8-K

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): June 27, 2003

First Virtual Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-23305	77-0357037
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3200 Bridge Parkway, Suite 200, Redwood City, California	94065
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 801-6300

Not Applicable.
(Former name or former address, if changed since last report.)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 3.1
EXHIBIT 99.1

Item 5. Other Events.

     On June 30, 2003, First Virtual Communication, Inc. (the “Company”) announced that its Board of Directors approved a 1-for-5 reverse stock split of the Company’s outstanding common stock, effective at 5:00 PM EDT on June 27, 2003. The reverse stock split was previously approved by the Company’s stockholders at the annual meeting of stockholders held on June 13, 2003.

     The Company’s common stock began trading on the Nasdaq SmallCap Market on a post-reverse split basis as of the opening of trading on June 30, 2003. The Company’s common stock will trade under the symbol “FVCXD” from June 30, 2003 until July 29, 2003, at which point it will resume trading under the symbol “FVCX.” As a result of the reverse stock split, the shares of the Company’s common stock possess a new CUSIP number: 337484 30 7.

     To effect the reverse stock split, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware on June 26, 2003, a copy of which is attached hereto as Exhibit 3.1.

     For additional information, reference is made to the Company’s press release dated June 30, 2003, a copy of which is attached hereto as Exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

3.1	Amendment to Amended and Restated Certificate of Incorporation of First Virtual Communications, Inc.
99.1	Press release dated June 30, 2003 of First Virtual Communications, Inc.

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 hereunto duly authorized.

	FIRST VIRTUAL COMMUNICATIONS, INC.
	By:	/s/ Truman Cole
		Truman Cole Chief Financial Officer
Date: June 30, 2003

INDEX TO EXHIBITS

3.1	Amendment to Amended and Restated Certificate of Incorporation of First Virtual Communications, Inc.
99.1	Press release dated June 30, 2003 of First Virtual Communications, Inc.

EX-3.1 3 f91207exv3w1.txt EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIRST VIRTUAL COMMUNICATIONS, INC. FIRST VIRTUAL COMMUNICATIONS, INC. (the "CORPORATION"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), DOES HEREBY CERTIFY: FIRST: The name of the Corporation is First Virtual Communications, Inc., and the original name of the Corporation is First Virtual Merger Corporation. SECOND: The date on which the Corporation's original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware is October 29, 1997. The date on which the Corporation's Certificate of Ownership and Merger merging First Virtual Corporation and First Virtual Merger Corporation was filed with the Secretary of State of the State of Delaware is December 2, 1997. The date of the filing of the Corporation's Amended and Restated Certificate with the Secretary of State of the State of Delaware is May 4, 1998 (the "RESTATED CERTIFICATE"). The date of the filing of the Corporation's Certificate of Ownership and Merger merging FVC.COM, Inc. and First Virtual Corporation with the Secretary of State of the State of Delaware is August 3, 1998. The date on which the Corporation's Certificate of Designation of Series A Convertible Preferred Stock was filed with the Secretary of State of the State of Delaware is June 8, 2000. The date of the filing of the Corporation's Certificate of Ownership and Merger merging First Virtual Communications, Inc. and FVC.COM, Inc. with the Secretary of State of the State of Delaware is February 2, 2001. The date on which the Corporation's first Certificate of Amendment to the Restated Certificate was filed with the Secretary of State of the State of Delaware is June 19, 2001. THIRD: This Certificate of Amendment amends certain provisions of the Restated Certificate and has been duly adopted by the Board of Directors of the Corporation acting in accordance with the provisions of Sections 141(f) and 242 of the DGCL, and further adopted in accordance with the provisions of Sections 211 and 242 of the DGCL by the stockholders of the Corporation and shall become effective on Friday, June 27, 2003 at 5:00 p.m. EDT. FOURTH: Paragraph A of Article IV of the Amended and Restated Certificate of Incorporation shall be amended to read in its entirety as follows: "A. This corporation is authorized to issue two classes of stock to be designated, respectively, "COMMON STOCK" and "PREFERRED STOCK." The total number of shares which the corporation is authorized to issue is One Hundred Five Million (105,000,000) shares. One Hundred Million (100,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($0.001). Five Million (5,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($0.001). Upon the filing of this Certificate of Amendment, every five (5) shares of Common Stock outstanding shall be combined into one (1) share of Common Stock; provided however, that the Corporation shall issue no fractional shares of Common Stock, but shall instead pay to any stockholder who would be entitled to receive a fractional share as a result of the actions set forth herein a sum in cash equal to the fair market value of the shares constituting such fractional share based upon the closing sales price of the Corporation's Common Stock as reported on the Nasdaq SmallCap Market as of the date this Certificate of Amendment is filed with the Secretary of the State of Delaware." IN WITNESS WHEREOF, First Virtual Communications, Inc. has caused this Certificate of Amendment to be signed by its Chief Executive Officer and President as of June 26, 2003. FIRST VIRTUAL COMMUNICATIONS, INC. By: /s/ Jonathan G. Morgan --------------------------------------- Jonathan G. Morgan Chief Executive Officer and President EX-99.1 4 f91207exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 [FIRST VIRTUAL COMMUNICATIONS LOGO] PRESS RELEASE CONTACT: Truman Cole Chief Financial Officer 650-801-6500 tcole@fvc.com CONTACT: Julia Schloss Investor Relations 650-801-6500 jschloss@fvc.com FIRST VIRTUAL COMMUNICATIONS ANNOUNCES A REVERSE STOCK SPLIT Redwood City, California - June 30, 2003 - First Virtual Communications (Nasdaq: FVCXD), a premier provider of rich media web conferencing and collaboration solutions, today announced that, its Board of Directors approved a 1-for-5 reverse split of the Company's common stock, effective at 5:00 pm EDT on June 27, 2003, with trading commencing on a post-reverse split basis on market open on Monday June 30, 2003. The reverse split was previously approved by the stockholders at the Company's June 13, 2003 Annual Stockholders Meeting, "Over the past year many companies have successfully used a reverse split as an effective tool in their overall capital structure planning. Therefore, I view the decision to reduce the number of shares in First Virtual Communications as a very positive action," said Jonathan Morgan, President & Chief Executive Officer. "I believe that the Company will be better positioned to gain concrete institutional ownership for its publicly traded shares, and that with this action we have increased the likelihood of attracting some quality analytical coverage in support of those institutional investors." As of 5:00 pm EDT on June 27, 2003, each five shares of the Company's outstanding common stock was automatically combined and converted into one share of common stock. In addition, the Company made adjustments to its outstanding options and warrants to reflect the reverse split. The Company's common stock will trade under the symbol "FVCXD" from June 30, 2003 until July 29, 2003, at which point it will revert to "FVCX." About First Virtual Communications Headquartered in Redwood City, California, First Virtual Communications is a premier provider of next generation web conferencing and collaboration solutions. It delivers award-winning integrated communications solutions that address the needs of business people who need to work together remotely to collaborate, train, demonstrate or sell. The Company has defined the next generation of web conferencing by adding optional video with easier enterprise deployment and a potentially greater return on investment. The Company's Click to Meet(TM) products provide business quality communication by supporting a wide range of industry standards and work in existing customer environments. The Company's solutions integrate seamlessly with existing tools and methodologies, such as email and web browsing, while extending the advantages of instant messaging and collaboration environments, such as MSN Messenger and Microsoft Exchange. The Company's innovative solutions are deployed in over 1,400 customer sites worldwide, including Fortune 500 companies, government agencies and service providers with installations of up to 8,000 seats. Additional information about First Virtual Communications can be found on the Web at http://www.fvc.com. CAUTIONARY STATEMENT Except for the historical information contained herein, this news release contains forward-looking statements, including, without limitation, statements containing the words, "believes," "anticipates," "expects" and words of similar import. Such forward-looking statements have known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of First Virtual Communications, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others: the impact of the reverse stock split on the common stock price and the Company's ability to attract institutional ownership and analyst coverage, the success of and timely release of Click to Meet(TM) products, the continued increase in sales of the Company's Click to Meet(TM) and Conference Server products, First Virtual Communications' variability of operating results, market acceptance of web conferencing technology, potential inability to maintain business relationships with integrators, distributors and suppliers, rapid technological changes, competition and consolidation in the web conferencing industry, the importance of attracting and retaining personnel, and other risk factors referenced in First Virtual Communications' public filings with the Securities and Exchange Commission, including the Company's report on Form 10-Q for the three months ended March 31, 2003. All trademarks are recognized. ### -----END PRIVACY-ENHANCED MESSAGE-----

EX-3.1

                                                                     Exhibit 3.1

                           CERTIFICATE OF AMENDMENT OF
              AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
                       FIRST VIRTUAL COMMUNICATIONS, INC.

      FIRST VIRTUAL COMMUNICATIONS, INC. (the "CORPORATION"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "DGCL"), DOES HEREBY CERTIFY:

      FIRST: The name of the Corporation is First Virtual Communications, Inc.,
and the original name of the Corporation is First Virtual Merger Corporation.

      SECOND: The date on which the Corporation's original Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware is
October 29, 1997. The date on which the Corporation's Certificate of Ownership
and Merger merging First Virtual Corporation and First Virtual Merger
Corporation was filed with the Secretary of State of the State of Delaware is
December 2, 1997. The date of the filing of the Corporation's Amended and
Restated Certificate with the Secretary of State of the State of Delaware is May
4, 1998 (the "RESTATED CERTIFICATE"). The date of the filing of the
Corporation's Certificate of Ownership and Merger merging FVC.COM, Inc. and
First Virtual Corporation with the Secretary of State of the State of Delaware
is August 3, 1998. The date on which the Corporation's Certificate of
Designation of Series A Convertible Preferred Stock was filed with the Secretary
of State of the State of Delaware is June 8, 2000. The date of the filing of the
Corporation's Certificate of Ownership and Merger merging First Virtual
Communications, Inc. and FVC.COM, Inc. with the Secretary of State of the State
of Delaware is February 2, 2001. The date on which the Corporation's first
Certificate of Amendment to the Restated Certificate was filed with the
Secretary of State of the State of Delaware is June 19, 2001.

      THIRD: This Certificate of Amendment amends certain provisions of the
Restated Certificate and has been duly adopted by the Board of Directors of the
Corporation acting in accordance with the provisions of Sections 141(f) and 242
of the DGCL, and further adopted in accordance with the provisions of Sections
211 and 242 of the DGCL by the stockholders of the Corporation and shall become
effective on Friday, June 27, 2003 at 5:00 p.m. EDT.

      FOURTH: Paragraph A of Article IV of the Amended and Restated Certificate
of Incorporation shall be amended to read in its entirety as follows:

            "A. This corporation is authorized to issue two classes
            of stock to be designated, respectively, "COMMON STOCK"
            and "PREFERRED STOCK." The total number of shares which
            the corporation is authorized to issue is One Hundred
            Five Million (105,000,000) shares. One Hundred Million
            (100,000,000) shares shall be Common Stock, each having
            a par value of one-tenth of one cent ($0.001). Five
            Million (5,000,000) shares shall be Preferred Stock,
            each having a par value of one-tenth of one cent
            ($0.001). Upon the filing of this Certificate of
            Amendment, every five (5) shares of Common Stock
            outstanding shall be combined into one (1) share

            of Common Stock; provided however, that the Corporation
            shall issue no fractional shares of Common Stock, but
            shall instead pay to any stockholder who would be
            entitled to receive a fractional share as a result of
            the actions set forth herein a sum in cash equal to the
            fair market value of the shares constituting such
            fractional share based upon the closing sales price of
            the Corporation's Common Stock as reported on the Nasdaq
            SmallCap Market as of the date this Certificate of
            Amendment is filed with the Secretary of the State of
            Delaware."

      IN WITNESS WHEREOF, First Virtual Communications, Inc. has caused this
Certificate of Amendment to be signed by its Chief Executive Officer and
President as of June 26, 2003.

                                   FIRST VIRTUAL COMMUNICATIONS, INC.

                                   By: /s/ Jonathan G. Morgan
                                       ---------------------------------------
                                         Jonathan G. Morgan
                                         Chief Executive Officer and President

EX-99.1

                                                                    Exhibit 99.1

[FIRST VIRTUAL COMMUNICATIONS LOGO]

                                                                   PRESS RELEASE

CONTACT:
Truman Cole
Chief Financial Officer
650-801-6500
tcole@fvc.com

CONTACT:
Julia Schloss
Investor Relations
650-801-6500
jschloss@fvc.com

          FIRST VIRTUAL COMMUNICATIONS ANNOUNCES A REVERSE STOCK SPLIT

Redwood City, California - June 30, 2003 - First Virtual Communications (Nasdaq:
FVCXD), a premier provider of rich media web conferencing and collaboration
solutions, today announced that, its Board of Directors approved a 1-for-5
reverse split of the Company's common stock, effective at 5:00 pm EDT on June
27, 2003, with trading commencing on a post-reverse split basis on market open
on Monday June 30, 2003. The reverse split was previously approved by the
stockholders at the Company's June 13, 2003 Annual Stockholders Meeting,

"Over the past year many companies have successfully used a reverse split as an
effective tool in their overall capital structure planning. Therefore, I view
the decision to reduce the number of shares in First Virtual Communications as a
very positive action," said Jonathan Morgan, President & Chief Executive
Officer. "I believe that the Company will be better positioned to gain concrete
institutional ownership for its publicly traded shares, and that with this
action we have increased the likelihood of attracting some quality analytical
coverage in support of those institutional investors."

As of 5:00 pm EDT on June 27, 2003, each five shares of the Company's
outstanding common stock was automatically combined and converted into one share
of common stock. In addition, the Company made adjustments to its outstanding
options and warrants to reflect the reverse split. The Company's common stock
will trade under the symbol "FVCXD" from June 30, 2003 until July 29, 2003, at
which point it will revert to "FVCX."

About First Virtual Communications

Headquartered in Redwood City, California, First Virtual Communications is a
premier provider of next generation web conferencing and collaboration
solutions. It delivers award-winning integrated communications solutions that
address the needs of business people who need to work together remotely to
collaborate, train, demonstrate or sell. The Company has defined the next
generation of web conferencing by adding optional video with easier enterprise
deployment and a potentially greater return on investment. The Company's Click
to Meet(TM) products provide business quality communication by supporting a wide
range of industry standards and work in existing customer environments. The
Company's solutions integrate seamlessly with existing tools and methodologies,
such as email and web browsing, while extending the advantages of instant
messaging and collaboration environments, such as MSN Messenger and Microsoft
Exchange. The Company's innovative solutions are deployed in over 1,400 customer
sites worldwide, including Fortune 500 companies, government agencies and
service providers with installations of up to 8,000 seats. Additional
information about First Virtual Communications can be found on the Web at
http://www.fvc.com.

CAUTIONARY STATEMENT

Except for the historical information contained herein, this news release
contains forward-looking statements, including, without limitation, statements
containing the words, "believes," "anticipates," "expects" and words of similar
import. Such forward-looking statements have known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of First Virtual Communications, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others: the impact of the reverse stock split on the common stock price
and the Company's ability to attract institutional ownership and analyst
coverage, the success of and timely release of Click to Meet(TM) products, the
continued increase in sales of the Company's Click to Meet(TM) and Conference
Server products, First Virtual Communications' variability of operating results,
market acceptance of web conferencing technology, potential inability to
maintain business relationships with integrators, distributors and suppliers,
rapid technological changes, competition and consolidation in the web
conferencing industry, the importance of attracting and retaining personnel, and
other risk factors referenced in First Virtual Communications' public filings
with the Securities and Exchange Commission, including the Company's report on
Form 10-Q for the three months ended March 31, 2003.

                         All trademarks are recognized.

                                       ###