-----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, TBs4FnAYXolGl5dpgwdERwTOdSK2JMeg/8ADVPaKnI4ziKtvOhPllscagq8Z+OG4 LNNQZ6n1hwsz4uaakg5Mwg== 0000931763-98-001031.txt : 19980424 0000931763-98-001031.hdr.sgml : 19980424 ACCESSION NUMBER: 0000931763-98-001031 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980422 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: 10-K/A SEC ACT: SEC FILE NUMBER: 001-13577 FILM NUMBER: 98598360 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 10-K/A 1 FORM 10-K/A FOR DECEMBER 31, 1997 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 10-K/A ----------------------- (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR [_] TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE TRANSITION PERIOD FROM_________TO__________ Commission file number 01-13577 PREMIERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Georgia 59-3074176 (State or other (I.R.S. Employer jurisdiction of incorporation) Identification No.) 3399 Peachtree Road, N.E. THE LENOX BUILDING, SUITE 600 ATLANTA, GEORGIA 30326 (Address of principal executive offices) (404)-262-8400 (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.01 PAR VALUE PER SHARE (Title of class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this form 10-K. [_] The aggregate market value of the Class A Common Stock held by non- affiliates of the Registrant (assuming, for purposes of this calculation, without conceding, that all executive officers and directors are "affiliates"), was $1,503,320,197 at March 26, 1998, based on the closing sales price for the Common Stock on such date, as reported by The Nasdaq Stock Market's National Market. The number of shares of registrant's Common Stock outstanding at March 28, 1998 was 45,255,594. --- ================================================================================ PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. CERTAIN INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information regarding the directors and executive officers of the Company. Name Age Position - ---- --- -------- Boland T. Jones 38 Boland T. Jones, a founder of the Company, has served as a Director and Chief Executive Officer or President of the Company since its inception in July 1991. Since September 1993, Mr. Jones has served as the Chairman of the Board of Directors. From 1986 until founding the Company, Mr. Jones served as Chairman, Chief Executive Officer and President of American Network Exchange, Inc., a diversified transmission provider specializing in niche markets. Mr. Jones's term as a director expires in 2000. Jeffrey A. Allred 44 Jeffrey A. Allred has served as Executive Vice President of Strategic Development of the Company since July 1997. From June 1996 until July 1997, Mr. Allred was a partner in the Atlanta, Georgia office of the law firm of Alston & Bird LLP. From February 1992 until June 1996, Mr. Allred was a partner in the Atlanta, Georgia office of the law firm of Nelson Mullins Riley & Scarborough, L.L.P. Roy B. Andersen, Jr. 49 Roy B. Andersen, Jr. serves as the President and Chief Executive Officer of Xpedite Systems, Inc. ("Xpedite"), a subsidiary of the Company and, since February 27, 1998, as a director of the Company. Prior to Xpedite's acquisition by Premiere on February 27, 1998, Mr. Andersen served as President, Chief Executive Officer and a Director of Xpedite since its formation in July 1988. From February 1987 until July 1988, Mr. Andersen served as Executive Vice President and Chief Operating Officer of Electronic Courier Systems, Inc. Mr. Andersen's term as a director expires in 1999. Patrick G. Jones 47 Patrick G. Jones has served as Senior Vice President of Finance and Legal of the Company since November 1995. Since December 1995, Mr. Jones has also served as the Company's Secretary. From February 1993 until November 1995, Mr. Jones was a partner in the Atlanta, Georgia office of the law firm of Nelson Mullins Riley & Scarborough, L.L.P. From February 1989 until February 1993, Mr. Jones was a partner in the Atlanta, Georgia law firm of Long, Aldridge & Norman. George W. Baker, Sr. 63 George W. Baker, Sr. has been a Director of the Company since the Company's inception in July 1991. Since July 1988, Mr. Baker has served as a Director, President and Chief Executive Officer of Taco Tico, Inc., a Wichita, Kansas based franchisor of Mexican restaurants. Mr. Baker's prior experience also includes service on the Board of Directors of Kentucky Fried Chicken Corporation, as president of Kentucky Fried Chicken Operating Company and as President, Chief Executive Officer and shareholder of Mr. Gatti's, Inc., a pizza restaurant chain. Mr. Baker's term as a director expires in 2000. Raymond H. Pirtle, Jr. 57 Raymond J. Pirtle, Jr. has been a Director of the Company since June 1997. Mr. Pirtle has been managing director and a member of the Board of Directors of Equitable Securities Corporation since February 1989. Prior to that date, Mr. Pirtle was a general partner of J.C. Bradford & Co. Mr. Pirtle is a member of the Board of Directors of Sirrom Capital Corporation, a publicly traded small business investment company. Mr. Pirtle's term as a director expires in 1999. Mr. Eduard Mayer resigned as a director effective April 16, 1998. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership of such securities with the Securities and Exchange Commission and the National Association of Securities Dealers, Inc. Officers, directors and greater than ten percent beneficial owners are required by applicable regulations to furnish the Company with copies of all Section 16(a) forms they file. The Company is required to describe in this report whether it has knowledge that any person required to file such a report may have failed to do so in a timely manner. In this regard, all of the Company's directors, all officers subject to the reporting requirements and each beneficial owner of more than ten percent of any class of the Company's Common Stock satisfied all applicable filing requirements except for the following: Raymond H. Pirtle, Jr. failed to timely file an initial report upon becoming a director in June of 1997 and Jeffrey A. Allred failed to timely file an initial report upon becoming an officer in July of 1997. The foregoing is based upon reports furnished to the Company and, in some cases, written representations and information provided to the Company by the persons required to make such filings. ITEM 11. EXECUTIVE COMPENSATION AND OTHER INFORMATION. SUMMARY COMPENSATION OF EXECUTIVE OFFICERS The following table sets forth certain information concerning compensation earned for services rendered in all capacities to the Company by (i) the Company's Chairman and President and the two other most highly compensated executive officers of the Company (determined as of December 31, 1997), who represent the only other -1- executive officers whose total annual salary and bonus exceeded $100,000 during the year ended December 31, 1997, and (ii) D. Gregory Smith, who resigned as an executive officer and director of the Company on September 4, 1997 (each person listed in (i) and (ii) are hereinafter referred to as the "Named Executive Officers"). SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM ------------------------------------------ COMPENSATION OTHER ANNUAL SECURITIES All OTHER NAME AND PRINCIPAL POSITION COMPENSATION UNDERLYING COMPENSATION - --------------------------- YEAR SALARY BONUS $(1) ($)(2) OPTIONS (#) ($)(3) ---- ------ ---------- ------ ----------- ------ Boland T. Jones............ 1997 213,429 - 0 - 16,500 250,000 75,681 Chairman of the Board of 1996 200,000 - 0 - 16,500 50,000 21,902 Directors and President 1995 175,450 126,128 52,415 1,464,000 24,359 Patrick G. Jones(5)........ 1997 157,188 - 0 - 12,000 50,000 2,683 Senior Vice President 1996 150,000 - 0 - 12,000 15,000 2,690 of Finance and Legal and 1995 25,000 - 0 - 2,000 246,000 1,066 Secretary Jeffrey A. Allred (6)...... 1997 66,667 50,000 4,000 450,000 - 0 - Executive Vice President of Strategic Development D. Gregory Smith (4)....... 1997 178,929 - 0 - 48,640 250,000 42,783 Former Executive Vice 1996 200,000 - 0 - 16,500 50,000 24,681 President, Assistant 1995 151,250 126,128 40,660 1,464,000 27,601 Secretary and Director
________________________ (1) Reflects bonuses paid pursuant to employment agreements with Messrs. Boland T. Jones, Patrick G. Jones and D. Gregory Smith which provided for bonuses calculated as a percentage of the Company's operating revenues and adjusted earnings before interest and taxes as determined in accordance with such employment agreements. These employment agreements were amended in November 1995. The officers waived their right to any such bonuses in 1996 and, in connection therewith, received a grant of certain stock options. See "-- Option Grants in Last Fiscal Year." For Jeffrey A. Allred, for 1997, $50,000 represents a signing bonus upon joining the Company. (2) For Boland T. Jones, consists of: (i) for 1997, $12,000 paid related to Mr. Jones' auto allowance and $4,500 of club dues paid on Mr. Jones' behalf; (ii) for 1996, $4,500 of club dues paid on Mr. Jones' behalf and $12,000 paid related to Mr. Jones' auto allowance; and (iii) for 1995, $39,665 of initiation fees and club dues paid on Mr. Jones' behalf and $12,750 paid related to Mr. Jones' auto allowance. For D. Gregory Smith, consists of: (i) for 1997, $10,500 paid related to Mr. Smith's auto allowance and $38,140 of club dues paid on Mr. Smith's behalf, (ii) for 1996, $4,500 of club dues paid on Mr. Smith's behalf and $12,000 paid related to Mr. Smith's auto allowance; and (iii) for 1995, $27,910 of initiation fees and club dues and $12,750 paid related to Mr. Smith's auto allowance. For Patrick G. Jones, consists of: (i) -2- for 1997 and 1996, $12,000 and $2,000 paid related to Mr. Jones' auto allowance, respectively. For Jeffrey A. Allred, consists of $4,000 paid related to Mr. Allred's auto allowance. (3) For Boland T. Jones, consists of: (i) for 1997, $19,770 of premiums on split dollar life insurance, $26,850 paid related to tax planning and $29,061 paid related to personal aircraft usage (ii) for 1996, $20,370 of premiums on split dollar life insurance, $877 of legal fees and $655 of premiums paid on term life insurance; and (iii) for 1995, $18,440 of premiums on split dollar life insurance, $4,245 of imputed interest on non- interest bearing loans made by the Company to Mr. Jones, $1,019 for certain estate planning expenses and $655 of premiums paid on term life insurance. For D. Gregory Smith, consists of: (i) for 1997; $22,740 of premiums paid on split dollar life insurance, $11,850 paid related to tax planning and $8,193 paid related to personal aircraft usage; (ii) for 1996, $23,180 of premiums paid on split dollar life insurance, $575 of legal fees and $926 of premiums paid on term life insurance; and (iii) for 1995, $21,080 of premiums on split dollar life insurance, $4,529 of imputed interest on non- interest bearing loans made by the Company to Mr. Smith, $1,066 for certain estate planning expenses and $926 of premiums paid on term life insurance. For Patrick G. Jones, consists of: (i) for 1997, $2,683 for premiums paid on term life insurance; (ii) for 1996, $2,690 for premiums paid on term life insurance; and (iii) for 1995, $1,066 for certain estate planning expenses. (4) Mr. Smith resigned as an executive officer and director of the Company on September 4, 1997. (5) Mr. Jones joined the Company as an executive officer on November 1, 1995. (6) Mr. Allred joined the Company as an executive officer on July 24, 1997. OPTION GRANTS IN LAST FISCAL YEAR The following table sets forth information concerning each grant of stock options to the Named Executive Officers during the year ended December 31, 1997.
OPTION GRANTS IN LAST FISCAL YEAR INDIVIDUAL GRANTS ---------------------------------------------------------------- NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE SECURITIES OPTIONS AT ASSUMED ANNUAL UNDERLYING GRANTED TO EXERCISE OR RATES OF STOCK PRICE OPTIONS EMPLOYEES BASE PRICE EXPIRATION APPRECIATION FOR GRANTED(1) IN FY ($/SH) DATE OPTION TERM(2) ---------- ---------- ----------- ---------- -------------------------- 5%($) 10%($) ------ ------ NAME - -------------------- Boland T. Jones..... 250,000 7.04% 24.50 12/31/02 1,692,500 3,740,000 D. Gregory Smith.... 250,000(3) 7.04% 24.50 12/31/02 1,692,500 3,740,000 Patrick G. Jones.... 50,000 1.41% 24.50 12/31/02 338,500 748,000
-3- Jeffrey A. Allred 450,000 12.68% 23.375 7/24/05 5,025,000 12,029,000
(1) All options were granted at the market value on the date of grant as determined by the Board of Directors. (2) The dollar amounts under these calculations are the result of calculations at the 5% and 10% rates set by the Securities and Exchange Commission (the "Commission") and therefore are not intended to forecast possible future appreciation, if any, of the price of the Company's Common Stock or the present or future value of the options. (3) All 250,000 options were cancelled effective September 4, 1997. AGGREGATE OPTION EXERCISES AND YEAR END OPTION VALUES The following table sets forth information concerning option exercises by each of the Named Executive Officers during the year ended December 31, 1997, and information concerning the value of unexercised options held by each of the Named Executive Officers as of December 31, 1997.
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FY-END OPTION VALUES --------------------------------------------------- NUMBER OF VALUE OF SECURITIES UNEXERCISED UNDERLYING IN-THE-MONEY UNEXERCISED OPTIONS AT SHARES OPTIONS AT FY-END FY-END($)(2) ACQUIRED ON VALUE --------------------------- --------------------------- NAME EXERCISE# REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - ------------------ --------- ------------- ----------- ------------ ----------- ------------- Boland T. Jones 100,000 $ 2,597,710 1,523,624 480,000 $33,351,810 $12,489,600 D. Gregory Smith 893,624 20,140,430 360,000 -0- 9,365,400 -0- Patrick G. Jones -0- -0- 225,000 80,000 4,455,458 2,051,600 Jeffrey A. Allred -0- -0- 150,000 300,000 637,500 1,275,000
________________________ (1) These values have been calculated by subtracting the option exercise price from the market price of the Common Stock on the date of exercise and multiplying that figure by the total number of options exercised. (2) These values have been calculated by subtracting the option exercise price from the market price of the Common Stock on The Nasdaq Stock Market's National Market on December 31, 1997, and multiplying that figure by the total number of exercisable/unexercisable options. -4- DIRECTORS' COMPENSATION Directors are reimbursed for reasonable expenses incurred by them in connection with their attendance at Board meetings. In addition, during 1996 each of Messrs. Baker, and Mayer were granted options to purchase 10,000 shares of Common Stock at an exercise price of $19.375 per share, the market value on the date of grant. The options vested on December 31, 1996. In 1997, Messrs. Baker, Mayer and Pirtle were granted options to purchase 10,000 Shares of Common Stock at an exercise price of $24.50 per Share, the market value on the date of the grant, and such options vested on December 31, 1997. Mr. Mayer also was granted options to purchase 50,000 Shares of Common Stock at an exercise price of $16.750 per share, and such options vested on March 31, 1997. EMPLOYMENT AGREEMENTS The Company has entered into employment agreements (the "Employment Agreements") with Messrs. Boland T. Jones, D. Gregory Smith and Patrick G. Jones. Each Employment Agreement provides for an employment term expiring December 31, 1999. Under their respective Employment Agreements, Messrs. Boland Jones, Smith and Patrick Jones were paid base annual salaries of $210,000, $210,000 and $157,000, respectively, for the year ended December 31, 1997. Each of the base salaries increase 5.0% each year, with additional increases, if any, as set by the Board of Directors. Mr. Smith's Employment Agreement was terminated effective November 29, 1997 in accordance with that certain Mutual Release dated December 5, 1997 (the "Mutual Release") described below. Under the Employment Agreements, each of these officers is also eligible to receive bonus compensation based on the financial performance of the Company. The amount of bonus compensation is calculated based on operating revenues and the Company's adjusted net income before interest and taxes as determined in accordance with the Employment Agreements ("Adjusted EBIT"). Pursuant to the Employment Agreements, Messrs. Boland Jones and Smith received as a bonus (i) 0.25% of the Company's operating revenues plus (ii) 2.5% of Adjusted EBIT for the year ended December 31, 1995, which amounted to a bonus of $126,128 for both Messrs. Boland Jones and Smith, and beginning in 1996, Messrs. Boland Jones and Smith were entitled to receive as a bonus 1.5% of Adjusted EBIT. The changes in bonus arrangements beginning in 1996 for each of Messrs. Boland Jones and Smith were effected in amendments to their Employment Agreements entered into in November 1995. In conjunction with these amendments, Messrs. Boland Jones and Smith were each granted options to acquire 1,440,000 shares of Common Stock at an exercise price of $1.61 per share which vest ratably on November 5, 1996, 1997 and 1998, subject to accelerated vesting in the event of a change in control of the Company or the termination by the Company of the employment of Messrs. Boland Jones or Smith, respectively, for any reason. Beginning in 1996, Patrick Jones was entitled to receive a bonus based on Adjusted EBIT. In conjunction with entering into his Employment Agreement, Patrick Jones was granted options to acquire 240,000 shares of Common Stock at an exercise price of $1.61 per share, which vest ratably on October 31, 1996, 1997 and 1998. Bonuses payable to these executive officers will be deferred if the net effect of the payment of the bonuses to such officers would cause the Company to recognize a net loss for the year. The amount of any deferred bonus will be paid in the next succeeding year in which the payment of the deferred bonus, after the payment of the bonus for such year, would not cause the Company to recognize a net loss. To date no bonus amounts have been deferred. In July 1996, each of the these officers agreed to waive any rights to bonuses otherwise due under -5- the Employment Agreements for 1996. In connection with such waiver, Messrs. Boland Jones, Smith, and Patrick Jones were granted options to acquire an aggregate of 50,000, 50,000 and 15,000 shares of Common Stock, respectively, at an exercise price of $18.50 per share, which was the market value of the Common Stock on the date of grant, and such options vested on March 31, 1997. The Employment Agreements provide that each of these executive officers will not compete with the Company during the term of his employment and for one year thereafter. The Company may not terminate these executive officer's employment without cause. If either Messrs. Boland Jones or Patrick Jones employment is terminated for any reason, these officers will be entitled to severance compensation equal to two and one-half times his base salary in effect on the date of termination; provided, however, if Mr. Patrick Jones' employment is terminated for cause, then no severance compensation is required to be paid. The Employment Agreements set the terms of certain stock options granted to Messrs. Boland Jones and Patrick Jones and also permit these executive officers to borrow funds from the Company for the exercise of options and warrants and, with respect to Mr. Boland Jones, the payment of taxes related to such options and warrants. Any such borrowings must be secured by shares acquired upon the exercise of the options and warrants, and the net proceeds from the sale of any such shares must be applied to the outstanding principal and interest owed to the Company. Each of these executive officers will immediately vest in all such options upon a change in control of the Company. In addition, Mr. Boland Jones will immediately vest in all such options if the Company terminates his employment for any reason. In accordance with the Mutual Release, the Company and Mr. Smith acknowledged that Mr. Smith resigned as an officer and director of the Company, effective September 4, 1997, and as an employee, officer and director of Premiere Communications, Inc., effective November 29, 1997. The Company and Mr. Smith agreed that Mr. Smith would retain 360,000 of the 480,000 options to acquire shares of Common Stock previously granted to Mr. Smith and which were attributable to Mr. Smith's services to the Company for 1997. Mr. Smith waived any right to the remaining 120,000 options attributable to his services to the Company for 1997 and the 250,000 options granted in June 1997 and agreed that such options were cancelled. In addition, Mr. Smith agreed to comply with certain restrictive covenants in his Employment Agreement. The Mutual Release also provided that the Company and Mr. Smith each released the other from any and all claims they have or may have against one another. In connection with the merger With Xpedite, Mr. Andersen's existing employment agreement with Xpedite continued in full force and effect. Under the terms of Mr. Andersen's agreement with Xpedite, he is entitled to receive an annual base salary in an amount equal to $130,000, or such greater amount as may be fixed by the Board of Directors. As of December 31, 1996, Mr. Andersen received a base salary of $275,000. The agreement also provides that Mr. Andersen may receive a bonus at the discretion of the Board of Directors. Mr. Andersen's employment agreement, entered into as of October 1, 1988, was automatically renewed for two years on September 30, 1997. Mr. Andersen's employment agreement prohibits him from competing with Xpedite for a period of one year after termination of employment. His agreement also provides that in the event he is unable, as a result of mental or physical incapacity, to perform his duties on behalf of Xpedite, his participation in Xpedite's benefit plans will continue for six months after such incapacity occurs. Mr. Andersen's agreement also provides that upon the termination of such agreement by Xpedite under certain circumstances, or upon the termination of such agreement by Mr. Andersen under certain circumstances (including upon a change in control of Xpedite), the executive will continue to receive the benefits provided for under his agreement as well as payments of salary and bonus, for a specified period following termination of employment. Such agreement also provides for a monthly car allowance. In connection with the merger with Xpedite, each outstanding option to acquire Xpedite common stock held by Mr. Andersen was converted into the right to acquire Premiere Common Stock and Premiere agreed to assume the terms of these stock options, except that (i) Premiere and its Compensation Committee will administer the stock option plans and (ii) the number of shares subject to the options and the exercise price were adjusted based upon the exchange ratio utilized in the merger. In addition, in order to facilitate Mr. Andersen's retention, the Company agreed to pay a "stay bonus" of $530,000 which vests and is payable as follows: $176,666 as of February 27, 1998, $176,000 on the 91st day after February 27, 1998 and $176,667 on the 121st day after February 27, 1998. The Company is not required to pay these bonus amounts if Mr. Andersen terminates his employment without "good reason" or if he is terminated for "cause." On March 2, 1998, Mr. Andersen was also granted stock options to acquire 583,000 shares of the Company's Common Stock at an exercise price of $29.25 per share. These options vest ratably over a four year period and expire March 2, 2007. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The following table sets forth, as of April 15, 1998 certain information concerning ownership of shares of Common Stock by: (i) persons who are known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock; (ii) each director of the Company; (iii) each Named Executive Officer of the Company; and (iv) all directors and executive officers of the Company as a group.
BENEFICIAL PERCENTAGE OWNERSHIP OF OF CLASS NAME OF BENEFICIAL OWNER COMMON STOCK(1)(2) OUTSTANDING - ------------------------ ------------------ ----------- Boland T. Jones.............................................. 3,601,098(3) 7.70% 3399 Peachtree Road, N.E. The Lenox Building, Suite 600 Atlanta, Georgia 30326 D. Gregory Smith............................................. 1,763,814(4) 3.87% 1907 Oakmont Avenue Tampa, Florida 33629 George W. Baker, Sr.......................................... 130,832(5) * Raymond H. Pirtle, Jr. ...................................... 60,000(6) * Roy B. Anderson, Jr. ........................................ 395,175(7) * Patrick G. Jones............................................. 490,728(8) * Jeffrey A. Allred............................................ 146,900(9) * All current executive officers and directors as a group (6 persons).................................................. 4,824,733(10) 10.2% ____________________ * Less than one percent. (1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission that deem shares to be beneficially owned by any person who has or shares voting or investment power with respect to such shares. Shares of Premiere Common Stock subject to warrants or options that are currently exercisable or exercisable within 60 days of December 31, 1997 are deemed to be outstanding and to be beneficially owned by the person holding such warrants or options for the purpose of computing the percentage ownership of such person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. (2) Based upon shares owned as of April 15, 1997. (3) Includes 1,932,594 shares held of record by Mr. Jones and 1,523,624 shares subject to warrants or options exercisable immediately or which become exercisable within 60 days, 590 shares held of record by Mr. Jones' wife for which Mr. Jones holds the right to vote pursuant to an irrevocable proxy granted by Mrs. Jones to Mr. Jones, and 144,290 shares held of record by 22 stockholders for which Mr. Jones holds the right to vote pursuant to irrevocable proxies granted by such stockholders to Mr. Jones. (4) Includes 1,403,814 shares held of record by Mr. Smith and 360,000 shares subject to options or warrants which are immediately exercisable. (5) Includes 110,832 shares held of record by Mr. Baker and 20,000 shares subject to warrants or options exercisable immediately or which become exercisable within 60 days. Does not include 44,000 shares held of record by Mr. Baker's wife as to which shares Mr. Baker disclaims beneficial ownership. (6) Includes 50,000 shares held in a 401(k) plan for the benefit of Mr. Pirtle and 10,000 shares subject to warrants or options exercisable immediately or which become exercisable within 60 days. (7) Includes 249,300 shares held of record by Mr. Andersen and 145,875 shares subject to options exercisable immediately or which become exercisable within 60 days. (8) Includes 10,028 shares held of record by Mr. Jones, 208,000 shares subject to warrants or options exercisable immediately or which become exercisable within 60 days and 272,700 shares owned by six trusts of which Mr. Jones is the sole trustee. (9) Consists of 146,900 shares subject to warrants or options exercisable immediately or which become exercisable within 60 days. (10) Includes 2,054,399 shares subject to warrants or options exercisable immediately or which become exercisable within 60 days.
-6- ITEM 13. CERTAIN RELATIONS AND RELATED TRANSACTIONS. In November 1995, the Company loaned Patrick G. Jones $90,000 in connection with Mr. Jones' transition from his previous employer to the Company. This unsecured loan was evidenced by a promissory note bearing interest at 6.11%, the interest on which was payable beginning in November 1997 and continuing each year until November 1999. This loan and accrued interest were forgiven in January 1998. In December 1997, Boland T. Jones exercised an option to purchase 100,000 shares of the Company's common stock at an exercise price of $0.27 a share. In December 1997, the Company loaned Boland T. Jones $973,000 to pay federal and state income taxes associated with the exercise of these stock options. This loan is evidenced by a recourse promissory note bearing interest at 6.0%, which is secured by a pledge of the common stock acquired upon the exercise of the options. All principal and accrued interest are to be paid in December 2007. Jeffrey A. Allred was a partner of the law firm of Alston & Bird LLP from June 1996 until joining the Company in July 1997. Alston & Bird LLP rendered legal services to the Company and its subsidiaries in 1997 and is expected to render services to the Company and its susidiaries in 1998. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During 1997, the members of the Compensation Committee were George W. Baker, Sr. and Eduard J. Mayer. Neither member of the Compensation Committee has ever been an employee of the Company. Mr. Baker is Boland T. Jones' father-in-law. -7- ITEM 14. (b) The Registrant has filed the following reports on Form 8-K during the fourth quarter of 1997: Current Report on Form 8-K dated November 13, 1997, filed on financial information. December 15, 1997 pursuant to Item 5 of Form 8-K, reporting the agreement and plan of merger with Xpedite Systems, Inc., and pursuant to Item 7 of Form 8-K reporting the following financial statements of business to be acquired and pro-forma financial information. (1) Consolidated financial statements of Xpedite Systems, Inc. (2) Consolidated financial statements of Xpedite Systems Limited (3) Consolidated financial statements of Premiere Technologies, Inc. (4) Unaudited Pro Forma Condensed Combined Financial Information to reflect the pending acquisition of Xpedite Systems, Inc. Amended Current Report on Form 8-K/A dated November 13, 1997, filed on December 23, 1997, pursuant to Item 7 of Form 8-K, amending an exhibit. (c) Exhibits (d) Financial Statement Schedule See Item 14(a) above. -8- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 21, 1998. PREMIERE TECHNOLOGIES INC. By: /s/ Patrick G. Jones -------------------- Patrick G. Jones Senior Vice President of Finance and Legal -----END PRIVACY-ENHANCED MESSAGE-----