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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: January 23, 2002
FORGENT NETWORKS, INC.
(formerly VTEL Corporation)
(Exact name of registrant as specified in its charter)
DELAWARE 0-20008 74-2415696
(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) 437-2700.
Item 2. Acquisition or Disposition of Assets.
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On January 23, 2002, Forgent Networks, Inc. (formerly VTEL Corporation)
(the "Company"), closed the sale (the "Sale") of substantially all of the assets
used in its products division (the "Products Division") to VTEL Products
Corporation ("Buyer"). As consideration (the "Consideration") for the Sale of
the Products Division, the Company received $500,000.00 in cash, a subordinated
promissory note in the principal amount of $966,896, due April 23, 2002, bearing
interest at an annual rate of five percent (5%), a subordinated promissory note
in the principal amount of $5,000,000, due July 23, 2007, bearing interest at an
annual rate of five percent (5%), and 1,045,347 shares of common stock, par
value $0.01 per share, of Buyer, representing 19.9% of Buyer's fully diluted
equity. The Company's financial advisor, SWS Securities, Inc., rendered an
opinion to the Company as to the fairness of the Consideration, from a financial
point of view. In connection with sale of the Products Division, the Company and
Buyer also entered into a general license agreement, pursuant to which Buyer was
granted certain non-exclusive rights in and to certain patents, software,
proprietary know-how and information of the Company that was used in the
operation of the Products Division.
Buyer is a newly formed company organized by Robert R. Swem, former
Vice President --Manufacturing of the Products Division, and Daniel F. Nix and
Richard P. Ford, who both are senior members of management of the Products
Division, who associated themselves, through Buyer, to acquire the Products
Division from the Company.
The Sale is more fully described in the Company's definitive proxy
statement on Schedule 14A, filed with the Securities and Exchange Commission on
December 19, 2001.
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Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Pro forma financial information.
The pro forma financial statements of the Company required by
this Item 7(b) are not yet available. The Company expects that
the pro forma financial statements will be completed and filed
by amendment to this Form 8-K Current Report within 60 days
after the date this Form 8-K Current Report is required to be
filed with the Securities and Exchange Commission.
(c) Exhibits.
The following exhibit is furnished in accordance with Item 601
of Regulation S-K.
2.1 Asset Purchase Agreement, by and between VTEL
Corporation and VTEL Products Corporation, dated as
of September 28, 2001 (incorporated by reference to
Annex A of the Company's definitive proxy statement,
filed with the Securities and Exchange Commission on
December 19, 2001).
99.1 Press Release of Forgent Networks, Inc., dated as of
January 24, 2002.
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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: February 6, 2002.
FORGENT NETWORKS, INC.
By:/s/ Richard N. Snyder
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Richard N. Snyder
Chief Executive Officer
For Immediate Release
Contact: Hedy Baker Contact: Alexa Coy
Forgent Media Relations Forgent Investor Relations
512.437.2789 512.437.2678
hedy_baker@forgent.com alexa_coy@forgent.com
Forgent Announces Completion of VTEL Sale
AUSTIN, Texas - Jan. 24, 2002 - Forgent (TM) Networks (Nasdaq:FORG), a leading
provider of advanced video network solutions for enterprise communications,
today announced the completion of the sale of its Products Division, which has
been operating under the name of VTEL Products since May 2001.
The sale was finalized on Wednesday, Jan. 23, based on the previously disclosed
definitive purchase agreement. In the sale, Forgent received cash of $500,000
and subordinated notes from the buyer totaling approximately $6,000,000
principal amount and shares representing 19.9 percent of the buyer's stock. VTEL
will operate as a privately held company under the name VTEL Products Company.
"The completion of the sale of VTEL represents the end of an era, but more
importantly the beginning of a new chapter for Forgent," said Roy Wilson, chief
operating officer at Forgent. "We are excited and confident about our new,
next-generation network management software and services strategy and have a
real opportunity to take advantage of our core competencies, differentiate
ourselves, and become a major player in a high margin business."
About Forgent
Forgent(TM) Networks (Nasdaq: FORG), is the premier provider of advanced video
solutions for enterprise communications and a leader in improving video
management and interoperability standards. Forgent's goal is to ensure simple,
dependable video communications by combining professional services with network
management tools to deliver ease of use, reliability, and manageability of video
networks.
As the largest and most experienced independent provider of services in the
video industry, companies can rely on Forgent's technology and services to use
video for mission-critical business functions. Forgent's Video Network Platform
is the only network management software designed specifically to control the
quality of service of multi-vendor video networks. For the first time, video is
manageable, allowing enterprises to reduce operational costs while improving
reliability and ease of use. For more information, log on to www.forgent.com or
call Forgent's Investor Hotline at 1-866-276-FORG(3674).
Safe Harbor
This release may include projections and other forward-looking statements that
involve a number of risks and uncertainties and as such, actual results in
future periods may differ materially from those currently expected or desired.
Some of the factors that could cause actual results to differ materially include
rapid changes in technology, changes in customer order patterns or order mix,
the ability to collect certain foreign receivables, foreign exchange rate
fluctuations, the intensity of competition, the cost and availability of certain
key components, the company ability to manage product transitions and inventory
levels, product pricing pressures, sudden or unexpected changes in demand for
videoconferencing systems, litigation involving intellectual property, other
issues, and the ability to consummate certain divestiture transactions.
Additional discussion of these and other risk factors affecting the company's
business and prospects is contained in the company's period filings with the
SEC.
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