-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NrVIUzgLpFcEwPtiYyb7G3Zj7rloDGzukd5JSJa4qp6OcT2jNatFl8XXcz/JOo3F /pvYASLjgPZXzdWwf+I89A== 0000912057-01-523387.txt : 20010712 0000912057-01-523387.hdr.sgml : 20010712 ACCESSION NUMBER: 0000912057-01-523387 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010711 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PICTURETEL CORP CENTRAL INDEX KEY: 0000755095 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 042835972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09434 FILM NUMBER: 1678722 BUSINESS ADDRESS: STREET 1: 100 MINUTEMAN RD CITY: ANDOVER STATE: MA ZIP: 01810 BUSINESS PHONE: 9782925000 MAIL ADDRESS: STREET 1: 222 ROSEWOOD DR CITY: DANVERS STATE: MA ZIP: 01923 FORMER COMPANY: FORMER CONFORMED NAME: PICTEL CORP DATE OF NAME CHANGE: 19870505 8-K 1 a2053043z8-k.txt 8-K 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 (Date of Earliest Event Reported): July 11, 2001 --------- PICTURETEL CORPORATION (Exact name of Registrant as specified in charter) DELAWARE I-9434 04-2835972 (State or other jurisdiction (Commission File Number) (I.R.S. employer of incorporation) identification No.) ------- 100 Minuteman Rd., Andover, MA, 01810 (Address of Principal Executive Offices) (Zip Code) (978) 292-5000 Registrant's Telephone number including area code ITEM 5. OTHER EVENTS. 1. AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT. On March 25, 1992, the Board of Directors (the "Board") of PictureTel Corporation (the "Company") declared a dividend of one purchase right (a "Right") for every outstanding share of the Company's common stock, par value $.01 per share, (the "Common Stock"). The terms of the Rights are set forth in a Rights Agreement (as amended to the date hereof, the "Rights Agreement") between the Company and Fleet National Bank (formerly known as Bank Boston, N.A., formerly known as The First National Bank of Boston) as Rights Agent (the "Rights Agent"). In connection with certain transactions contemplated by the Agreement and Plan of Merger dated May 24, 2001 by and among the Company, Polycom, Inc. and Pharaoh Acquisition Corp. (the "Merger Agreement") and the proposed tender offer and merger with Polycom, Inc. as described in the Form 8-K filed by the Company on May 24, 2001, the Board of Directors of the Company on May 24, 2001 approved Amendment No. 4 to the Rights Agreement between the Company and the Rights Agent (the "Fourth Amendment"), a copy of which is filed herewith as an exhibit and incorporated herein by reference. Pursuant to Amendment No. 4 to the Rights Agreement, dated as of June 15, 2001 (the "FOURTH AMENDMENT"), Polycom, Inc. and any of its affiliates (collectively, "POLYCOM") will not be considered an "Acquiring Person" under the Rights Agreement solely to the extent that any such Person is or becomes the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding by reason of the issuance or execution of, or the consummation of the transactions contemplated by, each of the Note Agreement (as defined in the Merger Agreement) and the Convertible Notes (as defined in the Merger Agreement), including, but not limited to, the conversion of the Convertible Notes. The Fourth Amendment further provides that notwithstanding any provision to the contrary in the Rights Agreement, no holder of any Right shall be entitled to exercise such Right under or be entitled to any Right pursuant to any sections of the Rights Agreement by reason of the issuance or execution of, or the consummation of the transactions contemplated by, each of the Note Agreement (as defined in the Merger Agreement) and the Convertible Notes (as defined in the Merger Agreement), including, but not limited to, the conversion of the Convertible Notes. ITEM 7. FINANCIAL STATEMENT AND EXHIBITS. (c) EXHIBITS EXHIBIT NUMBER TITLE 1 Amendment No. 4 to the Rights Agreement, dated April 15, 2001, between the Company and Fleet National Bank, c/o EquiServe, as Rights Agent. -2- SIGNATURES 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. PICTURETEL CORPORATION /s/ Lewis Jaffe ---------------------------------------- Lewis Jaffe President and Chief Operating Officer Date: July 11, 2001 -3- EX-1 2 a2053043zex-1.txt EXHIBIT 1 EXHIBIT 1 AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT OF PICTURETEL CORPORATION This Amendment No. 4, dated as of June 15, 2001, amends the Rights Agreement dated as of March 25, 1992 (as amended to date, the "RIGHTS AGREEMENT"), between PictureTel Corporation, a Delaware corporation (the "COMPANY") and Fleet National Bank (f/k/a BankBoston, N.A., f/k/a First National Bank of Boston), as Rights Agent. Capitalized terms which are used herein without definition and which are defined in the Rights Agreement shall have the respective meanings assigned to such terms in the Rights Agreement. W I T N E S S E T H: WHEREAS, on March 25, 1992, the Board of Directors of the Company authorized the issuance of Rights to purchase, on the terms and subject to the provisions of the Rights Agreement, shares of the Company's Junior Preference Stock; WHEREAS, on March 25, 1992, the Board of Directors of the Company authorized and declared a dividend distribution of one Right for every share of Common Stock of the Company outstanding on the Dividend Record Date and authorized the issuance of one Right (subject to certain adjustments) for each share of Common Stock of the Company issued between the Dividend Record Date and the Distribution Date; WHEREAS, the Distribution Date has not occurred; and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Continuing Directors have approved an amendment of certain provisions of the Rights Agreement as set forth below. NOW, THEREFORE, the Rights Agreement is hereby amended as follows: 1. The definition of "Exempt Person" in Section 1(v) is hereby amended by adding the following at the end of Section 1(v) immediately after Section 1(v)(iii): "and (iv) Polycom, Inc. and any of its Affiliates solely to the extent that any such Person is or becomes the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding by reason of the issuance or execution of, or the consummation of the transactions contemplated by, each of the Note Agreement (as defined in the Agreement and Plan of Merger dated as of May 24, 2001, by and among the Company, Polycom, Inc. and Pharaoh Acquisition Corp. (the "Merger Agreement")) and the Convertible Notes (as defined in the Merger Agreement), including, but not limited to, the conversion of the Convertible Notes." 2. A new Section 36 is hereby added to add the following: "Notwithstanding any provision in the contrary in this Agreement, no holder of any Right shall be entitled to exercise such Right under or be entitled to any Right pursuant to, any sections of this Agreement, in any case by reason of the issuance or execution of the Convertible Notes or the Note Agreement or the consummation of any of the transactions contemplated thereby, including, without limitation, the conversion of the Convertible Notes." 3. EFFECT OF AMENDMENT. Except as expressly amended hereby, the Rights Agreement, as amended to the date hereof, shall remain in full force and effect. 4. GOVERNING LAW. This Agreement shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of said state applicable to contracts made and to be performed entirely within said state. 5. COUNTERPARTS. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. [THE REMAINDER OF THE PAGE HAS BEEN INTENTIONALLY LEFT BLANK.] IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to the Rights Agreement to be duly executed as of the day and year first above written. PICTURETEL CORPORATION By: /s/ Dalton Edgecomb --------------------- Title: Vice President and Chief Financial Officer Attest: By: /s/ Annmarie Wixon ------------------------ FLEET NATIONAL BANK By: /s/ Margaret Prentice --------------------------- Title: Managing Director Attest: By: /s/ Patricia A. DeLuca ------------------------ -----END PRIVACY-ENHANCED MESSAGE-----