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 24, 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 001-15527 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 24, 2000, Vialog Corporation (the "Company") distributed a Supplemented
Offering Memorandum and Solicitation Document (the "Supplemented Offering
Memorandum"), supplementing the Offering Memorandum and Solicitation Document
dated May 3, 2000, pursuant to which the Company commenced an exchange offer
(the "Exhange Offer") for its all of its outstanding $75,000,000 12 3/4% Series
B Senior Notes due November 15, 2001 (the "Senior Notes"). The purpose of the
Supplemented Offering Memorandum is to inform offerees that the Company has
extended the Exchange Offer until 5:00 p.m., New York City time, on June 15,
2000. The Exchange Offer was originally scheduled to expire at 5:00 p.m., New
York City time, on June 1, 2000, unless extended. The Supplemented Offering
Memorandum also provides offerees with updated financial information relating to
the Company for the quarter ended March 31, 2000. All of this financial
information has already been filed with the Securities and Exchange Commission
in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000. Pursuant to the Exchange Offer, the Company is offering 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 outstanding Senior
Notes. The Preferred Stock will be convertible into shares of common stock,
$0.01 par value per share, of the Company. The Exchange Offer 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 Supplemented Offering Memorandum, 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 Supplemented Offering Memorandum and Solicitation Document,
dated May 24, 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 30, 2000