FOURTH PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated May 4, 1999) Registration No. 333-77729
1,149,000 Shares
VTEL CORPORATION
Common Stock
$.01 par value
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This fourth prospectus supplement supplements and amends the prospectus
dated May 4, 1999, relating to 1,149,000 shares of our common stock, that may be
offered and sold from time to time by certain of our stockholders.
Our common stock is traded on the Nasdaq National Market under the symbol
"FORG." On July 18, 2001, the closing price for our common stock on the Nasdaq
National Market was $1.25.
On May 30, 2001, we announced our plan to conduct business under the name
"Forgent Corporation," and plan to change our company's name at our next meeting
of stockholders, subject to stockholder approval.
We will receive none of the proceeds from the sale of the common stock
offered by the selling stockholders. We will pay for expenses of preparing and
filing the registration statement, the prospectus, this fourth prospectus
supplement and all other prospectus supplements. The selling stockholders will
pay all selling and other expenses that they incur.
The prospectus, together with this fourth prospectus supplement,
constitutes the prospectus required to be delivered by Section 5(b) of the
Securities Act with respect to offers and sales of the shares of common stock.
All references in the prospectus to "this prospectus" are hereby amended to read
"this prospectus (as supplemented and amended)."
YOU SHOULD READ THE PROSPECTUS AND THIS PROSPECTUS SUPPLEMENT CAREFULLY
BEFORE YOU INVEST, INCLUDING THE RISK FACTORS WHICH BEGIN ON PAGE 2 OF THE
PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is July 20, 2001.
The prospectus is hereby amended to modify the table located in the section
of the prospectus entitled "Plan of Distribution; Selling Stockholder" to delete
the reference to Vosaic Company, LLC and, in lieu thereof, add the following
information:
The table below sets forth information as of July 20, 2001 concerning
beneficial ownership of the shares of the selling stockholders therein listed.
All information concerning beneficial ownership has been furnished by the
selling stockholders.
Number of Shares of Common Stock
Common Stock Number of Shares Beneficially Owned
Beneficially Owned of Common Stock After Offering(1)
Selling Stockholder Prior to Offering Offered Number Percent
------------------- ------------------- ---------------- ------ -------
Vosaic Company, LLC(2) 252,769 252,769 -- --
Stuart Johnstone 231,624 231,624 -- --
Charles G. Colby, Jr. 235,237 235,237 -- --
Roy Campbell 45,928 45,928 -- --
See-Mong Tan 33,423 33,423 -- --
Zhigang Chen 34,323 34,323 -- --
Dong Xie 4,731 4,731 -- --
Miguel Valdez 4,326 4,326 -- --
Dave Raila 3,637 3,637 -- --
Fabio Kon 934 934 -- --
Matt Younkle 688 688 - --
Chuck Thompson 199 199 -- --
Erik Simon 541 541 -- --
Doug Jones 138 138 -- --
Willy Liao 138 138 -- --
Martin Bargon 61 61 -- --
Tim Offenstein 61 61 -- --
James Wong 4,649 4,649 -- --
University of Illinois at 18,436 18,436 -- --
Urbana-Champaign
Andrew McGregor 541 541 -- --
David Kubit 258 258
<FN>
--------------------
(1) Assumes that all shares of common stock offered hereby by the selling stockholders are actually sold.
(2) The address of Vosaic is 2320 Grand Canal Venice, California 90291.
</FN>
The selling stockholders have not, nor within the past three years have the
selling stockholders had, any position, office or other material relationship
with us or any of our predecessors or affiliates, except that See Mong-Tan was
employed with us from January 26, 1999 to March 31, 2000, Miguel Valdez was
employed with us from March 8, 1999 to May 15, 2000 and James Wong was employed
with us from June 1, 1999 to May 24, 2000.
The shares of common stock beneficially owned by the selling stockholders,
together with the underlying registration rights, were acquired in a private
transaction from Vosaic. Additional selling stockholders or other information
concerning the above listed selling stockholders may be set forth from time to
time in additional prospectus supplements.