SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 3, 2000
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Date of Report (Date of earliest event reported)
VIALOG CORPORATION
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(Exact name of registrant as specified in charter)
Massachusetts 000-24689 04-3305282
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
35 New England Business Center, Suite 160
Andover, MA 01810
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(Address of principal executive offices)
(978) 975-3700
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Registrant's telephone number, including area code
Item 5. Other Events
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On May 3, 2000, Vialog Corporation (the "Company") commenced an offer
to exchange (the "Exhange Offer") an aggregate of $58,500,000 in cash and an
aggregate of 165,000 newly issued shares of a new class of convertible preferred
stock, par value $0.01 per share, stated value $100.00 (the "Preferred Stock"),
for all of the Company's $75,000,000 12 3/4% Series B Senior Notes due November
15, 2001 (the "Senior Notes"), or $780 in cash and 2.2 shares of Preferred Stock
for each $1,000 principal amount of Senior Notes tendered in Exchange Offer. The
Preferred Stock will be convertible into shares of common stock, $0.01 par value
per share, of the Company as described in the Offering Memorandum and
Solicitation Document, dated May 3, 2000. The Exchange Offer will expire at 5
p.m. New York City time on June 1, 2000, unless extended. Exchange of the Senior
Notes is subject to certain conditions, including: (a) the valid tender of at
least 95% of the principal amount of the Senior Notes; and (b) the availability,
of at least $75 million of new bank financing on the effective date of the
Exchange Offer.
A copy of the Offering Memorandum and Solicitation Document including
the exhibits thereto, is attached as an exhibit to this Current Report on Form
8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
99.1 Offering Memorandum and Solicitation Document, dated May
3, 2000
SIGNATURES
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.
VIALOG CORPORATION
By: /s/ Michael E. Savage
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Michael E. Savage
Senior Vice President and Chief
Financial Officer
Dated: May 4, 2000