-----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, BjTHCa4wFBRZxEeyMksRy4ze3m4teUy03Ze+LWBEsyXeaRSx5R8ttyVLNcGCwBvJ 3BT7+5NqVLf+04w5dsgTUA== 0001104659-01-502008.txt : 20010816 0001104659-01-502008.hdr.sgml : 20010816 ACCESSION NUMBER: 0001104659-01-502008 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST VIRTUAL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000920317 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770357037 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 1715933 BUSINESS ADDRESS: STREET 1: 3393 OCTAVIUS DR STE 102 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4085677200 MAIL ADDRESS: STREET 1: 3393 OCTAVIUS DRIVE SUITE 102 CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: FIRST VIRTUAL CORP DATE OF NAME CHANGE: 19971010 FORMER COMPANY: FORMER CONFORMED NAME: FVC COM INC DATE OF NAME CHANGE: 19980811 NT 10-Q 1 j1572_nt10q.htm NT 10-Q Prepared by MerrillDirect

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING

(CHECK ONE): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR  
   
    For Period Ended: June 30, 2001

    o Transition Report on Form 10-K
    o Transition Report on Form 20-F
    o Transition Report on Form 11-K
    o Transition Report on Form 10-Q
    o Transition Report on Form N-SAR
    For the Transaction Period Ended:


READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:


PART I - - REGISTRANT INFORMATION

First Virtual Communications, Inc.

Full Name of Registrant
 
N/A

Former Name if Applicable
 
3393 Octavius Drive

Address of Principal Executive Office (Street and Number)
 
Santa Clara, CA 95054

City, State and Zip Code


PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
o (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.

(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)

The Registrant’s management requires additional time to prepare and include additional information in the quarterly report on Form 10-Q as a result of the closing on June 19, 2001, of the merger of the Registrant and CuSeeMe Networks, Inc., pursuant to which CuSeeMe Networks became a wholly owned subsidiary of the Registrant.  The Registrant’s press release announcing the closing, dated June 19, 2001, is attached hereto as an exhibit and incorporated by reference herein.


PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification
 
  Randy Acres

  (408)

  567-7254

  (Name)   (Area Code)   (Telephone Number)
 
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
x Yes o No
   
 
 
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
o Yes x No
 
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
 




First Virtual Communications, Inc.

(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date August 14, 2001

  By

        Randy Acres
Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.


ATTENTION

INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001).

 



GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
   
2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
   
3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
   
4. Amendments to the notification must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
   
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter).

 

Index to Exhibit

Exhibit Number   Description

 

99A   Press Release dated June 19, 2001

 

EX-99.A 3 j1572_ex99da.htm EX-99.A Prepared by MerrillDirect

Exhibit 99A

First Virtual Communications and CUseeMe Networks Complete Merger

Combined Company Hits the Ground Running to Support Current Customer Base, Growing IP Conferencing Market, and PictureTel Relationship

Santa Clara, California and Nashua, New Hampshire - June 19, 2001 - First Virtual Communications (NASDAQ: FVCX) and CUseeMe Networks (NASDAQ: CUSM) today announced the completion of a merger between the two companies. At separate special meetings of shareholders held today, First Virtual Communications' and CUseeMe Networks' shareholders each approved the merger. The combined company retains the name of First Virtual Communications, Inc.

"We're pleased to have completed the merger process and we're eager to move full steam ahead in executing on our combined strategy and product roadmap," said Ralph Ungermann, chairman of the board for the combined company. "We have worked hard during the last several months to jointly assess our competencies and resources in light of the current market landscape. We are confident in our shared vision for the company and our ability to move quickly now that the merger is completed."

"First Virtual Communications is well-positioned to be a leading provider of rich media communications solutions for enterprise, service provider and consumer customers worldwide," said Killko Caballero, president and CEO of First Virtual Communications. "Our combined technologies and expertise have already given us a lead in the rich media communications market, and we expect to move quickly with the new organization to maintain that advantage. We look forward to serving our existing customers as well as a rapidly expanding IP marketplace and key industry partners such as PictureTel."

As previously announced, CUseeMe Networks common stock has been converted into First Virtual Communications common stock, at an exchange ratio of approximately 1.254, representing approximately 47 percent of the outstanding common stock of the combined company. At the close of trading on June 19, 2001, CUseeMe Networks common stock ceased to be traded on the Nasdaq National Market and shareholders of CUseeMe Networks have become shareholders of First Virtual Communications. The combined company is headquartered in Santa Clara, California, and will maintain its sales offices and operations worldwide.

First Virtual Communications will discuss the completion of the merger as part of its regularly scheduled second quarter earnings call on July 31, 2001. Further details and dial-in information for the earnings call will be announced in July.

About First Virtual Communications

First Virtual Communications, recently merged with CUseeMe Networks, is a world leader in providing rich media communications solutions, enabling interactive voice, video and data collaboration over IP-based networks. First Virtual provides cost-effective, integrated end-to-end solutions for large-scale deployments to enterprise desktops, as well as enabling best of breed seamless video collaboration with ISDN, DSL, and ATM networks. The company's flagship products, Click to Meet™ and CUseeMe Videoware, provide a complete framework for delivering a new generation of video-enabled web collaboration applications that address the real-time communications needs of companies worldwide. The company's desktop conferencing solutions can be integrated seamlessly into popular enterprise messaging and collaboration environments such as Microsoft Exchange. First Virtual serves its global enterprise, service provider and portal customers through a worldwide network of resellers and partners. Additional information about First Virtual Communications can be found on the web at www.fvc.com.

All trademarks are recognized.

Cautionary Statement

Except for the historical information contained herein, this news release contains forward-looking statements, including, without limitation, statements containing the words, ``believes,'' ``anticipates,'' ``expects'' and words of similar import. Such forward-looking statements have known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of First Virtual Communications, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others: The combined company's limited operating history and variability of operating results, First Virtual Communications' broadband video services offering, market acceptance of video technology, First Virtual Communications' dependence on ATM backbone technology, potential inability to maintain business relationships with First Virtual Communications' and CUseeMe Networks' telecommunications carriers, distributors and suppliers, rapid technological changes, competition and consolidation in the video networking industry, the importance of attracting and retaining personnel, management of First Virtual Communications' growth, the risk that the two companies may not be successfully integrated, the failure of the parties to execute a definitive agreement with PictureTel and other risk factors referenced in First Virtual Communications' public filings with the Securities and Exchange Commission, including the company's report on Form-10 K for the year ended December 31, 2000 and registration statement on Form S-4, filed with the Securities and Exchange Commission on April 25, 2001, as amended.

 

 

-----END PRIVACY-ENHANCED MESSAGE-----