Document is copied.
Filed by First Virtual Communications, Inc. pursuant to Rule 425 under the
Securities Act of 1933.
Subject Company: CUseeMe Networks, Inc. Commission File No.: 000-21415
[PictureTel Logo] [1st Virtual Communications Logo] [CUseeMe Networks Logo]
NEWS RELEASE
Contact:
For PictureTel For First Virtual: For CUseeMe Networks:
Nicole Burdette/Kevin Caviston Melissa Malley Tanya Prather
O'Keeffe & Company, Inc. First Virtual CUseeMe Networks
(610) 325-6553, ext. 13 (408) 330-7315 (603) 886-9050 ext 359
PICTURETEL, FIRST VIRTUAL COMMUNICATIONS, AND CUSEEME NETWORKS
ANNOUNCE AGREEMENT FOR A STRATEGIC ALLIANCE
PARTNERS TO INTEGRATE TECHNOLOGY AND MARKETING PROGRAMS TO DELIVER THE
INDUSTRY'S FIRST END-TO-END RICH MEDIA COMMUNICATIONS SOLUTION
ANDOVER, MA, SANTA CLARA, CA, AND NASHUA, NH, MAY 8, 2001 - PictureTel(R)
Corporation (NASDAQ: PCTL), FirsT Virtual Communications (NASDAQ: FVCX), and
CUseeMe Networks (NASDAQ: CUSM) today announced an agreement for a strategic
technology, marketing, and distribution alliance that is expected to deliver the
industry's most powerful end-to-end rich media collaboration solution for
enterprises and service providers.
By combining the three companies' best-of-breed audio, video, web
collaboration, application server, multipoint server and client technologies,
this strategic alliance is expected to create the most scalable and functional
rich media communications solution on the market.
"Today's announcement underscores our commitment to deliver a full
spectrum of multi-media collaboration solutions incorporating iPower(TM),"
states Dr. Norman Gaut, PictureTel's chairman of the board and chief executive
officer. "This partnership will result in the first true fully integrated,
end-to-end solution that will simplify the implementation, management, and
utilization of rich media collaboration capabilities at the enterprise level.
Importantly, we will take advantage of the combined strength of our global
direct and multi-level distribution channels to significantly expand our
delivery of these industry leading products."
Under the terms of the letter of agreement executed today, PictureTel
will provide engineering personnel and a license for its PurePoint(TM) rich
media communications solution to First Virtual Communications, which will
integrate its key features into First Virtual Communication's Click To Meet(TM)
platform.
- more -
In addition, the Companies will cross-license their unique
technologies, including iPower and the CUseeMe Networks' software video client,
for integration into each party's products, enabling the delivery of a fully
integrated and complementary end-to-end solution. Specific financial terms were
not disclosed. However, in consideration of technology, marketing, and sales
contributions, PictureTel will receive warrants of up to 15 percent of First
Virtual Communications' current outstanding common stock, exercisable upon
PictureTel's achievement of specified milestones.
"Our mission is to change the way people communicate. This is no simple
task. Each of our three companies has approached the challenge with a different
set of capabilities. Only by combining our efforts will we accelerate the
delivery of a solution that our customers require to make collaboration seamless
and simple," states Ralph Ungermann, chairman of the board and chief executive
officer, First Virtual Communications. "We are 100 percent committed to
delivering an end-to-end enterprise and service provider solution and are
continuing our expansion into the consumer market. Our merger with CUseeMe
Networks and our agreement for an alliance with PictureTel, announced today, are
critical steps towards achieving these goals."
PictureTel's PurePoint is a web-based bridge control application that
uses directories, calendars, and messenger services to automate point-to-point
and multipoint conferences. Click to Meet, with its simple point-and-click
interface, is a gatekeeper-based application and management platform that
seamlessly integrates videoconferencing, streaming, and data collaboration into
an easy-to-use, web-based rich media communications solution. The CUseeMe(R)
Videoware solution, a complete software-based rich media communications
environment from CUseeMe Networks that interfaces with existing messaging and
collaboration environments such as Microsoft(R) Exchange(TM), will be integrated
with First Virtual's Click to Meet as part of the merger announced recently
between the two companies.
The agreement also provides for integration with CUseeMe Networks'
award-winning Multipoint Control Unit (MCU), the CUseeMe Conference Server. When
coupled with CUseeMe Networks' powerful web-based software video client, the
CUseeMe Conference Server addresses the needs of the enterprise desktop and
consumer markets by providing robust and cost-effective solutions for
large-scale deployment.
"Organizations around the world and across vertical market sectors are
racing to figure out how to make best use of their in-demand knowledge resources
to achieve competitive advantage," states Killko Caballero, chairman of the
board, chief executive officer, and president, CUseeMe Networks. "We believe
there is no question that these collaboration tools will be a business
necessity. Working together, our companies are well positioned to take advantage
of this growing market."
The collaboration is subject to the completion of the merger between
CUseeMe Networks and First Virtual Communications. The definitive agreement for
the collaboration is expected to be executed by the parties by August 1, 2001.
DELIVERING A COMPLETE RICH MEDIA CUSTOMER SOLUTION
Together, the organizations plan to deliver the industry's first
integrated end-to-end rich media communications solution, which will include:
- more -
- Application servers that automate management of video and
audio telephony, data collaboration, and streaming across IP,
ISDN, DSL, PSTN, and ATM networks
- Scheduling, directory, and messenger services
- Conference room and desktop clients
- Multi-point conferencing units, gateways, and gatekeepers
Most important, the alliance is expected to deliver significant
benefits for the customer. First, through the combination of PurePoint and
Click to Meet, end users will have access to the most functional and scalable
rich media management application on the market today. Secondly, the
incorporation of the iPower feature set into all jointly offered products
(end-point, MCU, gateway, gatekeeper, application server) is expected to
provide the world's first end-to-end rich media solution that should allow
customers to benefit from the superior features of iPower in multipoint as
well as point-to-point conferences. This means that customers may expect to
collaborate using 14kHz Siren(TM) audio and engage the power and simplicity
of People+Content(TM) in bridged calls, while enjoying the additional
automation/control benefits of Click to Meet. Thirdly, customers may expect
to see new products coming to market faster and with richer feature sets as
the three companies focus on their core development strengths and collaborate
to eliminate development overlap.
"End users have clearly been asking for an end-to-end rich media
collaboration solution for the enterprise that is easy to deploy and simple to
use," states Dr. S. Ann Earon, president, Telemanagement Resources
International. "This alliance and the commitment to cooperation between
PictureTel, CUseeMe Networks, and First Virtual Communications makes great
sense."
The parties have agreed to engage in a worldwide strategic marketing
effort to drive the expansion of the market. All parties have agreed to sell
each other's products, in addition to the new products to be developed by the
partnership, in bundled and stand-alone configurations specific to their
respective customers' requirements. Harnessing the combined global distribution
capabilities of the three organizations, customers are expected to have access
to the most advanced portfolio of collaboration solutions and services in the
industry.
In March 2001, First Virtual Communications and CUseeMe Networks
announced that they have agreed to merge to create one of the market's leading
rich media communications providers. The merged company will retain the name
First Virtual Communications, Inc. By harnessing First Virtual's expertise in
broadband rich media networking and CUseeMe Networks' state-of-the-art
software-based visual collaboration technologies, the combined company plans to
deliver integrated end-to-end solutions seamlessly across multiple network
types, including IP, ISDN, ATM, PSTN, and DSL to enterprises, service providers,
and consumer markets worldwide.
Greenbridge Partners LLC acted as exclusive financial advisor to
PictureTel and FVC in connection with the strategic alliance.
ABOUT PICTURETEL
PictureTel Corporation (NASDAQ: PCTL) is the world leader in developing,
manufacturing, and marketing a full range of visual- and audio- collaboration
platforms. PictureTel markets network conferencing servers in addition to the
complete range of end-point products and delivers a global capability to
service, support, and provide complete solutions for customers needing rich
media communications. PictureTel is fundamentally in the business of eliminating
the barrier of distance, enabling people to be ANYWHERE NOW(TM). For more
information, visit www.picturetel.com.
- more -
ABOUT FIRST VIRTUAL COMMUNICATIONS
First Virtual Communications, Inc. (NASDAQ: FVCX) is a leader in rich
media communications solutions, providing systems and services that enable
system integrators and service providers to deliver an integrated suite of
collaboration applications to their enterprise customers. First Virtual
Communications also delivers solutions directly to corporate and public sector
enterprises. The company's flagship product, Click to Meet(TM), is the
industry's communications platform for high quality, face-to-face
e-collaboration. It is designed to seamlessly integrate video and audio
telephony, data collaboration, and streaming across IP, ISDN, DSL, and ATM
networks. Click to Meet provides the optimal platform for delivering a new
generation of video enabled B2B web applications, for commerce, distance
learning, telemedicine, federal and state governments, and the judiciary.
Further information about the company is available at http://www.fvc.com.
ABOUT CUSEEME NETWORKS
CUseeMe Networks (NASDAQ: CUSM) is a leading provider of innovative
technologies that enable voice and visual communications over IP-based networks.
CUseeMe Networks provides cost-effective, integrated end-to-end software
solutions for large-scale deployments of video collaboration to enterprise
desktops. With over a decade of IP-based communications experience, CUseeMe
Networks is the pioneer in interactive voice, video, and data collaboration. Its
award-winning technology facilitates standards-based collaborative
communications, both one-on-one and in groups, over corporate intranets, virtual
private networks (VPNs), and the open Internet. Products such as the CUseeMe
Conference Server, a software-based multipoint control unit (MCU), and CUseeMe
Videoware, a complete end-to-end solution for integrated rich media
communications, provide maximum flexibility, seamless integration, and
scalability, in combination with outstanding performance, reliability, and
features. The company's desktop conferencing solutions are integrated seamlessly
into popular enterprise messaging and collaboration environments such as
Microsoft Exchange. CUseeMe Networks partners with resellers, integrators and
service providers to deploy its solutions worldwide. Information about CUseeMe
Networks can be found on the web at http://www.cuseeme.com.
# # #
Cautionary statements:
FIRST VIRTUAL COMMUNICATIONS: 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: FIRST VIRTUAL COMMUNICATIONS'
LIMITED OPERATING HISTORY AND VARIABILITY OF OPERATING RESULTS, FIRST VIRTUAL
COMMUNICATIONS' RECENT LAUNCH OF ITS BROADBAND VIDEO SERVICES OFFERING, MARKET
ACCEPTANCE OF VIDEO TECHNOLOGY, FIRST VIRTUAL COMMUNICATIONS' DEPENDENCE ON ATM
BACKBONE TECHNOLOGY, POTENTIAL INABILITY TO MAINTAIN BUSINESS RELATIONSHIPS WITH
TELECOMMUNICATIONS CARRIERS, DISTRIBUTORS AND SUPPLIERS, RAPID TECHNOLOGICAL
CHANGES, COMPETITION AND CONSOLIDATION IN THE VIDEO NETWORKING INDUSTRY, THE
IMPORTANCE OF ATTRACTING AND RETAINING PERSONNEL, MANAGEMENT OF FIRST VIRTUAL
COMMUNICATIONS' GROWTH, THE RISK THAT THE MERGER WITH CUSEEME NETWORKS WILL NOT
BE COMPLETED AS ANTICIPATED AND THAT THE TWO COMPANIES MAY NOT BE SUCCESSFULLY
INTEGRATED, THE FAILURE OF THE PARTIES TO EXECUTE A DEFINITIVE COLLABORATION
AGREEMENT, AND OTHER RISK FACTORS REFERENCED IN FIRST VIRTUAL
- more -
COMMUNICATIONS' PUBLIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING THE COMPANY'S REPORT ON FORM-10 K FOR THE YEAR ENDED DECEMBER 31,
2000.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED MERGER BETWEEN FIRST VIRTUAL COMMUNICATIONS AND CUSEEME
NETWORKS, INC. WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION. THE PROXY STATEMENT/PROSPECTUS WILL BE FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BY FIRST VIRTUAL COMMUNICATIONS,
INC. AND CUSEEME NETWORKS, INC. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE
COPY OF THE PROXY STATEMENT/PROSPECTUS (WHEN IT IS AVAILABLE) AND OTHER
DOCUMENTS FILED WITH THE COMMISSION AT THE COMMISSION'S WEB SITE AT
HTTP://WWW.SEC.GOV. THE PROXY STATEMENT/PROSPECTUS AND THESE OTHER DOCUMENTS MAY
ALSO BE OBTAINED FOR FREE FROM FIRST VIRTUAL COMMUNICATIONS, INC. AND CUSEEME
NETWORKS, INC.
FIRST VIRTUAL COMMUNICATIONS, INC. AND CUSEEME NETWORKS, INC., AND THEIR
RESPECTIVE EXECUTIVE OFFICERS AND DIRECTORS MAY BE DEEMED TO BE PARTICIPANTS IN
THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF FIRST VIRTUAL COMMUNICATIONS,
INC. AND CUSEEME NETWORKS, INC. WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY
THE MERGER AGREEMENT. INFORMATION REGARDING SUCH OFFICERS AND DIRECTORS IS
INCLUDED IN FIRST VIRTUAL COMMUNICATIONS, INC.'S PROXY STATEMENT FOR ITS 2000
ANNUAL MEETING OF STOCKHOLDERS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 30, 2000 AND CUSEEME NETWORKS, INC.'S PROXY STATEMENT FOR ITS 2000
ANNUAL MEETING OF STOCKHOLDERS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 28, 2000. THESE DOCUMENTS ARE AVAILABLE FREE OF CHARGE AT THE
SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV AND FROM
FIRST VIRTUAL COMMUNICATIONS, INC. AND CUSEEME NETWORKS, INC.
PICTURETEL: THIS RELEASE CONTAINS FORWARD LOOKING STATEMENTS ABOUT PICTURETEL'S
TECHNOLOGY AND ITS PARTICIPATION IN THE STRATEGIC ALLIANCE. ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM PROJECTED RESULTS THAT ARE EXPRESSED OR IMPLIED BY SUCH
FORWARD LOOKING STATEMENTS DUE TO MANY FACTORS SUCH AS, FOR EXAMPLE, COMPETITIVE
PRESSURES, CHANGES IN TECHNOLOGY, THE FAILURE OF THE PARTIES TO EXECUTE A
DEFINITIVE AGREEMENT, THE DIFFICULTY IN FORECASTING IN OVERSEAS MARKETS AND
INDIRECT CHANNELS. ADDITIONAL INFORMATION CONCERNING RISKS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER IS CONTAINED IN THE PICTURETEL'S ANNUAL REPORT ON FORM
10-K AND ITS FORM 10-Q AS FILED WITH THE SEC. PICTURETEL UNDERTAKES NO
OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT
OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
PictureTel is a registered trademark of PictureTel Corporation. PictureTel 900
Series, iPower, and Anywhere Now are trademarks of PictureTel Corporation, and
PurePoint is a trademark of 1414c, Inc., a subsidiary of PictureTel Corp.
All other terms and product names may be trademark or registered trademarks of
their respective owners.
- more -
WHERE YOU CAN FIND MORE INFORMATION
Investors and security holders are urged to read the Proxy Statement/Prospectus
regarding the proposed merger when it becomes available because it will contain
important information about the transaction. The Proxy Statement/Prospectus will
be filed with the Securities and Exchange Commission by First Virtual
Communications, Inc. and CUseeMe Networks, Inc. Investors and security holders
may obtain a free copy of the Proxy Statement/Prospectus (when it is available)
and other documents filed with the Commission at the Commission's web site at
http://www.sec.gov. The Proxy Statement/Prospectus and these other documents may
also be obtained for free from First Virtual Communications, Inc. and CUseeMe
Networks, Inc.
First Virtual Communications, Inc. and CUseeMe Networks, Inc., and their
respective executive officers and directors may be deemed to be participants in
the solicitation of proxies from stockholders of First Virtual Communications,
Inc. and CUseeMe Networks, Inc. with respect to the transactions contemplated by
the merger agreement. Information regarding such officers and directors is
included in First Virtual Communications, Inc.'s Proxy Statement for its 2000
Annual Meeting of Stockholders filed with the Securities and Exchange Commission
on March 30, 2000 and CUseeMe Networks, Inc.'s Proxy Statement for its 2000
Annual Meeting of Stockholders filed with the Securities and Exchange Commission
on March 28, 2000. These documents are available free of charge at the
Securities and Exchange Commission's web site at http://www.sec.gov and from
First Virtual Communications, Inc. and CUseeMe Networks, Inc.