<PAGE> 1
As filed with the Securities and Exchange Commission on August 31, 1999
File No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
PICTURETEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2835972
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
100 Minutemen Road
Andover, Massachusetts 01810
(Address of Principal Executive Offices)
EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED THROUGH JUNE 17, 1999)
--------------------------
(Full Title of the Plan)
W. Robert Kellegrew, Esq.
General Counsel
PictureTel Corporation
100 Minutemen Road
Andover, Massachusetts 01810
(978) 292-5000
-------------------------------------------------------------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================== ================== ==================== ==================== ==============
Title Of Securities Amount Proposed Maximum Proposed Maximum Amount Of
To Be To Be Offering Price Per Aggregate Offering Registration
Registered Registered Share (1) Price (1) Fee
- --------------------- ------------------ -------------------- -------------------- --------------
Common Stock,
<S> <C> <C> <C> <C>
Par Value $.01 1,000,000 shares $ 5.625 $5,625,000 $1,563.75
===================== ================== ==================== ==================== ==============
</TABLE>
(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(h) ON THE BASIS OF THE HIGH AND LOW PRICES OF
PICTURETEL CORPORATION COMMON STOCK, PAR VALUE $.01, REPORTED ON THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. AUTOMATED QUOTATIONS
NATIONAL MARKET SYSTEM ON AUGUST 25, 1999.
EXHIBIT INDEX ON PAGE II-6
- --------------------------------------------------------------------------------
PAGE 1 OF 6 PAGES.
- --------------------------------------------------------------------------------
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
The PictureTel Corporation (the "Company" or "Registrant") hereby
incorporates by reference the contents of the Registrant's Registration
Statement on Form S-8, File number 33-81848. The purpose of this Registration
Statement is to register an additional 1,000,000 shares of the Company's Common
Stock for issuance under the Company's Employee Stock Purchase Plan.
Item 8. EXHIBITS.
Exhibit
4. Copy of the PictureTel Corporation's Employee Stock Purchase
Plan.
5. Opinion of Ropes & Gray.
23.1. Consent of Ropes & Gray (contained in the opinion filed as
Exhibit 5 to this Registration Statement).
23.2. Consent of PricewaterhouseCoopers LLP.
24. Power of Attorney (included in Part II of this Registration
Statement under the caption "Signatures").
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
II-1
<PAGE> 3
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offering therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as express in
the Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1934 and will be governed by the final adjudication of such
issue.
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Andover, The Commonwealth
of Massachusetts, on this 31st day of August, 1999.
PICTURETEL CORPORATION
By: /S/ Arthur L. Fatum
-------------------------------------
Name: Arthur L. Fatum
Title: Vice President and Chief Financial
Officer (Principal Financial Officer and
Principal Accounting Officer)
POWER OF ATTORNEY
Dated: August 31, 1999
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes W. Robert Kellegrew and Bruce R. Bond, and
each of them singly, his true and lawful attorneys, with full power to them, to
execute in the name and on behalf of such person in the capacities indicated
below any and all amendments (including any post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in this Registration
Statement as the Registrant deems appropriate, and hereby ratifies and confirms
his signature as it may be signed by said attorneys, or any of them, to any and
all such amendments.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
August 31, 1999
/S/ Bruce R. Bond Chairman of the Board,
- ---------------------------- President and Chief Executive
Bruce R. Bond Officer (Principal Executive
Officer)
August 31, 1999
/S/ Arthur L. Fatum Vice President and Chief
- ---------------------------- Financial Officer (Principal
Arthur L. Fatum Financial Officer and Principal
Accounting Officer)
August 31, 1999
/S/ Norman E. Gaut Director
- ----------------------------
Norman E. Gaut
August 31, 1999
/S/ David B. Levi Director
- ----------------------------
David B. Levi
August 31, 1999
/S/ Robert T. Knight Director
- ----------------------------
Robert T. Knight
Director
- ----------------------------
Enzo Torresi
II-3
<PAGE> 5
EXHIBIT INDEX
4. Copy of the PictureTel Corporation's Employee Stock Purchase Plan.
5. Opinion of Ropes & Gray.
23.1. Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to
this Registration Statement).
23.2. Consent of PricewaterhouseCoopers LLP.
24. Power of Attorney (included in Part II of this Registration Statement
under the caption "Signatures").
II-4
<PAGE> 1
Exhibit 4
PICTURETEL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
( AS AMENDED JUNE 17, 1999 )
1. PURPOSE
The PictureTel Corporation Employee Stock Purchase Plan (the "Plan") is
designed to encourage and assist employees of PictureTel Corporation (the
"Company") and such of the Company's Subsidiaries as the Company's Board of
Directors (the "Board") may from time to time designate to acquire an equity
interest in the Company through the purchase of shares of Common Stock, $.0l par
value, of the Company ("Common Stock"). For purposes of the Plan, "Subsidiary"
shall mean any corporation in which the Company owns, directly or indirectly,
stock possessing 50% or more of the total combined voting power of all classes
of stock.
It is intended that this Plan shall constitute an "employee stock
purchase plan" within the meaning of Section 423 of the Internal Revenue Code of
1986 (the "Code").
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a committee (the "Committee") of the
Board designated by the Board for that purpose. Unless and until a Committee is
appointed, the Plan shall be administered by the Board, in which case all
references herein to the "Committee" shall be deemed to be references to the
"Board". The Committee shall supervise the administration and enforcement of the
Plan according to its terms and provisions and shall have all powers necessary
to accomplish these purposes and discharge its duties hereunder including,
without limitation, the power to (i) employ and compensate agents of the
Committee for the purpose of administering the accounts of participating
employees, (ii) construe or interpret the Plan, (iii) determine all questions of
eligibility and (iv) compute the amount and determine the manner and time of
payment of all benefits according to the Plan hereunder. The Committee's
determinations hereunder shall be final and binding.
3. NATURE AND NUMBER OF SHARES TO BE DELIVERED
The Common Stock subject to issuance under the terms of the Plan shall
be authorized but unissued shares or previously issued shares reacquired and
held by the Company. The aggregate number of shares which may be delivered under
the Plan shall not exceed 2,000,000 shares of Common Stock.
In the event of any reorganization, recapitalization, stock split,
reverse stock split, stock dividend, combination of shares, merger,
consolidation, or other similar change in the capital structure of the Company,
the Committee may make such adjustment, if any, as it deems appropriate in the
number, kind and purchase price of the shares available for purchase under the
Plan and in the maximum number of shares which may be issued under the Plan,
subject to the approval of the Board.
4. ELIGIBILITY REQUIREMENTS
Each individual employed by the Company or any Subsidiary, except those
employees described in the next following paragraph, shall be eligible to
participate in the Plan in accordance with Section 5 ("Eligible Employee").
The following persons are not eligible to participate in the Plan:
<PAGE> 2
(i) Persons who, immediately upon enrollment in the Plan, own
directly or indirectly, or hold options or rights to acquire, an
aggregate of 5% or more of the total combined voting power or value of
all outstanding shares of all classes of the PictureTel or any
Subsidiary;
(ii) Persons who are customarily employed by the Company 20 hours
or less per week or for not more than five months in any calendar year;
(iii)Persons who have not completed at least 6 months of service
with the Company as of an Enrollment Date; and
(iv) Persons who are employed by a Subsidiary as to which the Board
does not take action within ninety (90) days after such corporation
becomes a Subsidiary to include such corporation and its employees from
participation herein.
5. METHOD OF PARTICIPATION
Each person who will be an Eligible Employee on the first day of an
Option Period may elect to participate in the Plan by executing and delivering a
payroll deduction authorization in accordance with Section 6.1. Upon such
election, Eligible Employee will be deemed to be a participant ("Participant")
on the first day of such Option Period and will remain a Participant until his
or her participation is terminated as provided in the Plan. For purposes of the
Plan, an "Option Period" is any of the six month periods beginning September 1,
1994 or any March 1 or September 1 thereafter.
6. ENROLLMENT AND WITHDRAWAL
6.1 Enrollment. Each Eligible Employee may enroll or re-enroll in the
Plan, as the case may be, as of the first day of any Option Period after the
employee first becomes eligible to participate (the "Enrollment Date"). To
enroll or re-enroll, an Eligible Employee must complete and sign an enrollment
form and submit it to the Corporate Human Resources Department of the Company at
least fifteen (15) days prior to the Enrollment Date with respect to which the
election is effective. Participation in the Plan is voluntary.
6.2 Withdrawal. Any Participant may cancel all (but not less than all)
of his or her Options at any time prior to the exercise thereof by notifying the
Corporate Human Resources Department of the Company in writing at any time prior
to the Purchase Date (as such term is defined in Section 9 herein), except that
such notification will be effective no later than the close of the first
complete pay period following receipt by the Corporate Human Resources
Department (or such other period established in writing by the Corporate Human
Resources Department). It shall be the responsibility of the Participant to
ensure that any such notification is actually received by the Corporate Human
Resources Department. Upon the effective date of any such cancellation, the
entire amount credited, to the Participant's account in accordance with Section
7 will be returned to the Participant. Any Participant who cancels an Option may
at any time thereafter may become a Participant with respect to future Option
Periods, in accordance with Section 6.1.
7. METHOD OF PAYMENT
7.1 Payroll Withholding. Payment for shares is to be made in
installments through payroll deductions over the Option Period, with the first
such deduction commencing with the first payroll period ending after the
Enrollment Date.
Subject to the limits in Section 8, each Participant may authorize
withholding in each pay period in an amount not less than one percent (1%) and
not more than ten percent (10%) of his or her Compensation by means of
substantially equal payroll deductions over the Option Period; provided that the
Committee may from time to time before an Enrollment Date establish limits other
than those herein
<PAGE> 3
described for all purchases to occur during the relevant Option Period. For
purposes of the Plan, "Compensation" will mean all base compensation paid to the
Participant by the Company including any amounts deferred under Code 401(1) or
Code S 125.
A Participant may increase or decrease the rate of withholding
effective as of the first day of any future Option Period by giving fifteen (15)
days, prior written notice to the Corporate Human Resources Department of the
Company. A Participant may terminate his or her payroll deduction authorization
as of any date, before the Purchase Date by notifying the Corporate Human
Resources Department of the Company in writing, and such Participant will
thereby cease to participate in the Plan as of that date and will be deemed to
have canceled his or her Option pursuant to Section 6.2.
7.2 Accounts. All amounts withheld under Section 7.1 in accordance with
a Participant's payroll deduction authorization will be credited to an account
for such Participant. No interest will be paid on amounts credited to a
Participant's account.
7.3 Limit on Purchase. In no event shall the rights of any Participant
to purchase shares (under this Plan and under any other stock purchase plans of
the Company or any Subsidiary) accrue at a rate which exceeds $25,000 of fair
market value of such shares (determined as of the applicable Grant Date, as
defined in Section 9) for any calendar year.
8. GRANT OF RIGHT TO PURCHASE SHARES
Each person who is a Participant on the first day of an Option Period
will be granted an option for such Period for the purchase of the number of
whole shares of Common Stock to be determined by dividing (i) the balance in the
Participant's withholding account on the last day of the Option Period, by (ii)
the purchase price per share of the Common Stock determined under Section 9. The
Grant Date and the Purchase Date (as such terms are defined in Section 9) shall
constitute the date of grant and the date of exercise, respectively, for
purposes of Section 423 of the Code.
9. PURCHASE OF SHARES
Each Eligible Employee who is a Participant in the Plan on the last
trading day of an Option Period will be deemed to have exercised on that day the
Option granted to him or her for that Option Period. Upon exercise, the amounts
then credited to the Participant's account will be applied to the purchase of
whole shares of Common Stock determined in accordance with Section 8,and as soon
as practicable thereafter certificates for such shares will be issued and
delivered to the Participant in accordance with the choice made on the
Participant's enrollment form. Fractional shares will not be issued. The cost to
the Participant for the shares purchased shall be 85% of the lower of the fair
market value of Common Stock on the first trading day of the respective Option
Period (the "Grant Date"), or the fair market value of Common Stock on the last
trading day of the respective Option Period (the "Purchase Date").
Fair market value on any date shall mean the average of the high and
low sale prices (or the bid and asked prices if no sales are reported) with
respect to the Common Stock for that date, as reported by the principal exchange
on which the Common Stock is traded or by the National Association of Securities
Dealers, Inc. Automated Quotations System or such other similar system then in
use; or, if on any such date the Common Stock is not quoted by any such
organization, the average of the closing bid and asked prices with respect to
the Common Stock, as furnished by a professional market maker making a market in
the Common Stock selected by the Board and if not available, the fair market
value of the Common Stock as of such day as determined in good faith by the
Board. A good faith determination by the Board of Directors as to fair market
value shall be final and binding.
<PAGE> 4
The balance of the Participant's withholding account, if any, following
exercise shall be returned to the Participant; PROVIDED, HOWEVER, that if the
balance left in the account consists solely of an amount equal to the value of a
fractional share, such fractional-share amount will be retained in the
withholding account and carried over to the next Option Period. The entire
balance of the Participant's-withholding account following the final Option
Period shall be returned to the Participant.
10. TERMINATION OF EMPLOYMENT
Subject to Section 11, upon termination of a Participant's employment
with the Company or any Subsidiary for any reason, the individual will (a) cease
to be a Participant, (b) forfeit any Option held under the Plan (and all such
options will be deemed canceled), (c) be entitled to a return of the balance of
his or her withholding account, without interest, and (d) have no further rights
under the Plan.
11. DEATH OF A PARTICIPANT
A Participant may file a written designation of beneficiary on the
Participant's enrollment form, specifying who is to receive any Common Stock
and/or cash credited to the Participant under the Plan in the event of the
Participant's death, which designation will also provide for the election by the
Participant of either (i) cancellation of the Participant's Option upon his or
her death, as provided in Section 6.2 or (ii) application as of the last day of
the Option Period of the balance of the deceased Participant's withholding
account at the time of death to the exercise of his or her Option, pursuant to
Section 9 of the Plan. In the absence of a valid election otherwise, the death
of a Participant will be deemed to effect a cancellation of his or her Option. A
designation of beneficiary and election may be changed by the Participant at any
time, by written notice to the Company.
In the event of the death of a Participant and receipt by the Company
of proof of the identity and existence at the Participant's death of a
beneficiary validly designated by him or her under the Plan, the Company will
deliver to such beneficiary any Common Stock and/or cash to which the
beneficiary is entitled under the Plan. In the event of the death of a
Participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such Participant's death, the Company will
deliver such Common Stock and/or cash to the executor or administrator of the
estate of the Participant, if the Company is able to identify such executor or
administrator. If the Company is unable to identify such administrator or
executor, the Company, in its discretion, may deliver such stock and/or cash to
the spouse or to any one or more dependents of a Participant as the Company may
determine. No beneficiary will, prior to the death of the Participant by whom he
has been designated, acquire any interest in any Common Stock or cash credited
to the Participant under the Plan.
12. ASSIGNMENT
The rights of a Participant under the Plan may not be sold, pledged,
assigned or transferred in any manner. If this provision is violated, the
Participant's election to purchase Common Stock shall terminate and the only
obligation of the Company remaining under the Plan will be to pay to the person
entitled thereto the amount then credited to his or her account. No Participant
may create a lien on any funds, securities, rights or other property held for
the account of the Participant under the Plan, except to the extent that there
has been a designation of beneficiaries in accordance with the Plan. A
Participant's right to purchase shares under the Plan shall be exercisable
during the Participant's lifetime only by the Participant.
13. COSTS
All costs and expenses incurred in administering this Plan shall be
paid by the Company.
<PAGE> 5
14. REPORTS
Annually, the Company shall provide or cause to be provided to each
Participant a report of his or her contributions and the shares of Common Stock
purchased with such contributions by that Participant on each Purchase Date.
15. EQUAL RIGHTS AND PRIVILEGES
All eligible Employees shall have equal rights and privileges with
respect to the Plan so that the Plan qualifies as an "employee stock purchase
plan" within the meaning of Section 423 or any successor provisions of the Code
and related regulations. Any provision of the Plan which is inconsistent with
Section 423 or any successor provision of the Code shall without further act or
amendment by the Company be reformed to comply with the requirements of Section
423. This Section 15 shall take precedence over all other provisions in the
Plan.
16. RIGHTS AS STOCKHOLDER
A Participant will have no rights as a stockholder under the election
to purchase until he becomes a stockholder as herein provided. A Participant
will become a stockholder with respect to shares for which payment has been
completed as provided in Section 9 at the close of business on the last business
day of the option Period.
17. MODIFICATION AND TERMINATION
The Board may terminate the Plan at any time, provided however, THE
PLAN WILL IN ANY EVENT AUTOMATICALLY TERMINATE ON APRIL 15, 2004. The Board may
amend the Plan at any time for any purpose permitted by law, PROVIDED that no
amendment shall be effective unless within one year after it is adopted by the
Board it is approved by the holders of a majority of the outstanding shares
present and entitled to vote on the matter, if such amendment would:
(i) increase the number of shares reserved for purchase under
the Plan;
(ii) change the designation of corporations whose employees
may be offered rights to purchase shares under the Plan; provided, that
a corporation's becoming or ceasing to be a Subsidiary, or the exercise
by the Committee of its discretion under Section 4(iv), shall not be
deemed a change in designation under this paragraph ;
(iii) materially increase the benefits to Participants;
(iv) materially modify the requirements for participation; or
(v) cause the rights previously granted under the Plan to
purchase shares of Common Stock to fail to meet the requirements of
Section 423 of the Code.
In the event the Plan is terminated, the Committee may elect to
terminate all outstanding rights to purchase shares under the Plan either
immediately or upon completion of the purchase of shares on the next Purchase
Date, unless the Committee has determined that the right to make all such
purchases shall expire on some other designated date occurring prior to the next
Purchase Date. If the rights to purchase shares under the Plan are terminated
prior to expiration, all funds contributed to the Plan that have not been used
to purchase shares shall be returned to the Participants.
If at any time the shares authorized for purchase under the Plan are
exceeded, purchases shall be reduced proportionately to eliminate the excess.
<PAGE> 6
18. BOARD AND SHAREHOLDER APPROVAL; EFFECTIVE DATE
This Plan was adopted by the Board on April 15, 1994 and shall be
effective as of April 15, 1994, subject to approval by the shareholders.
19. OTHER PROVISIONS
The agreements to purchase shares of Common Stock under the Plan may
contain such other provisions as the Committee shall deem advisable, provided
that no such provision shall in any way be in conflict with the terms of the
Plan.
20. EMPLOYMENT RIGHTS
Nothing contained in the provisions of the Plan shall be construed to
give to any individual the right to be retained in the employ of the Company or
any Subsidiary or to interfere with the right of the Company or any Subsidiary
to discharge any employee at any time.
<PAGE> 1
Exhibit 5
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
FAX: (617) 951-7050
ONE FRANKLIN SQUARE
1301 K STREET, N.W.
30 KENNEDY PLAZA SUITE 800 EAST
PROVIDENCE, RI 02903-2358 WASHINGTON, DC 20005-3333
(401) 455-4400 (202) 626-3900
FAX: (401) 455-4401 FAX: (202) 626-3961
August 31, 1999
Picturetel Corporation
100 Minutemen Road
Andover, MA 01810
Ladies and Gentlemen:
This opinion is being furnished to you in connection with a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, for the registration of 1,000,000 shares of
Common Stock, $0.01 par value per share (the "Shares"), of PictureTel
Corporation, a Delaware corporation (the "Company").
We have acted as counsel to the Company and are familiar with the
actions taken by the Company in connection with the Company's Employee Stock
Purchase Plan (the "Plan"). For purposes of this opinion we have examined the
Plan and such other documents as we deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and when the Shares have been issued and sold and
consideration received therefor by the Company in accordance with the terms of
the Plan and the votes of the Board of Directors of the Company, they will be
validly issued, fully paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ Ropes & Gray
Ropes & Gray
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders of
PictureTel Corporation, which is incorporated by reference in PictureTel
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.
We also consent to the incorporation by reference of our report dated February
12, 1999 relating to the financial statement schedule, which appears in such
Annual Report on Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
August 31, 1999
