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 Report:
(Date
of
earliest event reported)
December
15, 2005
____________________________
FORGENT
NETWORKS, INC.
(Exact
name of registrant as specified in charter)
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Delaware
(State
or other jurisdiction of incorporation or organization)
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0-20008
(Commission
File Number)
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74-2415696
(IRS
Employer Identification No.)
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108
Wild Basin Road
Austin,
Texas 78746
(Address
of principal executive offices and zip code)
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(512)
437-2700
(Registrant's
telephone number,
including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below 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):
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425).
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12).
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR
240.14d-2(b)).
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR
240.13e-4(c)).
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Section
1 - Registrant's Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement.
In
connection with the expiration of the Rights Agreement between Forgent Networks,
Inc. f/k/a VTEL Corporation (the "Company") and First National Bank of Boston,
dated July 10, 1996 (the "Expiring Rights Agreement"), and the December 31,
2005
expiration of the associated rights issued thereunder, on December 15, 2005,
the
Board of Directors of the Company approved the execution of a new Rights
Agreement (the "New Rights Agreement") between the Company and American Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").
To
implement the purpose of the new Rights Agreement, on December 15, 2005,
the
Board of Directors of the Company declared a dividend distribution of one
Right
for each outstanding share of common stock, par value $0.01 per share, of
the
Company (the "Common Stock"). The distribution is payable to the stockholders
of
record at the close of business on December 31, 2005, and is effective
simultaneous with the expiration of the rights granted under the Expiring
Rights
Agreement.
Each
newly issued Right will entitle the registered holder to purchase from the
Company one one-thousandth of a share of Series A Preferred Stock, $0.01
par
value (the "Preferred Stock"), subject to adjustment, at a purchase price
of
$13, subject
to adjustment (the "Purchase Price"). The description and terms of the Rights
are set forth in the New Rights Agreement, a copy of which is attached hereto
as
Exhibit 1.
Initially,
the Rights will be attached to all Common Stock certificates representing
shares
then outstanding, and no separate Rights Certificates will be distributed.
The
Rights will separate from the Common Stock and a distribution date (the
"Distribution Date") will occur upon the earlier of (i) 10 days following
the date (the "Stock Acquisition Date") of a public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 15% or
more
of the outstanding shares of Common Stock or (ii) 10 business days
following the commencement of a tender offer or exchange offer that would
result
in a person or group beneficially owning 15% or more of such outstanding
shares
of Common Stock. Until the Distribution Date, (i) the Rights will
be
evidenced by the Common Stock certificates (together with a copy of this
Summary
of Rights or bearing the notation referred to below) and will be transferred
with and only with such Common Stock certificates, (ii) Common Stock
certificates issued after December 31, 2005 will contain a notation
incorporating the New Rights Agreement by reference and (iii) the
surrender
for transfer of any certificate for Common Stock outstanding (with or without
a
copy of this Summary of Rights) will also constitute the transfer of the
Rights
associated with the Common Stock represented by such certificate.
The
Rights are not exercisable until the Distribution Date and will expire at
the
close of business on December 31, 2015, unless that date is extended
or the
Rights are earlier redeemed or exchanged by the Company as described below.
As
soon as practicable after the Distribution Date, Rights Certificates will
be
mailed to holders of record of the Common Stock as of the close of business
on
the Distribution Date and, thereafter, the separate Rights Certificates alone
will represent the Rights.
Ten
business days after any person or group announces a tender offer for 15%
or more
of the Company's outstanding Common Stock, the Rights will become exercisable.
Thereafter, the Rights will trade separately from the Company's Common Stock
and
separate certificates representing the Rights will be issued, which will
entitle
the holder of a Right to purchase from the Company one one-thousandth of
a share
of Preferred Stock for the Purchase Price.
In
addition, if any person or group acquires 15% or more of the Common Stock,
each
Right not owned by the acquiror would become exercisable for the number of
shares of the Company's Common Stock that at the time have a market value
of two
times the Purchase Price of the Right. For example, at a Purchase Price of
$13
per Right, each Right not owned by an Acquiring Person (or by certain related
parties) following an event set forth in the preceding paragraph would entitle
its holder to purchase $26 worth of Common Stock (or other consideration,
as
noted above) for $13. Assuming that the Common Stock had a per share value
of $2
at such time, the holder of each valid Right would be entitled to purchase
13
shares of Common Stock for $13.
If,
after
any person or group acquires 15% or more of the Common Stock, the Company
is (i)
acquired in a merger or other business transaction in which the Company is
not
the surviving corporation or the capital stock of the Company is exchanged
for
the capital stock of the acquiring company, or (ii) involved in a sale of
at
least 50% of its assets, then the Rights, under certain circumstances, will
be
modified so as to entitle the holder to buy a number of the acquiring company's
common shares having a market value of two times the Purchase Price of each
Right.
The
Purchase Price payable, and the number of securities or property issuable,
upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Common Stock or Preferred Stock,
(ii) if holders of the Common Stock or Preferred Stock are granted
certain
rights or warrants to subscribe for shares or convertible securities at less
than the current market price, or (iii) upon the distribution to holders
of
evidences of indebtedness or assets (excluding regular quarterly cash dividends)
or of subscription rights or warrants (other than those referred to
above).
With
certain exceptions, no adjustment in the Purchase Price will be required
until
cumulative adjustments amount to at least 1% of the Purchase Price. No
fractional Units will be issued and, in lieu thereof, an adjustment in cash
will
be made based on the market price of the Preferred Stock on the last trading
date prior to the date of exercise.
In
general, at any time until 10 days after the Stock Acquisition Date, the
Company
may redeem the Rights in whole, but not in part, at a price of $.01 per Right
in
cash, shares of Common Stock or other consideration approved by the Board.
Immediately upon the action of the Board of Directors ordering redemption
of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $.0l redemption price.
In
addition, the Company may, at any time after any person or group acquires
15% or
more
of the Common Stock, exchange all or a portion of the outstanding and
exercisable Rights for shares of Common Stock at an exchange ratio of one
share
of Common Stock per Right, subject to adjustment to reflect stock splits,
stock
dividends or similar transactions. Immediately upon the action of the Board
of
Directors ordering an exchange of Rights, the Rights so exchanged will terminate
and the only right of the holders of such Rights will be to receive the shares
of Common Stock in exchange.
Until
a
Right is exercised, the holder thereof, as such, will have no rights as a
shareholder of the Company, including, without limitation, the right to vote
or
to receive dividends. While the distribution of the Rights will not be taxable
to shareholders or to the Company, shareholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Other
than those provisions relating to the rights and duties of the Rights Agent,
any
of the provisions of the New Rights Agreement may be amended by the Board
of
Directors of the Company prior to the Distribution Date. After the Distribution
Date, the provisions of the New Rights Agreement may be amended by the Board
in
order to cure any ambiguity, to make changes which do not adversely affect
the
interests of holders of Rights (excluding the interest of any Acquiring Person),
or to shorten or lengthen any time period under the New Rights Agreement;
provided, however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not
redeemable.
The
Rights have certain anti-takeover effects. Exercise of the Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors. The existence
of
Rights, however, should not affect an offer at a price which is fair to all
stockholders and otherwise in the best interests of the Company and its
stockholders as determined by the Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board
of
Directors since the Board of Directors may, at its option, at any time until
ten
days following the Stock Acquisition Date (as such period may be extended
or
shortened by the Board of Directors) redeem all but not less than all of
the
then outstanding Rights at the $.01 redemption
price.
A
copy of
the New Rights Agreement specifying the terms of the Rights is included as
Exhibit 4.1 to this filing and is incorporated herein by reference.
This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibit. A copy of the New
Rights
Agreement is available free of charge from the Company for record holders
of the
Company's common stock.
Section
3 - Securities and Trading Markets
Item
3.03 Material
Modification of Rights of Security Holders
The
information required by this item is included in Item 1.01.
Section
9 -
Financial Statements and Exhibits
Item
9.01(c) Exhibits.
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4.1*
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Rights
Agreement, dated as of December 19, 2005, between Forgent
Networks,
Inc. and American Stock Transfer & Trust Company, which includes the
form of Series A Preferred Stock, $0.01 par value, as Exhibit A,
the
form of Rights Certificate as Exhibit B, and the Summary
of Rights as
Exhibit C.
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*
Filed
herewith
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 hereunto
duly authorized.
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FORGENT
NETWORKS, INC. |
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| Date:
December 19, 2005 |
By: |
/s/ Jay
C. Peterson |
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Chief
Financial
Officer |