SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant | |
Filed by a Party other than the Registrant |X|
Check the appropriate box:
| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
| | Definitive Proxy Statement
| | Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
PREMIERE GLOBAL SERVICES, INC.
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(Name of Registrant as Specified in Its Charter)
CRESCENDO PARTNERS II, L.P., SERIES E
CRESCENDO INVESTMENTS II, LLC
ERIC S. ROSENFELD
COLIN D. WATSON
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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| | Fee paid previously with preliminary materials:
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| | Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
2
Crescendo Partners II, L.P., Series E ("Crescendo Partners"),
together with the other participants named herein, is filing materials contained
in this Schedule 14A with the Securities and Exchange Commission ("SEC") in
connection with the solicitation of proxies for the election of two nominees as
directors and in support of its business proposal at the 2007 annual meeting of
stockholders (the "Annual Meeting") of Premiere Global Services, Inc. ("Premiere
Global"). Crescendo Partners has not yet filed a proxy statement with the SEC
with regard to the Annual Meeting.
Item 1: On December 1, 2006, Crescendo Partners issued the following
press release:
FOR IMMEDIATE RELEASE
CRESCENDO PARTNERS DELIVERS NOTICE TO PREMIERE GLOBAL SERVICES, INC.
OF ITS INTENTION TO NOMINATE TWO INDIVIDUALS FOR ELECTION TO
PREMIERE GLOBAL'S BOARD AND TO SUBMIT A BUSINESS PROPOSAL AT
PREMIERE'S 2007 ANNUAL MEETING OF STOCKHOLDERS
BELIEVES COMPANY'S SHARE PRICE IS UNDERVALUED AND URGES COMPANY TO EXPLORE
STRATEGIC ALTERNATIVES TO MAXIMIZE STOCKHOLDER VALUE
NEW YORK, NY - DECEMBER 1, 2006 - Crescendo Partners II, L.P., Series E, which
beneficially owns an aggregate of 2,809,400 shares, or approximately 4.0% of the
outstanding shares, of common stock of Premiere Global Services, Inc. (NYSE:PGI)
announced today that it sent a letter dated November 30, 2006 to Premiere
Global, serving notice of its intention to nominate Eric S. Rosenfeld and Colin
D. Watson for election to the Premiere Global Board at Premiere Global's 2007
annual meeting of stockholders. The letter also notified Premiere Global of
Crescendo Partners' submission of a business proposal to amend Premiere Global's
Bylaws to declassify Premiere Global's Board of Directors.
"We believe that the shares of Premiere Global are significantly
undervalued and we urge Premiere Global to explore strategic alternatives to
maximize stockholder value" stated Eric Rosenfeld, the managing member of the
general partner of Crescendo Partners II, L.P., Series E.
Eric S. Rosenfeld has been the president and chief executive officer
of Crescendo Partners, L.P., a New York-based investment firm, since its
formation in November 1998. Prior to forming Crescendo Partners, Mr. Rosenfeld
had been managing director at CIBC Oppenheimer and its predecessor company
Oppenheimer & Co., Inc. since 1985. Mr. Rosenfeld has served or currently serves
on the board of directors of over a dozen publicly-traded companies. Mr.
Rosenfeld received an A.B. in economics from Brown University and an M.B.A. from
the Harvard Business School.
Colin D. Watson is a seasoned executive who served as president and
chief executive officer of Vector Aerospace Corporation, a company engaged in
the aviation repair and overhaul industry, from November 2003 through December
2004. From April 1996 until January 2002, Mr. Watson served in various senior
positions, including CEO, with Spar Aerospace Limited. From April 1974 to April
1996, Mr. Watson was president and chief executive officer of Rogers Cable TV,
one of Canada's largest cable providers. He is currently a director of several
publicly-traded companies, including Rogers Communications Inc. and
Louisiana-Pacific Corporation. Mr. Watson received a Ba.Sc. (Mechanical
Engineering) from the University of British Columbia and an MBA from the Richard
Ivey School of Business at the University of Western Ontario.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Crescendo Partners II, L.P., Series E ("Crescendo Partners"),
together with the other participants named herein, intends to make a preliminary
filing with the Securities and Exchange Commission ("SEC") of a proxy statement
and an accompanying proxy card to be used to solicit votes for the election of
its nominees and support of its business proposal at the 2007 annual meeting of
stockholders of Premiere Global Services, Inc., a Georgia corporation (the
"Company").
CRESCENDO PARTNERS ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE
AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY
STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
THE PARTICIPANTS' PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE
NUMBER: (800) 322-2885 OR BY E-MAIL AT: PROXY@MACKENZIEPARTNERS.COM.
The participants in the proxy solicitation are Crescendo Partners
II, L.P., Series E, a Delaware limited partnership ("Crescendo Partners"),
Crescendo Investments II, LLC, a Delaware limited liability company ("Crescendo
Investments II"), Eric Rosenfeld and Colin D. Watson (the "Participants").
Crescendo Partners beneficially owns 2,809,400 shares of Common
Stock of the Company. As the general partner of Crescendo Partners, Crescendo
Investments II may be deemed to beneficially own the 2,809,400 shares of the
Company beneficially owned by Crescendo Partners II. Eric Rosenfeld may be
deemed to beneficially own 2,809,400 shares of the Company by virtue of his
position as managing member of Crescendo Investments II.
Mr. Watson beneficially owns 5,000 shares of the Company.
FOR ADDITIONAL INFORMATION PLEASE CONTACT:
MacKenzie Partners, Inc.
Bob Sandhu / Bob Marese
(212) 929-5500
Item 2: On December 1, 2006, Crescendo Partners delivered the
following nomination letter to the Corporate Secretary of Premiere Global:
CRESCENDO PARTNERS II, L.P., SERIES E
10 EAST 53RD STREET, 36TH FLOOR
NEW YORK, NEW YORK 10022
November 30, 2006
VIA FACSIMILE AND FEDERAL EXPRESS
Premiere Global Services, Inc.
3399 Peachtree Road NE
The Lenox Building, Suite 700
Atlanta, Georgia 30326
Attn: Corporate Secretary
Re: NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS DIRECTORS
AND TO SUBMIT A BUSINESS PROPOSAL FOR CONSIDERATION AT THE 2007 ANNUAL
MEETING OF STOCKHOLDERS OF PREMIERE GLOBAL SERVICES, INC.
Dear Sir:
This letter shall serve to satisfy the advance notice requirements of Section
3.8 of the Second Amended and Restated Bylaws (the "Bylaws") of Premiere Global
Services, Inc., a Georgia corporation ("Premiere"), as to the nomination by
Crescendo Partners II, L.P., Series E ("Crescendo Partners") of two (2) nominees
for election to the Board of Directors of Premiere (the "Premiere Board") at the
2007 annual meeting of stockholders of Premiere, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"). This letter shall
also serve to satisfy the advance notice requirements of Section 2.13 of the
Bylaws of Premiere as to the submission of a business proposal by Crescendo
Partners for consideration at the Annual Meeting.
This letter and the Exhibit attached hereto are collectively referred to as the
"Notice." Crescendo Partners is the beneficial owner of 2,809,400 shares of
common stock (the "Common Stock"), of Premiere, 1,000 shares of which are held
of record by Crescendo Partners. Through this Notice, Crescendo Partners (i)
hereby nominates and notifies you of its intent to nominate Eric S. Rosenfeld
and Colin D. Watson as nominees (the "Nominees") to be elected to the Premiere
Board as Class I directors at the Annual Meeting and (ii) hereby submits and
notifies you if its intention to submit a business proposal for consideration at
the Annual Meeting seeking stockholder approval to amend Section 3.2 of the
Bylaws in order to declassify the Premiere Board. Crescendo Partners believes
that the terms of two (2) Class I directors currently serving on the Premiere
Board expire at the Annual Meeting. To the extent there are in excess of two (2)
vacancies on the Premiere Board to be filled by election at the Annual Meeting
or Premiere increases the size of the Premiere Board above its existing size,
Crescendo Partners reserves the right to nominate additional nominees to be
elected to the Premiere Board at the Annual Meeting. Additional nominations made
pursuant to the preceding sentence are without prejudice to the position of
Crescendo Partners that any attempt to increase the size of the current Premiere
Board or to reconstitute or reconfigure the classes on which the current
directors serve constitutes an unlawful manipulation of Premiere's corporate
machinery. If this Notice shall be deemed for any reason by a court of competent
jurisdiction to be ineffective with respect to the nomination of either of the
Nominees at the Annual Meeting, or if either of the Nominees shall be unable to
serve for any reason, this Notice shall continue to be effective with respect to
the remaining Nominee and as to any replacement Nominee(s) selected by Crescendo
Partners. Crescendo Partners reserves the right to challenge any action that may
be taken by Premiere, including any amendment to the Amended and Restated
Articles of Incorporation or the Bylaws of Premiere, that would have the effect
of enjoining, prohibiting or limiting Crescendo Partners from submitting or
implementing its business proposal.
The information concerning the Nominees required by Section 3.8 of the Bylaws is
set forth below:
THE NAME, AGE, BUSINESS ADDRESS, RESIDENCE ADDRESS, PRINCIPAL BUSINESS
OR OCCUPATION DURING THE PAST FIVE YEARS, ANY AFFILIATION WITH OR
MATERIAL INTEREST IN PREMIERE OR ANY TRANSACTION INVOLVING PREMIERE
AND ANY AFFILIATION WITH OR MATERIAL INTEREST IN ANY PERSON OR ENTITY
HAVING AN INTEREST MATERIALLY ADVERSE TO PREMIERE:
ERIC S. ROSENFELD (AGE 49) has been the president and chief executive
officer of Crescendo Partners, L.P., a New York-based investment firm,
since its formation in November 1998. He has also been the senior
managing member of Crescendo Advisors II LLC, a New York-based
investment firm, since its formation in August 2000. Since its
inception in June 2006, Mr. Rosenfeld has been the chairman of the
board, chief executive officer and president of Rhapsody Acquisition
Corp., a blank check company with an objective to acquire an operating
business. From its inception in April 2004 until June 2006, Mr.
Rosenfeld was the chairman of the board, chief executive officer and
president of Arpeggio Acquisition Corporation, an OTC Bulletin
Board-listed blank check company formed to effect a merger, capital
stock exchange, asset acquisition or other similar business
combination with an operating business. Arpeggio Acquisition
Corporation completed its business combination with Hill
International, Inc. in June 2006 and since such time Mr. Rosenfeld has
served as a director of the surviving company. Prior to forming
Crescendo Partners, Mr. Rosenfeld had been managing director at CIBC
Oppenheimer and its predecessor company Oppenheimer & Co., Inc. since
1985. Mr. Rosenfeld is currently chairman of the board of CPI
Aerostructures, Inc., an American Stock Exchange-listed company
engaged in the contract production of structural aircraft parts
principally for the United States Air Force and other branches of the
U.S. armed forces. He became chairman in January 2005 and a director
in April 2003. He has been the chairman of the board of Computer
Horizons Corp., a Nasdaq-listed company that provides IT professional
services with a concentration in sourcing and managed services, since
October 2005. He has been a director of Sierra Systems Group, Inc., a
Toronto Stock Exchange-listed information technology, management
consulting and systems integration firm based in Canada, since October
2003. He has been a director of Emergis Inc., a Toronto Stock
Exchange-listed company that enables the electronic processing of
transactions in the finance and healthcare industries, since July
2004. He was a director of Geac Computer Corporation Limited, a
Toronto Stock Exchange and Nasdaq-listed software company, from
October 2005 until its sale to Golden Gate Capital in March 2006. He
served as a director of Hip Interactive, a Toronto Stock
Exchange-listed company that distributes and develops electronic
entertainment products, from November 2004 until July 2005. Mr.
Rosenfeld also served as a director of AD OPT Technologies Inc., which
was a Toronto Stock Exchange-listed company, from April 2003 until its
sale to Kronos Inc. in November 2004. Mr. Rosenfeld also served as a
director and head of the special committee of Pivotal Corporation, a
Canadian-based customer relations management software company, from
July 2003 until it was sold to chinadotcom in February 2004. Mr.
Rosenfeld received an A.B. in economics from Brown University and an
M.B.A. from the Harvard Business School. The business address of Mr.
Rosenfeld is 10 East 53rd Street, 36th Floor, New York, New York
10022. Mr. Rosenfeld's residential address is 1 Osborn Road, Harrison,
New York 10528.
Mr. Rosenfeld does not have any affiliation with or material interest
in Premiere or any transaction involving Premiere, nor does he have
any affiliation with or material interest in any person or entity
having an interest materially adverse to Premiere, other than by
virtue of serving as the managing member of the general partner of
Crescendo Partners, the stockholder providing this Notice, and serving
as a Nominee of Crescendo Partners.
COLIN D. WATSON (AGE 65) served as president and chief executive
officer of Vector Aerospace Corporation, a company engaged in the
aviation repair and overhaul industry, from November 2003 through
December 2004. He is a director of Louisiana-Pacific Corporation, a
company engaged in the manufacturing of building products, Rogers
Communications Inc., one of Canada's largest communication companies,
Great Lakes Carbon, a company that produces calcined petroleum coke, B
Split 11 Corporation, a mutual fund corporation created to hold a
portfolio of common shares of BCE Inc., Cygnal Technologies
Corporation, a Toronto Stock Exchange-listed communications provider,
Northstar Aerospace Corporation, a Toronto Stock Exchange-listed
manufacturer of components and assemblies to the global aerospace
industry, Vector Aerospace Corporation, a Toronto Stock
Exchange-listed provider of aviation maintenance, repair and overhaul
services for fixed-wing and rotary-wing aircraft, and Rhapsody
Acquisition Corp. From April 1996 until January 2002, Mr. Watson
served in various positions with Spar Aerospace Limited, a company
that provides repair and overhaul services for aircraft and
helicopters used by governments and commercial airlines. In December
2001, he retired from the office of vice-chairman of Spar Aerospace
Limited, a position he had held since January 2001. From January 2000
to December 2000, he was vice-chairman and chief executive officer of
Spar Aerospace Limited and from April 1996 until December 1999, he was
its president and chief executive officer. From April 1974 to April
1996, Mr. Watson was president and chief executive officer of Rogers
Cable TV, one of Canada's largest cable providers, and a director of
Rogers Communications Inc. as well as director, president and chief
executive officer of Rogers Cable TV. Mr. Watson is a member of the
Chairman's Advisory Council of Harbourfront Centre and Sunnybrook
Foundation and is a past Chairman of the Toronto Film Festival. Mr.
Watson has been a member of the board of directors of Arpeggio
Acquisition Corporation since its inception in April 2004. Mr. Watson
received a Ba.Sc. (Mechanical Engineering) from the University of
British Columbia and an MBA from the Richard Ivey School of Business
at the University of Western Ontario. The business and residential
address of Mr. Watson is 72 Chestnut Park Road, Toronto, Ontario,
Canada M4W 1W8.
Mr. Watson does not have any affiliation with or material interest in
Premiere or any transaction involving Premiere, nor does he have any
affiliation with or material interest in any person or entity having
an interest materially adverse to Premiere other than by virtue of
serving as a Nominee of Crescendo Partners. As of the date hereof, Mr.
Watson beneficially owns 5,000 shares of Common Stock.
The information required by Section 3.8 of the Bylaws regarding the sworn
statement from the stockholder providing the Notice is set forth below:
The sworn statement of Eric S. Rosenfeld, as the managing member of
the general partner of Crescendo Partners, that each of the Nominees
has consented to being nominated and that Crescendo Partners believes
that each of the Nominees will stand for election and will serve if
elected is attached hereto as Exhibit A.
The information required by Section 2.13 of the Bylaws regarding the
business proposal that Crescendo Partners intends to submit for consideration at
the Annual Meeting is set forth below:
A BRIEF DESCRIPTION OF THE MATTER OF BUSINESS THAT CRESCENDO PARTNERS
PROPOSES TO BRING BEFORE THE ANNUAL MEETING, THE REASONS FOR
CONDUCTING SUCH BUSINESS AT THE ANNUAL MEETING AND ANY MATERIAL
INTEREST OF CRESCENDO PARTNERS IN SUCH BUSINESS:
Crescendo Partners hereby submits a proposal for stockholder approval
to amend Section 3.2 of the Bylaws to declassify the Premiere Board.
The amendment to the Bylaws would be effected by deleting Section 3.2
of the Bylaws in its entirety and replacing it with the following:
"3.2 NUMBER, ELECTION AND TERM OF OFFICE. The number of directors of
the Corporation shall be fixed by resolution of the Board of Directors
from time to time and, until otherwise determined, shall be between
three and ten; PROVIDED, HOWEVER, that no decrease in the number of
directors shall have the effect of shortening the term of an incumbent
director. Except as provided in Section 3.4, all directors of the
Corporation shall be elected at each annual meeting of shareholders,
or at a special meeting of shareholders called for purposes that
include the election of directors, by a plurality of the votes cast by
the shares entitled to vote and present at the meeting. Each director
shall hold office until the next election of directors by the
shareholders and until such director's successor shall have been duly
elected and qualified, except in the case of such director's earlier
death, retirement, disqualification, resignation or removal. If the
number of directors is increased and any newly created directorships
are filled by the Board of Directors, the terms of the additional
directors shall expire at the next election of directors by the
shareholders."
Crescendo Partners is submitting this business proposal because it
believes that the annual election of directors would give stockholders
a greater voice in the governance of Premiere. Crescendo Partners does
not have a material interest in such business proposal except as
otherwise set forth herein.
THE NAME, AS BELIEVED TO APPEAR ON PREMIERE'S BOOKS, AND THE ADDRESS
OF THE STOCKHOLDER PROPOSING THE BUSINESS:
CRESCENDO PARTNERS II L/P SER E
10 East 53rd Street, 36th Floor New
York, New York 10022-5052
THE SERIES OR CLASS AND NUMBER OF SHARES OF PREMIERE'S CAPITAL STOCK
THAT ARE BENEFICIALLY OWNED BY CRESCENDO PARTNERS:
As of the date hereof, Crescendo Partners is the beneficial owner of
2,809,400 shares of Common Stock of Premiere, 1,000 shares of which
are held of record.
Please address any correspondence to Crescendo Partners II, L.P., Series E,
Attention: Eric Rosenfeld, telephone (212) 319-7676, facsimile (212) 319-0760
(with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP,
Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention:
Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The
giving of this Notice is not an admission that any purported procedures for
notice concerning the nomination of directors to the Premiere Board and
submission of business proposals are legal, valid or binding, and Crescendo
Partners reserves the right to challenge their validity.
Very truly yours,
CRESCENDO PARTNERS II, L.P., SERIES E
By: Crescendo Investments II, LLC
General Partner
By: /s/ Eric S. Rosenfeld
-----------------------------------
Name: Eric S. Rosenfeld
Title: Managing Member
EXHIBIT A
SWORN STATEMENT OF ERIC S. ROSENFELD
State of New York )
) ss:
County of New York )
ERIC S. ROSENFELD, as the managing member of the general partner of Crescendo
Partners II, L.P., Series E, being sworn, states: Colin D. Watson and I have
each consented to being nominated by Crescendo Partners II, L.P., Series E for
election as a director at the 2007 annual meeting of stockholders of Premiere
Global Services, Inc., or any other meeting of stockholders held in lieu
thereof, and any adjournments, postponements, reschedulings or continuations
thereof (the "Annual Meeting"). I believe that Colin D. Watson and I will each
stand for election at the Annual Meeting and serve as a director of Premiere
Global Services, Inc., if elected.
/s/ Eric S. Rosenfeld
------------------------------------------
Eric S. Rosenfeld
Subscribed and sworn to before me
this 30th day of November, 2006.
/s/ Howard Ives
- ---------------------------
Notary Public
My commission expires: August 31, 2010
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CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Crescendo Partners II, L.P., Series E ("Crescendo Partners"),
together with the other participants named herein, intends to make a preliminary
filing with the Securities and Exchange Commission ("SEC") of a proxy statement
and an accompanying proxy card to be used to solicit votes for the election of
its nominees and support of its business proposal at the 2007 annual meeting of
stockholders of Premiere Global Services, Inc., a Georgia corporation (the
"Company").
CRESCENDO PARTNERS ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE
AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY
STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
THE PARTICIPANTS' PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE
NUMBER: (800) 322-2885 OR BY E-MAIL AT: PROXY@MACKENZIEPARTNERS.COM.
The participants in the proxy solicitation are Crescendo Partners
II, L.P., Series E, a Delaware limited partnership ("Crescendo Partners"),
Crescendo Investments II, LLC, a Delaware limited liability company ("Crescendo
Investments II"), Eric Rosenfeld and Colin D. Watson (the "Participants").
Crescendo Partners beneficially owns 2,809,400 shares of Common
Stock of the Company. As the general partner of Crescendo Partners, Crescendo
Investments II may be deemed to beneficially own the 2,809,400 shares of the
Company beneficially owned by Crescendo Partners II. Eric Rosenfeld may be
deemed to beneficially own 2,809,400 shares of the Company by virtue of his
position as managing member of Crescendo Investments II.
Mr. Watson beneficially owns 5,000 shares of the Company.
