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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 18, 2000
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Date of Report (Date of earliest event reported)
VIALOG CORPORATION
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(Exact name of registrant as specified in charter)
Massachusetts 001-15527 04-3305282
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
32 Crosby Drive
Bedford, MA 01730
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(Address of principal executive offices)
(978) 975-3700
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Registrant's telephone number, including area code
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Item 5. Other Events
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Vialog Corporation (the "Company") announced today that the Company has
extended the expiration date of its exchange offer (the "Exchange Offer") for
all of its outstanding $75,000,000 12 3/4% Series B Senior Notes due November
15, 2001 (the "Senior Notes") until 5:00 p.m., New York City time, on October
31, 2000. The Exchange Offer was previously scheduled to expire at 5:00 p.m.,
New York City time, on September 15, 2000. The Company also announced that its
continuing discussions with several major financial institutions to arrange the
financing necessary for the Exchange Offer are proceeding well and that the
Company is optimistic that the necessary financing will be available prior to
the October 31 expiration of the Exchange Offer. If the Company is unable to
obtain the necessary financing, it will not be able to complete the Exchange
Offer. Pursuant to the Exchange Offer, the Company is offering an aggregate of
$58,500,000 in cash and an aggregate of 165,000 newly issued shares of a new
class of convertible preferred stock, par value $0.01 per share, stated value
$100.00 (the "Preferred Stock"), for all of the Company's outstanding Senior
Notes. The Preferred Stock will be convertible into shares of common stock,
$0.01 par value per share, of the Company. The Exchange Offer is subject to
certain conditions, including: (a) the valid tender of at least 95% of the
principal amount of the Senior Notes; and (b) the availability of at least $75
million of new bank financing on the effective date of the Exchange Offer.
A copy of the Company's press release reporting the extension of the
expiration date of the Exchange Offer is attached as an exhibit to this Current
Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
99.1 Press Release dated September 18, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: September 18, 2000
VIALOG CORPORATION
By: /s/ Michael E. Savage
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Michael E. Savage
Senior Vice President and Chief
Financial Officer
