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) February 16, 2006
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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 February 16, 2006, Premiere Global Services, Inc. (the "Company")
issued a press release reporting on its financial results for the fourth quarter
and fiscal year ended December 31, 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. 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, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Item 8.01 Other Events
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In September 2004, Captaris, Inc. filed suit against the Company's Data
Communications subsidiary, Xpedite Systems, LLC, in the U.S. District Court for
the Western District of Washington alleging breach of contract in connection
with license and reseller agreements for Captaris' RightFax technology. The
agreements, executed in September 2003, provided that the parties would
cooperate in providing mutual resale opportunities for each other's services and
provided for minimum compensation to Captaris of $2.0 million over a three-year
period. Captaris sought damages in an unspecified amount, not less than
$250,000, plus attorneys' fees and prejudgment interest at a contractual rate
from September 14, 2004, when Captaris alleged that the first payment was due.
The Company had withheld payments to Captaris under the agreements on the
grounds that Captaris had not performed its obligations under such agreements.
In January 2005, the Company answered the complaint denying that any money was
due as a result of Captaris' failure to perform its obligations under the
agreements, and filed a counterclaim against Captaris alleging that the license
agreement was unenforceable because the parties did not reach agreement on its
essential terms, and alternatively, for breach of contract, breach of Captaris'
duty of good faith and fair dealing, breach of contractual warranties and
anticipatory repudiation. On February 10, 2006, the parties agreed to settle
this action by entry of a court order requiring payment by the Company to
Captaris of approximately $1.09 million (with such payment made on February 15,
2006) and a judgment requiring the Company to pay $1.0 million pursuant to the
terms of the license and reseller agreements on or before September 15, 2006.
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 February 16, 2006, with respect to the
Registrant's financial results for the fourth quarter and
fiscal year ended December 31, 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: February 16, 2006 /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 February 16, 2006, with respect to the
Registrant's financial results for the fourth quarter and
fiscal year ended December 31, 2005.
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