form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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)
September
8, 2008
________________________________________
AVISTAR
COMMUNICATIONS CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-31121
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88-0383089
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1875
S. Grant Street, 10th
Floor
San
Mateo, California 94402
(Address
of principal executive offices, including zip code)
(650)
525-3300
(Registrant’s
telephone number, including area code)
(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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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
IBM
Technology Licensing and Royalty Agreements
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Item 1.01
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– Entry
into a Material Definitive
Agreement
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On
September 8, 2008, Avistar Communications Corporation, or Avistar, entered into
a Licensed Works Agreement and a Statement of Work Agreement, and on September
9, 2008, Avistar entered into a Patent License Agreement (collectively, the
“Agreements”) with International Business Machines Corporation, or IBM, under
which Avistar agreed to integrate its bandwidth management technology and
related IP into future Lotus Unified Communications offerings. An initial cash
payment of $3 million will be made by IBM to Avistar within 60 days of the
Agreement’s execution, followed by two additional non-refundable payments of
$1.5 million, each associated with scheduled phases of delivery. IBM
has agreed to make future royalty payments to Avistar of two percent of the
world-wide net revenue derived by IBM from Lotus Unified Communications products
sold, and maintenance payments from existing customers, which incorporate
Avistar’s technology after an initial threshold of revenue is recorded by
IBM.
The
Agreements have a five year term and are non-cancelable except for material
default by either party. The Agreements also convey to IBM a
non-exclusive world-wide license to Avistar’s patent portfolio existing at the
time of the Agreements and for all subsequent patents issued with an effective
filing date of up to five years from the date of the Agreements’ execution, and
a release for any and all claims of past infringement.
Avistar
and IBM anticipate the issuance of a press release regarding the Agreements
within the next five business days.
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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AVISTAR
COMMUNICATIONS CORPORATION
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By:
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/s/
Robert J. Habig
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Robert
J. Habig
Chief
Financial Officer
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Date: September
10, 2008