|
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
|
||||
|
December
18, 2009
|
||||
|
Date
of Report (date of earliest event reported)
|
||||
|
AVISTAR
COMMUNICATIONS CORPORATION
|
||||
|
(Exact
name of Registrant as specified in its charter)
|
||||
|
Delaware
|
000-31121
|
88-0463156
|
||
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
Number)
|
||
|
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)
|
||||
|
Not
Applicable
|
||||
|
(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:
|
||||
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On December 18, 2009, Avistar
Communications Corporation ("Avistar") entered into a patent purchase
agreement to sell all right, title and interest in and to substantially all of
Avistar’s U.S patents and patent applications, and related foreign patents
and patent applications to Intellectual Ventures Fund 61 LLC ("Intellectual
Ventures"). The
closing of these transactions and payment of the purchase price are subject to
the satisfaction of customary closing conditions within 75 days of the date of
the agreement. In addition, Intellectual Ventures has the right to
terminate the agreement for any reason at anytime on or prior to December 25,
2009. Intellectual Ventures has agreed that, unless it cancels the
agreement on or prior to December 25, 2009, (a) Intellectual
Ventures will use commercially reasonable efforts to close the patent
purchase agreement within thirty calendar days, upon which Intellectual Ventures
will pay Avistar $11 million and (b) on closing, Intellectual Ventures will
grant Avistar and its subsidiaries for the lives of the patents, a
royalty-free, irrevocable, non-exclusive, non-sublicensable, right and license,
to make, have made, use, sell, offer for sale, import and export Avistar
products or services covered by the patents in the ordinary course of
business. These granted rights and licenses include rights for
authorized agents and end users of Avistar and its subsidiaries to form
combinations with other products for certain authorized
purposes. Avistar retains a limited time right to grant a single
licensee to certain patents related to the products and services of a third
party, subject to certain limitations, and in the event such license is not
consummated prior to closing, the right to grant a license to such third party
will transfer to Intellectual Ventures and Intellectual Ventures will pay
Avistar an additional sum if Intellectual Ventures licenses the third party
under the patents.
The foregoing summary does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Agreement, which will be filed as an exhibit to Avistar’s Annual Report on
Form 10-K for the year ended December 31, 2009.
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.
| AVISTAR COMMUNICATIONS CORPORATION | |||
|
Date:
December 24, 2009
|
By:
|
/s/ Elias MurrayMetzger | |
| Elias MurrayMetzger | |||
| Chief Financial Officer | |||