SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 13, 2004
PTEK HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Georgia 000-27778 59-3074176
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
3399 Peachtree Road, N.E.
The Lenox Building, Suite 700
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 and Required FD Disclosure
On May 13, 2004, PTEK Holdings, Inc. ("PTEK" or the "Company") issued a
press release announcing that it will call 100% of its outstanding $85 million
principal amount of 5.0% Convertible Subordinated Notes due August 2008 (the
"Notes") for redemption on June 14, 2004. Holders have the right to convert the
Notes, prior 5:00 p.m. Eastern time on June 11, 2004, into approximately 12.7
million shares of common stock, all of which are currently included in the
Company's diluted shares outstanding. The Company expects to use cash on hand
and funds available under its new credit facility with Bank of America, N.A. to
pay to all holders of the Notes, regardless whether the Notes are redeemed or
converted, accrued interest of approximately $1.4 million and an aggregate
interest make-whole payment of approximately $16.3 million (representing the net
present value of future interest payments).
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibit is filed herewith as part of this Current Report
on Form 8-K:
Exhibit No. Description
- ----------- -----------
99 Press Release, dated May 13, 2004, announcing early redemption of
entire $85 million 2008 Convertible Notes.
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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.
PTEK HOLDINGS, INC.
Date: May 13, 2004 By: /s/ L. Scott Askins
-------------------------------
L. Scott Askins
Senior Vice President - Legal,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
- ----------- ------------
99 Press Release, dated May 13, 2004, announcing early
redemption of entire $85 million 2008 Convertible Notes.
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