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PLCM > SEC Filings for PLCM > Form 8-K on 10-Dec-2012All Recent SEC Filings

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Form 8-K for POLYCOM INC


10-Dec-2012

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits


Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 4, 2012, Polycom, Inc. (the "Company") completed the previously announced divestiture of its enterprise wireless voice solutions business ("EWS Business") to Mobile Devices Holdings, LLC, an affiliate of Sun Capital Partners, Inc. for cash consideration of approximately $50.7 million, plus up to an additional $57.0 million in cash over the next four years subject to certain conditions, including meeting certain agreed-upon EBITDA-based milestones as set forth in the Purchase and Sale Agreement dated May 10, 2012, as amended on October 22, 2012 (the "Amended Purchase Agreement").

The foregoing description of the disposition is qualified in its entirety by reference to the full text of the Amended Purchase Agreement. The Purchase and Sale Agreement was filed as Exhibit 2.1 to the Quarterly Report on Form 10-Q filed on August 1, 2012 and is incorporated by reference herein. The Amendment No. 1 to Purchase and Sale Agreement was filed as Exhibit 2.1 to the Quarterly Report on Form 10-Q filed on October 31, 2012 and is incorporated by reference herein.

The unaudited condensed consolidated financial statements giving effect to the sale of the EWS Business, and the related notes thereto, are attached hereto as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information

The following Unaudited Pro Forma Condensed Consolidated Financial Statements are attached hereto as Exhibit 99.1:

• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2012

• Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Nine months ended September 30, 2011 and 2012

• Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Years ended December 31, 2009, 2010 and 2011

• Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

(d) Exhibits

2.1 Purchase and Sale Agreement by and between Polycom, Inc. and Mobile Devices Holdings, LLC, dated May 10, 2012 (which is incorporated herein by

        reference to Exhibit 2.1 to Polycom's Quarterly Report on Form 10-Q filed
        with the Commission on August 1, 2012)

 2.2    Amendment No. 1 to Purchase and Sale Agreement by and between Polycom,
        Inc. and Mobile Devices Holdings, LLC, dated October 22, 2012 (which is
        incorporated herein by reference to Exhibit 2.1 to Polycom's Quarterly
        Report on Form 10-Q filed with the Commission on October 31, 2012)

99.1    Unaudited Pro Forma Condensed Consolidated Financial Statements of
        Polycom, Inc.


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