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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
June 23, 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
33 New England Business Center, Suite 160
Andover, MA 01810
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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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Vialog Corporation (the "Company") has distributed a Second Supplement (the
"June 23 Supplement") to the Supplemented Offering Memorandum and Solicitation
Document dated May 24, 2000 (the "Supplemented Offering Memorandum"), relating
to the Company's 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"). The purpose of the June 23 Supplement is to inform offerees
that the Company has extended the expiration date and withdrawal termination
date of the Exchange Offer until 5:00 p.m., New York City time, on July 31,
2000. The Exchange Offer was previously scheduled to expire at 5:00 p.m., New
York City time, on June 22, 2000. The June 23 Supplement also provides offerees
with additional information regarding our proposed $75 million new senior
secured term loan and revolving credit facility (the "New Credit Facility"). As
previously announced, the Company had originally received a joint commitment
letter from two financial institutions relating to the New Credit Facility.
However, due to current conditions in the credit market, these institutions
informed us this week that they would use their best efforts to complete the
financing. If the Company is unable to obtain the necessary financing, it will
not be able to complete the Exchange Offer. The June 23 Supplement also extends
the date by which the Exchange Offer must be completed until September 30, 2000.
The original completion date was July 15, 2000. 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 June 23 Supplement 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 Second Supplement to the Supplemented Offering Memorandum
and Solicitation Document, dated June 23, 2000
99.2 Press Release dated June 23, 2000 regarding the New
Credit Facility.
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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.
VIALOG CORPORATION
By: /s/ Michael E. Savage
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Michael E. Savage
Senior Vice President and Chief
Financial Officer
Dated: June 29, 2000
