8-K 1 d400664d8k.htm FORM 8-K Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 21, 2012




(Exact name of registrant as specified in its charter)




State of Delaware    000-27978    94-3128324

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)   

(IRS Employer

Identification No.)


6001 America Center Drive

San Jose, California

(Address of principal executive offices)    (Zip Code)

(408) 586-6000

Registrant’s telephone number, including area code


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01. Other Events.

On May 11, 2012, Polycom, Inc. (the “Company”) announced that on May 10, 2012 it had entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Mobile Devices Holdings, LLC, a Delaware limited liability corporation, pursuant to which the Company will divest its enterprise wireless voice solutions business (“EWS Business”) to an affiliate of Sun Capital Partners, Inc. for consideration consisting of approximately $110 million in cash, subject to adjustment for cash, debt and working capital as set forth in the Purchase Agreement, plus up to an additional $4 million in cash subject to certain conditions. The Company will be filing a lawsuit shortly in Delaware Chancery Court to enforce the terms of the Purchase Agreement. The Company intends to zealously pursue all appropriate recourse and will seek expedited treatment of this matter with the goal of reaching resolution in 2012. In the interim, the Company will continue to conduct the EWS Business consistent with past practice and in accordance with the terms of the Purchase Agreement.




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 hereunto duly authorized.


By:   /s/    Sayed M. Darwish
  Sayed M. Darwish
  Chief Legal Officer, Executive Vice President of Corporate Development and Secretary

Date: August 21, 2012