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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
August 1, 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 "Exhange 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 September 15,
2000. The Exchange Offer was previously scheduled to expire at 5:00 p.m., New
York City time, on July 31, 2000. The Company also announced that is in
continuing discussions with a number of parties, including two major financial
institutions which the Company has been working with since earlier this year, to
arrange the financing necessary to complete the Exchange Offer. If the Company
is unable to obtain the necessary financing, it will not be able to complete the
Exchange Offer. The Company still plans to consummate the Exchange Offer prior
to September 30, 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 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 August 1, 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.
VIALOG CORPORATION
By: /s/Michael E. Savage
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Michael E. Savage
Senior Vice President and Chief
Financial Officer
