UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 2, 2005
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PREMIERE GLOBAL SERVICES, INC.
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(Exact name of Registrant as Specified in its Charter)
Georgia 000-27778 59-3074176
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(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3399 Peachtree Road, NE
Suite 700
Atlanta, Georgia 30326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 262-8400
PTEK Holdings, Inc.
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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.):
|_| 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 1.01 Entry into a Material Definitive Agreement.
On February 2, 2005, Premiere Global Services, Inc., (the "Company")
entered into Amendment No 1 to its Credit Agreement dated June 30, 2004, by and
among the Company, certain subsidiary guarantors of the Company, Bank of
America, N.A., as administrative agent and collateral agent, LaSalle Bank
National Association as syndication agent and co-lead arranger and the other
Lenders named therein (the "Amendment"). A copy of the press release announcing
the Amendment is furnished herewith as Exhibit 99.1. The Amendment: (i)
increases the amount available to the Company under the revolving credit line
from $120 million to $180 million; (ii) reduces the Company's borrowing costs;
and (iii) extends the maturity of the credit facility from June 2007 to February
2009. In addition, changes to certain loan covenants made by the Amendment allow
the Company more flexibility for raising additional capital and for certain
other capital transactions including purchasing, redeeming or otherwise
acquiring shares of its capital stock.
The foregoing summary of the Amendment is not complete and is qualified in its
entirety by the terms and provisions of the Amendment and the Credit Agreement.
A copy of the Amendment is as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated by reference into this Item 1.01. A copy of the Credit
Agreement was attached as Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2004, filed August 9, 2004.
Item 2.02 Results of Operation or Financial Condition and Item 7.01
Regulation FD Disclosure.
The Company's press release also included the Company's expectation of 2004
cash flows from operations of approximately $80 million in 2004 to more than
$100 million in 2005. A copy of the press release is furnished herewith as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference. In accordance with General Instruction B.2 of Form 8-K, the
information included or incorporated in Item 2.02 and Item 7.01 of this report,
including Exhibit 99.1, is being furnished to the Securities and Exchange
Commission and shall not be deemed "filed" for purposes of Section 18 of the
Securities and 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 is incorporated into this Item 2.03
by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No. Description
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10.1 Amendment No. 1 to Credit Agreement dated as of February 2, 2005, by
and among Premiere Global Services, Inc. as Borrower, Bank of America,
N.A., as Administrative Agent, and the Guarantors and the Lenders that
are parties thereto.
99.1 Press Release of Premiere Global Services, Inc. dated February 3, 2005.
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: February 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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10.1 Amendment No. 1 to Credit Agreement dated as of February 2, 2005, by
and among Premiere Global Services, Inc. as Borrower, Bank of America,
N.A., as Administrative Agent, and the Guarantors and the Lenders that
are parties thereto.
99.1 Press Release of Premiere Global Services, Inc. dated February 3, 2005.