block trade, special
offering, exchange distribution or secondary distribution or a purchase by a
broker or dealer. The supplement will disclose:

         -    the names of the selling stockholder and of the participating
              broker-dealer(s);

         -    the number of shares involved;

         -    the price at which the shares were sold;

         -    the commissions paid or discounts or concessions allowed to the
              broker-dealer(s), where applicable;

         -    that the broker-dealer(s) did not conduct any investigation to
              verify the information set out or incorporated by reference in
              this prospectus; and

         -    other facts material to the transaction.

         We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling stockholder will bear all commissions
and discounts, if any, attributable to the sales of the shares. The selling
stockholder may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.

         We cannot assure you that the selling stockholder will sell all or any
of the shares of common stock offered pursuant to this prospectus.

                               LEGAL MATTERS

         The validity of the issuance of the shares of common stock offered
by this prospectus will be passed upon for us by Wilson Sonsini Goodrich &
Rosati, Professional Corporation, Palo Alto, California.

                                     -15-
<PAGE>

                                   EXPERTS

         The consolidated financial statements as of December 31, 1999 and 1998
and for each of the years in the three-year period ended December 31, 1999
incorporated by reference in this prospectus have been so included in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.

                     WHERE YOU CAN FIND MORE INFORMATION

         We file reports, proxy statements and other information with the
Commission, in accordance with the Securities Exchange Act of 1934. You may read
and copy our reports, proxy statements and other information filed by us at the
public reference facilities of the Commission in Washington, D.C., New York, New
York and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for
further information about the public reference rooms. Our reports, proxy
statements and other information filed with the Commission are available to the
public over the Internet at the Commission's World Wide Web site at
http://www.sec.gov.

         The Commission allows us to "incorporate by reference" the information
we filed with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made by us with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until our offering is complete.

         -    The description of the common stock in our Registration
              Statement on Form 8-A filed on March 12, 1996, under Section
              12(g) of the Exchange Act;

         -    The description of our Preferred Shares Rights Agreement in our
              Registration Statement on Form 8-A filed on July 22, 1998,
              under Section 12(g) of the Exchange Act;

         -    Our Annual Report on Form 10-K filed on March 29, 2000 for the
              fiscal year ended December 31, 1999;

         -    Our Quarterly Report on Form 10-Q filed on May 17, 2000 for the
              quarter ended April 2, 2000;

         -    Our Quarterly Report on Form 10-Q filed on August 4, 2000 for
              the quarter ended July 2, 2000;


         -    Our Quarterly Report on Form 10-Q filed on November 13, 2000
              for the quarter ended October 1, 2000;


         -    Our Current Report on Form 8-K dated December 1, 1999, as
              amended on Form 8-K/A dated February 11, 2000;

         -    Our Current Report on Form 8-K dated July 19, 2000; and

         -    Our Current Report on Form 8-K dated August 2, 2000.


         -    Our Current Report on Form 8-K dated December 5, 2000.


         Any statement contained in a document that is incorporated by reference
will be modified or superseded for all purposes to the extent that a statement
contained in this prospectus (or in any other document that is subsequently
filed with the Commission and incorporated by reference) modifies or is


                                     -16-
<PAGE>

contrary to that previous statement. Any statement so modified or superseded
will not be deemed a part of this prospectus except as so modified or
superseded.

         You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: Investor Relations, Polycom, Inc., 1565
Barber Lane, Milpitas, California 95035, (408) 474-2000.



                                     -17-
<PAGE>

                                 PART II

                 INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         The aggregate estimated (other than the registration fee) expenses to
be paid by the Registrant in connection with this offering are as follows:

<TABLE>
<S>                                                              <C>
Securities and Exchange Commission registration fee............. $   30,876
Legal fees and expenses.........................................     20,000
Accounting fees and expenses....................................      5,000
Printing fees...................................................      5,000
Transfer agent fees and expenses................................      5,000
Miscellaneous...................................................      9,124
                                                                 ----------
   Total........................................................ $   75,000
                                                                 ==========
</TABLE>

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS OF POLYCOM, INC.

CERTIFICATE OF INCORPORATION

         Article IX of our Certificate of Incorporation provides that, to the
fullest extent permitted by Delaware law, as the same now exists or may
hereafter be amended, no director shall be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director. Delaware law provides that directors of a corporation will not be
personally liable for monetary damages for breach of their fiduciary duties as
directors, except for liability:

         -    for any breach of their duty of loyalty to the corporation or
              its stockholders,

         -    for acts or omissions not in good faith or that involve
              intentional misconduct or a knowing violation of law,

         -    for unlawful payments of dividends or unlawful stock
              repurchases or redemptions as provided in Section 174 of the
              Delaware General Corporation Law, or

         -    for any transaction from which the director derived an improper
              personal benefit.

BYLAWS

         Our bylaws provide that our directors, officers and agents shall be
indemnified against expenses including attorneys' fees, judgments, fines,
settlements actually and reasonably incurred in connection with any proceeding
arising out of their status as such.

         We have entered into agreements to indemnify our directors and
officers, in addition to the indemnification provided for in our Certificate of
Incorporation and Bylaws. These agreements, among other things, indemnify our
directors and officers for certain expenses, including attorney's fees,
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of Polycom,
arising out of such person's services as a director or officer of Polycom, any
subsidiary of Polycom or any other company or enterprise to which the person
provides services at the request of Polycom.


                                     II-1
<PAGE>

ITEM 16.  EXHIBITS

         The following exhibits are filed herewith or incorporated by reference
         herein: Exhibit

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER                            EXHIBIT TITLE
------------  -------------------------------------------------------------------
<S>           <C>
     2.1      Agreement and Plan of Reorganization, dated as of June 11, 1997, by
              and among Polycom, Inc., Venice Acquisition and ViaVideo
              Communications, Inc. (which is incorporated herein by reference to
              Exhibit 2.1 to the Form 8-K filed by the Registrant with the
              Securities and Exchange Commission (the "Commission") on August 13,
              1997).

     2.2      Amendment No. 1 to the Agreement and Plan of Reorganization, dated as
              of September 2, 1997, by and among the Registrant, Venice Acquisition
              Corporation and ViaVideo Communications, Inc. (which is incorporated
              herein by reference to Exhibit 2.2 to the Form 8-K filed by the
              Registrant with the Commission on January 16, 1998).

     2.3      Agreement and Plan of Reorganization dated November 18, 1999, by and
              among the Registrant, Atlas Communication Engines, Inc. and Periscope
              Acquisition Corporation (which is incorporated herein by reference to
              Exhibit 2.1 to the Form 8-K filed by the Registrant with the
              Commission on December 15, 1999).

     2.4      Agreement and Plan of Merger and Reorganization dated December 5,
              2000, by and among the Registrant, Merger Sub Ltd. and Accord
              Networks Ltd. (which is incorporated herein by reference to
              Exhibit 2.1 to the Form 8-K filed by the Registrant with the
              commission on December 12, 2000).

     4.1      Reference is made to Exhibit 3.1 and to the Amended and Restated
              Bylaws of Polycom, Inc. (which is incorporated herein by reference to
              Exhibit 3.4 to the Registrant's 1996 Registration Statement on Form
              S-1, as amended (the "1996 Registration Statement")).

     4.2      Specimen Common Stock certificate (which is incorporated herein by
              reference to Exhibit 4.2 to the Registrant's 1996 Registration
              Statement).

     4.3      Amended and Restated Investor Rights Agreement, dated May 17, 1995,
              among the Registrant and the Investors named therein (which is
              incorporated herein by reference to Exhibit 4.3 to the Registrant's
              1996 Registration Statement).

     4.4      Preferred Shares Rights Agreement dated as of July 15, 1998, between
              Polycom, Inc. and BankBoston N.A., including the Certificate of
              Designation, the form of Rights Certificate and the Summary of Rights
              Attached thereto as Exhibits A, B and C, respectively (which is
              incorporated herein by reference to Exhibit 1 to the Registrant's Form
              8-A filed with the Commission on July 22, 1998).

     5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.+

    23.1      Consent of PricewaterhouseCoopers LLP, independent accountants.

    23.2      Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
              (included in Exhibit 5.1).+

    24.1      Power of Attorney.+

    99.1      Risk factors relating to the pending merger of Accord Networks
              Ltd. with a wholly-owned subsidiary of Polycom, Inc.

    99.2      Selected Historical Financial Data of Accord Networks Ltd.,
              Selected Unaudited Pro Forma Combined Financial Date of
              Polycom, Inc. and Accord Networks Ltd., and Selected Comparative
              Historical and Pro Forma Per Share Data of Polycom, Inc. and
              Accord Networks Ltd.

</TABLE>


+ Previously filed with the original Registration Statement on Form S-3 filed
  by the Registrant on October 27, 2000.

ITEM 17.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement, to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the registration statement.


                                     II-2
<PAGE>

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions of 1933, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities, (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                     II-3
<PAGE>

                                 SIGNATURES


         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this pre-effective
Amendment Number One to Registration Statement on Form S-3 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Milpitas, State of California, on January 19, 2001.


                                       POLYCOM, INC.

                                       By:  /s/ Michael R. Kourey
                                            ----------------------------------
                                            Michael R. Kourey
                                            Senior Vice President, Finance and
                                            Administration, Chief Financial
                                            Officer and Secretary and Director





         Pursuant to the requirements of the Securities Act, this
pre-effective Amendment Number One to Registration Statement has been signed
by the following persons in the capacities and on the dates indicated:



<TABLE>
<CAPTION>
                   SIGNATURE                                         TITLE                                DATE
------------------------------------------------  -------------------------------------------       ----------------
<S>                                               <C>                                               <C>
/s/ Robert C. Hagerty*                            Chairman of the Board of Directors, Chief         January 19, 2001
------------------------------------------------  Executive Officer and President (Principal
               Robert C. Hagerty                  Executive Officer)


                                                  Senior Vice President, Finance and
/s/ Michael R. Kourey                             Administration, Chief Financial Officer           January 19, 2001
------------------------------------------------  and Secretary and Director (Principal
               Michael R. Kourey                  Financial Officer and Accounting Officer)


/s/ Betsy S. Atkins*                              Director                                          January 19, 2001
------------------------------------------------
                Betsy S. Atkins


/s/ John Seely Brown*                             Director                                          January 19, 2001
------------------------------------------------
                John Seely Brown


/s/ John A. Kelley*                               Director                                          January 19, 2001
------------------------------------------------
                 John A. Kelley


/s/ Stanley J. Meresman*                          Director                                          January 19, 2001
------------------------------------------------
              Stanley J. Meresman


/s/ William A. Owens*                             Director                                          January 19, 2001
------------------------------------------------
                William A. Owens
</TABLE>



*By:  /s/ Michael R. Kourey
    -------------------------------
    Michael R. Kourey
    Attorney-in-Fact


                                     II-4
<PAGE>
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER                            EXHIBIT TITLE
------------  -------------------------------------------------------------------
<S>           <C>
     2.1      Agreement and Plan of Reorganization, dated as of June 11, 1997, by
              and among Polycom, Inc., Venice Acquisition and ViaVideo
              Communications, Inc. (which is incorporated herein by reference to
              Exhibit 2.1 to the Form 8-K filed by the Registrant with the
              Securities and Exchange Commission (the "Commission") on August 13,
              1997).

     2.2      Amendment No. 1 to the Agreement and Plan of Reorganization, dated as
              of September 2, 1997, by and among the Registrant, Venice Acquisition
              Corporation and ViaVideo Communications, Inc. (which is incorporated
              herein by reference to Exhibit 2.2 to the Form 8-K filed by the
              Registrant with the Commission on January 16, 1998).

     2.3      Agreement and Plan of Reorganization dated November 18, 1999, by and
              among the Registrant, Atlas Communication Engines, Inc. and Periscope
              Acquisition Corporation (which is incorporated herein by reference to
              Exhibit 2.1 to the Form 8-K filed by the Registrant with the
              Commission on December 15, 1999).

     2.4      Agreement and Plan of Merger and Reorganization dated December 5,
              2000, by and among the Registrant, Merger Sub Ltd. and Accord
              Networks Ltd. (which is incorporated herein by reference to
              Exhibit 2.1 to the Form 8-K filed by the Registrant with the
              commission on December 12, 2000).

     4.1      Reference is made to Exhibit 3.1 and to the Amended and Restated
              Bylaws of Polycom, Inc. (which is incorporated herein by reference to
              Exhibit 3.4 to the Registrant's 1996 Registration Statement on Form
              S-1, as amended (the "1996 Registration Statement")).

     4.2      Specimen Common Stock certificate (which is incorporated herein by
              reference to Exhibit 4.2 to the Registrant's 1996 Registration
              Statement).

     4.3      Amended and Restated Investor Rights Agreement, dated May 17, 1995,
              among the Registrant and the Investors named therein (which is
              incorporated herein by reference to Exhibit 4.3 to the Registrant's
              1996 Registration Statement).

     4.4      Preferred Shares Rights Agreement dated as of July 15, 1998, between
              Polycom, Inc. and BankBoston N.A., including the Certificate of
              Designation, the form of Rights Certificate and the Summary of Rights
              Attached thereto as Exhibits A, B and C, respectively (which is
              incorporated herein by reference to Exhibit 1 to the Registrant's Form
              8-A filed with the Commission on July 22, 1998).

     5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.+

    23.1      Consent of PricewaterhouseCoopers LLP, independent accountants.

    23.2      Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
              (included in Exhibit 5.1).+

    24.1      Power of Attorney.+

    99.1      Risk factors relating to the pending merger of Accord Networks
              Ltd. with a wholly-owned subsidiary of Polycom, Inc.

    99.2      Selected Historical Financial Data of Accord Networks Ltd.,
              Selected Unaudited Pro Forma Combined Financial Date of
              Polycom, Inc. and Accord Networks Ltd., and Selected Comparative
              Historical and Pro Forma Per Share Data of Polycom, Inc. and
              Accord Networks Ltd.
</TABLE>


+ Previously filed with the original Registration Statement on Form S-3 filed
  by the Registrant on October 27, 2000.



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