-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KG0Qorf+ju6VPpUjWXcLMG9P0zSQv8Rqd9pfLp5qRTwKXSvYvwHuLD1HnWnjEDxV uhXbtNcrZFVky9D/86HSkQ== 0000914317-99-000014.txt : 19990118 0000914317-99-000014.hdr.sgml : 19990118 ACCESSION NUMBER: 0000914317-99-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981230 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIALOG CORP CENTRAL INDEX KEY: 0001016601 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 043305282 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24689 FILM NUMBER: 99507094 BUSINESS ADDRESS: STREET 1: 35 NEW ENGLAND BUSINESS CENTER STREET 2: SUITE 160 CITY: ANDOVER STATE: MA ZIP: 01810 BUSINESS PHONE: 9789753700 MAIL ADDRESS: STREET 1: 35 NEW ENGLAND BUSINESS CENTER STREET 2: SUITE 160 CITY: ANDOVER STATE: MA ZIP: 01810 FORMER COMPANY: FORMER CONFORMED NAME: INTERPLAY CORP DATE OF NAME CHANGE: 19970117 8-K 1 VIALOG CORPORATION 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported): December 30, 1998 VIALOG CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 333-44041 04-3305282 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 35 New England Business Center, Suite 160 Andover, MA 01810 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (978) 975-3700 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events On December 30, 1998, VIALOG Corporation ("VIALOG") entered into a definitive Merger Agreement (the "CPI Merger Agreement") with Conference Pros International, Inc. ("CPI"), an independent provider of teleconferencing services based in Houston, Texas. Pursuant to the terms of the CPI Merger Agreement, VIALOG will acquire all of the outstanding capital stock of CPI for approximately $6 million in cash plus approximately $50,000 related to tax reimbursements. In addition, VIALOG expects to incur approximately $100,000 of acquisition costs and to assume approximately $464,000 of indebtedness (based on CPI's September 30, 1998 balance sheet). CPI had net revenues of approximately $2.0 million and a loss from operations of approximately $20,000 for the fiscal year ended December 31, 1997 and had net revenues of approximately $1.8 million and income from operations of approximately $149,000 for the nine months ended September 30, 1998. On December 30, 1998 VIALOG Corporation ("VIALOG") entered into a definitive Merger Agreement (the "ABCI Merger Agreement") with A Better Conference, Inc. ("ABCI"), an independent provider of teleconferencing services based in Palm Springs, California. Pursuant to the terms of the ABCI Merger Agreement, VIALOG will acquire all of the outstanding capital stock of ABCI for approximately $6.2 million in cash. VIALOG also expects to incur approximately $100,000 of acquisition costs and to assume approximately $471,000 of indebtedness (based on ABCI's September 30, 1998 balance sheet). ABCI had net revenues of approximately $2.0 million and income from operations of approximately $196,000 for the fiscal year ended December 31, 1997 and had net revenues of approximately $2.1 million and income from operations of approximately $388,000 for the nine months ended September 30, 1998. The closing of the transactions described above is contingent upon the parties satisfying the conditions specified in the CPI Merger Agreement and the ABCI Merger Agreement. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release regarding CPI and ABCI transactions dated January 15, 1998. *99.2 Agreement and Plan of Reorganization By and Among VIALOG Corporation, CPI Acquisition Corporation and Conference Pros International, Inc. and Michael Burns dated as of November 30, 1998. *99.3 Agreement and Plan of Reorganization By and Among VIALOG Corporation, Better Acquisition Corporation and A Better Conference, Inc and Patricia A. Cranford and Otis Cranford and Matthew Cranford dated as of December 30, 1998. *Incorporated by reference to the Exhibits to Amendment No. 3 to the registrant's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 31, 1998. (File No. 333-53395) 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. VIALOG CORPORATION Date: January 15, 1999 By: /s/Glenn D. Bolduc ------------------ Glenn D. Bolduc EXHIBIT INDEX Exhibit 99.1 Press Release regarding CPI and ABCI transactions dated January 15, 1998. *99.2 Agreement and Plan of Reorganization By and Among VIALOG Corporation, CPI Acquisition Corporation and Conference Pros International, Inc. and Michael Burns dated as of November 30, 1998. *99.3 Agreement and Plan of Reorganization By and Among VIALOG Corporation, Better Acquisition Corporation and A Better Conference, Inc and Patricia A. Cranford and Otis Cranford and Matthew Cranford dated as of December 30, 1998 * Incorporated by reference to the Exhibits to Amendment No. 3 to the registrant's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 31, 1998 EX-99.1 2 Exhibit 99.1 VIALOG CORPORATION PLANS TO ACQUIRE BY MERGER A BETTER CONFERENCE, INC. AND CONFERENCE PROS INTERNATIONAL, INC. Andover, Mass., January 15, 1999 -- VIALOG Corporation today announced that it entered into definitive merger agreements to acquire all of the outstanding capital stock of A Better Conference, Inc. ("ABCI"), of Palm Springs, California and Conference Pros International, Inc. ("CPI") of Houston, Texas, both independent providers of audioconferencing services. VIALOG intends to acquire all of the outstanding capital stock of ABCI for approximately $6.2 million in cash. VIALOG will also assume approximately $471,000 of ABCI's indebtedness (based on ABCI's September 30, 1998 balance sheet). ABCI had net revenues of approximately $2.1 million for the nine months ended September 30, 1998. The Company intends to acquire all of the outstanding capital stock of CPI for approximately $6.0 million in cash. VIALOG will also assume approximately $464,000 of CPI's indebtedness (based on CPI's September 30, 1998 balance sheet). CPI had net revenues of approximately $1.8 for the nine months ended September 30, 1998. The closing of these merger transactions is contingent upon the parties satisfying the conditions specified in the merger agreements. VIALOG Corporation is an independent provider of group communications services, including audioconferencing, videoconferencing, web conferencing, and teleservices such as Interactive Voice Response (IVR), broadcast fax and fax on-demand. -----END PRIVACY-ENHANCED MESSAGE-----