SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 23, 1997
VTEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-20008 74-2415696
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
108 Wild Basin Road
Austin, Texas 78746
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 314-2700.
CORPDAL:67896.1 22768-00022
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VTEL Corporation ("VTEL") hereby amends the following item of its Current Report
on Form 8-K, dated May 23, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
1. Press Release, dated May 27, 1997, relating to the
transactions between VTEL Corporation and Compression
Labs, Incorporated (which is set forth as Exhibit
99.1 to VTEL's Current Report on Form 8-K, dated May
23, 1997).
2(a) Financial statements for Compression Labs,
Incorporated contained in the Joint Proxy
Statement/Prospectus forming a part of VTEL's
Registration Statement on Form S-4, File No.
333-25247, at the time such Registration Statement
became effective, are incorporated herein by
reference.
(b) The pro forma financial statements appearing in the
Joint Proxy Statement/Prospectus forming a part of
VTEL's Registration Statement on Form S-4, File No.
333-25247, at the time such Registration Statement
became effective, are incorporated herein by
reference.
3. Consent of KPMG Peat Marwick LLP
CORPDAL:67896.1 22768-00022
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SIGNATURE
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, thereunto duly authorized.
Dated: July 22, 1997
VTEL CORPORATION
By: /s/Rodney S. Bond
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Name: Rodney S. Bond
Title: Vice President-Finance
CORPDAL:67896.1 22768-00022
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Exhibit 3
Consent of Independent Auditors
The Board of Directors
VTEL Corporation:
We consent to the incorporation by reference in the report on Form 8-K/A of VTEL
Corporation of our report dated March 10,1997 with respect to the consolidated
financial statements of Compression Labs, Inc. as of December 31, 1996 and 1995,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December
31,1996, which report appears in the registration statement on Form S-4 (No.
333-25247) of VTEL Corporation
/s/KPMG PEAT MARWICK LLP
San Jose, California
July 16, 1997
CORPDAL:67896.1 22768-00022
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