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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: 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:66690.1 22768-00022
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 23, 1997, shareholders of VTEL Corporation, a Delaware
corporation ("VTEL"), and Compression Labs, Incorporated, a Delaware corporation
("CLI"), approved the merger (the "Merger") of VTEL-Sub, Inc., a Delaware
corporation and direct wholly owned subsidiary of VTEL ("Merger Sub"), with and
into CLI, pursuant to an Agreement and Plan of Merger and Reorganization (the
"Merger Agreement"), with CLI becoming a direct wholly owned subsidiary of VTEL.
As a result of the Merger, (a) the outstanding shares of CLI's common stock, par
value $.001 per share ("CLI Common Stock"), were converted into the right to
receive 0.46 shares of common stock of VTEL, par value $.01 per share ("VTEL
Common Stock"), per share of CLI Common Stock converted (or cash in lieu of
fractional shares otherwise deliverable in respect thereof), and (b) the
outstanding shares of CLI Series C Preferred Stock, par value $.001 per share
("CLI Preferred Stock"), were converted into the right to receive 3.15 shares of
VTEL Common Stock, per share of CLI Preferred Stock converted (or cash in lieu
of fractional shares otherwise deliverable in respect thereof). Pursuant to the
Merger Agreement, T. Gary Trimm and Dr. Arthur G. Anderson, previously directors
of CLI, were added as directors of VTEL, bringing the size of the VTEL Board of
Directors to seven. The Merger Agreement received approval by holders of a
majority of the issued and outstanding shares of CLI Common Stock and a majority
of the votes cast by holders of VTEL Common Stock voted in favor of the Merger,
and the Merger received certain regulatory and governmental approvals.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
1. Press Release, dated May 27, 1997, relating to the
transactions between VTEL Corporation and Compression
Labs, Incorporated.
2. It is impracticable to provide the required financial
statements for the acquired business at the time of
this filing. This information will be filed within 60
days of the filing of this form.
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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: June 5, 1997
VTEL CORPORATION
By: /s/Rodney S. Bond
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Name: Rodney S. Bond
Title: Vice President-Finance
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Exhibit Sequentially
No. Exhibit Description Number Page
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99.1 Press Release, dated May 27, 1997, relating to transactions
between VTEL Corporation and Compression Labs,
Incorporated
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News Release Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Mark Hunt 512/437-2331
Director Investor Relations
VTEL Corporation
mark.hunt@vtel.com
Stockholders Approve VTEL/Compression Labs Merger
New Company raises the Bar and Changes the Rules of Videoconferencing
AUSTIN, Texas -- (May 27, 1997) -- VTEL Corporation (NASDAQ: VTEL) and
Compression Labs, Incorporated (CLI), announced today the approval of the merger
of the two Videoconferencing companies by each company's stockholders and the
completion of the merger. The new company retains the VTEL (R) name and its
headquarters in Austin, Texas and will employ more than 800 people. VTEL is
expected to have annualized revenue of nearly $200 million, making it one of the
larger players in the videoconferencing industry. The merger transaction was
consummated by an exchange of approximately 8.4 million shares of VTEL common
stock for CLI outstanding shares. The total number of outstanding VTEL shares is
now approximately 22.5 million.
"The new VTEL will raise the bar and change the rules in the
videoconferencing market," said Dick Moeller, VTEL chairman and CEO. "The new
VTEL focuses on an array of products and services that are customer centered,
easy to use, based on an open PC architecture. In addition, they are scalable,
cost-efficient, upgradeable, and that will be managed like any other node on the
corporate LAN/WAN. Our transaction teams, under the direction of Coopers &
Lybrand's specialty practices, are prepared to rapidly integrate the operation
of the two companies."
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Moeller, adds, "The combination clearly makes VTEL a much stronger
competitor. By increasing our installed base approximately 175% to 222,000
units, it positions VTEL as the number two global supplier of videoconferencing
systems and presents a substantive opportunity to increase service revenues as
well as updating the technology of that installed base. In addition, we will add
CLI technologies to our portfolio and will broaden our global sales force with
larger combined sales force and marketing teams. We look forward to the
opportunities and challenges before us and are extremely excited about the
potential to successfully integrate these two companies and continue to grow our
earnings, which we believe is essential to driving shareholder value over the
long term."
This release includes projections and other forward-looking statements
about the company's future revenues, earnings and other measures of economic
performance. Actual results could differ materially from forecasts due to
factors such as, for example, competitive pressures, changes in technology and
the difficulty of forecasting in overseas markets and indirect channels.
Additional information concerning risks that could cause actual results to
differ are contained in the company's annual report on Form 10K filed with the
SEC.
VTEL is a global leader in the design and manufacture of Smart
VideoconferencingTM systems. The new VTEL has installed systems in some of the
largest and most recognized organizations in the United States and around the
world, including: Microsoft Corp., Boeing, Nortel, BMW AG, Hewlett-Packard,
Deloitte & Touche, General Electric, VHA, Inc., Australia & New Zealand Banking
Group Ltd., the University of Notre Dame, the National Ministry of Posts and
Telecommunications in China and the U.S. Army T-Net.
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VTEL is a registered trademark of VTEL Corporation. Smart Videconferencing is a
trademark of VTEL Corporation.
VTEL Corporation, 108 Wild Basin Road, Austin, Texas 78746
512-314-2700, FAX: 512-314-2792
VTEL Website: www.vtel.com
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