SECOND PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated May 4, 1999) Registration No. 333-77729
1,149,000 SHARES
VTEL CORPORATION
COMMON STOCK
$.01 PAR VALUE
-----------------------------
This second prospectus supplement supplements and amends the prospectus
dated May 4, 1999, relating to 1,149,000 shares of our common stock, that may be
offered and sold from time to time by certain of our stockholders.
Our common stock is traded on the Nasdaq National Market under the
symbol "VTEL." On January 26, 2000, the closing price for our common stock on
the Nasdaq National Market was $4.75.
We will receive none of the proceeds from the sale of the common stock
offered by the selling stockholders. We will pay for expenses of preparing and
filing the registration statement, the prospectus, this second prospectus
supplement and all other prospectus supplements. The selling stockholders will
pay all selling and other expenses that they incur.
The prospectus, together with this second 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 of common stock.
All references in the prospectus to "this prospectus" are hereby amended to read
"this prospectus (as supplemented and amended)".
YOU SHOULD READ THE PROSPECTUS AND THIS PROSPECTUS SUPPLEMENT CAREFULLY
BEFORE YOU INVEST, INCLUDING THE RISK FACTORS WHICH BEGIN ON PAGE 2 OF THE
PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 27, 2000.
<PAGE>
The prospectus is hereby amended to modify the table located in the
section of the prospectus entitled "Plan of Distribution; Selling Stockholder"
to delete the reference to Vosaic Company, LLC and, in lieu thereof, add the
following information:
The table below sets forth information as of January 27, 2000
concerning beneficial ownership of the shares of the selling stockholders
therein listed. All information concerning beneficial ownership has been
furnished by the selling stockholders.
<TABLE>
<CAPTION>
Number of Shares of Common Stock
Common Stock Number of Shares Beneficially Owned
Beneficially Owned of Common Stock After Offering(1)
SELLING STOCKHOLDER Prior to Offering Offered Number
------------------- ------------------- ---------------- ------------------
Percent
-------
<S> <C> <C> <C> <C>
Vosaic Company, LLC(2) 351,610 351,610 -- --
Stuart Johnstone 206,980 206,980 -- --
Charles G. Colby, Jr. 210,593 210,593 -- --
Pacific Advisors, Inc. 34,607 34,607 -- --
Roy Campbell 41,174 41,174 -- --
See-Mong Tan 25,083 25,083 -- --
Zhigang Chen 27,842 27,842 -- --
Dong Xie 2,204 2,204 -- --
Miguel Valdez 2,015 2,015 -- --
Dave Raila 1,694 1,694 -- --
Fabio Kon 435 435 -- --
Matt Younkle 320 320 -- --
Chuck Thompson 93 93 -- --
Erik Simon 252 252 -- --
Doug Jones 64 64 -- --
Willy Liao 64 64 -- --
Martin Bargon 28 28 -- --
Tim Offenstein 28 28 -- --
Kent Johnson 1,225 1,225 -- --
Irwin Smith 1,225 1,225 -- --
Dan Grigsby 7,500 7,500 -- --
<PAGE>
Digital Video Communications, Inc. 230,801 203,801 -- --
Mike Riedel 1,000 1,000 -- --
James Wong 2,163 2,163 -- --
<FN>
- --------------------
(1) Assumes that all shares of common stock offered hereby by the selling
stockholders are actually sold.
(2) The address of Vosaic is 2320 Grand Canal Venice, California 90291.
The selling stockholders have not, nor within the past three years have the
selling stockholders had, any position, office or other material relationship
with us or any of our predecessors or affiliates, except that See Mong-Tan,
Zhigang Chen, Miguel Valdez and Jim Wong have become employees of VTEL.
The shares of common stock beneficially owned by the selling
stockholders, together with the underlying registration rights, were acquired in
a private transaction from Vosaic. Additional selling stockholders or other
information concerning the above listed selling stockholders may be set forth
from time to time in additional prospectus supplements.
</FN>
</TABLE>
