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): December 30, 1998
VIALOG CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 333-44041 04-3305282
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(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
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(Address of principal executive offices)
Registrant's telephone number, including area code (978) 975-3700
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
On December 30, 1998, VIALOG Corporation ("VIALOG") entered into a
definitive Merger Agreement (the "CPI Merger Agreement") with Conference Pros
International, Inc. ("CPI"), an independent provider of teleconferencing
services based in Houston, Texas. Pursuant to the terms of the CPI Merger
Agreement, VIALOG will acquire all of the outstanding capital stock of CPI for
approximately $6 million in cash plus approximately $50,000 related to tax
reimbursements. In addition, VIALOG expects to incur approximately $100,000 of
acquisition costs and to assume approximately $464,000 of indebtedness (based on
CPI's September 30, 1998 balance sheet). CPI had net revenues of approximately
$2.0 million and a loss from operations of approximately $20,000 for the fiscal
year ended December 31, 1997 and had net revenues of approximately $1.8 million
and income from operations of approximately $149,000 for the nine months ended
September 30, 1998.
On December 30, 1998 VIALOG Corporation ("VIALOG") entered into a
definitive Merger Agreement (the "ABCI Merger Agreement") with A Better
Conference, Inc. ("ABCI"), an independent provider of teleconferencing services
based in Palm Springs, California. Pursuant to the terms of the ABCI Merger
Agreement, VIALOG will acquire all of the outstanding capital stock of ABCI for
approximately $6.2 million in cash. VIALOG also expects to incur approximately
$100,000 of acquisition costs and to assume approximately $471,000 of
indebtedness (based on ABCI's September 30, 1998 balance sheet). ABCI had net
revenues of approximately $2.0 million and income from operations of
approximately $196,000 for the fiscal year ended December 31, 1997 and had net
revenues of approximately $2.1 million and income from operations of
approximately $388,000 for the nine months ended September 30, 1998.
The closing of the transactions described above is contingent upon the
parties satisfying the conditions specified in the CPI Merger Agreement and the
ABCI Merger Agreement.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release regarding CPI and ABCI transactions
dated January 15, 1998.
*99.2 Agreement and Plan of Reorganization By and Among
VIALOG Corporation, CPI Acquisition Corporation and
Conference Pros International, Inc. and Michael Burns
dated as of November 30, 1998.
*99.3 Agreement and Plan of Reorganization By and Among
VIALOG Corporation, Better Acquisition Corporation
and A Better Conference, Inc and Patricia A. Cranford
and Otis Cranford and Matthew Cranford dated as of
December 30, 1998.
*Incorporated by reference to the Exhibits to
Amendment No. 3 to the registrant's Registration
Statement on Form S-1 filed with the Securities and
Exchange Commission on December 31, 1998. (File No.
333-53395)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned.
VIALOG CORPORATION
Date: January 15, 1999 By: /s/Glenn D. Bolduc
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Glenn D. Bolduc
EXHIBIT INDEX
Exhibit
99.1 Press Release regarding CPI and ABCI transactions
dated January 15, 1998.
*99.2 Agreement and Plan of Reorganization By and Among
VIALOG Corporation, CPI Acquisition Corporation and
Conference Pros International, Inc. and Michael Burns
dated as of November 30, 1998.
*99.3 Agreement and Plan of Reorganization By and Among
VIALOG Corporation, Better Acquisition Corporation
and A Better Conference, Inc and Patricia A. Cranford
and Otis Cranford and Matthew Cranford dated as of
December 30, 1998
* Incorporated by reference to the Exhibits to
Amendment No. 3 to the registrant's Registration
Statement on Form S-1 filed with the Securities and
Exchange Commission on December 31, 1998
Exhibit 99.1
VIALOG CORPORATION PLANS TO ACQUIRE BY MERGER
A BETTER CONFERENCE, INC. AND
CONFERENCE PROS INTERNATIONAL, INC.
Andover, Mass., January 15, 1999 -- VIALOG Corporation today announced that it
entered into definitive merger agreements to acquire all of the outstanding
capital stock of A Better Conference, Inc. ("ABCI"), of Palm Springs, California
and Conference Pros International, Inc. ("CPI") of Houston, Texas, both
independent providers of audioconferencing services.
VIALOG intends to acquire all of the outstanding capital stock of ABCI for
approximately $6.2 million in cash. VIALOG will also assume approximately
$471,000 of ABCI's indebtedness (based on ABCI's September 30, 1998 balance
sheet). ABCI had net revenues of approximately $2.1 million for the nine months
ended September 30, 1998.
The Company intends to acquire all of the outstanding capital stock of CPI for
approximately $6.0 million in cash. VIALOG will also assume approximately
$464,000 of CPI's indebtedness (based on CPI's September 30, 1998 balance
sheet). CPI had net revenues of approximately $1.8 for the nine months ended
September 30, 1998.
The closing of these merger transactions is contingent upon the parties
satisfying the conditions specified in the merger agreements.
VIALOG Corporation is an independent provider of group communications services,
including audioconferencing, videoconferencing, web conferencing, and
teleservices such as Interactive Voice Response (IVR), broadcast fax and fax
on-demand.
