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): October 6, 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)
35 New England Business Center, Suite 160
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 October 6, 1998, Coast Business Credit, a division of Southern
Pacific Bank ("Coast"), funded five million dollars ($5,000,000.00) of a fifteen
million dollar ($15,000,000.00) asset based loan facility (the "Facility") for
the subsidiaries of VIALOG Corporation ("VIALOG")--Kendall Square
Teleconferencing, Inc., Conference Source International, Inc., Telephone
Business Meetings, Inc., Call Points, Inc., American Conferencing Company, Inc.
and Communication Development Corporation (collectively, the "Borrowers"). The
Facility was guaranteed by VIALOG. All assets of the Borrowers were pledged to
Coast as security for the Facility and VIALOG's obligations under its guaranty
were secured by a lien on all of its assets, excluding its ownership interests
in the Borrowers. The maturity date of the Facility, if not extended by the
parties, is October 6, 2000 at which time all obligations to Coast will be due
and payable. Termination of the Facility prior to the maturity date will require
the payment of significant early termination fees (i.e. $450,000.00 on or before
October 6, 1999 and $300,000.00 thereafter but before the maturity date). The
Facility has three components: (1) a receivables loan of up to 80% of the
Borrowers' eligible receivables, (2) a term loan in the principal amount of
$1,500,000.00, and (3) an equipment acquisition term loan of up to 80% of the
purchase price of new and used equipment not to exceed $4,000,000.00. The
Facility is available to provide liquidity, fund future working capital
requirements, fund the purchase of equipment and finance future acquisitions
consistent with VIALOG's business strategy.
Item 7. Financial Statements and Exhibits
(c) Exhibits
10.1 Loan & Security Agreement dated as of
September 30, 1998 by and between Kendall
Square Teleconferencing, Inc.; Conference
Source International, Inc.; Telephone
Business Meetings, Inc.; Call Points,
Inc.; American Conferencing Company, Inc.;
and Communication Development Corporation
10.2 Secured Term Note dated September 30, 1998
in the principal amount of $4,000,000
delivered by Kendall Square
Teleconferencing, Inc.; Conference Source
International, Inc.; Telephone Business
Meetings, Inc.; Call Points, Inc.;
American Conferencing Company, Inc.; and
Communication Development Corporation to
Coast Business Credit, a division of
Southern Pacific Bank
10.3 Secured Term Note dated September 30, 1998
in the principal amount of $1,500,000
delivered by Kendall Square
Teleconferencing, Inc.; Conference Source
International, Inc.; Telephone Business
Meetings, Inc.; Call Points, Inc.;
American Conferencing Company, Inc.; and
Communication Development Corporation to
Coast Business Credit, a division of
Southern Pacific Bank
10.4 Security Agreement dated September 30,
1998 by and between VIALOG Corporation and
Coast Business Credit, a division of
Southern Pacific Bank
10.5 Continuing Guaranty dated September 30,
1998 executed by VIALOG Corporation in
favor of Coast Business Credit, a division
of Southern Pacific Bank
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: October 15, 1998 By: /s/ Glenn D. Bolduc
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Glenn D. Bolduc, President
EXHIBIT INDEX
Exhibit Description
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10.1 Loan & Security Agreement dated as of
September 30, 1998 by and between Kendall
Square Teleconferencing, Inc.; Conference
Source International, Inc.; Telephone
Business Meetings, Inc.; Call Points,
Inc.; American Conferencing Company, Inc.;
and Communication Development Corporation
10.2 Secured Term Note dated September 30, 1998
in the principal amount of $4,000,000
delivered by Kendall Square
Teleconferencing, Inc.; Conference Source
International, Inc.; Telephone Business
Meetings, Inc.; Call Points, Inc.;
American Conferencing Company, Inc.; and
Communication Development Corporation to
Coast Business Credit, a division of
Southern Pacific Bank
10.3 Secured Term Note dated September 30, 1998
in the principal amount of $1,500,000
delivered by Kendall Square
Teleconferencing, Inc.; Conference Source
International, Inc.; Telephone Business
Meetings, Inc.; Call Points, Inc.;
American Conferencing Company, Inc.; and
Communication Development Corporation to
Coast Business Credit, a division of
Southern Pacific Bank
10.4 Security Agreement dated September 30,
1998 by and between VIALOG Corporation and
Coast Business Credit, a division of
Southern Pacific Bank
10.5 Continuing Guaranty dated September 30,
1998 executed by VIALOG Corporation in
favor of Coast Business Credit, a division
of Southern Pacific Bank