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) June 29, 2012
PREMIERE GLOBAL SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
GEORGIA
(State or Other Jurisdiction of Incorporation)
| 001-13577 | 59-3074176 |
| (Commission File Number) | (IRS Employer Identification No.) |
|
3280 Peachtree Road, NE, Suite 1000, Atlanta, Georgia 30305 | |
| (Address of Principal Executive Offices) | (Zip Code) |
404-262-8400
(Registrant’s Telephone Number, Including Area Code)
(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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in our 2012 proxy statement, the compensation committee of the board of directors of Premiere Global Services, Inc. has engaged a new independent compensation consultant who is currently in the process of completing a comprehensive study of our executive compensation program, including assistance with the design of a new long-term incentive, or LTI, program. We have historically granted LTI awards on a triennial basis rather than an annual basis, with our Chief Financial Officer, David E. Trine, receiving his only LTI award to date upon joining us in 2009. He was fully vested in that LTI award as of March 31, 2012. On June 29, 2012, our compensation committee approved an LTI award, with a grant date of June 30, 2012, to Mr. Trine that approximates a pro-rated amount of one-year’s annualized value of his previous LTI award as a bridge grant to transition to the implementation of our new LTI program in 2013. Based on data and analysis provided by our independent compensation consultant, our compensation committee concluded that this LTI award was competitive with the market for similarly-situated executives.
Accordingly, on June 30, 2012, we granted to Mr. Trine 25,000 shares of restricted stock, which will vest on January 1, 2013 provided that Mr. Trine is then still employed by us or any of our affiliates. In the event of the termination of Mr. Trine’s employment by reason of his death or disability or by us without cause, the vesting of such restricted stock will accelerate in full. In addition, such restricted stock will vest in full if Mr. Trine terminates his employment for good reason or if we terminate his employment without cause within twenty-four months of a change of control of the company, which is also referred to as a double trigger acceleration. A copy of this restricted stock agreement is included as Exhibit 10.1 to this current report.
The foregoing description of the restricted stock agreement is qualified in its entirety by the full text of such agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Restricted Stock Agreement between David E. Trine and the Registrant dated June 30, 2012. |
| 10.1 |
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 3, 2012 | By: |
/s/ Scott Askins Leonard |
| Scott Askins Leonard | ||
| Executive Vice President – Legal, | ||
| General Counsel and Secretary | ||
EXHIBIT INDEX
| Exhibit 10.1 | Restricted Stock Agreement between David E. Trine and the Registrant dated June 30, 2012. |
Exhibit 10.1
RESTRICTED STOCK AGREEMENT
Non-transferable
G R A N T T O
DAVID E. TRINE
(“Grantee”)
by Premiere Global Services, Inc. (the “Company”) of
25,000
shares of its common stock, $0.01 par value (the “Shares”)
pursuant to and subject to the provisions of the Premiere Global Services, Inc. Amended and Restated 2004 Long-Term Incentive Plan, as amended (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
Unless sooner vested in accordance with Section 3 of the Terms and Conditions, the restrictions imposed under Section 2 of the Terms and Conditions will expire as follows:
The Shares will vest on January 1, 2013; provided that Grantee is then still employed by the Company or any of its Affiliates.
IN WITNESS WHEREOF, Premiere Global Services, Inc., acting by and through its duly authorized officers, has caused this Agreement to be executed as of the Grant Date.
Premiere Global Services, Inc.
By: /s/ Scott Askins Leonard
Scott Askins Leonard
Its: EVP – Legal and General Counsel
Grant Date: June 30, 2012
Accepted by Grantee: /s/ David E. Trine
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TERMS AND CONDITIONS
1. Grant of Shares. The Company hereby grants to the Grantee, subject to the restrictions and the other terms and conditions set forth in the Plan and in this award agreement (this “Agreement”), the number of Shares indicated on Page 1 hereof.
2. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, encumbered or hypothecated to or in favor of any party other than the Company or an Affiliate, or be subjected to any lien, obligation or liability of Grantee to any other party other than the Company or an Affiliate. If Grantee’s employment with the Company or any Affiliate terminates for any reason other than as set forth in paragraphs (b), (c) or (d) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section 2 shall apply to all Shares or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock of the Company.
3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):
(a) As to the percentages of the Shares specified on page 1 hereof, on the respective dates specified on page 1 hereof; provided Grantee is then still employed by the Company or an Affiliate;
(b) As to all of the unvested Shares, on the date of termination of Grantee’s employment by reason of death or Disability;
(c) As to all of the unvested Shares, on the date of termination of Grantee’s employment by the Company without Cause (as such term is defined below) before the occurrence of a “Change in Control” of the Company (as such term is defined in the Plan); or
(d) As to all of the unvested Shares, upon termination of Grantee’s employment (i) by the Company without Cause or (ii) by Grantee with Good Reason (as such term is defined below) within twelve (12) months after the occurrence of a “Change in Control” of the Company.
For purposes of this Agreement, “Cause” and “Good Reason” shall have the same meaning as in Grantee’s employment, severance or similar agreement with the Company or an Affiliate, as in effect from time to time.
4. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and will be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws):
“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Agreement between the registered owner of the shares represented hereby and Premiere Global Services, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Agreement, copies of which are on file in the offices of Premiere Global Services, Inc.”
Stock certificates for the Shares without the first above legend shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, as amended, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.
5. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If Grantee forfeits any rights he or she may have under this Agreement, Grantee shall no longer have any rights as a shareholder with respect to the Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive dividends on such Stock. In the event that for any reason Grantee shall have received dividends upon such Stock after such forfeiture, Grantee shall repay to the Company any amount equal to such dividends.
6. Changes in Capital Structure. The provisions of the Plan shall apply in the case of a change in the capital structure of the Company.
7. No Right of Continued Employment. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate.
8. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code. To effect such election, Grantee may file an appropriate election with the Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable Treasury Regulations. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements and the Company and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.
9. Amendment. The Committee may amend, modify or terminate this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the Shares hereunder had expired) on the date of such amendment or termination.
10. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.
11. Successors. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
12. Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
13. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:
Premiere Global Services, Inc.
3280 Peachtree Road, N.E.
The Terminus Building, Suite 1000
Atlanta, Georgia 30305
Attn: Director, Stock Plan Management
or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.
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