-----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, IlIgs6yMNX/Sprg2f5Li+HTW0f5q89BG1R+w2xe733JUqEhrBplW4NduXbAvTL18 PHVAuLeWkAvayJJu97P1RA== 0000931763-98-000383.txt : 19980223 0000931763-98-000383.hdr.sgml : 19980223 ACCESSION NUMBER: 0000931763-98-000383 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980203 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980220 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIERE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000880804 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 593074176 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13577 FILM NUMBER: 98546476 BUSINESS ADDRESS: STREET 1: 3399 PEACHTREE RD NE STREET 2: LENOX BLDG STE 400 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4042628400 MAIL ADDRESS: STREET 1: 3399 PEACHTREE RD NE STREET 2: STE 400 CITY: ATLANTA STATE: GA ZIP: 30326 8-K 1 FORM 8-K DATED FEBRUARY 3, 1998 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 3, 1998 ---------------- PREMIERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Georgia 0-27778 59-3074176 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 3399 Peachtree Road, N.E. The Lenox Building, Suite 600 Atlanta, Georgia 30326 --------------------------------------------------------------------------- (Address of principal executive officers) (Zip Code) Registrant's telephone number, including area code: (404) 262-8400 N/A --------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. On February 3, 1998, Premiere Technologies, Inc. (the "Company") announced its unaudited operating results for the three and twelve months ended December 31, 1997. For the quarter ended December 31, 1997, revenues increased 15 percent to $62.0 million compared to $53.9 million for the fourth quarter of 1996. Operating income rose 181 percent to $15.0 million in the fourth quarter of 1997 compared to $5.3 million for the fourth quarter of 1996. Diluted net income per share increased to $0.25 in the fourth quarter of 1997 compared to $0.03 in the fourth quarter of 1996. For the year ended December 31, 1997, revenues increased 16 percent to $229.4 million compared to $197.5 million for the year ended December 31, 1996. The Company had an operating loss of $29.0 million for the year ended December 31, 1997 as compared to operating income of $6.8 million for the year ended December 31, 1996. Operating income, before restructuring and other special charges, rose 142 percent to $46.1 million in 1997 compared to $19.1 million for the year ended December 31, 1996. The Company had net loss per share of $0.78 for the year ended December 31, 1997 as compared to diluted net income per share of $0.11 for the year ended December 31, 1996. Diluted net income per share, before restructuring and other special charges, increased to $0.79 in 1997 compared to $0.34 for the year ended December 31, 1996. Filed herewith as Exhibit 99.1 is the Company's Summary Condensed Consolidated Statements of Operations (Unaudited) For the Three and Twelve Months Ended December 31, 1997 and 1996. The results of operations discussed in this Item 5 and set forth in Exhibit 99.1 have been restated to reflect pooling of interest transactions. On February 12, 1998, the Company announced an agreement between its wholly owned subsidiary Voice-Tel Enterprises, Inc. and Excel Communications, Inc. ("Excel") to market the Company's Voice-Tel messaging products and services to Excel's nationwide network of independent sales representatives beginning in the second quarter of 1998. Filed herewith as Exhibit 99.2 is the Company's press release from February 12, 1998 announcing this agreement. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Summary Condensed Consolidated Statements of Operations (Unaudited) for the Three and Twelve Months Ended December 31, 1997 and 1996. 99.2 Press Release dated February 12, 1998. -2- SIGNATURES 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 TECHNOLOGIES, INC. BY: /s/ Jeffrey A. Allred ------------------------------------ Jeffrey A. Allred Executive Vice President of Strategic Development Dated: February 20, 1998 -3- EXHIBIT INDEX 99.1 Summary Condensed Consolidated Statements of Operations (Unaudited) for the Three and Twelve Months Ended December 31, 1997 and 1996. 99.2 Press Release dated February 12, 1998. EX-99.1 2 SUMMARY CONDENSED CONSOLIDATED STMTS OF OPERATION PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARIES SUMMARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 1997 AND 1996 (in thousands except per share amounts)
Three Months Ended Year Ended ------------------------------------------------------ December 31, December 31, December 31, December 31, 1997 1996 1997 1996 ------------------------------------------------------ (Unaudited) (Unaudited) (Unaudited) (Unaudited) REVENUES $ 62,043 $ 53,935 $ 229,352 $ 197,474 COST OF SERVICES 19,283 13,710 63,974 55,601 --------- --------- --------- --------- GROSS PROFIT 42,760 40,225 165,378 141,873 --------- --------- --------- --------- OPERATING EXPENSES: Selling, general and administrative 22,588 30,658 101,308 108,603 Depreciation and amortization 5,196 4,237 17,971 14,184 Restructuring and other special charges -- -- 73,597 11,030 Accrued settlement cost -- -- 1,500 1,250 --------- --------- --------- --------- Total operating expenses 27,784 34,895 194,376 135,067 --------- --------- --------- --------- --------- --------- --------- --------- OPERATING INCOME (LOSS) 14,976 5,330 (28,998) 6,806 --------- --------- --------- --------- OTHER INCOME (EXPENSE): Interest, net 43 (182) (15) (1,690) Other, net 190 (229) 226 (286) --------- --------- --------- --------- Total other income (expense) 233 (411) 211 (1,976) --------- --------- --------- --------- NET INCOME (LOSS) BEFORE INCOME TAXES 15,209 4,919 (28,787) 4,830 PROVISION FOR (BENEFIT) FROM INCOME TAXES 5,855 3,953 (3,412) 1,372 --------- --------- --------- --------- NET INCOME (LOSS) $ 9,354 $ 966 $ (25,375) $ 3,458 ========= ========= ========= ========= BASIC NET INCOME (LOSS) PER SHARE $ 0.29 $ 0.03 $ (0.78) $ 0.12 ========= ========= ========= ========= DILUTED NET INCOME (LOSS) PER SHARE $ 0.25 $ 0.03 $ (0.78) $ 0.11 ========= ========= ========= =========
EX-99.2 3 PRESS RELEASE DATED FEBRUARY 12, 1998 EXHIBIT 99.2 Exhibit 99.2 -- Press Release Excel Communications Signs Product Marketing Agreement With Premiere Technologies Supplies Voice Messaging Products and Services for Independent Representatives DALLAS, Feb. 12 /PRNewswire/ -- Excel Communications, Inc. (NYSE: ECI - news), --- ---- today announced a strategic agreement with Voice-Tel Enterprises, a unit of Premiere Technologies, Inc. (Nasdaq: PTEK - news) to market private-labeled ---- ---- Premiere Voice-Tel voice messaging products and services to its nationwide network of independent sales representatives beginning in the second quarter. The product, TelWorks(sm), consists of four different categories of services to meet the needs of small to large downlines. In network marketing, a downline refers to an independent representative's sales organization. Excel independent representatives use voice messaging as a business-building tool, expanding their ability to build a nationwide network. "Throughout the development of this product, Premiere's Voice-Tel unit has been very responsive to our needs," said Kenny Troutt, Excel chairman and chief executive officer. "The relationship began more than a year ago and their level of commitment has grown proportionately to keep up with the increasing demands of our sales force. "Until now," he added, "communicating through voice messaging has been limited to our top earners because it was cost-prohibitive for the majority of our representatives. TelWorks lowers the cost of entry so significantly that our representatives will be able to use these tools to build their businesses in the early stages when they need it the most." Premiere's Chairman and Chief Executive Officer Boland T. Jones, said, "Our global voice mail network will enable Excel to efficiently and cost-effectively broadcast messages to the independent representatives at the touch of a button, as well as to smaller subsets of the entire group. With TelWorks, individual representatives will also have access to the system to communicate with others in the group." Dallas-based Excel Communications, Inc. is the fifth largest long distance company in the United States. Utilizing a state-of-the-art, facilities-based network, the Company offers its subscribers residential and commercial long distance services, dial-around services, calling cards and paging services. Excel markets these products nationwide to residential and commercial customers under the Excel and Telco subsidiaries. Excel has more than 3,000 employees who support the corporate, network management, billing, teleservices and marketing functions of the Company. Atlanta-based Premiere is a leading provider of enhanced communications services, including 800-based services, voice mail, fax, e-mail (screen-based communications) and conference calling. Premiere is the first single-source provider and integrator of all these communications services. Premiere's highly flexible, scaleable platform and massive frame-relay network for digital voice and data transmission provide the infrastructure for Premiere to connect millions of subscribers around the world to its various offerings. -2- -----END PRIVACY-ENHANCED MESSAGE-----