UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 16, 2005
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PREMIERE GLOBAL SERVICES, 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 Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3399 Peachtree Road, N.E.,
The Lenox Building, 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
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Not Applicable
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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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 16, 2005, Premiere Global Services, Inc. ("PGI") and certain of its
wholly-owned subsidiaries entered into an Asset Purchase Agreement (the
"Purchase Agreement") with Citizens Communications Company ("Citizens") and its
wholly-owned subsidiary. Pursuant to the Purchase Agreement, PGI agreed to
purchase substantially all of the assets of the teleconferencing business of
Citizens (the "Acquisition") for a cash purchase price of approximately $41
million, net of working capital, and subject to further adjustment as provided
in the Purchase Agreement. The obligations of the parties to close the
Acquisition are subject to customary closing conditions, and the closing is
expected to occur late in the first qurter of 2005.
At the closing of the Acquisition, the purchase price will be funded by PGI's
existing bank credit facility.
The teleconferencing business of Citizens provides a full suite of audio and web
conferencing services.
ITEM 7.01 REGULATION FD DISCLOSURE
On February 16, 2005, PGI issued a press release relating to the Acquisition
described in Item 1.01 above. A copy of the text of the press release is
attached as Exhibit 99.1 hereto. The information in Exhibit 99.1 shall not be
deemed to be "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 of Premiere Global Services, Inc. dated February
16, 2005.
SIGNATURES
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.
(Registrant)
By: /s/ L. Scott Askins
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L. Scott Askins
SVP - Legal and General Counsel
Date: February 16, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Premiere Global Services, Inc. dated February
16, 2005.