As filed with the Securities and Exchange Commission on May 28, 1999
Registration No. 333-77729
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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 Number)
108 Wild Basin Road, Austin, Texas 78746
(512) 437-2700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive officers)
RODNEY S. BOND
Chief Financial Officer
VTEL Corporation
108 Wild Basin Road
Austin, Texas 78746
(512) 437-2700
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copy to:
L. STEVEN LESHIN
Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
(214) 855-4500
--------------------
Approximate date of commencement of proposed sale to the public: At
such time or times after the effective date of this Registration Statement as
the selling stockholder may determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reimbursement plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
--------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection
with the distribution of the securities covered by this Registration Statement.
All of the expenses will be borne by the Company except as otherwise indicated.
SEC Registration Fee..................................................... $1,706
Printing and Engraving Fees and Expenses...................................... *
Legal Fees and Expenses ................................................. $5,000
Accounting Fees and Expenses.......................................... $13,500
Transfer Agent and Registrar Fees........................................... *
Miscellaneous.......................................................... $3,000
Total....................................................................$23,206
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 requirements for filing a Form S-3 and has duly caused this amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Austin, State of Texas, on May 27, 1999.
VTEL CORPORATION
By: /s/ Jerry S. Bensen, Jr.
-------------------------------------------
Jerry S. Bensen, Jr.
Chief Executive Officer and President
(Principal Executive Officer)
Each individual whose signature appears below hereby designates and
appoints Jerry S. Bensen, Jr. and Rodney S. Bond, and each of them, any one of
whom may act without the joinder of the other, as such person's true and lawful
attorney-in-fact and agents (the "Attorneys-in-Fact") with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, which
amendments may make such changes in this Registration Statement as any
Attorney-in-Fact deems appropriate, and any registration statement relating to
the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933
and requests to accelerate the effectiveness of such registration statements,
and to file each such amendment with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such Attorneys-in-Fact and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that such
Attorneys-in-Fact or either of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the Registration Statement has been signed below by the
following persons in their capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chief Executive Officer, President and May 27, 1999
- ----------------------------------------- Director
Jerry S. Benson, Jr. (Principal Executive Officer)
* Chief Financial Officer, Vice President- May 27, 1999
- ----------------------------------------- Finance and Secretary
Rodney S. Bond (Principal Financial Officer and Principal
Accounting Officer)
* Chairman of the Board of Directors May 27, 1999
- -------------------------------------------
F.H. Dick Moeller
* Director May 27, 1999
- ----------------------------------------
Gordon H. Mathews
* Director May 27, 1999
- -----------------------------------------
Max D. Hopper
* Director May 27, 1999
- -----------------------------------------
T. Gary Trimm
* Director May 27, 1999
- -----------------------------------------
Richard Snyder
* Director May 27, 1999
- -----------------------------------------
Eric L. Jones
*By: /s/ Jerry S. Bensen, Jr. May 27, 1999
------------------------------------
Jerry S. Bensen, Jr.
as Attorney-in-Fact
