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
June 13, 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 June 13, 2000, Vialog Corporation (the "Company") distributed a Supplement
(the "June 13 Supplement") to the Supplemented Offering Memorandum and
Solicitation Document dated May 24, 2000 (the "Supplemented Offering
Memorandum"), relating to the Company's exchange offer (the "Exhange Offer") for
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 June 13 Supplement is to
inform offerees that the date on which all shares of Preferred Stock offered in
the Exchange Offer shall be redeemed (the "Maturity Date"), if not previously
redeemed or converted, has been extended until the date seven and one-half years
from the date of issuance. The June 13 Supplement also informs offerees that the
Company has extended the expiration date and withdrawal termination date of the
Exchange Offer until 5:00 p.m., New York City time, on June 22, 2000. The
Exchange Offer was previously scheduled to expire at 5:00 p.m., New York City
time, on June 15, 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 June 13 Supplement, including the Annex 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 Supplement to the Supplemented Offering Memorandum and
Solicitation Document, dated June 13, 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: June 14, 2000