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) January 22, 2008
PREMIERE GLOBAL SERVICES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
GEORGIA
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(State or Other Jurisdiction of Incorporation)
000-27778 59-3074176
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(Commission File Number) (IRS Employer Identification No.)
3280 Peachtree Road, NW, Suite 1000, Atlanta, Georgia 30305
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(Address of Principal Executive Offices) (Zip Code)
404-262-8400
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(Registrant's Telephone Number, Including Area Code)
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(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 (see General 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.
2008 Incentive Bonus Criteria. On January 22, 2008, John R. Harris,
Raymond H. Pirtle, Jr., W. Steven Jones and J. Walker Smith, Jr., who are all
independent directors of Premiere Global Services, Inc. under the New York Stock
Exchange rules and Premiere Global's director independence guidelines as set
forth in its Corporate Governance Guidelines, approved the performance criteria
for annual and quarterly incentive bonus awards for 2008 for our named executive
officers: Boland T. Jones, our Chief Executive Officer; Theodore P. Schrafft,
our President; T. Lee Provow, our President, Global Operations; and Michael E.
Havener, our Chief Financial Officer.
For Mr. Boland Jones, 50% of the value of such bonus awards will be
determined with respect to each of our consolidated revenues and our adjusted
EBITDA (determined as operating income, as reported, before depreciation,
amortization, restructuring costs, asset impairments, equity-based compensation
and net legal settlements and related expenses). He may earn between 70% and
150% of his target cash and stock bonus awards applicable to each performance
criteria based upon the sliding scale provided in his employment agreement, as
previously filed with the SEC.
For Mr. Schrafft, 50% of the value of such bonus awards will be determined
with respect to each of our consolidated revenues and adjusted EBITDA. He may
earn between 80% and 150% of his target cash bonus awards applicable to each
performance criteria based upon a sliding scale for achievement of 95% to
greater than or equal to 110% of each bonus criteria, subject to a reduction of
up to 10% of such bonus amounts earned for failure to achieve certain
performance criteria relating to our free cash flow (determined as operating
cash flows from continuing operations less capital expenditures and principal
payments on capital leases).
For Mr. Provow, the value of such bonus awards will be determined with
respect to the following performance criteria: 40% with respect to our adjusted
EBITDA, 20% with respect to our consolidated revenues and 40% with respect to
certain operating costs savings criteria. He may earn between 50% and 150% of
his target cash bonus awards applicable to the adjusted EBITDA and consolidated
revenues performance criteria based upon a sliding scale for achievement of 95%
to greater than or equal to 110% of such bonus criteria, subject to a reduction
of up to 15% of such bonus amounts earned for failure to achieve certain
performance criteria relating to our contribution margin. There is no sliding
scale for achievement of the performance criteria related to operating costs
savings.
For Mr. Havener, the value of such bonus awards will be determined with
respect to the following performance criteria: 50% with respect to adjusted
EBITDA and 50% with respect to the reduction of days sales outstanding and days
payable outstanding. He may earn between 50% and 150% of his target cash bonus
awards applicable to the adjusted EBITDA performance criteria based upon a
sliding scale for achievement of 95% to greater than or equal to 110% of such
bonus criteria, subject to a reduction of up to 15% of such bonus amounts earned
for failure
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to achieve certain performance criteria relating to our free cash flow. There is
no sliding scale for achievement of the performance criteria related to DSO and
DPO reduction.
Amended Employment Agreement. On January 23, 2008, as approved on January
22, 2008 by the independent directors listed above, Premiere Global entered into
a second amendment to the amended and restated employment agreement with Mr.
Schrafft dated September 15, 2006, effective as of July 20, 2006, which
agreement was further amended on December 21, 2007, as previously filed with the
SEC. The following summary describes certain material provisions of the
amendment, a copy of which is included as Exhibit 10.1 to this current report.
Pursuant to the terms of the amendment, beginning in 2008, Mr. Schrafft's
annual base salary will be increased from $450,000 to $500,000, and, unless the
Compensation Committee determines otherwise prior to the end of the first
quarter of a given calendar year, his target cash bonus will be equal to 150% of
his respective base salary for such year, with 80% of each target cash bonus
allocated to achievement of cumulative quarterly targets (20% per quarter) and
20% allocated to achievement of annual targets.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 Second Amendment to Amended and Restated Employment Agreement
between Theodore P. Schrafft and the Registrant dated January
23, 2008.
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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: January 24, 2008 By: /s/ Scott Askins Leonard
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Scott Askins Leonard
Senior Vice President - Legal,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit 10.1 Second Amendment to Amended and Restated Employment Agreement
between Theodore P. Schrafft and the Registrant dated January
23, 2008.
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