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) January 22, 2007
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:
|_| 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 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.
Amended Employment Agreement. On January 23, 2007, Premiere Global
Services, Inc. entered into a First Amendment to the Amended and Restated
Employment Agreement with T. Lee Provow, our President, Global Operations, dated
September 15, 2006, effective as of July 20, 2006, as previously filed with the
Securities and Exchange Commission. The following summary describes certain
material provisions of the amendment. Pursuant to the terms of the amendment,
unless the Compensation Committee determines otherwise prior to the end of the
first quarter of a given calendar year, Mr. Provow's target cash bonus will be
equal to 50% of his respective base salary for such year, with 80% of each
target cash bonus allocated to achievement of cumulative quarterly targets (20%
per quarter) and 20% allocated to achievement of annual targets.
In connection with the execution of the amendment which reflects a
decrease in Mr. Provow's target cash bonus from 100% to 50% of his respective
base salary for each year, on January 22, 2007, the Compensation Committee of
the Board approved a one-time grant to Mr. Provow of 21,924 shares of restricted
stock. These shares have a fair market value of $192,500, or 50% of Mr. Provow's
current annual base salary, representing the reduction in his target bonus
eligibility for one year. The shares of restricted stock will vest on December
31, 2007, provided that Mr. Provow is still employed by us or any of our
affiliates.
2007 Incentive Bonus Criteria. On January 22, 2007, the Compensation
Committee of the Board also approved the performance criteria for annual and
quarterly incentive bonus awards for 2007 for our named executive officers:
Boland T. Jones, our Chief Executive Officer; Theodore P. Schrafft, our
President; T. Lee Provow, our President, Global Operations; and Michael E.
Havener, our Chief Financial Officer.
As provided in Mr. Jones' employment agreement previously filed with the
SEC, one-third of the value of such bonus awards issued to him will be
determined with respect to our consolidated revenues, and two-thirds of such
value will be determined with respect to our adjusted EBITDA (determined as
operating income, as reported, before depreciation, amortization, restructuring
costs, asset impairments, equity based compensation and net legal settlements
and related expenses). Mr. Jones may earn between 70% and 150% of his target
cash and stock bonus awards applicable to each performance criteria based upon
the sliding scale provided in his employment agreement.
For Mr. Schrafft, the value of such bonus awards will be determined with
respect to the following performance criteria: 35% with respect to our
consolidated revenues, 35% with respect to pre-tax income, 15% with respect to
revenue growth in certain of our newer solution sets within our core business
practices, and 15% with respect to the achievement of certain business
objectives relating to continuing efforts to migrate customers to our automated
and Web-based services. Mr. Schrafft may earn up to 100% of his target cash
bonus awards applicable to each performance criteria, subject to a reduction of
up to 25% of such bonus amounts earned for failure to achieve certain
performance criteria relating to our free cash flow, capital expenditures and
reduction in days sales outstanding (DSO).
For Mr. Provow, the value of such bonus awards will be determined with
respect to the following performance criteria: 15% with respect to our
consolidated revenues, 15% with respect to pre-tax income, 30% with respect to
certain operating costs savings criteria, 20% with respect to the achievement of
certain business objectives relating to continuing efforts to migrate customers
to our automated and Web-based services, and 20% with respect to the achievement
of certain business objectives relating to the centralization of back-office
functions. Mr. Provow may earn up to 100% of his target cash bonus awards
applicable to each performance criteria, subject to a reduction of up to 25% of
such bonus amounts earned for failure to achieve certain performance criteria
relating to our capital expenditures and operating costs.
For Mr. Havener, the value of such bonus awards will be determined with
respect to the following performance criteria: 35% with respect to DSO reduction
and days payable outstanding reduction, 50% with respect to pre-tax income, and
15% with respect to the achievement of certain business objectives relating to
continuing efforts to consolidate finance functions globally. Mr. Havener may
earn up to 100% of his target cash bonus awards applicable to each performance
criteria, subject to a reduction of up to 30% of such bonus amounts earned for
failure to achieve certain performance criteria relating to our free cash flow,
DSO reduction and capital expenditures.
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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: January 24, 2007 By: /s/ L. Scott Askins
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L. Scott Askins
Sr. Vice President - Legal, General Counsel
and Secretary
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