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 3, 2005
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PTEK HOLDINGS, 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.)
3399 Peachtree Road, NE, Suite 700, Atlanta, Georgia 30326
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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 3.01. Transfer of Listing.
PTEK Holdings, Inc. (the "Company") issued a press release announcing the
completion of the transfer of the listing of its common stock to the New York
Stock Exchange(R) ("NYSE") from the NASDAQ National Market(R) ("Nasdaq") and the
trading of the Company's shares on the NYSE under the symbol "PGI", effective
January 3, 2005. The Company requested that the Nasdaq Stock Market, Inc. delist
its shares from the Nasdaq effective at the close of business December 31, 2004.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
The Company also announced in its press release that its corporate name has
changed to Premiere Global Services, Inc., effective January 3, 2005. The
Company filed with the Secretary of State of Georgia an amendment to its
Articles of Incorporation to effect the corporate name change. The Company also
amended its Bylaws to reflect the name change. A copy of the amendment to the
Company's Articles of Incorporation and the amendment to its Bylaws are attached
to this Current Report on Form 8-K as Exhibit 99.2 and Exhibit 99.3,
respectively, and are incorporated herein by reference.
The information included or incorporated in this report, including Exhibit
99.1, 99.2 and Exhibit 99.3, are being furnished to the Securities and Exchange
Commission and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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99.1 Press release, dated January 3, 2005, announcing the trading
of the Company's common stock on the New York Stock Exchange
and change of corporate name.
99.2 Articles of Amendment to Articles of Incorporation of PTEK
Holdings, Inc., effective January 3, 2005, amending the
corporate name.
99.3 Amendment No. 9 to Amended and Restated Bylaws of PTEK
Holdings, Inc., effective January 3, 2005, amending the
corporate name.
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: January 3, 2005 By: /s/ L. Scott Askins
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L. Scott Askins
Senior Vice President - Legal,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release, dated January 3, 2005, announcing the trading
of the Company's common stock on the New York Stock Exchange
and change of corporate name.
99.2 Articles of Amendment to Articles of Incorporation of PTEK
Holdings, Inc., effective January 3, 2005, amending the
corporate name.
99.3 Amendment No. 9 to Amended and Restated Bylaws of PTEK
Holdings, Inc., effective January 3, 2005, amending the
corporate name.