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<SEC-DOCUMENT>0000899078-04-000212.txt : 20040309
<SEC-HEADER>0000899078-04-000212.hdr.sgml : 20040309
<ACCEPTANCE-DATETIME>20040309103053
ACCESSION NUMBER:		0000899078-04-000212
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040309
ITEM INFORMATION:		
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040309

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FORGENT NETWORKS  INC
		CENTRAL INDEX KEY:			0000884144
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
		IRS NUMBER:				742415696
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0731

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-20008
		FILM NUMBER:		04656234

	BUSINESS ADDRESS:	
		STREET 1:		108 WILD BASIN RD
		CITY:			AUSTIN
		STATE:			TX
		ZIP:			78746
		BUSINESS PHONE:		5124372700

	MAIL ADDRESS:	
		STREET 1:		108 WILD BASIN RD
		CITY:			AUSTIN
		STATE:			TX
		ZIP:			78746

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VTEL CORP
		DATE OF NAME CHANGE:	19960401

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VIDEO TELECOM CORP
		DATE OF NAME CHANGE:	19960401
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>march92004-8k.txt
<TEXT>


                                  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


         Date of Report (Date of earliest event reported): March 9, 2004



                             FORGENT NETWORKS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Delaware                         0-20008                 74-2415696
- --------------------------------------------------------------------------------
(State or other jurisdiction of   (Commission File Number)     (IRS Employer
 incorporation or organization)                              Identification No.)


108 Wild Basin Road
Austin, Texas
                                                                   78746
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)





Registrant's telephone number, including area code:  (512) 437-2700



- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)







<PAGE>



Item 7. Financial Statements and Exhibits.

         (a) Not applicable.

         (b) Not applicable.

         (c) Exhibits.

         The following  exhibit to this Current  Report on Form 8-K is not being
filed but is being furnished pursuant to Item 12 below:

                  99.1     Press Release dated March 9, 2004


Item 12. Results of Operations and Financial Condition.

         On March 9, 2004,  the registrant  announced its financial  results for
the fiscal quarter ended January 31, 2004 by issuing a press  release.  The full
text of the press release issued in connection with the announcement is attached
hereto as Exhibit No. 99.1.  This  information is being  furnished under Item 12
(Results of Operations  and Financial  Condition) of Form 8-K. This  information
shall not be  deemed  "filed"  for  purposes  of  Section  18 of the  Securities
Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  or  incorporated  by
reference in any filing under the  Securities  Act of 1933,  as amended,  or the
Exchange Act,  except as shall be expressly  set forth by specific  reference in
such a filing.  The press release  contains and may  implicate,  forward-looking
statements   regarding  the  registrant  and  includes   cautionary   statements
identifying  important  factors  that  could  cause  actual  results  to  differ
materially from those anticipated.



                                       2
<PAGE>


                                    SIGNATURE

         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, thereunto duly authorized.

Date: March 9, 2004                       FORGENT NETWORKS, INC.


                                          By:   /s/ Richard N. Snyder
                                             ----------------------------------
                                          Name:  Richard N. Snyder
                                          Title: Chief Executive Officer




<PAGE>


                                  EXHIBIT INDEX



Exhibit No.                         Description
- -----------                         -----------

99.1                       Press Release dated March 9, 2004



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>extomarch92004-8k.txt
<TEXT>
Exhibit 99.1



For Immediate Release                                           FORGENT NETWORKS
Press contact:  Nelson Duffle                  Investor contact:  Michael Noonan
512.437.2532                                   512.437.2476
nelson_duffle@forgent.com                      michael_noonan@forgent.com

          Forgent Announces Results for the 2004 Fiscal Second Quarter


AUSTIN,  Texas,  Mar.  9,  2004--  Forgent(TM)  Networks  (Nasdaq:  FORG)  today
announced the results of the 2004 fiscal second quarter ending January 31, 2004.
Revenues  increased  by  approximately  71% to $6.6  million for the 2004 fiscal
second quarter,  compared to $3.9 million for the 2004 fiscal first quarter, due
to improved intellectual property revenues.

"Forgent's  intellectual  property program was successful during the quarter and
the company  continues to seek  additional  opportunities  in licensing its `672
patent. The performance for ALLIANCE(TM),  however,  was below our expectations.
As a result,  we made the decision to rapidly implement a leaner cost structure,
as well as simplify and streamline the product development and sales process for
ALLIANCE(TM),"   said  Richard  Snyder,   chairman  and  CEO  of  Forgent.   "We
repositioned  ALLIANCE(TM)  because  we are seeing a  positive  response  to our
Network  Simplicity  product  line,  which is driven  largely  by a lower  cost,
telephone  and  web-based  sales   strategy.   We  are  focusing  on  small  and
medium-sized  businesses,  as  well  as  departments  and  divisions  of  larger
enterprises, where we see the best immediate prospects."

Fiscal Second Quarter Results
The results of the 2004 fiscal second  quarter as well as the future outlook for
the enterprise  software  business were less than anticipated and  consequently,
Forgent  was  required  to take an $11.8  million  impairment  charge  primarily
related to certain software assets. The asset impairment charge is broken out as
follows:

o    A  charge  of $4.8  million  was  recorded  in cost of  goods  sold  for an
     impairment of capitalized  software development related to ALLIANCE(TM) and
     certain pre-paid expenses
o    A charge of $7.0 million was recorded in operating expense as an impairment
     of goodwill, certain leases and other assets

As a result of these  impairments,  gross  margins  were ($1.9)  million for the
fiscal second quarter of 2004 compared to $1.6 million for the 2004 fiscal first
quarter.  Operating expenses increased to approximately $11.5 million, primarily
due to the impairments.  Including the effects of the charge,  which was largely
non-cash,  the net loss was $13.5  million  or $0.55  per  share for the  second
fiscal  quarter  of 2004,  compared  to a net loss of $2.5  million or $0.10 per
share the first fiscal quarter of 2004.  Cash,  cash  equivalents and short-term
investments  declined  at the end of the second  quarter  compared  to the first
fiscal quarter of 2004 to approximately $25 million.

Intellectual Property
The intellectual  property program revenues  increased by approximately  104% to
$5.8 million for the fiscal second  quarter of 2004 compared to $2.9 million for
the first quarter of fiscal 2004.  Since the  intellectual  property program was
initiated,  Forgent has garnered over $88 million in license  revenue.  The `672
patent program has a wide field of use including  licensing  opportunities  with
any digital  still image device used to compress,  store,  manipulate,  print or
transmit  digital  still images.  Forgent has noticed  companies in such diverse
geographies as Asia, Europe and North America. The company believes that through
these efforts it will have additional  licensing revenue in subsequent quarters,
although we cannot predict the timing and amounts.

Software
Software  revenues  were $0.8  million  for the second  quarter  of fiscal  2004
compared  to $1.0  million  for the first  quarter of fiscal  2004.  Forgent has
realigned  its software  sales  strategy to a more cost  efficient  distribution
model that streamlines the purchase process and simplifies the overall sale. Our
offerings include Network Simplicity's Meeting Room Manager, which provides room
scheduling,  and ALLIANCE(TM),  which provides unified scheduling of all meeting
logistics using the corporate calendaring platforms of Lotus Notes and Microsoft
Outlook.

<PAGE>

Other Items
The company  reported income from  discontinued  operations of $563,000 or $0.02
per share for the 2004 fiscal second  quarter  resulting  from the settlement of
funds  held  for  purchase  price  adjustments   related  to  the  sale  of  the
videoconferencing hardware services business.

Conference Call and Webcast
Forgent has scheduled a conference  call with the investment  community for Tue,
Mar.  9, 2004,  at 10:00 a.m.  CT (11:00  a.m.  ET) to discuss  the  quarter and
outlook.

To participate, dial 800-884-5695 ten minutes before the conference call begins,
ask for  the  Forgent  event,  and use a pass  code of  86536175.  International
callers  should dial  617-786-2960  and use a pass code of 86536175.  Investors,
analysts,  media and the general public will also have the opportunity to listen
to the conference call over the Internet by visiting the investor relations page
of Forgent's  web site at  www.forgent.com.  To listen to the live call,  please
visit the web site at least  fifteen  minutes  early to  register,  download and
install any necessary  audio  software.  For those who cannot listen to the live
broadcast,  a replay will be  available  shortly  after the call on the investor
relations page of our web site at www.forgent.com.

About Forgent
Forgent(TM)  Networks  provides a spectrum of  scheduling  software that enables
organizations  to  streamline  the  planning and  execution  of their  meetings.
Forgent's  offerings include Network  Simplicity's  Meeting Room Manager,  which
provides  web-based room scheduling  capabilities  and ALLIANCE,  which provides
unified  scheduling  of all  meeting  logistics  through  corporate  calendaring
platforms  Microsoft  Outlook and Lotus Notes. For additional  information visit
www.forgent.com.

Safe Harbor
This release may include projections and other  forward-looking  statements that
involve a number of risks  and  uncertainties  and as such,  actual  results  in
future periods may differ  materially from those currently  expected or desired.
Some of the factors that could cause actual results to differ materially include
changes in the general  economy and the  technology  industry,  rapid changes in
technology,  sales  cycle and product  implementations,  risks  associated  with
transitioning  to a new  business  model and the  subsequent  limited  operating
history,  the possibility of new entrants into the scheduling  software  market,
the  possibility  that the market for the sale of certain  software and services
may not develop as expected, that development of these software and services may
not proceed as planned,  risks  associated with the company's  license  program,
including  risks of  litigation  involving  intellectual  property,  patents and
trademarks, merger activities and acquisition integration. Additional discussion
of these and other risk factors  affecting the company's  business and prospects
is contained in the company's periodic filings with the SEC.


                                       2
<PAGE>


<TABLE>
<CAPTION>

                                                        FORGENT NETWORKS, INC.
                                                      CONSOLIDATED BALANCE SHEETS
                                             (Amounts in thousands, except per share data)

                                                                             JANUARY 31,            JULY 31,
                                                                                 2004                 2003
                                                                          -------------------    ----------------
                                                                              (UNAUDITED)
<C>                                                                       <C>                    <C>

                                 ASSETS
Current Assets:
     Cash and equivalents, including restricted cash of $650 and $730
           At January 31, 2004 and July 31, 2003, respectively            $      18,497          $    21,201
     Short-term investments                                                       6,403                3,845
     Accounts receivable, net of allowance for doubtful accounts of
        $125 and $0 at January 31, 2004 and July 31, 2003                         1,720                9,457
     Notes receivable, net of reserve of $780 and $639 at January 31,
        2004 and July 31, 2003                                                       77                   74
     Prepaid expenses and other current assets                                      451                  415
                                                                          -------------------    ----------------
        Total Current Assets                                                     27,148               34,992

Property and equipment, net                                                       3,406                2,158
Intangible assets, net                                                              358                5,042
Capitalized software, net                                                            --                4,827
Other assets                                                                        265                  230
                                                                          -------------------    ----------------
                                                                          $      31,177          $    47,249
                                                                          ===================    ================
                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Accounts payable                                                     $       1,987          $     3,178
     Accrued compensation and benefits                                              360                  683
     Other accrued liabilities                                                    1,392                1,661
     Notes payable, current position                                                362                  323
     Deferred revenue                                                               538                  281
                                                                          -------------------    ----------------
        Total Current Liabilities                                                 4,639                6,126

Long-Term Liabilities:
         Deferred revenue                                                            56                   59
      Other long-term obligations                                                 2,673                1,810
                                                                          -------------------    ----------------
        Total Long-Term Liabilities                                               2,729                1,869

Stockholders' equity:
     Preferred stock, $.01 par value; 10,000 Authorized;
         none issued or outstanding                                                  --                   --
     Common stock, $.01 par value; 40,000 authorized; 26,383 and
       26,172 shares issued; 24,662 and 24,588 shares outstanding at
       January 31, 2004 and July 31, 2003, respectively                             263                  261
     Treasury stock, 1,721 and 1,584 issued at January 31, 2004 and
       July 31, 2003, respectively                                              (4,685)              (4,231)
     Additional paid-in capital                                                 264,346              263,875
     Accumulated deficit                                                      (236,017)            (219,991)
     Unearned compensation                                                        (102)                 (28)
     Accumulated other comprehensive income                                           4                (632)
                                                                          -------------------    ----------------
       Total Stockholders' Equity                                                23,809               39,254
                                                                          -------------------    ----------------
                                                                          $      31,177          $    47,249
                                                                          ===================    ================

</TABLE>


                                       3
<PAGE>


<TABLE>
<CAPTION>


                                                        FORGENT NETWORKS, INC.
                                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (Amounts in thousands, except per share data)

                                                                   FOR THE                               FOR THE
                                                              THREE MONTHS ENDED                    SIX MONTHS ENDED
                                                                 JANUARY 31,                           JANUARY 31,
                                                            2004              2003               2004               2003
                                                       ---------------    --------------    ----------------    --------------
                                                                 (UNAUDITED)                            (UNAUDITED)
<C>                                                       <C>              <C>                 <C>                 <C>

REVENUES:
     Software and professional services                   $       793      $      1,031        $      1,792        $    2,245
     Intellectual property licensing                            5,820             7,255               8,670            13,468
     Other                                                         --                88                  22               469
                                                       ---------------    --------------    ----------------    --------------
        Total revenues                                          6,613             8,374              10,484            16,182

COST OF SALES:
     Software and professional services                         5,600               740               6,450             1,473
     Intellectual property licensing                            2,910             3,628               4,335             6,734
     Other                                                         --                37                  24               420
                                                       ---------------    --------------    ----------------    --------------
        Total cost of sales                                     8,510             4,405              10,809             8,627

GROSS MARGIN                                                   (1,897)            3,969                (325)            7,555

OPERATING EXPENSE:
     Selling, general and administrative                        3,384             2,524               6,417             5,567
     Research and development                                   1,149               711               2,233             1,883
     Amortization of intangible assets                             12                                    17
     Impairment of assets                                       6,989                --               6,989              (499)
                                                       ---------------    --------------    ----------------    --------------
        Total operating expenses                               11,534             3,235              15,656             6,951

(LOSS) INCOME FROM OPERATIONS                                 (13,431)              734             (15,981)              604

OTHER (EXPENSES) INCOME:
     Interest income                                               54                28                 115                86
     Foreign currency translation                                (633)                --               (633)                --
     Interest expense and other                                   (56)              (37)               (100)              (38)
                                                       ---------------    --------------    ----------------    --------------
        Total other (expenses) income                            (635)               (9)               (618)                48

(LOSS) INCOME FROM CONTINUING
    OPERATIONS, BEFORE INCOME TAXES                           (14,066)              725             (16,599)               652
     Provision for income taxes                                    --               (11)                 --                (10)
                                                       ---------------    --------------    ----------------    --------------
(LOSS) INCOME FROM CONTINUING OPERATIONS                      (14,066)              714             (16,599)               642

     Income from discontinued operations, net of                   --               601                  --              1,598
income taxes
     Income on disposal, net of income taxes                     563                 --                 573                --
                                                       ---------------    --------------    ----------------    --------------
INCOME FROM DISCONTINUED
     OPERATIONS, NET OF INCOME TAXES                             563                601                 573              1,598
                                                       ---------------    --------------    ----------------    --------------
NET (LOSS) INCOME                                         $  (13,503)      $      1,315        $    (16,026)       $     2,240
                                                       ===============    ==============    ================    ==============

BASIC AND DILUTED (LOSS) INCOME PER SHARE:
     (Loss) income from continuing operations             $    (0.57)      $       0.03        $      (0.67)       $      0.03
                                                       ===============    ==============    ================    ==============
     Income from discontinued operations                  $     0.02       $       0.02        $       0.02        $      0.06
                                                       ===============    ==============    ================    ==============
     Net (loss) income                                    $    (0.55)      $       0.05        $      (0.65)       $      0.09
                                                       ===============    ==============    ================    ==============
WEIGHTED AVERAGE SHARES OUTSTANDING:
     Basic                                                    24,639             24,638              24,619             24,725
     Diluted                                                  24,639             25,030              24,619             25,272


</TABLE>



                                       4

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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