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) March 15, 2005
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PREMIERE GLOBAL SERVICES, 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 1.02 Termination of a Material Definitive Agreement
The information set forth under Item 3.03 of this Current Report on Form
8-K is hereby incorporated by reference in this Item 1.02.
Item 2.01 Completion of Acquisition or Disposition of Assets
On March 15, 2005, Premiere Global Services, Inc. (the "Company") announced
the completion of the acquisition of substantially all of the assets, and
assumption of certain liabilities, of the conferencing services business of
Citizens Communications Company ("Citizens") by the Company and its wholly-owned
subsidiary (the "Acquisition"). The conferencing services business of Citizens
provides a full suite of audio and Web conferencing services. The Company funded
the cash purchase price of approximately $41 million, net of working capital,
and subject to further adjustment as provided for under the Asset Purchase
Agreement dated February 16, 2005 by and among Clarinet, Inc., the Company,
American Teleconferencing Services, Ltd., Conference-Call USA, LLC and Citizens
(the "Purchase Agreement"), through its existing credit facility. A copy of the
Purchase Agreement is Exhibit 2.1 hereto and is incorporated into this Item 2.01
by reference.
Item 3.03 Material Modification to Rights of Security Holders
On March 15, 2005, the Board of Directors of the Company approved the
termination, effective April 30, 2005, of certain rights associated with a
previously authorized and declared dividend of one preferred stock purchase
right (a "Right") for each share of the Company's Common Stock outstanding on or
issued after July 6, 1998, with each Right representing the right to purchase
one one-thousandth of a share of Series C Junior Participating Preferred Stock.
The Rights were subject to the terms and conditions of a Shareholder Protection
Rights Agreement, dated as of June 23, 1998 (the "Rights Agreement"), by and
between the Company and SunTrust Bank, Atlanta, as Rights Agent. In accordance
with the terms of the Rights Agreement, on April 30, 2005, the right to exercise
the Rights will terminate and each Right will thereafter be null and void
without any further action and without any notice. In addition, the Rights will
be delisted from the New York Stock Exchange. Furthermore, pursuant to the terms
and conditions of the Rights Agreement, the Board's action to terminate the
Rights will cause the Rights Agreement to simultaneously expire on April 30,
2005.
Item 7.01 Regulation FD Disclosure
The Company issued a press release on March 15, 2005 relating to the
Acquisition described in Item 2.01 above. The press release also included the
Company's revised financial guidance for 2005 of expected consolidated revenues
in the range of $500 to $520 million and expected diluted earnings per share
from continuing operations in the range of $0.69 to $0.72, not including the
impact of the adoption of a revision to SFAS 123, "Share-Based Payment" ("SFAS
No. 123R") requiring the expensing of stock options effective July 1, 2005. The
press release included the Company's expectations of the negative impact of
$0.03 or less on the Company's diluted EPS from continuing operations for 2005
as a result of the required adoption of SFAS No. 123R by July 1, 2005. In
addition, the press release announced that the Company has repurchased an
aggregate of 635,000 shares of its Common Stock in open market transactions
under the Company's Board-approved stock repurchase program during the current
quarter for a total cost of approximately $6.5 million. 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
(a) Financial Statements of Business Acquired and (b) Pro Forma Financial
Information
Under Rule 3-05 and Article 11 of Regulation S-X of the Securities and
Exchange Commission (the "SEC"), no financial statements are required to be
filed with respect to the Acquisition reported in Item 2.01 of this Current
Report on Form 8-K.
(c) Exhibits
Exhibit No. Description
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2.1 Asset Purchase Agreement dated February 16, 2005 by and
among Clarinet, Inc., Premiere Global Services, Inc.,
American Teleconferencing Services, Ltd., Conference-Call
USA, LLC and Citizens Communications Company. (incorporated
by reference from Exhibit 2.7 of the Company's Annual Report
on Form 10-K for the year ended December 31, 2004, as filed
with the SEC on March 15, 2005).
99.1 Press Release of Premiere Global Services, Inc. dated March
15, 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: March 15, 2005 By: /s/ Michael E. Havener
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Michael E. Havener
Chief Financial Officer
INDEX TO EXHIBITS
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Exhibit No. Description
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2.1 Asset Purchase Agreement dated February 16, 2005 by and
among Clarinet, Inc., Premiere Global Services, Inc.,
American Teleconferencing Services, Ltd., Conference-Call
USA, LLC and Citizens Communications Company. (incorporated
by reference to Exhibit 2.7 of the Company's Annual Report
on Form 10-K for the year ended December 31, 2004 and filed
with the SEC on March 15, 2005).
99.1 Press Release of Premiere Global Services, Inc. dated March
15, 2005.