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
Date of Report: January 23, 2002
FORGENT NETWORKS, INC.
(formerly VTEL Corporation)
(Exact name of registrant as specified in its charter)
DELAWARE 0-20008 74-2415696
(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) 437-2700.
Item 2. Acquisition or Disposition of Assets.
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On January 23, 2002, Forgent Networks, Inc. (formerly VTEL Corporation)
(the "Company"), closed the sale (the "Sale") of substantially all of the assets
used in its products division (the "Products Division") to VTEL Products
Corporation ("Buyer"). As consideration (the "Consideration") for the Sale of
the Products Division, the Company received $500,000.00 in cash, a subordinated
promissory note in the principal amount of $966,896, due April 23, 2002, bearing
interest at an annual rate of five percent (5%), a subordinated promissory note
in the principal amount of $5,000,000, due July 23, 2007, bearing interest at an
annual rate of five percent (5%), and 1,045,347 shares of common stock, par
value $0.01 per share, of Buyer, representing 19.9% of Buyer's fully diluted
equity. The Company's financial advisor, SWS Securities, Inc., rendered an
opinion to the Company as to the fairness of the Consideration, from a financial
point of view. In connection with sale of the Products Division, the Company and
Buyer also entered into a general license agreement, pursuant to which Buyer was
granted certain non-exclusive rights in and to certain patents, software,
proprietary know-how and information of the Company that was used in the
operation of the Products Division.
Buyer is a newly formed company organized by Robert R. Swem, former
Vice President --Manufacturing of the Products Division, and Daniel F. Nix and
Richard P. Ford, who both are senior members of management of the Products
Division, who associated themselves, through Buyer, to acquire the Products
Division from the Company.
The Sale is more fully described in the Company's definitive proxy
statement on Schedule 14A, filed with the Securities and Exchange Commission on
December 19, 2001.
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Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Pro forma financial information.
The pro forma financial statements of the Company required by
this Item 7(b) are not yet available. The Company expects that
the pro forma financial statements will be completed and filed
by amendment to this Form 8-K Current Report within 60 days
after the date this Form 8-K Current Report is required to be
filed with the Securities and Exchange Commission.
(c) Exhibits.
The following exhibit is furnished in accordance with Item 601
of Regulation S-K.
2.1 Asset Purchase Agreement, by and between VTEL
Corporation and VTEL Products Corporation, dated as
of September 28, 2001 (incorporated by reference to
Annex A of the Company's definitive proxy statement,
filed with the Securities and Exchange Commission on
December 19, 2001).
99.1 Press Release of Forgent Networks, Inc., dated as of
January 24, 2002.
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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: February 6, 2002.
FORGENT NETWORKS, INC.
By:/s/ Richard N. Snyder
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Richard N. Snyder
Chief Executive Officer