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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 EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): DECEMBER 5, 2000
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ACCORD NETWORKS LTD.
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(Exact Name of Registrant as Specified in Its Charter)
ISRAEL
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(State or Other Jurisdiction of Incorporation)
000-30887 NOT APPLICABLE
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(Commission File Number) (IRS Employer Identification No.)
9040 ROSWELL ROAD, SUITE 450, ATLANTA, GEORGIA 30350-1877
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(770) 641-4400
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ITEM 5. OTHER EVENTS
On December 5, 2000, Accord Networks Ltd. ("Accord") entered into an
Agreement and Plan of Merger and Reorganization dated as of December 5, 2000
(the "Merger Agreement") with Polycom, Inc. ("Polycom") and Merger Sub
Ltd. ("Merger Sub") pursuant to the terms and conditions of which
shareholders of Accord will receive .3065 shares (the "Exchange Ratio") of
Polycom common stock in exchange for each Accord ordinary share (the
"Merger"). In addition, pursuant to the terms of the Merger Agreement, each
outstanding option and warrant to acquire Accord ordinary shares will be
assumed by Polycom and will be treated as an option or warrant to purchase
that number of shares of Polycom common stock equal to the product of the
Exchange Ratio and the number of Accord ordinary shares subject to such
option or warrant. Upon the consummation of the Merger, Merger Sub will
merge with and into Accord, with Accord as the surviving corporation. On
December 6, 2000, Accord and Polycom issued a press release announcing the
signing of the Merger Agreement (the "Press Release").
The Merger is subject to regulatory and Accord shareholder approvals
and other customary conditions to closing. Certain shareholders of Accord,
representing in the aggregate approximately 32.9% of the voting share capital
of Accord, have entered into voting agreements (collectively, the "Voting
Agreement") with Polycom pursuant to which each such shareholder has agreed
to vote in favor of the Merger.
The Merger Agreement and the Press Release are attached hereto as
Exhibits 2.1 and 99.1, respectively, and the form of Voting Agreement is
attached as Exhibit A to the Merger Agreement, each of which is incorporated
herein by reference in its entirety. The foregoing descriptions of the
Merger Agreement, the Press Release and the Voting Agreement are qualified in
their entirety by reference to the Merger Agreement, the Press Release and
the Voting Agreement, respectively.
Any statements contained in the Press Release that are not historical
facts are forward-looking statements. In particular, statements using the
words "will," "plans," "expects," "believes," "anticipates," or like terms
are by their nature predictions based upon current plans, expectations,
estimates, and assumptions. These statements are subject to a number of
risks and uncertainties that could significantly affect outcomes, which may
differ materially from the expectations, estimates, or assumptions expressed
in or implied by any such forward-looking statements. Specific risks
applicable to such forward-looking statements include risks associated with
the failure to conclude any proposed agreement and/or changing conditions in
the marketplace. Other risks and uncertainties associated with the business
of Accord may be reviewed in Accord's registration statement on Form F-1,
which is publicly on file with the U.S. Securities and Exchange Commission.
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ITEM 7. EXHIBITS
(c) Exhibits
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
2.1 Agreement and Plan of Merger and Reorganization dated as of
December 5, 2000, by and between Polycom, Inc., Merger Sub
Ltd. and Accord Networks Ltd., and Exhibits attached thereto.
10.1 Form of Voting Agreement dated as of December 5, 2000, entered
into by and between Polycom, Inc. and each of Jules L. DeVigne,
Sigi Gavish, Philip B. Keenan, David P. Gallagher, Amnon
Shachar, Jeffrey B. Bradley, Matty Karp, Jos Henkens, Nitzanim
Fund (1993) Ltd., K.T. Concord Venture Fund (Cayman) L.P.,
K.T. Concord Venture Fund (Israel) L.P., K.T. Concord Venture
Advisors (Cayman) L.P., K.T. Concord Venture Advisors (Israel)
L.P. and Advanced Technology Ventures IV, L.P. (included as
Exhibit A to Exhibit 2.1).
99.1 Press Release of Polycom, Inc. dated December 6, 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 hereunto duly authorized.
ACCORD NETWORKS LTD.
December 12, 2000 By: /s/ Jules L. DeVigne
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Name: Jules L. DeVigne
Title: Chief Executive Officer
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
2.1 Agreement and Plan of Merger and Reorganization dated as of
December 5, 2000, by and between Polycom, Inc., Merger Sub
Ltd. and Accord Networks Ltd., and Exhibits attached thereto.
10.1 Form of Voting Agreement dated as of December 5, 2000, entered
into by and between Polycom, Inc. and each of Jules L. DeVigne,
Sigi Gavish, Philip B. Keenan, David P. Gallagher, Amnon
Shachar, Jeffrey B. Bradley, Matty Karp, Jos Henkens, Nitzanim
Fund (1993) Ltd., K.T. Concord Venture Fund (Cayman) L.P.,
K.T. Concord Venture Fund (Israel) L.P., K.T. Concord Venture
Advisors (Cayman) L.P., K.T. Concord Venture Advisors (Israel)
L.P. and Advanced Technology Ventures IV, L.P. (included as
Exhibit A to Exhibit 2.1).
99.1 Press Release of Polycom, Inc. dated December 6, 2000.
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