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 August 1, 2000 ________________________________________________ Date of Report (Date of earliest event reported) VIALOG CORPORATION __________________________________________________ (Exact name of registrant as specified in charter) Massachusetts 001-15527 04-3305282 ____________________________________________________________________________ (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 32 Crosby Drive Bedford, MA 01730 ________________________________________ (Address of principal executive offices) (978) 975-3700 __________________________________________________ Registrant's telephone number, including area code Item 5. Other Events - ------ ------------ Vialog Corporation (the "Company") announced today that the Company has extended the expiration date of its 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") until 5:00 p.m., New York City time, on September 15, 2000. The Exchange Offer was previously scheduled to expire at 5:00 p.m., New York City time, on July 31, 2000. The Company also announced that is in continuing discussions with a number of parties, including two major financial institutions which the Company has been working with since earlier this year, to arrange the financing necessary to complete the Exchange Offer. If the Company is unable to obtain the necessary financing, it will not be able to complete the Exchange Offer. The Company still plans to consummate the Exchange Offer prior to September 30, 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 Company's press release reporting the extension of the expiration date of the Exchange Offer is attached as an exhibit to this Current Report on Form 8-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (c) Exhibits 99.1 Press Release dated August 1, 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 -------------------- Michael E. Savage Senior Vice President and Chief Financial Officer