-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B/rdj7CxUnm15xIHWi6YUBz55VldIQqGCFT0UCmVgkZS9f0McdHpJTnlwT3/9PnN dAI0Txb6vsz7byNA+nRi9Q== 0000930413-07-005544.txt : 20070627 0000930413-07-005544.hdr.sgml : 20070627 20070627145039 ACCESSION NUMBER: 0000930413-07-005544 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070627 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070627 DATE AS OF CHANGE: 20070627 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13577 FILM NUMBER: 07943519 BUSINESS ADDRESS: STREET 1: 3399 PEACHTREE RD NE STREET 2: THE LENOX BUILDING, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4042628400 MAIL ADDRESS: STREET 1: 3399 PEACHTREE RD NE STREET 2: THE LENOX BUILDING, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 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 8-K 1 c49205_8k.htm

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 27, 2007 

 

PREMIERE GLOBAL SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

GEORGIA

(State or Other Jurisdiction of Incorporation)

 

000-27778

59-3074176

(Commission File Number)

(IRS Employer Identification No.)

 

3399 Peachtree Road, NE, Suite 700, Atlanta, Georgia 30326

(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):

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

 

 Item 5.03       Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As recommended by our board of directors, at the 2007 annual meeting of shareholders of Premiere Global Services, Inc. held on June 27 2007, our shareholders approved an amendment to our second amended and restated bylaws to declassify our board of directors and provide for the annual election of all of our directors beginning with our 2008 annual shareholders meeting.

 

The foregoing description of the amendment to our bylaws is not complete and is qualified in its entirety by reference to the text of the amendment to our bylaws attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

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Item 9.01       Financial Statements and Exhibits.

 

(d) Exhibits

 

3.1

 

Amendment, adopted as of June 27, 2007, to the Registrant’s Second Amended and Restated Bylaws, adopted as of March 15, 2006.

 

 

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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:    June 27, 2007

By:

/s/ L. Scott Askins                                    

    L. Scott Askins
Senior Vice President – Legal,
General Counsel and Secretary

 

 

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EXHIBIT INDEX

 

 

3.1

Amendment, adopted as of June 27, 2007, to the Registrant’s Second Amended and Restated Bylaws, adopted as of March 15, 2006.

 

 

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EX-3.1 2 c49205_ex3-1.htm Untitled Document

EXHIBIT 3.1

 

AMENDMENT NO. 2

 

Adopted as of June 27, 2007

 

TO

 

SECOND AMENDED AND RESTATED BYLAWS

OF

PREMIERE GLOBAL SERVICES, INC.

 

Adopted as of March 15, 2006

 

Section 3.2 is hereby amended and restated as follows:

 

3.2        NUMBER, ELECTION AND TERM OF OFFICE. The number of directors of the Corporation shall be fixed by resolution of the Board of Directors from time to time and, until otherwise determined, shall be between three and ten; PROVIDED, HOWEVER, that no decrease in the number of directors shall have the effect of shortening the term of an incumbent director. Except as provided in Section 3.4, all directors of the Corporation shall be elected at each annual meeting of shareholders, or at a special meeting of shareholders called for purposes that include the election of directors, by a plurality of the votes cast by the shares entitled to vote and present at the meeting. Each director shall hold office until the next election of directors by the shareholders and until such director’s successor shall have been duly elected and qualified, except in the case of such director’s earlier death, retirement, disqualification, resignation or removal.

 

 


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