-----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, Q04YjF4DLiUkKxVd6952Am48Eo7R1HyEiN7qPoykeYhXFKFbhBX1VaywbP3Vj9jT go3B09nSVWWjcXogw/lWrA== 0000950135-97-003180.txt : 19970801 0000950135-97-003180.hdr.sgml : 19970801 ACCESSION NUMBER: 0000950135-97-003180 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970731 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970731 SROS: NASD 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: 1934 Act SEC FILE NUMBER: 001-09434 FILM NUMBER: 97649100 BUSINESS ADDRESS: STREET 1: 100 MINUTEMAN RD CITY: ANDOVER STATE: MA ZIP: 01810 BUSINESS PHONE: 5087625000 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 PICTURETEL CORPORATION 1 UNITED STATES ------------- 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 31, 1997 PICTURETEL CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 1-9434 04-2835972 -------- ------ ---------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer) incorporation or organization) Identification No.) 100 MINUTEMAN ROAD, ANDOVER, MA. 01810 - -------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number: 508-292-5000 - ------------------------------ 2 Item 5. Other Events On July 22, 1997, pursuant to the Agreement and Plan of Merger dated as of April 15, 1997, as amended, (so as amended, the "Agreement"), among the Registrant, ML Acquisition Corp. and MultiLink, Inc. ("MultiLink"), Registrant acquired MultiLink. MultiLink was acquired in exchange for 3,578,026 shares of Registrant's Common Stock, of which 286,242 shares will be held in escrow. The Registrant is accounting for the transaction as a pooling of interests. A copy of Registrant's press release is filed as an exhibit hereto and incorporated by reference herein. The execution of the Agreement was reported by the Registrant on April 18, 1997. Item 7. Exhibits: 1. Form of press release dated July 22, 1997. 2. Agreement and Plan of Merger (incorporated by reference to Exhibit 1 to Registrant's Form 8-K filed April 18, 1997). 3 SIGNATURE --------- Pursuant to 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. PICTURETEL CORPORATION Richard B. Goldman -------------------------------------------- Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) July 31, 1997 EX-1 2 PRESS RELEASE 1 NEWS RELEASE Exhibit 1 Contact: Kevin Flanagan PICTURETEL CORPORATION (508) 292-5178 flanagank@pictel.com PICTURETEL CORPORATION COMPLETES ACQUISITION OF MULTILINK, INC. ANDOVER, Mass. - JULY 22, 1997 -- PictureTel Corporation (NASDAQ: PCTL), the world leader in videoconferencing, today announced the completion of its acquisition of MultiLink, Inc. Under terms of the merger agreement, each share of MultiLink common stock was exchanged for 0.56 of a share of PictureTel Common Stock, resulting in the issuance of an aggregate of 3,578,026 shares of PictureTel Common Stock to the stockholders of MultiLink, of which 286,242 shares will be held in escrow. As a result of the merger, the former MultiLink shareholders now own approximately 10 percent of PictureTel. PictureTel is accounting for the transaction as a pooling of interests. "With the completion of this transaction, PictureTel has added MultiLink's innovative audio and video teleconferencing systems and multimedia call center solutions to PictureTel's own industry-leading videoconferencing products and services," said Bill Avery, vice president of PictureTel's Network Systems Division. "This powerful combination will enable us to meet the needs of our worldwide customers for the next-generation of conferencing solutions and will accelerate PictureTel's entry into the intranet/Internet/LAN network space." - more - 2 PICTURETEL COMPLETES ACQUISITION OF MULTILINK, P. 2 ABOUT MULTILINK Based in Andover, Mass., MultiLink, Inc., is a leading developer of multipoint teleconferencing systems and multimedia call center solutions. The company's products meet industry standards with a flexible design to accommodate existing and emerging user requirements for multipoint audio, video and data teleconferencing and automatic call distribution. MultiLink provides its innovative solutions to the commercial, education, government and service provider markets. Applications include business meetings, shareholder services, public relations, project management, focus groups, teletraining, distance learning and crisis management. MultiLink is an ISO-9001-compliant corporation. ABOUT PICTURETEL PictureTel Corporation is the world leader in developing, manufacturing and marketing a full range of videoconferencing solutions. The company's systems meet customers' videoconferencing needs from the desktop to the boardroom. PictureTel also markets network conferencing products and a comprehensive portfolio of enterprise-wide services. The company provides complete videoconferencing solutions to customers in the distance learning, health care and financial services market segments. Additional PictureTel information is available on the Internet at www.picturetel.com. PictureTel videoconferencing eliminates the barrier of distance, enabling people to be Anywhere Now(TM). This release includes projections and other forward-looking statements about the company's 1997 revenues, earnings, and other measures of economic performance. Actual results could differ materially from forecasts due to factors such as, for example, competitive pressures, changes in technology and the difficulty of forecasting revenues, a majority of which occur late in a fiscal period. Additional information concerning risks that could cause actual results to differ are contained in the company's annual report on Form 10K and its registration statement on Form S4 in connection with the MultiLink acquisition, each as filed with the SEC. - End - PictureTel is a registered trademark and Anywhere Now is a trademark of PictureTel Corporation. MultiLink is a registered trademark of MultiLink, Inc. -----END PRIVACY-ENHANCED MESSAGE-----