PREMIERE GLOBAL SERVICES, INC.

Transcription

1 PREMIERE GLOBAL SERVICES, INC. FORM 8-K (Unscheduled Material Events) Filed 4/28/2005 For Period Ending 4/22/2005 Address 3399 PEACHTREE RD NE THE LENOX BUILDING, SUITE 700 ATLANTA, Georgia Telephone CIK Industry Communications Services Sector Services Fiscal Year 12/31

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) April 22, 2005 PREMIERE GLOBAL SERVICES, INC. (Exact Name of Registrant as Specified in Its Charter) GEORGIA (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 3399 Peachtree Road, NE, Suite 700, Atlanta, Georgia (Address of Principal Executive Offices) (Zip Code) (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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item 1.01 Entry into a Material Definitive Agreement Amended Employment Agreements. On April 22, 2005, Premiere Global Services, Inc. (the Company ) entered into amendments to employment agreements with each of Theodore P. Schrafft, President of the Company s Conferencing & Collaboration group, and T. Lee Provow, President of the Company s Data Communications group. The Company also entered into an amendment to the employment letter with Michael E. Havener, the Company s Chief Financial Officer. Pursuant to these amendments, each of Messrs. Schrafft, Provow and Havener will be entitled to earn bonuses based upon performance criteria and targets established from year to year by the Compensation Committee of the Company s Board of Directors. The target bonus for each of Messrs. Schrafft and Provow for each calendar year will be equal to one hundred percent (100%) of their respective annual base salaries for such year, with 80% of the target bonus allocated to achievement of quarterly targets (i.e., 20% per quarter) and 20% allocated to achievement of annual targets. The target bonus for Mr. Havener will be equal to fifty percent (50%) of his annual base salary for such year, subject to a sliding scale, with 80% of the target bonus allocated to achievement of cumulative quarterly targets (i.e., 20% per quarter) and 20% allocated to achievement of annual targets Incentive Bonus Criteria. On April 22, 2005, the Compensation Committee of the Company s Board of Directors also approved the performance criteria for annual and quarterly incentive bonus awards for 2005 to the Company s named executive officers. One-third of the value of such awards issued to Boland T. Jones, Chief Executive Officer of the Company, Jeffrey A. Allred, President and Chief Operating Officer of the Company, and Mr. Havener will be determined with respect to the Company s consolidated revenues, and two-thirds of such value will be determined with respect to the Company s adjusted EBITDA (determined as operating income, as reported, before depreciation, amortization, restructuring costs, asset impairments, equity based compensation and net legal settlements and related expenses) ( Adjusted EBITDA ). Messrs. Jones and Allred may earn between 70% and 150% of their target cash and stock bonus awards applicable to each performance criteria based upon the sliding scale provided in their respective amended and restated employment agreements, as filed with the Securities and Exchange Commission on April 20, Mr. Havener may earn between 70% and 100% of his target cash bonus awards applicable to each performance criteria based upon the sliding scale provided in his employment letter, as amended. One-third of the value of the quarterly and annual incentive bonus awards to each of Messrs. Schrafft and Provow will be determined with respect to each of the global Adjusted EBITDA and global revenues of the Company s Conferencing & Collaboration segment and Data Communications segment, respectively, and one-third will be determined with respect to certain other cost savings criteria. Because Messrs. Schrafft s and Provow s performance goals are not subject to a sliding scale, they may earn either 100% or 0% of their target cash bonus awards applicable to each performance criteria. In addition, the Compensation Committee authorized an additional annual 2005 target incentive bonus to each of Messrs. Schrafft and Provow equal to 33% of their respective base salaries for The payment of such incentive bonuses is conditioned upon the achievement

4 of certain performance goals relating to the global Adjusted EBITDA of the Company s Conferencing & Collaboration segment and the global revenues of the Company s Data Communications segment, respectively, and certain other cost savings criteria. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description 10.1 Second Amendment to Employment Agreement between Xpedite Systems, Inc. and T. Lee Provow, effective April 22, Third Amendment to Employment Agreement between Theodore P. Schrafft and American Teleconferencing Services, Ltd., effective April 22, Second Amendment to Employment Letter between Michael E. Havener and the Registrant, effective April 22,

5 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: April 28, 2005 By: /s/ L. Scott Askins L. Scott Askins Senior Vice President Legal, General Counsel and Secretary - 4 -

6 EXHIBIT INDEX Exhibit No. Description 10.1 Second Amendment to Employment Agreement between Xpedite Systems, Inc. and T. Lee Provow, effective April 22, Third Amendment to Employment Agreement between Theodore P. Schrafft and American Teleconferencing Services, Ltd., effective April 22, Second Amendment to Employment Letter between Michael E. Havener and the Registrant, effective April 22, Exhibit 10.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT is made and entered into as of April 22, 2005 by and between XPEDITE SYSTEMS, INC., a Delaware corporation (the Company ), and T. LEE PROVOW (the Employee ). W I T N E S S E T H: WHEREAS, the Company and the Employee entered into an Employment Agreement as of August 1, 2003, which was amended by a First Amendment to Employment Agreement as of August 1, 2004 (as so amended, the Original Agreement ); and WHEREAS, the Company and the Employee desire to amend the Original Agreement as set forth herein; and WHEREAS, capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement; NOW, THEREFORE, in consideration of and reliance upon the foregoing and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Employee hereby amend the Original Agreement as follows: 1. All references to PTEK Holdings, Inc. ( PTEK ) shall be deemed references to Premiere Global Services, Inc. ( PGI ). 2. Section 2.2 is amended by deleting it in its entirety and replacing it with the following: Section 2.2. Bonus Compensation. In addition to his base salary, the Employee will be entitled to earn an annual bonus for each calendar year during the term of this Agreement in an amount to be determined based upon performance criteria and targets established from year to year by the Compensation Committee. The Employee s target bonus for each calendar year will be equal to one hundred percent (100%) of his annual base salary for such year, with 80% of the target bonus allocated to achievement of quarterly targets (i.e., 20% per quarter) and 20% allocated to achievement of annual targets. The timing of determination and the date of payment of the bonus would be consistent with the payment dates for the other senior officers of PGI or the Company. 3. Except as otherwise provided herein, the terms and conditions of the Original Agreement shall remain in full force and effect.

7 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment on the date hereof. XPEDITE SYSTEMS, INC. By: /s/ L. Scott Askins SVP Legal Its: EMPLOYEE /s/ T. Lee Provow T. Lee Provow 2 Exhibit 10.2 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT THIS THIRD AMENDMENT is made and entered into as of April 22, 2005 by and between AMERICAN TELECONFERENCING SERVICES, LTD., a Missouri corporation (the Company ), and THEODORE P. SCHRAFFT (the Employee ). W I T N E S S E T H: WHEREAS, the Company and the Employee entered into an Employment Agreement as of January 1, 2000, which was amended by a First Amendment to Employment Agreement as of January 1, 2001 and a Second Amendment to Employment Agreement as of May 30, 2003 (as so amended, the Original Agreement ); and WHEREAS, the Company and the Employee desire to further amend the Original Agreement as set forth herein to codify in writing certain changes made to the Original Agreement to conform it in certain respects to the Employment Agreement as of August 1, 2003, by and between Xpedite Systems, Inc. (an affiliate of the Company) and T. Lee Provow and to reflect the recent name change of the parent of the Company; and WHEREAS, capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement; NOW, THEREFORE, in consideration of and reliance upon the foregoing and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Employee hereby amend the Original Agreement as follows: 1. All references to Premiere Technologies, Inc. ( Premiere ) shall be deemed references to Premiere Global Services, Inc. ( PGI ). 2. Section 2.1 of the Original Agreement is amended to increase the Employee s annual base salary to $350,000, effective as of August 1, Section 2.2 of the Original Agreement is amended to increase the Employee s annual target bonus to 100%, effective as of January 1, 2004, and Section 2.2 is amended as of the date of this Third Amendment by deleting it in its entirety and replacing it with the following: Section 2.2. Bonus Compensation. In addition to his base salary, the Employee will be entitled to earn an annual bonus for each calendar year during the term of this Agreement in an amount to be determined based upon performance criteria and targets established from year to year by the Compensation Committee. The Employee s target bonus for each calendar year will be equal to one hundred percent (100%) of his annual base salary for such year, with 80% of the target bonus allocated to achievement of quarterly targets (i.e., 20% per quarter) and 20% allocated to achievement of annual targets. The timing of determination and the date of payment of the bonus would be consistent with the payment dates for the other senior officers of PGI or the Company. 4. Except as otherwise provided herein, the terms and conditions of the Original Agreement shall remain in full force and effect.

8 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment on the date hereof. AMERICAN TELECONFERENCING SERVICES, LTD. By: /s/ L. Scott Askins SVP Legal Its: EMPLOYEE /s/ Theodore P. Schrafft Theodore P. Schrafft 2 Exhibit 10.3 [PGI LETTERHEAD] April 22, 2005 Michael E. Havener 1474 Hedgewood Lane Kennesaw, GA Dear Mike: This letter amends your employment letter with Premiere Global Services, Inc. (f/k/a PTEK Holdings, Inc.) (the Company ) dated September 27, 2004, and signed by you on September 30, Paragraph 3 of your letter is hereby amended and restated as follows 3. Bonus Compensation. You will be entitled to earn an annual incentive bonus for each calendar year during your employment as CFO of the Company in the amounts determined below based upon performance criteria and targets established from year to year by the Compensation Committee. Your target bonus for each calendar year will be equal to 50% of your annual base salary for such year, subject to a sliding scale adjustment described below, with 80% of the target bonus allocated to achievement of cumulative quarterly targets (i.e., 20% per quarter) and 20% allocated to achievement of annual targets. You will be entitled to a portion or full payment of the bonus applicable to each target metric based on a percentage achievement of the target metrics as follows: Percentage of Target Percentage of Bonus Earned for each Target Metric 90%-94.99% 70 % 95%-99% 85 % 100% 100 % The timing of determination and the date of payment of the bonus would be consistent with the payment dates for the other senior officers of the Company.

9 Sincerely, Except as otherwise provided herein, the terms and conditions of your employment letter shall remain in full force and effect. L. Scott Askins SVP Legal and General Counsel ACKNOWLEDGED AND AGREED TO BY: /s/ Michael E. Havener Signature: Michael E. Havener Date: 4/28/05 End of Filing 2005 EDGAR Online, Inc.