SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): APRIL 23, 1998
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PREMIERE TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Georgia 000-27778 59-3074176
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
3399 Peachtree Road, N.E.
The Lenox Building, Suite 600
Atlanta, Georgia 30326
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(Addresses of Principal Executive Offices, including Zip Code)
(404) 262-8400
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(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS.
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On April 23, 1998, Premiere Technologies, Inc. (the "Company") issued a
press release announcing that it had acquired all of the issued and outstanding
shares (the "Shares") of the common stock (the "ATS Common Stock") of American
Teleconferencing Services, Ltd. ("ATS") pursuant to the terms of an Agreement
and Plan of Merger (the "Merger Agreement") dated April 22, 1998 by and among
the Company, ATS, PTEK Missouri Acquisition Corp. and the shareholders of ATS
(the "Shareholders"). The Press Release and the Merger Agreement are attached
hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by
reference, and the following discussion is qualified in its entirety by
reference to the Merger Agreement.
Pursuant to the Merger Agreement, the Shareholders of ATS are to receive an
aggregate of 678,556 shares of Premiere Common Stock and cash consideration of
approximately $21.0 million, subject to adjustment. An additional 33,569
shares of Premiere Common Stock and cash consideration of approximately $1.04
million were placed in escrow to secure any indemnification claims that the
Company may have against the Shareholders. The cash portion of the purchase
price was paid from cash on hand. Indebtedness, transaction expenses and other
obligations equal to approximately $13.02 million were assumed pursuant to the
acquisition. In addition, the Company granted certain registration rights to
the holders of Premiere Common Stock and entered into employment agreements with
certain executives of ATS. The acquisition of ATS will be accounted for using
the purchase method of accounting. Unaudited revenues for ATS for the year ended
December 31, 1997 were approximately $30 million.
ATS is a provider of conference call and group communications services.
In addition, the Company announced on April 23, 1998 the appointment of
Harvey A. Wagner to the position of Executive Vice President of Finance and
Administration and Chief Financial Officer effective May 4, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
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(c) Exhibits.
99.1 Agreement and Plan of Merger dated as of April 22, 1998, by and
among the Registrant, American Teleconferencing Services, Ltd.,
PTEK Missouri Acquisition Corp. and shareholders of American
Teleconferencing Services, Ltd.
99.2 Press Release regarding acquisition of American Teleconferencing
Services, Ltd. dated April 23, 1998
99.3 Press release regarding appointment of Harvey A. Wagner dated
April 23, 1998
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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 TECHNOLOGIES, INC.
(REGISTRANT)
Date: April 28, 1998 By: /s/ Patrick G. Jones
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Patrick G. Jones, Senior Vice
President of Finance and
Legal and Secretary
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INDEX TO EXHIBITS
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Sequential
Exhibit Page No.
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99.1 Agreement and Plan of Merger dated as of April 22,
1998, among the Registrant, American Teleconferencing
Services, Ltd., PTEK Missouri Acquisition Corp. and
shareholders of American Teleconferencing Services,
Ltd.
99.2 Press Release regarding acquisition of American
Teleconferencing Services, Ltd. dated April 23, 1998
99.3 Press release regarding appointment of
Harvey A. Wagner dated April 23, 1998
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