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
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Date of report (Date of earliest event reported): June 23, 1998
PREMIERE TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
GEORGIA 0-27778 59-3074176
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
3399 Peachtree Road, N.E.
The Lenox Building, Suite 600
Atlanta, Georgia 30326
(Address of principal executive offices, including zip code)
(404) 262-8400
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On June 23, 1998, the Board of Directors of Premiere Technologies, Inc.
(the "Company") declared a dividend of one preferred stock purchase right (a
"Right") for each outstanding share of common stock, par value $0.01 per share
(the "Common Stock"), of the Company. The dividend is payable on July 6, 1998
(the "Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one one-thousandth
of a share (a "Unit") of Series C Junior Participating Preferred Stock, par
value $0.01 per share (the "Preferred Shares"), of the Company, at a price of
Sixty Dollars ($60) per one one-thousandth of a Preferred Share (the "Exercise
Price"), subject to adjustment. The description and terms of the Rights are set
forth in the Shareholder Protection Rights Agreement, as the same may be amended
from time to time (the "Rights Agreement"), dated as of June 23, 1998 between
the Company and SunTrust Bank, Atlanta, as Rights Agent (the "Rights Agent").
Separation Time
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Initially, the Rights will be transferable only with the shares of Common
Stock with respect to which they were distributed. Until the Separation Time,
the Rights will be evidenced by the certificates representing the outside shares
of outstanding Common Stock with which they are associated, and no separate
rights certificates will be distributed. The Rights will separate from the
Common Stock and the "Separation Time" will occur upon the close of business on
the earlier of (a) the tenth business day (or such earlier or later date as may
be determined by the Board of Directors of the Company) following a public
announcement by the Company that any individual, firm, partnership, association,
group, corporation or other entity (a "person") has acquired beneficial
ownership of 15% or more of the outstanding Common Stock (an "Acquiring Person")
(such business day referred to as the "Flip-in Date") or (b) the tenth business
day (or such later date as may be determined by the Board of Directors of the
Company) after the date on which person commences a tender or exchange offer the
consummation of which would result in the beneficial ownership by such Person of
15% or more of such outstanding Common Stock. However, an Acquiring Person does
not include (a) a person who is the beneficial owner of 15% or more of the
outstanding Common Stock on June 23, 1998 (the date of adoption of the Rights
Agreement), unless such person shall thereafter acquire beneficial ownership of
additional Common Stock, (b) a Person who acquires beneficial ownership of 15%
or more of the outstanding Common Stock without any intention to affect control
of the Company and who thereafter promptly divests sufficient shares of Common
Stock so that such person ceases to be the beneficial owner of 15% or more of
the outstanding Common Stock, or (c) a Person who is or becomes a beneficial
owner of 15% or more of the outstanding Common Stock as a result of an option
granted by the Company in connection with an agreement to acquire or merge with
the Company prior to a Flip-in Date.
Transfer of Rights and Certificates
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The Rights Agreement provides that, until the Separation Time, the Rights
will be transferred with and only with the Common Stock. Until the Separation
Time (or the earlier termination or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Stock will contain a notation incorporating the Rights Agreement by
reference. Until the Separation Time (or the earlier termination or expiration
of the Rights), The surrender for transfer of any certificates for Common Stock
outstanding as of the Record Date, even without such notation, will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. Promptly following the Separation Time,
separate certificates evidencing the Rights (the "Right Certificates") will be
mailed
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to holders of record of the Common Stock as of the close of business on the date
when the Separation Time occurs (other than holders of Rights that are or were
beneficially owned by an Acquiring Person (including affiliates and associates
thereof) or by any transferee thereof, which Rights shall be void), and such
separate Right Certificates alone will evidence the Rights.
Exercise Period
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The Rights are not exercisable until the Separation Time. After the
Separation Time and prior to the Expiration Time, each Right (unless previously
terminated) will entitle the holder to purchase, for the Exercise Price, one
one-thousandth (1/1000th) of a share of the Preferred Shares having the rights
described below. The Rights will expire on the Expiration Time, unless the
Expiration Time is extended, or the Rights are earlier terminated by the
Company. The term "Expiration Time" is defined in the Rights Agreement and
generally means June 23, 2008, unless the Rights are sooner exchanged or
terminated.
Adjustments
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The Exercise Price payable and the number of outstanding Rights upon
exercise of each Right, are subject to adjustment in the event of a stock split,
reverse stock split or a stock dividend on the Common Stock payable in Common
Stock or subdivisions, consolidations or combinations of the Common Stock
occurring, in any such case, prior to the Separation Time.
If prior to the Separation Time, the Company distributes securities or
assets in exchange for Common Stock (other than regular cash dividends or a
dividend paid solely in Common Stock) whether by dividend, reclassification or
otherwise, the Company shall make such adjustments, if any, in the Exercise
Price, number of Rights and otherwise as the Board of Directors deems
appropriate.
Exercise of Rights for Common Stock
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At a Flip-in Date, Rights owned by the Acquiring Person or any affiliate or
associate thereof or any transferee thereof will automatically become void and,
subject to the Exchange Option summarized below, each other Right will
automatically become a right to buy, for the Exercise Price, that number of
Common Stock having a market value of twice the Exercise Price. Instead of
issuing Common Stock upon exercise of a Right following a Flip-in Date, the
Company may substitute therefor shares of Preferred Stock at a ratio of one
one-thousandth (1/1000th) of a share of Preferred Stock for each share of Common
Stock so issuable. In the event there are not sufficient treasury shares or
authorized but unissued shares of Common Stock or Preferred Stock to permit
exercise in full of the Rights, the Company may substitute debt or equity
securities or other assets (or any combination of the above).
Following the Flip-In Date, if the Company's Board of Directors is
controlled by an Acquiring Person, the Company may not consolidate or merge with
or enter into a share exchange where either the terms of the transaction
relating to an Acquiring Person are not identical to the terms and arrangements
relating to other holders of the Common Stock or an Acquiring Person is the
person with whom the transaction occurs, or enter into a transaction where 50%
or more of the Company's assets or assets generating 50% or more of the
Company's operating income or cash flow is transferred in one or more
transactions to any person, unless proper provision is made so that the Rights
would entitle the holders thereof to acquire for the exercise price shares of
the acquiring party having a value equal to twice the Right's exercise price.
Optional Exchange of Rights
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At any time after a Flip-in Date occurs and prior to the time a person or
group of persons become the beneficial owner of more than 50% of the outstanding
Common Stock, the Board of Directors of the Company may elect to exchange all of
the outstanding Rights (other than Rights owned by such person or group which
have become Void), for shares of Common Stock at an exchange ratio (subject to
adjustment) of one share of Common Stock per Right.
Termination of Rights
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At any time prior to a Flip-in Date, the Board of Directors of the Company
may terminate the Rights without any payment to any holder thereof. Immediately
upon any termination of the Rights, the right to exercise the Rights will
terminate.
Amendments
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The Company and the Rights Agent may amend the Rights Agreement in any
respect prior to the occurrence of a Flip-in Date without the approval of
holders of the Rights. Thereafter, the Company and the Rights Agent may amend
the Rights Agreement (i) in any respect which shall not materially adversely
affect the interests of holders of Rights generally, (ii) to cure an ambiguity
or (iii) to correct or supplement any provision which may be inconsistent with
any other provision or otherwise defective, so long as the duties, liabilities
and indemnification of the Rights Agreement are not affected.
Rights Prior to Exercise
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights may have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company. However, the
Rights should not interfere with any merger, statutory share exchange or other
business combination approved by the directors since the Rights may be
terminated by the Board of Directors at any time on or prior to the close of
business ten business days after announcement by the Company that a person has
become an Acquiring Person. Thus, the Rights are intended to encourage persons
who may seek to acquire control of the Company to initiate such an acquisition
through negotiations with the Board of Directors. However, the effect of the
Rights may be to discourage a third party from making a partial tender offer or
otherwise attempting to obtain a substantial equity position in the equity
securities of, or seeking to obtain control of, the Company. To the extent any
potential acquirers are deterred by the Rights, the Rights may have the effect
of preserving incumbent management in office.
Documents and Effect of This Summary
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A copy of the Rights Agreement is included as an Exhibit to this Report.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed as part of this Report.
The following exhibits are filed as part of this Report:
EXHIBIT NO. DESCRIPTION
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99.1 Shareholder Protection Rights Agreement, dated as of June
23, 1998, between Premiere Technologies, Inc. and
SunTrust Bank, Atlanta, as Rights Agent.
99.2 Press Release, dated June 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.
BY: /s/ Harvey A. Wagner
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Harvey A. Wagner
Executive Vice President Finance and
Administration and Chief Financial Officer
Dated: June 24, 1998
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