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: July 10, 1996
VTEL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-20008 74-2415696
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
108 Wild Basin Road
Austin, Texas 78746
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 314-2700.
ITEM 5. OTHER EVENTS.
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I. Rights Plan
On July 10, 1996, the Board of Directors of VTEL Corporation (the
"Company") authorized the issuance of one preferred share purchase right (a
"Right") with respect to (i) each outstanding share of the Company's common
stock, $.01 par value ("Common Shares"), on July 22, 1996 (the "Rights Record
Date"), (ii) each Common Share that becomes outstanding after the Rights Record
Date, but prior to the Distribution Date (as hereinafter defined) or redemption
or expiration of the Rights, and (iii) each Common Share issued under employee
plans or arrangements after the Distribution Date (as hereinafter defined), but
prior to redemption or expiration of the Rights. The Rights will be issued on
the Rights Record Date to the holders of record of Common Shares on that date.
Each Right relates to one one-thousandth (1/1000) of a share of Series A
Preferred Stock, $.01 par value (the "Preferred Shares"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") dated July 10,1996, between the Company and First National
Bank of Boston, as Rights Agent (the "Rights Agent").
Detachment of Rights: Exercise. Initially, the Rights will attach to all
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certificates representing outstanding Common Shares, and no separate Right
Certificates will be distributed. The Rights will separate from the Common
Shares and a Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership of
10% or more of the Company's outstanding Common Shares (unless such acquisition
is pursuant to an Approved Acquisition (as defined in the Rights Agreement)), or
(ii) 10 business days following the commencement or announcement of an intention
to commence a tender offer or exchange offer, the consummation of which would
result in the beneficial ownership by a person or group of 10% or more of such
outstanding Common Shares.
Until the Distribution Date (i) the Rights will be evidenced, with respect
to any of the Common Shares outstanding, by the certificates representing such
Common Shares with a copy of the Summary of Rights to Purchase Series A
Preferred Stock (Exhibit C to the Rights Agreement) attached thereto, (ii) the
Rights will be transferred with and only with the Common Shares, (iii) new
Common Share certificates issued after the Rights Record Date, upon transfer or
new issuance of the Common Shares will contain a notation incorporating the
Rights Agreement by reference, and (iv) the surrender for transfer of any
certificates for Common Shares outstanding as of the Rights Record Date, even
without such notation or a copy of the Summary of Rights to Purchase Series A
Preferred Stock being attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights
will expire on December 31, 2005 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or the Rights are earlier redeemed by the Company as
described below.
Ten business days (or such later date as the Board may determine from time
to time) after any person or group announces a tender offer for 10% or more of
the Company's outstanding Common Stock, the rights will become exercisable.
Thereafter, the Rights will trade separately from the Company's Common Stock and
separate certificates representing the Rights will be issued, each which Right
will entitle the holder to purchase from the Company one one-thousandth of a
share of Preferred Stock for $55.
In addition, if any person or group acquires 10% or more of the Common
Stock, each Right not owned by the acquiror would become exercisable for the
number of shares of the Company's Common Stock that at the time have a market
value of two times the $55 exercise price of the Right. If, after any person or
group acquires 10% or more of the Common Stock, the Company is acquired in a
merger or other business transaction in which the Company is not the surviving
corporation or the Common Stock is converted into cash or securities of another
person or group, the Rights, under certain circumstances will be modified so as
to entitle the holder to buy a number of the acquiring company's common shares
having a market value of two times the $55 exercise price of each Right.
Preferred Shares. The dividend and liquidation rights of the Preferred
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Shares are designed so that the value of one-thousandth of a Preferred Share
purchasable upon exercise of each Right will approximate the same economic value
of one Common Share. Each whole Preferred Share issuable upon exercise of the
Rights will be entitled to receive, when, as and if declared, a quarterly
preferential dividend in an amount per share equal to 1,000 times the dividend
declared on each Common Share. In the event of liquidation, each whole
Preferred Share will be entitled to receive a preferential liquidation payment
in an amount per share equal to $10.00 plus accrued and unpaid dividends and
distributions thereon. In the event of any merger, consolidation or other
transaction in which Common Shares are exchanged for or changed into other stock
or securities, cash or other property, each whole Preferred Share will be
entitled to receive 1,000 times the amount received per each Common Share. Each
whole Preferred Share will be entitled to one vote on all matters submitted to a
vote of the stockholders of the Company, and Preferred Shares will generally
vote together as one class with the Common Shares and any other voting capital
stock of the Company on all matters submitted to a vote of stockholders of the
Company.
The offer and sale of the Preferred Shares or Common Shares issuable upon
exercise of the Rights will be registered pursuant to the Securities Act of
1933, as amended; such registration will not become effective until the Rights
become exercisable.
Antidilution and Other Adjustments. The number of one one-thousandths of a
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Preferred Share or other securities or property issuable upon exercise of the
Rights, and the Purchase Price payable, are subject to customary adjustments
from time to time to prevent dilution.
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Redemption of Rights. At any time prior to the earlier of (i) the close of
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business on the tenth day following the first public announcement that a person
or group has become the beneficial owner of 10% or more of the outstanding
Common Shares (except pursuant to an Approved Transaction, as defined in the
Rights Agreement) or (ii) the Final Expiration Date, the Board of Directors of
the Company may redeem all but not less than all of the then outstanding Rights
at a price of $0.01 per Right (the "Redemption Price"). The Company may, at its
option, pay the Redemption Price in Common Shares (based on the market value of
the Common Shares at the time of redemption), cash or any other form of
consideration deemed Appropriate by the Board of Directors. The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish. At
the effective time of such redemption, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.
No Rights as Stockholder. Until a Right is exercised, the holder thereof,
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as such, will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
Amendment of Rights. The terms of the rights may be amended by the Board
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of Directors of the Company without the consent of the holders of the Rights,
including an amendment to extend the Final Expiration Date, and, subject to
certain restrictions, to extend the period during which the Rights may be
redeemed, except that after the Distribution Date no such amendment may
materially and adversely affect the interests of the holders of the Rights.
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement filed herewith
as Exhibit 4.1, which is hereby incorporated by reference.
II. Bylaw Amendments
On July 10,1996, the Board of Directors of the Company adopted certain
amendments to the Company's Bylaws relating to stockholder meetings and matters
brought before the such meetings of stockholders and actions by written consent
of stockholders in lieu of a meeting of stockholders. In general, these bylaw
amendments provide (i) stockholders must provide 60 days advance written notice
of intention to nominate directors and must comply with specified procedures and
requirements for such nominations, (ii) stockholders must provide 60 days
advance written notice of matters to be brought before meetings of stockholders
and must comply with specified procedures and requirements for such nominations,
(iii) specified requirements and procedures regulating action by written consent
in lieu of a meeting of stockholders, including requirements pertaining to the
duration and revocability of written consents, (iv) special meetings of
stockholders may only be called by the Chairman of the Board or President of the
Company or by the Secretary of the Company at the request of the Board of
Directors, and (v) the annual meetings of the Company for the election of
directors and for the transaction of other business is to be held on such date
and time and at such place as fixed by the Board of Directors, Chairman or
President of the Company.
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This summary description of the Bylaw amendments does not purport to be
complete and is qualified in its entirety by reference to the Bylaw amendments
filed herewith as Exhibit 4.5, which is hereby incorporated by reference.
ITEM 7. Financial Statements and Exhibits.
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(c) Exhibits
(Asterisk (*) indicates exhibits previously filed by the Company
with the Securities and Exchange Commission on Form 8-A, dated
July 12, 1996, which are incorporated herein by reference.)
(4) Instruments defining rights of security holders, including
indentures:
*4.1 Rights Agreement dated as of July 10, 1996 between
VTEL Corporation and First National Bank of Boston,
which includes the form of Certificate of Designations
for Designating Series A Preferred Stock, $.01 par
value, as Exhibit A, the form of Rights Certificate as
Exhibit B and the Summary of Rights to Purchase Series
A Preferred Stock as Exhibit C.
*4.2 Form of Rights Certificate (included as Exhibit B to
Rights Agreement filed as Exhibit 4.1 hereto).
Pursuant to the Rights Agreement, printed Right
Certificates will not be mailed until as soon as
practicable after the Distribution Date.
*4.3 Form of Summary of Rights to Purchase Series A
Preferred Stock (included as Exhibit C to Rights
Agreement filed as Exhibit 4.1 hereto) which together
with certificates representing the outstanding Common
Shares of the Company shall represent the Rights until
the Distribution Date.
*4.4 Specimen of legend to be placed pursuant to Section
3(c) of the Rights Agreement, on all new Common Share
certificates issued after July 22, 1996 and prior to
the Distribution Date upon transfer, exchange or new
issuance (included in Section 3(c) of the Rights
Agreement incorporated by reference herein as Exhibit
4.1).
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4.5 Bylaws of the Company and Amendments to Bylaws of the
Company, dated July 10, 1996.
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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.
Dated: July 12, 1996
VTEL CORPORATION
By:/s/Rodney S. Bond
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Name: Rodney S. Bond
Title: Vice President-Finance
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EXHIBIT INDEX
Exhibit
No. Exhibit Description
Asterisk (*) indicates exhibits previously filed by the
Company with the Securities and Exchange Commission
which are incorporated herein by reference on Form 8-A,
dated July 12, 1996.
(4) Instruments defining the rights of security holders,
including indentures:
*4.1 Rights Agreement dated as of July 10, 1996 between
VTEL Corporation and First National Bank of Boston
which includes the form of Certificate of Designations
of the Series A Preferred Stock, $.01 par value, as
Exhibit B and the Summary of Rights to Purchase Series
A Preferred Stock as Exhibit C.
*4.3 Form of Summary of Rights to Purchase Series A
Preferred Stock (included as Exhibit C to Rights
Agreement filed as Exhibit 4.1 hereto) that, together
with certificates representing the outstanding Common
Shares of the Company, shall represent the Rights
until the Distribution Date.
*4.4 Specimen of legend to be placed, pursuant to Section
3(c) of the Rights Agreement, on all news Common Share
certificates issued after July 22, 1996 and prior to
the Distribution Date upon transfer, exchange or new
issuance (included in Section 3(c) of the Rights
Agreement incorporated by reference herein as Exhibit
4.1 hereto).
4.5 Bylaws of the Company and Amendment to the Bylaws of the Company
dated July 10, 1996.
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