8-K

UNITED STATES

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

(Date of earliest event reported): May 10, 2005

FIRST VIRTUAL COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-23305	77-0357037
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

303 Twin Dolphin Drive, Sixth Floor
Redwood City, California 94065
(Address of principal executive offices) (Zip code)

(650) 632-4581
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 7.01 REGULATION FD DISCLOSURE	3
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS	3
SIGNATURES	4
EXHIBIT 99.1

2

ITEM 7.01 REGULATION FD DISCLOSURE

     As previously reported, on January 20, 2005, First Virtual Communications, Inc. (the “Company”) and its wholly owned subsidiary, CUseeMe Networks, Inc. (collectively with the Company, the “Debtors”), filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of California, located in San Francisco (the “Bankruptcy Court”). As also previously reported, on March 15, 2005, the Debtors completed a sale of substantially all their assets for $7.15 million in cash plus certain additional consideration under an asset purchase agreement dated as of February 28, 2005 with RADvision Ltd.

     On May 10, 2005, the Debtors filed with the Bankruptcy Court their monthly consolidated operating report (the “Operating Report”), as required by the Bankruptcy Code, for the period March 2005, the text of which is included as the attached Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

Exhibit No.	Description
99.1	Monthly Operating Report for the period March 2005

Cautionary Statement Regarding Financial and Operating Data

     The Company cautions readers not to place undue reliance on the information contained in the Operating Report. The Operating Report contains financial information that has not been audited or reviewed by independent accountants and may be subject to future reconciliation and adjustments. The Operating Report is in a format agreed to between the Debtors and the Office of the United States Trustee and should not be used for investment purposes. The Operating Report contains information for periods different from those required in the Company’s reports pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), and that information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

     In addition to the historical information contained in this Current Report, certain of the information contained in this Current Report should be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, that reflect the Company’s current views with respect to current events and financial performance. Such forward looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company’s operations and business environment which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the Company to continue as a going concern; the ability of the Company to access working capital, including, but not limited to, the use of cash collateral; the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; the ability of the Company to develop, prosecute, confirm and consummate one or more transactions under a plan or plans of reorganization with respect to the chapter 11 cases; risks associated with third parties seeking and obtaining the Bankruptcy Court’s approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, for the appointment of a chapter 11 trustee or to convert the cases to chapter 7 cases; the ability of the Company to obtain and maintain normal terms and relationships with vendors, service providers and employees; the Company’s ability to maintain contracts that are critical to its operations; any adverse impact on us from the special investigation and restatement of previously announced financial results; any adverse impact arising from the delay in filing required periodic reports; and other risk factors set forth in the Company Annual Report on Form 10-K for the year ended December 31, 2003 and in the Company’s other public filings with the SEC.

     We assume no obligation to update any forward-looking statements contained herein. The Company’s expectations and the events, conditions, and circumstances on which these forward-looking statements are based may change.

3

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2005	FIRST VIRTUAL COMMUNICATIONS, INC.
	By:	/s/ Jonathan G. Morgan
		Jonathan G. Morgan
		Chief Executive Officer, Chief Financial Officer, and
		Secretary

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF CALIFORNIA

In re: First Virtual Communications, Inc.	Case No.                      05-30145-TEC and 05-30146-TEC
and CUseeMe Networks, Inc.
	CHAPTER 11
	MONTHLY OPERATING REPORT
	(GENERAL BUSINESS CASE)

SUMMARY OF FINANCIAL STATUS

	MONTH ENDED:	Mar-05	PETITION DATE:	01/20/05
1.	Debtor in possession (or trustee) hereby submits this Monthly Operating Report on the Accrual Basis of accounting (or if checked here the Office of the U.S. Trustee or the Court has approved the Cash Basis of Accounting for the Debtor). Dollars reported in $1

		End of Current		End of Prior		As of Petition
2.	Asset and Liability Structure	Month		Month		Filing
	a. Current Assets	$	3,170,553	$	3,530,521
	b. Total Assets	$	3,170,553	$	5,794,521	$	5,234,654
	c. Current Liabilities	$	491,582	$	1,168,500
	d. Total Liabilities	$	2,563,855	$	7,311,802	$	6,143,302

						Cumulative
3.	Statement of Cash Receipts & Disbursements for Month	Current Month		Prior Month		(Case to Date)
	a. Total Receipts	$	8,332,100	$	1,133,000	$	9,465,100
	b. Total Disbursements	$	6,626,542	$	462,000	$	7,088,542
	c. Excess (Deficiency) of Receipts Over Disbursements (a - b)	$	1,705,558	$	671,000	$	2,376,558
	d. Cash Balance Beginning of Month	$	987,000	$	316,000	$	316,000
	e. Cash Balance End of Month (c + d)	$	2,692,558	$	987,000	$	2,692,558

							Cumulative
		Current Month		Prior Month			(Case to Date)
4.	Profit/(Loss) from the Statement of Operations	$	5,196,307		($357,500	)	$	4,838,807
5.	Account Receivables (Pre and Post Petition)	$	0	$	1,808,000
6.	Post-Petition Liabilities	$	491,582	$	1,168,500
7.	Past Due Post-Petition Account Payables (over 30 days)	$	28,963

At the end of this reporting month:		Yes		No
8.	Have any payments been made on pre-petition debt, other than payments in the normal		Yes
	course to secured creditors or lessors? (if yes, attach listing including date of payment, amount of payment and name of payee)
9.	Have any payments been made to professionals? (if yes, attach listing including date of		Yes
	payment, amount of payment and name of payee)
10.	If the answer is yes to 8 or 9, were all such payments approved by the court?		Yes
11.	Have any payments been made to officers, insiders, shareholders, relatives? (if yes,			Payroll and expense only
	attach listing including date of payment, amount and reason for payment, and name of payee)
12.	Is the estate insured for replacement cost of assets and for general liability?		Yes
13.	Are a plan and disclosure statement on file?			No
14.	Was there any post-petition borrowing during this reporting period?			No

15.	Check if paid: Post-petition taxes Y;	U.S. Trustee Quarterly Y ; Check if filing is current for: Post-petition
	tax reporting and tax returns:       Y .
	(Attach explanation, if post-petition taxes or U.S. Trustee Quarterly Fees are not paid current or if post-petition tax reporting and tax return filings are not current.)

I declare under penalty of perjury I have reviewed the above summary and attached financial statements, and after making reasonable inquiry believe these documents are correct.

Date:      5/10/2005 0:00	/s/ Jonathan G. Morgan
	Responsible Individual

STATEMENT OF OPERATIONS
(General Business Case)
For the Month Ended 03/31/05

Current Month
					Cumulative			Next Month
Actual	Forecast	Variance			(Case to Date)			Forecast
				Revenues:
$           1,450,925	N/A	N/A	1	Gross Sales	$	1,984,925
			2	less: Sales Returns & Allowances
$           1,450,925	N/A	N/A	3	Net Sales	$	1,984,925
$                  2,751	N/A	N/A	4	less: Cost of Goods Sold (Schedule 'B')	$	6,751
$           1,448,174	N/A	N/A	5	Gross Profit	$	1,978,174
	N/A	N/A	6	Interest	$	1,000
	N/A	N/A	7	Other Income:	$	1,000
			8
			9
$           1,448,174	N/A	N/A	10	Total Revenues	$	1,980,174
	N/A	N/A		Expenses:
$                59,828	N/A	N/A	11	Compensation to Owner(s)/Officer(s)	$	117,828
$              359,833	N/A	N/A	12	Salaries	$	569,833
	N/A	N/A	13	Commissions
	N/A	N/A	14	Contract Labor	$	29,000
				Rent/Lease:
$                29,188	N/A	N/A	15	Personal Property	$	124,188
	N/A	N/A	16	Real Property
$                         0	N/A	N/A	17	Insurance	$	14,000
	N/A	N/A	18	Management Fees
	N/A	N/A	19	Depreciation	$	65,000
				Taxes:
$                34,450	N/A	N/A	20	Employer Payroll Taxes	$	58,450
	N/A	N/A	21	Real Property Taxes
	N/A	N/A	22	Other Taxes
	N/A	N/A	23	Other Selling	$	15,000
$                76,989	N/A	N/A	24	Other Administrative	$	200,989
$                55,118	N/A	N/A	25	Interest	$	85,118
	N/A	N/A	26	Other Expenses:
	N/A	N/A	27
	N/A	N/A	28
	N/A	N/A	29
	N/A	N/A	30
	N/A	N/A	31
	N/A	N/A	32
	N/A	N/A	33
	N/A	N/A	34
$              615,406	N/A	N/A	35	Total Expenses	$	1,279,406
$              832,768	N/A	N/A	36	Subtotal	$	700,768
				Reorganization Items:
($           140,000)	N/A	N/A	37	Professional Fees	($	365,500	)
	N/A	N/A	38	Provisions for Rejected Executory Contracts
	N/A	N/A	39	Interest Earned on Accumulated Cash from
	N/A	N/A		Resulting Chp 11 Case
$           4,503,539	N/A	N/A	40	Gain or (Loss) from Sale of Assets	$	4,503,539
	N/A	N/A	41	U.S. Trustee Quarterly Fees
	N/A	N/A	42
$           4,363,539	N/A	N/A	43	Total Reorganization Items	$	4,138,039
$           5,196,307	N/A	N/A	44	Net Profit (Loss) Before Federal & State Taxes	$	4,838,807
	N/A	N/A	45	Federal & State Income Taxes
$           5,196,307	N/A	N/A	46	Net Profit (Loss)	$	4,838,807

Attach an Explanation of Variance to Statement of Operations (For variances greater than +/- 10% only):

BALANCE SHEET
(General Business Case)
For the Month Ended March 31, 2005

		From Schedules	Market Value
Assets
	Current Assets
1	Cash and cash equivalents — unrestricted		$	1,225,000
2	Cash and cash equivalents — restricted		$	1,461,938
3	Accounts receivable (net)	A	$	0
4	Inventory	B	$	0
5	Prepaid expenses		$	483,615
6	Professional retainers
7	Other:
8
9	Total Current Assets		$	3,170,553
	Property and Equipment (Market Value)
10	Real property	C	$	0
11	Machinery and equipment	D	$	0
12	Furniture and fixtures	D	$	0
13	Office equipment	D	$	0
14	Leasehold improvements	D	$	0
15	Vehicles	D	$	0
16	Other:	D
17		D
18		D
19		D
20		D
21	Total Property and Equipment		$	0
	Other Assets
22	Loans to shareholders
23	Loans to affiliates
24
25
26
27
28	Total Other Assets		$	0
29	Total Assets		$	3,170,553

     NOTE:

Indicate the method used to estimate the market value of assets (e.g., appraisals; familiarity with comparable market prices, etc.) and the date the value was determined.

Liabilities and Equity
(General Business Case)

	Liabilities From Schedules
	Post-Petition
	Current Liabilities
30	Salaries and wages
31	Payroll taxes
32	Real and personal property taxes
33	Income taxes
34	Sales taxes	$	3,351
35	Notes payable (short term)	$	0
36	Accounts payable (trade)                                  A	$	113,231
37	Real property lease arrearage	$	0
38	Personal property lease arrearage
39	Accrued professional fees*	$	375,000
40	Current portion of long-term post-petition debt (due within 12 months)
41	Other:
42
43
44	Total Current Liabilities	$	491,582
45	Long-Term Post-Petition Debt, Net of Current Portion
46	Total Post-Petition Liabilities	$	491,582
	Pre-Petition Liabilities (allowed amount)
47	Secured claims                                                   F	$	0
48	Priority unsecured claims                                  F	$	79,594
49	General unsecured claims                                  F	$	1,992,679
50	Total Pre-Petition Liabilities	$	2,072,273
51	Total Liabilities	$	2,563,855
	Equity (Deficit)
52	Retained Earnings/(Deficit) at time of filing		($138,812,000	)
53	Capital Stock
54	Additional paid-in capital	$	133,827,000
55	Cumulative profit/(loss) since filing of case	$	4,838,807
56	Post-petition contributions/(distributions) or (draws)
57
58	Market value adjustment **	$	752,881
59	Total Equity (Deficit)	$	606,688
60	Total Liabilities and Equity (Deficit)	$	3,170,543

*	Based on Debtor’s Cash Flow Budget which is attached as Exhibit 1
**	Adjustment to account for difference in book value of assets sold and market value represented by sale price.

SCHEDULES TO THE BALANCE SHEET
(General Business Case)

Schedule A
Accounts Receivable and (Net) Payable

	Accounts Receivable		Accounts Payable		Past Due
Receivables and Payables Agings	[Pre and Post Petition]		[Post Petition]		Post Petition Debt
0 -30 Days			$	84,268
31-60 Days			$	26,017
61-90 Days			$	2,946	$	28,963
91+ Days
Total accounts receivable/payable	$	0	$	113,231
Allowance for doubtful accounts
Accounts receivable (net)	$	0

Schedule B
Inventory/Cost of Goods Sold

	Inventory(ies)
	Balance at
	End of Month
Types and Amount of Inventory(ies)
Retail/Restaurants -
Product for resale
Distribution -
Products for resale
Manufacturer -
Raw Materials
Work-in-progress
Finished goods
Other — Explain
TOTAL	$	0
Cost of Goods Sold
Inventory Beginning of Month
Add -
Net purchase
Direct labor
Manufacturing overhead
Freight in
Other:
Less -
Inventory End of Month
Shrinkage
Personal Use
Cost of Goods Sold	$	0
Method of Inventory Control
Do you have a functioning perpetual inventory system?
Yes                      No
How often do you take a complete physical inventory?
Weekly
Monthly
Quarterly
Semi-annually
Annually
Date of last physical inventory was
Date of next physical inventory is
Inventory Valuation Methods
Indicate by a checkmark method of inventory used.
Valuation methods -
FIFO cost
LIFO cost
Lower of cost or market
Retail method
Other
Explain

Schedule C
Real Property

		Cost		Market Value
Description
	Total	$	0	$	0

Schedule D
Other Depreciable Assets

		Cost		MarketValue
Description
Machinery & Equipment-
	Total	$	0	$	0
Furniture & Fixtures-
	Total	$	0	$	0
Office Equipment-
	Total	$	0	$	0
Lease hold Improvements-
	Total	$	0	$	0
Vehicles-
	Total	$	0	$	0

Schedule E
Aging of Post-Petition Taxes
(As of End of the Current Reporting Period)

	0-30 Days		31-60 Days		61-90 Days		91+ Days		Total
Taxes Payable
Federal
Income Tax Withholding	$	0							$	0
FICA — Employee	$	0							$	0
FICA — Employer	$	0							$	0
Unemployment (FUTA)	$	0							$	0
Income	$	0							$	0
Other (Attach List)	$	0							$	0
Total Federal Taxes	$	0	$	0	$	0	$	0	$	0
State and Local	$	0
Income Tax Withholding	$	0							$	0
Unemployment (UT)	$	0							$	0
Disability Insurance (DI)	$	0							$	0
Empl. Training Tax (ETT)	$	0							$	0
Sales	$	0							$	0
Excise	$	0							$	0
Real property	$	0							$	0
Personal property	$	0							$	0
Income	$	0							$	0
Other (Attach List)	$	0							$	0
Total State & Local Taxes	$	0	$	0	$	0	$	0	$	0
Total Taxes	$	0	$	0	$	0	$	0	$	0

Schedule F
Pre-Petition Liabilities

	Claimed		Allowed
List Total Claims For Each Classification -	Amount *		Amount (b) *
Secured claims (a)	$	0	$	0
Priority claims other than taxes	$	79,594	$	79,594
Priority tax claims
General unsecured claims	$	1,992,679	$	1,992,679

(a)	List total amount of claims even it under secured.
(b)	Estimated amount of claim to be allowed after compromise or litigation. As an example, you are a defendant in a lawsuit alleging damage of $10,000,000 and a proof of claim is filed in that amount. You believe that you can settle the case for a claim of $3,000,000. For Schedule F reporting purposes you should list $10,000,000 as the Claimed Amount and $3,000,000 as the Allowed Amount.

Schedule G
Rental Income Information
Not applicable to General Business Cases

Schedule H
Recapitulation of Funds Held at End of Month

	Account 1		Account 2		Account 3		Account 4
Bank	Silicon Valley Bk		SVB Securities		Morgan Stanley
Account Type	Checking		Investment		Investment
Account No.		350524370	8860074-1-4-ZGQ			14-78N08
Account Purpose	Operating		ST Investment		Investment
Balance, End of Month	$	2,685,411	$	0	$	1,527
Total Funds on Hand for all Accounts	$	2,686,938

Attach copies of the month end bank statement(s), reconciliation(s), and the check register(s) to the Monthly Operating Report.

* The general claims bar date has not yet passed, and the Debtors have not yet completed their comparison of scheduled claims to filed claims.

STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS

Increase/(Decrease) in Cash and Cash Equivalents

For the Month Ended 03/31/05

		Actual		Cumulative
		Current Month		(Case to Date)
	Cash Receipts
1	Rent/Leases Collected
2	Cash Received from Sales	$	1,182,100	$	1,600,100
3	Interest Received
4	Borrowings			$	715,000
5	Funds from Shareholders, Partners, or Other Insiders
6	Capital Contributions
7	Proceeds from sale of assets	$	7,150,000	$	7,150,000
8
9
10
11
12	Total Cash Receipts	$	8,332,100	$	9,465,100
	Cash Disbursements
13	Payments for Inventory
14	Selling
15	Administrative	$	65,827	$	65,827
16	Capital Expenditures
17	Principal Payments on Debt	$	4,820,355	$	4,820,355
18	Interest Paid	$	55,118	$	86,118
	Rent/Lease:
19	Personal Property
20	Real Property	$	29,188	$	125,188
	Amount Paid to Owner(s)/Officer(s)
21	Salaries	$	59,828	$	117,828
22	Draws
23	Commissions/Royalties
24	Expense Reimbursements	$	11,162	$	15,162
25	Other
26	Salaries/Commissions (less employee withholding)	$	254,505	$	408,505
27	Management Fees
	Taxes:
28	Employee Withholding	$	105,328	$	146,328
29	Employer Payroll Taxes	$	34,450	$	56,450
30	Real Property Taxes
31	Other Taxes
32	Other Cash Outflows:
33	Consultant Retainer			$	24,000
34	Lender Fees and Expenses	$	405,781	$	437,781
35	Payments to Radvision (cash at closing and cure costs)	$	495,000	$	495,000
36	Success fee payment to Gordian Group	$	140,000	$	140,000
37	Breakup fee paid to MTV	$	150,000	$	150,000
38	Total Cash Disbursements:	$	6,626,542	$	7,088,542
39	Net Increase (Decrease) in Cash	$	1,705,558	$	2,376,558
40	Cash Balance, Beginning of Period	$	987,000	$	316,000
41	Cash Balance, End of Period	$	2,692,558	$	2,692,558