-----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, B9bJpSbL2aLG/xw8zJhrKSN69zC30t0tS2au3Y7ZlJpQBFBOyE3YvdB3IlxbFJqR +mIDxWtHBl9HzLa1LaPQKg== 0000950135-99-004269.txt : 19990901 0000950135-99-004269.hdr.sgml : 19990901 ACCESSION NUMBER: 0000950135-99-004269 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990831 EFFECTIVENESS DATE: 19990831 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: S-8 SEC ACT: SEC FILE NUMBER: 333-86283 FILM NUMBER: 99704090 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 S-8 1 PICTURETEL CORPORATION 1 As filed with the Securities and Exchange Commission on August 31, 1999 File No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- PICTURETEL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 04-2835972 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 100 Minutemen Road Andover, Massachusetts 01810 (Address of Principal Executive Offices) FOREIGN SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN -------------------------- (Full Title of the Plan) W. Robert Kellegrew, Esq. General Counsel PictureTel Corporation 100 Minutemen Road Andover, Massachusetts 01810 (978) 292-5000 -------------------------- (Name, Address and Telephone Number, including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
=================================================================================================== Title Of Securities Amount Proposed Maximum Proposed Maximum Amount Of To Be To Be Offering Price Per Aggregate Offering Registration Registered Registered Share (1) Price (1) Fee - --------------------------------------------------------------------------------------------------- Common Stock, Par Value $.01 500,000 shares $ 5.625 $2,812,500 $781.88 ===================================================================================================
(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE PURSUANT TO RULE 457(h) ON THE BASIS OF THE HIGH AND LOW PRICES OF PICTURETEL CORPORATION COMMON STOCK, PAR VALUE $.01, REPORTED ON THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. AUTOMATED QUOTATIONS NATIONAL MARKET SYSTEM ON AUGUST 25, 1999. EXHIBIT INDEX ON PAGE II-6 PAGE 1 OF 6 PAGES. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. PictureTel Corporation (the "Registrant" or the "Company") hereby incorporates the following documents herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, as filed with the Securities and Exchange Commission (the "Commission") on March 31, 1999, pursuant to Section 13 under the Securities Exchange Act of 1934, as amended (the "Exchange Act.") (b) Quarterly Reports on Form 10-Q for the quarters ended April 4, 1999 and July 4, 1999, as filed with the Commission pursuant to Section 13 under the Exchange Act, on May 19, 1999 and August 18, 1999, respectively. (c) Current Report on Form 8-K, as filed with the Commission pursuant to Section 13 under the Exchange Act, on January 25, 1999. (d) Form of the Registrant's Common Stock Certificate (Incorporated by Reference to Exhibit 4(b) to the Registrant's Registration Statement on Form S-8, No. 33-36315, as filed with the Commission on August 10, 1990.) All documents subsequently filed by the Registrant pursuant to Section 13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference from the date of filing of such documents. Item 4. DESCRIPTION OF SECURITIES. Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law, as amended, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the II-1 3 corporation to procure a judgment in its favor, against expenses actually and reasonably incurred in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 102(b)(7) of the Delaware General Corporation Law, as amended, permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant's Third Restated Certificate of Incorporation provides that the Registrant's directors shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent and only to the extent that exculpation from liabilities is not permitted under the Delaware General Corporation Law as in effect at the time such liability is determined. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. II-2 4 Item 8. EXHIBITS. Exhibit 3.1. Third Restated Certificate of Incorporation of the Registrant (Incorporated by Reference to Exhibit 3.1.4 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 27, 1992). 3.2. Amended and Restated By-Laws of the Registrant (Incorporated by Reference to Exhibit 1 to the Registrant's Current Report on Form 8-K as filed with the Commission on September 14, 1994). 5. Opinion of Ropes & Gray. 10.1. Foreign Subsidiary Employee Stock Purchase Plan. 23.1. Consent of Ropes & Gray (See Exhibit 5). 23.2. Consent of PricewaterhouseCoopers LLP. 24. Power of Attorney (Included on Signature Page). Item 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-3 5 (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Andover, The Commonwealth of Massachusetts, on this 31st day of August, 1999. PICTURETEL CORPORATION By: /s/ Arthur L. Fatum ------------------------------------------- Name: Arthur L. Fatum Title: Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) POWER OF ATTORNEY Dated: August 31, 1999 Pursuant to the requirement of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and constitutes W. Robert Kellegrew and Bruce R. Bond, and each of them singly, his true and lawful attorneys, with full power to them, to execute in the name and on behalf of such person in the capacities indicated below any and all amendments (including any post-effective amendments) to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the Registrant deems appropriate, and hereby ratifies and confirms his signature as it may be signed by said attorneys, or any of them, to any and all such amendments.
Signature Capacity in Which Signed Date - --------- ------------------------ ---- /s/ Bruce R. Bond Chairman of the Board, August 31, 1999 - ------------------------ President and Chief Executive Bruce R. Bond Officer (Principal Executive Officer) /s/ Arthur L. Fatum Vice President and Chief August 31, 1999 - ------------------------ Financial Officer (Principal Arthur L. Fatum Financial Officer and Principal Accounting Officer) /s/ Norman E. Gaut Director August 31, 1999 - ------------------------ Norman E. Gaut /s/ David B. Levi Director August 31, 1999 - ------------------------ David B. Levi /s/ Robert T. Knight Director August 31, 1999 - ------------------------ Robert T. Knight Director - ------------------------ Enzo Torresi
II-5 7 EXHIBIT INDEX Number Title of Exhibit - ------ ---------------- 3.1. Third Restated Certificate of Incorporation of the Registrant (Incorporated by Reference to Exhibit 3.1.4 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 27, 1992). 3.2. Amended and Restated By-Laws of the Registrant (Incorporated by Reference to Exhibit 1 to the Registrant's Current Report on Form 8-K as filed with the Commission on September 14, 1994) 5. Opinion of Ropes & Gray 10.1 Foreign Subsidiary Employee Stock Purchase Plan 23.1. Consent of Ropes & Gray (See Exhibit 5). 23.2. Consent of PricewaterhouseCoopers LLP. 24. Power of Attorney (Included on Signature Page). II-6 EX-5 2 OPINION OF ROPES & GRAY 1 [ROPES & GRAY LETTERHEAD] August 31, 1999 Picturetel Corporation 100 Minutemen Road Andover, MA 01810 Ladies and Gentlemen: This opinion is being furnished to you in connection with a registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, for the registration of 500,000 shares of Common Stock, $0.01 par value per share (the "Shares"), of PictureTel Corporation, a Delaware corporation (the "Company"). We have acted as counsel to the Company and are familiar with the actions taken by the Company in connection with the Company's Foreign Subsidiary Employee Stock Purchase Plan (the "Plan"). For purposes of this opinion we have examined the Plan and such other documents as we deemed appropriate. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and when the Shares have been issued and sold and consideration received therefor by the Company in accordance with the terms of the Plan and the votes of the Board of Directors of the Company, they will be validly issued, fully paid and nonassessable. We hereby consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Ropes & Gray Ropes & Gray EX-10.1 3 FOREIGN SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN 1 PICTURETEL CORPORATION FOREIGN SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE The PictureTel Corporation Foreign Subsidiary Employee Stock Purchase Plan (the "Foreign Plan") is designed to encourage and assist employees of such foreign subsidiaries of PictureTel Corporation (the "Company") as the Company's Board of Directors (the "Board") may from time to time designate ("Participating Subsidiary") to acquire an equity interest in the Company through the purchase of shares of Common Stock, $.0l par value, of the Company ("Common Stock"). 2. ADMINISTRATION OF THE FOREIGN PLAN The Foreign Plan shall be administered by a committee (the "Committee") of the Board designated by the Board for that purpose. Unless and until a Committee is appointed, the Foreign Plan shall be administered by the Board, in which case all references herein to the "Committee" shall be deemed to be references to the "Board". The Committee shall supervise the administration and enforcement of the Foreign Plan according to its terms and provisions and shall have all powers necessary to accomplish these purposes and discharge its duties hereunder including, without limitation, the power to (i) employ and compensate agents of the Committee for the purpose of administering the accounts of participating employees, (ii) construe or interpret the Foreign Plan, (iii) determine all questions of eligibility and (iv) compute the amount and determine the manner and time of payment of all benefits according to the Foreign Plan. The Committee's determinations hereunder shall be final and binding. If the Committee in its discretion so elects, it may retain a brokerage firm, bank, or other institution to assist in the purchase of shares, delivery of reports, or other administrative aspects of this Foreign Plan. If the Committee so elects, each Participant shall (unless prohibited by the laws of the jurisdiction of such Participant's employment or residence) be deemed upon enrollment in this Foreign Plan to have authorized the establishment of an account on such Participant's behalf at such institution. Shares purchased by the Participant under this Foreign Plan shall be held in the account in the name in which the shares certificate would otherwise be issued. 3. NATURE AND NUMBER OF SHARES TO BE DELIVERED The Common Stock subject to issuance under the terms of the Foreign Plan shall be authorized but unissued shares or previously issued shares reacquired and held by the Company. The aggregate number of shares that may be delivered under the Foreign Plan shall not exceed 500,000 shares of Common Stock, subject to adjustment under this Section. In the event of any reorganization, recapitalization, stock split, reverse stock split, stock dividend, combination of shares, merger, consolidation, or other similar change in the capital structure of the Company, the Committee may make such adjustment, if any, as it deems appropriate in the number, kind and purchase price of the shares available for purchase under the Foreign Plan and in the maximum number of shares which may be issued under the Foreign Plan, subject to the approval of the Board. 2 4. ELIGIBILITY REQUIREMENTS Each employee of a Participating Subsidiary, except those employees described in paragraphs (i) through (iv) below, shall be eligible to participate in the Foreign Plan pursuant to Section 5. ("Eligible Employee"). The following employees are not eligible to participate in the Foreign Plan: (i) Employees who, immediately upon enrollment in the Foreign Plan, own directly or indirectly, or hold options or rights to acquire, an aggregate of 5% or more of the total combined voting power or value of all outstanding shares of all classes of the Company or any Subsidiary; (ii) Employees who have not completed at least 6 months of service with the Participating Subsidiary as of an Enrollment Date; and (iii)Employees who are prohibited by the laws of the jurisdiction of their residence or employment from participation herein. (iv) Employees who are employed by a corporation as to which the Board does not take action within ninety (90) days after such corporation becomes a subsidiary of the Company to include such corporation as a Participating Subsidiary. 5. PARTICIPATION PROCESS Each employee who will be an Eligible Employee on the first day of an Option Period may voluntarily elect to participate in the Foreign Plan by executing and delivering a payroll deduction authorization in accordance with Section 6.1. Upon such election, the Eligible Employee will be deemed to be a participant ("Participant") on the first day of such Option Period and will remain a Participant until his or her participation is terminated as provided in the Foreign Plan. For purposes of the Foreign Plan, an "Option Period" is defined as any of the six month periods beginning September 1, 1999 or any March 1 or September 1 thereafter. 6. ENROLLMENT AND WITHDRAWAL 6.1 ENROLLMENT. Each Eligible Employee may enroll or re-enroll in the Foreign Plan, as the case may be, as of the first day of any Option Period after the employee first becomes eligible to participate (the "Enrollment Date"). To enroll or re-enroll, an Eligible Employee must complete and sign an enrollment form and submit it to the Human Resources Department of the Participating Subsidiary at least fifteen (15) days prior to the Enrollment Date with respect to which the election is effective. Participation in the Foreign Plan is voluntary. 6.2 WITHDRAWAL. Any Participant may cancel all (BUT NOT LESS THAN ALL) of his or her Options at any time prior to the exercise thereof by notifying the Human Resources Department of the Participating Subsidiary in writing at any time prior to the Purchase Date (as such term is defined in Section 9 herein), except that such notification will be effective no later than the close of the first complete pay period following receipt by the Human Resources Department of the Participating Subsidiary (or such other period established in writing by the Company's Corporate Human Resources Department). It shall be the responsibility of the Participant to ensure that any such notification is actually received by the Human Resources Department of the Participating Subsidiary. Upon the effective date of any such cancellation, the entire amount credited to the Participant's account in accordance with Section 7 will be returned to the Participant without interest. Any Participant who cancels an Option may at any time thereafter become a Participant with respect to future Option Periods, in accordance with Section 6.1. 3 7. METHOD OF PAYMENT 7.1 PAYROLL WITHHOLDING. Payment for shares is to be made in installments through payroll deductions over the Option Period, with the first such deduction commencing with the first payroll period ending after the Enrollment Date. Subject to the limits in Section 8, each Participant may authorize withholding in each pay period in an amount NOT LESS THAN ONE PERCENT (1%) AND NOT MORE THAN TEN PERCENT (10%) of his or her Compensation by means of substantially equal payroll deductions over the Option Period; provided that the Committee may from time to time before an Enrollment Date, establish limits other than those herein described for all purchases to occur during the relevant Option Period. FOR PURPOSES OF THE FOREIGN PLAN, "COMPENSATION" WILL MEAN ALL REGULAR BASE SALARY PAYMENTS MADE TO THE PARTICIPANT BY THE PARTICIPATING SUBSIDIARY. A Participant may increase or decrease the rate of withholding effective as of the first day of any future Option Period by giving fifteen (15) days prior written notice to the Human Resources Department of the Participating Subsidiary. A Participant may terminate his or her payroll deduction authorization as of any date before the Purchase Date by notifying the Human Resources Department of the Participating Subsidiary in writing, and such Participant will thereby cease to participate in the Foreign Plan as of that date and will be deemed to have canceled his or her Option pursuant to Section 6.2. 7.2 ACCOUNTS. All amounts withheld under Section 7.1 in accordance with a Participant's payroll deduction authorization will be credited in local currency to an account maintained for such Participant. The Company and the Participating Subsidiary shall be entitled to use the withholdings for any purpose, shall have no obligation to pay interest on amounts credited to a Participant's account, and shall not be obligated to segregate withholdings. 7.3 LIMIT ON PURCHASE. In no event shall the rights of any Participant to purchase shares (under this Foreign Plan and under any other Stock Purchase Plans of the Company or any Subsidiary), accrue at a rate which exceeds $25,000 U.S. of fair market value of such shares (determined as of the applicable Grant Date, as defined in Section 9) in any calendar year. 8. GRANT OF RIGHT TO PURCHASE SHARES Each person who is a Participant on the first day of an Option Period will be granted an Option for such Option Period for the purchase of the number of whole shares of Common Stock as determined by dividing (i) the balance in the Participant's local currency withholding account converted to U.S. dollars on the last day of the Option Period, by (ii) the U.S. dollar purchase price per share of the Common Stock determined under Section 9. The Grant Date and the Purchase Date (as such terms are defined in Section 9) shall constitute the date of grant and the date of exercise, respectively. 9. PURCHASE OF SHARES Each Eligible Employee who is a Participant in the Foreign Plan on the last trading day of an Option Period and who has not cancelled his or her option will be deemed to have exercised on that day the Option granted to him or her for that Option Period. Upon exercise, the local currency amounts then credited to the Participant's account will be converted to U.S. dollars and used to purchase the whole shares of Common Stock determined in accordance with Section 8, and as soon as practicable thereafter certificates for such shares will be issued and delivered to the Participant's account established pursuant to Section 2, above (unless prohibited by the laws of the jurisdiction of such Participant's employment or residence). Fractional shares will not be issued. The cost to the Participant for the shares purchased shall be 85% of the lower of (i) the fair market value of Common Stock on the first trading day of the respective Option Period (the "Grant Date"), or (ii) the fair market value of Common Stock on the last trading day of the respective Option Period (the "Purchase Date"). 4 Fair market value on any date shall mean the average of the high and low sale prices (or the bid and asked prices if no sales are reported) with respect to the Common Stock for that date, as reported by the principal exchange on which the Common Stock is traded or by the National Association of Securities Dealers, Inc. Automated Quotations System or such other similar system then in use; or, if on any such date the Common Stock is not quoted by any such organization, the average of the closing bid and asked prices with respect to the Common Stock, as furnished by a professional market maker making a market in the Common Stock selected by the Board and if not available, the fair market value of the Common Stock as of such day as determined in good faith by the Board. A good faith determination by the Board of Directors as to fair market value shall be final and binding. The balance of the Participant's withholding account, if any, following exercise shall be returned to the Participant without interest; PROVIDED, HOWEVER, that if the balance left in the account consists solely of an amount equal to the value of a fractional share, such fractional-share amount will be retained in the withholding account and carried over to the next Option Period. The entire balance of the Participant's-withholding account following the final Option Period shall be returned to the Participant without interest. 10. TERMINATION OF EMPLOYMENT Subject to Section 11, upon termination of a Participant's employment with the Participating Subsidiary for any reason, the individual will (a) cease to be a Participant, (b) forfeit any Option held under the Foreign Plan (and all such options will be deemed canceled), (c) be entitled to a return of the balance of his or her withholding account without interest, and (d) have no further rights under the Foreign Plan. 11. DEATH OF A PARTICIPANT A Participant may file a written designation of beneficiary on the Participant's enrollment form, specifying who is to receive any Common Stock and / or cash credited to the Participant under the Foreign Plan in the event of the Participant's death, which designation will also provide for the election by the Participant of either (i) cancellation of the Participant's Option upon his or her death, as provided in Section 6.2 or (ii) application as of the last day of the Option Period of the balance of the deceased Participant's withholding account at the time of death to the exercise of his or her Option, pursuant to Section 9 of the Foreign Plan. In the absence of a valid election otherwise, the death of a Participant will be deemed to effect a cancellation of his or her Option. A designation of beneficiary and election may be changed by the Participant at any time, by written notice to the Human Resources Department of the Participating Subsidiary. In the event of the death of a Participant and receipt by the Human Resources Department of the Participating Subsidiary of proof of the identity and existence at the Participant's death of a beneficiary validly designated by him or her under the Foreign Plan, the Company will deliver to such beneficiary any Common Stock and / or cash to which the beneficiary is entitled under the Foreign Plan. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Foreign Plan who is living at the time of such Participant's death, the Company will deliver such Common Stock and / or cash to the executor or administrator of the estate of the Participant, if the Company is able to identify such executor or administrator. If the Company is unable to identify such administrator or executor, the Company, in its discretion, may deliver such stock and / or cash to the spouse or to any one or more dependents of a Participant as the Company may determine. No beneficiary will, prior to the death of the Participant by whom he has been designated, acquire any interest in any Common Stock or cash credited to the Participant under the Foreign Plan. 5 12. ASSIGNMENT The rights of a Participant under the Foreign Plan may not be sold, pledged, assigned or transferred in any manner. If this provision is violated, the Participant's election to purchase Common Stock shall terminate and the only obligation of the Company remaining under the Foreign Plan will be to pay to the person entitled thereto the amount then credited to his or her account. No Participant may create a lien on any funds, securities, rights or other property held for the account of the Participant under the Foreign Plan, except to the extent that there has been a designation of beneficiaries in accordance with the Foreign Plan. A Participant's right to purchase shares under the Foreign Plan shall be exercisable during the Participant's lifetime only by the Participant. 13. COSTS All costs and expenses incurred in administering the Foreign Plan shall be paid by the Company; except that any stamp duties or transfer taxes applicable to participation in the Foreign Plan may be charged to the account of such Participant. Any brokerage fees for the resale of the Common Stock by a Participant shall be borne by the Participant. 14. REPORTS Annually, the Company shall provide or cause to be provided to each Participant a report of his or her contributions and the shares of Common Stock purchased with such contributions by that Participant on each Purchase Date. 15. RIGHTS AS STOCKHOLDER A Participant will have no rights as a stockholder under the election to purchase until he becomes a stockholder as herein provided. A Participant will become a stockholder with respect to shares for which payment has been completed as provided in Section 9 at the close of business on the last business day of the Option Period. 16. MODIFICATION AND TERMINATION The Board may terminate the Foreign Plan at any time, provided however, the Plan will in any event automatically terminate ten years from the date the shareholders approve the Foreign Plan. The Board may amend the Foreign Plan at any time for any purpose permitted by law, provided that no amendment shall be effective unless within one year after it is adopted by the Board it is approved by the holders of a majority of the outstanding shares present and entitled to vote on the matter, if such amendment would: (i) increase the number of shares reserved for purchase under the Plan; (ii) change the designation of corporations whose employees may be offered rights to purchase shares under the Plan; provided, that a corporation's becoming or ceasing to be a Subsidiary, or the exercise by the Committee of its discretion under Section 4(iv), shall not be deemed a change in designation under this paragraph ; (iii) materially increase the benefits to Participants; (iv) materially modify the requirements for participation; or In the event the Foreign Plan is terminated, the Committee may elect to terminate all outstanding rights to purchase shares under the Foreign Plan either immediately or upon completion of the purchase of shares on the next Purchase Date, unless the Committee has determined that the right to make all such 6 purchases shall expire on some other designated date occurring prior to the next Purchase Date. If the rights to purchase shares under the Foreign Plan are terminated prior to expiration, all funds contributed to the Foreign Plan that have not been used to purchase shares shall be returned to the Participants without interest. If at any time the number of shares of Common Stock authorized for purchase under the Foreign Plan is less than the purchases to be made, the purchases shall be reduced proportionately to eliminate the excess. 17. BOARD APPROVAL; EFFECTIVE DATE This Foreign Plan was adopted by the Board on March 3, 1999 and shall be effective as of the date the shareholders approve the Foreign Plan 18. CONDITIONS ON THE DELIVERY OF COMMON STOCK Neither the Company nor any Participating Subsidiary will be obligated to deliver any shares of Common Stock pursuant to the Foreign Plan or to remove restrictions from shares previously delivered under the Foreign Plan (a) until, in the opinion of the Company's counsel, all applicable federal and state laws and regulations have been complied with, and all applicable local laws in any jurisdiction outside the United States have been complied with, (b) if the outstanding Common Stock is at the time listed on any stock exchange, until the shares to be delivered have been listed or authorized to be listed on such exchange upon official notice of notice of issuance, and (c) until all other legal matters in connection with the issuance and delivery of such shares have been approved by the Company's counsel. If the sale of Common Stock has not been registered under the Securities Act of 1933, as amended, or under the securities laws of any other jurisdiction, the Company may require, as a condition to the delivery of Common Stock under the Foreign Plan, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of the Securities Act of 1933, as amended, or laws of jurisdictions outside the United States and may require that the certificates evidencing such Common Stock bear an appropriate legend restricting transfer. 19. OTHER PROVISIONS The agreements to purchase shares of Common Stock under the Foreign Plan may contain such other provisions as the Committee shall deem advisable, provided that no such provision shall in any way be in conflict with the terms of the Foreign Plan. 20. EMPLOYMENT RIGHTS Nothing contained in the provisions of the Foreign Plan shall be construed to give to any individual the right to be retained in the employ of the Company or any Subsidiary or to interfere with the right of the Company or any Subsidiary to discharge any employee at any time. 21. APPLICABLE LAW. This Foreign Plan shall governed by and construed in accordance with the substantive laws (excluding the conflict of laws rules) of the Commonwealth of Massachusetts. EX-23.2 4 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 12, 1999 relating to the financial statements, which appears in the 1998 Annual Report to Shareholders of PictureTel Corporation, which is incorporated by reference in PictureTel Corporation's Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the incorporation by reference of our report dated February 12, 1999 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PRICEWATERHOUSECOOPERS LLP Boston, Massachusetts August 31, 1999 -----END PRIVACY-ENHANCED MESSAGE-----