SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): February 10, 1999
-----------------
VIALOG CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 333-44041 04-3305282
- ---------------- ----------- -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
35 New England Business Center, Suite 160
Andover, MA 01810
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(978) 975-3700
--------------
Registrant's telephone number, including area code
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 2. Acquisition or Disposition of Assets:
- ---------------------------------------------
On February 10, 1999, the Registrant acquired by merger all of the
outstanding capital stock of A Business Conference-Call, Inc. ("ABCC"), a
Minnesota corporation, from ABCC's two stockholders, Daniel L. Barber and Robert
M. Kalla, for a purchase price of $15.2 million in cash plus (i) $216,672
(subject to final adjustment) related to tax reimbursements discussed below and
(ii) $677,074 (subject to final adjustment) based on ABCC's closing date balance
sheet, equal to the balances of cash plus accounts receivable (net of a bad debt
reserve of 5%) less all liabilities as of the closing date. In addition, the
Registrant incurred approximately $200,000 of acquisition costs.
ABCC has 576 teleconferencing ports and 45 employees as of September
30, 1998. ABCC services a general corporate clientele with a specialty in the
communications industry.
The Registrant and ABCC made an election to treat the purchase and sale
of the capital stock of ABCC as a purchase and sale of assets. The Registrant
reimbursed the stockholders of ABCC $216,672 (subject to final adjustment), the
difference between the taxes incurred by such stockholders as a result of such
election and the taxes which would have been incurred by such stockholders had
no such election been made.
Mr. Barber and Mr. Kalla each entered into a two-year employment
contract with the Registrant and received an incentive stock option to purchase
37,500 shares of the Registrant's Common Stock at an exercise price of $8.00.
The funds used by the Registrant to purchase ABCC were obtained from
the sale of 4,600,000 shares of the Registrant's Common Stock offered to the
public through an initial public offering (the "IPO") on Form S-1 (File Number
333-53395)(the "Registration Statement") which closed simultaneously with the
Registrant's acquisition of ABCC.
Item 5. Other Events:
- ---------------------
A. On February 10, 1999, the Registrant acquired by merger all of the
outstanding capital stock of Conference Pros International, Inc. ("CPI"), a
Texas corporation, from Michael Burns, CPI's sole stockholder, for a purchase
price of $6.0 million in cash plus $27,610 (subject to final adjustment) related
to tax reimbursements discussed below. In addition, the Registrant incurred
approximately $100,000 of acquisition costs and assumed approximately $464,000
of indebtedness (based on CPI's September 30, 1998 balance sheet).
CPI has 920 teleconferencing ports and 32 employees as of September 30,
1998. CPI services a general corporate clientele.
The Registrant and CPI made an election to treat the purchase and sale
of capital stock of CPI as a purchase and sale of assets. The Registrant
reimbursed Mr. Burns $27,610 (subject to final adjustment), the difference (less
$100,000) between the taxes incurred by the stockholder as a result of such
election and the taxes which would have been incurred by the stockholder had no
such election been made.
Mr. Burns entered into a two-year employment contract with the
Registrant and received incentive stock options for the purchase of 75,000
shares of the Registrant's Common Stock at an exercise price of $8.00.
<PAGE>
The funds used by the Registrant to purchase CPI were obtained from the
sale of Common Stock in the IPO.
B. On February 10, 1999, the Registrant acquired by merger all of the
outstanding capital stock of A Better Conference, Inc. ("ABCI"), a California
corporation, from ABCI's stockholders, Otis Cranford, Patricia Cranford, and
Matthew Cranford, for a purchase price of $6.2 million in cash. The Registrant
also incurred approximately $100,000 of acquisition costs and assumed
approximately $471,000 of indebtedness (based on ABCI's September 30, 1998
balance sheet).
ABCI has 432 teleconferencing ports and 27 employees as of September
30, 1998. ABCI services a general corporate clientele with a specialty in the
software, financial services and legal services industries.
Patricia A. Cranford and Matthew Cranford entered into two-year and
three-year employment contracts with the Registrant, respectively, and received
incentive stock options for the purchase of 50,000 and 25,000 shares of the
Registrant's Common Stock, respectively, at an exercise price of $8.00.
The funds used by the Registrant to purchase ABCI were obtained from
the sale of Common Stock in the IPO.
Item 7. Financial Statements and Exhibits:
- ------------------------------------------
Financial Statements and pro forma financial information for the
Registrant were contained in the Prospectus which formed a part of the
Registration Statement. The Prospectus, dated February 5, 1999, was filed with
the Securities and Exchange Commission on February 8, 1999, and is incorporated
herein by reference.
Financial Statements for ABCC were contained in the Prospectus which
formed a part of the Registration Statement. The Prospectus, dated February 5,
1999, was filed with the Securities and Exchange Commission on February 8, 1999,
and is incorporated herein by reference.
<PAGE>
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 duly authorized.
VIALOG CORPORATION
Date: February 25, 1999 By: /S/Glenn D. Bolduc
------------------
Glenn D. Bolduc, President
EXHIBIT INDEX
Exhibit 99* VIALOG Corporation Prospectus dated
February 5, 1999
*Incorporated by reference to the Registrant's Prospectus dated February 5,
1999, filed with the Securities and Exchange Commission on February 8, 1999.
