FIRST PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated September 12, 1997) Registration No. 333-35161
2,879,829 Shares
VTEL CORPORATION
Common Stock
-----------------------------
This First Prospectus Supplement supplements and amends the Prospectus
dated September 12, 1997, (the "Prospectus") relating to 2,879,829 shares (the
"Shares") of common stock, $.01 par value per share (the "Common Stock") of VTEL
CORPORATION, a Delaware corporation (the "Company" or "VTEL"), that may be
offered and sold from time to time by certain stockholders of the Company (the
"Selling Stockholders"). All capitalized terms used but not otherwise defined in
this First Prospectus Supplement shall have the meanings ascribed thereto in the
Prospectus.
The Common Stock is traded on the Nasdaq National Market under the symbol
"VTEL." On January 12, 1998, the closing price for the Common Stock on the
Nasdaq National Market was $6-5/16.
The Company will receive none of the proceeds from the sale of the Common
Stock offered hereby by the Selling Stockholders other than minimal proceeds
upon the exercise of the Warrants. Expenses of preparing and filing the
Registration Statement, the Prospectus, this First Prospectus Supplement and all
other prospectus supplements are borne by the Company. All selling and other
expenses incurred by the Selling Stockholders will be borne by the Selling
Stockholders.
The Prospectus, together with this First Prospectus Supplement, constitutes
the prospectus required to be delivered by Section 5(b) of the Securities Act
with respect to offers and sales of the Shares. All references in the Prospectus
to "this Prospectus" are hereby amended to read "this Prospectus (as
supplemented and amended)".
For a discussion of certain risks of an investment in the Shares, see "Risk
Factors" beginning on page 6 of the Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------
The date of this Prospectus Supplement is January 13, 1998.
<PAGE>
The Prospectus is hereby amended to modify the table located in the section
of the Prospectus entitled "Plan of Distribution; Selling Stockholders" to
delete the reference to Seacrest Capital Limited and, in lieu thereof, add the
following information concerning Summit Capital Limited:
The table below sets forth information as of January 12, 1998 concerning
beneficial ownership of the Shares of the Selling Stockholder therein listed.
All information concerning beneficial ownership has been furnished by the
Selling Stockholder.
Number of Shares of Common Stock
Common Stock Number of Shares Beneficially Owned
Beneficially Owned of Common Stock After Offering(2)
Selling Stockholder Prior to Offering(1) Offered Number Percent
- ------------------- -------------------- ---------------- ------------------
Summit Capital
Limited(3) 263,387 263,387 -- --
- --------------------
(1) Unless otherwise indicated, to the knowledge of the Company, Summit Capital
Limited ("Summit") has sole voting and sole investment power with respect
to all shares of Common Stock beneficially owned. Represents those shares
of Common Stock held by Summit together with those shares that Summit has
the right to acquire upon exercise of warrants or otherwise within 60 days.
(2) Assumes that all shares of Common Stock offered hereby by Summit are
actually sold. Such presentation is based on 23,010,019 shares of Common
Stock outstanding as of December 1, 1997.
(3) Includes 27,107 shares purchasable pursuant to outstanding warrants. The
address of Summit is 38 Hertford Street, London, England W1Y7TG.
Except as set forth above or in the Prospectus, Summit does not currently have,
nor within the past three years has it had, any position, office or other
material relationship with the Company or any of its predecessors or affiliates.
The shares of Common Stock beneficially owned by Summit, together with the
underlying registration rights, were acquired in a private transaction from
Seacrest Capital Limited. Additional Selling Stockholders or other information
concerning the above listed Selling Stockholder may be set forth from time to
time in additional prospectus supplements.
Jenkens & Gilchrist
A P R O F E S S I O N A L C O R P O R A T I O N
FOUNTAIN PLACE AUSTIN, TEXAS
1445 ROSS AVENUE, SUITE 3200 (512) 499-3800
DALLAS, TEXAS 75202
HOUSTON, TEXAS
(214) 855-4500 (713) 951-3300
TELECOPIER (214) 855-4300
LOS ANGELES, CALIFORNIA
WRITER'S DIRECT DIAL NUMBER (310) 820-8800
L. Steven Leshin
(214) 855-4364 SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
(202) 326-1500
January 13, 1998
Securities and Exchange Commission
450 Fifth Street, N. W.
Judiciary Plaza
Washington, D.C.
Re: VTEL Corporation - Registration Statement on Form S-3
(File No. 333-35161)
Gentlemen:
Pursuant to Regulation S-T, enclosed for filing on behalf of VTEL
Corporation is a First Prospectus Supplement relating to the Prospectus
contained in above-referenced Registration Statement, which filing is made in
accordance with the Commission's Rule 424(b)(3).
Sincerely,
/s/ Steven Leshin
-----------------------------------
L. Steven Leshin
cc: Rodney S. Bond (w/encl.)
J. David Washburn (w/encl.)
CORPDAL:96676.1 22768-00001
