SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported): February 28, 2000 VIALOG CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 000-24689 04-3305282 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 35 New England Business Center, Suite 160 Andover, MA 01810 - -------------------------------------------------------------------------------- (Address of principal executive offices) (978) 975-3700 - -------------------------------------------------------------------------------- Registrant's telephone number, including area code (Former name or former address, if changed since last report.) Item 5. Other Events - --------------------- On February 29, 2000, the Company announced that it had received signed lock-up agreements from the holders of approximately 80% of the aggregate principal amount of its 12-3/4% Senior Notes Due 2001 (the "Notes") under which, subject to the Company's obtaining favorable senior credit financing, such noteholders would exchange their existing Notes for cash and newly issued convertible preferred stock of the Company. The Company has had substantial discussions with lenders to arrange such favorable financing but has not yet received a commitment letter from a lender. The form of lock-up letter signed by such holders is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits 10.1 Form of Letter Agreement Regarding Exchange Offer 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 duly authorized. VIALOG CORPORATION Date: March 6, 2000 By: /s/Michael E. Savage -------------------- Michael E. Savage, Senior Vice President and Chief Financial Officer EXHIBIT INDEX ------------- Exhibit ------- 10.1 Form of Letter Agreement Regarding Exchange Offer