FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2001
GENESYS S.A.
(Exact name of registrant as specified in its charter)
LE REGENT, 4 RUE JULES FERRY BP 1145, 34008 MONTPELLIER CEDEX 01, FRANCE
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
----- -----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
----- -----
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_______________
GENESYS CONFERENCING COMPLETES VIALOG ACQUISITION
Montpellier, France--April 25, 2001--Genesys S.A. (Euronext: 3955) today
announced that is has completed its acquisition of Vialog Corporation (AMEX: VX)
in exchange for its American Depositary Shares (ADSs) and that its ADSs will
begin trading on the Nasdaq National Market under the symbol "GNSY" on April 26,
2001.
VIALOG ACQUISITION POSITIONS GENESYS CONFERENCING AS NO.1 CONFERENCING
SPECIALIST IN THE UNITED STATES AND REINFORCES THE GROUP'S WORDLWIDE LEADERSHIP
Genesys' acquisition of Vialog, the leading independent conferencing company in
the United States, was completed on April 25, 2001. The combination has created
the world's leading conferencing specialist operating in the North America,
Europe and Asia Pacific regions, offering a complete range of state-of-the-art
virtual group communication services to over 16,000 customers in 16 countries.
Genesys and Vialog have signed a definitive agreement with BNP Paribas, CIBC
World Markets and Fortis Bank and consummated the credit facility to refinance
their debt in the total amount of U.S.$ 125 million. Vialog's existing U.S.$90
million debt has been refinanced at an average rate of LIBOR + 240 basis points
over five years, which is expected to generate approximately U.S. $4.5 million
of annual cash interest expense savings.
Vialog's shareholders will receive Genesys ADSs in exchange for their Vialog
shares at an exchange ratio of 0.6703 ADSs for each Vialog share, resulting in
approximately 24.65 % ownership of Genesys' outstanding shares. Each Genesys ADS
is equivalent to one-half of a Genesys ordinary share. Based on the 10 day
weighted average price of Genesys shares ending April 23, 2001, the transaction
value is approximately U.S.$158 million, which includes approximately U.S.$90
million of Vialog debt as of March 31, 2001.
INTEGRATION PLANS UNDER WAY
Genesys has confirmed that upon closing Kim Mayyasi, former Chief Executive
Officer of Vialog, has become Chief Executive Officer of Genesys' North American
combined operations and will report to Jim Huzell, Chief Operating Officer of
the Group. Margie Medalle, former Chief Executive Officer of Genesys' North
American operations, has become President and Chief Operating Officer of Genesys
North American combined operations and will report to Mr. Mayyasi. Integration
teams representing all functional areas of both companies have been planning
integration programs since November 2000. Most plans are underway and should
start generating efficiencies in 2001. Genesys is expecting approximately US $ 2
million of annual operating savings from the implementation of these programs.
"Our vision is to become the premiere service provider in the global
conferencing market and to continue the development of technologies that
represent the future of virtual group communications," stated Francois Legros,
Genesys' Chairman and Chief Executive Officer. "The acquisition of Vialog almost
doubles the number of users of our services and makes us the No. 1 conferencing
specialist in North America."
Q1 EARNINGS
Genesys announced that it expects to release first-quarter revenues and
preliminary unaudited combined first-quarter results for Genesys and Vialog on
Tuesday, May 3, 2001 before the market opens in France.
For more information about the Vialog acquisition
www.genesys.com/vialog
ABOUT GENESYS CONFERENCING:
Founded in 1986, Genesys Conferencing is the world's leading conferencing
specialist : audio conferencing, data conferencing, video conferencing and
webstreaming. Working in a rapidly growing market and enjoying unique world-wide
coverage as a result of its geographic expansion policy, Genesys Conferencing
has established its advanced technology in 16 countries throughout Europe, Asia
Pacific and the United States. Genesys Conferencing's ordinary shares are listed
on the Nouveau Marche in Paris (Euronext: 3955). Genesys Conferencing's revenue
has grown by 24 times, internally and through acquisitions, over the past five
years. The company's average yearly revenue growth rate during that same time
span was 89 percent.
In 2000, Genesys Conferencing's revenue amounted to approximately euros 92.4
million, a 95% growth rate since 1999.
ABOUT VIALOG:
Vialog is a leading provider of teleconferencing and messaging, services
including audioconferencing, videoconferencing, web conferencing, voicemail
broadcast, e-mail broadcast and fax broadcast. Vialog helps its more than 6,000
corporate customers communicate more professionally, efficiently and effectively
by delivering superior customer service and an extensive range of enhanced and
customized conferencing solutions.
AT GENESYS
Pierre SCHWICH Marine BRUN Florence CATEL
EVP, Finance Shareholder and Investor Relations Press Relations
Tel: +33 4 67 06 27 55 Tel : + 33 4 67 06 75 17 Tel : + 33 4 67 06 27 49
Pierre.schwich@genesys.com investor@genesys.com florence.catel@genesys.com
AT VIALOG
Mike Savage Paul Joyal
Chief Financial Officer Press Relations
Tel: 781-761-6200 Tel : 781 761 62 00
Msavage@vialog.com pjoyal@vialog.com
SEC FILINGS
Genesys has filed a registration statement on Form F-4 (Nos. 333-55392 and
333-57464) with the United States Securities and Exchange Commission. The Form
F-4 contains a proxy statement/prospectus which contains important information
about Genesys, Vialog, the Vialog transaction and related matters. Investors and
stockholders should read the proxy statement/prospectus and the other documents
filed with the US SEC in connection with the Vialog transaction carefully before
they make any decision with respect to the Vialog transaction. A copy of the
merger agreement with respect to the Vialog transaction has been filed by Vialog
as an exhibit to its Form 8-K dated October 2, 2000. The Form F-4, the proxy
statement/prospectus, the Form 8-K and all other documents filed with the US SEC
in connection with the transaction are available free of charge at the US SEC's
web site at www.sec.gov. In addition, the proxy statement/prospectus, the Form
8-K and all other documents filed with the US SEC in connection with the Vialog
transaction will be made available to investors free of charge by calling or
writing to:
GENESYS S.A.
PIERRE SCHWICH
Chief Financial Officer
4 Rue Jules Ferry, BP 1145
34008 Montpellier, Cedex 1, France
Phone: 33 4 67 06 27 55
Email: pierre.schwich@genesys.com
VIALOG CORPORATION
MICHAEL E. SAVAGE
Chief Financial Officer
32 Crosby Drive
Bedford, MA 01730
Phone: 781-761-6200
Email: msavage@vialog.com
In addition to the Form F-4, the proxy statement/prospectus and the other
documents filed with the US SEC in connection with the Vialog transaction,
Vialog and Genesys are obligated to file reports, statements and other
information with the US SEC. You may read and copy any reports, statements and
other information filed with the US SEC at the US SEC's public reference rooms
at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the other public
reference rooms in New York, New York and Chicago, Illinois. Please call the US
SEC at 1-800-SEC-0330 for further information on public reference rooms. Filings
with the US SEC also are available to the public from commercial
document-retrieval services and at the web site maintained by the US SEC at
http//www.sec.gov.
Forward-Looking Statements
This release contains statements that constitute forward looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward looking statements are statements other than historical information or
statements of current condition. These statements appear in a number of places
in this release and include statements concerning the parties' intent, belief or
current expectations regarding future events and trends affecting the parties'
financial condition or results of operations. Forward looking statements are not
guarantees of future performance and involve risks and uncertainties, and actual
results may differ materially from those in the forward looking statements as a
result of various factors. Although management of the parties believe that their
expectations reflected in the forward looking statements are reasonable based on
information currently available to them, they cannot assure you that the
expectations will prove to have been correct. Accordingly, you should not place
undue reliance on these forward looking statements. In any event, these
statements speak only as of the date of this release. Except to the extent
required by law, the parties undertake no obligation to revise or update any of
them to reflect events or circumstances after the date of this release, or to
reflect new information or the occurrence of unanticipated events.
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, thereunto duly authorized.
Dated: April 26, 2001
GENESYS SA
By: /s/ Pierre Schwich
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Name: Pierre Schwich
Title: Chief Financial Officer