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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2002
Commission File Number 0-20008
FORGENT NETWORKS, INC.
(f.k.a. VTEL Corporation)
(Exact name of registrant as specified in its charter)
Delaware 74-2415696
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
108 Wild Basin Road
Austin, Texas 78746
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (512) 437-2700
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( ).
The aggregate market value of Common Stock held by nonaffiliates of the
registrant as of October 21, 2002 was $32,873,397. For purposes of this
computation, all officers, directors and 5% beneficial owners of the registrant
are deemed to be affiliates. Such determination should not be deemed an
admission that such officers, directors and beneficial owners are, in fact,
affiliates of the registrant.
As of October 21, 2002, there were 24,568,643 shares of the
registrant's Common Stock, $0.01 par value, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
Forgent Networks, Inc., a Delaware corporation (the "Company"), hereby
amends, as set forth herein, the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on October 29, 2002 (the "Company Form
10-K"). The item numbers and responses thereto are in accordance with the
requirements of Form 10-K. All capitalized terms used and not otherwise defined
herein shall have the meaning specified in the Company Form 10-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Company's Board of Directors consists currently of four directors.
Directors are elected for one-year terms and serve until their successors are
elected and qualified. All of the executive officers of the Company are
full-time employees of the Company. Executive officers of the Company are
appointed for a one-year term and serve until their respective successors have
been selected and qualified; provided, however, such officers are subject to
removal at any time by the affirmative vote of a majority of the Board of
Directors.
Reference is made to Part I hereof for a description of the executive
officers of the Company.
The following is a description of the principal occupations and other
employment during the past five years and their directorships in certain
companies of the directors of the Company.
Present
Office(s) Held Director
Name Age In the Company Since
---- --- -------------- --------
Richard N. Snyder........................... 58 Chairman of the Board, President and 1997
Chief Executive Officer
Kathleen A. Cote............................ 53 None 1999
James H. Wells.............................. 55 None 1999
Lou Mazzucchelli............................ 46 None 2002
The following information regarding the principal occupations and other
employment of the directors during the past five years and their directorships
in certain companies is as reported by the respective directors:
RICHARD N. SNYDER, age 58, has served as a director of the Company since
December 1997 and was elected chairman of the board in March 2000. In June 2001,
Mr. Snyder was elected as president and chief executive officer of the Company.
From September 1997 until assuming the positions of president and chief
executive officer of the Company, Mr. Snyder served as founder and chief
executive officer of Corum Cove Consulting, LLC, a consulting firm specializing
in providing strategic guidance to high technology businesses. From 1996 until
1997, Mr. Snyder was the senior vice president of World Wide Sales, Marketing,
Service and Support of Compaq Computer Corp., a worldwide computer company. From
1995 until 1996, Mr. Snyder was the senior vice president and general manager of
Dell Americas, a computer manufacturer and marketer. Prior to 1995, Mr. Snyder
served as group general manager of the Deskjet Products Group of Hewlett
Packard. He also serves as a director of Symmetricom, Inc., based in San Jose,
California.
KATHLEEN A. COTE, age 53, has served as a director of the Company since
December 1999. She is currently the chief executive officer of WorldPort
Communications, Inc., a provider of internet managed services to the European
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market. In January 1998, Ms. Cote founded Seagrass Partners, a provider of
expertise in business planning and strategic development, and served as its
president until May 24, 2001, when she began her role as chief executive officer
of Worldport. From November 1996 to January 1998, Ms. Cote served as chief
executive officer of ComputerVision Corporation, a hardware, software and
consulting business. From November 1986 to November 1996, she held various
senior management positions with ComputerVision Corporation. In January 1998,
ComputerVision Corporation was acquired by Parametric Technology Corporation.
Ms. Cote is also a director of WorldPort Communications, Inc., based in
Lincolnshire, Illinois, Radview Corporation and Western Digital Corporation.
JAMES H. WELLS, age 55, has served as a director of the Company since
December 1999. He currently consults with early stage internet start-up
companies. Mr. Wells was the senior vice president of marketing and business
development of Dazel, a Hewlett Packard enterprise software company, from
January 1999 through February 2000. From April 1995 to March 1998, Mr. Wells
served as vice president of sales and was a founding officer in the internet
streaming company, RealNetworks, Inc.
LOU MAZZUCCHELLI, age 46, has served as a director of the Company since
February 2002. He is currently a venture partner at Ridgewood Capital, a venture
capital firm focusing its investments in the information technology industry.
Prior to joining Ridgewood Capital in 2001, Mr. Mazzucchelli was an investment
banker at Gerard Klauer Mattison in New York, which he joined in 1996 as their
PC and digital media technology analyst. Previously, Mazzucchelli spent 13 years
leading Cadre Technologies, a pioneering computer-aided software engineering
tools company that he founded in 1982 and grew to become one of the top 50 U.S.
independent software vendors before its sale in 1986.
None of the directors is related to any other director or to any executive
officer of the Company by blood, marriage or adoption (except relationships, if
any, more remote than first cousin).
Section 16(a) Beneficial Reporting Compliance
Section 16(a) of the Securities Exchange Act requires the Company's
officers and directors, and persons who beneficially own more than 10% of the
Company's common stock (the "Common Stock"), par value $.01 per share (the "10%
Stockholders"), to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Based solely upon information provided to
the Company by individual officers, directors and 10% Stockholders, the Company
believes that all of these filing requirements were satisfied by the Company's
officers, directors and 10% Stockholders.
ITEM 11. EXECUTIVE COMPENSATION.
The following table summarizes certain information regarding
compensation paid or accrued to (i) the Company's Chief Executive Officer, (ii)
each of the Company's three other most highly compensated executive officers,
and (iii) one additional former executive officer for whom disclosure would have
been required by the rules of the Securities and Exchange Commission but for the
fact that this individual was not serving as an executive officer as of July 31,
2002 (the "Named Executive Officers"):
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SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Awards(1)
--------------------------------------------- ------------------------
Restricted Securities
Period Bonus and Other Annual Stock Underlying All Other
Ended Commissions Compensation Awards Options/SARs Compensation
Name and Principal Position July 31 Salary($) ($) ($)(1) ($) (#) ($)(2)
--------------------------- ------- --------- -------------- -------------- --------- ------------ ------------
Richard N. Snyder.......... 2002 300,833 173,737 -0- -0- 250,000 6,131(3)
Chief Executive Officer and 2001 98,333 32,100 -0- -0- 250,000 824
President 2000 N/A N/A -0- N/A 12,500 N/A
Jay Peterson...............
Chief Financial 2002 179,860 49,141 -0- 5,000 125,599 3,869(3)
Officer, and Vice 2001 165,259 56,205 -0- -0- 40,000 3,580
President, Finance 2000 126,667 9,751 -0- -0- 10,000 481
Kenneth Kalinoski..........
Chief Technology 2002 213,333 60,052 -0- 5,000 95,000 3,920(3)
Officer and Vice President, 2001 85,185 34,881 -0- -0- 200,000 11,630
Engineering 2000 N/A N/A N/A N/A N/A N/A
Dennis Egan................ 2002 175,149 44,597 -0- -0- 25,000 4,269(3)
Vice President, Service 2001 178,549 79,580 -0- -0- 15,000 4,100
2000 154,600 23,895 -0- -0- 20,000 921
Robert R. Swem (4).........
Former Vice President, 2002 95,158 -0- -0- -0- -0- 4,617(3)
Operations 2001 191,067 78,665 -0- -0- 40,000 5,812
2000 172,473 -0- -0- -0- 27,500 2,673
--------------------
(1) Includes perquisites and other personal benefits if value is
greater than the lesser of $50,000 or 10% of reported salary and bonus.
(2) Represents the dollar value of any insurance premiums paid by the
Company during the covered fiscal year with respect to term life insurance and
long term disability insurance for the benefit of the chief executive officer or
Named Executive Officer.
(3) Includes $2,815 tax preparation allowance.
(4) On January 23, 2002, the products division of the Company was sold
to the management team of the products division, which was led by Mr. Swem. Mr.
Swem resigned as an officer of the Company, effective January 23, 2002.
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Stock Option Grants During Fiscal 2002
The following table sets forth information with respect to grants of
stock options to purchase Common Stock pursuant to the Company's equity plans to
the Company's Named Executive Officers reflected in the Summary Compensation
Table above. No stock appreciation rights (SARs) were granted during fiscal 2002
and none were outstanding as of July 31, 2002.
Option/SAR Grants in Last Fiscal Year
-----------------------------------------------------------------------------------------------------------------------------
Potential Realizable
Value of Assumed Annual
Rates of Stock Price
Individual Grants Appreciation for Option
Term(1)
-------
% of Total
Number of Options/SARs
Securities Granted to
Underlying Employees Exercise
Options/SARs In or Base Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date 0% ($) 5% ($) 10% ($)
---- ----------- ----------- ------------ ---- ------ ------ -------
Richard N. Snyder..... 250,000 9.31 4.000 5/24/2012 (263,750) 199,274 909,643
Jay Peterson.......... 50,000 1.86 3.040 10/16/2011 -0- 95,592 242,249
25,000 0.93 3.750 7/11/2012 -0- 58,959 149,413
50,599 1.88 4.190 7/19/2012 -0- 133,332 337,889
Kenneth Kalinoski..... 30,000 1.12 3.750 7/11/2012 -0- 70,751 179,296
65,000 2.42 4.190 7/19/2012 -0- 171,279 434,056
Dennis Egan........... 25,000 .93 3.040 10/16/2011 -0- 47,796 121,124
Robert R. Swem........ -0- -0- -0- N/A -0- -0- -0-
All employee options 2,636,719 100 3.278 N/A (263,750) 5,006,240 13,091,438
All stockholders (3) N/A N/A N/A N/A N/A 51,155,264 129,637,483
Optionee gains as % of N/A N/A N/A N/A N/A 9.79% 10.10%
all stockholder gains
---------------
(1) The dollar amounts under these columns represent the potential
realizable value of each grant of options assuming that the market price of the
Common Stock appreciates in value from the date of grant at the five percent and
ten percent annual rates compounded over the ten year term of the option as
prescribed by the Securities and Exchange Commission and therefore are not
intended to forecast possible future appreciation, if any, of the price of the
Common Stock.
(2) Weighted average grant price of all stock options granted to
employees in fiscal 2002.
(3) Appreciation for all stockholders is calculated using the average
exercise price for all employee optionees of $3.278 granted during fiscal 2002
and using the number of shares of the Common Stock outstanding on July 31, 2002
of 24,814,384.
5
Aggregated Stock Option/SAR Exercises During Fiscal 2002 and Stock Option SAR
Values as of July 31, 2002
The following table sets forth information with respect to the
Company's Named Executive Officers concerning the exercise of options during
fiscal 2002 and unexercised options held as of July 31, 2002:
Aggregate Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values (1)
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at Fiscal In-the-Money Options/SARs at
Year End (#) Fiscal Year End ($)
---------------------- ----------------------------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------
Richard N. Snyder........ 255,902 1,051,256 12,695 255,903 2,206 89,992
Jay Peterson............. -0- -0- 50,986 142,438 51,365 149,853
Kenneth Kalinoski........ -0- -0- 85,416 209,584 255,820 365,404
Dennis Egan.............. -0- -0- 108,480 34,020 68,377 56,047
Robert R. Swem........... 23,664 49,969 -0- -0- -0- -0-
----------------------------
(1) All options held by the Company's Named Executive Officers were
granted under the Company's 1989 Stock Option Plan (the "1989 Plan") or the
Company's 1996 Stock Option Plan (the "1996 Plan"). All options granted under
the 1989 Plan and the 1996 Plan are immediately exercisable. However, the
Company can repurchase shares issued upon exercise of those options, at the
exercise price, to the extent of the number of shares that have not vested if
the optionee's employment terminates before all of the optionee's option shares
become vested. The amounts under the headings entitled "Exercisable" reflect
vested options as of July 31, 2002 and the amounts under the headings entitled
"Unexercisable" reflect option shares that have not vested as of July 31, 2002.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is or has been an officer or
employee of the Company or any of its subsidiaries or had any relationship
requiring disclosure pursuant to Item 404 of Securities and Exchange Commission
Regulation S-K (Certain Relationships and Related Transactions), with the
exception of Mr. Trimm, who resigned as a director of the Company, effective
September 5, 2002, is also a principal of Strategic Management, Inc. and Mr.
Matthews. The Company has agreed to pay fees to Strategic Management, Inc. as
described in Item 12 below under the heading "Certain Transactions--Agreement
with Strategic Management, Inc." The board of directors determined that Mr.
Trimm's relationship with Strategic Management, Inc. did not affect his ability
to exercise independent judgment as a member of the Compensation Committee while
he served on that committee. Mr. Matthews, who was one of the Company's
directors during the fiscal year ended July 31, 2002, died on February 23, 2002.
He owned Matthews Consulting during his lifetime. The Company has agreed to pay
consulting fees to Matthews Consulting, as described in Item 12 below under the
heading "Certain Transactions--Agreement with Matthews Consulting." The board of
directors determined that prior to his death, Mr. Matthews' relationship with
Matthews Consulting did not affect his ability to exercise independent judgment
as a member of the Compensation Committee while he served on that committee. No
member of the Compensation Committee served on the compensation committee or as
a director of another corporation, one of whose directors or executive officers
served on the Compensation Committee of or whose executive officers served on
the Company's board of directors.
6
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Stock Ownership of Certain Beneficial Owners and Management
The Company has only one outstanding class of equity securities, its
Common Stock, par value $.01 per share.
The following table sets forth certain information with respect to
beneficial ownership of the Common Stock as of October 15, 2002 by: (i) each
person who is known by the Company to beneficially own more than five percent of
the Common Stock; (ii) each of the Company's directors and Named Executive
Officers; and (iii) all directors and officers as a group.
Shares Beneficially
Owned 1, 2
-------------------------------
Name and Address of Beneficial Owner Number Percent
------------------------------------ ------ -------
Dimensional Fund Advisors Inc.
1299 Ocean Avenue
Santa Monica, CA 90401..................................................... 1,825,288 7.4%
Corbin & Company (formerly Marathon Fund L.P.)............................ 1,790,250 7.3%
University Drive, Suite 500
Fort Worth, TX 76109
Richard N. Snyder.......................................................... 752,806(3) 3.0%
Kathleen A. Cote........................................................... 35,305(4) *
James H. Wells............................................................. 39,305(5) *
Lou Mazzucchelli........................................................... 6,944(6) *
Jay Peterson............................................................... 243,729(7) *
Kenneth Kalinoski.......................................................... 521,122(8) 2.1%
Dennis M. Egan............................................................. 142,500(9) *
Harry R. Caccamisi......................................................... 200,000(10) *
Robert R. Swem............................................................. -0- *
All directors and officers as a group
(9 persons)3, 4, 5, 6, 7, 8, 9, 10.................................... 1,941,711(11) 7.6%
* Indicates ownership of less than 1% of Common Stock
--------------
(1) Beneficial ownership as reported in the above table has been determined
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. The persons and entities named in the table have sole voting and
investment power with respect to all shares shown as beneficially owned by them,
except as noted below. Amounts shown include shares of Common Stock issuable
upon exercise of certain outstanding options within 60 days after October 15,
2002.
7
(2) Except for the percentages of certain parties that are based on
presently exercisable options which are indicated in the following footnotes to
the table, the percentages indicated are based on 24,568,643 shares of Common
Stock issued and outstanding on October 15, 2002. In the case of parties holding
presently exercisable options, the percentage ownership is calculated on the
assumption that the shares presently held or purchasable within the next 60 days
underlying such options are outstanding.
(3) Consists of 488,722 shares held by Mr. Snyder directly and 264,084
shares (250,000 of which are subject to repurchase at December 14, 2002 by the
Company at the optionee's exercise prices pursuant to the option agreements)
which Mr. Snyder may acquire upon the exercise of options within 60 days after
October 15, 2002.
(4) Consists of 11,000 shares held by Ms. Cote directly and 24,305 shares
which Ms. Cote may acquire upon the exercise of options within 60 days after
October 15, 2002.
(5) Consists of 15,000 shares held by Mr. Wells directly and 24,305 shares
which Mr. Wells may acquire upon the exercise of options within 60 days after
October 15, 2002.
(6) Consists of 6,944 shares which Mr. Mazzucchelli may acquire upon the
exercise of options within 60 days after October 15, 2002.
(7) Consists of 45,305 shares held by Mr. Peterson directly and 198,424
shares (129,553 of which are subject to repurchase at December 14, 2002 by the
Company at the optionee's exercise prices pursuant to the option agreements)
which Mr. Peterson may acquire upon the exercise of options within 60 days after
October 15, 2002.
(8) Consists of 221,122 shares held by Mr. Kalinoski directly and 300,000
shares (196,668 of which are subject to repurchase at December 14, 2002 by the
Company at the optionee's exercise prices pursuant to the option agreements)
which Mr. Kalinoski may acquire upon the exercise of options within 60 days
after October 15, 2002.
(9) Consists of 142,500 shares (27,953 of which are subject to repurchase
at December 14, 2002 by the Company at the optionee's exercise prices pursuant
to the option agreements) which Mr. Egan may acquire upon the exercise of
options within 60 days after October 15, 2002.
(10) Consists of 200,000 shares (187,500 of which are subject to repurchase
at December 14, 2002 by the Company at the optionee's exercise prices pursuant
to the option agreements) which Mr. Caccamisi may acquire upon the exercise of
options within 60 days after October 15, 2002.
(11) All options held by the chief executive officer and the Named
Executive Officers were granted under the 1989 Plan or the 1996 Plan. Pursuant
to these stock option plans, all options granted thereunder are immediately
exercisable, however, shares issued upon exercise are subject to repurchase by
the Company, at the exercise price, to the extent of the number of shares that
have not vested in the event that the optionees' employment terminates prior to
all such optionees' options becoming vested.
Certain Transactions
Officer and Director Stock Loan Program
As of July 31, 2002, under the Company's Officer and Director Stock
Loan Program, the aggregate principal amount of stock loans outstanding was
$415,029. Of this balance, the Named Executive Officers had stock loans
outstanding in the aggregate principal amount of $101,430. Messrs. Moeller and
Trimm, former directors of the Company, and Mr. Swem, a former Vice President,
Operations, had stock loans outstanding under this program in the aggregate
principal amount of $157,314, $62,032 and $42,025, respectively.
Director Resignations
T. Gary Trimm resigned as a member of the Company's Board of Directors,
effective September 5, 2002. Subsequent to his resignation, Mr. Trimm entered
into a consulting agreement with the Company effective September 1, 2002 until
8
December 31, 2002. Mr. Trimm's officer loan balance outstanding at October 31,
2002 was $39,280.
F.H. (Dick) Moeller resigned as a member of the Company's Board of
Directors, effective September 9, 2002. Certain options issued to Mr. Moeller,
as a Director of the Company, on December 17, 2001 were accelerated at the date
of his resignation. The result of the accelerated vesting is that Mr. Moeller's
options to purchase 12,500 shares are all vested, bringing his total vested
options on September 9, 2002 to 24,500 shares. Mr. Moeller's officer loan
balance outstanding at October 31, 2002 was $159,728.
Agreement with Strategic Management, Inc.
On October 5, 2000, the Company agreed to pay a fee to Strategic
Management, Inc., a company in which T. Gary Trimm, one of the Company's former
directors, is a principal, to assist the Company in developing a plan to
establish the Company's videoconferencing systems products division as an
independent, self-sustaining unit, and to assist the Company in assessing
strategic alternatives for this division as part of the Company's efforts to
restructure the Company's business around its video network software and
services business. Pursuant to this engagement, the Company agreed to pay
Strategic Management, Inc. an hourly rate for services rendered, up to a maximum
of $60,000. If the products division was sold, the engagement also provided
additional contingent compensation to Strategic Management, Inc., equal to 7% of
the consideration received by the Company. The engagement was approved by the
disinterested directors of the Company. During fiscal 2001, the Company paid
$69,000 related to this agreement. With the assistance of Strategic Management,
Inc., the Company completed the sale of its products division to VTEL
Corporation on January 23, 2002. However, since payment to Strategic Management,
Inc. was contingent upon receipt of payment from VTEL Corporation and VTEL
Corporation defaulted on payments of its notes to the Company and there is
uncertainty of collection of these notes, no liability was accrued for a payment
to Strategic Management, Inc. as of July 31, 2002. Mr. Trimm resigned as a
director of the Company, effective September 5, 2002.
Agreement with Matthews Consulting
In October 2000, the Company agreed to pay an hourly consulting fee to
Matthews Consulting, a company owned by Gordon Matthews, one of the Company's
directors, to assist the Company in maximizing the value of the Company's
intellectual property through prosecution of patents and licensing efforts. The
Company paid an aggregate of $119,508 under this agreement in fiscal 2002. Mr.
Matthews passed away on February 23, 2002.
PART IV
ITEM 14. CONTROLS AND PROCEDURES
Not applicable.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
(1) Financial Statements:
The following consolidated financial statements were
previously filed as part of the Company's Form 10-K:
Consolidated Balance Sheets as of July 31, 2001 and 2002.
Consolidated Statements of Operations for the years ended
July 31, 2000, 2001 and 2002.
Consolidated Statements of Changes in Stockholders' Equity
for the years ended July 31, 2000, 2001 and 2002.
9
Consolidated Statements of Cash Flows for the years ended
July 31, 2000, 2001 and 2002.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedule:
The following financial statement schedule was previously
filed as part of the Company's Form 10-K
Schedule II - Valuation and Qualifying Accounts.
(3) Exhibits:
Not applicable.
(b) Reports on Form 8-K:
The Registrant filed one report on Form 8-K during the
quarterly period ended October 31, 2002, on September 18,
2002.
10
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.
FORGENT NETWORKS, INC.
By: /s/ Jay C. Peterson
---------------------------------
Jay C. Peterson
Chief Financial Officer
Date: November 27, 2002
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CERTIFICATION
I, Richard N. Snyder, Chairman of the Board, President and Chief Executive
Officer of Forgent Networks, Inc., certify that:
1. I have reviewed this report on Form 10-K/A of Forgent Networks, Inc.
("Registrant"); and
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report.
Date: November 27, 2002
/s/ Richard N. Snyder
------------------------------------
Richard N. Snyder
Chairman of the Board, President and
Chief Executive Officer
12
CERTIFICATION
I, Jay Peterson, Chief Financial Officer and Vice President, Finance of Forgent
Networks, Inc., certify that:
1. I have reviewed this report on Form 10-K/A of Forgent Networks, Inc.
("Registrant"); and
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report.
Date: November 27, 2002
/s/ Jay Peterson
------------------------------------
Jay Peterson
Chief Financial Officer and
Vice President/Finance
13