8-K

UNITED STATES

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): June 14, 2004

PTEK HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Georgia	000-27778	59-3074176
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3399 Peachtree Rd., NE, Suite 700, Atlanta, GA 30326

(Addresses of Principal Executive Offices, including Zip Code)

(404) 262-8400

(Registrant’s Telephone Number, including Area Code)

Item 5. Other Events and Required FD Disclosure

On June 14, 2004, PTEK Holdings, Inc. (“PTEK” or the “Company”) issued a press release announcing that all outstanding $85 million principal amount of its 5.0% Convertible Subordinated Notes due August 2008 (the “Notes”) have converted into approximately 12.7 million shares of Company common stock, all of which are currently included in the Company’s diluted shares outstanding. PTEK will use cash and funds available under its credit facility to pay converting noteholders accrued interest of approximately $1.4 million and an aggregate “make-whole” payment of approximately $16.3 million (representing the net present value of future interest payments). PTEK anticipates taking a pre-tax charge of approximately $16.3 million during the second quarter related to the make-whole payment.

Item 7. Financial Statements and Exhibits

(c) Exhibits

The following exhibit is filed herewith as part of this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press Release, dated June 14, 2004, announcing conversion of entire $85 million 2008 Convertible Notes

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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.

PTEK HOLDINGS, INC.

/s/ L. Scott Askins

L. Scott Askins

Senior Vice President – Legal,

General Counsel and Secretary

Date: June 14, 2004

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated June 14, 2004, announcing conversion of entire $85 million 2008 Convertible Notes

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EX-99.1

EXHIBIT 99.1

Contact:

Investor Calls

Sean O’Brien

Director of Investor Relations

Ptek Holdings, Inc.

(404) 262-8462

PTEK ANNOUNCES CONVERSION OF ENTIRE $85 MILLION OF

2008 CONVERTIBLE NOTES

ATLANTA, June 14, 2004 – Ptek Holdings, Inc. (NASDAQ: PTEK; www.ptek.com), a leading provider of innovative business, data and group communications services, today announced that all outstanding 5.0% Convertible Subordinated Notes due August 2008 have converted into approximately 12.7 million shares of common stock, all of which are currently included in the Company’s diluted shares outstanding. As previously announced, Ptek will use cash and funds available under its credit facility to pay today converting noteholders accrued interest of approximately $1.4 million and an aggregate “make-whole” payment of approximately $16.3 million (representing the net present value of future interest payments).

About Ptek Holdings, Inc.

Ptek Holdings, Inc. is a leading provider of innovative business, data and group communications services for global enterprises. Companies use our audio and data conferencing solutions to conduct group meetings and presentations over the phone or Web. We also enable our customers to process and deliver large quantities of individualized, business critical information, such as electronic statements and invoices, financial transaction and travel confirmations, and drug prescriptions, via our global ASP platform. Ptek serves companies in nearly every business sector, including healthcare, technology, publishing, financial services, travel and hospitality. Our services are marketed under the Premiere Conferencing and Xpedite^® brand names.

Ptek Holdings’ corporate headquarters is located at 3399 Peachtree Road NE, Suite 700, Atlanta, GA 30326. Additional information can be found at www.ptek.com.

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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 Ptek’s forward-looking statements, including the following factors: our ability to respond to rapid technological change, the development of alternatives to our products and services and the risk of obsolescence of our products, services and technology; market acceptance of new products and services; our ability to manage our growth; costs or difficulties related to the integration of businesses and technologies, if any, acquired or that may be acquired by us may be greater than expected; expected cost savings from past or future mergers and acquisitions may not be fully realized or realized within the expected time frame; revenues following past or future mergers and acquisitions may be lower than expected; operating costs or customer loss and business disruption following past or future mergers and acquisitions may be greater than expected; the success of our strategic relationships, including the amount of business generated and the viability of the strategic partners, may not meet expectations; possible adverse results of pending or future litigation or adverse results of current or future infringements claims; our services may be interrupted due to failure of the platforms and network infrastructure utilized in providing our services; competitive pressures among communications services providers, including pricing pressures, may increase significantly, particularly after the emergence of MCI and Global Crossing from protection under Chapter 11 of the United States Bankruptcy Code; domestic and international terrorist activity, war and political instability may adversely affect the level of services utilized by our customers and the ability of those customers to pay for services utilized; risks associated with expansion of our international operations; general economic or business conditions, internationally, nationally or in the local jurisdiction in which we are doing business, may be less favorable than expected; legislative or regulatory changes, such as the recent Federal Communications Commission’s revisions to the rules interpreting the Telephone Consumer Protection Act of 1991, may adversely affect the businesses in which we are engaged; changes in the securities markets may negatively impact us; increased leverage in the future may harm our financial condition and results of operations; our dependence on our subsidiaries for cash flow may negatively affect our business and our ability to pay amounts due under our indebtedness; and other factors described from time to time in our press releases, reports and other filings with the SEC. These and other factors may cause our actual results to differ materially from any of our forward-looking statements. All forward-looking statements attributable to us or a person acting on our behalf are expressly qualified in their entirety by this cautionary statement.