SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 3, 2003
FORGENT NETWORKS, INC.
- -------------------------------------------------------------------------------
(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
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (512) 437-2700.
Item 2. Acquisition or Disposition of Assets.
- ---------------------------------------------
On July 3, 2003, Forgent Networks, Inc. (the "Company"), closed the sale
(the "Sale") of substantially all of the assets used in its videoconferencing
hardware services business (the "Services Business") to Gores Technology Group,
through its affiliate GTG Holdings Corp. (the "Buyer"). As consideration for the
sale of the Services Business, the Company received $7,350,000 in cash, which
was net of a $400,000 extension fee, and the assumption of substantially all of
the liabilities of the Services Business. In addition, the Company and Buyer
have agreed to reach an accord relating to up to $250,000 of initial purchase
price adjustments by July 31, 2003. An additional $2,000,000 in cash has been
placed in escrow for possible further purchase price adjustments and indemnity
claims. The purchase price escrow, consisting of $1,000,000, will remain in
escrow for a period of 120 days subsequent to the closing. The indemnity escrow,
consisting of $1,000,000, will remain in escrow for a period of 18 months
subsequent to the closing. The Company can give no assurances that it will
receive some or any of either the purchase price escrow or the indemnity escrow.
The Company's financial advisor, Raymond James & Associates, Inc., rendered a
report to the Company regarding the Sale. In connection with sale of the
Services Business, the Company and Buyer also entered into a transition services
agreement, whereby the Company will provide, for a fee at actual cost, certain
transition services for Buyer related to the assets acquired and liabilities
assumed in the Sale. The Company and Buyer also entered into a reseller
agreement, whereby Buyer will be able to resell the Company's software products,
and a co-marketing arrangement, whereby the Company will receive a commission
for referring videoconferencing related service business to Buyer.
In connection with the Sale, Dennis Egan, formerly the Company's Vice
President, Services, became employed by Buyer and entered into an employment
agreement with Buyer.
The Sale is more fully described in the Company's definitive proxy
statement on Schedule 14A, filed with the Securities and Exchange Commission on
May 30, 2003.
2
Item 7. Financial Statements and Exhibits.
- ------------------------------------------
(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 Forgent Networks, Inc.,
GTG Holdings, Inc. and Pierce Technology Services, Inc. (formerly
VidCon Holding Corp.) (incorporated by reference to Annex A of
the Company's definitive proxy statement, filed with the
Securities and Exchange Commission on May 30, 2003).
99.1 Press Release of Forgent Networks, Inc., dated as of July 3,
2003.
3
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: July 18, 2003.
FORGENT NETWORKS, INC.
By:/s/ Jay C. Peterson
------------------------------------
Jay C. Peterson
Chief Financial Officer
4
Exhibit 99.1
FORGENT COMPLETES SALE OF VIDEOCONFERENCING HARDWARE
SERVICES BUSINESS TO AFFILIATE OF GORES TECHNOLOGY GROUP
AUSTIN, TX, Jul. 03, 2003 (MARKET WIRE via COMTEX) -- Forgent(TM) Networks
(NASDAQ: FORG), a leading provider of enterprise meeting automation software and
services, today announced that Gores Technology Group, through its affiliate GTG
Holdings Corp., has completed the acquisition of Forgent's videoconferencing
hardware services business, based in King of Prussia, PA.
Gores will rename the videoconferencing hardware services business to
Pierce Technology Services, Inc. The transaction is valued at approximately $18
million in aggregate, including $8 million in cash, $2 million in escrow and the
assumption of certain liabilities totaling about $8 million. The transaction was
approved at Forgent's annual stockholders meeting today.
About Forgent
Forgent Networks is a leading provider of enterprise meeting automation
software and services that enable organizations to schedule and automate their
meeting environment. By streamlining the planning, scheduling and execution of
meetings, organizations recognize increased productivity and reduced
administrative overhead associated with their meeting environment. Forgent's
software provides one-stop scheduling of all resources necessary for complex
conferences and automatically launches the communications media used for any
meeting. The newest suite of products, Forgent ALLIANCE(TM), incorporating
additional functionality will be announced in July 2003. For additional
information visit www.forgent.com.
About Gores Technology Group
With headquarters in Los Angeles, Gores Technology Group is a privately
held international acquisition and management firm that pursues an aggressive
strategy of acquiring promising high-technology organizations and managing them
for growth and profitability. GTG has a successful track record of acquiring and
managing companies -- including many divisions acquired from large publicly
traded companies -- through its commitment to customers, employees and continued
development of intellectual property. GTG has acquired and managed approximately
40 interrelated but autonomous technology-oriented companies with locations
throughout the world. Those companies provide a broad range of technology-based
products and services to a substantial customer base representing millions of
active users worldwide. www.gores.com
Exhibit 99.1
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
changes in the general economy and the technology industry, rapid changes in
technology, sales cycle and product implementations, risks associated with
transitioning to a new business model and the subsequent limited operating
history, the possibility of new entrants into the enterprise meeting automation
market, the possibility that the market for the sale of certain software and
services may not develop as expected, that development of these software and
services may not proceed as planned, risks associated with Forgent's license
program, including risks of litigation involving intellectual property, patents
and trademarks, and acquisition integration. Additional discussion of these and
other risk factors affecting Forgent's business and prospects is contained in
Forgent's periodic filings with the SEC.
Frank Stefanik
Gores Technology Group
310-209-3010
Alexa Coy
Investor contact
Forgent Networks
512-437-2678
Caroline Langley
Media contact
512-437-2731
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: Statements in this press release regarding Forgent's
business which are not historical facts are "forward-looking
statements" that involve risks and uncertainties. For a discussion of such
risks and uncertainties, which could cause actual results to differ from
those contained in the forward-looking statements, see "Risk Factors" in
the Company's Annual Report or Form 10-K for the most
recently ended fiscal year.