-----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, IgOopJBInOr95ZTRhbDfHEkYptcQ8Z8N5ILhw1qCz2pmrRhHGx6Ppvr6zi8098CR Y7mBtORc6CTd6Vfem72BvQ== 0001157523-05-001545.txt : 20050217 0001157523-05-001545.hdr.sgml : 20050217 20050216213008 ACCESSION NUMBER: 0001157523-05-001545 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050216 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050217 DATE AS OF CHANGE: 20050216 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: 05622454 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 a4824981.txt PREMIERE GLOBAL SERVICES, INC. 8-K 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) February 16, 2005 ------------------------- PREMIERE GLOBAL SERVICES, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Georgia 000-27778 59-3074176 - ----------------------------- --------------- --------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 3399 Peachtree Road, N.E., The Lenox Building, Suite 700 Atlanta, Georgia 30326 - ------------------------------------------ ------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (404) 262-8400 ----------------------------- Not Applicable - -------------------------------------------------------------------------------- (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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On February 16, 2005, Premiere Global Services, Inc. ("PGI") and certain of its wholly-owned subsidiaries entered into an Asset Purchase Agreement (the "Purchase Agreement") with Citizens Communications Company ("Citizens") and its wholly-owned subsidiary. Pursuant to the Purchase Agreement, PGI agreed to purchase substantially all of the assets of the teleconferencing business of Citizens (the "Acquisition") for a cash purchase price of approximately $41 million, net of working capital, and subject to further adjustment as provided in the Purchase Agreement. The obligations of the parties to close the Acquisition are subject to customary closing conditions, and the closing is expected to occur late in the first qurter of 2005. At the closing of the Acquisition, the purchase price will be funded by PGI's existing bank credit facility. The teleconferencing business of Citizens provides a full suite of audio and web conferencing services. ITEM 7.01 REGULATION FD DISCLOSURE On February 16, 2005, PGI issued a press release relating to the Acquisition described in Item 1.01 above. A copy of the text of the press release is attached as Exhibit 99.1 hereto. The information in Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release of Premiere Global Services, Inc. dated February 16, 2005. 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 GLOBAL SERVICES, INC. (Registrant) By: /s/ L. Scott Askins ------------------------------- L. Scott Askins SVP - Legal and General Counsel Date: February 16, 2005 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of Premiere Global Services, Inc. dated February 16, 2005. EX-99.1 2 a4824981ex991.txt PREMIERE GLOBAL SERVICES, INC. EXHIBIT 99.1 Exhibit 99.1 Premiere Global Services to Acquire Citizens Conferencing; Acquisition Expected to be Accretive in 2005 ATLANTA--(BUSINESS WIRE)--Feb. 16, 2005--Premiere Global Services, Inc. (NYSE: PGI), a provider of innovative ASP-based communication technologies for business process automation, today announced it signed a definitive agreement to acquire the conferencing services division of Citizens Communications Company (NYSE: CZN), for $41 million net of working capital. The acquisition is expected to close late in the first quarter of 2005, and the Company plans to fund the purchase with its bank credit facility. Based in Chicago, Citizens Conferencing offers a full suite of audio and Web conferencing services and is estimated to generate forward twelve month revenue of approximately $21 million. The acquisition is expected to be accretive to Premiere Global's revenues and earnings in 2005, and the Company anticipates raising its financial outlook upon closing. "I am excited to add Citizens Conferencing to our growing Company," said Boland T. Jones, Founder, Chairman and CEO of Premiere Global Services, Inc. "They are remarkably similar to our current SME business, with comparable customer profiles and sales levels. In addition, we believe their customers will benefit from our full suite of communication technologies, including our ReadyConference(R) Plus integrated Web conferencing service." About Premiere Global Services, Inc. Premiere Global Services, Inc., formerly Ptek Holdings, Inc., innovates and markets communication technologies on our proprietary platform that automate and enhance our enterprise customers' critical business processes. With approximately 2,200 employees in 18 countries around the world, Premiere Global Services(SM) has an established customer base of greater than 45,000 corporate accounts, including a majority of the Fortune 500. Customers use our services for a variety of business processes, including investor calls, receivables collections, Web-based continuing education, confirmations of securities trades and travel reservations, electronic statements and invoices, local-access international conferencing, document capture and automation, e-mail campaign marketing, mobile access and printing of documents, automated prescription renewals and other applications. Our corporate headquarters is located at 3399 Peachtree Road NE, Suite 700, Atlanta, GA 30326. Additional information can be found at www.premiereglobal.com. Statements made in this press release, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties. Such forward-looking statements are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and are made based on management's current expectations or beliefs as well as assumptions made by, and information currently available to, management. A variety of factors could cause actual results to differ materially from those anticipated in Premiere Global Services' forward-looking statements, including, but not limited to, the following factors: technological change; the development of alternatives to our services; our ability to manage our growth; integration of acquired companies; possible adverse effects on our financial condition if we are unable to retain IBM as a customer at the levels currently forecasted; possible adverse results of pending or future litigation or infringement claims; service interruptions; competitive pressures, including pricing pressures; general domestic and international economic, business or political conditions; legislative or regulatory changes; increased financial leverage; our dependence on our subsidiaries for cash flow; and other factors described from time to time in our press releases, reports and other filings with the SEC, including but not limited the "Risk Factors Affecting Future Performance" section of our Annual Report on Form 10-K for the year ended December 31, 2003. All forward-looking statements attributable to us or a person acting on our behalf are expressly qualified in their entirety by this cautionary statement. CONTACT: Premiere Global Services, Atlanta Investor Calls Sean O'Brien, 404-262-8462 -----END PRIVACY-ENHANCED MESSAGE-----