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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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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 24, 2000
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PICTURETEL CORPORATION
(Exact name of Registrant as specified in charter)
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<CAPTION>
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DELAWARE I-9434 04-2835972
(State or other jurisdiction of (Commission File Number) (I.R.S. employer
incorporation) identification No.)
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100 Minuteman Rd., Andover, MA, 01810
(Address of Principal Executive Offices) (Zip Code)
(978) 292-5000
Registrant's Telephone number including area code
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ITEM 5. OTHER EVENTS.
1. CLOSING OF $21.8 MILLION EQUITY FINANCING. On July 24, 2000, Intel
Corporation, the State of Wisconsin Investment Board, Halpern Denny Fund II,
L.P., and twelve directors and senior managers of PictureTel (the "Investors")
invested $21.8 million in Series B Preference Shares of PictureTel, in
connection with a closing held under the previously announced Stock Purchase and
Investors Rights Agreement, dated July 13, 2000, among PictureTel and the
Investors (the "Agreement"). The Investors purchased an aggregate of 8,738,000
shares at a cash purchase price of $2.50 per share, less a small amount
allocated to the purchase of specified small minority investments in 1414c,
Inc., a PictureTel subsidiary formed earlier this year to develop Internet-based
communication products and services such as multi-point videoconferencing and
voice-over-IP).
2. AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT. On March 25, 1992, the
Board of Directors (the "Board") of PictureTel Corporation (the "Company")
declared a dividend of one purchase right (a "Right") for every outstanding
share of the Company's common stock, par value $.01 per share, (the "Common
Stock"). The terms of the Rights are set forth in a Rights Agreement (as amended
to the date hereof, the "Rights Agreement") between the Company and Fleet
National Bank (formerly known as Bank Boston, N.A., formerly known as The First
National Bank of Boston) as Rights Agent (the "Rights Agent").
In connection with the above described $21.8 million equity financing,
on July 11, 2000, the Board of Directors of the Company approved Amendment No. 2
to the Rights Agreement between the Company and Fleet National Bank ("Second
Amendment"), a copy of which is filed herewith as an exhibit and incorporated
herein by reference. The Second Amendment provides that Intel Corporation
("Intel") will not be considered an "Acquiring Person" under the Rights
Agreement so long as Intel and its affiliates and associates do not become the
beneficial owner of greater than that number of shares of Common Stock of the
Company equal to the sum of: (A) the number of shares of Common Stock issuable
upon conversion of the Series A Preferred Stock of the Company purchased by
Intel in connection with that certain Stock Purchase and Investors Rights
Agreement, dated as of January 18, 1999 ("1999 Stock Agreement"), by and among
the Company and Intel; plus (B) the number of shares of Common Stock issuable
upon conversion of the Series B Preference Stock of the Company ("Series B
Stock") purchased by Intel in connection with a Stock Purchase and Investors
Rights Agreement, dated as of July 13, 2000 ("2000 Stock Agreement"), by and
among the Company, Intel, the State of Wisconsin Investment Board ("SWIB"),
Halpern Denny Fund II, L.P., and certain other investors; plus (C) the number of
additional shares of Common Stock which may be purchased by Intel pursuant to
certain provisions of the 1999 Stock Agreement and the 2000 Stock Agreement,
each such number of shares as adjusted for stock splits.
The Second Amendment also provides that SWIB will not be considered an
Acquiring Person
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under the Rights Agreement so long as SWIB and its affiliates and associates do
not become the beneficial owner of greater than that number of shares of Common
Stock equal to the sum of: (A) 3,616,900 shares of Common Stock, plus (B) the
number of shares of Common Stock issuable upon conversion of the Series B Stock
purchased by SWIB in connection with the 2000 Stock Agreement; PLUS (C) such
number of additional shares of Common Stock which may be purchased by SWIB and
which, when added to the number of shares of Common Stock in clauses (A) and (B)
hereunder, shall result in the beneficial ownership at the time of less than 20%
of the Common Stock; plus (D) the number of additional shares of Common Stock
which may be purchased by SWIB pursuant to certain other provisions of the 2000
Stock Agreement, each such number of shares as adjusted for stock splits;
provided, however, that at no time will SWIB and its affiliates and associates
become the beneficial owner of 20% or more of Common Stock of the Company.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) EXHIBITS
EXHIBIT NUMBER TITLE
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1 Stock Purchase and Investors
Rights Agreement, dated as of
July 13, 2000, among the
Company, Intel Corporation, the
State of Wisconsin Investment
Board and certain investors
listed on Schedule I thereto,
as amended by Amendment No. 1
dated July 24, 2000.
2 Certificate of Designation of the Series
B Preference Stock.
3 Press Release dated July 25, 2000.
4 Amendment No. 2 to the Rights Agreement,
dated July 24, 2000, between the Company
and Fleet National Bank, c/o EquiServe,
as Rights Agent.
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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.
PICTURETEL CORPORATION
/s/ Ralph Takala
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Ralph Takala
Chief Financial Officer
Date: July 31, 2000
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