(a) The following documents are filed as part of this Report: 1. Financial Statements (see Item 8 above).
Polycom, Inc. Consolidated Financial Statements as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004.
2. Financial Statement Schedule (see Item 8 above). The following Financial Statement Schedule is filed as part of this Report:
Schedule II—Valuation and Qualifying Accounts.
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
3. Exhibits. (b) Exhibits Exhibit No. Description
2.1 Agreement and Plan of Merger and Reorganization dated December 5, 2000, by and among the
Registrant, Merger Sub Ltd. and Accord Networks Ltd. (which is incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on December 12, 2000).
2.2 Agreement and Plan of Merger dated May 24, 2001, by and among the Registrant, Pharaoh
Acquisition Corp. and PictureTel Corporation (which is incorporated herein by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form S-4 (Registration No. 333-63252) filed with the Commission on June 18, 2001).
2.3 Addendum to the Agreement and Plan of Merger, dated May 24, 2001, by and among the
Registrant, Pharaoh Acquisition Corp. and PictureTel Corporation (which is incorporated herein by reference to Exhibit 12(d)(4) to Amendment No. 6 to the Schedule TO filed with the
Commission on October 3, 2001).
2.4 Asset Purchase Agreement, dated as of January 28, 2003, by and between Polycom, Inc. and
Verilink Corporation (which is incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 12, 2002).
2.5 Agreement and Plan of Merger, dated as of November 21, 2003, by and among Polycom, Inc.,
Voyager Acquisition Corporation and Voyant Technologies, Inc. (which is incorporated herein by reference to Exhibit 21 to the Form 8-K filed by the Registrant with the Commission on
January 16, 2004).
3.1 Restated Certificate of Incorporation of Polycom, Inc. (which is incorporated herein by reference
to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 18, 2003).
3.2 Amended and Restated Bylaws of Polycom, Inc., as amended effective January 18, 2005 (which is
incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 24, 2005).
4.1 Reference is made to Exhibits 3.1 and 3.2.
4.2 Specimen Common Stock certificate (which is incorporated herein by reference to Exhibit 4.2 to
the Registrant’s Registration Statement on Form S-1 (Registration No. 333-02296) filed with the Commission on March 12, 1996 (the “1996 S-1”)).
Exhibit No. Description
4.3 Amended and Restated Investor Rights Agreement, dated May 17, 1995, among the Registrant and
the Investors named therein (which is incorporated herein by reference to Exhibit 4.3 to the Registrant’s 1996 S-1).
4.4 Preferred Shares Rights Agreement dated as of July 15, 1998 and as amended March 2, 2001,
between Polycom, Inc. and Fleet Bank, N.A. F/K/A BankBoston N.A., including the Certificate of Designation, the form of Rights Certificate and the Summary of Rights Attached thereto as Exhibits A, B and C, respectively (which is incorporated herein by reference to Exhibit 1 to the Registrant’s Form 8-A/A filed with the Commission on March 2, 2001).
10.1*(1) Form of Indemnification Agreement entered into between the Registrant and each of its directors
and officers.
10.2* The Registrant’s 1996 Stock Incentive Plan, as amended (which is incorporated by reference to
Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-108049).
10.3* The Registrant’s 1996 Employee Stock Purchase Plan and forms of agreements thereunder (which
is incorporated herein by reference to Exhibit 10.4 to the Registrant’s 1996 S-1).
10.4* ViaVideo Communications, Inc. 1996 Stock Option/Stock Issuance Plan and related agreements
(which are incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8, Registration No. 333-45351).
10.5 Lease Agreement by and between the Registrant and Trinet Essential Facilities XXVI, dated
December 1, 1999, regarding the space located at 1565 Barber Lane, Milpitas, California (which is incorporated herein by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 29, 2000).
10.6 Lease Agreement by and between the Registrant and WJT, LLC, dated February 19, 2001,
regarding the space located at 4750 Willow Road, Pleasanton, California (which is incorporated herein by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 12, 2001).
10.7* Accord Networks Ltd. 1995 Employee Share Ownership and Option Plan and form of agreement
thereunder (which are incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-57778) filed with the Commission on March 28, 2001).
10.8* Accord Networks Ltd. Share Ownership and Option Plan (2000) and form of agreement
thereunder (which are incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-57778) filed with the Commission on March 28, 2001).
10.9* Accord Networks Ltd. 2000 Share Option Plan and form of agreement thereunder (which are
incorporated herein by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-57778) filed with the Commission on March 28, 2001).
10.10 Accord Networks Ltd. 2000 Non-Employee Director Stock Option Plan and form of agreement
thereunder (which are incorporated herein by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-57778) filed with the Commission on March 28, 2001).
10.11 Circa Communications, Ltd Stock Option Plan and related agreements (which are incorporated
herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-59820) filed with the Commission on April 30, 2001).
10.12* Form of Change of Control Severance Agreement with the Chief Executive Officer and Chief
Financial Officer of the Registrant, effective as of March 28, 2001 (which is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 16, 2001).
Exhibit No. Description
10.13* Form of Change of Control Severance Agreement with management of the Registrant other than
the Chief Executive Officer and Chief Financial Officer, effective as of March 28, 2001 (which is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 16, 2001).
10.14 Amendment No. 1 to Lease by and between the Registrant and WJT, LLC, dated October 5, 2001,
regarding the space located at 4750 Willow Road, Pleasanton, California (which is incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 1, 2002).
10.15 PictureTel Corporation 1998 Acquisition Stock Option Plan and form of Non-Statutory Stock
Option (which are incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-72544) filed with the Commission on
October 31, 2001).
10.16* Polycom, Inc. 2001 Nonstatutory Stock Option Plan and form of agreement thereunder (which is
incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 13, 2001).
10.17 Atlanta Signal Processors, Incorporated 1997 Incentive Stock Plan and forms of Stock Option
Grant, Exercise Agreement and Employee Shareholder Agreement (which are incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-76312) filed with the Commission on January 4, 2002).
10.18* Amended Summary and Rescission of Arrangement between the Registrant and Robert C. Hagerty
(which is incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 18, 2003).
10.19* Form of Severance Agreement between the Registrant and Robert C. Hagerty (which is
incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 3, 2003).
10.20* Summary of Arrangement between the Registrant and its Senior Executive Officers (which is
incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 3, 2003).
10.21* Polycom, Inc. 2004 Equity Incentive Plan (which is incorporated by reference to Exhibit B to the
Registrant’s Definitive Proxy Statement filed on April 26, 2004),
10.22* Form of Nonemployee Director Nonqualified Stock Option Agreement (which is incorporated
herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on October 29, 2004).
10.23* Form of Non-officer Employee Stock Option Agreement (which is incorporated herein by
reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on October 29, 2004).
10.24* Form of Officer Stock Option Agreement (which is incorporated herein by reference to Exhibit
10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on October 29, 2004).
10.25 Lease Termination Agreement, dated as of June 18, 2004, by and among I&G Minuteman, L.L.C.,
PictureTel Corporation and Polycom, Inc. (which is incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on July 30, 2004)
10.26(1) Settlement Agreement, made and entered into as of November 12, 2004, by and between Polycom,
Inc. and Avistar Communications Corporation, together with its wholly-owned subsidiary Collaboration Properties, Inc.
Exhibit No. Description
23.1(1) Consent of Independent Registered Public Accounting Firm.
24.1(1) Power of Attorney (included on page 74 of this Annual Report on Form 10-K).
31.1(1) Certification of the President and Chief Executive Officer pursuant to Securities Exchange Act
Rules 13a-14(c) and 15d-14(a).
31.2(1) Certification of the Senior Vice President, Finance and Administration and Chief Financial Officer
pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a).
32.1(1) Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
* Indicates management contract or compensatory plan or arrangement.
(1) Filed herewith. (b) Exhibits.
See Item 15(a)(3) above.
(c) Financial Statement Schedules. See Items 8 and 15(a)(2) above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this 10th day of March, 2005.
POLYCOM, INC.
/s/ ROBERTC. HAGERTY
Robert C. Hagerty
Chairman of the Board of Directors, Chief Executive Officer and President
POWER OF ATTORNEY