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Filed by Accord Networks Ltd.
pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Accord Networks Ltd.
Registration No. 000-30887
ACCORD NETWORKS LTD.
NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS
To the shareholders of Accord Networks Ltd.:
Notice is hereby given that an extraordinary meeting of shareholders
(the "Meeting") of Accord Networks Ltd., a company formed under the laws of
the State of Israel (the "Company"), will be held for the purpose of
approving, authorizing and ratifying the Agreement and Plan of Merger and
Reorganization (the "Agreement") dated as of December 5, 2000, among Polycom,
Inc., a Delaware corporation ("Polycom"), Aruba Merger Sub Ltd., a
corporation formed under the laws of the State of Israel and a wholly-owned
subsidiary of Polycom ("Merger Sub"), and the Company, and approving the
merger of Merger Sub with and into the Company as contemplated by the
Agreement (the "Merger").
In the proposed Merger, each outstanding Ordinary Share, par value NIS
0.01 per share, of the Company will be converted into 0.3065 shares (the
"Exchange Ratio") of Common Stock of Polycom, and each outstanding option and
warrant to acquire Ordinary Shares of Accord will be assumed by Polycom and
will be treated as an option or warrant to acquire that number of shares of
Polycom Common Stock equal to the product of the Exchange Ratio and the
number of Ordinary Shares subject to such option or warrant. Upon
consummation of the Merger, Merger Sub will merge with and into the Company,
and the Company will be the surviving corporation and a wholly-owned
subsidiary of Polycom.
The Meeting is initially scheduled to take place on February 22, 2001,
at 4:00 p.m., eastern standard time, at the principal offices of the Company
in the United States, which are located at 9040 Roswell Road, Suite 450,
Atlanta, Georgia, U.S.A. The time and place of the Meeting may be changed.
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 the proposed Merger. Investors
and security holders are urged to read the registration statement and the
proxy statement / prospectus carefully when they are available. The
registration statement and proxy statement / prospectus will contain
important information about Polycom, the Company, the Agreement, the proposed
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., c/o Accord Networks, Inc., 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 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.
This Notice of Extraordinary Meeting of Shareholders is being provided
to shareholders of Accord pursuant to the Israeli Companies Law 5759-1999. It
does not constitute a proxy statement, solicitation of proxies or notice of
meeting for purposes of the U.S. Securities Exchange Act of 1934, as amended,
or a prospectus or offer to sell securities for purposes of the U.S.
Securities Act of 1933, as amended.
This notice is being mailed to shareholders of record as of the close of
business on December 6, 2000. The shareholders who will be entitled to attend
and vote at the Meeting will be the shareholders of record at the close of
business on the date to be determined in the additional notice of meeting to
be mailed to shareholders before the Meeting.
Yours Sincerely,
/s/ Jules L. DeVigne
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Jules L. DeVigne,
Chief Executive Officer
