UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 31, 2011
| 001-13577 | 59-3074176 |
| (Commission File Number) | (IRS Employer Identification No.) |
3280 Peachtree Road, NE, Suite 1000, Atlanta, Georgia 30305 | |
| (Address of Principal Executive Offices) | (Zip Code) |
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 (seeGeneral Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On May 31, 2011, the compensation committee and independent members of the board of directors of Premiere Global Services, Inc. approved, and we entered into, an amendment to the employment agreement with our chairman and chief executive officer, Boland T. Jones, to remove from his employment agreement a provision for payment to him to cover any excise taxes incurred by him pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended, with respect to payments received by him following a change in control of our company. None of our other executive officers’ agreements provided for such excise tax gross-up payments.
In addition, our independent directors also adopted a policy that our company will not include any such excise tax gross-up provisions in future agreements or material amendments or extensions of existing agreements.
The foregoing description of the amendment to Mr. Jones’ employment agreement is qualified in its entirety by the full text of such amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 10.1 | Fifth Amendment to Fourth Amended and Restated Executive Employment Agreement between Boland T. Jones and the Registrant dated May 31, 2011. |
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 hereunto duly authorized.
| PREMIERE GLOBAL SERVICES, INC. | ||
| Date: May 31, 2011 | By: | /s/ Scott Askins Leonard |
| Scott Askins Leonard | ||
| Senior Vice President – Legal, | ||
| General Counsel and Secretary | ||
EXHIBIT INDEX
| Exhibit 10.1 | Fifth Amendment to Fourth Amended and Restated Executive Employment Agreement between Boland T. Jones and the Registrant dated May 31, 2011. |