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