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)  March 15, 2005
                                                     ---------------------------

                         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):

|_|  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 1.02 Termination of a Material Definitive Agreement

     The information set forth under Item 3.03 of this Current Report on Form
8-K is hereby incorporated by reference in this Item 1.02.

Item 2.01 Completion of Acquisition or Disposition of Assets

     On March 15, 2005, Premiere Global Services, Inc. (the "Company") announced
the completion of the acquisition of substantially all of the assets, and
assumption of certain liabilities, of the conferencing services business of
Citizens Communications Company ("Citizens") by the Company and its wholly-owned
subsidiary (the "Acquisition"). The conferencing services business of Citizens
provides a full suite of audio and Web conferencing services. The Company funded
the cash purchase price of approximately $41 million, net of working capital,
and subject to further adjustment as provided for under the Asset Purchase
Agreement dated February 16, 2005 by and among Clarinet, Inc., the Company,
American Teleconferencing Services, Ltd., Conference-Call USA, LLC and Citizens
(the "Purchase Agreement"), through its existing credit facility. A copy of the
Purchase Agreement is Exhibit 2.1 hereto and is incorporated into this Item 2.01
by reference.

Item 3.03 Material Modification to Rights of Security Holders

     On March 15, 2005, the Board of Directors of the Company approved the
termination, effective April 30, 2005, of certain rights associated with a
previously authorized and declared dividend of one preferred stock purchase
right (a "Right") for each share of the Company's Common Stock outstanding on or
issued after July 6, 1998, with each Right representing the right to purchase
one one-thousandth of a share of Series C Junior Participating Preferred Stock.
The Rights were subject to the terms and conditions of a Shareholder Protection
Rights Agreement, dated as of June 23, 1998 (the "Rights Agreement"), by and
between the Company and SunTrust Bank, Atlanta, as Rights Agent. In accordance
with the terms of the Rights Agreement, on April 30, 2005, the right to exercise
the Rights will terminate and each Right will thereafter be null and void
without any further action and without any notice. In addition, the Rights will
be delisted from the New York Stock Exchange. Furthermore, pursuant to the terms
and conditions of the Rights Agreement, the Board's action to terminate the
Rights will cause the Rights Agreement to simultaneously expire on April 30,
2005.

Item 7.01 Regulation FD Disclosure

     The Company issued a press release on March 15, 2005 relating to the
Acquisition described in Item 2.01 above. The press release also included the
Company's revised financial guidance for 2005 of expected consolidated revenues
in the range of $500 to $520 million and expected diluted earnings per share
from continuing operations in the range of $0.69 to $0.72, not including the
impact of the adoption of a revision to SFAS 123, "Share-Based Payment" ("SFAS
No. 123R") requiring the expensing of stock options effective July 1, 2005. The
press release included the Company's expectations of the negative impact of
$0.03 or less on the Company's diluted EPS from continuing operations for 2005
as a result of the required adoption of SFAS No. 123R by July 1, 2005. In
addition, the press release announced that the Company has repurchased an
aggregate of 635,000 shares of its Common Stock in open market transactions
under the Company's Board-approved stock repurchase program during the current
quarter for a total cost of approximately $6.5 million. 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

(a)  Financial Statements of Business Acquired and (b) Pro Forma Financial
     Information

     Under Rule 3-05 and Article 11 of Regulation S-X of the Securities and
     Exchange Commission (the "SEC"), no financial statements are required to be
     filed with respect to the Acquisition reported in Item 2.01 of this Current
     Report on Form 8-K.

(c)  Exhibits

     Exhibit No.    Description
     -----------    ------------------------------------------------------------

        2.1         Asset Purchase Agreement dated February 16, 2005 by and
                    among Clarinet, Inc., Premiere Global Services, Inc.,
                    American Teleconferencing Services, Ltd., Conference-Call
                    USA, LLC and Citizens Communications Company. (incorporated
                    by reference from Exhibit 2.7 of the Company's Annual Report
                    on Form 10-K for the year ended December 31, 2004, as filed
                    with the SEC on March 15, 2005).

       99.1         Press Release of Premiere Global Services, Inc. dated March
                    15, 2005.




                                    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: March 15, 2005                              By: /s/ Michael E. Havener
                                                      --------------------------
                                                      Michael E. Havener
                                                      Chief Financial Officer




                                INDEX TO EXHIBITS
                                -----------------

     Exhibit No.    Description
     -----------    ------------------------------------------------------------

        2.1         Asset Purchase Agreement dated February 16, 2005 by and
                    among Clarinet, Inc., Premiere Global Services, Inc.,
                    American Teleconferencing Services, Ltd., Conference-Call
                    USA, LLC and Citizens Communications Company. (incorporated
                    by reference to Exhibit 2.7 of the Company's Annual Report
                    on Form 10-K for the year ended December 31, 2004 and filed
                    with the SEC on March 15, 2005).

       99.1         Press Release of Premiere Global Services, Inc. dated March
                    15, 2005.

EX-99.1

                                                                    Exhibit 99.1

Premiere Global Services Completes Acquisition of Citizens Conferencing and
Raises Financial Outlook; Company Repurchases Additional 635,000 Shares

     ATLANTA--(BUSINESS WIRE)--March 15, 2005--Premiere Global Services, Inc.
(NYSE: PGI), a global outsource provider of business communications services and
business process solutions, today announced it has completed the acquisition of
the conferencing services division of Citizens Communications Company (NYSE:
CZN). Total consideration for the purchase was $41 million, net of working
capital acquired, and was funded with the Company's bank credit facility.
     The Company anticipates the acquisition will be accretive to revenues and
earnings and has raised its 2005 financial outlook. The Company now anticipates
revenues for the year will be in the range of $500 to $520 million and diluted
EPS will be in the range of $0.69 to $0.72, not including the impact of the new
accounting standard requiring the expensing of stock options that becomes
effective July 1, 2005. The Company is currently assessing the effect of this
new accounting standard and anticipates it will negatively impact diluted EPS by
$0.03 or less in 2005.
     In other news, the Company announced it has repurchased 635,000 shares of
its common stock in the open market during the current quarter, at a total cost
of approximately $6.5 million. The Company has approximately 3.8 million shares
remaining authorized under its current Board-approved share repurchase plan.

     About Premiere Global Services, Inc.

     Premiere Global Services, Inc. (formerly Ptek Holdings, Inc.) provides
business communications services and business process solutions that enable
enterprise customers to automate and simplify components of their critical
business processes and to communicate more effectively with their constituents.
     We offer data management and delivery solutions and conferencing and
collaboration services on an outsource-basis, hosted on our global proprietary
platforms. Customers apply our communication technologies-based solutions to a
number of business processes, such as receivables collections, continuing
education, alerts and notifications, investor calls, statement and invoice
delivery, international collaboration, document automation, and others, in order
to increase efficiency, to improve productivity and to raise customer
satisfaction levels.
     With 2,230 employees in 19 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. 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: competitive pressures,
including pricing pressures; technological change; the development of
alternatives to our services; market acceptance of our new services and
enhancements; integration of acquired companies; service interruptions;
increased financial leverage; our dependence on our subsidiaries for cash flow;
possible adverse results of pending or future litigation or infringement claims;
legislative or regulatory changes; general domestic and international economic,
business or political conditions; 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, 2004. 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