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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): October 1, 2000
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VIALOG CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 001-15527 04-3305282
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
32 Crosby Drive
Bedford, MA 01730
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(Address of principal executive offices)
(781) 761-6200
Registrant's telephone number, including area code
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
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On October 1, 2000, VIALOG Corporation, a Massachusetts corporation
("VIALOG"), entered into a definitive Merger Agreement (the "Merger Agreement")
with Genesys SA, a corporation (societe anonym) organized under the laws of
France ("Genesys Conferencing") pursuant to which Genesys Conferencing will
acquire Vialog. As part of the transaction, Genesys Conferencing will apply for
listing on the Nasdaq stock market of American Depositary Shares (ADSs)
representing its underlying ordinary shares that Vialog shareholders will be
entitled to receive pursuant to the merger. To effect the acquisition, the
Merger Agreement provides that Vialog shareholders will receive the ADS
equivalent of 0.2563 of a Genesys Conferencing ordinary share in exchange for
each share of Vialog common stock, subject to a "collar," which provides that
Vialog shareholders could receive the ADS equivalent of between 0.2183 Genesys
Conferencing ordinary shares and 0.3352 Genesys Conferencing ordinary shares for
each Vialog share depending on the Genesys Conferencing share price at the
closing of the acquisition as determined in accordance with the Merger
Agreement. Based on the recent closing prices of Genesys Conferencing's ordinary
shares, (i) the transaction is valued at approximately $241 million, or
approximately $90 million in Vialog debt plus $13.26 per Vialog share, and (ii)
Vialog shareholders would own approximately 21 percent of Genesys Conferencing
upon the closing of the acquisition. The closing of the acquisition, which is
expected to occur in the first quarter of 2001, is subject to the approval of
Vialog shareholders, the approval of the issuance of the new Genesys
Conferencing shares underlying the ADSs by Genesys Conferencing's shareholders,
the listing of the ADSs on the Nasdaq Stock Market and other customary closing
conditions. The Merger Agreement also provides that under certain circumstances,
Vialog will pay Genesys Conferencing a $5.25 million fee if the Merger Agreement
is terminated.
Vialog will furnish supplementally a copy of any of the schedules to the
Merger Agreement to the Commission upon request.
Copies of the Merger Agreement and the press release announcing the Merger
Agreement are attached as Exhibits 99.1 and 99.2, respectively, and are
incorporated herein by reference.
Forward-Looking Statements
This document contains statements that constitute forward looking
statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Forward looking statements are statements other than historical
information or statements of current condition. These statements appear in a
number of places in this document and include statements concerning the parties'
intent, belief or current expectations regarding future events, including: the
transactions; other transactions to which the parties may be a party;
competition in the industry; changing technology and future demand for products;
changes in business strategy or development plans; ability to attract and retain
qualified personnel; worldwide economic and business conditions; regulatory,
legislative and judicial developments; financing plans; and trends affecting the
parties' financial condition or results of operations. Forward looking
statements are not guarantees of future performance and involve risks and
uncertainties, and actual results may differ materially from those in the
forward looking statements as a result of various factors. Although management
of the parties believe that their expectations reflected in the forward looking
statements are reasonable based on information currently available to them, they
cannot assure that the expectations will prove to have been correct.
Accordingly, undue reliance should not place undue reliance on these forward
looking statements. In any event, these statements
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speak only as of the date of this document. The parties undertake no obligation
to revise or update any of them to reflect events or circumstances after the
date of this release, or to reflect new information or the occurrence of
unanticipated events. Readers are referred to Vialog's Annual Report to
Stockholders and Genesys' and Vialog's other filings with the US SEC for a
discussion of these and other important risk factors concerning the parties and
their respective operations.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
99.1 Agreement and Plan of Merger and Reorganization By and Among
Vialog Corporation, Genesys SA and ABCD Merger Corp. dated
October 1, 2000.
99.2 Press Release dated October 2, 2000.
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: October 2, 2000 By: /s/ Michael E. Savage
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Michael E. Savage, CFO
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EXHIBIT INDEX
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Exhibit
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99.1 Agreement and Plan of Merger and Reorganization By and
Among Vialog Corporation, Genesys SA and ABCD Merger
Corp. dated October 1, 2000.
99.2 Press Release dated October 2, 2000
