SECURITIES AND EXCHANGE COMMISSION
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
	January 25, 2012
	—————————— February 2, 2012
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)
(Address of principal executive offices, including zip code)
	(650) 525-3300
	————————— (650) 525-3300
(Registrant's telephone number, including area code)
(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: oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Section ~~2.02~~1 ~~Results~~- ofRegistrant’s ~~Operations~~Business and ~~Financial Condition.~~Operations

OnItem ~~January~~1.01 ~~26,~~Entry ~~2012,~~into ~~Avistar Communications Corporation (“Avistar”) issued~~ a ~~press~~Material ~~release~~Definitive ~~discussing its financial performance for the fourth quarter and the fiscal year ended December 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1.~~Agreement

~~The~~ On ~~attached~~February ~~press~~2, ~~release~~2012, ~~includes~~Avistar aCommunications ~~discussion~~Corporation of (“~~adjusted EBITDA~~Avistar”, aor ~~non-GAAP~~the ~~financial~~“Company”), ~~measure~~as ~~that~~subtenant, ~~Avistar~~entered ~~defines~~into asa ~~earnings~~sublease ~~before~~agreement ~~net~~(the ~~interest,~~“Sublease ~~income~~Agreement”) ~~taxes,~~with ~~depreciation,~~Webroot ~~and amortization~~Inc, asa ~~further~~Delaware ~~adjusted~~corporation ~~for~~(the ~~stock-based~~“Sublandlord”), ~~compensation.~~effective ~~Avistar~~as ~~believe~~of ~~adjusted~~February ~~EBITDA~~1, is2012, ~~relevant and useful information~~ to ~~its~~sublease ~~investors~~approximately as13,384 square ~~this~~feet ~~measure is an integral part~~ of ~~Avistar’s~~office ~~internal~~space ~~management~~located ~~reporting~~at ~~and~~1855 ~~planning~~South ~~process~~Grant ~~and~~Street, is4th aFloor, ~~primary~~San ~~measure~~Mateo, ~~used~~California by94402 ~~Avistar management to evaluate~~ (the ~~operating~~“Premises”). ~~performance~~The ofSublease ~~Avistar’s~~Agreement ~~business.~~is ~~This~~subject ~~non-GAAP~~and ~~measure~~subordinate ~~should~~to bethat ~~considered~~certain inMaster ~~addition~~Lease toAgreement ~~results~~by ~~prepared~~and inbetween ~~accordance~~the ~~with~~Sublandlord, ~~GAAP~~as tenant, ~~but~~and ~~should~~Crossroads ~~not~~Associates beand ~~considered~~Clocktower aAssociates, ~~substitute~~as ~~for~~landlord, ordated ~~superior~~March to17, ~~GAAP results~~2010. InThe ~~addition,~~office ~~Avistar’s~~space ~~definition~~will ofbe ~~adjusted~~used ~~EBITDA~~as ~~may~~Avistar’s ~~not~~corporate beheadquarters, ~~comparable~~replacing to the ~~definitions~~Company’s ascurrent ~~reported~~lease bywith ~~other~~Crossroads ~~companies.~~Associates Aand ~~reconciliation~~Clocktower ofAssociates ~~this~~for ~~non-GAAP~~the ~~measure~~office tospace ~~GAAP~~located ~~can~~at be1875 ~~found~~South ~~following~~Grant ~~the~~Street, ~~text~~10th ofFloor, ~~the~~San ~~press~~Mateo, ~~release~~California 94402.

The ~~information~~term inof ~~this~~the ~~Form~~Sublease ~~8-K~~Agreement ~~and~~will ~~the~~commence ~~exhibit~~on ~~attached~~May ~~hereto~~1, ~~shall~~2012 ~~not~~(the ~~be deemed~~ “~~filed~~Commencement Date”) ~~for~~and ~~purposes~~will ofterminate ~~Section~~on 18April ~~of the Securities Exchange Act of 1934~~30, as2015 ~~amended,~~ (the “~~Exchange~~Sublease ~~Act~~Term”). orThe ~~otherwise~~Company ~~subject~~shall tohave ~~the~~no ~~liabilities~~right ofto ~~that~~extend ~~section,~~the ~~nor~~Sublease ~~shall~~Term. itThe beSublease ~~deemed~~Agreement ~~incorporated~~provides bythe ~~reference~~Company inwith ~~any~~rent-free ~~filing~~early ~~under~~access to the ~~Securities~~Premises ~~Act~~on ~~of 1933, as amended,~~ or ~~the~~after ~~Exchange~~February ~~Act~~15, ~~regardless~~2012 ofand ~~any~~prior ~~general~~to ~~incorporation~~the ~~language~~Commencement ~~in such filing~~Date.

~~Section~~Under the Sublease Agreement, the Company will pay a monthly base rent of $32,121.60 per month for the third through the twelfth month of the Sublease Term, $33,460.00 per month for the thirteenth through twenty fourth month of the Sublease Term, and $34,798.40 per month for the twenty fifth through thirty sixth month of the Sublease Term. No rent will be due for the first two months of the Sublease Term. Additionally, throughout the Sublease Term, the Company shall pay the Sublandlord its share of certain additional operating costs as specified in the Sublease Agreement. Pursuant to and upon execution of the Sublease Agreement, the Company 5will –pay a ~~Corporate~~security ~~Governance~~deposit of $31,121.60 and ~~Management~~the first full month rent of $31,121.60 (to be applied to the third month of the Sublease Term) to the Sublandlord.

~~Item~~The 5foregoing summary description of the Sublease Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sublease Agreement, which is filed as Exhibit 10.021 hereto and incorporated herein by reference.

~~(e)~~Section ~~Compensatory~~2 ~~Arrangements~~– ofFinancial ~~Certain Officers~~Information

OnItem ~~January 25, 2012, the Compensation Committee of Avistar Communications Corporation approved the Avistar 2012 management by objectives bonus plan, or the 2012 MBO Bonus Plan~~2. ~~Avistar’s executive officers and managers are expected to be eligible to participate in the 2012 MBO Bonus Plan~~03. ~~The~~ Creation ~~purpose~~ of the Plan is to reward employees for contributions toward Avistar’s business objectives and to aid in retaining and motivating employees. The total bonus pool and target revenue for fiscal 2012 will be either $750,000 and $17.5 million, respectively, or $1,000,000 and $19.2 million, respectively. Any payouts under the 2012 MBO Bonus Plan will be subject to Avistar’s achievement of the 2012 revenue target at a ~~90%~~Direct ~~level~~Financial orObligation ~~greater. A participant’s payout will be a percentage of his~~ or ~~her~~an ~~base~~Obligation salary and will be based on Avistar’s performance and achievement of individual MBO targets. Up to 100% of the 2012 MBO Bonus Plan will be paid if Avistar meets the revenue target and all individual MBO goals are met. The payout amounts range from $100,000 to $140,000 for Robert Kirk, Chief Executive Officer, and from $60,000 to $80,000 for other executive officers. Payouts to eligible employees under ~~the~~an ~~2012 MBO Bonus Plan are expected to be paid 30 days after Avistar’s 2012 fiscal year~~Off-~~end~~Balance ~~earnings~~Sheet ~~release.~~Arrangement ~~Subject to applicable laws, payments under the 2012 MBO Bonus Plan will only be made to eligible persons employed by Avistar at the time~~ of ~~payment.~~a Registrant

OnThe ~~January~~disclosure ~~25,~~set ~~2012,~~forth ~~the~~under ~~Compensation~~Item ~~Committee~~1.01 ~~also~~of ~~approved~~this anReport ~~increase~~on inForm ~~the~~8-K ~~annual~~is ~~salary~~incorporated ~~for~~by ~~Mr.~~reference ~~Elias~~into ~~MurrayMetzger~~this ~~from~~Item ~~$215,000 to $250,000, retroactive to January 1, 2012~~2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Avistar Communications Corporation dated January 26, 2012.
10.1	Sublease Agreement by and between Avistar Communications Corporation and Webroot Inc dated February 1, 2012

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: January 31, 2012	By:	/s/Elias MurrayMetzger
Date: February 7, 2012	By:	/s/Elias MurrayMetzger
		Elias MurrayMetzger
		Chief Financial Officer, Chief Administrative Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Avistar Communications Corporation dated January 26, 2012.
10.1	Sublease Agreement by and between Avistar Communications Corporation and Webroot Inc dated February 1, 2012

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