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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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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) July 31, 1997
PICTURETEL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 1-9434 04-2835972
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer)
incorporation or organization) Identification No.)
100 MINUTEMAN ROAD, ANDOVER, MA. 01810
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number: 508-292-5000
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Item 5. Other Events
On July 22, 1997, pursuant to the Agreement and Plan of Merger dated as of
April 15, 1997, as amended, (so as amended, the "Agreement"), among the
Registrant, ML Acquisition Corp. and MultiLink, Inc. ("MultiLink"), Registrant
acquired MultiLink. MultiLink was acquired in exchange for 3,578,026 shares of
Registrant's Common Stock, of which 286,242 shares will be held in escrow. The
Registrant is accounting for the transaction as a pooling of interests.
A copy of Registrant's press release is filed as an exhibit hereto and
incorporated by reference herein. The execution of the Agreement was reported by
the Registrant on April 18, 1997.
Item 7. Exhibits:
1. Form of press release dated July 22, 1997.
2. Agreement and Plan of Merger (incorporated by reference to Exhibit 1
to Registrant's Form 8-K filed April 18, 1997).
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SIGNATURE
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Pursuant to 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.
PICTURETEL CORPORATION
Richard B. Goldman
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Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
July 31, 1997
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NEWS RELEASE Exhibit 1
Contact: Kevin Flanagan
PICTURETEL CORPORATION
(508) 292-5178
[email protected]
PICTURETEL CORPORATION COMPLETES ACQUISITION OF MULTILINK, INC.
ANDOVER, Mass. - JULY 22, 1997 -- PictureTel Corporation (NASDAQ: PCTL), the
world leader in videoconferencing, today announced the completion of its
acquisition of MultiLink, Inc.
Under terms of the merger agreement, each share of MultiLink common stock
was exchanged for 0.56 of a share of PictureTel Common Stock, resulting in the
issuance of an aggregate of 3,578,026 shares of PictureTel Common Stock to the
stockholders of MultiLink, of which 286,242 shares will be held in escrow. As a
result of the merger, the former MultiLink shareholders now own approximately 10
percent of PictureTel. PictureTel is accounting for the transaction as a pooling
of interests.
"With the completion of this transaction, PictureTel has added MultiLink's
innovative audio and video teleconferencing systems and multimedia call center
solutions to PictureTel's own industry-leading videoconferencing products and
services," said Bill Avery, vice president of PictureTel's Network Systems
Division. "This powerful combination will enable us to meet the needs of our
worldwide customers for the next-generation of conferencing solutions and will
accelerate PictureTel's entry into the intranet/Internet/LAN network space."
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PICTURETEL COMPLETES ACQUISITION OF MULTILINK, P. 2
ABOUT MULTILINK
Based in Andover, Mass., MultiLink, Inc., is a leading developer of
multipoint teleconferencing systems and multimedia call center solutions. The
company's products meet industry standards with a flexible design to accommodate
existing and emerging user requirements for multipoint audio, video and data
teleconferencing and automatic call distribution. MultiLink provides its
innovative solutions to the commercial, education, government and service
provider markets. Applications include business meetings, shareholder services,
public relations, project management, focus groups, teletraining, distance
learning and crisis management. MultiLink is an ISO-9001-compliant corporation.
ABOUT PICTURETEL
PictureTel Corporation is the world leader in developing, manufacturing and
marketing a full range of videoconferencing solutions. The company's systems
meet customers' videoconferencing needs from the desktop to the boardroom.
PictureTel also markets network conferencing products and a comprehensive
portfolio of enterprise-wide services. The company provides complete
videoconferencing solutions to customers in the distance learning, health care
and financial services market segments. Additional PictureTel information is
available on the Internet at www.picturetel.com. PictureTel videoconferencing
eliminates the barrier of distance, enabling people to be Anywhere Now(TM).
This release includes projections and other forward-looking statements about the
company's 1997 revenues, earnings, and other measures of economic performance.
Actual results could differ materially from forecasts due to factors such as,
for example, competitive pressures, changes in technology and the difficulty of
forecasting revenues, a majority of which occur late in a fiscal period.
Additional information concerning risks that could cause actual results to
differ are contained in the company's annual report on Form 10K and its
registration statement on Form S4 in connection with the MultiLink acquisition,
each as filed with the SEC.
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PictureTel is a registered trademark and Anywhere Now is a trademark of
PictureTel Corporation. MultiLink is a registered trademark of MultiLink, Inc.
