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) July 27, 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)
001-13577 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 2.02 Results of Operations and Financial Condition.
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On July 27, 2005, Premiere Global Services, Inc. (the "Company") issued
a press release reporting on its financial results for the quarter ended June
30, 2005. 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 7.01. Regulation FD Disclosure.
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In December 2001, the Company's subsidiary, Voice-Tel Enterprises, Inc.
(n/k/a Voice-Tel Enterprises, LLC) ("Voice-Tel") filed a complaint against
Voice-Tel franchisees, JOBA, Inc. ("JOBA") and Digital Communication Services,
Inc. ("Digital") in the U.S. District Court for the Northern District of
Georgia. The complaint sought injunctive relief and a declaratory judgment with
respect to Voice-Tel's right to terminate the franchise agreements with JOBA and
Digital. In January 2002, JOBA and Digital answered the complaint and asserted
counterclaims against Voice-Tel for alleged breach of franchise agreements and
other alleged franchise-related agreements. JOBA and Digital also asserted
third-party claims alleging tortious interference of contract against the
Company and its subsidiary, Premiere Communications, Inc. ("PCI"). Voice-Tel
amended its complaint to add various breach of contract claims against JOBA and
Digital. In March 2003, the assets of Voice-Tel (which were part of the
Company's former Voicecom reportable segment) were sold and transferred to an
unrelated third party, Voicecom Telecommunications, LLC ("Voicecom"). Voicecom
later joined the suit as a party plaintiff. The Digital franchise agreement
contained a mandatory arbitration provision, which was not found in the JOBA
franchise agreement, and the breach of franchise claims pertaining to Digital
were severed and sent to arbitration. The Digital arbitration was concluded in
the summer of 2003, and the arbitrator later issued a ruling terminating the
Digital franchise, effective December 2001. Pursuant to the arbitrator's ruling,
Voice-Tel paid Digital approximately $1.0 million. In March 2003, the federal
court judge dismissed JOBA's claims against the Company and PCI. In December
2004, Voice-Tel and Voicecom moved the court to consolidate this case with
another pending franchisor-franchisee dispute between Voicecom and JOBA. In July
2005, the federal court judge consolidated the franchise cases and scheduled
them for trial in September 2005.
On July 27, 2005, the parties to the consolidated action and certain
other individuals and entities entered into a settlement agreement, which
provides for payment in aggregate by Voice-Tel and Voicecom of approximately
$1.1 million to JOBA, approximately $0.9 million of which will be funded by
Voice-Tel and approximately $0.2 million of which will be funded by Voicecom, in
consideration, for among other things, dismissal of the litigation, with
prejudice, mutual releases and covenants not to sue, and termination of the JOBA
franchise. Voice-Tel's portion of the settlement amount and approximately $0.4
million in legal fees and expenses have been accrued as of June 30, 2005 and
included in the discontinued operations line item in the income statement.
Also during the quarter ended June 30, 2005, the Company changed the
estimated liability for certain lease obligations associated with the
discontinued operations of the Company's former Voicecom reportable segment.
This change in estimate of approximately $0.7 million is attributable to certain
sublease arrangements that were initially anticipated but were not entered into.
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In accordance with General Instruction B.2 of Form 8-K, the information
included or incorporated in 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 9.01. Financial Statements and Exhibits
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(c) Exhibits
Exhibit No. Description
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99.1 Press Release, dated July 27, 2005, with respect to the
Registrant's financial results for the 99.1 quarter ended
June 30, 2005.
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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.
PREMIERE GLOBAL SERVICES, INC.
Date: July 27, 2005 /s/ Michael E. Havener
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Michael E. Havener
Chief Financial Officer
(principal financial and accounting officer)
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INDEX TO EXHIBITS
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Exhibit No. Description
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99.1 Press Release, dated July 27, 2005, with respect to the
Registrant's financial results for the 99.1 quarter ended
June 30, 2005.
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