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): May 23, 1998
VIALOG CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 333-44041 04-3305282
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
10 New England Business Center, Suite 302
Andover, MA 01810
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(Address of principal executive offices)
Registrant's telephone number, including area code (978) 975-3700
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(Former name or former address, if changed since last report.)
Item 5. Other Events
On May 23, 1998, VIALOG Corporation ("VIALOG") entered into a
definitive merger agreement (the "Merger Agreement") with A Business Conference
Call, Inc. ("ABCC"), an independent provider of teleconferencing services based
in Chaska, Minnesota. Pursuant to the terms of the Merger Agreement, VIALOG will
acquire all of the outstanding capital stock of ABCC for approximately $14
million in cash. ABCC's 1997 revenues totaled approximately $5.7 million.
The closing of the transactions under the Merger Agreement is
contingent upon VIALOG and ABCC satisfying the conditions specified in the
Merger Agreement.
The press release announcing the Merger Agreement and the Merger
Agreement are attached hereto as Exhibits 99.1 and 99.2, respectively, and are
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release regarding Merger Agreement dated May 28, 1998
99.2 Agreement and Plan of Reorganization By and Among VIALOG
Corporation, ABC Acquisition Corporation, A Business
Conference Call, Inc. and Daniel L. Barber and Robert M. Kalla
dated as of May 23, 1998
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: May 28, 1998 By: /s/ Glenn D. Bolduc
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Glenn D. Bolduc, President
EXHIBIT INDEX
Exhibit
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99.1 Press Release regarding Merger Agreement dated May 28, 1998
99.2 Agreement and Plan of Reorganization By and Among ABC Acquisition
Corporation, A Business Conference Call, Inc. and Daniel L.
Barber and Robert M. Kalla dated as of May 23, 1998