0000880804-15-000073.txt : 20151209
0000880804-15-000073.hdr.sgml : 20151209
20151209110747
ACCESSION NUMBER: 0000880804-15-000073
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151208
FILED AS OF DATE: 20151209
DATE AS OF CHANGE: 20151209
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PREMIERE GLOBAL SERVICES, INC.
CENTRAL INDEX KEY: 0000880804
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 593074176
STATE OF INCORPORATION: GA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3280 PEACHTREE RD NE
STREET 2: THE TERMINUS BUILDING, SUITE 1000
CITY: ATLANTA
STATE: GA
ZIP: 30305-2422
BUSINESS PHONE: 4042628400
MAIL ADDRESS:
STREET 1: 3280 PEACHTREE RD NE
STREET 2: THE TERMINUS BUILDING, SUITE 1000
CITY: ATLANTA
STATE: GA
ZIP: 30305-2422
FORMER COMPANY:
FORMER CONFORMED NAME: PTEK HOLDINGS INC
DATE OF NAME CHANGE: 20000306
FORMER COMPANY:
FORMER CONFORMED NAME: PREMIERE TECHNOLOGIES INC
DATE OF NAME CHANGE: 19951219
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Guthrie David M
CENTRAL INDEX KEY: 0001437903
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13577
FILM NUMBER: 151277761
MAIL ADDRESS:
STREET 1: 3280 PEACHTREE RD NW
STREET 2: SUITE 1000
CITY: ATLANTA
STATE: GA
ZIP: 30305
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2015-12-08
1
0000880804
PREMIERE GLOBAL SERVICES, INC.
PGI
0001437903
Guthrie David M
3280 PEACHTREE RD NE
SUITE 1000
ATLANTA
GA
30305
0
1
0
0
Chief Technology Officer
Common Stock
2015-12-08
4
D
0
185513
14.00
D
0
D
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 10, 2015, by and among Pangea Private Holdings, II, LLC, a Delaware limited liability company ("Parent"), Pangea Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Premiere Global Services, Inc. (the "Company"), on December 8, 2015 (the "Effective Date"), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.
Pursuant to the Merger Agreement, on the Effective Date, (i) each outstanding share of the Company's common stock was converted into the right to receive a cash payment of $14.00 (the "Merger Consideration") and (ii) each share of the Company's common stock subject to time-based vesting restrictions that was outstanding immediately prior to the Effective Date became fully vested and nonforfeitable and was converted into the right to receive the Merger Consideration, less the amount of any required withholding tax.
Pursuant to the Merger Agreement, on the Effective Date, each share of the Company's common stock subject to performance-based vesting restrictions that was outstanding immediately prior to the Effective Date became vested and nonforfeitable based upon (x) an assumed achievement of 100% of the performance goals, if the Effective Date occurred during the first half of the applicable performance period, or (y) the actual level of achievement of the performance goals, measured as of September 30, 2015, if the Effective Date occurred during the second half of the applicable performance period and such vested performance shares were converted into the right to receive the Merger Consideration, less the amount of any required withholding tax.
L. Scott Askins, by Power-of-Attorney
2015-12-08