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Filed by Accord Networks Ltd.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: ACCORD NETWORKS LTD.
Registration No. 000-30887
ACCORD NETWORKS LTD.
A COMPANY INCORPORATED IN ISRAEL
In accordance with Section 318(b) of the Israeli Companies Law, 5759-1999
(the "Companies Law") and Regulation 3 of the Israeli Companies Regulations
(Merger), 5760-2000, notice is hereby given to the creditors of the Company,
if any, that on December 17, 2000, the Company filed with the Israeli
Registrar of Companies a Merger Proposal (as such term is defined in the
Companies Law) describing the proposed merger (the "Merger") of the Company
with Aruba Merger Sub Ltd. ("Merger Sub"), a wholly owned subsidiary of
Polycom, Inc. ("Polycom"). After the consummation of the Merger, the Company
will become a wholly owned subsidiary of Polycom.
The Merger Proposal may be reviewed at the offices of the Israeli Registrar
of Companies or at the offices of the Company, at 94 Em Hamoshavot Rd. Petah
-Tikva, Israel, Sunday through Thursday from 09:00 a.m. until 03.00 p.m.,
Israel time and at the principal executive offices of the Company located at
9040 Roswell Road, Suite, Atlanta, Georgia, U.S.A., Monday through Friday
from 9:00 a.m until 03:00 p.m.
Polycom plans to file a Registration Statement on the U.S. Securities and
Exchange Commission's Form S-4 in connection with the Merger, and the Company
expects to mail a Proxy Statement/Prospectus to its shareholders containing
information about the Agreement and Plan of Merger and Reorganization dated
as of December 5, 2000 among Polcycom, Merger Sub and the Company (the
"Agreement") and the Merger. Investors and security holders are urged to read
the Registration Statement and the Proxy Statement/Prospectus carefully when
they are available. When filed, the Registration Statement and the Proxy
Statement/Prospectus will contain important information about Polycom, the
Company, the Agreement, the Merger and related matters. Investors and
security holders will be able to obtain free copies of these documents
through the web site maintained by the U.S. Securities and Exchange
Commission at http//www.sec.gov. Free copies of the Registration Statement
and Proxy Statement/Prospectus also will be available from the Company upon
written request directed to Accord Networks Ltd., 9040 Roswell Road, Suite
450, Atlanta, Georgia 30350-1877, Attention: Adam Vexler, Secretary and
Corporate Counsel.
In addition to the Registration Statement and the Proxy Statement/Prospectus,
Polycom and the Company regularly file annual, quarterly and special reports,
proxy statements and other
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information with the Securities and Exchange Commission. You may read and
copy any reports, statements and other information filed by Polycom and the
Company at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the Commission's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the Commission at
800-SEC-0330 for further information on public reference rooms. Polycom's and
the Company's filings with the Commission are also available to the public
from commercial document-retrieval services and the web site maintained by
the Commission at http://www.sec.gov.
Sincerely,
Accord Networks Ltd.
