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As filed with the Securities and Exchange Commission on March 30, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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VTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-2415696
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
108 Wild Basin Road
Austin, Texas 78746
(Address of principal executive offices, including zip code)
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VTEL CORPORATION 1992 DIRECTOR STOCK OPTION PLAN
AND
VTEL CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
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RODNEY S. BOND
Chief Financial Officer
VTEL CORPORATION
108 Wild Basin Road
Austin, Texas 78746
(Name and address of agent for service)
(512) 437-2702
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of Amount to maximum aggregate Amount of
securities to be registered offering price offering registration
be registered (1) per share (2)(3) price (2)(3) fee (3)
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Common Stock,
par value $.01
per share 550,000 $6.375 $3,317,759.85 $979
share
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(1) Consists of 500,000 shares and 50,000 shares of common stock (and associated
preferred stock purchase rights) reserved for issuance to employees and
directors of VTEL Corporation (the "Corporation") pursuant to (i) the VTEL
Corporation Employee Stock Purchase Plan; and (ii) the VTEL Corporation 1992
Director Stock Option Plan, respectively (collectively, the "Plans"). In
addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of additional shares
of the Corporation's Common Stock (the "Common Stock") issuable pursuant to the
exercise of options and/or awards granted or to be granted under the Plans to
prevent dilution that may result from any future stock splits, stock dividends
or similar transactions affecting the Common Stock.
(2) Estimated solely for the purpose of computing the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of common stock offered hereunder pursuant to the Plans is based upon (i)
548,335 shares of Common Stock reserved for issuance under the Plans, but not
subject to outstanding stock options issued under the Plans, at a price of
$6.03125, which is the average of the highest and lowest price per share of
Common Stock on the NASDAQ National Market System on March 26, 1998; and (ii)
1,665 shares of Common Stock reserved for issuance and subject to stock options
already granted under the Company's 1992 Director Stock Option Plan at an
exercise price of $6.375 per share.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Corporation hereby incorporates by reference the two separate
Registration Statements on Form S-8 relating to the VTEL Corporation Employee
Stock Purchase Plan, Registration Numbers 33-65464 and 33-95754, and the
Registration Statement on Form S-8 relating to the VTEL Corporation 1992
Director Stock Option Plan (f/k/a the VideoTelecom Corp. 1992 Director Stock
Option Plan), Registration Number 33-65472.
Item 8. Exhibits
Each of the following exhibits is filed herewith:
5.1 - Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 - Consent of Price Waterhouse LLP
23.2 - Consent of KPMG Peat Marwick LLP
23.3 - Consent of Jenkens & Gilchrist, a Professional Corporation
(included in their opinion filed as exhibit 5.1 hereto)
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*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, Texas, on March 30, 1998.
VTEL CORPORATION
By: /s/ F.H. (Dick) Moeller
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F.H. (Dick) Moeller
Chief Executive Officer and Chairman of
the Board of Directors (Principal
Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each individual whose signature appears
below hereby constitutes and appoints F.H. (Dick) Moeller and Rodney S. Bond and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the SEC, granting unto each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates included:
Signature Capacity Date
/s/ F.H. (Dick) Moeller Chief Executive Officer and Chairman March 30, 1998
- -------------------------- of the Board of Directors (Principal
F.H. (Dick) Moeller Executive Officer)
/s/ Rodney S. Bond Chief Financial Officer, Vice March 30, 1998
- -------------------------- President-Finance, Treasurer and
Rodney S. Bond Secretary (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Jerry S. Bensen, Jr. Director March 30, 1998
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Jerry S. Bensen, Jr.
/s/ Eric L. Jones Director March 30, 1998
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Eric L. Jones
Director March 30, 1998
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Gordon H. Mathews
/s/ Max D. Hopper Director March 30, 1998
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Max D. Hopper
/s/ T. Gary Trimm Director March 30, 1998
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T. Gary Trimm
/s/ Dr. Arthur G. Anderson Director March 30, 1998
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Dr. Arthur G. Anderson
/s/ Richard Snyder Director March 30, 1998
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Richard Snyder
INDEX TO EXHIBITS
Exhibit Description of Exhibit
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5.1 - Opinion of Jenkens & Gilchrist, a Professional Corporation.
23.1 - Consent of Price Waterhouse LLP.
23.2 - Consent of KPMG Peat Marwick, LLP.
23.3 - Consent of Jenkens & Gilchrist, a Professional Corporation
(included in their opinion filed as exhibit 5.1 hereto).
EXHIBIT 5.1
March 30, 1998
VTEL Corporation
108 Wild Basin Road
Austin, Texas 78746
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to VTEL Corporation, a Delaware corporation (the
"Corporation"), in connection with the preparation of the Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission on March 30, 1998, under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 550,000 shares of the $.01 par value
common stock (the "Common Stock") of the Corporation that may be offered through
the VTEL Corporation Employee Stock Purchase Plan (the "Purchase Plan") and the
VTEL Corporation 1992 Director Stock Option Plan (f/k/a/ the VideoTelecom Corp.
1992 Director Stock Option Plan) (the "Director Plan," and together with the
Purchase Plan, the "Plans").
You have requested the opinion of this firm with respect to certain legal
aspects of the proposed offering. In connection therewith, we have examined and
relied upon the original, or copies identified to our satisfaction, of (1) the
Certificate of Incorporation and the Bylaws of the Corporation, as amended; (2)
minutes and records of the corporate proceedings of the Corporation with respect
to the establishment of the Plans, the reservation of 550,000 shares of Common
Stock to be issued under the Plans and to which the Registration Statement
relates, the issuance of shares of Common Stock pursuant to the Plans and
related matters; (3) the Registration Statement and exhibits thereto, including
the Plans; and (4) such other documents and instruments as we have deemed
necessary for the expression of the opinions herein contained. In making the
foregoing examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Certificate of Incorporation, the Bylaws,
minutes, records, resolutions and other documents or writings of the
Corporation, we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Corporation and
upon documents, records and instruments furnished to us by the Corporation,
without independent check or verification of their accuracy.
VTEL Corporation
March 30, 1998
Page 2
Based upon our examination and consideration of, and reliance on, the
documents and other matters described above, we are of the opinion that the
Corporation presently has available at least 550,000 shares of authorized but
unissued shares of Common Stock and/or treasury shares of Common Stock. From
these shares of Common Stock, the shares of Common Stock proposed to be sold
through the Plans may be issued. Assuming that: (i) shares to be sold in the
future through the Plans are all in accordance with the terms of the Plans, (ii)
the shares of Common Stock to be issued in the future are duly issued in
accordance with the terms of the Plans, (iii) the Corporation maintains an
adequate number of authorized but unissued shares and/or treasury shares of
Common Stock available for issuance to those persons who purchase shares through
the Plans, and (iv) the consideration for shares of Common Stock issued pursuant
to the Plans is actually received by the Corporation as provided in the Plans
and exceeds the par value of such shares, then the shares of Common Stock issued
in accordance with the terms of the Plans or sold through and in accordance with
the terms of the Plans will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ L. Steven Leshin
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L. Steven Leshin
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 24, 1997, which appears on
page 28 of the 1997 Annual Report to Shareholders of VTEL Corporation, which is
incorporated by reference in VTEL Corporation's Annual Report on Form 10-K for
the year ended December 31, 1997.
PRICE WATERHOUSE LLP
Austin, Texas
March 30, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
on Form S-8 of VTEL Corporation with respect to the consolidated financial
statements of Compression Labs, Inc. as of December 31, 1995 and 1994, and the
related consolidated statement of operations, stockholders' equity, and cash
flows for each of the years in the two year period ended December 31, 1995,
which report is included in the Annual Report on Form 10-K of VTEL Corporation
for the year ended December 31, 1997.
KPMG PEAT MARWICK, LLP
Mountain View, California
March 30, 1998