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 19, 2001
FIRST VIRTUAL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-23305 77-0357037
(Commission File No.) (IRS Employer Identification No.)
3393 OCTAVIUS DRIVE
SANTA CLARA, CALIFORNIA 95054
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 567-7200
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 19, 2001 (the "Closing Date"), First Virtual Communications,
a Delaware corporation ("First Virtual Communications"), completed the
acquisition of CUseeMe Networks, Inc., a Delaware corporation ("CUseeMe").
The acquisition was effected in accordance with the Agreement and Plan of
Merger and Reorganization (the "Merger Agreement"), dated as of March 22,
2001, by and among First Virtual Communications, FVC Acquisition Corp., a
Delaware corporation and wholly-owned subsidiary of First Virtual
Communications ("Merger Sub"), and CUseeMe, pursuant to which Merger Sub was
merged with and into CUseeMe, and CUseeMe became a wholly-owned subsidiary of
First Virtual Communications (the "Merger"). The Merger is intended to
qualify as a tax-free reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended, and will be accounted for as a
purchase. A copy of the Merger Agreement is included hereto as Exhibit 2.1
and is incorporated herein by reference.
At the effective time of the Merger, each outstanding share of CUseeMe
common stock was converted into the right to receive 1.254 shares of First
Virtual Communications common stock. In addition, First Virtual Communications
assumed all of the outstanding options and a warrant to purchase capital stock
of CUseeMe in connection with the Merger, and such options and warrant are now
exercisable for shares of First Virtual Communications common stock, with
appropriate adjustment to exercise price and share numbers based on the exchange
ratio.
As a result of the Merger, First Virtual Communications issued
approximately 15,599,390 shares of its common stock and assumed options and a
warrant to purchase approximately 4,109,888 shares of its common stock.
A further description of the completion of the Merger is set forth
in the press release issued by the Company, dated June 19, 2001, a copy of
which is included hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The audited and interim unaudited financial statements of
CUseeMe required by this item will be filed by amendment to
this Current Report on Form 8-K not later than 60 days after
the date that the initial report on this Form 8-K must be
filed.
(b) PRO FORMA FINANCIAL INFORMATION
The pro forma financial information required by this item will
be filed by amendment to this Current Report on Form 8-K not
later than 60 days after the date that the initial report on
this Form 8-K must be filed.
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(c) EXHIBITS.
2.1 Agreement and Plan of Merger and Reorganization,
dated as of March 22, 2001, by and among First
Virtual Communications, Inc., FVC Acquisition Corp.
and CUseeMe Networks, Inc. (1)
99.1 Press release dated June 19, 2001.
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(1) Incorporated by reference to Exhibit 99.1 filed with
the Company's Current report on Form 8-K dated April 4,
2001.
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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, thereunto duly authorized.
FIRST VIRTUAL COMMUNICATIONS, INC.
Dated: July 2, 2001 By: /s/ Randy Acres
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Randy Acres
Vice President, Finance and Chief
Financial Officer (Principal Accounting
Officer and Officer duly authorized to
sign this report on behalf of the
registrant)
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INDEX TO EXHIBITS
2.1 Agreement and Plan of Merger and Reorganization, dated as of
March 22, 2001, by and among First Virtual Communications,
Inc., FVC Acquisition Corp. and CUseeMe Networks, Inc. (1)
99.1 Press release dated June 19, 2001.
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(1) Incorporated by reference to Exhibit 99.1 filed with the
Company's Current report on Form 8-K dated April 4, 2001.