SC TO-I

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

Premiere Global Services, Inc.
(Name of Subject Company (Issuer))
Premiere Global Services, Inc.
(Name of Filing Person (Offeror))

Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)

740585104
(CUSIP Number of Class of Securities)

Scott Askins Leonard, Esq.
Senior Vice President – Legal, General Counsel and Secretary
3280 Peachtree Road NE
The Terminus Building, Suite 1000
Atlanta, Georgia 30305
(404) 262-8400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:
David E. Brown, Jr., Esq.
Carol M. McGee, Esq.
Alston & Bird LLP
The Atlantic Building
950 F Street N.W.
Washington, D.C. 20004
(202) 756-3300

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$50,000,000	$3,565

*      Calculated solely for purposes of determining the amount of the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction Valuation was calculated assuming that 6,451,613 outstanding shares of common stock, par value $.01 per share, are being purchased at the maximum possible tender offer price of $7.75 per share.

**	The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, equals $71.30 per million of the value of the transaction.
¨	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid: N/A	Filing Party: N/A
	Form or Registration No.: N/A	Date Filed: N/A
¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨	third-party tender offer subject to Rule 14d-1.
x	issuer tender offer subject to Rule 13e-4.
¨	going-private transaction subject to Rule 13e-3.
¨	amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

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     This Tender Offer Statement on Schedule TO relates to the tender offer by Premiere Global Services, Inc., a Georgia corporation (“PGi” or the “Company”), to purchase for cash shares of its common stock, par value $.01 per share (the “Shares”) (or such lesser or greater amount as PGi may elect to purchase, subject to applicable law), at a purchase price determined pursuant to tenders at prices specified by the tendering shareholders of not greater than $7.75 nor less than $6.75 per Share, that will enable PGi to purchase the maximum number of tendered Shares having an aggregate purchase price not exceeding $50,000,000, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 26, 2010 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the accompanying Letter of Transmittal (the “Letter of Transmittal”), a copy of which is filed herewith as Exhibit (a)(1)(B), which together, as each may be amended or supplemented from time to time, constitute the “Tender Offer.” This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.

Item 1. Term Sheet.

     The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

     (a) Name and Address. The name of the subject company is Premiere Global Services, Inc. The principal executive office of Premiere Global is located at 3280 Peachtree Road, NE, The Terminus Building, Suite 1000, Atlanta, Georgia 30305 and its telephone number is (404) 262-8400. The information set forth in Section 9 (“Certain Information Concerning PGi”) of the Offer to Purchase is incorporated herein by reference.

     (b) Securities. The information set forth in the “Introduction” to the Offer to Purchase is incorporated herein by reference.

     (c) Trading Market and Price. The information set forth in Section 7 of the Offer to Purchase (“Price Range of Shares; Dividends”) is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

     Premiere Global Services, Inc. is the filing person. PGi’s address and telephone number are set forth in Item 2 above. The information set forth in Section 10 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

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Item 4. Terms of the Transaction.

     (a) Material Terms. The material terms of the transaction are described in the following sections of the Offer to Purchase, which are incorporated herein by reference:

o      Summary Term Sheet;

o      Introduction;

o      Section 1 (“Number of Shares; Purchase Price; Proration”);

o      Section 2 (“Purpose of the Tender Offer”);

o      Section 3 (“Procedures for Tendering Shares”);

o      Section 4 (“Withdrawal Rights”);

o      Section 5 (“Purchase of Shares and Payment of Purchase Price”);

o      Section 6 (“Conditions of the Tender Offer”);

o      Section 8 (“Source and Amount of Funds”);

o      Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”);

o      Section 13 (“Certain Material U.S. Federal Income Tax Consequences”);

o      Section 14 (“Extension of the Tender Offer; Termination; Amendment”);

o      Section 15 (“Fees and Expenses”); and

o      Section 15 (“Miscellaneous”).

     (b) Purchases. Details regarding purchases from an executive officer of PGi are set forth in the Introduction to the Offer to Purchase and in Section 10 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) and are incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     Information regarding agreements involving PGi’s securities is set forth in Section 10 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) and is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

     (a); (b); (c) Purposes; Use of Securities Acquired; Plans. Information regarding the purposes of the transaction, use of securities acquired and plans or proposals is set forth in the following sections of the Offer to Purchase and is incorporated herein by reference.

o      Summary Term Sheet;

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o      Section 2 (“Purpose of the Tender Offer”);

o      Section 8 (“Source and Amount of Funds”); and

o      Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”).

Item 7. Source and Amount of Funds or Other Consideration.

     (a); (b); (d) Source of Funds; Conditions; Borrowed Funds. Information regarding the source of funds, financing, and borrowed consideration is set forth in Section 8 of the Offer to Purchase (“Source and Amount of Funds”) and is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

     (a); (b) Securities Ownership; Securities Transactions. The information set forth in Section 10 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

     The information set forth under “Summary Term Sheet” and in Section 15 of the Offer to Purchase (“Fees and Expenses”) is incorporated herein by reference.

Item 10. Financial Statements.

     Not applicable.

Item 11. Additional Information.

     The Company will amend the Schedule TO to include documents that the Company may file with the SEC after the date of the Offer to Purchase pursuant to Section 13(a), 13(c), or 14 of the Exchange Act and prior to the expiration of the Tender Offer to reflect material changes to information incorporated by reference in the Offer to Purchase to the extent required by Rule 13e-4(d)(2) of the Exchange Act.

     (a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in Section 9 of the Offer to Purchase (“Certain Information Regarding PGi”), Section 10 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) and Section 12 of the Offer to Purchase (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

     (b) Other Material Information. The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are filed herewith as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.

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Item 12. Exhibits.

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated October 26, 2010.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated October 26, 2010.
(a)(1)(E)	Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated October 26, 2010.
(a)(1)(F)	Letter to Premiere Global Services, Inc. 401(k) Plan Participants, dated October 26, 2010.
(a)(1)(G)	Direction Form for Participants in the Premiere Global Services, Inc. 401(k) Plan.
(a)(1)(H)	Instructions for Tender through Conditional Exercise of Options.
(a)(1)(I)	Option Election Form.
(a)(5)(A)	Press Release dated October 26, 2010, announcing the Tender Offer.
(b)(1)(A)	Credit Agreement, dated May 10, 2010, among American Teleconferencing Services, Ltd., as Borrower, the Registrant and Certain Subsidiaries and Affiliates of the Borrower, as Guarantors, the Lenders Party hereto, Bank of America, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A. and RBS Citizens, National Association, as Co- Syndication Agents, and Wells Fargo Bank, National Association, as Documentation Agent (incorporated by reference to Exhibit 10.8 to PGi’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and filed on May 10, 2010).
(b)(1)(B)	Amendment No. 1 to that certain Credit Agreement, dated May 10, 2010, among American Teleconferencing Services, Ltd., as Borrower, Premiere Global Services, Inc. and Certain Subsidiaries and Affiliates of the Borrower, as Guarantors, the Lenders Party hereto, Bank of America, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A. and RBS Citizens, National Association, as Co-Syndication Agents, and Wells Fargo Bank, National Association, as Documentation Agent (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated October 20, 2010 and filed on October 21, 2010).
(d)(1)(A)	Amended and Restated 1998 Stock Plan of PGi (incorporated by reference to Exhibit 10.1 to PGi's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 and filed on August 16, 1999).
(d)(1)(B)	Amendment No. 1 to the Amended and Restated 1998 Stock Plan of PGi (incorporated by reference to Exhibit 10.45 to PGi’s Annual Report on Form 10-K for the year ended December 31, 1999 and filed on March 30, 2000).
(d)(2)	Intellivoice Communications, Inc. 1995 Incentive Stock Plan (assumed by PGi) (incorporated by reference to Exhibit 10.52 to PGi’s Annual Report on

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	Form 10-K for the year ended December 31, 1999 and filed on March 30, 2000).
(d)(3)(A)	1995 Stock Plan of PGi (incorporated by reference to Appendix C to PGi’s Definitive Proxy Statement distributed in connection with PGi’s June 5, 2002 Annual Meeting of Shareholders, filed on April 30, 2002).
(d)(3)(B)	Form of Restricted Stock Award Agreement under PGi’s 1995 Stock Plan (incorporated by reference to Exhibit 10.7 to PGi’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and filed on May 6, 2005).
(d)(4)(A)	Amended and Restated 2000 Directors Stock Plan of PGi (incorporated herein by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 18, 2008).
(d)(4)(B)	Amendment to Amended and Restated 2000 Directors Stock Plan of Premiere Global Services, Inc. (incorporated herein by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 23, 2010).
(d)(4)(C)	Form of Restriction Agreement for non-employee directors under the Amended and Restated 2000 Directors Stock Plan (incorporated by reference to Exhibit 10.10 to PGi’s Form 10-Q/A for the quarter ended June 30, 2008 and filed on October 14, 2008).
(d)(5)(A)	Amended and Restated 2004 Long-Term Incentive Plan of PGi (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 18, 2008).
(d)(5)(B)	Amendment to the Amended and Restated 2004 Long-Term Incentive Plan of Premiere Global Services, Inc. (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 23, 2010).
(d)(5)(C)	Form of NonStatutory Stock Option Agreement under PGi’s 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to PGi’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and filed on May 6, 2005).
(d)(5)(D)	Form of Restricted Stock Agreement under PGi’s Amended and Restated 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 to PGi’s Form 10-Q/A for the quarter ended June 30, 2008 and filed on October 14, 2008).
(d)(6)(A)	Summary of PGi’s Non-Employee Director Compensation (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated and filed on December 22, 2005).
(d)(6)(B)	Revised Summary of the Equity Compensation Component to PGi’s Non-Employee Director Compensation (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated and filed on July 26, 2006).
(d)(7)(A)	Fourth Amended and Restated Executive Employment Agreement between Boland T. Jones and PGi, effective January 1, 2005 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated and filed on April 20, 2005).

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(d)(7)(B)	First Amendment to Fourth Amended and Restated Executive Employment Agreement between Boland T. Jones and PGi, dated September 15, 2006 (incorporated by reference to Exhibit 10.3 to PGi’s Current Report on Form 8-K dated and filed on September 19, 2006).
(d)(7)(C)	Second Amendment to Fourth Amended and Restated Executive Employment Agreement between Boland T. Jones and PGi dated December 21, 2007 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated December 20, 2007 and filed on December 21, 2007).
(d)(7)(D)	Third Amendment to Fourth Amended and Restated Executive Employment Agreement between Boland T. Jones and PGi dated December 23, 2008 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated and filed December 23, 2008).
(d)(7)(E)	Fourth Amendment to Fourth Amended and Restated Executive Employment Agreement between Boland T. Jones and Premiere Global Services, Inc. dated January 1, 2010 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated January 13, 2010 and filed January 15, 2010).
(d)(8)	Form of Restricted Stock Agreement to be issued to Boland T. Jones as Stock Bonuses pursuant to the terms of his Fourth Amended and Restated Executive Employment Agreement with PGi (incorporated by reference to Exhibit 10.11 to PGi’s Form 10-Q/A for the quarter ended June 30, 2008 and filed on October 14, 2008).
(d)(9)	Restricted Stock Agreement between Boland T. Jones and PGi, effective January 13, 2010, under PGi’s Amended and Restated 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to PGi’s Current Report on Form 8-K dated January 13, 2010 and filed January 15, 2010).
(d)(10)	Restricted Stock Agreement between Boland T. Jones and PGi, effective January 13, 2010, under PGi’s Amended and Restated 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to PGi’s Current Report on Form 8-K dated January 13, 2010 and filed January 15, 2010).
(d)(11)	Promissory Note, dated October 31, 2000, payable to PGi by Boland T. Jones (incorporated by reference to Exhibit 10.75 to Amendment No. 1 to PGi’s Annual Report on Form 10-K/A for the year ended December 31, 2002 and filed on December 23, 2003).
(d)(12)	Promissory Note, dated April 17, 2001, payable to PGi by Boland T. Jones (incorporated by reference to Exhibit 10.81 to Amendment No. 1 to PGi’s Annual Report on Form 10-K/A for the year ended December 31, 2002 and filed on December 23, 2003).
(d)(13)	Agreement for Assignment of Stock Options, dated February 5, 1999, by and among Boland T. Jones, Seven Gables Management Company, LLC, Seven Gables Partnership, L.P. and PGi (incorporated by reference to Exhibit 10.74 to Amendment No. 1 to PGi’s Annual Report on Form 10-K/A for the year ended December 31, 2002 and filed on December 23, 2003).
(d)(14)	Stock Pledge Agreement, dated October 31, 2000, by and between Seven Gables Partnership, L.P. and PGi (incorporated by reference to Exhibit 10.76

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	to Amendment No. 1 to PGi’s Annual Report on Form 10-K/A for the year ended December 31, 2002 and filed on December 23, 2003).
(d)(15)(A)	Amended and Restated Employment Agreement between Theodore P. Schrafft and PGi, dated September 15, 2006 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated and filed September 19, 2006).
(d)(15)(B)	First Amendment to Amended and Restated Employment Agreement between Theodore P. Schrafft and PGi dated December 21, 2007 (incorporated by reference to Exhibit 10.2 to PGi’s Current Report on Form 8-K dated December 20, 2007 and filed on December 21, 2007).
(d)(15)(C)	Second Amendment to Amended and Restated Employment Agreement between Theodore P. Schrafft and PGi dated January 23, 2008 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated January 22, 2007 and filed on January 25, 2008).
(d)(15)(D)	Third Amendment to Amended and Restated Employment Agreement between Theodore P. Schrafft and PGi dated December 23, 2008 (incorporated by reference to Exhibit 10.2 to PGi’s Current Report on Form 8-K dated and filed December 23, 2008).
(d)(15)(E)	Fourth Amendment to Amended and Restated Employment Agreement between Theodore P. Schrafft and PGi dated January 13, 2010 (incorporated by reference to Exhibit 10.2 to PGi’s Current Report on Form 8-K dated January 13, 2010 and filed January 15, 2010).
(d)(16)	Restricted Stock Agreement between Theodore P. Schrafft and PGi dated July 29, 2010 under PGi’s Amended and Restated 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to PGi’s to PGi’s Current Report on Form 8-K dated July 29, 2010 and filed on July 30, 2010).
(d)(17)	Restricted Stock Agreement between Theodore P. Schrafft and PGi dated July 29, 2010 under PGi’s Amended and Restated 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to PGi’s to PGi’s Current Report on Form 8-K dated July 29, 2010 and filed on July 30, 2010).
(d)(18)(A)	Amended and Restated Employment Agreement between David M. Guthrie and PGi dated May 19, 2008 and effective as of June 30, 2008 (incorporated by reference to Exhibit 10.2 to PGi’s Current Report on Form 8-K dated May 16, 2008 and filed on May 19, 2008).
(d)(18)(B)	First Amendment to Amended and Restated Employment Agreement between David M. Guthrie and PGi dated December 23, 2008 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated and filed December 23, 2008).
(d)(18)(C)	Second Amendment to Amended and Restated Employment Agreement between David M. Guthrie and PGi dated January 13, 2010 (incorporated by reference to Exhibit 10.4 to PGi’s Current Report on Form 8-K dated and filed on January 13, 2010).
(d)(19)(A)	Employment Agreement between David E. Trine and PGi, dated February 19, 2008 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated and filed February 19, 2009).

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(d)(19)(B)	First Amendment to Employment Agreement between David E. Trine and PGi, dated January 13, 2010 (incorporated by reference to Exhibit 10.3 to PGi’s Current Report on Form 8-K dated January 13, 2010 and filed January 15, 2010).
(d)(20)	Restricted Stock Agreement between David E. Trine and PGi, dated March 31, 2009, under PGi’s Amended and Restated 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated March 31, 2009 and filed April 1, 2009).
(d)(21)(A)	Wells Fargo Defined Contribution Prototype Plan and Trust Agreement, 401(K) Plan and Participation Agreement (1.23(D)) of PGi, effective January 1, 2009 (incorporated by reference to Exhibit 10.87 to PGi’s Annual Report on Form 10-K for the year ended December 31, 2008 and filed on March 2, 2009).
(d)(21)(B)	Amendatory Agreement #1 to the Premiere Global Services, Inc. 401(k) Plan, dated May 26, 2009 (incorporated by reference to Exhibit 10.1 to PGi’s Quarterly Report on Form 10-K for the quarter ended June 30, 2010 and filed on August 9, 2010).
(d)(21)(C)	Amendment to Premiere Global Services, Inc. 401(k) plan, dated June 16, 2009 (incorporated by reference to Exhibit 10.2 to PGi’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 and filed on August 9, 2010).
(d)(21)(D)	Amendment to Premiere Global Services, Inc. 401(k) plan, dated September 29, 2009 (incorporated by reference to Exhibit 10.3 to PGi’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 and filed on August 9, 2010).
(d)(21)(E)	Amendatory Agreement #3 to the Premiere Global Services, Inc. 401(k) Plan, dated February 16, 2010 (incorporated by reference to Exhibit 10.4 to PGi’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 and filed on August 9, 2010).
(g)	Not applicable.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3.

     Not applicable.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PREMIERE GLOBAL SERVICES, INC.
By:	/s/ Scott Askins Leonard
Name:	Scott Askins Leonard
Title:	Senior Vice President – Legal,
	General Counsel and Secretary

Dated: October 26, 2010

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EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated October 26, 2010.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated October 26, 2010.
(a)(1)(E)	Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated October 26, 2010.
(a)(1)(F)	Letter to Premiere Global Services, Inc. 401(k) Plan Participants, dated October 26, 2010.
(a)(1)(G)	Direction Form for Participants in the Premiere Global Services, Inc. 401(k) Plan.
(a)(1)(H)	Instructions for Tender through Conditional Exercise of Options.
(a)(1)(I)	Option Election Form.
(a)(5)(A)	Press Release dated October 26, 2010, announcing the Tender Offer.
(b)(1)(A)	Credit Agreement, dated May 10, 2010, among American Teleconferencing Services, Ltd., as Borrower, the Registrant and Certain Subsidiaries and Affiliates of the Borrower, as Guarantors, the Lenders Party hereto, Bank of America, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A. and RBS Citizens, National Association, as Co- Syndication Agents, and Wells Fargo Bank, National Association, as Documentation Agent (incorporated by reference to Exhibit 10.8 to PGi’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and filed on May 10, 2010).
(b)(1)(B)	Amendment No. 1 to that certain Credit Agreement, dated May 10, 2010, among American Teleconferencing Services, Ltd., as Borrower, Premiere Global Services, Inc. and Certain Subsidiaries and Affiliates of the Borrower, as Guarantors, the Lenders Party hereto, Bank of America, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A. and RBS Citizens, National Association, as Co-Syndication Agents, and Wells Fargo Bank, National Association, as Documentation Agent (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated October 20, 2010 and filed on October 21, 2010).
(d)(1)(A)	Amended and Restated 1998 Stock Plan of PGi (incorporated by reference to Exhibit 10.1 to PGi's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 and filed on August 16, 1999).
(d)(1)(B)	Amendment No. 1 to the Amended and Restated 1998 Stock Plan of PGi (incorporated by reference to Exhibit 10.45 to PGi’s Annual Report on Form 10-K for the year ended December 31, 1999 and filed on March 30, 2000).
(d)(2)	Intellivoice Communications, Inc. 1995 Incentive Stock Plan (assumed by

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	PGi) (incorporated by reference to Exhibit 10.52 to PGi’s Annual Report on Form 10-K for the year ended December 31, 1999 and filed on March 30, 2000).
(d)(3)(A)	1995 Stock Plan of PGi (incorporated by reference to Appendix C to PGi’s Definitive Proxy Statement distributed in connection with PGi’s June 5, 2002 Annual Meeting of Shareholders, filed on April 30, 2002).
(d)(3)(B)	Form of Restricted Stock Award Agreement under PGi’s 1995 Stock Plan (incorporated by reference to Exhibit 10.7 to PGi’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and filed on May 6, 2005).
(d)(4)(A)	Amended and Restated 2000 Directors Stock Plan of PGi (incorporated herein by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 18, 2008).
(d)(4)(B)	Amendment to Amended and Restated 2000 Directors Stock Plan of Premiere Global Services, Inc. (incorporated herein by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 23, 2010).
(d)(4)(C)	Form of Restriction Agreement for non-employee directors under the Amended and Restated 2000 Directors Stock Plan (incorporated by reference to Exhibit 10.10 to PGi’s Form 10-Q/A for the quarter ended June 30, 2008 and filed on October 14, 2008).
(d)(5)(A)	Amended and Restated 2004 Long-Term Incentive Plan of PGi (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 18, 2008).
(d)(5)(B)	Amendment to the Amended and Restated 2004 Long-Term Incentive Plan of Premiere Global Services, Inc. (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 23, 2010).
(d)(5)(C)	Form of NonStatutory Stock Option Agreement under PGi’s 2004 Long- Term Incentive Plan (incorporated by reference to Exhibit 10.4 to PGi’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and filed on May 6, 2005).
(d)(5)(D)	Form of Restricted Stock Agreement under PGi’s Amended and Restated 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 to PGi’s Form 10-Q/A for the quarter ended June 30, 2008 and filed on October 14, 2008).
(d)(6)(A)	Summary of PGi’s Non-Employee Director Compensation (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated and filed on December 22, 2005).
(d)(6)(B)	Revised Summary of the Equity Compensation Component to PGi’s Non-Employee Director Compensation (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated and filed on July 26, 2006).
(d)(7)(A)	Fourth Amended and Restated Executive Employment Agreement between Boland T. Jones and PGi, effective January 1, 2005 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated and filed on April 20, 2005).

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(d)(7)(B)	First Amendment to Fourth Amended and Restated Executive Employment Agreement between Boland T. Jones and PGi, dated September 15, 2006 (incorporated by reference to Exhibit 10.3 to PGi’s Current Report on Form 8-K dated and filed on September 19, 2006).
(d)(7)(C)	Second Amendment to Fourth Amended and Restated Executive Employment Agreement between Boland T. Jones and PGi dated December 21, 2007 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated December 20, 2007 and filed on December 21, 2007).
(d)(7)(D)	Third Amendment to Fourth Amended and Restated Executive Employment Agreement between Boland T. Jones and PGi dated December 23, 2008 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated and filed December 23, 2008).
(d)(7)(E)	Fourth Amendment to Fourth Amended and Restated Executive Employment Agreement between Boland T. Jones and Premiere Global Services, Inc. dated January 1, 2010 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated January 13, 2010 and filed January 15, 2010).
(d)(8)	Form of Restricted Stock Agreement to be issued to Boland T. Jones as Stock Bonuses pursuant to the terms of his Fourth Amended and Restated Executive Employment Agreement with PGi (incorporated by reference to Exhibit 10.11 to PGi’s Form 10-Q/A for the quarter ended June 30, 2008 and filed on October 14, 2008).
(d)(9)	Restricted Stock Agreement between Boland T. Jones and PGi, effective January 13, 2010, under PGi’s Amended and Restated 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to PGi’s Current Report on Form 8-K dated January 13, 2010 and filed January 15, 2010).
(d)(10)	Restricted Stock Agreement between Boland T. Jones and PGi, effective January 13, 2010, under PGi’s Amended and Restated 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to PGi’s Current Report on Form 8-K dated January 13, 2010 and filed January 15, 2010).
(d)(11)	Promissory Note, dated October 31, 2000, payable to PGi by Boland T. Jones (incorporated by reference to Exhibit 10.75 to Amendment No. 1 to PGi’s Annual Report on Form 10-K/A for the year ended December 31, 2002 and filed on December 23, 2003).
(d)(12)	Promissory Note, dated April 17, 2001, payable to PGi by Boland T. Jones (incorporated by reference to Exhibit 10.81 to Amendment No. 1 to PGi’s Annual Report on Form 10-K/A for the year ended December 31, 2002 and filed on December 23, 2003).
(d)(13)	Agreement for Assignment of Stock Options, dated February 5, 1999, by and among Boland T. Jones, Seven Gables Management Company, LLC, Seven Gables Partnership, L.P. and PGi (incorporated by reference to Exhibit 10.74 to Amendment No. 1 to PGi’s Annual Report on Form 10-K/A for the year ended December 31, 2002 and filed on December 23, 2003).
(d)(14)	Stock Pledge Agreement, dated October 31, 2000, by and between Seven Gables Partnership, L.P. and PGi (incorporated by reference to Exhibit 10.76 to Amendment No. 1 to PGi’s Annual Report on Form 10-K/A for the year ended December 31, 2002 and filed on December 23, 2003).

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(d)(15)(A)	Amended and Restated Employment Agreement between Theodore P. Schrafft and PGi, dated September 15, 2006 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated and filed September 19, 2006).
(d)(15)(B)	First Amendment to Amended and Restated Employment Agreement between Theodore P. Schrafft and PGi dated December 21, 2007 (incorporated by reference to Exhibit 10.2 to PGi’s Current Report on Form 8-K dated December 20, 2007 and filed on December 21, 2007).
(d)(15)(C)	Second Amendment to Amended and Restated Employment Agreement between Theodore P. Schrafft and PGi dated January 23, 2008 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated January 22, 2007 and filed on January 25, 2008).
(d)(15)(D)	Third Amendment to Amended and Restated Employment Agreement between Theodore P. Schrafft and PGi dated December 23, 2008 (incorporated by reference to Exhibit 10.2 to PGi’s Current Report on Form 8-K dated and filed December 23, 2008).
(d)(15)(E)	Fourth Amendment to Amended and Restated Employment Agreement between Theodore P. Schrafft and PGi dated January 13, 2010 (incorporated by reference to Exhibit 10.2 to PGi’s Current Report on Form 8-K dated January 13, 2010 and filed January 15, 2010).
(d)(16)	Restricted Stock Agreement between Theodore P. Schrafft and PGi dated July 29, 2010 under PGi’s Amended and Restated 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to PGi’s to PGi’s Current Report on Form 8-K dated July 29, 2010 and filed on July 30, 2010).
(d)(17)	Restricted Stock Agreement between Theodore P. Schrafft and PGi dated July 29, 2010 under PGi’s Amended and Restated 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to PGi’s to PGi’s Current Report on Form 8-K dated July 29, 2010 and filed on July 30, 2010).
(d)(18)(A)	Amended and Restated Employment Agreement between David M. Guthrie and PGi dated May 19, 2008 and effective as of June 30, 2008 (incorporated by reference to Exhibit 10.2 to PGi’s Current Report on Form 8-K dated May 16, 2008 and filed on May 19, 2008).
(d)(18)(B)	First Amendment to Amended and Restated Employment Agreement between David M. Guthrie and PGi dated December 23, 2008 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated and filed December 23, 2008).
(d)(18)(C)	Second Amendment to Amended and Restated Employment Agreement between David M. Guthrie and PGi dated January 13, 2010 (incorporated by reference to Exhibit 10.4 to PGi’s Current Report on Form 8-K dated and filed on January 13, 2010).
(d)(19)(A)	Employment Agreement between David E. Trine and PGi, dated February 19, 2008 (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated and filed February 19, 2009).

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(d)(19)(B)	First Amendment to Employment Agreement between David E. Trine and PGi, dated January 13, 2010 (incorporated by reference to Exhibit 10.3 to PGi’s Current Report on Form 8-K dated January 13, 2010 and filed January 15, 2010).
(d)(20)	Restricted Stock Agreement between David E. Trine and PGi, dated March 31, 2009, under PGi’s Amended and Restated 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to PGi’s Current Report on Form 8-K dated March 31, 2009 and filed April 1, 2009).
(d)(21)(A)	Wells Fargo Defined Contribution Prototype Plan and Trust Agreement, 401(K) Plan and Participation Agreement (1.23(D)) of PGi, effective January 1, 2009 (incorporated by reference to Exhibit 10.87 to PGi’s Annual Report on Form 10-K for the year ended December 31, 2008 and filed on March 2, 2009).
(d)(21)(B)	Amendatory Agreement #1 to the Premiere Global Services, Inc. 401(k) Plan, dated May 26, 2009 (incorporated by reference to Exhibit 10.1 to PGi’s Quarterly Report on Form 10-K for the quarter ended June 30, 2010 and filed on August 9, 2010).
(d)(21)(C)	Amendment to Premiere Global Services, Inc. 401(k) plan, dated June 16, 2009 (incorporated by reference to Exhibit 10.2 to PGi’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 and filed on August 9, 2010).
(d)(21)(D)	Amendment to Premiere Global Services, Inc. 401(k) plan, dated September 29, 2009 (incorporated by reference to Exhibit 10.3 to PGi’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 and filed on August 9, 2010).
(d)(21)(E)	Amendatory Agreement #3 to the Premiere Global Services, Inc. 401(k) Plan, dated February 16, 2010 (incorporated by reference to Exhibit 10.4 to PGi’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 and filed on August 9, 2010).
(g)	Not applicable.
(h)	Not applicable.

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EX-99.(A)(1)(A)

Exhibit 99(a)(1)(A)

PREMIERE GLOBAL SERVICES, INC.

Offer to Purchase
the Maximum Number of Shares at a Purchase Price
Not Greater Than $7.75 Nor Less Than $6.75 Per Share, in Cash,
Having an Aggregate Purchase Price
Not Exceeding $50,000,000

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 3, 2010 UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”).

Premiere Global Services, Inc., a Georgia corporation (“PGi,” the “Company,” “we” or “us”), is offering to purchase for cash up to the maximum number of shares of its common stock, par value $.01 per share (the “Shares”) (or such lesser or greater amount as PGi may elect to purchase, subject to applicable law), pursuant to tenders at prices specified by the tendering shareholders of not greater than $7.75 nor less than $6.75 per Share, upon the terms and subject to the conditions set forth in this offer to purchase (“Offer to Purchase”) and the letter of transmittal (“Letter of Transmittal” which together with the Offer to Purchase, as they may be amended and supplemented from time to time, constitute the “Tender Offer”), that will enable PGi to purchase the maximum number of tendered Shares having an aggregate purchase price not exceeding $50,000,000. The maximum number of Shares we will purchase in the Tender Offer is approximately 7,407,407.

We reserve the right, in our sole discretion, to increase such maximum purchase price of $50,000,000 and associated maximum number of shares we will purchase in the Tender Offer, subject to applicable law. In accordance with the rules of the SEC, we may purchase an additional number of shares not to exceed 2% of the outstanding Shares (approximately 1,208,144 shares as of September 30, 2010) without amending or extending the Tender Offer, which at the maximum per share purchase price would increase the aggregate purchase price to $59,363,116.

The purchase price will be the lowest price per Share of not more than $7.75 nor less than $6.75 per Share (such price per Share, the “Purchase Price”) that will allow us to purchase the maximum number of Shares properly tendered in the Tender Offer and not properly withdrawn having an aggregate purchase price of not more than $50,000,000. Since the Purchase Price will only be determined after the Expiration Time, the number of Shares that will be purchased will not be known until after that time. Based on an aggregate purchase price of $50,000,000, if the Purchase Price is determined to be $6.75 per Share, the minimum Purchase Price under the Tender Offer, the maximum number of Shares that will be purchased under the Tender Offer is approximately 7,407,407 (representing approximately 12% of our outstanding Shares, and approximately 12% of our Shares assuming exercise of all vested but unexercised options, as of September 30, 2010). Assuming that the Tender Offer is fully subscribed and based on an aggregate purchase price of $50,000,000, if the Purchase Price is determined to be $7.75 per Share, the maximum Purchase Price under the Tender Offer, the minimum number of Shares that will be purchased under the Tender Offer is approximately 6,451,613 (representing approximately 11%

of our outstanding Shares, and approximately 11% of the Shares assuming exercise of all vested but unexercised options, as of September 30, 2010). The Tender Offer is not conditioned on any minimum number of Shares being tendered.

PGi will purchase at the Purchase Price all Shares properly tendered at prices equal to or below the Purchase Price and not properly withdrawn, on the terms and subject to the conditions of the Tender Offer, including the proration and “odd lot” priority provisions. PGi will not purchase Shares tendered at prices greater than the Purchase Price or Shares that we do not accept for purchase because of proration provisions (if the aggregate Purchase Price for all Shares that are tendered and not properly withdrawn exceeded $50,000,000). Shares not purchased in the Tender Offer will be returned to the tendering shareholders at our expense promptly after the expiration of the Tender Offer. See Sections 1, 2 and 4.

THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED BUT IS SUBJECT TO THE OTHER CONDITIONS. SEE SECTION 6.

The Shares are listed on The New York Stock Exchange (the “NYSE”) under the ticker symbol “PGI.” On October 26, 2010, the last full trading day prior to the commencement of the Tender Offer, the reported closing price of the Shares on the NYSE was $6.20. You are urged to obtain current market quotations for the Shares before deciding whether, and at which price, to tender your Shares pursuant to the Tender Offer. See Section 7.

OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER. HOWEVER, NONE OF US, OUR BOARD OF DIRECTORS, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY HAVE MADE OR ARE MAKING ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE AT WHICH YOU SHOULD CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISIONS AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE AT WHICH TO TENDER YOUR SHARES. IN DOING SO, YOU SHOULD READ CAREFULLY THE INFORMATION IN, OR INCORPORATED BY REFERENCE IN, THIS OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL, INCLUDING THE PURPOSES AND EFFECTS OF THE TENDER OFFER. SEE SECTION 2 AND SECTION 11. YOU ARE URGED TO CONSULT YOUR OWN FINANCIAL, LEGAL, TAX AND OTHER ADVISORS.

The directors and executive officers of PGi are entitled to participate in the Tender Offer on the same basis as all other shareholders. However, our directors and executive officers, other than Boland T. Jones, our Chairman and Chief Executive Officer, have advised us that they will not tender Shares in the Tender Offer. Mr. Jones current intention is to tender or sell in the open market sufficient shares to repay his loan from us. See Section 10 for the current beneficial ownership of our directors and executive officers and further discussion of Mr. Jones’ loan. The equity ownership of our directors and executive officers who do not tender their Shares in the Tender Offer will increase proportionally as

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a percentage of our outstanding common stock following the consummation of the Tender Offer. In the event that our Chairman and CEO tenders Shares in the Tender Offer and such Shares are purchased pursuant to the Tender Offer, his proportional holdings of Shares as a percentage of our outstanding common stock will change to a greater or lesser extent, depending upon whether a larger or smaller number of Shares are purchased pursuant to the Tender Offer.

Except as described above, to PGi’s knowledge, none of its affiliates intends to tender any Shares in the Tender Offer.

NONE OF THE SEC, ANY SECURITIES COMMISSION OR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE MERITS OR FAIRNESS OF SUCH TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You may direct questions and requests for assistance to Innisfree M&A Incorporated, the information agent (“Information Agent”) and Stephens Inc., the dealer manager (“Dealer Manager”), for the Tender Offer, at their respective addresses and telephone numbers set forth on the back cover page of this Offer to Purchase. You may also direct requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the notice of guaranteed delivery (“Notice of Guaranteed Delivery”) to the Information Agent. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

Dealer Manager

STEPHENS INC.
111 Center Street
Little Rock, Arkansas 72201
(501) 377-3495

October 26, 2010

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IMPORTANT

If you want to tender all or any portion of your Shares, you must, before the Expiration Time, do one of the following: (1) if you hold certificates in your own name, complete and sign a Letter of Transmittal according to the instructions in the Letter of Transmittal and mail or deliver it, together with any required signature guarantees and any other required documents, including the share certificates, to American Stock Transfer & Trust Company, LLC, the depositary (“Depositary”) for the Tender Offer, at one of the addresses shown on the Letter of Transmittal, (2) tender the Shares according to the procedure for book-entry transfer described in Section 3, or (3) if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and request the nominee to effect the transaction for you.

If you desire to tender your Shares and (1) your share certificates are not immediately available or cannot be delivered to the Depositary, (2) you cannot comply with the procedure for book-entry transfer, or (3) you cannot deliver the other required documents to the Depositary by the expiration of the Tender Offer, you must tender your Shares according to the guaranteed delivery procedure described in Section 3.

If you are a holder of vested options to purchase Shares under an equity incentive plan currently maintained by PGi, or of options to purchase Shares under PGi’s equity incentive plans that will vest prior to the deadline for exercising options (collectively, the “options”), you may exercise your options and tender any of the Shares issued upon exercise or you may conditionally exercise such options to purchase Shares and tender the underlying Shares remaining after Shares are withheld to pay the exercise price and related withholding tax, subject to acceptance in the Tender Offer. In either case, you must follow the separate instructions and procedures described in Section 3 of this Offer to Purchase, and you must review the separate materials enclosed with this Offer to Purchase related to the tendering of the Shares underlying vested options that are conditionally exercised.

Holders or beneficial owners of Shares under the Premiere Global Services, Inc. 401(k) Plan (the “401(k) Plan”) who wish to tender any of such Shares in the Tender Offer must follow the separate instructions and procedures described in Section 3.

None of us, our Board of Directors, the Dealer Manager, the Information Agent or the Depositary have authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your Shares in the Tender Offer or the price at which you should tender your Shares, and such parties have not authorized any person to give any information or to make any representation in connection with the Tender Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If given or made, you must not rely upon any such recommendation, information or representation as having been authorized by us, our Board of Directors, the Dealer Manager, the Information Agent or the Depositary. The information contained in this Offer to Purchase is

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correct only as of the date of this Offer to Purchase and may have changed since the date hereof.

The Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would not be in compliance with the laws of the jurisdiction, provided that PGi will comply with the requirements of Exchange Act Rule 13e-4(f)(8). In any jurisdiction where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer shall be deemed to be made on our behalf by the Dealer Manager or by one or more registered brokers or dealers licensed under the laws of that jurisdiction.

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TABLE OF CONTENTS

SUMMARY TERM SHEET			- 1 -
FORWARD-LOOKING STATEMENTS			- 12 -
INTRODUCTION			- 15 -
THE TENDER OFFER			- 19 -
	1.	Number of Shares; Purchase Price; Proration	- 19 -
	2.	Purpose of the Tender Offer	- 23 -
	3.	Procedures for Tendering Shares	- 27 -
	4.	Withdrawal Rights	- 34 -
	5.	Purchase of Shares and Payment of Purchase Price	- 36 -
	6.	Conditions of the Tender Offer	- 37 -
	7.	Price Range of Shares; Dividends	- 41 -
	8.	Source and Amount of Funds	- 42 -
	9.	Certain Information Concerning PGi	- 43 -
	10.	Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares	- 45 -
	11.	Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act	- 52 -
	12.	Legal Matters; Regulatory Approvals	- 53 -
	13.	Certain Material U.S. Federal Income Tax Consequences	- 54 -
	14.	Extension of the Tender Offer; Termination; Amendment	- 58 -
	15.	Fees and Expenses	- 60 -
	16.	Miscellaneous	- 61 -

SUMMARY TERM SHEET

We are providing this summary term sheet for your convenience. This summary term sheet provides an overview of all material matters presented in this Offer to Purchase, but you should realize that it does not describe all of the details of the Tender Offer to the same extent described elsewhere in this Offer to Purchase. We urge you to read the entire Offer to Purchase and the Letter of Transmittal and other related materials because they contain the full details of the Tender Offer. We have included references to the sections of this Offer to Purchase where you will find a more complete discussion of the topics in this summary. Unless otherwise indicated, references to “Shares” are to shares of our common stock, and not to shares of any other securities.

Who is offering to purchase my Shares?	Premiere Global Services, Inc., which we refer to as the “Company,” “PGi,” “we” or “us,” is offering to purchase your Shares. See Section 1.
What will the Purchase Price for the Shares be and what will be the form of payment?	We are conducting the Tender Offer by means of a modified “Dutch auction.” This procedure allows tendering shareholders to select a price within a price range specified by us at which such shareholders are willing to sell Shares. The Purchase Price range for the Tender Offer is $6.75 to $7.75 per Share. After the Tender Offer expires we will look at the prices chosen by shareholders for all of the Shares properly tendered and not properly withdrawn. We will select the lowest purchase price per Share within the range what will allow us to purchase for cash, upon the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal, Shares properly tendered and not properly withdrawn having an aggregate purchase price not exceeding $50,000,000 (or such lesser or greater amount as we may elect to purchase, subject to applicable law). In accordance with the rules of the SEC, we may purchase an additional number of shares not to exceed 2% of the outstanding shares (approximately 1,208,144 shares as of September 30, 2010) without amending or extending the Tender Offer. If we purchase additional Shares in the Tender Offer that represent more than 2% of the outstanding Shares of Common Stock, we must amend the Tender Offer and notify you of our plans to purchase the additional Shares and extend the Tender Offer so that at least ten business days remain in the Tender Offer following notification to you of our plans to purchase the additional Shares. See Section 1.
	We will determine the Purchase Price promptly after the Tender Offer expires. We will publicly announce the Purchase Price promptly after we have determined it and, upon the terms and subject to the conditions of the Tender Offer

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	(including the proration provisions), we will pay the Purchase Price in cash, without interest and subject to applicable withholding taxes, for all the Shares tendered at a price equal to or less than the Purchase Price pursuant to the Tender Offer. See Section 1.
How many Shares will PGi purchase?	Subject to the terms and conditions of the Tender Offer we will purchase, at the Purchase Price, Shares properly tendered in the Tender Offer and not properly withdrawn up to an aggregate purchase price of $50,000,000 (or such lesser or greater amount as we may elect to purchase, subject to applicable law). Since the Purchase Price will only be determined after the Expiration Time, the number of Shares that will be purchased will not be known until after that time. Based on an aggregate purchase price of $50,000,000, if the Purchase Price is determined to be $6.75 per Share, the minimum Purchase Price under the Tender Offer, the maximum number of Shares that will be purchased under the Tender Offer is approximately 7,407,407 (representing approximately 12% of our outstanding Shares, and approximately 12% of the Shares assuming exercise of all vested but unexercised options, as of September 30, 2010). Assuming that the Tender Offer is fully subscribed and based on an aggregate purchase price of $50,000,000, if the Purchase Price is determined to be $7.75 per Share, the maximum Purchase Price under the Tender Offer, the minimum number of Shares that will be purchased under the Tender Offer is approximately 6,451,613 (representing approximately 11% of our Shares, and approximately 11% of the Shares assuming exercise of all vested but unexercised options, as of September 30, 2010).
	We reserve the right, in our sole discretion, to increase such maximum purchase price of $50,000,000 and the associated maximum number of Shares Purchased in the Tender Offer, subject to applicable law. In accordance with the rules of the SEC, we may purchase an additional number of Shares not to exceed 2% of the outstanding shares (approximately 1,208,144 Shares as of September 30, 2010) without amending or extending the Tender Offer. If we purchase additional Shares in the Tender Offer that represent more than 2% of the outstanding Shares of Common Stock, we must amend the Tender Offer and notify you of our plans to purchase the additional Shares and extend the Tender Offer so that at least ten business days remain in the Tender Offer following the notification to you of our plans to purchase the additional Shares.

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What will happen if the number of Shares tendered in the Tender Offer would result in an aggregate purchase price of more than $50,000,000?	If the number of Shares that are properly tendered at or below the Purchase Price would result in an aggregate purchase price above $50,000,000, we will apply the proration and “odd lot” priority provisions described herein to determine which Shares will be purchased, and we may not purchase all the Shares that you tender even if you tender them at or below the Purchase Price. These provisions would also be applied if we were to reduce the maximum aggregate purchase price (and the associated maximum aggregate number of Shares to be purchased) and the purchase of all Shares properly tendered would result in an aggregate purchase price that exceeded such reduced amount.
If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration?	If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price before the Tender Offer expires, all of the conditions to the Tender Offer are satisfied or waived, and you complete the section entitled “Odd Lots” in the Letter of Transmittal (and, if applicable, in the Notice of Guaranteed Delivery), we will purchase all of your Shares without subjecting them to proration. See Section 1.
How will PGi pay for the Shares?	We intend to use a portion of the proceeds from the recent sale of our PGiSend advanced messaging business (“PGiSend”), to fund the purchase of Shares tendered in the Tender Offer, and to pay related fees and expenses. PGi has received a consent under its credit facility to use the proceeds from the sale of PGiSend for this purpose. The terms of the consent require us to use a portion of the proceeds from the sale of PGiSend to retire our $50.0 million Term A loan, which we did on October 21, 2010. Additionally, if we increase the maximum purchase price of the shares tendered in the Tender Offer we may obtain a portion of the funds necessary to purchase Shares tendered in the Tender Offer from borrowing under our credit facility. See Section 8.
How long do I have to tender my Shares?	You may tender your Shares until the Tender Offer expires. The Tender Offer will expire on Friday, December 3, 2010, at 5:00 p.m., New York City time, unless we extend it. See Section 1. We may choose to extend the Tender Offer for any reason, subject to applicable laws. We cannot assure you that we will extend the Tender Offer or at this time indicate the length of any extension that we may provide. See Section 14.
	If a broker, dealer, commercial bank, trust company or other nominee holds your Shares, it is likely that they have an earlier deadline, for administrative reasons, for you to act to instruct them to accept the Tender Offer on your behalf. We urge you to

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	immediately contact your broker, dealer, commercial bank, trust company or other nominee to find out their deadline. See Section 3.
	Participants in our 401(k) Plan must follow the separate direction form sent to them to direct the tender of their shares held in the 401(k) Plan. Although the Tender Offer will remain open to all shareholders until the Expiration Date, if Computershare Trust Company, N.A., the Independent Tabulation Agent for the 401(k) Plan, does not receive a participant’s instructions by 4:00 p.m., New York City time, on November 29, 2010, the trustee will not tender shares attributable to the participant’s account. Participants are urged to read the “Letter to Participants in the Premiere Global Services, Inc. 401(k) Plan” and the separate direction form carefully. Please refer to the plan-specific instruction forms that will be sent to you for more information. See Section 3.
	If you hold vested but unexercised options, or options that will vest prior to the time and date specified below, and wish to exercise those options in advance of the Tender Offer in accordance with the terms of the applicable equity incentive plan and tender the Shares received upon exercise into the Tender Offer, you must exercise your unexercised options no later than 4:00 p.m., New York City time, on November 29, 2010, in order to have sufficient time for the exercise to settle and for you to tender the Shares received upon exercise in the Tender Offer. If you wish to tender Shares issuable upon the conditional exercise of vested options under an equity incentive plan currently maintained by PGi, subject to acceptance in the Tender Offer, you will have, for administrative reasons, an earlier deadline for submitting instructions for such conditional exercise and tender, which will be 4:00 p.m., New York City time, on November 29, 2010. See Section 3.
Can the Tender Offer be extended, amended or terminated, and under what circumstances?	We can extend, amend or terminate the Tender Offer in our sole discretion, subject to applicable laws. If we extend the Tender Offer, we will delay the acceptance of any Shares that have been tendered. See Section 6 and Section 14.
How will I be notified if PGi extends the Tender Offer or amends the terms of the Tender Offer?	If the Tender Offer is extended, we will issue a press release no later than 9:00 a.m., New York City time, on the business day after the previously scheduled Expiration Time. We will announce any amendment to the Tender Offer by issuing a press release announcing the amendment. See Section 14.

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What is the recent market price for the Shares?	We publicly announced the Tender Offer after the close of business on October 26, 2010. On October 26, 2010, the reported closing price per share of the Shares on the New York Stock Exchange was $6.20. On October 25, 2010, the last trading day prior to the commencement of this Tender Offer, the reported closing price per share of our Common Stock on the New York Stock Exchange was $6.46. We urge you to obtain current market quotations for the Common Stock. See Section 7.
What is the purpose of the Tender Offer?	The Company’s Board of Directors has reviewed the Company’s strategic plan, the Company’s existing and anticipated capital structure and financial position, including outstanding Common Stock, debt and debt structure, financial ratios and anticipated cost and availability of financing, the market price of the Common Stock, its projected use of cash flows for, among other things, capital expenditures, acquisitions, debt repayment and share repurchases, and a variety of alternatives for using the Company’s available financial resources, including the proceeds from the sale of PGiSend. Following this review, the Board of Directors determined that the Tender Offer is a prudent use of capital that delivers immediate value to its shareholders and enables the Company to continue to support growth of its businesses and the execution of its strategic plan. The minimum Tender Offer Purchase Price represents a discount of approximately 5% below the average closing stock price over the last ten trading days prior to and including the day of the commencement of the Tender Offer and a premimum of 9% over the closing stock price on October 26, 2010. The maximum Tender Offer Purchase Price represents a premium of approximately 10% above the average closing stock price over the last ten trading days prior to and including the day of the commencement of the Tender Offer and a premimum of 25% over the closing stock price on October 26, 2010. The Company currently projects the Tender Offer will be accretive to its diluted earnings per share. See Section 2.
	The Board of Directors believes that the Tender Offer represents a mechanism to provide all of the Company’s shareholders with the opportunity to tender all or a portion of their Shares and, thereby, receive a return of some or all of their investment if they so elect. The Tender Offer provides shareholders (particularly those who, because of the size of their shareholdings, might not be able to sell their Shares without potential disruption to the share price) with an opportunity to obtain liquidity with respect to all or a portion of their Shares without potential disruption to the share price. In addition, if we complete the Tender Offer, shareholders who do not participate

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	in the Tender Offer will automatically increase their relative percentage ownership interest in the Company and its future operations.
	The Tender Offer also provides shareholders with an efficient way to sell their Shares without incurring broker’s fees or commissions associated with open market sales. Furthermore, “odd lot” holders who hold Shares registered in their names and tender their Shares directly to the Depositary and whose Shares are purchased in the Tender Offer will avoid any applicable “odd lot” discounts that might otherwise be payable on sales of their Shares. In addition, shareholders who wish to achieve a greater percentage of equity ownership in PGi will be able to do so by not tendering their Shares in the Tender Offer, and if PGi completes the Tender Offer, will have a greater percentage ownership in PGi and its future earnings and assets, while also bearing the attendant risks associated with owning Shares. See Section 2 and Section 9.
Are there any conditions to the Tender Offer?	Yes. The Tender Offer is subject to a number of conditions, such as the absence of court and governmental action prohibiting the Tender Offer and of changes in general market conditions or our business that, in our judgment, are or may be materially adverse to us. See Section 6.
Following the Tender Offer, will PGi continue as a public company?	Yes. It is a condition of our obligation to purchase Shares pursuant to the Tender Offer that we do not reasonably determine that PGi’s Shares will cease to be listed on the NYSE, cease to be held of record by 300 or more persons, or stop being subject to periodic reporting requirements of the Exchange Act. See Section 11.
How do I tender my Shares?	If you want to tender all or part of your Shares, you must do one of the following before the Expiration Time or earlier as described below as required for participants in the 401(k) Plan, for option holders, or as your broker, dealer, commercial bank, trust company or other nominee may require:
	o	if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your Shares for you;
	o	if you hold certificates in your own name, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature

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	guarantees, the certificates for your Shares and any other documents required by the Letter of Transmittal, to the Depositary at its address shown on the Letter of Transmittal;
	o	if you are an institution participating in the Depository Trust Company, tender your Shares according to the procedure for book-entry transfer described in Section 3;
	If you want to tender your Shares, but:
	o	the certificates for your Shares are not immediately available or cannot be delivered to the Depositary by the required time;
	o	you cannot comply with the procedure for book-entry transfer by the required time; or
	o	your other required documents cannot be delivered to the Depositary by the required time;
	you can still tender your Shares if you comply with the guaranteed delivery procedure described in Section 3.
	You should contact the Information Agent, the Dealer Manager or your broker if you need assistance. The contact information for the Information Agent and the Dealer Manager is on the back cover of this Offer to Purchase. See Section 3 and the instructions to the Letter of Transmittal. See below for details if you hold Shares in the 401(k) Plan, or if you hold options to acquire PGi common stock.
	Please note that PGi will not purchase your Shares in the Tender Offer unless the Depositary receives the required documents prior to the expiration of the Tender Offer. If a broker, dealer, commercial bank, trust company or other nominee holds your Shares, it is likely that, for administrative reasons, they have an earlier deadline for you to act to instruct them to accept the Tender Offer on your behalf. We urge you to immediately contact your broker, dealer, commercial bank, trust company or other nominee to find out their applicable deadline.
Can I participate in the Tender Offer if I hold Shares through the 401(k) Plan?	Yes. Shares held through the 401(k) Plan may also be tendered in the Tender Offer, but the procedures and deadline for doing so differ from those applicable to Shares not held in 401(k) Plan accounts (in particular, an earlier deadline applies for

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	administrative reasons). Participants who hold shares of PGi common stock through the 401(k) Plan will receive instruction forms which they may use to direct the trustee for the plan to tender eligible Shares held through their accounts in the 401(k) Plan. See Section 3.
How do holders of vested stock options for Shares participate in the Tender Offer?	If you hold vested but unexercised options to acquire shares of PGi common stock, or options that will vest prior to the deadline for exercise or conditional exercise stated in this Offer to Purchase under an equity incentive plan currently maintained by PGi, you may:
	o	exercise such options in accordance with the terms of the applicable equity incentive plans (which exercise cannot be revoked) and tender the Shares received upon such exercise in accordance with this Tender Offer; or
	o	with limited exceptions, conditionally exercise nonqualified options to purchase Shares and tender the underlying Shares, subject to acceptance in the Tender Offer, by following the special instructions and procedures for option holders described in Section 3. See Section 3.
	As of September 30, 2010, there were 469,836 Shares underlying vested but unexercised options.
Once I have tendered Shares in the Tender Offer, can I withdraw my tender?	Yes. You may withdraw any Shares you have tendered at any time before the Expiration Time. In addition, if we have not accepted for payment the Shares you have tendered to us, you may also withdraw your tendered Shares after 12:00 Midnight, New York City time, on December 21, 2010, the 40th business day following the commencement of this Tender Offer. See Section 4.
	The deadline for withdrawal of Shares held through the 401(k) Plan may be found in the separate materials sent to 401(k) Plan participants. See Section 3.
	Conditional exercises of options to purchase Shares and tender the underlying Shares, subject to acceptance in the Tender Offer, may be withdrawn in accordance with the procedures set forth in the Instructions for Tender through Conditional Exercise of Options sent separately to each option holder. An exercise of options in order to tender Shares into the Tender Offer, other than a conditional exercise, may not be revoked once the exercise occurs, but the tender of the underlying Shares may be withdrawn as described above. See Section 4.

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How do I withdraw Shares I previously tendered?	To properly withdraw tendered Shares, you must deliver, on a timely basis, a written or facsimile notice of your withdrawal to the Depositary at the address appearing on the back cover page of this Offer to Purchase, while you still have the right to withdraw the Shares. Your notice of withdrawal must specify your name, the number of Shares to be withdrawn and the name of the registered holder of these Shares. Some additional requirements apply if the share certificates to be withdrawn have been delivered to the Depositary or if your Shares have been tendered under the procedure for book-entry transfer set forth in Section 3. If you have tendered your Shares by giving instructions to a bank, broker, dealer, trust company or other nominee, you must instruct that person to arrange for withdrawal of your Shares. See Section 4.
	Individuals who hold Shares through the 401(k) Plan or who hold options who wish to withdraw their tenders must follow the instructions found in the materials sent to them separately. See Section 3 and Section 4.
Will PGi’s results of operations for the quarter ending September 30, 2010 be publicly available before the expiration of the Tender Offer?	We have already publicly issued our earnings release for the quarterly period ending September 30, 2010. We expect that our Quarterly Report on Form 10-Q for such quarterly period will be filed on or about November 9, 2010 prior to the expiration of the Tender Offer.
Has PGi or its Board of Directors adopted a position on the Tender Offer?	No. Our Board of Directors has approved the Tender Offer. However, none of us, our Board of Directors, the Dealer Manager, the Information Agent or the Depositary have made or are making any recommendation to you as to whether you should tender or refrain from tendering your Shares or as to the price at which you should choose to tender your Shares. You must make your own decisions as to whether to tender your Shares and, if so, how many Shares to tender and the price at which you choose to tender your Shares. In doing so, you should read carefully the information in, or incorporated by reference in, this Offer to Purchase and in the Letter of Transmittal, including the purposes and effects of the Tender Offer. See Section 2 and Section 11. You are urged to consult your own financial, legal, tax and other advisors.

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	The directors and executive officers of PGi are entitled to participate in the Tender Offer on the same basis as all other shareholders. However, our directors and executive officers, other than Boland T. Jones, our Chairman and Chief Executive Officer, have advised us that they will not tender Shares in the Tender Offer. Mr. Jones current intention is to tender or sell in the open market sufficient shares to repay his loan from us. See Section 10 for the current beneficial ownership of our directors and executive officers and further discussion of Mr. Jones’ loan. The equity ownership of our directors and executive officers who do not tender their Shares in the Tender Offer will increase proportionally as a percentage of our outstanding common stock following the consummation of the Tender Offer. In the event that our Chairman and CEO tenders Shares in the Tender Offer and such Shares are purchased pursuant to the Tender Offer, his proportional holdings of Shares as a percentage of our outstanding common stock will change to a greater or lesser extent, depending upon whether a larger or smaller number of Shares are purchased pursuant to the Tender Offer.
	Except as described above, to PGi’s knowledge, none of its affiliates intends to tender any Shares in the Tender Offer.
If I decide not to tender, how will the Tender Offer affect my Shares?	If the Tender Offer is completed, to the extent shareholders choose not to tender their Shares, those shareholders will own a greater percentage interest in our outstanding common stock following the Tender Offer.
When will PGi pay for the Shares I tender?	We will pay the Purchase Price, net to you in cash, without interest and less any applicable withholding taxes, for the Shares we purchase promptly after the Expiration Time. We will announce the preliminary results of the Tender Offer, including any prorations, promptly after the Expiration Time. We will pay for the Shares accepted for purchase by depositing the aggregate purchase price with the Depositary promptly after the expiration of the Tender Offer. The Depositary will act as your agent and will transmit to you the payment for all of your Shares accepted for payment pursuant to the Tender Offer. See Section 5.

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Will I have to pay brokerage commissions if I tender my Shares?	If you are a registered shareholder and you tender your Shares directly to the Depositary, you will not incur any brokerage fees or commissions. If you hold Shares through a broker, bank, dealer, trust company or other nominee and that person tenders Shares on your behalf, that person may charge you a fee for doing so. We urge you to consult your broker, bank, dealer, trust company or other nominee to determine whether any such charges or other transaction costs will apply. See Section 3.
What are the U.S. federal income tax consequences if I tender my Shares?	Generally, if you are a U.S. Holder (as defined in Section 13), you will be subject to U.S. federal income taxation when you receive cash from us in exchange for the Shares you tender. The receipt of cash for your tendered Shares generally will be treated for U.S. federal income tax purposes either as (1) consideration received in respect of a sale or exchange of the tendered Shares eligible for capital gain or loss treatment or (2) a distribution from us in respect of our stock. You should consult your tax advisor as to the particular consequences to you of participation in the Tender Offer. See Section 13.
Will I have to pay any stock transfer tax if I tender my Shares?	If you instruct the Depositary in the Letter of Transmittal to make the payment for the tendered Shares to the registered holder, you will not incur any domestic stock transfer tax. See Section 5.
Whom can I contact if I have questions?	The Information Agent and the Dealer Manager can help answer your questions. The Information Agent is Innisfree M&A Incorporated. The Dealer Manager is Stephens Inc. Their contact information is set forth on the back cover page of this Offer to Purchase. You may request additional copies of this Offer to Purchase, the Letter of Transmittal and other Tender Offer documents from the Information Agent at the telephone number and address on the back cover. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

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FORWARD-LOOKING STATEMENTS

When used in this Offer to Purchase and elsewhere by us or by management, including documents incorporated by reference and other written reports and oral statements made from time to time by PGi, the words “believes,” “anticipates,” “expects,” “will,” “may,” “should,” “intends,” “plans,” “estimates,” “predicts,” “potential,” “continue” and similar expressions are intended to identify forward-looking statements concerning our operations, economic performance and financial condition, our ability to, and at what price we will, complete the Tender Offer, the number of Shares we are able to purchase pursuant to the Tender Offer and the affect the Tender Offer will have on our earnings per Share. These statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, many of which are beyond our control and reflect future business decisions which are subject to change. A variety of factors could cause actual results to differ materially from those anticipated in our forward-looking statements, including the following factors:

• Our ability to compete based on price and services and against our existing and future competitors;

• Our ability to respond to rapid technological change and the development of alternatives to our services;

• Market acceptance of new services and enhancements to existing services, including iMeet^®;

• Costs or difficulties related to the integration of any new or acquired businesses and technologies;

• Concerns regarding the security of transactions and transmitting confidential information over the Internet and public networks;

• Our ability to upgrade our equipment or increase our network capacity to meet customer demands;

• Our services may be interrupted due to failure of our or third-party platforms and network infrastructure utilized in providing our services;

• Our ability to successfully manage the impact of our recent divestiture of our PGiSend business, including any financial impact from the loss of PGiSend revenue or earnings;

• Our ability to efficiently utilize or re-negotiate our telecommunications supply agreements;

• Increased leverage may harm our financial condition and results of operations;

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• Our dependence on our subsidiaries for cash flow may negatively affect our business and our ability to pay amounts due under our indebtedness;

• Our financial performance could cause future write-downs of goodwill or other intangible assets in future periods;

• Assessment of income, state sales and other taxes by government authorities for which we have not accrued;

• Our ability to attract and retain qualified key personnel;

• Our ability to successfully identify suitable acquisition candidates, complete acquisitions, integrate acquired operations into our existing operations or expand into new markets;

• Our ability to protect our proprietary technology and intellectual property rights;

• Possible adverse results of pending or future litigation or adverse results of current or future infringement claims;

• Regulatory or legislative changes may adversely affect our business;

• Possible adverse results if our services become subject to government regulations applicable to traditional telecommunications service providers;

• Risks associated with expansion of our international operations and fluctuations in currency exchange rates;

• 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;

• General economic or business conditions, internationally, nationally or in the local jurisdiction in which we are doing business, may be less favorable than expected;

• Risks associated with challenging global economic conditions or a prolonged recession, including customer consolidations, bankruptcies and payment defaults;

• Changes in and the successful execution of restructuring and cost reduction initiatives and the market reaction thereto;

• Other risks detailed in “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Form 10-K for the fiscal year ended December 31, 2009, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and other filings with the SEC; and

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• Factors described from time to time in our press releases, reports and other filings made with the SEC.

We caution that these factors are not exclusive. Consequently, all of the forward-looking statements made in this Offer to Purchase and in other documents filed with the SEC and incorporated by reference herein, are qualified by these cautionary statements. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Offer to Purchase, or the date of the statement, if a different date.

Please carefully review and consider the various disclosures made in this Offer to Purchase and in our other documents filed with the SEC and incorporated by reference herein, including with respect to the risks and factors that may affect our business, results of operations, financial condition or prospects.

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INTRODUCTION

To the Holders of Common Stock of Premiere Global Services, Inc.:

We invite our shareholders to tender shares of our common stock, par value $.01 per share, for purchase by us. Upon the terms and subject to the conditions set forth in this Offer to Purchase and in the Letter of Transmittal, we are offering to purchase the maximum number of Shares (or such lesser or greater amount as we may elect to purchase, subject to applicable law) at a price not greater than $7.75 nor less than $6.75 per Share, net to the seller in cash, without interest and subject to applicable withholding taxes, having an aggregate purchase price not exceeding $50,000,000.

In accordance with the rules of the SEC, we may purchase an additional number of shares not to exceed 2% of the outstanding Shares (approximately 1,208,144 shares as of September 30, 2010) without amending or extending the Tender Offer. If we purchase additional Shares in the Tender Offer that represent more than 2% of the outstanding Shares, we must amend the Tender Offer and notify you of our plans to purchase the additional Shares and extend the Tender Offer so that at least ten business days remain in the Tender Offer following notification to you of our plans to purchase the additional Shares. See Section 1.

The Purchase Price will be the lowest Purchase Price of not more than $7.75 nor less than $6.75 per Share that will allow us to purchase the maximum number of Shares properly tendered in the Tender Offer and not properly withdrawn having an aggregate purchase price not exceeding $50,000,000. We will acquire all Shares that we purchase in the Tender Offer at the same Purchase Price regardless of whether the shareholder tendered at a lower price and we will only purchase Shares tendered at prices equal to or below the Purchase Price. However, because of the proration and “odd lot” priority provisions described in this Offer to Purchase, we may not purchase all of the Shares tendered at or below the Purchase Price if the aggregate purchase price for all Shares properly tendered and not properly withdrawn at or below the Purchase Price exceeds $50,000,000. We will return tendered Shares that we do not purchase to the tendering shareholders at our expense promptly after the expiration of the Tender Offer. See Section 1.

The Tender Offer will expire at 5:00 p.m., New York City time, on December 3, 2010, unless extended. We may, in our sole discretion, extend the period of time in which the Tender Offer will remain open.

Shareholders must complete the section of the Letter of Transmittal relating to the price at which they are tendering Shares in order to properly tender Shares.

We will pay the Purchase Price, net to the tendering shareholders in cash, without interest and subject to applicable withholding taxes, for all Shares that we purchase. Tendering shareholders whose Shares are registered in their own names and who tender directly to American Stock Transfer & Trust Company, LLC, the Depositary in the Tender Offer, will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 9 to the Letter of Transmittal, stock transfer taxes on the purchase of Shares by us under the Tender Offer. If you own your Shares through a bank, broker, dealer, trust company or other nominee and that person tenders your Shares on your behalf, that person may

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charge you a fee for doing so. You should consult your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply.

The Tender Offer is not conditioned upon any minimum number of Shares being tendered. The Tender Offer is, however, subject to a number of other conditions. See Section 6.

OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER. HOWEVER, NONE OF US, OUR BOARD OF DIRECTORS, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY HAVE MADE OR ARE MAKING ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE AT WHICH YOU SHOULD TENDER YOUR SHARES.

YOU MUST MAKE YOUR OWN DECISIONS AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE AT WHICH TO TENDER YOUR SHARES. IN DOING SO, YOU SHOULD READ CAREFULLY THE INFORMATION IN, OR INCORPORATED BY REFERENCE IN, THIS OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL, INCLUDING THE PURPOSES AND EFFECTS OF THE TENDER OFFER. SEE SECTION 2 AND SECTION 11. YOU ARE URGED TO CONSULT YOUR OWN FINANCIAL, LEGAL, TAX AND OTHER ADVISORS. SEE SECTION 2.

The directors and executive officers of PGi are entitled to participate in the Tender Offer on the same basis as all other shareholders. Our directors and executive officers, other than Boland T. Jones, our Chairman and Chief Executive Officer, have advised us that they will not tender Shares in the Tender Offer. Mr. Jones has advised us that he currently intends to: (1) tender in the Tender Offer; (2) sell in the open market during the pendency of, but not in connection with, the Tender Offer; or (3) a combination thereof, Shares beneficially owned by him to the extent required to provide proceeds, net of taxes, sufficient to repay in full his loan from us due October 31, 2010 or to repay any borrowings under a credit line (which is not secured by any Company stock) utilized to repay this Company loan. See Section 10 for the current beneficial ownership of our directors and executive officers and further discussion of Mr. Jones’loan.

The equity ownership of our directors and executive officers who do not tender their Shares in the Tender Offer will increase proportionally as a percentage of our outstanding common stock following the consummation of the Tender Offer. In the event that our Chairman and CEO tenders Shares in the Tender Offer and such Shares are purchased pursuant to the Tender Offer, his proportional holdings of Shares as a percentage of our outstanding common stock will change to a greater or lesser extent, depending upon whether a larger or smaller number of Shares are purchased pursuant to the Tender Offer.

Except as described above, to PGi’s knowledge, none of its affiliates intends to tender any Shares in the Tender Offer.

If the number of Shares properly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Time would result in an aggregate purchase

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price of more than $50,000,000 (or such lesser or greater amount as we may elect to purchase, subject to applicable law), we will purchase Shares:

• first, from all holders of “odd lots” of less than 100 Shares who properly tender all their Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Time; and

• second, on a pro rata basis from all other shareholders who properly tender Shares at or below the Purchase Price (including those shareholders who hold their Shares through the 401(k) Plan and any option holders electing to conditionally exercise their options to purchase Shares and tender the underlying Shares, subject to acceptance in the Tender Offer, as described in Section 3), with appropriate adjustments to avoid the purchase of fractional Shares, until we have purchased Shares resulting in an aggregate purchase price of $50,000,000 (or such lesser or greater amount as we may elect to purchase, subject to applicable law).

Because of the proration and “odd lot” priority provisions described above, we may not purchase all of the Shares tendered pursuant to the Tender Offer even if the Shares are tendered at or below the Purchase Price and all of the conditions to the Tender Offer are satisfied or waived. See Section 1 and Section 5, respectively, for additional information concerning priority and proration procedures.

Any tendering shareholder or other payee who is a U.S. Holder and who fails to complete, sign and return to the Depositary the Form W-9 included with the Letter of Transmittal (or such other Internal Revenue Service form as may be applicable) may be subject to U.S. federal income tax backup withholding of 28% of the gross proceeds paid to the U.S. Holder (as defined in Section 13) or other payee pursuant to the Tender Offer, unless such holder establishes that such holder is within the class of persons that is exempt from backup withholding. Any tendering shareholder or other payee who is a Non-U.S. Holder will be subject to withholding of federal income tax at a rate of 30%, unless a reduced rate of withholding is applicable pursuant to an income tax treaty or an exemption from withholding is applicable. A Non-U.S. Holder may be eligible to file for a refund of such tax or a portion of such tax in certain circumstances. See Section 3. Also, see Section 13 regarding material U.S. federal income tax consequences of the Tender Offer.

Participants in the 401(k) Plan may not use the Letter of Transmittal to direct the tender of their Shares held in the plan but instead must follow the separate instructions related to those Shares set forth in the “Letter to Participants in the Premiere Global Services, Inc. 401(k) Plan,” that has been or will be sent to respective participants in the 401(k) Plan along with this Offer to Purchase and a direction form. If Computershare Trust Company, N.A., (the “tabulator”) for the 401(k) Plan, has not received a participant’s instructions by no later than 4:00 p.m., New York City time, on Monday, November 29, 2010, the trustee will not tender any Shares held on behalf of that participant in the 401(k) Plan.

Holders of options who wish to conditionally exercise their options to purchase Shares and tender the underlying Shares, subject to acceptance in the Tender Offer, may not use the Letter of Transmittal, but instead must complete and deliver to us the “Option Election Form” in accordance with the “Instructions for Tender Through

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Conditional Exercise of Options” included with this Offer to Purchase. Instructions regarding the conditional exercise of options to purchase Shares and tender of the underlying Shares, subject to acceptance in the Tender Offer, must be received by PGi no later than 4:00 p.m., New York City time on November 29, 2010. See Section 3 for separate instructions and an explanation of procedures relating to exercising options.

As of September 30, 2010, we had issued and outstanding 60,407,208 shares of common stock and 469,836 Shares underlying vested but unexercised options. The maximum of approximately 7,407,407 Shares that we are offering to purchase pursuant to the Tender Offer (without giving effect to any lesser amount as PGi may elect to purchase, subject to applicable law) represents approximately 12% of our outstanding Shares, and approximately 12% of the Shares assuming exercise of all vested but unexercised options, as of that date, and, assuming the Tender Offer is fully subscribed, the minimum of approximately 6,451,613 Shares that we are offering to purchase represents approximately 11% of our outstanding Shares, and approximately 11% of the Shares assuming exercise of all vested but unexercised options, as of that date. The shares of common stock are listed on the NYSE under the ticker symbol “PGI”. We urge shareholders to obtain current market quotations for the Shares before deciding whether, and at what price, to tender their Shares or conditionally exercise their options. See Section 7.

References in this Offer to Purchase to “dollars” and “$” are to the lawful currency of the United States of America, unless otherwise indicated or the context suggests otherwise.

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THE TENDER OFFER

1. Number of Shares; Purchase Price; Proration.

General. Promptly following the Expiration Time, upon the terms and subject to the conditions of the Tender Offer, PGi will purchase the maximum number of Shares properly tendered and not properly withdrawn in accordance with Section 4 before the scheduled Expiration Time of the Tender Offer, at a Purchase Price determined by PGi not greater than $7.75 nor less than $6.75 per Share, net to the seller in cash, without interest and subject to applicable withholding taxes, that will enable PGi to purchase the maximum number of tendered Shares having an aggregate purchase price not exceeding $50,000,000.

We reserve the right, in our sole discretion, to increase such maximum purchase price of $50,000,000 and the associated maximum number of Shares purchased in the Tender Offer, subject to applicable law. In accordance with the rules of the SEC, we may purchase an additional number of shares not to exceed 2% of the outstanding Shares (approximately 1,208,144 Shares as of September 30, 2010) without amending or extending the Tender Offer.

Since the Purchase Price will only be determined after the Expiration Time, the number of Shares that will be purchased will not be known until after that time. Based on an aggregate purchase price of $50,000,000, if the Purchase Price is determined to be $6.75 per Share, the minimum Purchase Price under the Tender Offer, the maximum number of Shares that will be purchased under the Tender Offer is approximately 7,407,407 (representing approximately 12% of our outstanding common stock, and approximately 12% of shares assuming exercise of all vested but unexercised options, as of September 30, 2010). Assuming that the Tender Offer is fully subscribed and based on an aggregate purchase price of $50,000,000, if the Purchase Price is determined to be $7.75 per Share, the maximum Purchase Price under the Tender Offer, the minimum number of Shares that will be purchased under the Tender Offer is approximately 6,451,613 (representing approximately 11% of our outstanding common stock, and approximately 11% of shares assuming exercise of all vested but unexercised options, as of September 30, 2010). The Tender Offer is not conditioned on any minimum number of Shares being tendered. See Section 6.

In accordance with Instruction 5 of the Letter of Transmittal, shareholders desiring to tender Shares must specify the price, not greater than $7.75 nor less than $6.75 per Share, at which they are willing to sell their Shares to PGi under the Tender Offer. Alternatively, shareholders desiring to tender Shares can choose not to specify a price and, instead, specify that they will sell their Shares at the Purchase Price that PGi ultimately pays for Shares properly tendered and not properly withdrawn in the Tender Offer, which could result in the tendering shareholder receiving a price per Share as low as $6.75 or as high as $7.75. If tendering shareholders wish to maximize the chance that PGi will purchase their Shares, they should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could increase the chance of the tendered Shares being purchased at the minimum price of $6.75 per Share.

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To tender Shares properly, shareholders must specify one and only one price box in the appropriate section in each Letter of Transmittal. If you specify more than one price or if you fail to check any price at all (including the price determined pursuant to the Tender Offer) you will not have validly tendered your Shares. See Section 3.

Promptly following the Expiration Time, PGi will, in its sole discretion, upon the terms and subject to the conditions of this Tender Offer, determine the Purchase Price. PGi will publicly announce the Purchase Price and all shareholders who have properly tendered and not properly withdrawn their Shares at prices equal to or less than the Purchase Price will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all Shares purchased upon the terms and subject to the conditions of the Tender Offer, including the provisions relating to proration and “odd lot” priority described below.

The Purchase Price will be denominated in United States dollars, and all payments to shareholders under the Tender Offer will be made in United States dollars.

PGi will not purchase Shares not properly tendered, Shares tendered at prices greater than the Purchase Price or Shares that it does not accept in the Tender Offer because of proration provisions. PGi will return to the tendering shareholders Shares that it does not purchase in the Tender Offer at PGi’s expense promptly after the Expiration Time. By following the instructions to the Letter of Transmittal, shareholders can specify one minimum price for a specified portion of their Shares and a different minimum price for other specified Shares, but shareholders must submit a separate Letter of Transmittal for Shares tendered at each price. Shareholders also can specify the order in which PGi will purchase the specified portions in the event that, as a result of the proration provisions or otherwise, PGi purchases some but not all of the tendered Shares pursuant to the Tender Offer.

If the number of Shares properly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Time is fewer than or equal to the maximum number of Shares which would result in an aggregate purchase price of $50,000,000 based on the Purchase Price, or such lesser or greater number of Shares as PGi may elect to purchase, subject to applicable law, PGi will, upon the terms and subject to the conditions of the Tender Offer, purchase all such Shares.

The Expiration Time for the Tender Offer will be 5:00 p.m., New York City time, on December 3, 2010, unless and until PGi, in its sole discretion, shall have extended the period of time during which the Tender Offer will remain open, in which event the term “Expiration Time” shall refer to the latest time and date at which the Tender Offer, as so extended by PGi, shall expire. See Section 14 for a description of PGI’s right to extend, delay, terminate or amend the Tender Offer. In the event of an over-subscription of the Tender Offer as described below, Shares tendered at or below the Purchase Price will be subject to proration, except for “odd lots.” The proration period and, except as described herein, withdrawal rights each, expire at the Expiration Time.

If we:

• increase the maximum price to be paid for Shares above $7.75 per Share or decrease the minimum price to be paid for Shares below $6.75 per Share or

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otherwise change the price range at which we are offering to purchase Shares in the Tender Offer;

• increase the maximum number of Shares being sought in the Tender Offer by more than 2% of our outstanding Shares; or

• decrease the minimum number of Shares being sought; and

the Tender Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that we first publish, send or give notice, in the manner specified in Section 15, of any such increase or decrease, we will extend the Tender Offer until the expiration of ten business days from the date that we first publish notice of any such increase or decrease. For the purposes of the Tender Offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York City time on any such day.

More generally, if we materially change the terms of the Tender Offer or the information concerning the Tender Offer, or if we waive a material condition of the Tender Offer, we will extend the Tender Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act.

These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a Tender Offer must remain open following material changes in the terms of the Tender Offer or information concerning the Tender Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information.

The Tender Offer is not conditioned on any minimum number of shares being tendered. The Tender Offer is, however, subject to other conditions. See Section 6.

Priority of Purchases. Upon the terms and subject to the conditions of the Tender Offer, if the number of Shares properly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $50,000,000, or such lesser or greater number of Shares as PGi may elect to purchase, subject to applicable law, PGi will purchase properly tendered Shares on the basis set forth below:

• First, we will purchase all Shares tendered by all holders of “odd lots” of less than 100 Shares who:

  • properly tender all Shares owned beneficially or of record at a price at or below the Purchase Price and do not properly withdraw them before the Expiration Time (partial tenders will not qualify for this preference); and

  • complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; and

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• Second, we will purchase all other Shares tendered at prices equal to or below the Purchase Price on a pro rata basis (including those shareholders who hold their Shares through the 401(k) Plan and any option holders electing to conditionally exercise their options as described in Section 3) with appropriate adjustments to avoid purchases of fractional Shares, as described below, until we have purchased Shares resulting in an aggregate purchase price of $50,000,000 (or such lesser or greater number of Shares as we may elect to purchase, subject to applicable law).

As a result of the foregoing priorities applicable to the purchase of Shares tendered, PGi may not purchase all of the Shares that a shareholder tenders in the Tender Offer even if they are tendered at prices at or below the Purchase Price.

Odd Lots. For purposes of the Tender Offer, the term “odd lots” means all Shares properly tendered prior to the Expiration Time at prices at or below the Purchase Price and not properly withdrawn by any person, referred to as an “odd lot holder,” who owns beneficially or of record an aggregate of fewer than 100 Shares and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an “odd lot holder” must tender all Shares owned beneficially or of record by the “odd lot holder” in accordance with the procedures described in Section 3. As set forth above, PGi will accept “odd lots” for payment before proration, if any, of the purchase of other tendered Shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more Shares, even if these holders have separate accounts or share certificates representing fewer than 100 Shares. By accepting the Tender Offer, an “odd lot holder” who holds Shares in its name and tenders its Shares directly to the Depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable “odd lot” discounts in a sale of the “odd lot holder’s” Shares on the NYSE. Any “odd lot holder” wishing to tender all of its Shares pursuant to the Tender Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

Proration. If proration of tendered Shares is required, PGi will determine the proration factor promptly following the Expiration Time. Subject to adjustment to avoid the purchase of fractional Shares and subject to proration for each shareholder that tenders Shares (other than “odd lot holders”) the proration factor will be based on the ratio of the total number of Shares that we accept for purchase (excluding “odd lots”) to the total number of Shares properly tendered (and not properly withdrawn) at or below the Purchase Price by all shareholders (other than “odd lot” holders). The preliminary results of any proration will be announced by press release promptly after the Expiration Time. Shareholders may obtain preliminary proration information from the Information Agent and may be able to obtain this information from their brokers.

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As described in Section 13, the number of Shares that PGi will purchase from a shareholder under the Tender Offer may affect the U.S. federal income tax consequences to that shareholder and, therefore, may be relevant to that shareholder’s decision whether or not to tender Shares.

We will mail this Offer to Purchase and the Letter of Transmittal to record holders of Shares and we will furnish this Offer to Purchase to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on PGi’s shareholder list or, if applicable, that are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

2. Purpose of the Tender Offer.

The Company’s Board of Directors has reviewed the Company’s strategic plan, the Company’s existing and anticipated capital structure and financial position, including outstanding Common Stock, debt and debt structure, financial ratios and anticipated cost and availability of financing, the market price of the Common Stock, its projected use of cash flows for, among other things, capital expenditures, acquisitions, debt repayment and share repurchases, and a variety of alternatives for using the Company’s available financial resources, including the proceeds from the recent sale of PGiSend. Following this review, the Board of Directors determined that the Tender Offer is a prudent use of capital that delivers immediate value to its shareholders and enables the Company to continue to support growth of its businesses and the execution of its strategic plan. The minimum Tender Offer price represents a discount of approximately 5% below the average closing stock price over the last ten trading days prior to and including the day of the commencement of the Tender Offer and a premium of 9% over the closing stock price on October 26, 2010. The maximum Tender Offer price represents a premium of approximately 10% above the average closing stock price over the last ten trading days prior to and including the day of the commencement of the Tender Offer and a premium of 25% over the closing stock price on October 26, 2010. The Company currently projects the Tender Offer will be accretive to its diluted earnings per share.

The Board of Directors believes that the Tender Offer represents a mechanism to provide all of the Company’s shareholders with the opportunity to tender all or a portion of their Shares and, thereby, receive a return of some or all of their investment if they so elect. The Tender Offer provides shareholders (particularly those who, because of the size of their shareholdings, might not be able to sell their Shares without potential disruption to the share price) with an opportunity to obtain liquidity with respect to all or a portion of their Shares without potential disruption to the share price. In addition, if we complete the Tender Offer, shareholders who do not participate in the Tender Offer will automatically increase their relative percentage ownership interest in the Company and its future operations.

The Tender Offer also provides shareholders with an efficient way to sell their Shares without incurring broker’s fees or commissions associated with open market sales. Furthermore, “odd lot” holders who hold Shares registered in their names and tender their shares directly to the Depositary and whose Shares are purchased in the Tender Offer will

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avoid any applicable “odd lot” discounts that might otherwise be payable on sales of their Shares. See Section 1 and 9.

The Tender Offer represents an opportunity for PGi to return cash to shareholders who elect to tender their Shares, while at the same time increasing non-tendering shareholders’ proportionate interest in PGi. PGi believes that the Tender Offer is a prudent use of its financial resources given its business profile, assets and the current market price of the Shares, and that investing in its own stock is an attractive use of capital and an efficient means to provide value to its shareholders.

At the same time, we believe that the purchase of Shares pursuant to the Tender Offer represents an attractive investment for the Company, which should not interfere with our ability to maintain the financial flexibility we need to continue to execute our strategy, while complying with the applicable financial covenants.

We believe that the Tender Offer is consistent with our objective of returning value to shareholders and increasing long-term shareholder value. While the Company believes that the Shares have potential for significant appreciation over the long term, the Company also recognizes that actual experience may differ significantly from the Company’s expectations. In that regard, future events, such as deterioration in existing economic conditions, adverse effects on operations or governmental and regulatory developments could adversely affect our ability to fully implement our strategy. As a result, the Company recognizes that some shareholders may desire liquidity.

The Tender Offer will reduce our “public float” (the number of shares owned by non-affiliate shareholders and available for trading in the securities markets), and is likely to reduce the number of our shareholders.

Following the completion or termination of the Tender Offer, we may, from time to time, repurchase shares on the open market or through private or public transactions in accordance with applicable law. Exchange Act Rule 13e-4 generally prohibits us and our affiliates from purchasing any shares of Common Stock, other than in the Tender Offer, until at least ten business days after the Expiration Date. See Section 14.

OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER. HOWEVER, NONE OF US, OUR BOARD OF DIRECTORS, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY HAVE MADE OR ARE MAKING ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE AT WHICH YOU SHOULD TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISIONS AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE AT WHICH TO TENDER YOUR SHARES. IN DOING SO, YOU SHOULD READ CAREFULLY THE INFORMATION IN, OR INCORPORATED BY REFERENCE IN, THIS OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL, INCLUDING THE PURPOSES AND EFFECTS OF THE TENDER OFFER. SEE SECTION 2 AND SECTION 12. YOU ARE URGED TO CONSULT YOUR OWN FINANCIAL, LEGAL, TAX AND OTHER ADVISORS.

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The directors and executive officers of PGi are entitled to participate in the Tender Offer on the same basis as all other shareholders. However, our directors and executive officers, other than Boland T. Jones, our Chairman and Chief Executive Officer, have advised us that they will not tender Shares in the Tender Offer. Mr. Jones current intention is to tender or sell in the open market sufficient shares to repay his loan from us. See Section 10 for the current beneficial ownership of our directors and executive officers and further discussion of Mr. Jones’ loan. The equity ownership of our directors and executive officers who do not tender their Shares in the Tender Offer will increase proportionally as a percentage of our outstanding common stock following the consummation of the Tender Offer. In the event that our Chairman and CEO tenders Shares in the Tender Offer and such Shares are purchased pursuant to the Tender Offer, his proportional holdings of Shares as a percentage of our outstanding common stock will change to a greater or lesser extent, depending upon whether a larger or smaller number of Shares are purchased pursuant to the Tender Offer.

Except as described above, to PGi’s knowledge, none of its affiliates intends to tender any Shares in the Tender Offer.

The repurchase of shares of common stock pursuant to the Tender Offer is in addition to the Share repurchase program authorized by our Board of Directors in June 2006, pursuant to which PGi is authorized to repurchase up to 7 million outstanding shares of common stock, at prevailing market prices or in privately negotiated transactions. As of October 26, 2010, 1,749,700 Shares remain available for repurchase under this stock repurchase authorization. Whether or not we may make such repurchases or any additional repurchases will depend on many factors, including, without limitation, the number of Shares, if any, that we purchase in this Tender Offer, whether or not, in PGi’s judgment, such future repurchases would be accretive to earnings per Share, PGi’s business and financial performance and situation, the business and market conditions at the time, including the price of the Shares, and such other factors as PGi may consider relevant. Any future repurchases may be on the same terms or on terms that are more or less favorable to the selling shareholders than the terms of the Tender Offer. Rule 13e-4 of the Exchange Act prohibits PGi and its affiliates from purchasing any Shares, other than pursuant to the Tender Offer, until at least ten business days after the Expiration Time of the Tender Offer, except pursuant to certain limited exceptions provided in Rule 14e-5 of the Exchange Act.

Potential Benefits of the Tender Offer. PGi believes the Tender Offer will provide benefits to the Company and its shareholders, including the following:

• The Tender Offer will result in a capital structure that more effectively uses financial leverage at expected interest rates, thus making possible improved future earnings per share and cash flow per share for our continuing shareholders.

• The Tender Offer permits us to return value to shareholders upon the sale of PGiSend.

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• The Tender Offer provides our shareholders with an opportunity to obtain a premium and liquidity with respect to all or portion of their Shares, without potential disruption to the share price and the usual transaction costs associated with market sales.

• If we consummate the Tender Offer, we will return cash to our shareholders who elect to receive a return of capital, while shareholders who do not tender will increase their percentage ownership in PGi.

Potential Risks and Disadvantages of the Tender Offer. The Tender Offer also presents some potential risks and disadvantages to PGi and its continuing shareholders, including the following:

• By consummating the Tender Offer, we may reduce our ability to pay down our previously incurred indebtedness.

• Continued indebtedness could reduce our ability to cover existing contingent or other future liabilities or otherwise negatively impact our liquidity during periods of increased capital or operating expenditures.

• We may not be able to raise debt or equity financing in the future.

• Upon the completion of the Tender Offer, non-tendering shareholders and non-exercising, non-tendering option holders will realize a proportionate increase in their relative ownership interest in the Company.

Except as disclosed or incorporated by reference in this Offer to Purchase, PGi currently has no plans, proposals or negotiations underway that relate to or would result in:

• any extraordinary transaction, such as a merger, reorganization or liquidation, involving PGi or any of its subsidiaries;

• any purchase, sale or transfer of a material amount of assets of PGi or any of its subsidiaries;

• any material change in the present dividend rate or policy or indebtedness or capitalization of PGi;

• any change in the present Board of Directors or management of PGi, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the Board of Directors or to change any material term of the employment contract of any executive officer;

• any other material change in PGi’s corporate structure or business;

• any class of equity securities of PGi becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act or ceasing to be authorized for listing on the NYSE;

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• the suspension of PGi’s obligation to file reports under Section 15(d) of the Exchange Act;

• the acquisition by any person of additional securities of PGi, or the disposition by any person of securities of PGi, other than purchases pursuant to outstanding options to purchase Shares and outstanding restricted stock units granted to certain employees (including directors and officers); or

• any changes in PGi’s amended and restated articles of incorporation or second amended and restated bylaws or other governing instruments or other actions that could impede the acquisition of control of PGi.

Although we do not currently have any plans, other than as disclosed or incorporated by reference in this Offer to Purchase that relate to or would result in any of the events discussed above, as we evaluate opportunities, we may undertake or plan actions that relate to or could result in one or more of these events. We reserve the right to change our plans and intentions at any time as we deem appropriate.

3. Procedures for Tendering Shares.

Proper Tender of Shares. For shareholders to properly tender Shares under the Tender Offer:

• the Depositary must receive, at the Depositary’s address set forth on the back cover page of this Offer to Purchase, share certificates (or confirmation of receipt of such Shares under the procedure for book-entry transfer set forth below), together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an “Agent’s Message,” as defined below, in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal, before the Expiration Time, or

• the tendering shareholder must prior to the Expiration Time comply with the guaranteed delivery procedure set forth below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Shares, it is likely that, for administrative reasons, they have an earlier deadline for you to act to instruct them to accept the Tender Offer on your behalf. We urge you to immediately contact your broker, dealer, commercial bank, trust company or other nominee to find out their applicable deadline.

In accordance with Instruction 5 of the Letter of Transmittal, each shareholder desiring to tender Shares in the Tender Offer must properly indicate in the section captioned (1) “Shares Tendered at Price Determined by Stockholder” on the Letter of Transmittal the price (in multiples of $0.25) at which they are tendering Shares or (2) “Shares Tendered at Price Determined Pursuant to the Tender Offer” in the Letter of Transmittal that they will accept the Purchase Price determined by PGi in accordance with the terms of the Tender Offer.

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If tendering shareholders wish to maximize the chance that PGi will purchase their Shares, they should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could have the effect of decreasing the price at which PGi purchases tendered Shares because Shares tendered using this election will be available for purchase at the minimum price of $6.75 per Share and, as a result, this election could increase the chance of PGi purchasing all tendered Shares at the minimum price of $6.75 per Share.

A shareholder who desires to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which such shareholder tenders Shares, provided that a shareholder may not tender the same Shares (unless properly withdrawn previously in accordance with Section 4) at more than one price.

To tender Shares properly, shareholders must check one and only one price box in the appropriate section of each Letter of Transmittal. If you check more than one box or if you fail to check any box at all regarding the price at which you will tender your Shares you will not have validly tendered your Shares.

“Odd lot” holders who tender all Shares must complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to “odd lot” holders as set forth in Section 1.

Shareholders holding Shares in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company or other nominee must contact their broker, dealer, commercial bank, trust company or other nominee in order to tender their Shares. We urge shareholders who hold Shares through brokers, banks, dealers, commercial banks, trust companies or other nominee to consult such persons or entities to determine whether transaction costs are applicable if they tender Shares through such persons or entities and not directly to the Depositary.

Signature Guarantees and Method of Delivery. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program. Signatures on a Letter of Transmittal need not be guaranteed if:

• the Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this Section 3, shall include any participant in The Depository Trust Company (“DTC”) whose name appears on a security position listing as the owner of the Shares) tendered therewith and the holder has not completed either the box captioned “Special Delivery Instructions” or the box captioned “Special Payment Instructions” in the Letter of Transmittal; or

• if Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program, the New York Stock Exchange,

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Inc. Medallion Signature Program, the Stock Exchange Medallion Program, or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”). See Instruction 1 of the Letter of Transmittal.

If a share certificate is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an Eligible Institution.

PGi will make payment for Shares tendered and accepted for payment under the Tender Offer only after the Depositary timely receives share certificates or a timely confirmation of the book-entry transfer of the Shares into the Depositary’s account at DTC as described above, a properly completed and duly executed Letter of Transmittal, or an Agent’s Message in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal.

The method of delivery of all documents, including share certificates, the Letter of Transmittal and any other required documents, including delivery through DTC, is at the sole election and risk of the tendering shareholder. If you choose to deliver required documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). In all cases, sufficient time should be allowed to ensure timely delivery.

Book-Entry Delivery. The Depositary will establish an account with respect to the Shares for purposes of the Tender Offer at DTC within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in DTC’s system may make book-entry delivery of the Shares by causing DTC to transfer Shares into the Depositary’s account in accordance with DTC’s procedures for transfer. Although participants in DTC may effect delivery of Shares through a book-entry transfer into the Depositary’s account at DTC, either a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an Agent’s Message, and any other required documents must, in any case, be transmitted to and received by the Depositary at its address set forth on the back cover page of this Offer to Purchase before the Expiration Time; or the guaranteed delivery procedure described below must be followed if book-entry transfer of the Shares cannot be effected prior to the Expiration Time.

Delivery of the Letter of Transmittal and any other required documents to DTC does not constitute delivery to the Depositary.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that the participant has received and agrees to be

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bound by the terms of the Letter of Transmittal and that PGi may enforce the agreement against the participant.

Guaranteed Delivery. If a shareholder desires to tender Shares under the Tender Offer and the shareholder’s share certificates are not immediately available or the shareholder cannot deliver the share certificates to the Depositary before the Expiration Time, or the shareholder cannot complete the procedure for book-entry transfer on a timely basis, or if time will not permit all required documents to reach the Depositary before the Expiration Time, the shareholder may nevertheless tender the Shares, provided that the shareholder satisfies all of the following conditions:

• the shareholder makes the tender by or through an Eligible Institution;

• the Depositary receives by mail, overnight courier or facsimile transmission, before the Expiration Time, a properly completed and duly executed Notice of Guaranteed Delivery in the form PGi has provided with this Offer to Purchase, specifying the price at which the shareholder is tendering Shares, including (where required) a signature guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery; and

• the Depositary receives the share certificates, in proper form for transfer, or confirmation of book-entry transfer of the Shares into the Depositary’s account at DTC, together with a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile thereof, and including any required signature guarantees, or an Agent’s Message, and any other documents required by the Letter of Transmittal, within three NYSE trading days after the date of receipt by the Depositary of the Notice of Guaranteed Delivery.

Procedures for Holders of Options under an Equity Incentive Plan Currently Maintained by PGi. We are not offering, as part of the Tender Offer, to purchase any outstanding options, and tenders of unexercised options will not be accepted. Instead, option holders with vested but unexercised options to acquire PGi common stock (including options that will vest prior to the deadlines stated below for exercise or conditional exercise) Under an equity incentive plan currently maintained by PGi can participate in the Tender Offer in one of two ways.

First, an option holder may exercise vested but unexercised options in advance of the Expiration Time of the Tender Offer in accordance with the terms of the applicable equity incentive plan and tender the Shares received upon exercise into the Tender Offer. As the option exercise would not be conditional, the exercise cannot be revoked even if all or a portion of the Shares received upon the exercise and tendered in the Tender Offer are not purchased by PGi. Option holders must exercise their unexercised options no later than 4:00 P.M., New York City time, on November 29, 2010, in order to have sufficient time for the exercise to settle and for you to tender the Shares received upon exercise in the Tender Offer.

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Second, an option holder may conditionally exercise some or all of the holder’s vested but unexercised nonqualified options to purchase Shares and tender the remaining Shares, subject to acceptance in the Tender Offer. As a part of this conditional exercise, the option holder will be able to specify (1) the price at which the holder is willing to tender the underlying Shares, and (2) which options are tendered and the order in which they will be accepted if there is proration.

The exercise of options is “conditional” because the option holder exercises an option (and pays the exercise price and applicable taxes) only if and to the extent that (i) PGi purchases the underlying Shares pursuant to the Tender Offer and (ii) the Purchase Price exceeds the exercise price for the option. If any Shares underlying properly conditionally exercised options are accepted in the Tender Offer, the options will be exercised as to those Shares accepted. The proceeds from the tender for such holders will be equal to the number of accepted Shares underlying the exercised option, multiplied by the Purchase Price in the Tender Offer, less the aggregate exercise price of the exercised options. However, the amount of cash remitted to each holder will be reduced by the applicable employment and income tax withholding relating to the exercise of the options. This conditional exercise process will only be available for nonqualified options.

With respect to conditionally exercised options, if PGi does not purchase the underlying Shares due to the option holder tendering above the Purchase Price, proration or termination of the Tender Offer, the options for those Shares will not be deemed exercised and will remain outstanding. As of September 30, 2010, there were 469,836 shares underlying vested but unexercised options.

Holders of vested but unexercised options who wish to conditionally exercise their options to purchase Shares and tender the underlying Shares, subject to acceptance in the Tender Offer, should not use the Letter of Transmittal. Instead, they must properly complete and deliver the Option Election Form included with this Offer to Purchase to the address or facsimile number shown on the instructions thereto. The deadline for submitting instructions regarding the conditional exercise of options and the tender of the underlying Shares is 4:00 p.m., New York City time, on November, 29, 2010.

If you are a holder of vested but unexercised options, you should evaluate this Offer to Purchase carefully to determine if participation would be advantageous to you, based on your option exercise prices, the date of your option grants, the years left to exercise your options, the range of tender prices and the provisions for prorated purchases described in Section 1. We strongly encourage you to discuss the Tender Offer with your tax advisor, broker and/or financial advisor.

Holders of options may not tender Shares represented by such awards unless they are fully vested or will be by 4:00 p.m., New York City time on November 29, 2010.

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Holders of stock awards (other than stock options) under an equity incentive plan maintained by PGi may not tender Shares or Shares represented by such awards unless they are fully vested or will be by the Expiration Time (or such earlier time as may be applicable to a particular holder) and in the case of phantom awards and units are fully vested and settled or will be by the Expiration Time (or such earlier time as may be applicable to a particular holder).

Procedures for Participants in the Premiere Global Services, Inc. 401(k) Plan. Participants who hold interests in shares of PGi common stock through the Premiere Global Services, Inc. 401(k) Plan (“Plan Shares”) desiring to direct the trustee for the plan to tender any Plan Shares held through their accounts under the plan pursuant to the Tender Offer must instruct the trustee to tender such Plan Shares by properly completing, duly executing and returning to the tabulator the direction forms sent separately to such participants by PGi. The tabulator for the 401(k) Plan will then aggregate all such tenders and provide the necessary information to the trustee, who will execute letters of transmittal on behalf of all plan participants desiring to tender Plan Shares. Delivery of a Letter of Transmittal by a participant in the 401(k) Plan with respect to any Plan Shares does not constitute proper tender of such Shares. Only the trustee can properly tender any Plan Shares. The deadline for submitting election forms for Plan Shares to the tabulator is earlier than the Expiration Time because of the need to tabulate participant instructions. If the tabulator for the 401(k) Plan has not received a participant’s instructions by no later than 4:00 p.m., New York City time, on Monday, November 29, 2010, the trustee will not tender any Plan Shares held on behalf of that participant under the 401(k) Plan. If a shareholder desires to tender Shares owned outside of the 401(k) Plan, as well as Plan Shares, such shareholder must properly complete and duly execute a Letter of Transmittal for the Shares owned outside the 401(k) Plan and deliver such Letter of Transmittal directly to the Depositary, and follow the special instructions provided by PGi for directing the trustee to tender Plan Shares. Please direct any questions regarding the tender of Plan Shares or the withdrawal of Plan Shares previously tendered to the trustee in accordance with the procedures described in the separate materials provided to plan participants.

Federal Backup Withholding Tax. Under the federal income tax backup withholding rules, as more fully described below in Section 13, 28% of the gross proceeds payable to a shareholder or other payee pursuant to the Tender Offer must be withheld and remitted to the IRS, unless the shareholder or other payee provides his or her taxpayer identification number (employer identification number or social security number) to the Depositary and certifies under penalties of perjury that such number is correct or otherwise establishes an exemption. Certain shareholders (including, among others, all corporations and certain Non-U.S. Holders (as defined below in Section 13)) are not subject to backup withholding. In order for a Non-U.S. Holder to qualify as an exempt recipient, that shareholder must submit an IRS Form W-8BEN or other applicable form, signed under penalties of perjury, attesting to that individual’s exempt status. Tendering shareholders can obtain the applicable forms from the Depositary. See Instruction 11 of the Letter of Transmittal.

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TO PREVENT U.S. FEDERAL BACKUP WITHHOLDING TAX ON THE GROSS PAYMENTS MADE TO YOU FOR SHARES PURCHASED UNDER THE TENDER OFFER, IF YOU DO NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING, YOU MUST PROVIDE THE DEPOSITARY WITH YOUR CORRECT TAXPAYER IDENTIFICATION NUMBER AND PROVIDE OTHER INFORMATION BY COMPLETING THE FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL.

Federal Income Tax Withholding for Non-U.S. Holders. Gross proceeds payable pursuant to the Tender Offer to a Non-U.S. Holder or his or her agent will be subject to withholding of federal income tax at a rate of 30%, unless an exemption applies, as further discussed in Section 13. Non-U.S. Holders should consult their own tax advisors regarding the tax consequences to them of participating in the Tender Offer, including the application of federal income tax withholding, their potential eligibility for a withholding tax reduction or exemption, and the refund procedure.

For a discussion of the material United States federal income tax consequences to tendering shareholders, see Section 13.

Return of Unpurchased Shares. The Depositary will return certificates for unpurchased Shares promptly after the expiration or termination of the Tender Offer or the proper withdrawal of the Shares, as applicable, or, in the case of Shares tendered by book-entry transfer at DTC, the Depositary will credit the Shares to the appropriate account maintained by the tendering shareholder at DTC, in each case without expense to the shareholder.

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. PGi will determine, in its sole discretion, all questions as to the number of Shares that it will accept, the price that it will pay for Shares that it accepts and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, and this determination will be final and binding on all parties, subject to a challenge of such determination in a court of competent jurisdiction. PGi reserves the absolute right to reject any or all tenders of any Shares that it determines are not in proper form or the acceptance for payment of or payment for which PGi determines may be unlawful. PGi also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular Shares or any particular shareholder, and PGi’s interpretation of the terms of the Tender Offer will be final and binding on all parties, subject to a challenge of such determination in a court of competent jurisdiction. No tender of Shares will be deemed to have been properly made until the shareholder cures, or PGi waives, all defects or irregularities. None of PGi, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give this notification.

Tendering Shareholder’s Representation and Warranty; PGi’s Acceptance Constitutes an Agreement. A tender of Shares under any of the procedures described above will constitute the tendering shareholder’s acceptance of the terms and conditions of the Tender Offer, as well as the tendering shareholder’s representation and warranty to PGi that:

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• the shareholder has a “net long position” in the Shares or equivalent securities at least equal to the Shares tendered within the meaning of Rule 14e-4 of the Exchange Act; and

• the tender of Shares complies with Rule 14e-4.

It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender Shares for that person’s own account unless, at the time of tender and at the end of the proration period or period during which Shares are accepted by lot (including any extensions thereof), the person so tendering:

• has a net long position equal to or greater than the amount tendered in the Shares; or

• securities immediately convertible into, or exchangeable or exercisable for, the Shares; and

will deliver or cause to be delivered the Shares in accordance with the terms of the Tender Offer.

Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. PGi’s acceptance for payment of Shares tendered under the Tender Offer will constitute a binding agreement between the tendering shareholder and PGi upon the terms and conditions of the Tender Offer.

Lost or Destroyed Certificates. Shareholders whose share certificate for part or all of their Shares has been lost, stolen, misplaced or destroyed should promptly contact American Stock Transfer & Trust Company, LLC, the transfer agent for PGi Shares, at (800) 937-5449 (toll-free) for instructions as to obtaining a replacement share certificate and/or an affidavit of loss. That share certificate or affidavit of loss will then be required to be submitted together with the Letter of Transmittal in order to receive payment for Shares that are tendered and accepted for payment. The shareholder may be required to post a bond to secure against the risk that the original share certificate may subsequently emerge. We urge shareholders to contact American Stock Transfer & Trust Company, LLC immediately in order to permit timely processing of this documentation and determination of whether you will need to post a bond.

Shareholders must deliver share certificates, together with a properly completed and duly executed Letter of Transmittal, including any signature guarantees, or an Agent’s Message, and any other required documents to the Depositary and not to PGi, the Dealer Manager, or the Information Agent. None of PGi, the Dealer Manager, or the Information Agent will forward any such documents to the Depositary and delivery of any such documents to PGi, the Dealer Manager, or the Information Agent will not constitute a proper tender of Shares.

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4. Withdrawal Rights

Shareholders may withdraw Shares tendered under the Tender Offer at any time prior to the Expiration Time. Thereafter, such tenders are irrevocable, except that they may be withdrawn after 12:00 Midnight, New York City time, on December 21, 2010, unless accepted for payment before that time as provided in this Offer to Purchase.

For a withdrawal to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at the Depositary’s address set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering shareholder, the number of Shares that the shareholder wishes to withdraw and the name of the registered holder of the Shares. If the share certificates to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the share certificates, the serial numbers shown on the share certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless the Shares have been tendered for the account of an Eligible Institution. If a shareholder has tendered Shares under the procedure for book-entry transfer set forth in Section 3, any notice of withdrawal also must specify the name and the number of the account at DTC to be credited with the withdrawn Shares and must otherwise comply with DTC’s procedures.

PGi will determine all questions as to the form and validity (including the time of receipt) of any notice of withdrawal, in its sole discretion, and such determination will be final and binding on all parties, subject to a challenge of such determination in a court of competent jurisdiction. PGi reserves the absolute right to waive any defect or irregularity in the notice of withdrawal or method of withdrawal of Shares by any shareholder, whether or not PGi waives similar defects or irregularities in the case of any other shareholder. None of PGi, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give this notification.

Conditional exercises of options to purchase Shares and tender the underlying Shares, subject to acceptance in the Tender Offer, may be withdrawn in accordance with the procedures set forth in the Instructions for Tender through Conditional Exercise of Options sent separately to each option holder.

A shareholder may not rescind a withdrawal, and PGi will deem any Shares that a shareholder properly withdraws not properly tendered for purposes of the Tender Offer, unless the shareholder properly re-tenders the withdrawn Shares before the Expiration Time by following one of the procedures described in Section 3.

If PGi extends the Tender Offer, is delayed in its purchase of Shares, or is unable to purchase Shares pursuant to the Tender Offer for any reason, then, without prejudice to the Company’s rights under the Tender Offer, the Depositary may, subject to applicable law, retain tendered Shares on behalf of PGi, and such Shares may not be withdrawn, except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4.

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5. Purchase of Shares and Payment of Purchase Price.

Upon the terms and subject to the conditions of the Tender Offer, promptly following the Expiration Time, PGi:

• will determine the Purchase Price it will pay for Shares properly tendered and not properly withdrawn before the Expiration Time, taking into account the number of Shares so tendered and the prices specified by tendering shareholders, and

• will accept for payment and pay for, and thereby purchase, Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn prior to the Expiration Time.

For purposes of the Tender Offer, PGi will be deemed to have accepted for payment, and therefore purchased, Shares that are properly tendered at or below the Purchase Price and are not properly withdrawn, subject to the “odd lot” and proration provisions of the Tender Offer, only when, as and if it gives oral or written notice to the Depositary of its acceptance of the Shares for payment under the Tender Offer.

Upon the terms and subject to the conditions of the Tender Offer, promptly after the Expiration Time, PGi will accept for payment and pay a single per Share Purchase Price not greater than $7.75 nor less than $6.75 per Share for such maximum number of Shares properly tendered and not properly withdrawn that result in an aggregate purchase price of not more than $50,000,000, subject to increase or decrease as provided in Sections 1 and 16.

In all cases, payment for Shares tendered and accepted for payment pursuant to the Tender Offer will be made promptly, taking into account any time necessary to determine any proration, but only after timely receipt by the Depositary of (1) certificates for Shares, or a timely book-entry confirmation of the deposit of Shares into the Depositary’s account at DTC, (2) a properly completed and duly executed Letter of Transmittal (or manually signed facsimile of the Letter of Transmittal) including any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and (3) any other required documents.

PGi will pay for Shares that it purchases under the Tender Offer by depositing the aggregate purchase price for these Shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from PGi and transmitting payment to the tendering shareholders.

In the event of proration, PGi will determine the proration factor and pay for those tendered Shares accepted for payment promptly after the Expiration Time. Shares tendered and not purchased, including all Shares tendered at prices greater than the Purchase Price and Shares that PGi does not accept for purchase due to proration, will be returned to the tendering shareholder, or, in the case of Shares

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tendered by book-entry transfer, will be credited to the account maintained with DTC by the participant therein who so delivered the Shares, at PGi’s expense, promptly after the Expiration Time or termination of the Tender Offer without expense to the tendering shareholders.

Under no circumstances will PGi pay interest on the Purchase Price, regardless of any delay in making the payment. If certain events occur, PGi may not be obligated to purchase Shares under the Tender Offer. See Section 6.

PGi will pay all stock transfer taxes, if any, payable on the transfer to it of Shares purchased under the Tender Offer. If, however,

• payment of the Purchase Price is to be made to any person other than the registered holder;

• certificate(s) for Shares not properly tendered or tendered but not purchased are to be returned in the name of and to any person other than the registered holder(s) of such Shares; or

• if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal

the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the Purchase Price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted to the Depositary. See Instruction 9 of the Letter of Transmittal.

6. Conditions of the Tender Offer

Notwithstanding any other provision of the Tender Offer, PGi will not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Tender Offer or may postpone the acceptance for payment of, or the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f) under the Exchange Act, if, at any time on or after October 26, 2010 and before the Expiration Time, any of the following events shall have occurred (or shall have been reasonably determined by PGi to have occurred) and, in PGi’s reasonable judgment and regardless of the circumstances giving rise to the event or events, such event or events make it inadvisable to proceed with the Tender Offer or with acceptance for payment:

• there shall have been threatened or instituted or there shall be pending any action, suit, proceeding or application by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, before any court, authority, agency or other tribunal or arbitrator or arbitration panel that directly or indirectly challenges or seeks to challenge, restrain, prohibit, delay or otherwise affect the making of the Tender Offer, the acquisition by us of some or all of the Shares under the Tender Offer or

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otherwise relates in any manner to the Tender Offer or seeks to obtain material damages in respect of the Tender Offer; or in PGi’s reasonable judgment, could materially and adversely affect the business, condition (financial or other), assets, income, operations or prospects of PGi or any of its subsidiaries, or otherwise materially impair the contemplated future conduct of the business of PGi or any of its subsidiaries;

• there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction (preliminary, permanent or otherwise) threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Tender Offer or PGi or any of its subsidiaries, by any court or any authority, agency or body, domestic, foreign or supranational, that, in PGi’s reasonable judgment, would or might, directly or indirectly:

  • indicate that any approval or other action of any such court, agency, authority or body may be required in connection with the Tender Offer or the purchase of Shares thereunder;

  • make the acceptance for payment of, or payment for, some or all of the Shares illegal or otherwise restrict or prohibit completion of the Tender Offer;

  • delay or restrict the ability of PGi, or render PGi unable, to accept for payment or pay for some or all of the Shares;

  • materially impair our ability to consummate the Tender Offer; or

  • materially and adversely affect the business, condition (financial or other), assets, liabilities, capitalization, shareholders’ equity, results of operations, income, operations or prospects of PGi, or any of its subsidiaries, or otherwise materially impair the contemplated future conduct of the business of PGi or any of its subsidiaries or the value of or trading in the Shares;

• There shall have occurred any of the following:

  • any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States or the European Union;

  • the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or the European Union, whether or not mandatory;

  • a material change in United States or any other currency exchange rates or a suspension of or limitation on the markets therefor;

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• the commencement or escalation of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories or any other jurisdiction in which PGi or any of its subsidiaries have an office, including but not limited to an act of terrorism;

• any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event, or any disruption or adverse change in the financial or capital markets generally or the market for loan syndications in particular, that, in PGi’s reasonable judgment, might affect the extension of credit by banks or other lending institutions in the United States or the European Union;

• any change in the general political, market, economic, financial or industry conditions in the United States or abroad that could, in the reasonable judgment of PGi, have a material adverse effect on the business, condition (financial or other), assets, liabilities, capitalization, shareholders’ equity, results of operations, income, operations or prospects of PGi or any of its subsidiaries, on the value of or trading in the Shares, or on our ability to consummate the Tender Offer, or otherwise materially impair the contemplated future conduct of the business of PGi or any of its subsidiaries;

• any decline in the market price of the Shares or the Dow Jones Industrial Average, New York Stock Exchange Index, NASDAQ Composite Index, Standard and Poor’s 500 Composite Index by a material amount (including, without limitation, an amount greater than 10%) from the close of business on October 22, 2010;

• a tender offer or exchange offer for any or all of the Shares (other than this Tender Offer), or any merger, acquisition, business combination or other similar transaction with or involving PGi or any of its subsidiaries or affiliates, shall have been proposed, announced or made by any person or shall have been publicly disclosed or we shall have entered into a definitive agreement or agreement in principle with any person with respect to any merger, acquisition, business combination or other similar transaction;

• any change or combination of changes shall have occurred or been threatened in the business, condition (financial or other), assets, liabilities, capitalization, shareholders’ equity, results of operations, income, operations, prospects or stock ownership of PGi or any of its subsidiaries, that in PGi’s reasonable judgment is or may reasonably be likely to be material and adverse to PGi or any of its subsidiaries or that otherwise materially impairs the contemplated future conduct of the business of PGi or any of its subsidiaries, the value of or trading in the Shares, or our ability to consummate the Tender Offer; or

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• we shall have learned that any entity, “group” (as that term is used in Section 13(d)(3) of the Exchange Act) or person (1) has acquired or proposes to acquire beneficial ownership of more than 5% of our outstanding Shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right (options for and other rights to acquire Shares that are acquired or proposed to be acquired being deemed to be immediately exercisable or convertible for purposes of this clause), or otherwise (other than anyone who publicly disclosed such ownership in a filing with the SEC on or before October 25, 2010), (2) who has filed a Schedule 13D or Schedule 13G with the SEC on or before October 25, 2010 has acquired or proposes to acquire, whether through the acquisition of Shares, the formation of a group, the grant of any option or right (options for and other rights that are acquired or proposed to be acquired being deemed to be immediately exercisable or convertible for purposes of this clause), or otherwise (other than by virtue of consummation of the Tender Offer), beneficial ownership of an additional 1% or more of our outstanding Shares or (3) shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire us or any of our subsidiaries or any of our or their respective assets or securities.

• PGi reasonably determines that the completion of the Tender Offer and the purchase of the Shares may:

  • cause the Shares to be held of record by fewer than 300 persons;

  • cause the Shares to cease to be traded on or otherwise to be delisted from the NYSE; or

  • cause the Shares to be eligible for deregistration under the Exchange Act.

The foregoing conditions are for the sole benefit of PGi and may be asserted by PGi regardless of the circumstances giving rise to any of these conditions, and may be waived by PGi, in whole or in part, at any time and from time to time, before the Expiration Time, in its sole discretion. PGi’s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of these rights, and each of these rights shall be deemed an ongoing right that may be asserted at any time and from time to time. Any determination or judgment by PGi concerning the events described above will be final and binding on all parties.

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7. Price Range of Shares; Dividends

The shares of common stock have been listed on the NYSE under the ticker symbol “PGI”. The following table sets forth the high and low sales prices for PGi common stock for each of the quarterly periods presented as quoted on the NYSE.

	High	Low
2008
First Quarter	$15.70	$10.64
Second Quarter	$16.00	$13.40
Third Quarter	$16.90	$13.48
Fourth Quarter	$14.02	$5.18
2009
First Quarter	$10.74	$6.80
Second Quarter	$12.93	$8.41
Third Quarter	$10.97	$7.63
Fourth Quarter	$8.34	$7.20
2010
First Quarter	$8.77	$7.43
Second Quarter	$10.00	$6.28
Third Quarter	$7.08	$4.96
Fourth Quarter	$7.60	$6.20
(through October 26, 2010)

We publicly announced our intention to make the Tender Offer (including disclosure of the minimum and maximum prices) after market close on October 26, 2010. On October 26, 2010, the reported closing price of the Shares on the NYSE was $6.20 per Share. The average of the reported closing prices of the Shares on the NYSE over the ten trading days immediately prior to and including October 26, 2010 was $7.07 per Share.

On October 25, 2010, the last full trading day prior to the commencement of the Tender Offer, the reported closing price of the common stock on the NYSE was $6.46. We urge shareholders to obtain current market quotations for the Shares before deciding whether, and at what price, to tender Shares pursuant to the Tender Offer.

We have never paid cash dividends on our Shares, and the current policy of our Board of Directors is to retain any available earnings for use in the operation and expansion of our business. The payment of cash dividends on our Shares is unlikely in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our Board and will depend upon our earnings, capital requirements, financial condition and any other factors deemed relevant by our Board.

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Our credit facility contains customary prohibitions on our ability to declare any cash dividends on our Shares until all obligations under the line of credit are paid in full and all letters of credit have been terminated.

8. Source and Amount of Funds.

Approximately $50.0 million will be required to purchase Shares in the Tender Offer, assuming the Tender Offer is fully subscribed. We expect that the fees and expenses that we will incur in connection with the Tender Offer will be approximately $500,000. We intend to use proceeds from the sale of PGiSend to purchase shares tendered in the Tender Offer, and to pay related fees and expenses. Additionally, if we increase the maximum aggregate purchase price for the Shares tendered in the Tender Offer, we may obtain a portion of the funds necessary to purchase such Shares from borrowing under our credit facility, as described below.

PGi maintains a credit facility agented by Bank of America, N.A., consisting of a $275.0 million revolver and a $75.0 million accordion feature, which allows for additional credit commitments up to a maximum of $300 million, subject to its terms and conditions. Our subsidiary, American Teleconferencing Services, Ltd., or ATS, is the borrower under the credit facility, with PGi and certain of its material domestic subsidiaries guaranteeing the obligations of ATS under the credit facility, which is secured by substantially all of its assets and the assets of its material domestic subsidiaries. In addition, PGi has pledged as collateral all of the issued and outstanding stock of its material domestic subsidiaries and 65% of its material foreign subsidiaries.

Future proceeds drawn under the credit facility can be used for working capital, capital expenditures, acquisitions and other general corporate purposes. The annual interest rate applicable to borrowings under the credit facility, at PGi’s option, is (1) the base rate (the greater of either the federal funds rate plus one-half of one percent, the prime rate or one-month LIBOR plus one and one-half percent) plus an applicable percentage that varies based on PGi’s consolidated leverage ratio at quarter end, or (2) LIBOR for one, two, three, nine or twelve months adjusted for a percentage that represents the Federal Reserve Board’s reserve percentage plus an applicable percentage that varies based on PGi’s consolidated leverage ratio at quarter end.

The availability of loans under the credit facility is subject to customary conditions, including the absence of any defaults thereunder and the accuracy of our representations and warranties contained therein. The credit facility contains customary restrictive covenants, including financial covenants.

The above summary of certain material terms of our credit facility is qualified in its entirety by the terms of our Credit Agreement and all amendments thereto, which are filed as exhibits to the Company’s Schedule TO described in Section 10 and which are incorporated herein by reference. The foregoing summary may not contain all of the

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information about the financing that is important to you. We encourage you to read the credit agreement and its amendments carefully and in their entirety.

9. Certain Information Concerning PGi.

PGi is a global application software and services company that enables real-time, virtual meetings. For almost 20 years, we have innovated technologies to empower people to connect, collaborate and come together in more enjoyable and productive ways. Every month, we bring together over 15 million people in nearly 4 million virtual meetings. Headquartered in Atlanta, PGi has a presence in 24 countries worldwide and an established base of greater than 30,000 customers, including 75% of the Fortune 100. For more information, visit us at www.pgi.com.

Sale of Xpedite. On October 21, 2010 PGi announced the completion of its sale of PGiSend to EasyLink Services International Corporation for $105.0 million in cash, subject to post-closing working capital adjustments.

Results of Operations. Shareholders are advised to review PGi’s earnings release for the quarterly period ending September 30, 2010, published on October 21, 2010. We expect that our Quarterly Report on Form 10-Q for such quarterly period will be filed prior to the expiration of the Tender Offer, and shareholders are advised to review the Form 10-Q when available.

Additional Information. PGi is subject to the information requirements of the Exchange Act, and, in accordance therewith, files periodic reports, proxy statements and other information relating to its business, financial condition and other matters. PGi is required to disclose in these proxy statements certain information, as of particular dates, concerning the PGi directors and executive officers, their compensation, securities granted to them, the principal holders of the securities of PGi and any material interest of such persons in transactions with PGi. Pursuant to Rule 13e-4(c)(2) under the Exchange Act, PGi has filed with the SEC an Issuer Tender Offer Statement on Schedule TO which includes additional information with respect to the Tender Offer. This material and other information may be inspected at the public reference facilities maintained by the SEC at Public Reference Room, 100 F Street, NE, Washington, DC 20549. Copies of this material can also be obtained by mail, upon payment of the SEC’s customary charges, by writing to the Public Reference Section at 100 F Street, NE, Washington, DC 20549. The SEC also maintains a web site on the Internet at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants, like the Company, that file electronically with the SEC.

Incorporation by Reference. The rules of the SEC allow us to “incorporate by reference” information into this Offer to Purchase, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. These documents contain important information about us.

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SEC Filings (File No. 001-13577)	Period or Date Filed
Annual Report on Form 10-K	Year ended December 31, 2009 (including certain information specifically incorporated by reference into the Annual Report on Form 10-K from PGi’s definitive proxy statement filed on April 23, 2010)
Quarterly Report on Form 10-Q	Quarter ended March 31, 2010
Quarterly Report on Form 10-Q	Quarter ended June 30, 2010
Current Reports on Form 8-K	Filed on July 22, 2010, July 30, 2010, October 21, 2010, and October 26, 2010.

We incorporate by reference the documents listed above (except to the extent that any such filing or the information contained in such filing is deemed “furnished” and not “filed” in accordance with SEC rules). You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive offices at the following address 3280 Peachtree Road NE, The Terminus Building, Suite 1000, Atlanta, Georgia 30305, telephone number (404) 262-8400. Please be sure to include your complete name and address in the request.

Shares Outstanding. As of September 30, 2010, we had 60,407,208 issued outstanding Shares and 469,836 Shares underlying vested but unexercised options. Since the Purchase Price will only be determined after the Expiration Time, the number of Shares that will be purchased will not be known until after that time. Based on an aggregate purchase price of $50,000,000, if the Purchase Price is determined to be $6.75 per Share, the minimum Purchase Price under the Tender Offer, the maximum number of Shares that will be purchased under the Tender Offer is approximately 7,407,407. Assuming that the Tender Offer is fully subscribed and based on an aggregate purchase price of $50,000,000, if the Purchase Price is determined to be $7.75 per Share, the maximum Purchase Price under the Tender Offer, the minimum number of Shares that will be purchased under the Tender Offer is approximately 6,451,613. The maximum of approximately 7,407,407 Shares that PGi is offering to purchase under the Tender Offer represents approximately 12% of the total number of Shares issued and outstanding, and approximately 12% of shares assuming exercise of all vested but unexercised options, as of September 30, 2010. Assuming the Tender Offer is fully subscribed, the minimum of approximately 6,451,613 Shares that PGi is offering to purchase under the Tender Offer represents approximately 11% of the total number of Shares issued and outstanding, and approximately 11% of shares assuming exercise of all vested but unexercised options, as of September 30, 2010.

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10. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares.

Interests of Directors and Executive Officers. As of September 30, 2010, we had 60,407,208 issued and outstanding Shares, and PGi’s directors and executive officers as a group (10 individuals) beneficially owned an aggregate of 5,195,695 Shares, representing approximately 8.6% of the outstanding shares of common stock assuming conversion, vesting or exercise of certain PGi equity securities as described below.

The directors and executive officers of PGi are entitled to participate in the Tender Offer on the same basis as all other shareholders. However, our directors and executive officers, other than Boland T. Jones, our Chairman and Chief Executive Officer, have advised us that they will not tender Shares in the Tender Offer. Mr. Jones current intention is to tender or sell in the open market sufficient shares to repay his loan from us or to repay other borrowings from third parties used to repay his loan from us. The equity ownership of our directors and executive officers who do not tender their Shares in the Tender Offer will increase proportionally as a percentage of our outstanding common stock following the consummation of the Tender Offer. In the event that our Chairman and CEO tenders Shares in the Tender Offer and such Shares are purchased pursuant to the Tender Offer, his proportional holdings of Shares as a percentage of our outstanding common stock will change to a greater or lesser extent, depending upon whether a larger or smaller number of Shares are purchased pursuant to the Tender Offer.

Loans to Boland T. Jones. As referred to above, we have made loans to Boland T. Jones, our Chairman of the Board and Chief Executive Officer, which loans are secured by our common stock held directly by Mr. Jones and by Seven Gables Partnership, L.P., a limited partnership whose general partner is Seven Gables Management Company, LLC and whose limited partner is a trust of which Mr. Jones was the grantor and his wife the trustee. Seven Gables Management Company, LLC is a limited liability company of which Mr. Jones and his wife are the sole members. The loans were made pursuant to Mr. Jones’ then current employment agreement for the exercise price of certain stock options and the taxes related thereto. We had a legal commitment to make these loans prior to July 30, 2002 (the date on which loans to executive officers were prohibited by changes in applicable law), without having any discretion or termination right with respect to these existing obligations. Such obligations and loans have not been modified or extended in any way. Each loan is evidenced by a recourse promissory note bearing interest at the applicable federal rate and is secured by 1,330,753 Shares as disclosed in the “Certain Transactions” section of our 2010 proxy statement. As of October 31, 2010, the aggregate outstanding loan amount (including accrued interest) for Mr. Jones will be $1,903,967. These loans currently outstanding mature on October 31, 2010. No payments are due prior to the due date of each loan. The terms of these loans are as follows:

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Name	Amount of Loan as of 9/30/2010	Interest Rate	Due Date	Shares Pledged	Value of Collateral as of 9/30/2010
Boland T. Jones	$1,778,920	5.96%	10/31/2010	1,330,753*	$9,421,731*
	$   116,078	5.43%	10/31/2010	1,330,753*	$9,421,731*
Total	$1,894,998

* Separate loans are secured by the same shares of our common stock. The value of such shares is only included once to determine the total value of collateral.

Except as described above, to PGi’s knowledge, none of its affiliates intends to tender any Shares in the Tender Offer.

Beneficial Ownership. The following table presents information as of October 26, 2010, relating to the beneficial ownership of PGi’s capital stock by (1) each director and executive officer of PGi and (2) all directors and executive officers of PGi as a group.

Except as set forth in the table, such persons listed in the table may be contacted at PGi’s corporate headquarters at 3280 Peachtree Road NE, The Terminus Building, Suite 1000, Atlanta, Georgia 30305.

For each listed person, the number of shares of PGi’s common stock and the percentage of each such class listed assume the conversion or exercise of certain of PGi’s equity securities, as described below, owned by such person, but do not assume the conversion or exercise of any equity securities owned by any other person, entity or group. For each listed person, the number of shares of PGi’s common stock and the percentage of each such class listed include shares of PGi’s common stock that may be acquired by such person, entity or group on the conversion, vesting or exercise of equity securities, such as stock options, that can be converted or exercised, restricted stock that vests and becomes non-forfeitable and restricted stock units that have or will have vested and be settled, within 60 days of October 26, 2010.

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BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned (1)	Percent of Common Stock Owned (2)
Boland T. Jones	4,157,766 (3)	6.9
David E. Trine	100,000 (4)	*
Theodore P. Schrafft	297,022 (5)	*
David M. Guthrie	91,857 (6)	*
Jeffrey T. Arnold	155,867 (7)	*
Wilkie S. Colyer	200,935 (8)	*
John R. Harris	113,012 (9)	*
W. Steven Jones	29,625 (10)	*
Raymond H. Pirtle, Jr.	15,718 (11)	*
J. Walker Smith, Jr.	33,893 (12)	*
All current executive officers and directors as a group (10 persons)	5,195,695 (13)	8.6

(1)	Beneficial ownership is determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person who has voting or investment power with respect to such shares. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of October 26, 2010 are deemed to be outstanding and to be beneficially owned by the person holding such 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)	Percent of common stock owned is based on 60,407,208 Shares outstanding as of September 30, 2010.
(3)	Includes 2,153,949 shares and 562,500 restricted shares held of record by Mr. Jones, 4,881 shares held in the 401(k) Plan for the benefit of Mr. Jones, 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, 105,093 shares held in trust and 1,330,753 shares held by Seven Gables Partnership, L.P., a limited partnership whose general partner is Seven Gables Management Company, LLC, a limited liability company whose sole members are Mr. and Mrs. Jones. Does not include 450 shares held of record by Mr. Jones’ spouse, as custodian for the benefit of two unrelated minor children under the

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	Uniform Gifts to Minors Act, or 55,427 shares held in a trust as to which shares Mr. Jones disclaims beneficial ownership. There are 1,330,753 shares held by Mr. Jones and Seven Gables Partnership, L.P., which are pledged as security for loans made by us to Mr. Jones. The address of Mr. Jones is 3280 Peachtree Road NE, The Terminus Building, Suite 1000, Atlanta, Georgia 30305.
(4)	Includes 25,000 shares and 75,000 restricted shares held of record by Mr. Trine.
(5)	Includes 150,475 shares and 141,667 restricted shares held of record by Mr. Schrafft and 4,880 shares held in our 401(k) plan for the benefit of Mr. Schrafft.
(6)	Includes 91,857 shares held of record by Mr. Guthrie.
(7)	Includes 155,867 shares held of record by Mr. Arnold.
(8)	Includes 100,935 shares held of record by Mr. Colyer and 100,000 shares subject to options currently exercisable.
(9)	Includes 38,012 shares held of record by Mr. Harris and 75,000 shares subject to options currently exercisable.
(10)	Includes 29,625 shares held of record by Mr. Steven Jones.
(11)	Includes 15,718 shares held of record by Mr. Pirtle.
(12)	Includes 1,000 shares held of record jointly by Mr. Smith and his spouse and 32,893 shares held of record by Mr. Smith.
(13)	Includes 175,000 shares subject to options currently exercisable.

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BENEFICIAL OWNERSHIP OF 5%+ SHAREHOLDERS

The following table sets forth information regarding beneficial ownership of our common stock by each shareholder who is known by PGi to beneficially own 5% or more of our Shares:

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned	Percent of Common Stock Owned
T. Rowe Price Associates, Inc.	6,417,800 (1)	10.6
Frontier Capital Management Co., LLC	4,522,709 (2)	7.5
BlackRock, Inc.	4,113,869 (3)	6.9
FMR LLC	3,458,800 (4)	5.8

(1)	On February 12, 2010, T. Rowe Price Associates, Inc. (100 E. Pratt Street, Baltimore, MD 21202) filed a Schedule 13G/A with the SEC, which states that T. Rowe Price is a registered investment advisor for various individuals and institutional investors with sole voting power over 1,696,000 shares of our common stock and sole dispositive power over 6,417,800 shares. According to the Schedule 13G/A, none of T. Rowe Price’s investors individually owns five percent or more of our common stock, and T. Rowe Price expressly disclaims beneficial ownership of these shares.
(2)	On February 12, 2010, Frontier Capital Management Co., LLC (99 Summer Street, Boston, MA 02110) filed a Schedule 13G with the SEC, which states that Frontier is a registered investment advisor and beneficially owns 4,522,709 shares of our common stock, with sole voting and dispositive power over 4,552,709 shares. According to the Schedule 13G, none of Frontier’s investors individually owns five percent or more of our common stock.
(3)	On January 29, 2010, BlackRock, Inc. (40 East 52nd Street, New York, NY 10022) filed a Schedule 13G with the SEC, which states that BlackRock is a parent holding company and beneficially owns 4,113,869 shares of our common stock with sole voting and dispositive power over 4,113,869 shares. According to the Schedule 13G, none of BlackRock’s subsidiaries, which includes substantially all of Barclays Global Investors, NA and its affiliates since its acquisition of Barclays in December 2009, individually owns five percent or more of our common stock.
(4)	On February 16, 2010, FMR LLC (82 Devonshire Street, Boston, Massachusetts 02109) filed a Schedule 13G/A with the SEC, which states that FMR is a parent holding company and beneficially owns 3,458,000 shares of our common stock, with sole dispositive power over 3,458,000 shares. According to Exhibit A included with the Schedule 13G, Fidelity Management & Research Company, which is a wholly-owned subsidiary of FMR and a registered investment adviser, is the beneficial owner of 3,458,000 shares with sole voting power over 3,458,000 shares. According to the Schedule 13G, no other individual FMR account holds five percent or more of our common stock.

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Transactions and Arrangements Concerning Shares

Based on our records and on information provided to us by the Company’s directors, executive officers, affiliates and subsidiaries, none of the Company or any of its directors, executive officers, affiliates or subsidiaries has effected any transactions involving the Shares during the 60 days prior to October 26, 2010, except as provided below:

Transactions in Subject Securities in Last Sixty Days
Name of Person who Effected Transaction	Date of Transaction	Amount of Securities Involved	Price Per Share	Where and How the Transaction was Effected
Boland T. Jones	9/30/2010	15,918	$7.08	Shares withheld to satisfy the reporting person’s tax liability applicable to the vesting of restricted stock on September 30, 2010.
Theodore P. Schrafft	9/30/2010	21,225	$7.08	Shares withheld to satisfy the reporting person’s tax liability applicable to the vesting of restricted stock on September 30, 2010.
Theodore P. Schrafft	9/30/2010	3,537	$7.08	Shares withheld to satisfy the reporting person’s tax liability applicable to the vesting of restricted stock on September 30, 2010.
David M. Guthrie	9/30/2010	16,225	$7.08	Shares withheld to satisfy the reporting person’s tax liability applicable to the vesting of restricted stock on September 30, 2010.
Jeffrey T. Arnold	9/30/2010	2,824	$7.08(1)	Quarterly grant of annual equity award of restricted stock under Premiere Global Services, Inc.’s Amended and Restated 2000 Directors Stock Plan, as amended.
Wilkie S. Colyer	9/30/2010	3,354	$7.08(1)	Quarterly grant of annual equity award of restricted stock under Premiere Global Services, Inc.’s Amended and Restated 2000 Directors Stock Plan, as amended.

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John R. Harris	9/30/2010	3,177	$7.08(1)	Quarterly grant of annual equity award of restricted stock under Premiere Global Services, Inc.’s Amended and Restated 2000 Directors Stock Plan, as amended.
W. Steven Jones	9/30/2010	3,177	$7.08(1)	Quarterly grant of annual equity award of restricted stock under Premiere Global Services, Inc.’s Amended and Restated 2000 Directors Stock Plan, as amended.
Raymond H. Pirtle, Jr.	9/30/2010	3,001	$7.08(1)	Quarterly grant of annual equity award of restricted stock under Premiere Global Services, Inc.’s Amended and Restated 2000 Directors Stock Plan, as amended.
J. Walker Smith, Jr.	9/30/2010	2,824	$7.08(1)	Quarterly grant of annual equity award of restricted stock under Premiere Global Services, Inc.’s Amended and Restated 2000 Directors Stock Plan, as amended.

(1)      Closing price of the Shares on the NYSE on September 30, 2010.

Board Compensation Arrangements Involving PGi Securities

Non-employee directors receive a base cash retainer of $30,000 per board year and are eligible for an additional $10,000 per board year if they attend all quarterly, regularly scheduled board meetings during such board year. An additional $1,000 is payable for each special board meeting attended during a board year, and an allowance of $1,250 per day is payable for special projects and director training attended by a director and as authorized by us. The chairmen of our audit committee and our compensation committee receive an additional cash retainer of $10,000 per board year, and each member of the audit and compensation committees receive an additional cash retainer of $5,000 per board year. The chairman of our nominating and governance committee receives an additional cash retainer of $5,000 per board year, and each member of our nominating and governance committee receives an additional cash retainer of $2,500 per board year.

We grant 25% of an annual equity award of $80,000 in fair market value of restricted stock to each non-employee director in arrears on the last day of each calendar quarter. The shares granted on such dates vest immediately in recognition of service for the prior quarter. The chairmen of our audit committee and compensation committee receive an additional equity award of $10,000 in fair market value of shares of restricted stock per board year, and each member of our audit and compensation committees receive an additional equity award of $5,000 in fair market value of shares of restricted stock per board year.

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If we were to experience a “change in control” (as defined in our equity compensation plans), each of our non-employee directors would receive a grant equal to the annual grants for the prospective year; provided that the director is a member of our board on such date. We determine the number of shares to be granted by dividing the dollar amount of the applicable annual award by the fair market value per share of our common stock on the grant date, and pay any fractional shares in cash. Directors joining the board during a board year receive pro-rated cash retainers and equity awards.

Compensation Arrangements for Executive Officers Involving PGI Securities.

Equity Compensation Plans and Agreements. The Premiere Global Services, Inc. 2004 Long-Term Incentive Plan and 2000 Directors Stock Plan, each as amended and restated, form the basis of the equity-based incentive plans for key employees, directors or consultants of the Company. The compensation committee of our board of directors administers these plans and may, in its discretion, grant stock awards to our executive officers and directors. In addition, pursuant to his employment agreement, our Chief Executive Officer receives certain restricted stock awards in the form of stock bonuses.

Premiere Global Services, Inc. 401(k) Plan. The 401(k) Plan participants may invest in a Stock Fund comprised of the Company’s common stock.

The foregoing descriptions of the Company’s equity-based plans and agreements are qualified in their entirety by reference to the text of the plans and agreements, copies of which have been filed with the SEC and are incorporated herein.

11. Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act.

The purchase by PGi of Shares under the Tender Offer will reduce the number of Shares that might otherwise be traded publicly and may reduce the number of PGi shareholders. As a result, trading of a relatively small volume of the Shares after consummation of the Tender Offer may have a greater impact on trading prices than would have been the case prior to consummation of the Tender Offer. As of September 30, 2010, we had issued and outstanding approximately 60,407,208 Shares of common stock. The maximum of approximately 7,407,407 Shares of common stock that we are offering to purchase (without giving effect to any lesser amount as we may elect to purchase, subject to applicable law) represents approximately 12% of the Shares of common stock outstanding, and approximately 12% of Shares assuming exercise of all vested but unexercised options, as of that date, and, assuming the Tender Offer is fully subscribed, the minimum of approximately 6,451,613 Shares of common stock that we are offering to purchase represents approximately 11% of the Shares of common stock outstanding, and approximately 11% of Shares assuming exercise of all vested but unexercised options, as of that date. Shareholders may be able to sell non-tendered Shares in the future, on the NYSE or otherwise, at a net price higher or lower than the Purchase Price in the Tender Offer. We can give no assurance, however, as to the price at which a shareholder may be able to sell such Shares in the future.

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The Shares are currently “margin securities” under the rules of the Board of Governors of the Federal Reserve System. This classification has the effect, among other things, of allowing brokers to extend credit to their customers using the Shares as collateral. PGi believes that, following the purchase of Shares under the Tender Offer, the Shares remaining outstanding will continue to be margin securities for purposes of the Federal Reserve Board’s margin rules and regulations.

PGi anticipates that there will be a sufficient number of Shares outstanding and publicly traded following completion of the Tender Offer to ensure a continued trading market for the Shares. Based upon published guidelines of the NYSE, PGi does not believe that its purchase of Shares under the Tender Offer will cause the remaining outstanding shares of PGi common stock to be delisted from trading on the NYSE.

The Shares are registered under the Exchange Act, which requires, among other things, that PGi furnish certain information to its shareholders and the SEC and comply with the SEC’s proxy rules in connection with meetings of the PGi shareholders. PGi believes that its purchase of Shares under the Tender Offer will not result in the Shares becoming eligible for deregistration under the Exchange Act.

We currently intend to cancel all of the Shares we acquire pursuant to the Tender Offer and will not maintain them as treasury shares.

It is a condition of our obligation to purchase Shares pursuant to the Tender Offer that it is not reasonably determined by us that the completion of the Tender Offer and the purchase of the Shares may cause the Shares to be held of record by fewer than 300 persons, to cease to be traded on or otherwise to be delisted from the NYSE or to be eligible for deregistration under the Exchange Act.

12. Legal Matters; Regulatory Approvals.

Except as described above, PGi is not aware of any license or regulatory permit that appears material to its business that might be adversely affected by its acquisition of Shares as contemplated by the Tender Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for the acquisition of Shares by PGi as contemplated by the Tender Offer. Should any approval or other action be required, PGi presently contemplates that it will seek that approval or other action. PGi is unable to predict whether it will be required to delay the acceptance for payment of or payment for Shares tendered under the Tender Offer pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to its business and financial condition. The obligations of PGi under the Tender Offer to accept for payment and pay for Shares is subject to conditions. See Section 6.

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13. Certain Material U.S. Federal Income Tax Consequences.

The following summary describes certain of the material United States federal income tax consequences relevant to the Tender Offer. This discussion is based upon the Code, existing and proposed Treasury Regulations, administrative pronouncements and judicial decisions, all as in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect.

This discussion addresses only shareholders who hold their Shares as capital assets for United States federal income tax purposes (generally, property held for investment). This discussion does not purport to consider all aspects of United States federal income taxation that might be relevant to shareholders in light of their particular circumstances and does not apply to holders subject to special treatment under the United States federal income tax laws (such as, for example, financial institutions, dealers in securities or commodities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt organizations (including employee benefit plans), certain former citizens or residents of the United States, U.S. expatriates, persons who hold Shares as part of a hedge, straddle, constructive sale or conversion transaction, and persons who acquired their Shares through the exercise of employee stock options or otherwise as compensation). This discussion does not address any state, local, or non-U.S. tax consequences of participating in the Tender Offer, or any U.S. federal tax consequences of participating other than income tax consequences.

We have not sought, nor do we expect to seek, any ruling from the Internal Revenue Service (the “Service”) with respect to the matters discussed below. There can be no assurances that the Service will not take a different position concerning the tax consequences of the sale of Shares to PGi pursuant to the Tender Offer or that any such position would not be sustained by a court if the issue were litigated.

Federal Income Tax Consequences for U.S. Holders. As used herein, a “U.S. Holder” means a beneficial owner of Shares that is, for United States federal income tax purposes, (1) a citizen or resident of the United States, (2) a corporation (or entity treated as a corporation for United States federal income tax purposes) created or organized under the laws of the United States, any State thereof or the District of Columbia, (3) a trust (a) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to make all substantial decisions, or (b) that has a valid election in effect to be treated as a U.S. person, or (4) an estate, the income of which is subject to United States federal income taxation regardless of its source.

The United States federal income tax treatment of a person that is a partner of an entity or arrangement treated as a partnership for United States federal income tax purposes that holds our Shares generally will depend on the status of the partner and the activities of the partnership. Partners in partnerships holding our Shares should consult their tax advisors.

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All Holders should consult their tax advisors to determine the particular tax consequences to them of participating in the Tender Offer under U.S. federal income tax laws and under all other tax laws as well.

Non-Participation in the Tender Offer. Shareholders who do not participate in the Tender Offer (including with respect to shares that are tendered and properly withdrawn) should not incur any Unites States federal income tax liability as a result of the Tender Offer.

Participation in the Tender Offer by U.S. Holders. A sale of Shares for cash pursuant to the Tender Offer will be a taxable transaction for United States federal income tax purposes. A U.S. Holder who participates in the Tender Offer will, depending on such U.S. Holder’s particular circumstances, be treated either as recognizing gain or loss from the disposition of the Shares or as receiving a distribution from us with respect to our stock.

Sale or Exchange Treatment. If, as described below, an exchange of shares for cash by a U.S. Holder pursuant to the Tender Offer is treated as a sale because a U.S. Holder satisfies one of the Section 302 tests, the U.S. Holder will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and such U.S. Holder’s tax basis in the shares exchanged. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the shares exceeds one year as of the date of the exchange. Gain or loss must be determined separately for blocks of shares acquired at different times or at different prices. Capital losses generally may be deducted only against capital gain, not ordinary income, except that individuals may deduct up to $3000 of capital losses against ordinary income per year ($1500 per year in the case of a married individual who files a separate return).

Under Section 302 of the Code, a U.S. Holder will recognize gain or loss on the sale of Shares for cash pursuant to the Tender Offer if the sale:

• results in a “complete termination” of such U.S. Holder’s equity interest in us;

• results in a “substantially disproportionate” redemption with respect to such U.S. Holder;

• is “not essentially equivalent to a dividend” with respect to the U.S. Holder; or

• is by a U.S. Holder that is not a corporation and is in partial liquidation of us.

A sale of Shares pursuant to the Tender Offer will result in a “complete termination” if, after the Shares are sold pursuant to the Tender Offer, the U.S. Holder actually owns none of our Shares for U.S. federal income tax purposes generally and either (1) also is not viewed as owning any such Shares under certain constructive ownership rules or (2), if the U.S. Holder would be viewed as owning Shares under such rules, such U.S. Holder is eligible to waive, and does effectively waive, constructive ownership of all such Shares. U.S. Holders wishing to satisfy the “complete termination” test through waiver of attribution should consult their tax advisors.

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A sale of Shares pursuant to the Tender Offer will result in a “substantially disproportionate” redemption with respect to a U.S. Holder if the percentage of the then outstanding Shares actually and constructively owned by such U.S. Holder immediately after the sale is less than 80% of the percentage of the Shares actually and constructively owned by such U.S. Holder immediately before the sale. If a sale of Shares pursuant to the Tender Offer fails to satisfy the “substantially disproportionate” test, the U.S. Holder may nonetheless satisfy the “not essentially equivalent to a dividend” test.

A sale of Shares pursuant to the Tender Offer will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. A sale of Shares for cash that results in a relatively minor reduction of the proportionate equity interest of a U.S. Holder whose relative equity interest in us is minimal and who does not exercise any control over or participate in the management of our corporate affairs should constitute a “meaningful reduction.”

In applying each of the Section 302 tests described above, a U.S. Holder must take account of Shares that such U.S. Holder constructively owns under attribution rules, pursuant to which the U.S. Holder will be treated as owning Shares owned by certain related individuals and entities, and Shares that the U.S. Holder has the right to acquire by exercise of an option or warrant or by conversion or exchange of a security. U.S. Holders should consult their tax advisors regarding the application of the rules of Section 302 in their particular circumstances.

Contemporaneous dispositions or acquisitions of Shares by a U.S. Holder or a related person may be deemed to be part of a single integrated transaction and, if so, may be taken into account in determining whether any of the Section 302 tests, described above, are satisfied. U.S. Holders should be aware that proration may affect whether the sale of Shares pursuant to the Tender Offer will meet any of the Section 302 tests.

We intend this Offer to Purchase to constitute a plan of “partial liquidation” of us within the meaning of Section 302(e). Some of the amounts distributed to noncorporate U.S. Holders in redemption of their Shares may thus qualify for sale treatment under Section 302 without regard to the three Section 302 tests described above. Noncorporate U.S. Holders should consult their tax advisers regarding the application of the partial liquidation rules in Section 302(e), including the proportion of the amount distributed that is derived from the disposition of investment assets rather than business assets.

Distribution Treatment. If a U.S. Holder does not satisfy any of the Section 302 tests described above, the entire amount of cash received by such U.S. Holder pursuant to the Tender Offer will be treated as a dividend to the extent of the Holder’s allocable portion of our current or accumulated earnings and profits, as determined under United States federal income tax principles. The amount of any distribution in excess of our current and accumulated earnings and profits would be treated as a return of capital to the extent, generally, of the U.S. Holder’s basis in the Shares exchanged, and any remainder will be treated as gain from the sale or exchange of the Shares. Any such gain will be capital gain and will be long-term capital gain if the holding period of the Shares exceeds one year as of the date of the exchange. Provided certain holding period and other requirements are

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satisfied, non-corporate U.S. Holders generally will be subject to U.S. federal income tax at a maximum rate of 15% on amounts treated as a dividend. Such a dividend will be taxed in its entirety, without reduction for the U.S. Holder’s tax basis of the Shares exchanged. To the extent that a purchase of a U.S. Holder’s Shares by us in the Tender Offer is treated as the receipt by the U.S. Holder of a dividend, the U.S. Holder’s remaining adjusted basis (reduced by the amount, if any, treated as a return of capital) in the purchased Shares will be added to any Shares retained by the U.S. Holder.

To the extent that cash received in exchange for Shares is treated as a dividend to a corporate U.S. Holder, (1) it may be eligible for a dividends-received deduction and (2) it may be subject to the “extraordinary dividend” provisions of the Code. Corporate U.S. Holders should consult their tax advisors concerning the availability of the dividends-received deduction and the application of the “extraordinary dividend” provisions of the Code in their particular circumstances.

See Section 3 with respect to the application of United States federal income tax withholding and back-up withholding tax to payments made pursuant to the Tender Offer.

The discussion set forth above is for general information only. Shareholders should consult their tax advisors to determine the particular tax consequences to them of the Tender Offer, including the applicability and effect of any state, local and foreign tax laws.

Federal Backup Withholding Tax. Under the U.S. federal income tax backup withholding rules, 28% of the gross proceeds payable to a shareholder or other payee pursuant to the Tender Offer must be withheld and remitted to the Service, unless the shareholder or other payee provides his or her taxpayer identification number (employer identification number or social security number) to the Depositary and certifies under penalties of perjury that such number is correct or otherwise establishes an exemption. Therefore, tendering shareholders who are U.S. Holders should complete and sign the Form W-9 included as part of the Letter of Transmittal in order to provide the information and certification necessary to avoid backup withholding, unless the U.S. Holder otherwise establishes to the satisfaction of the Depositary that he or she is not subject to backup withholding. If a U.S. Holder does not provide the Depositary with the correct taxpayer identification number, such U.S. Holder may be subject to penalties. Certain shareholders (including, among others, all corporations and certain Non-U.S. Holders (as defined above)) are not subject to these backup withholding, but are subject to a different set of withholding tax rules, as described below under “U.S. Federal Income Tax Withholding for Non-U.S. Holders”).

TO PREVENT U.S. FEDERAL BACKUP WITHHOLDING TAX ON THE GROSS PAYMENTS MADE TO YOU FOR SHARES PURCHASED UNDER THE TENDER OFFER, IF YOU DO NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING, YOU MUST PROVIDE THE DEPOSITARY WITH YOUR CORRECT TAXPAYER IDENTIFICATION NUMBER AND PROVIDE OTHER INFORMATION BY COMPLETING THE FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL.

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Federal Income Tax Consequences for Non-U.S. Holders. As used herein, a “Non-U.S. Holder” means a beneficial owner of Shares that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for United States federal income tax purposes. Gross proceeds payable pursuant to the Tender Offer to a Non-U.S. Holder or his or her agent will be subject to withholding of U.S. federal income tax at a rate of 30%, unless either (1) a reduced rate of withholding is applicable pursuant to an income tax treaty or (2) an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States (and, if an income tax treaty applies, the gross proceeds are generally attributable to a United States permanent establishment maintained by such Non-U.S. Holder). In order to claim a reduction of or an exemption from withholding tax, a Non-U.S. Holder must deliver to the depositary a validly completed and executed IRS Form W-8BEN (with respect to income tax treaty benefits) or W-8ECI (with respect to amounts effectively connected with the conduct of a trade or business within the United States) claiming such exemption or reduction before the payment is made. Tendering Non-U.S. Holders can obtain the applicable forms from the Depositary.

A Non-U.S. Holder may be eligible to receive a refund of such tax or a portion of such tax if such shareholder meets the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests, or to the extent that the Non-U.S. Holder meets the “partial liquidation” tests, described above under Federal Income Tax Consequences for U.S. Holders or if such shareholder is entitled to a reduced rate of withholding pursuant to a tax treaty and PGi withheld at a higher rate. Non-U.S. Holders should consult their own tax advisors regarding the tax consequences to them of participating in the Tender Offer, including the application of federal income tax withholding, their potential eligibility for a withholding tax reduction or exemption, and the refund procedure.

14. Extension of the Tender Offer; Termination; Amendment.

PGi expressly reserves the right, in its sole discretion and subject to applicable law, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 6 shall have occurred or shall be deemed by PGi to have occurred, to extend the period of time during which the Tender Offer is open and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of the extension to the Depositary and making a public announcement of the extension. PGi also expressly reserves the right, in its sole discretion subject to applicable law, to terminate the Tender Offer and not accept for payment or pay for any Shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for Shares upon the occurrence of any of the conditions specified in Section 6 by giving oral or written notice of termination or postponement to the Depositary and making a public announcement of termination or postponement. PGi’s reservation of the right to delay payment for Shares that it has accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that PGi must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of a Tender Offer. Subject to compliance with applicable law, PGi further reserves the right, in

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its sole discretion, and regardless of whether any of the events set forth in Section 6 shall have occurred or shall be deemed by PGi to have occurred, to amend the Tender Offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the Tender Offer to holders of Shares or by decreasing or increasing the number of Shares being sought in the Tender Offer. Amendments to the Tender Offer may be made at any time and from time to time effected by public announcement, the announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Time. Any public announcement made under the Tender Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of the change. Without limiting the manner in which PGi may choose to make a public announcement, except as required by applicable law, PGi shall have no obligation to publish, advertise or otherwise communicate any public announcement other than by making a release through BusinessWire or another comparable service.

If PGi materially changes the terms of the Tender Offer or the information concerning the Tender Offer or if we waive a material condition of the Tender Offer, PGi will extend the Tender Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a Tender Offer must remain open following material changes in the terms of the Tender Offer or information concerning the Tender Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information. If:

• PGi increases or decreases the price to be paid for Shares (or changes the price range at which we are offering to purchase Shares in the Tender Offer) or increases (by more than 2% of the outstanding Shares) or decreases the number of Shares being sought in the Tender Offer, and

• the Tender Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that the notice of an increase or decrease is first published, sent or given to security holders in the manner specified in this Section 15, then the Tender Offer deadline will be extended until no earlier than the expiration of such ten business day period.

We may reduce the maximum aggregate purchase price in the Tender Offer and correspondingly reduce the maximum aggregate number of Shares to be purchased in the Tender Offer. If we make any such reduction in the aggregate purchase price and the associated aggregate number of Shares to be purchased and the Tender Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that we first publish, send or give notice of any such decrease, we will extend the Tender Offer until the expiration of ten business days from the date that we first publish notice of any such decrease.

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15. Fees and Expenses.

We have retained Stephens Inc. to act as the Dealer Manager in connection with the Tender Offer. The Dealer Manager may contact brokers, dealers and similar entities and may provide information regarding the Tender Offer to those that it contacts or persons that contact it. The Dealer Manager will receive, for these services, a reasonable and customary fee. We also have agreed to reimburse the Dealer Manager for reasonable out-of-pocket expenses incurred in connection with the Tender Offer and to indemnify the Dealer Manager against certain liabilities in connection with the Tender Offer, including certain liabilities under the federal securities laws.

The Dealer Manager and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings, in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

PGi has retained Innisfree M&A Incorporated to act as Information Agent and American Stock Transfer & Trust Company, LLC, to act as Depositary in connection with the Tender Offer. The Information Agent may contact holders of Shares by mail, telephone, telegraph and in person, and may request brokers, dealers, commercial banks, trust companies and other nominee shareholders to forward materials relating to the Tender Offer to beneficial owners. The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services, will be reimbursed by PGi for specified reasonable out-of-pocket expenses, and will be indemnified against certain liabilities in connection with the Tender Offer, including certain liabilities under the U.S. federal securities laws.

In connection with the Tender Offer, the trustee for the 401(k) Plan may contact participants in the plan by mail, telephone, fax and personal interviews. The trustee for the plan receives reasonable and customary compensation for its services and is reimbursed for certain out-of-pocket expenses pursuant to arrangements with PGi to act as trustee for the plan. Under those arrangements, no separate fee is payable to the trustee in connection with the Tender Offer.

No fees or commissions will be payable by PGi to brokers, dealers, commercial banks or trust companies (other than fees to the Dealer Manager and Information Agent as described above) for soliciting tenders of Shares under the Tender Offer. We urge shareholders holding Shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable if shareholders tender Shares through such brokers or banks and not directly to the Depositary. PGi, however, upon request, will reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding the Tender Offer and related materials to the beneficial owners of Shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of PGi, the Dealer Manager, or the Information Agent for purposes of the Tender Offer. PGi will pay or cause to be paid all stock transfer taxes, if any, on its purchase of Shares, except as otherwise provided in this Offer to Purchase and the Letter of Transmittal.

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16. Miscellaneous.

The Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would not be in compliance with the laws of the jurisdiction, provided that PGi will comply with the requirements of Exchange Act Rule 13e-4(f)(8). In any jurisdiction where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer shall be deemed to be made on our behalf by the Dealer Manager or by one or more registered brokers or dealers licensed under the laws of that jurisdiction.

The repurchase of shares of common stock pursuant to the Tender Offer is in addition to the Share repurchase program authorized by our Board of Directors in June, 2006, pursuant to which PGi is authorized to repurchase up to 7.0 million outstanding shares of common stock, at prevailing market prices or in privately negotiated transactions. As of October 26, 2010, 1,749,700 Shares remain available for repurchase under this stock repurchase authorization. Whether or not we may make such repurchases or any additional repurchases will depend on many factors, including, without limitation, the number of Shares, if any, that we purchase in this Tender Offer, whether or not, in PGi’s judgment, such future repurchases would be accretive to earnings per Share, PGi’s business and financial performance and situation, the business and market conditions at the time, including the price of the Shares, and such other factors as PGi may consider relevant. Any future repurchases may be on the same terms or on terms that are more or less favorable to the selling shareholders than the terms of the Tender Offer. Rule 13e-4 of the Exchange Act prohibits PGi and its affiliates from purchasing any Shares, other than pursuant to the Tender Offer, until at least ten business days after the Expiration Time of the Tender Offer, except pursuant to certain limited exceptions provided in Rule 14e-5 of the Exchange Act.

Pursuant to Rule 13e-4(c)(2) under the Exchange Act, PGi has filed with the Commission an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Tender Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as set forth in Section 10 with respect to information concerning PGi.

PGi has not authorized any person to make any recommendation on behalf of PGi as to whether you should tender or refrain from tendering your Shares in the Tender Offer or as to the price at which you may choose to tender your Shares in the Tender Offer. You should not rely on any information other than information contained in this Offer to Purchase and in the Letter of Transmittal or in documents to which we have referred you as being provided by or on behalf of PGi. Our delivery of this Offer to Purchase shall not under any circumstances create any implication that the information contained in this

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Offer to Purchase is correct as of any time other than the date of this Offer to Purchase or that there have been no changes in the information included or incorporated by reference herein or in the affairs of PGi or any of its subsidiaries or affiliates since the date hereof. PGi has not authorized any person to give any information or to make any representation in connection with the Tender Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by PGi.

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The Letter of Transmittal and share certificates and any other required documents should be sent or delivered by each shareholder of PGi or that shareholder’s broker, dealer, commercial bank, trust company or nominee to the Depositary at one of its addresses set forth below.

The Depositary for the Tender Offer is:

If delivering by mail:	If delivering by hand or courier:
American Stock Transfer & Trust	American Stock Transfer & Trust
Company, LLC	Company, LLC
Operations Center	Operations Center
Attn: Reorganization Department	Attn: Reorganization Department
P.O. Box 2042	6201 15th Avenue
New York, New York 10272-2042	Brooklyn, New York 11219

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Please direct any questions or requests for assistance and any requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery to the Information Agent at the telephone number and address set forth below. Shareholders also may contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Tender Offer. Please contact the Depositary to confirm delivery of Shares.

The Information Agent for the Tender Offer is:

INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders call toll free at: (888) 750-5834
Banks and brokers call collect at: (212) 750-5833

The Dealer Manager for the Tender Offer is:

STEPHENS INC.
111 Center Street
Little Rock, Arkansas 72201
(501) 377-3495

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EX-99.(A)(1)(B)

Exhibit 99(a)(1)(B)

LETTER OF TRANSMITTAL

To Tender Shares of Common Stock, Par Value $.01 Per Share
of
PREMIERE GLOBAL SERVICES, INC.
Pursuant to the Offer to Purchase, dated October 26, 2010

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 3, 2010, UNLESS PREMIERE GLOBAL SERVICES, INC. EXTENDS THE TENDER OFFER (SUCH TIME AND DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”).

The Depositary for the Tender Offer is:

By Mail or Overnight Courier:
American Stock Transfer & Trust
Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, NY11219 By Hand:
American Stock Transfer & Trust
Company, LLC
Attn: Reorganization Department
59 Maiden Lane
New York, NY10038

Delivery of this letter of transmittal (“Letter of Transmittal”) to an address other than one of those set forth above will not constitute a valid delivery. You must deliver this Letter of Transmittal to American Stock Transfer & Trust Company, LLC (the “Depositary”). Deliveries to Premiere Global Services, Inc. (“PGi,” the “Company,” “we,” or “us”), Stephens Inc. (the “Dealer Manager” for the tender offer (“Tender Offer”)) or Innisfree M&A Incorporated (the “Information Agent” for the Tender Offer) will not be forwarded to the Depositary and therefore will not constitute valid delivery to the Depositary. Delivery of the Letter of Transmittal and any other required documents to The Depository Trust Company (“DTC”) will not constitute delivery to the Depositary.

DESCRIPTION OF SHARES SURRENDERED
Name(s) and Address(es) of Registered Owner(s)	Shares Surrendered
(If blank, please fill in exactly as name(s) appear(s) on share certificate(s))	(attached additional list if necessary)
	Certificated Shares**
		Total Number of
		Shares		Book Entry
	Certificate	Represented by	Number of Shares	Shares
	Number(s)*	Certificate(s)*	Surrendered**	Surrendered
	Total Shares

*	Need not be completed by book-entry shareholders.
**	Unless otherwise indicated, it will be assumed that all shares of common stock represented by certificates described above are being surrendered hereby See Instruction 4.
***	If you do not designate an order and PGi purchases less than all shares tendered due to proration, the Depositary will select the shares that PGi will purchase. See Instruction 7

     YOU MAY NOT USE THIS LETTER OF TRANSMITTAL TO TENDER SHARES HELD IN THE PREMIERE GLOBAL SERVICES, INC. 401(K) PLAN. INSTEAD, YOU MUST USE THE SEPARATE TENDER INSTRUCTION FORMS SENT TO PARTICIPANTS IN THE PLAN. FURTHER, HOLDERS OF VESTED NONQUALIFIED OPTIONS OF PGI SHARES WHO WISH TO CONDITIONALLY EXERCISE THEIR OPTIONS AND TENDER THE REMAINING UNDERLYING SHARES, SUBJECT TO ACCEPTANCE IN THE TENDER OFFER, SHOULD ALSO NOT USE THIS LETTER OF TRANSMITTAL AND SHOULD REFER TO THE “INSTRUCTIONS FOR TENDER THROUGH CONDITIONAL EXERCISE OF OPTIONS.”

     You should use this Letter of Transmittal if you are causing the shares to be delivered by book-entry transfer to the Depositary’s account at DTC pursuant to the procedures set forth in Section 3 of the offer to purchase (“Offer to Purchase”). Only financial institutions that are participants in DTC’s system may make book-entry delivery of the Shares.

The Information Agent for the Tender Offer is:

INNISFREE M&A INCORPORATED
501 Madison Avenue
New York, NY 10022
Shareholders call toll free: 1-888-750-5834
Banks and Brokerage Firms, Please call collect: (212) 750-5833

The Dealer Manager for the Tender Offer is:

STEPHENS INC.
111 Center Street
Little Rock, AK 72201
(501) 377-3495

     BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THIS LETTER OF TRANSMITTALAND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

     You should use this Letter of Transmittal only if (1) you are also enclosing certificates for the Shares you desire to tender, (2) you intend to deliver certificates for such Shares under a Notice of Guaranteed Delivery previously sent to the Depositary, or (3) you are delivering Shares through a book-entry transfer into the Depositary’s account at DTC in accordance with Section 3 of the Offer to Purchase.

     If you desire to tender Shares in the Tender Offer, but you cannot deliver the certificates for your Shares and all other required documents to the Depositary by the Expiration Time, or cannot comply with the procedures for book-entry transfer on a timely basis, then you may tender your Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of the Letter of Transmittal and any other required documents to DTC does not constitute delivery to the Depositary.

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¨ Check here if you are delivering tendered Shares pursuant to a Notice of Guaranteed Delivery that you previously sent to the Depositary and complete the following:

Name(s) of Tendering
Shareholder(s): ________________________________________________________________________________________
Date of Execution of Notice of Guaranteed
Delivery: _____________________________________________________________________________________________
Name of Institution that Guaranteed
Delivery: _____________________________________________________________________________________________
Account Number: ______________________________________________________________________________________

¨ Check here if any certificates evidencing the Shares you are tendering with this Letter of Transmittal have been lost, stolen, destroyed or mutilated. If you check this box, you must complete an affidavit of loss and return it with your Letter of Transmittal. You should call American Stock Transfer & Trust Company, LLC, the transfer agent (“Transfer Agent”), at (800) 937-5449 (toll-free) to get information about the requirements for replacement. You may be required to post a bond to secure against the risk that certificates may be subsequently recirculated. Please call the Transfer Agent immediately to obtain an affidavit of loss, to receive further instructions on how to proceed, and to determine whether you will need to post a bond, so that the timely processing of this Letter of Transmittal will not be impeded. See Instruction 15.

¨ Check here if you are a financial institution that is a participating institution in DTC’s system and you are delivering the tendered Shares by book-entry transfer to an account maintained by the Depositary at DTC, and complete the following:

Name(s) of Tendering
Shareholder(s): _______________________________________________________________________________________
Account Number: _____________________________________________________________________________________
Transaction Code Number: ______________________________________________________________________________

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

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SHARES TENDERED AT PRICE DETERMINED PURSUANT
TO THE TENDER OFFER
(See Instruction 5)

¨ The undersigned wants to maximize the chance of having PGi purchase all Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is willing to accept the purchase price determined by PGi pursuant to the Tender Offer (the “Purchase Price”). This action could result in receiving a price per Share as low as $6.75 per share.

— OR —

SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
(See Instruction 5)

     By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the Purchase Price is less than the price checked below. A shareholder who desires to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which the shareholder tenders Shares. You cannot tender the same Shares at more than one price, unless you have previously validly withdrawn those Shares tendered at a different price in accordance with Section 4 of the Offer to Purchase.

Price (in Dollars) Per Share at Which Shares Are Being Tendered

¨ $6.75	¨ $7.75
¨ $7.00
¨ $7.25
¨ $7.50

CHECK EXACTLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

Indicate in this box the order (by certificate number) in which shares are to be purchased in event of proration (attach additional signed list if necessary): See Instruction 7. (***)1st:      2nd:      3rd:      4th:      5th:      6th:     

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ODD LOTS
(See Instruction 6)

To be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares.

On the date hereof, the undersigned either (check ONE box):

¨ is the beneficial or record owner of an aggregate of fewer than 100 Shares and is tendering all of those Shares, or

¨ is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner(s) thereof, Shares with respect to which it is the record holder, and (ii) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all of such Shares.

In addition, the undersigned is tendering Shares (check ONE box):

¨ at the Purchase Price, which will be determined by PGi in accordance with the terms of the Tender Offer (persons checking this box should check the box under the heading “Shares Tendered at Price Determined Pursuant to the Tender Offer”); or

¨ at the price per Share indicated under the heading “Shares Tendered at Price Determined by Shareholder.”

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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1 and 10)

     Complete this box ONLY if the check for the aggregate purchase price of Shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or certificate for Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned, or if Shares tendered hereby and delivered by book-entry transfer which are not purchased are to be returned by crediting them to an account at DTC other than the account designated above.

CHECK ONE OR BOTH BOXES AS APPROPRIATE:

¨    Issue Check to:

¨    Issue Share Certificate to:

Name(s):
	(Please Print)
Address:
	(Include Zip Code)
	(Taxpayer Identification or Social Security Number) (See Form W-9 Included Herewith)

CHECK AND COMPLETE IF APPLICABLE:

¨    Credit Shares delivered by book-entry transfer and not purchased to the account set forth below:

Account Number:

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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1 and 10)

     Complete this box ONLY if the check for the aggregate purchase price of Shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or certificate for Shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s).

CHECK ONE OR BOTH BOXES AS APPROPRIATE:

¨       Deliver Check to:

¨      Deliver Share Certificate to:

Name(s):
	(Please Print)
Address:
	(Include Zip Code)
	((Taxpayer Identification or Social Security Number) (See Form W-9 Included Herewith)

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Ladies and Gentlemen:

     The undersigned hereby tenders to Premiere Global Services, Inc., a Georgia corporation (“PGi”), the above-described shares of PGi’s common stock, par value $.01 per Share (the “Shares”).

     The tender of the Shares is being made at the price per Share indicated in this Letter of Transmittal, net to the seller in cash, without interest and subject to applicable withholding taxes, on the terms and subject to the conditions set forth in this Letter of Transmittal and in PGi’s Offer to Purchase, dated October 26, 2010, receipt of which is hereby acknowledged.

     Subject to and effective upon acceptance for payment of, and payment for, Shares tendered with this Letter of Transmittal in accordance with the terms of the Tender Offer, the undersigned hereby (1) sells, assigns and transfers to or upon the order of PGi all right, title and interest in and to all of the Shares tendered hereby which are so accepted and paid for; (2) orders the registration of any Shares tendered by book-entry transfer that are purchased under the Tender Offer to or upon the order of PGi; and (3) appoints the Depositary as attorney-in-fact of the undersigned with respect to such Shares, with the full knowledge that the Depositary also acts as the agent of PGi, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to perform the following functions:

     (a) deliver certificates for Shares, or transfer ownership of such Shares on the account books maintained by DTC, together in either such case with all accompanying evidence of transfer and authenticity, to or upon the order of PGi, upon receipt by the Depositary, as the undersigned’s agent, of the Purchase Price with respect to such Shares;

     (b) present certificates for such Shares for cancellation and transfer on PGi’s books;

and

     (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, subject to the next paragraph, all in accordance with the terms of the Tender Offer.

     The undersigned understands that PGi will, upon the terms and subject to the conditions of the Tender Offer, determine a single per Share price, not greater than $7.75 nor less than $6.75 per Share (the “Purchase Price”), which it will pay for Shares validly tendered and not validly withdrawn pursuant to the Tender Offer, after taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The undersigned understands that PGi will select the lowest purchase price that will allow it to purchase the maximum number of Shares properly tendered in the Tender Offer and not properly withdrawn having an aggregate purchase price not exceeding $50,000,000. PGi will purchase all Shares validly tendered at or below the Purchase Price and not validly withdrawn, subject to the conditions of the Tender Offer and the proration and “odd lot” priority provisions described in the Offer to Purchase. The undersigned understands that all shareholders whose Shares are purchased by PGi will receive the same Purchase Price for each Share purchased in the Tender Offer.

     The undersigned hereby covenants, represents and warrants to PGi that:

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     (a) the undersigned has a net long position in the Shares at least equal to the number of Shares being tendered within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is tendering the Shares in compliance with Rule 14e-4 under the Exchange Act;

     (b) has full power and authority to tender, sell, assign and transfer the Shares tendered hereby;

     (c) when and to the extent PGi accepts the Shares for purchase, PGi will acquire good and marketable title to them, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and the Shares will not be subject to any adverse claims or rights;

     (d) the undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or PGi to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and accepted for purchase; and

     (e) the undersigned has read and agrees to all of the terms of the Tender Offer.

     The undersigned understands that tendering of Shares under any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions to this Letter of Transmittal will constitute an agreement between the undersigned and PGi upon the terms and subject to the conditions of the Tender Offer. The undersigned acknowledges that under no circumstances will PGi pay interest on the Purchase Price.

     The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, PGi may terminate or amend the Tender Offer; or may postpone the acceptance for payment of, or the payment for, Shares tendered, or may accept for payment fewer than all of the Shares tendered hereby. The undersigned understands that certificate(s) for any Shares not tendered or not purchased will be returned to the undersigned at the address indicated above.

     The names and addresses of the registered holders should be printed, if they are not already printed above, exactly as they appear on the certificates representing Shares tendered hereby. The certificate numbers, the number of Shares represented by such certificates, and the number of Shares that the undersigned wishes to tender, should be set forth in the appropriate boxes above.

     Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the aggregate purchase price of any Shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and/or return any Shares not tendered or not purchased, in the name(s) of the undersigned or, in the case of Shares tendered by book-entry transfer, by credit to the account at DTC designated above. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the aggregate purchase price of any Shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and any certificates for Shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both the “Special Payment Instructions” and the “Special Delivery

9

Instructions” are completed, please issue the check for the aggregate purchase price of any Shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or return any Shares not tendered or not purchased in the name(s) of, and mail said check and any certificates to, the person(s) so indicated.

     The undersigned recognizes that PGi has no obligation, under the Special Payment Instructions, to transfer any certificate for Shares from the name of its registered holder, or to order the registration or transfer of Shares tendered by book-entry transfer, if PGi purchases none of the Shares represented by such certificate or tendered by such book-entry transfer.

     All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligations or duties of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

SHAREHOLDER(S) SIGN HERE
(See Instructions 1 and 8)
(Please Complete Form W-9)

Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by share certificates and documents transmitted herewith. If a signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney-in-fact, agent or other person acting in a fiduciary or representative capacity, please provide full title and see Instruction 8.

Signature(s) of Shareholder(s)

Date:
Name(s):
	(Please Print)
Capacity (full title):
Address:
	(Please Include Zip Code)
(Area Code) Telephone Number:
Taxpayer Identification or
Social Security No.:
	GUARANTEE OF SIGNATURE(S) (If Required, See Instructions 1 and 8)
Authorized Signature:
Name(s):
Name of Firm:
Address:
Address Line 2:
(Area Code) Telephone Number:
Dated:

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INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS OF THE TENDER OFFER

     If you participate in the Premiere Global Services, Inc. 401(k) Plan (the “401(k) Plan”), you may not use this Letter of Transmittal to direct the tender of the Shares attributable to your account in this plan. Instead, you must use the separate “tender instruction forms” sent to participants in the 401(k) Plan. If you participate in the 401(k) Plan, you should read the applicable “tender instruction forms” and related materials carefully. Further, holders of vested nonqualified options to purchase PGi Shares who wish to conditionally exercise their options and tender the remaining underlying Shares should also not use this Letter of Transmittal and should refer to the “Instructions for Tender through Conditional Exercise of Options.”

     1. Guarantee of Signatures. Except as otherwise provided in this Instruction, all signatures on this Letter of Transmittal must be guaranteed by a financial institution that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program, the Stock Exchange Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an “eligible guarantor institution” as such term is defined in Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed if either (a) this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this Letter of Transmittal, shall include any participant in DTC whose name appears on a security position listing as the owner of Shares) tendered herewith and such holder(s) have not completed either the box entitled “Special Payment Instructions” or “Special Delivery Instructions” in this Letter of Transmittal; or (b) such Shares are tendered for the account of an Eligible Institution. See Instruction 8. You may also need to have any certificates you deliver endorsed or accompanied by a stock power, and the signatures on these documents may also need to be guaranteed. See Instruction 8.

     2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. You should use this Letter of Transmittal only if you are (a) forwarding certificates with this Letter of Transmittal, (b) delivering certificates under a Notice of Guaranteed Delivery previously sent to the Depositary, or (c) causing the Shares to be delivered by book-entry transfer pursuant to the procedures set forth in Section 3 of the Offer to Purchase. In order for you to validly tender Shares, the Depositary must receive certificates for all physically tendered Shares, or a confirmation of a book-entry transfer of all Shares delivered electronically into the Depositary’s account at DTC, together in each case with a properly completed and duly executed Letter of Transmittal, or an Agent’s Message (as defined below) in connection with book-entry transfer, and any other documents required by this Letter of Transmittal, at one of its addresses

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set forth in this Letter of Transmittal by the Expiration Time (as defined in the Offer to Purchase).

     The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares, that the participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that PGi may enforce this agreement against the participant.

     Guaranteed Delivery. If you cannot deliver your Shares and all other required documents to the Depositary by the Expiration Time, or the procedure for book-entry transfer cannot be completed on a timely basis, you may tender your Shares, pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase, by or through any Eligible Institution. To comply with the guaranteed delivery procedure, you must (1) properly complete and duly execute a notice of guaranteed delivery (“Notice of Guaranteed Delivery”) substantially in the form provided to you by PGi, specifying the price at which you are tendering your Shares, including (where required) a signature guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery; (2) arrange for the Depositary to receive the Notice of Guaranteed Delivery by the Expiration Time; and (3) ensure that the Depositary receives the certificates for all physically tendered Shares or book-entry confirmation of electronic delivery of Shares, as the case may be, together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees or an Agent’s Message, and all other documents required by this Letter of Transmittal, within three New York Stock Exchange (“NYSE”) trading days after receipt by the Depositary of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.

     The Notice of Guaranteed Delivery may be delivered by facsimile transmission or mail to the Depositary and must include, if necessary, a guarantee by an eligible guarantor institution in the form set forth in such notice. For Shares to be tendered validly under the guaranteed delivery procedure, the Depositary must receive the Notice of Guaranteed Delivery before the Expiration Time.

     The method of delivery of all documents, including certificates for Shares, is at the option and risk of the tendering shareholder. If you choose to deliver the documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. In all cases, please allow sufficient time to assure delivery.

     PGi will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional Shares. By executing this Letter of Transmittal, you waive any right to receive any notice of the acceptance for payment of your tendered Shares.

     3. Inadequate Space. If the space provided in the box captioned “Description of Shares Tendered” is inadequate, then you should list the certificate numbers, the number of Shares represented by the certificate(s) and the number of Shares tendered with respect to each certificate on a separate signed schedule attached to this Letter of Transmittal.

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     4. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders who tender by book-entry transfer.) If you wish to tender (i.e., offer to sell) fewer than all of the Shares evidenced by any certificate(s) that you deliver to the Depositary, fill in the number of Shares that you wish to tender (i.e., offer for sale) in the column entitled “Number of Shares Tendered.” If PGi purchases any of the Shares that you tender, PGi will issue to you a new certificate for the unpurchased Shares, including any Shares tendered but not purchased and Shares represented by the Certificate(s) but not tendered. The new certificate will be sent to the registered holder(s) promptly after the Expiration Time. Unless you indicate otherwise, all Shares represented by the certificate(s) listed and delivered to the Depositary will be deemed to have been tendered. In the case of Shares tendered by book-entry transfer at DTC, any tendered but unpurchased Shares will be credited to the appropriate account maintained by the tendering shareholder at DTC. In each case, Shares will be returned or credited without expense to the shareholder.

     5. Indication of Price at Which Shares Are Being Tendered. In order to validly tender your Shares by this Letter of Transmittal, you must either:

          (a) check the box under “SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER,” in order to maximize the chance of having PGi purchase all of the Shares that you tender (subject to the possibility of proration); OR

          (b) check one of the boxes indicating the price per Share at which you are tendering Shares in the section entitled “SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER.”

     YOU MUST CHECK ONE, AND ONLY ONE, BOX. If you check more than one box or no boxes described in clauses (a) and (b) above, then you will be deemed not to have validly tendered your Shares. If you wish to tender portions of your different Share holdings at different prices, you must complete a separate Letter of Transmittal for each price at which you wish to tender each such portion of your Share holdings. You cannot tender the same Shares at more than one price (unless, prior to tendering previously tendered Shares at a new price, you validly withdrew those Shares in accordance with Section 4 of the Offer to Purchase).

     By checking the box under “Shares Tendered at Price Determined Pursuant to the Tender Offer” you agree to accept the Purchase Price resulting from the Tender Offer process, which may be as low as $6.75 and as high as $7.75 per share. By checking a box under “Shares Tendered at Price Determined by Shareholder,” you acknowledge that doing so could result in none of the Shares you tender being purchased if the Purchase Price for the Shares turns out to be less than the price you selected.

     6. Odd Lots. As described in Section 1 of the Offer to Purchase, if PGi purchases fewer than all Shares properly tendered before the Expiration Time and not properly withdrawn, PGi will first purchase all Shares tendered by any shareholder who (a) owns, beneficially or of record, an aggregate of fewer than 100 Shares, and (b) tenders all of his or her Shares at or below the Purchase Price. You will only receive this preferential treatment if you own fewer than 100 Shares and tender ALL of the Shares you own at or below the Purchase Price. Even if you

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otherwise qualify for “odd lot” preferential treatment, you will not receive such preference unless you complete the section entitled “Odd Lots” in this Letter of Transmittal.

     7. Order of Purchase in the Event of Proration. As described in Section 1 of the Offer to Purchase, shareholders may specify the order in which their Shares are to be purchased in the event that, as a result of proration or otherwise, PGi purchases some but not all of the tendered Shares pursuant to the terms of the Tender Offer. The order of purchase may have an effect on the federal income tax treatment of any gain or loss on the Shares that PGi purchases. See Sections 1 and 13 of the Offer to Purchase.

     8. Signatures on Letter of Transmittal, Stock Powers and Endorsements.

          (a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

          (b) Joint Holders. If the Shares are registered in the names of two or more persons, ALL such persons must sign this Letter of Transmittal.

          (c) Different Names on Certificates. If any tendered Shares are registered in different names on several certificates, you must complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

          (d) Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificate(s) representing such Shares or separate stock powers are required unless payment of the Purchase Price is to be made, or the certificates for Shares not tendered or tendered but not purchased are to be issued, to a person other than the registered holder(s).

     Signature(s) on Any Such Certificate(s) or Stock Powers Must Be Guaranteed by an Eligible Institution.

     If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, or if payment is to be made to a person other than the registered holder(s), the certificate(s) for the Shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for such Shares, and the signature(s) on such certificates or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1.

     If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit to the Depositary evidence satisfactory to PGi that such person has authority so to act.

     9. Stock Transfer Taxes. Except as provided in this Instruction 9, no stock transfer tax stamps or funds to cover such stamps need to accompany this Letter of Transmittal. PGi will

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pay or cause to be paid any stock transfer taxes payable on the transfer to it of Shares purchased under the Tender Offer. If, however:

          (a) payment of the Purchase Price is to be made to any person other than the registered holder(s);

          (b) certificate(s) for Shares not tendered or tendered but not purchased are to be returned in the name of and to any person other than the registered holder(s) of such Shares; or

          (c) tendered certificates are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, then the Depositary will deduct from the Purchase Price the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person(s) or otherwise) payable on account of the transfer of cash or stock thereby made to such person, unless satisfactory evidence of the payment of such taxes or an exemption from them is submitted with this Letter of Transmittal.

     10. Special Payment and Delivery Instructions. If any of the following conditions holds:

          (a) check(s) for the Purchase Price of any Shares purchased pursuant to the Tender Offer are to be issued to a person other than the person(s) signing this Letter of Transmittal; or

          (b) check(s) for the Purchase Price are to be sent to any person other than the person signing this Letter of Transmittal, or to the person signing this Letter of Transmittal, but at a different address; or

          (c) certificates for any Shares not tendered, or tendered but not purchased, are to be returned to and in the name of a person other than the person(s) signing this Letter of Transmittal, then, in each such case, you must complete the boxes captioned “Special Payment Instructions” and/or “Special Delivery Instructions” as applicable in this Letter of Transmittal and make sure that the signatures herein are guaranteed as described in Instructions 1 and 8.

     11. Tax Identification Number and Backup Withholding. Under United States federal income tax laws, the Depositary will be required to withhold 28% of the amount of any payments made to certain shareholders or other payees pursuant to the Tender Offer. In order to avoid such backup withholding, each tendering shareholder that is a U.S. person (including a U.S. resident alien) must provide the Depositary with such shareholder’s correct taxpayer identification number by completing the Form W-9 set forth below.

     In general, if a shareholder is an individual, the taxpayer identification number is the social security number of such individual. If the Depositary is not provided with the correct taxpayer identification number, the shareholder may be subject to a penalty imposed by the Internal Revenue Service (“IRS”) and payments that are made to such shareholder pursuant to the Tender Offer may be subject to backup withholding. Certain shareholders (including, among others, all corporations and certain “Non-U.S. Holders” (as defined in Section 13 of the Offer to

15

Purchase)) are not subject to these backup withholding and reporting requirements. In order to satisfy the Depositary that a Non-U.S. Holder qualifies as an exempt recipient, such shareholder must submit an appropriate IRS Form W-8, signed under penalties of perjury, attesting to that person’s exempt status. You can obtain such forms from the Depositary.

     For further information concerning backup withholding and instructions for completing the Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Form W-9 if Shares are held in more than one name), consult the General Instructions and Specific Instructions beginning on Page 1 of the Form W-9 set forth below.

     Failure to complete the Form W-9 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold 28% of the amount of any payments made pursuant to the Tender Offer. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, the taxpayer may obtain a refund, provided that the required information is furnished to the IRS.

     NOTE: FAILURE TO COMPLETE AND RETURN THE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER. PLEASE REVIEW THE GENERAL INSTRUCTIONS AND SPECIFIC INSTRUCTIONS BEGINNING ON PAGE 1 OF THE FORM W-9 FOR ADDITIONAL DETAILS.

     In addition, as described in Section 3 of the Offer to Purchase, unless a reduced rate of withholding tax is applicable pursuant to an income tax treaty or an exemption from withholding is applicable because gross proceeds paid pursuant to the Tender Offer are effectively connected with the conduct of a trade or business within the United States (and, if an income tax treaty applies, the gross proceeds are attributable to a United States permanent establishment maintained by such Non-U.S. Holder), PGi will be required to withhold federal income tax at a rate of 30% from any gross proceeds paid to a Non-U.S. Holder or his agent. A Non-U.S. Holder may be eligible to file for a refund of such tax or a portion of such tax if such shareholder meets the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 13 of the Offer to Purchase, “Material U.S. Federal Income Tax Consequences,” or if such shareholder is entitled to a reduced rate of withholding pursuant to a tax treaty and PGi withheld at a higher rate.

     In order to obtain a reduced rate of withholding under an income tax treaty or an exemption, a Non-U.S. Holder must deliver to the Depositary, before the payment, a properly completed and executed IRS Form W-8BEN (with respect to income tax treaty benefits) or W-8ECI (with respect to amounts effectively connected with the conduct of a trade or business within the United States) claiming such a reduction or exemption. A shareholder can obtain the applicable forms from the Depositary. Non-U.S. Holders should consult their own tax advisors regarding the application of United States federal income tax withholding, including their potential eligibility for a withholding tax reduction or exemption, and the refund procedure.

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     12. Irregularities. PGi will determine in its sole discretion all questions as to the Purchase Price, the number of Shares to accept, and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of Shares. Any such determinations will be final and binding on all parties, subject to a challenge of such determination in a court of competent jurisdiction. PGi reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of PGi, be unlawful. PGi also reserves the absolute right to waive any of the conditions of the Tender Offer and any defect or irregularity in the tender of any particular Shares, and PGi’s interpretation of the terms of the Tender Offer, including these instructions, will be final and binding on all parties, subject to a challenge of such determination in a court of competent jurisdiction. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as PGi shall determine. None of PGi, the Depositary, the Information Agent, the Dealer Manager or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

     13. Questions; Requests for Assistance and Additional Copies. Please direct any questions or requests for assistance to the Information Agent or the Dealer Manager at their respective telephone number and addresses set forth on the last page of this Letter of Transmittal. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery should be directed to the Information Agent. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the Tender Offer.

     14. Holders of Stock Options. Holders of vested options (as defined in the Offer to Purchase) may exercise their vested but unexercised options in accordance with the terms of the applicable equity plan and tender the underlying Shares received upon exercise in accordance with the terms of the Tender Offer. Such option holders may use this Letter of Transmittal to tender the underlying Shares received upon exercise. The exercise of an option cannot be revoked even if Shares received upon exercise thereof and tendered in the Tender Offer are not purchased in the Tender Offer for any reason.

     Alternatively, holders of vested nonqualified options may, subject to certain limitations, conditionally exercise some or all of those options and tender the remaining underlying Shares, subject to acceptance in the Tender Offer. Holders of options who wish to conditionally exercise their options and tender the remaining underlying Shares may not use this Letter of Transmittal but instead must complete and deliver to PGi the Option Election Form in accordance with the Instructions for Tender through Conditional Exercise of Options included with the Offer to Purchase.

     15. Lost, Stolen, Destroyed or Mutilated Certificates. If any certificate representing any Shares has been lost, stolen, destroyed or mutilated, you should promptly notify American Stock Transfer & Trust Company, LLC, the transfer agent for the Shares, by calling (800) 937-5449 (toll-free) and asking for instructions on obtaining replacement certificate(s) and/or affidavits of loss at the address specified on the cover of this Letter of Transmittal. American Stock Transfer & Trust Company, LLC will require you to complete an affidavit of loss and return it to American Stock Transfer & Trust Company, LLC. You will then be instructed by American Stock Transfer &

17

Trust Company, LLC as to the steps you must take in order to replace the certificate and/or tender your shares notwithstanding your lack of a certificate. You may be required to post a bond to secure against the risk that the original certificate may be subsequently recirculated.

     We cannot process this Letter of Transmittal and related documents until you have followed the procedures for replacing lost, stolen, destroyed or mutilated certificates. We urge you to contact the transfer agent, American Stock Transfer & Trust Company, LLC, immediately, in order to receive further instructions, for a determination as to whether you will need to post a bond, and to permit timely processing of this documentation.

     Important: The Depositary must receive this Letter of Transmittal (together with certificate(s) for Shares or confirmation of book-entry transfer and all other required documents) or, if applicable, the Notice of Guaranteed Delivery, before the Expiration Time.

     The Letter of Transmittal and certificates for Shares and any other required documents should be sent or delivered by each tendering shareholder or its broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth above.

     Please direct any questions or requests for assistance to the Information Agent or the Dealer Manager at their respective telephone number and addresses set forth below. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery should be directed to the Information Agent. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the Tender Offer. To confirm delivery of your Shares, please contact the Depositary.

The Information Agent for the Tender Offer is:

INNISFREE M&A INCORPORATED
501 Madison Avenue
New York, NY 10022

Shareholders call toll free: 1-888-750-5834
Banks and Brokerage Firms, Please call collect: (212) 750-5833
The Dealer Manager for the Tender Offer is:

STEPHENS INC.
111 Center Street
Little Rock, AK 72201
(501) 377-3495

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Form W-9
(Rev. October 2007)		Request for Taxpayer	Give form to the
Department of the Treasury		Identification Number and	requester. Do not
Internal Revenue Service		Certification	send to the IRS.
Print	Name (as shown on your income tax return)
or
type	Business name, if different from above
	Check appropriate box: ¨    Individual/Sole proprietor      ¨    Corporation			¨    Exempt payee
	¨    Partnership
See	¨    Limited liability company. Enter the tax classification (D=disregarded
Special	entity, C=Corporation, P=partnership)4
Instructions	¨     Other (see instructions) 4
on page 2.
	Address (number, street, and apt. or suite no.)		Requester’s name and address
			(optional)
	City, state, and ZIP code
	List account number(s) here (optional)
Part I Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.			Social security number or Employer identification number

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4.

Sign	Signature of
Here	U.S. person 4	Date 4

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General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,
• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,
• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

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Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

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Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line.

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Limited liability company (LLC). Check the “Limited liability company” box only and enter the appropriate code for the tax classification (“D” for disregarded entity, “C” for corporation, “P” for partnership) in the space provided.

For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line.

For an LLC classified as a partnership or a corporation, enter the LLC’s name on the “Name” line and any business, trade, or DBA name on the “Business name” line.

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line.

Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the business name, sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

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8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for	THEN the payment is exempt for
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 13. Also, a person
	registered under the Investment Advisers Act
	of 1940 who regularly acts as a broker
Barter exchange transactions and patronage	Exempt payees 1 through 5
dividends
Payments over $600 required to be reported	Generally, exempt payees 1 through 72
and direct sales over $5,0001

1	See Form 1099-MISC, Miscellaneous Income, and its instructions.
2	However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has

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one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt payees, see Exempt Payee on page 2.

Signature requirements. Complete the certification as indicated in 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

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4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:	Give name and SSN of:
1. Individual	The individual
2. Two or more individuals (joint account)	The actual owner of the account or, if combined
	funds, the first individual on the account1
3. Custodian account of a minor (Uniform Gift to	The minor 2
Minors Act)
4. a. The usual revocable savings trust (grantor is	The grantor-trustee 1
also trustee)
b. So-called trust account that is not a legal or	The actual owner 1
valid trust under state law
5. Sole proprietorship or disregarded entity	The owner 3
owned by an individual
For this type of account:	Give name and EIN of:
6. Disregarded entity not owned by an individual	The owner
7. A valid trust, estate, or pension trust	Legal entity 4
8. Corporate or LLC electing corporate status on	The corporation
Form 8832
9. Association, club, religious, charitable,	The organization
educational, or other tax-exempt organization
10. Partnership or multi-member LLC	The partnership
11. A broker or registered nominee	The broker or nominee
12. Account with the Department of Agriculture	The public entity
in the name of a public entity (such as a state or
local government, school district, or prison) that
receives agricultural program payments

1	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
2	Circle the minor’s name and furnish the minor’s SSN.
3	You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

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⁴      List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,
• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

Call the IRS at 1-800-829-1040 if you think your identity has been used inappropriately for tax purposes.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS personal property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.consumer.gov/idtheft or 1-877-IDTHEFT (438-4338).

Visit the IRS website at www.irs.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other

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income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

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EX-99.(A)(1)(C)

Exhibit 99(a)(1)(C)

NOTICE OF GUARANTEED DELIVERY
(Not to be Used for Signature Guarantee)
for
Offer to Purchase
the Maximum Number of Shares at a Purchase Price
Not Greater Than $7.75 Nor Less Than $6.75 Per Share, in Cash,
Having an Aggregate Purchase Price
Not Exceeding $50,000,000
by
PREMIERE GLOBAL SERVICES, INC.

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 3, 2010, UNLESS PGI EXTENDS THE TENDER OFFER (SUCH TIME AND DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”).

     As set forth in Section 3 of the Offer to Purchase, dated October 26, 2010 (the “Offer to Purchase”), you should use this notice of guaranteed delivery (“Notice of Guaranteed Delivery”) (or a facsimile of it) to accept the Tender Offer (as defined herein) if:

(a) your share certificates are not immediately available or you cannot deliver certificates representing shares of common stock, par value $.01 per share (the “Shares”) of Premiere Global Services, Inc., a Georgia corporation (“PGi,” the “Company,” “we,” “our” or “us”), prior to the Expiration Time; or

(b) the procedure for book-entry transfer as described in Section 3 of the Offer to Purchase cannot be completed before the Expiration Time; or

(c) time will not permit a properly completed and duly executed letter of transmittal (“Letter of Transmittal”) and all other required documents to reach American Stock Transfer & Trust Company, LLC (the “Depositary”) referred to below before the Expiration Time.

     You may deliver this Notice of Guaranteed Delivery (or a facsimile of it), signed and properly completed, by mail, overnight courier or facsimile transmission so that the Depositary receives it before the Expiration Time. See Section 3 of the Offer to Purchase and Instruction 2 to the Letter of Transmittal.

If delivering by mail:	If delivering by hand or courier:
American Stock Transfer & Trust Company, LLC	American Stock Transfer & Trust Company, LLC
Operations Center	Operations Center
Attn: Reorganization Department	Attn: Reorganization Department
P.O. Box 2042	6201 15th Avenue
New York, New York 10272-2042	Brooklyn, New York 11219

     Delivery of this Notice of Guaranteed Delivery to an address other than those shown above or transmission via a facsimile number other than the one listed above does not constitute a valid delivery. Deliveries to PGi, or to the Dealer Manager or the Information Agent (each as defined in the Offer to Purchase) of the Tender Offer, will not be forwarded to the Depositary and therefore will not constitute valid delivery. Deliveries to The Depository Trust Company will not constitute valid delivery to the Depositary.

     You cannot use this Notice of Guaranteed Delivery form to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an “Eligible Institution” (as defined in the Offer to Purchase) under the instructions thereto, such signature must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

     The undersigned hereby tenders to PGi the number of Shares indicated below, at the price per Share indicated below, net to the seller in cash, without interest and subject to applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, which together (and as each may be amended or supplemented from time to time) constitute the “Tender Offer,” and the receipt of which is hereby acknowledged. This tender is being made pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Number of Shares Being Tendered Hereby: ____ Shares

CHECK ONE AND ONLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU
DO NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER
(See Instruction 5 of the Letter of Transmittal)

¨      The undersigned wants to maximize the chance of having PGi purchase all Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is willing to accept the purchase price determined by PGi pursuant to the Tender Offer (the “Purchase Price”). This action could result in receiving a price per Share of as low as $6.75.

— OR —

SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
(See Instruction 5 of the Letter of Transmittal)

By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the Purchase Price is less than the price checked below. A shareholder who desires to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which the shareholder tenders Shares. You cannot tender the same Shares at more than one price, unless you have previously validly withdrawn those Shares at a different price in accordance with Section 4 of the Offer to Purchase.

Price (in Dollars) Per Share at Which Shares Are Being Tendered
¨    $6.75	¨   $7.75
¨    $7.00	¨
¨    $7.25	¨
¨    $7.50	¨

You WILL NOT have validly tendered your Shares
unless you check ONE AND ONLY ONE BOX ON THIS PAGE.

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ODD LOTS
(See Instruction 6 of the Letter of Transmittal)

To be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares.

On the date hereof, the undersigned either (check ONE box):

¨      is the beneficial or record owner of an aggregate of fewer than 100 Shares and is tendering all of those Shares,

OR

¨       is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner(s) thereof, Shares with respect to which it is the record holder, and (ii) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all of such Shares.

In addition, the undersigned is tendering Shares (check ONE box):

¨         at the Purchase Price, which will be determined by PGi in accordance with the terms of the Tender Offer (persons checking this box should check the first box on page 2 of this Notice of Guaranteed Delivery, under the heading “Shares Tendered at Purchase Price Pursuant to the Tender Offer”); or

¨         at the price per Share indicated under the heading, “Price (in Dollars) Per Share at Which Shares Are Being Tendered” on page 2 of this Notice of Guaranteed Delivery.

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SHAREHOLDERS COMPLETE AND SIGN BELOW
Please type or print
Certificate No.(s) (if available):		Signature(s) of Shareholder(s):
_____________________________		Date:_____________________________
_____________________________		Date:_____________________________
_____________________________		Date:_____________________________
Name(s) of Shareholders:	Area Code & Phone No.:		Address(es) of Shareholders:
___________________________	___________________________		___________________________
___________________________	___________________________		___________________________
If Shares will be tendered by book-entry transfer provide the following information:
Name of Tendering Institution:		Account No:
___________________________		___________________________

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GUARANTEE
(Not to be used for Signature Guarantee)

     The undersigned, a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program, the Stock Exchange Medallion Program, or a bank, broker, dealer, credit union, savings association or other entity which is an “Eligible Guarantor Institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an “Eligible Institution”), guarantees the delivery of the Shares tendered hereby to the Depositary, in proper form for transfer, or a confirmation that the Shares tendered hereby have been delivered under the procedure for book-entry transfer set forth in the Offer to Purchase into the Depositary’s account at the book-entry transfer facility, together with a properly completed and duly executed Letter of Transmittal and any other required documents, all within three New York Stock Exchange trading days of the date hereof.

Name of	Name of
Firm: ______________________________________________	Firm: _____________________________________________
Authorized Signature: ____________________________________	Authorized Signature: ___________________________________
Name: ________________________________________________	Name:________________________________________________
Title: _________________________________________________	Title: ________________________________________________
Address: ______________________________________________	Address:______________________________________________
Zip Code: ______________________________________________	Zip Code: ______________________________________________
Area Code and Telephone Number: _______________	Area Code and Telephone Number: _________________
Dated: _________________________________________________	Dated: _________________________________________________

DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF
GUARANTEED DELIVERY. SHARE CERTIFICATES SHOULD BE SENT
WITH YOUR LETTER OF TRANSMITTAL.

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EX-99.(A)(1)(D)

Exhibit 99(a)(1)(D)

Offer to Purchase
the Maximum Number of Shares at a Purchase Price
Not Greater Than $7.75 Nor Less Than $6.75 Per Share, in Cash,
Having an Aggregate Purchase Price
Not Exceeding $50,000,000
by
PREMIERE GLOBAL SERVICES, INC.

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 3, 2010 UNLESS PGI EXTENDS THE TENDER OFFER (SUCH TIME AND DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”).

October 26, 2010

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

     We have been appointed by Premiere Global Services, Inc., a Georgia corporation (“PGi” or the “Company”), to act as the dealer manager (“Dealer Manager”) in connection with the Company’s offer to purchase for cash shares of its common stock, par value $.01 per share (the “Shares”) (or such lesser or greater amount as PGi may elect to purchase, subject to applicable law), at a purchase price determined pursuant to tenders at prices specified by the tendering shareholders of not greater than $7.75 nor less than $6.75 per Share, that will enable PGi to purchase the maximum number of tendered Shares having an aggregate purchase price not exceeding $50,000,000. The terms and conditions of the offer are set forth in the offer to purchase (“Offer to Purchase”), dated October 26, 2010, and the letter of transmittal (“Letter of Transmittal”), which together (and as each may be amended or supplemented from time to time) constitute the “Tender Offer.”

     PGi will, upon the terms and subject to the conditions of the Tender Offer, determine a single per Share price, not greater than $7.75 nor less than $6.75 per Share (the “Purchase Price”), that PGi will pay for Shares properly tendered and not properly withdrawn pursuant to the terms of the Tender Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. PGi will select the lowest Purchase Price that will allow PGi to purchase the maximum number of Shares properly tendered in the Tender Offer and not properly withdrawn having an aggregate purchase price not exceeding $50,000,000, at prices not greater than $7.75 nor less than $6.75 per share, under the Tender Offer.

     PGi reserves the right, in its sole discretion, to increase the maximum aggregate purchase price, subject to applicable law. In accordance with the rules of the Securities and Exchange Commission (the “SEC”), PGi may purchase an additional amount of shares not to exceed 2% of the outstanding shares (approximately 1,208,144 shares as of September 30, 2010) without amending or extending the Offer. See Section 1 of the Offer to Purchase.

     All Shares properly tendered before the Expiration Time at prices equal to or below the Purchase Price and not validly withdrawn will be purchased by PGi at the Purchase Price, net to the seller in cash, without interest, upon the terms and subject to the conditions of the Tender Offer, including the proration and “odd lot” priority provisions thereof. See Section 1 of the Offer to Purchase. Shares tendered at prices in excess of the Purchase Price and Shares that PGi does not accept for purchase because of proration will be returned at PGi’s expense to the shareholders that tendered such Shares, promptly after the Expiration Time.

     If, at the Expiration Time, the number of Shares properly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $50,000,000 (or such lesser or greater number of Shares as PGi may elect to purchase, subject to applicable law), and not properly withdrawn, PGi will buy Shares:

• first, from all holders of “odd lots” (holders of less than 100 Shares) who properly tender all their Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Time; and

• second, on a pro rata basis from all other shareholders who properly tender Shares at or below the Purchase Price (including those shareholders who hold their Shares through the 401(k) Plan (as defined in the Offer to Purchase) and any option holders electing to conditionally exercise their options, as described in the Offer to Purchase).

     The Tender Offer is not conditioned on any minimum number of Shares being tendered. The Tender Offer is, however, subject to a number of other conditions. See Section 6 of the Offer to Purchase.

     For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1.	Offer to Purchase, dated October 26, 2010;
2.	Letter to Clients, which you may send to your clients for whom you hold Shares registered in your name or in the name of your nominee, with an Instruction Form provided for obtaining such clients’ instructions with regard to the Tender Offer;
3.	Letter of Transmittal, for your use and for the information of your clients, together with accompanying instructions, Form W-9, and Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Form W- 9; and
4.	Notice of Guaranteed Delivery, to be used to accept the Tender Offer in the event that you are unable to deliver the Share certificates, together with all other required documents, to the Depositary before the Expiration Time, or if the procedure for book-entry transfer cannot be completed before the Expiration Time.

- 2 -

     WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 3, 2010, UNLESS PGI EXTENDS THE TENDER OFFER.

     No fees or commissions will be payable to brokers, dealers, commercial banks, trust companies or any person for soliciting tenders of Shares under the Tender Offer other than fees paid to us, the Information Agent (as specified below) and the trustee for the Premiere Global Services, Inc. 401(k) Plan, as described in the Offer to Purchase. PGi will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the enclosed materials to their customers who are beneficial owners of Shares held by them as a nominee or in a fiduciary capacity. PGi will pay or cause to be paid any stock transfer taxes applicable to its purchase of Shares pursuant to the Tender Offer, except as otherwise provided in the Offer to Purchase and Letter of Transmittal. See Instruction 9 of the Letter of Transmittal. No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of any of PGi, the depositary, or the information agent for purposes of the Tender Offer.

     For Shares to be properly tendered pursuant to the Tender Offer, the Depositary must timely receive (1) the Share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees or an “Agent’s Message” (as defined in the Offer to Purchase) and any other documents required pursuant to the Tender Offer, or (2) the tendering shareholder must comply with the guaranteed delivery procedures, all in accordance with the instructions set forth in the Offer to Purchase and Letter of Transmittal.

     Shareholders (a) whose Share certificates are not immediately available or who will be unable to deliver to the Depositary the certificate(s) for the Shares being tendered and all other required documents before the Expiration Time, or (b) who cannot complete the procedures for book-entry transfer before the Expiration Time, must tender their Shares according to the procedure for guaranteed delivery set forth in Section 3 of the Offer to Purchase.

     The Board of Directors of PGi has approved the Tender Offer. However, none of PGi, its Board of Directors, the Dealer Manager, the Information Agent, or the Depositary has made or is making any recommendation to shareholders as to whether to tender or refrain from tendering their Shares for purchase, or as to the price at which shareholders should choose to tender their Shares. Shareholders must make their own decisions as to whether to tender their Shares and, if so, how many Shares to tender and the price at which they should tender such Shares. The directors and executive officers of PGi are entitled to participate in the Tender Offer on the same basis as all other shareholders. However, PGi’s directors and executive officers, other than Boland T. Jones, PGi’s Chairman and Chief Executive Officer, have advised PGi that they will not tender Shares in the Tender Offer. Mr. Jones’ current intention is to tender or sell in the open market sufficient shares to repay his loan from PGi. See Section 10 of the Offer to Purchase

- 3 -

     Please address any inquiries you may have with respect to the Tender Offer to us, or to the Information Agent, Innisfree M&A Incorporated, at our addresses and telephone numbers as set forth on the back cover page of the Offer to Purchase.

     You may obtain additional copies of the enclosed material from the Information Agent by calling (212) 750-5833.

     Capitalized terms used but not defined herein have the meanings assigned to them in the Offer to Purchase and the Letter of Transmittal.

Very truly yours,

Stephens Inc.

Dealer Manager

Enclosures.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AN AGENT OF PGI, THE INFORMATION AGENT, THE DEALER MANAGER, THE TRUSTEE FOR ANY PGI EMPLOYEE PLAN, OR THE DEPOSITARY OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE TENDER OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN

- 4 -

EX-99.(A)(1)(E)

Exhibit 99(a)(1)(E)

Offer to Purchase
the Maximum Number of Shares at a Purchase Price
Not Greater Than $7.75 Nor Less Than $6.75 Per Share, in Cash,
Having an Aggregate Purchase Price
Not Exceeding $50,000,000

by
PREMIERE GLOBAL SERVICES, INC. 

    THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 3, 2010, UNLESS PGI EXTENDS THE TENDER OFFER (SUCH TIME AND DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”).

October 26, 2010

To Our Clients:

     Enclosed for your consideration are the offer to purchase, dated October 26, 2010 (“Offer to Purchase”), and the letter of transmittal (“Letter of Transmittal”) in connection with the offer by Premiere Global Services, Inc., a Georgia corporation (“PGi”), to purchase for cash shares of its common stock, par value $.01 per share (the “Shares”) (or such lesser or greater amount as PGi may elect to purchase, subject to applicable law), at a purchase price to be determined pursuant to tenders at prices specified by the tendering shareholders of not greater than $7.75 nor less than $6.75 per Share, pursuant to the Offer to Purchase and the Letter of Transmittal, which together (as each may be amended and supplemented from time to time) constitute the “Tender Offer,” that will enable PGi to purchase the maximum number of tendered Shares having an aggregate purchase price not exceeding $50,000,000.

     PGi will, upon the terms and subject to the conditions of the Tender Offer, determine a single per Share price, not greater than $7.75 nor less than $6.75 per Share (the “Purchase Price”), that it will pay for Shares properly tendered and not properly withdrawn pursuant to the terms of the Tender Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. PGi will select the lowest Purchase Price that will allow it to purchase the maximum number of Shares properly tendered in the Tender Offer and not properly withdrawn, having an aggregate purchase price not exceeding $50,000,000, at prices not greater than $7.75 nor less than $6.75 per share, under the Tender Offer.

     PGi reserves the right, in its sole discretion, to increase the maximum aggregate purchase price, subject to applicable law. In accordance with the rules of the Securities and Exchange Commission (the “SEC”), PGi may purchase an additional amount of shares not to exceed 2% of the outstanding shares (approximately 1,208,144 shares as of September 30, 2010) without amending or extending the Offer.

     All Shares properly tendered before the Expiration Time at prices at or below the Purchase Price and not properly withdrawn will be purchased by PGi at the Purchase

Price, net to the seller in cash, without interest, upon the terms and subject to the conditions of the Tender Offer, including the proration and “odd lot” priority provisions thereof. All Shares tendered at prices in excess of the Purchase Price and all Shares that PGi does not accept for purchase because of proration will be returned at PGi’s expense to the shareholders that tendered such Shares promptly after the Expiration Time.

     We are the owner of record of Shares held for your account. As such, we are the only ones who can tender your Shares, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only. You cannot use the Letter of Transmittal to tender Shares that we hold for your account. The Letter of Transmittal must be completed and executed by us, according to your instructions.

     Please instruct us as to whether you wish us to tender, on the terms and subject to the conditions of the Tender Offer, any or all of the Shares that we hold for your account by completing and signing the Instruction Form enclosed herein.

     Please note carefully the following:

1.	You may tender Shares at prices not greater than $7.75 nor less than $6.75 per Share, in increments of $0.25, as indicated in the enclosed Instruction Form, net to you in cash, less any applicable withholding tax and without interest.
2.	You should consult with your broker and/or your tax advisors as to whether (and if so, in what manner) you should designate the priority in which you want your tendered Shares to be purchased in the event of proration.
3.	The Tender Offer is not conditioned upon any minimum number of Shares being tendered. However, it is subject to the other conditions, as set forth in Section 6 of the Offer to Purchase, which you should read carefully.
4.	The Tender Offer will expire at 5:00 p.m., New York City time, on Friday, December 3, 2010, unless the Tender Offer is extended or withdrawn.
5.	The Tender Offer is for the maximum number of Shares properly tendered in the Tender Offer and not properly withdrawn having an aggregate purchase price not exceeding $50,000,000 (or such lesser or greater number of Shares as PGi may elect to purchase, subject to applicable law), which may be up to 7,407,407 Shares, constituting approximately 12% of the Shares of common stock outstanding as of September 30, 2010.
6.	If you are a tendering shareholder who is a registered shareholder or who tenders your Shares directly to American Stock Transfer & Trust Company, LLC (the “Depositary”), you will not be obligated to pay any brokerage commissions or fees, solicitation fees, or (except as set forth in the Offer to Purchase and Instruction 9 to the Letter of Transmittal) stock transfer taxes on PGi’s purchase of Shares under the Tender Offer.

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7.	If you (a) own beneficially or of record an aggregate of fewer than 100 Shares, (b) instruct us to tender on your behalf ALL of the Shares you own at or below the Purchase Price before the Expiration Time and (c) check the box captioned “Odd Lots” in the attached Instruction Form, then PGi, upon the terms and subject to the conditions of the Tender Offer, will accept all of your tendered Shares for purchase regardless of any proration that may be applied to the purchase of other Shares properly tendered but not meeting the above conditions.
8.	Shareholders who wish to tender portions of their Shares at different prices must complete a SEPARATE Instruction Form for each price at which they wish to tender each such portion of their Shares. We must and will submit separate Letters of Transmittal on your behalf for each price you will accept.
9.	The Board of Directors of PGi has approved the Tender Offer. However, none of PGi, its Board of Directors, the Dealer Manager (as specified in the Offer to Purchase), the Information Agent (as specified in the Offer to Purchase) or the Depositary makes any recommendation to you as to whether to tender or refrain from tendering your Shares for purchase, or as to the price at which you should choose to tender your Shares. You must make your own decisions as to whether to tender your Shares and, if so, how many Shares to tender and the price at which you should tender such Shares. The directors and executive officers of PGi are entitled to participate in the Tender Offer on the same basis as all other shareholders. However, PGi’s directors and executive officers, other than Boland T. Jones, PGi’s Chairman and Chief Executive Officer, have advised PGi that they will not tender Shares in the Tender Offer. Mr. Jones’ current intention is to tender or sell in the open market sufficient shares to repay his loan from PGi. See Section 6 of the Offer to Purchase.

     If you wish to have us tender any or all of your Shares, please instruct us to that effect by completing, executing, and returning to us the enclosed Instruction Form. A pre-addressed envelope is enclosed for your convenience. If you authorize us to tender your Shares, we will tender all of the Shares that we hold beneficially for your account unless you specify otherwise on the enclosed Instruction Form.

     Please forward your completed Instruction Form to us in a timely manner to give us ample time to permit us to submit the tender on your behalf before the Expiration Time of the Tender Offer. The Tender Offer, proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on Friday, December 3, 2010, unless the Tender Offer is extended or withdrawn.

     As described in the Offer to Purchase, if, at the Expiration Time, the number of Shares properly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $50,000,000 (or such lesser or greater number of Shares as PGi may elect to purchase subject to applicable law), then PGi will accept Shares for purchase at the Purchase Price in the following order of priority:

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1.	First, PGi will purchase all Shares properly tendered at or below the Purchase Price and not properly withdrawn before the Expiration Time by any holder of less than 100 Shares in the aggregate (an “Odd Lot Holder”) who:
	(a)	tenders ALL of the Shares owned beneficially or of record by such Odd Lot Holder at or below the Purchase Price before the Expiration Time (partial tenders will not qualify for this preference); AND
	(b)	completes the section captioned “Odd Lots” on the Letter of Transmittal and, if applicable, on the notice of guaranteed delivery, without regard to any proration that would otherwise be applicable to such “odd lot” Shares.
2.	Second, after PGi has purchased all properly tendered (and not validly withdrawn) “odd lot” Shares, PGi will purchase all other Shares properly tendered at or below the Purchase Price before the Expiration Time (and not properly withdrawn) on a pro rata basis if necessary (including Shares held through the Premiere Global Services, Inc. 401(k) Plan or issuable upon the exercise of options), with adjustments to avoid purchases of fractional Shares, all as provided in the Offer to Purchase.

     The Tender Offer is being made solely under the Offer to Purchase and the Letter of Transmittal and is being made to all record holders of Shares. The Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would not be in compliance with the laws of the jurisdiction, provided that PGi will comply with the requirements of Exchange Act Rule 13e-4(f)(8). In any jurisdiction where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer shall be deemed to be made on PGi’s behalf by the Dealer Manager or by one or more registered brokers or dealers licensed under the laws of that jurisdiction.

     YOUR PROMPT ACTION IS REQUESTED. PLEASE FORWARD YOUR COMPLETED INSTRUCTION FORM TO US IN AMPLE TIME TO PERMIT US TO SUBMIT THE TENDER ON YOUR BEHALF BEFORE THE EXPIRATION OF THE TENDER OFFER.

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Instruction Form with Respect to
PREMIERE GLOBAL SERVICES, INC.
Offer to Purchase
the Maximum Number of Shares at a Purchase Price
Not Greater Than $7.75 Nor Less Than $6.75 Per Share, in Cash,
Having an Aggregate Purchase Price
Not Exceeding 50,000,000

     The undersigned acknowledge(s) receipt of your letter in connection with the offer by Premiere Global Services, Inc., a Georgia corporation (“PGi”) to purchase for cash shares of its common stock, par value $.01 per share (the “Shares”) (or such lesser or greater amount as PGi may elect to purchase, subject to applicable law), at a purchase price determined pursuant to tenders at prices specified by the tendering shareholders of not greater than $7.75 nor less than $6.75 per Share, upon the terms and subject to the conditions set forth in this offer to purchase (“Offer to Purchase”) and the letter of transmittal (“Letter of Transmittal” which together with the Tender Offer to Purchase, as they may be amended and supplemented from time to time, constitute the “Tender Offer”), that will enable PGi to purchase the maximum number of tendered Shares having an aggregate purchase price not exceeding $50,000,000.

     The undersigned understands that PGi will, upon the terms and subject to the conditions of the Tender Offer, (i) determine a single per Share price not greater than $7.75 nor less than $6.75 per Share (the “Purchase Price”) and (ii) purchase the Shares properly tendered and not properly withdrawn under the Tender Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. PGi will select the lowest Purchase Price that will allow it to purchase the maximum number of Shares properly tendered in the Tender Offer and not properly withdrawn, having an aggregate purchase price not exceeding $50,000,000 (or such lesser or greater number of Shares as PGi may elect to purchase subject to applicable law), at prices not greater than $7.75 nor less than $6.75 per Share under the Tender Offer. PGi will purchase all Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn at the Purchase Price, net to the seller in cash, without interest, upon the terms and subject to the conditions of the Tender Offer, including the proration and odd lot priority provisions described in the Offer to Purchase. All other Shares, including Shares tendered at prices in excess of the Purchase Price and Shares that PGi does not accept for purchase because of proration, will be returned at PGi’s expense to the shareholders that tendered such Shares promptly.

     The undersigned hereby instruct(s) you to tender to PGi the number of Shares indicated below or, if no number is indicated, all Shares you hold for the account of the undersigned, at the price per Share indicated below, in accordance with the terms and subject to the conditions of the Tender Offer.

     NUMBER OF SHARES TO BE TENDERED BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED:

     __________________ SHARES^*

*      Unless you indicate otherwise, we will assume that you are instructing us to tender all of the Shares that we hold for your account.

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SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER
OFFER
(See Instruction 5 of the Letter of Transmittal)

¨     The undersigned wants to maximize the chance of having PGi purchase all Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is willing to accept the Purchase Price determined by PGi pursuant to the Tender Offer (the “Purchase Price”). This action may increase the chances of the undersigned receiving a price per Share of as low as $6.75.

— OR —

SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
(See Instruction 5 of the Letter of Transmittal)

By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the Purchase Price is less than the price checked below. A shareholder who desires to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which the shareholder tenders Shares. You cannot tender the same Shares at more than one price, unless you have previously validly withdrawn those Shares at a different price in accordance with Section 4 of the Offer to Purchase.

Price (in Dollars) Per Share at Which Shares Are Being Tendered

¨	$6.75	¨	$7.75
¨	$7.00
¨	$7.25
¨	$7.50

You WILL NOT have validly tendered your Shares unless you check ONE AND ONLY ONE BOX ON THIS PAGE.

CHECK ONE AND ONLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

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ODD LOTS
(See Instruction 6 of the Letter of Transmittal)

To be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares.

¨     By checking this box, the undersigned represents that the undersigned owns beneficially or of record an aggregate of fewer than 100 Shares and is instructing the holder to tender all such Shares.

In addition, the undersigned is tendering Shares either (check ONE box):

¨        at the Purchase Price, which will be determined by PGi in accordance with the terms of the Tender Offer (persons checking this box should check the first box on the previous page, under the heading “Shares Tendered at Price Determined Pursuant to the Tender Offer”); OR

¨       at the price per Share indicated on the previous page under “Price (in Dollars) Per Share at Which Shares Are Being Tendered.”

     THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, WE RECOMMEND REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED. IN ALL CASES, PLEASE ALLOW SUFFICIENT TIME TO ASSURE DELIVERY.

— PLEASE SIGN ON THE NEXT PAGE —

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SIGNATURE

Please Print
Signatures(s): _______________________________________________________________________________________
Name(s) ___________________________________________________________________________________________
Taxpayer Identification or Social Security Number: ___________________________________________________________
Address(es): _______________________________________________________________________________________
(include zip code) ____________________________________________________________________________________
Area Code & Phone Number(s): _________________________________________________________________________
Date: _____________________________________________________________________________________________

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EX-99.(A)(1)(F)

Exhibit 99(a)(1)(F)

IMMEDIATE ATTENTION REQUIRED

October 26, 2010

RE: Premiere Global Services, Inc. 401(k) Plan
Premiere Global Services, Inc. Tender Offer

Dear Participant:

     The enclosed tender offer materials and Direction Form require your immediate attention. Our records reflect that, as a participant in the Premiere Global Services, Inc. 401(k) Plan (the “PGi 401(k) Plan”), all or a portion of your individual account is invested in an employer stock fund in the PGi 401(k) Plan (the “PGi Stock Fund”). The tender offer materials describe an offer by Premiere Global Services, Inc. (“PGi”) to purchase, for not more than $50,000,000 in cash, up to 7,407,407 shares of its common stock, par value $0.01 per share (the “Shares”) (or such lesser or greater amount as PGi may elect to purchase subject to applicable law), at a price not greater than $7.75 per Share nor less than $6.75 per Share, to the seller in cash, without interest (the “tender offer”). The tender offer is made upon the terms and subject to the conditions described in the offer to purchase, dated as of October 26, 2010 (the “offer to purchase”), which is enclosed, as amended or supplemented from time to time. The tender offer is not conditioned on any minimum number of Shares being tendered, but is subject to the other conditions, set forth in the offer to purchase.

     You are being asked to provide direction on how to respond to the tender offer, as explained more fully below. You may tender all or part of the PGi common stock which is attributable to your interest in the PGi Stock Fund. The PGi Stock Fund is established to facilitate the investment in PGi common stock for participants in the PGi 401(k) Plan. It operates similar to a mutual fund. The fund is invested primarily in PGi common stock with a small portion in a money market fund to cover the cash needs in the fund, such as participant investment transfers and benefit distributions. Currently, less than 5% of the value of the PGi Stock Fund is held in a money market fund (the percentages can vary from time to time depending upon changes in the fund such as the value of PGi common stock, additional investment in the fund by participants and the amount of distributions being made from the fund). Participants hold shares of the PGi Stock Fund representing their proportionate interest in the PGi Stock Fund, therefore, each share of the PGi Stock Fund represents your proportionate interest in the Shares held by the fund and the money market investment portion of the fund. The number of Shares attributable to your interest in the PGi Stock Fund is referred to herein as “Equivalent Shares.” Please note that the number of Equivalent Shares credited to your PGi 401(k) Plan account is indicated as of a specified date on the enclosed Direction Form. Your Equivalent Shares may change prior to the end of the tender offer period as a result of activity in your PGi 401(k) Plan account or changes in the percentage of the fund invested in PGi common stock. Since the percentage of the PGi Stock Fund invested in PGi common stock and the money market fund is typically stable, change in your Equivalent Shares is generally due to activity in your account, such as contributions, investment transfers and distributions.

     As described below, you have the right to instruct Wells Fargo Bank N.A., as trustee of the PGi 401(k) Plan (the “Trustee”), concerning whether to tender Equivalent Shares attributable to your individual account under the PGi 401(k) Plan. For any Equivalent Shares in the PGi 401(k) Plan that are tendered and purchased by PGi, PGi will pay cash to your account in the PGi 401(k) Plan. INDIVIDUAL PARTICIPANTS WILL NOT RECEIVE ANY CASH TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE PGi 401(k) PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN.

     The remainder of this letter summarizes the tender offer transaction, your rights with respect to the tender offer under the PGi 401(k) Plan and the procedures for providing direction to the Trustee. You should also carefully review the more detailed description of the tender offer provided in the offer to purchase.

BACKGROUND

     PGi has made an offer to its shareholders to purchase PGi common stock with an aggregate purchase price not exceeding $50,000,000 (or such lesser or greater amount as PGi may elect to purchase, subject to applicable law). PGi will select the lowest purchase price of not greater than $7.75 nor less than $6.75 per Share that will allow PGi to purchase the maximum number of Shares properly tendered in the tender offer and not properly withdrawn having an aggregate purchase price not exceeding $50,000,000. PGi reserves the right, in its sole discretion, to purchase more or less than such maximum number of Shares in the tender offer, subject to applicable law. All Shares acquired in the tender offer will be acquired at the same purchase price regardless of whether the stockholder tendered at a lower price.

     The enclosed offer to purchase sets forth the objectives, terms and conditions of the tender offer and is being provided to all PGi shareholders. As previously noted, the tender offer extends to the Equivalent Shares held in the PGi 401(k) Plan. As of the date of this notice, the PGi 401(k) Plan had approximately 247,000 Equivalent Shares allocated to participant accounts. Only the Trustee can tender these Equivalent Shares in the tender offer. Nonetheless, as a participant under the PGi 401(k) Plan, you have the right to direct the Trustee whether or not to tender some or all of the Equivalent Shares attributable to your individual account in the PGi 401(k) Plan (denominated in whole percentages), and the price or prices at which you want to tender the specified percentage of such Equivalent Shares, which, as set forth below, may be either at a fixed price or prices or at the price to be determined pursuant to the tender offer. Unless otherwise required by applicable law, the Trustee will tender Equivalent Shares attributable to participant accounts in accordance with participant instructions and the Trustee will not tender Equivalent Shares attributable to participant accounts for which it does not receive timely or complete instructions or for which it has received a direction not to tender. If you do not complete the enclosed Direction Form and return it to the Tabulator on a timely basis, you will be deemed to have elected not to participate in the tender offer

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and no Equivalent Shares attributable to your PGi 401(k) Plan account will be tendered.

LIMITATIONS ON YOUR DIRECTIONS

     The enclosed Direction Form for the PGi 401(k) Plan allows you to specify the percentage or percentages (denominated in whole percentages and not to exceed 100% in total) of the Equivalent Shares attributable to your account that you wish to tender at the price or prices at which you want to tender the specified percentage of such Equivalent Shares. As described further below, the price you select may be either a single fixed price or multiple fixed prices or at the price to be determined pursuant to the tender offer. As detailed below, when the Trustee tenders Equivalent Shares on behalf of the PGi 401(k) Plan, they may be required to tender Equivalent Shares on terms different from those set forth on your Direction Form.

     The Employee Retirement Income and Security Act of 1974, as amended (“ERISA”), prohibits the sale of Equivalent Shares by the PGi 401(k) Plan to PGi for less than “adequate consideration” which is defined in ERISA for a publicly traded company as the prevailing price on a national securities exchange, in this case, the New York Stock Exchange, on or about the date the Equivalent Shares are tendered by the Trustee (the “Prevailing Market Price”). Accordingly, the Trustee will tender or not tender your Equivalent Shares as follows:

• if the Prevailing Market Price is greater than the maximum tender price offered by PGi ($7.75 per Share), notwithstanding your direction to tender Equivalent Shares in the tender offer, the Equivalent Shares will not be tendered;

• if the Prevailing Market Price is lower than the price or prices at which you direct the Equivalent Shares be tendered, notwithstanding the lower Prevailing Market Price, the Trustee will follow your direction both as to percentage of Equivalent Shares to tender and as to the price or prices at which such Equivalent Shares are tendered;

• if the Prevailing Market Price is greater than the price or prices at which you direct the Equivalent Shares be tendered but within the range of $6.75 to $7.75, the Trustee will follow your direction regarding the percentage of Equivalent Shares to be tendered, but the price or prices at which such Equivalent Shares are to be tendered will be increased to the lowest tender price (to the extent necessary) that is not less than the Prevailing Market Price; and

• if the Prevailing Market Price is within the range of $6.75 to $7.75, for the percentage of Equivalent Shares directed to be tendered at the per Share purchase price to be determined pursuant to the tender offer, such Equivalent Shares will be tendered at the lowest tender price that is not less than the Prevailing Market Price.

     The Board of Directors of PGi has approved the tender offer. However, none of the Trustee, the PGi 401(k) Plan administrative committee, PGi or its Board of

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Directors is making any recommendation to you as to whether to tender or refrain from tendering your Equivalent Shares, or as to the price or prices at which you should choose to tender your Equivalent Shares. EACH PARTICIPANT OR BENEFICIARY MUST MAKE AND IS RESPONSIBLE FOR HIS OR HER OWN DECISIONS. It is recommended that you consult with your tax, legal and financial advisors prior to making any decision.

CONFIDENTIALITY

     To assure the confidentiality of your decision, the Tabulator will tabulate participant directions and provide them directly to the Trustee. The Trustee, its affiliates and its agents will not make your individual direction available to PGi.

PROCEDURE FOR DIRECTING TRUSTEE

     Enclosed is a Direction Form which should be completed and returned to the Tabulator. If you do not properly complete and return a Direction Form by the deadline specified below, such Equivalent Shares will be considered NOT TENDERED.

     To properly complete your Direction Form, you must do the following:

1)	Specify the percentage (in whole numbers) of the Equivalent Shares that you wish to tender at one or more of the price points listed in the table. In addition to the price points (ranging from $6.75 to $7.75 per Share), you also may elect to tender a percentage of your Equivalent Shares at the per Share purchase price to be determined pursuant to the tender offer (denoted by $TBD in the table), which may result in you receiving a price per Share as low as $6.75 and as high as $7.75 for the percentage of your Equivalent Shares tendered at “$TBD.”
	The total of the percentages you specify may not exceed 100%, but you may tender less than 100%. If the total of the percentages you specify in your Direction Form is less than 100%, you will be deemed to have instructed the Trustee NOT to tender the balance of the Equivalent Shares in your PGi 401(k) Plan account. If the total of the percentages you specify in your Direction Form exceeds 100%, your Direction Form will be rejected and none of the Equivalent Shares attributable to your account will be tendered.
2)	Provide the personal information required and date and sign the Direction Form in the space provided.
3)	Return the Direction Form in the enclosed return envelope to Computershare Trust Company, N.A., the tabulator selected for the Trustee (the “Tabulator”) in the enclosed return envelope, by fax to (617) 360-6810 or by regular mail or overnight courier to:

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Mail:	Overnight Courier:
Computershare	Computershare
c/o Voluntary Corporate Actions	c/o Voluntary Corporate Actions
P.O. Box 43011	Suite V
Providence, RI 02940-3011	250 Royall Street
	Canton, MA 02021

Despite any deadlines set forth in other tender offer materials you receive, and the commencement of the Blackout Period as described below and in a letter separately furnished to you, your Direction Form must be RECEIVED by 4:00 P.M., Eastern Time, on November 29, 2010 (the "Election Deadline"), unless the tender offer is extended.

     Your direction will be deemed irrevocable unless withdrawn by the Election Deadline, unless the tender offer is extended. In order to make an effective withdrawal of your direction, you must submit a new Direction Form which may be obtained by calling the Trustee at the Wells Fargo benefits Helpline at (888) 319-9451. Customer service representatives are available Monday through Friday, from 7:00 A.M. to 10:00 P.M. Central Time. Upon receipt of a new, completed, and signed Direction Form to the Tabulator by the deadline specified above, your previous direction will be deemed canceled and replaced by your new direction. To totally revoke a previous tender, submit a new Direction Form with a “0” at every price point listed in the Direction Form. The last Direction Form received by the Tabulator that is properly executed will be considered the controlling valid direction.

     Your tender election will only be valid if you use the Direction Form applicable to the PGi 401(k) Plan as indicated at the top and bottom of the form. Do not use any of the other forms provided by PGi in the enclosed tender offer materials. A Direction Form for the PGi 401(k) Plan is only valid if it is submitted to the Tabulator. A Direction Form for the PGi 401(k) Plan submitted to PGi or the Trustee will not be valid.

     The Trustee will then transfer the appropriate portion of your PGi Stock Fund balance to a new account, the "PGi Tendered Stock Account". The amount credited to your PGi Tendered Stock Account will be determined by the percentage of Equivalent Shares you designated to be tendered on your Direction Form applied to your total interest in the PGi Stock Fund as of the Election Deadline. That percentage of the PGi Stock Fund will be transferred to your PGi Tendered Stock Account, and will include the corresponding percentage of the money market portion and the PGi common stock portion of the PGi Stock Fund. Therefore, the PGi common stock portion of your PGi Tendered Stock Account will equal the Equivalent Shares you have designated to be tendered. The Trustee will tender the appropriate number of Shares on behalf of all participants in the PGi 401(k) Plan. Any percentage of your Equivalent Shares attributable to your PGi Stock Fund account that you did not elect to be tendered will remain in the PGi Stock Fund in your PGi 401(k) Plan account.

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     PGi will then buy up to 7,407,407 Shares (or such lesser or greater amount as PGi may elect to purchase subject to applicable law), that were properly tendered through the tender offer, including the Equivalent Shares. If there is an excess of Shares tendered over the exact number desired by PGi, Shares tendered pursuant to the tender offer may be subject to proration, as described in the offer to purchase. The preferential treatment of holders of fewer than 100 Shares, as described in the offer to purchase, will not apply to participants in the PGi 401(k) Plan, regardless of the number of Equivalent Shares within their individual account.

EFFECT OF TENDER ON YOUR ACCOUNT

     If you direct the Trustee to tender all or a portion of the Equivalent Shares attributable to your PGi 401(k) Plan account, that portion of your account is represented by your PGi Tendered Stock Account. You will not be able to direct investment changes with respect to your PGi Tendered Stock Account, or request a loan or distribution that relates to your PGi Tendered Stock Account, at any time beginning at 4:00 P.M., Eastern Time on November 29, 2010, until such time as the sale proceeds and all other tender transactions have been allocated to the applicable PGi 401(k) Plan accounts, which is anticipated to occur during the week ending December 17, 2010 (the “Blackout Period”). Unfortunately, a specific date to finalize the tender transaction in participant accounts cannot be determined at this time. These restrictions on your balance in the PGi Tendered Stock Account will apply whether or not your direction to tender Equivalent Shares is accepted to be purchased by PGi.

     If you directed the Trustee not to tender all or any portion of the Equivalent Shares attributable to your account or you did not return your Direction Form in a timely manner, those Equivalent Shares will remain in the PGi Stock Fund, and, with respect to those Equivalent Shares that you did not tender, you will continue to have access to all transactions normally available to the PGi Stock Fund, subject to the rules of the PGi 401(k) Plan.

     If you elect to tender your Equivalent Shares, you will not be obligated to pay any brokerage fees or commissions or solicitation fees to tender your Equivalent Shares. You will also not be obligated to pay any stock transfer taxes on the transfer of Equivalent Shares pursuant to the tender offer.

SHARES NOT ACCEPTED BY THE TENDER OFFER

     Any Equivalent Shares tendered at your direction and not accepted by the tender offer and any cash related to those Equivalent Shares will be transferred from your PGi Tendered Stock Account and reinvested in shares of the PGi Stock Fund based on the closing prices on the date that the Shares and cash are transferred. The Trustee will complete the reinvestment of your Equivalent Shares not accepted by the tender offer and cash related to those Equivalent Shares in the PGi Stock Fund as soon as administratively possible after reconciliation of the purchase transaction by PGi with respect the PGi 401(k) Plan. It is anticipated that the processing of participant accounts will be completed

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during the week ending December 17, 2010. Unfortunately, a specific date to finalize the tender transaction in participant accounts cannot be determined at this time.

INVESTMENT OF PROCEEDS

     For any Equivalent Shares in the PGi 401(k) Plan that are tendered and purchased by PGi, PGi will pay cash to the PGi 401(k) Plan. INDIVIDUAL PARTICIPANTS WILL NOT, HOWEVER, RECEIVE ANY CASH TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE PGi 401(k) PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN.

     The sale proceeds from your tendered Equivalent Shares accepted by the tender offer will be credited to your PGi 401(k) Plan account. The Trustee will invest the sale proceeds received with respect to Equivalent Shares attributable to your account as soon as administratively possible after receipt of the sale proceeds. It is anticipated that the processing of sale proceeds to participant accounts will be completed during the week ending December 17, 2010 after receipt by the Trustee of the reconciled sale proceeds. Unfortunately, a specific date to finalize the tender transaction in participant accounts cannot be determined at this time.

     The sale proceeds and the portion of the money market fund attributable to the tendered Equivalent Shares accepted by the tender offer will be invested in the Qualified Default Investment Alternative (the “QDIA”) for the PGi 401(k) Plan. The cash amounts related to the Equivalent Shares accepted in the tender offer transferred to the QDIA will remain invested in the QDIA in your PGi 401(k) Plan account until you direct the funds to be invested in other investment options offered by the PGi 401(k) Plan.

     The designated QDIA fund for a participant is the Wells Fargo Advantage target-date retirement fund that is closest to the participant's expected retirement age. The investments within each QDIA fund are diversified across a range of asset classes and investment styles based on the participant's anticipated time frame until retirement. These funds automatically shift their asset allocation as the retirement target date approaches, systematically moving away from a more aggressive stance toward a more conservative one as retirement draws nearer.

     For more information about the QDIA and other investment options available in your 401(k) Plan please contact the Wells Fargo benefits Helpline at (888) 319-9451. Customer service representatives are available Monday through Friday, from 7:00 A.M. to 10:00 P.M. Central Time. You can also access the website at www.wellsfargo.com/retirementplan.

SHARES OUTSIDE THE PGi 401(k) PLAN

     If you hold Shares outside of the PGi 401(k) Plan you have received or will receive separate tender offer materials relating to those Shares. Those tender offer materials are to be used only for the Shares you hold outside of the PGi 401(k) Plan;

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they cannot be used to direct the Trustee to tender or not to tender your Equivalent Shares under the PGi 401(k) Plan. Likewise, the tender of Equivalent Shares attributable to your individual account under the PGi 401(k) Plan will not be effective with respect to Shares you hold outside of the PGi 401(k) Plan. The direction to tender or not to tender Equivalent Shares attributable to your individual account under the PGi 401(k) Plan may only be made in accordance with the procedures of this letter.

TAX CONSEQUENCES

     While you will not recognize any immediate tax gain or loss as a result of the tender of any Equivalent Shares in the PGi 401(k) Plan, the tax treatment of future distributions from the PGi 401(k) Plan may be impacted by the tender and sale of Equivalent Shares held through the PGi 401(k) Plan. Specifically, participants’ ability to take advantage of “net unrealized appreciation” for tax purposes may be impacted. Please consult your tax advisor concerning your decision to participate in the tender offer and possible tax ramifications.

FURTHER INFORMATION

     If you require additional information concerning the terms and conditions of the tender offer, please call Innisfree M&A Incorporated, the information agent, toll free at (888) 750-5834.

     For more information about the effect of the tender offer on your PGi Stock Fund account, the QDIA, the investment options available in the PGi 401(k) Plan or to make an investment transfer, please contact the Wells Fargo benefits Helpline at (888) 319-9451. Customer service representatives are available Monday through Friday, from 7:00 A.M. to 10:00 P.M. Central Time. You can also access the website at www.wellsfargo.com/retirementplan.

Sincerely,

Wells Fargo Bank N.A.

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EX-99.(A)(1)(G)

Exhibit 99(a)(1)(G)

DIRECTION FORM
PREMIERE GLOBAL SERVICES, INC. 401(K) PLAN

EQUIVALENT SHARES RELATING TO OFFER TO PURCHASE THE MAXIMUM
NUMBER OF SHARES AT A PURCHASE PRICE NOT GREATER THAN $7.75 NOR
LESS THAN $6.75 PER SHARE, IN CASH,
HAVING AN AGGREGATE PURCHASE PRICE
NOT EXCEEDING $50,000,000 BY
PREMIERE GLOBAL SERVICES, INC.

In connection with the offer to purchase, I hereby instruct the Trustee to tender the Equivalent Shares attributable to my account under the PGi 401(k) Plan as of November 29, 2010, unless a later deadline is announced, as specified below.

By writing a percentage (in whole numbers) of Equivalent Shares attributable to my account under the PGi 401(k) Plan in one or more spaces below, I elect to tender such percentage of the Equivalent Shares at the price(s) indicated. This action could result in none of the shares being tendered if the purchase price determined by PGi pursuant to the tender offer (the “Purchase Price”) is less than the price(s) selected. If the Purchase Price for the Equivalent Shares is equal to or greater than the price(s) selected, then such percentage of the Equivalent Shares purchased by PGi will be purchased at the Purchase Price, subject to the terms of the offer to purchase, including proration in the event that the tender offer is oversubscribed.

By writing a percentage on the % line at $TBD, I want to MAXIMIZE the chance of having PGi purchase all of the Equivalent Shares I have instructed the Trustee to tender. Accordingly, by writing a percentage on the % line at $TBD, I am willing to accept the Purchase Price (as determined by PGi pursuant to the tender offer). I understand that this action could result in receiving a price per Equivalent Share as low as $6.75.

The sum of all percentages you specify below must not exceed 100%, but you may tender less than 100% of your Equivalent Shares. If the sum of all such percentages exceeds 100%, your Direction Form will be rejected and none of the Equivalent Shares attributable to your account will be tendered. To totally revoke a previous tender, submit a new Direction Form with a “0” at every price point listed below, including $TBD.

PARTICIPANT NAME AND ADDRESS:
	Account Number:
	Estimated Equivalent shares as of October 26, 2010:

Election

I elect to tender the following percentage(s) of my Equivalent Shares at the following price(s):

_________% at $TBD (select this option if you want to maximize the chance of having PGi purchase your Equivalent Shares at a price to be determined by PGi)
_________% at $6.75	_________% at $7.50
_________% at $7.00	_________% at $7.75
_________% at $7.25

Please note that the PGi 401(k) Plan is prohibited by law from selling Equivalent Shares to PGi for a price that is less than the Prevailing Market Price of PGi common stock. Accordingly, if you elect to tender Equivalent Shares at a price that is lower than the Prevailing Market Price of PGi common stock on the New York Stock Exchange, the tender price you elect will be deemed to have been increased to the closest tender price that is not less than the Prevailing Market Price of PGi common stock on the New York Stock Exchange on the applicable date. THIS COULD RESULT IN YOUR SELECTED PERCENTAGE(S) OF YOUR EQUIVALENT SHARES NOT BEING PURCHASED IN THE TENDER OFFER. If the Prevailing Market Price of PGi common stock on the New York Stock Exchange on the applicable date is greater than the maximum price available in the tender offer, none of your Equivalent Shares will be tendered and your tender will be deemed to have been withdrawn.

For your Direction Form to be complete you must sign this form and provide the following information:

Name: ____________________________________________	Daytime Telephone Number: _________________________
Address: __________________________________________	Signature: _______________________________________
Social Security Number: _______________________________	Dated: __________________________________________

The form must be received by the Tabulator (as set forth in the accompanying letter) no later than 4:00 P.M. (Eastern Time) on November 29, 2010. The method of delivery of this document is at the option and risk of the tendering participant. In all cases, sufficient time should be allowed to assure timely delivery.

EX-99.(A)(1)(H)

Exhibit 99(a)(1)(H)

INSTRUCTIONS FOR TENDER THROUGH CONDITIONAL EXERCISE OF OPTIONS

     In connection with a tender of the underlying shares of common stock, $0.01 par value per share, of Premiere Global Services, Inc. (“Shares”) pursuant to the offer to purchase dated October 26, 2010, as amended or supplemented from time to time (the “Offer to Purchase”)

THE OPTION ELECTION FORM MUST BE RECEIVED BY PREMIERE GLOBAL SERVICES, INC. BEFORE 4:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 29, 2010. YOU MUST SIGN AND COMPLETE THE OPTION ELECTION FORM FOR YOUR DIRECTION TO BE VALID.

Send the Option Election Form to:

By Mail:	By Overnight Courier	By E-mail:	By Facsimile:
Premiere Global	Premiere Global	Premiere Global	Premiere Global
Services, Inc.	Services, Inc.	Services, Inc.	Services, Inc.
3280 Peachtree Road	3280 Peachtree Road	betsy.hare@pgi.com	(866) 924-4959
NE, Suite 1000	NE, Suite 1000
Atlanta, Georgia 30305	Atlanta, Georgia 30305	Attn: Director, Stock	Attn: Director, Stock
Attn: Director, Stock	Attn: Director, Stock	Plan Management	Plan Management
Plan Management	Plan Management

Note: Before completing the enclosed Option Election Form, you should read these instructions carefully, as well as the Offer to Purchase and the related letter of transmittal.

Delivery of this instrument to an address (including an email address) or fax number other than those set forth above will not constitute a valid delivery.

     By signing the Option Election Form, you acknowledge receipt of the Offer to Purchase with respect to the offer by Premiere Global Services, Inc. (“PGi”) to purchase for cash shares of its common stock, par value $.01 per share (the “Shares”) (or such lesser or greater amount as PGi may elect to purchase, subject to applicable law), at a purchase price determined pursuant to tenders at prices specified by the tendering shareholders of not greater than $7.75 nor less than $6.75 per Share, pursuant to the Offer to Purchase and the Letter of Transmittal, which together (as each may be amended and supplemented from time to time) constitute the “Tender Offer,” that will enable PGi to purchase the maximum number of tendered Shares having an aggregate purchase price not exceeding $50,000,000. The Tender Offer is not conditioned on any minimum number of Shares being tendered, but is subject to the other conditions as set forth in the Offer to Purchase.

     1. You should complete the Option Election Form if you wish to conditionally exercise some or all of your vested nonqualified options to purchase Shares that are outstanding as of the deadline for submitting the Option Election Form (“Options”) and tender the underlying Shares (such underlying Shares referred to herein as the “Option

Shares”), subject to acceptance in the Tender Offer (“conditional exercise”) and pursuant to the terms and conditions set forth in the Offer to Purchase. Note that PGi is conducting the Tender Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select a price within a price range specified by PGi at which you are willing to sell your Shares (and in the case of Options, conditionally exercise Options and sell the Option Shares). The price range for the Tender Offer is $6.75 to $7.75 per share (in increments of $0.25). The purchase price of the Option Shares will be the lowest price at which, based on the number of Shares tendered and the prices specified by the tendering shareholders, PGi can purchase $50,000,000 in value of Shares (or such lesser amount as PGi may elect to purchase, subject to applicable law), or such lesser value of Shares as is properly tendered and not withdrawn (the “Purchase Price”). PGi will purchase all Shares at the same Purchase Price, even if you have selected a lower price, but PGi will not purchase any Shares above the Purchase Price that PGi determines.

     If more than $50,000,000 in value of Shares (or such lesser or greater amount as PGi may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn then PGi will purchase Shares in the order of priority specified in the Offer to Purchase. Accordingly, under such circumstances, PGi may not purchase all of the Option Shares you tender even if you tender them at or below the Purchase Price. See Sections 1 and 5 of the Offer to Purchase.

     By signing the Option Election Form, you agree that if any Option Shares you properly tendered are accepted, the Options will be exercised as to those accepted Option Shares. The proceeds from such tender will be equal to (i)(a) the number of accepted Option Shares underlying the exercised Options, multiplied by (b) the Purchase Price, less (ii) the aggregate exercise price of the exercised Options. However, the amount of cash remitted to you will be reduced by the applicable employment and income tax withholding relating to the exercise of the Options. You further agree to be bound by the Purchase Price and the terms and conditions set forth herein and in the Offer to Purchase. You also agree that during the term of the Tender Offer, you will NOT submit any other notice to exercise the Options you have submitted for tender through conditional exercise until or unless you withdraw your offer to tender through conditional exercise. This conditional exercise process will only be available for vested nonqualified Options.

     2. By signing the Option Election Form, you acknowledge that PGi is allowing you to conditionally exercise your Options for the purpose of allowing you to tender Option Shares in the Tender Offer. Further, by signing the Option Election Form, you understand and acknowledge that, in the event that PGi purchases less than the full number of Option Shares tendered, the portion of the Options with respect to Option Shares that were not purchased in the Tender Offer will be deemed not to have been exercised, and will continue to be governed by such Option’s existing terms and conditions.

     3. The conditional exercise of Options and related tender of Option Shares pursuant to the Tender Offer may be withdrawn at any time prior to 4:00 P.M., New York

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City time, on November 29, 2010 by submitting a written, e-mail or facsimile transmission notice of withdrawal so that it is received by PGi at the address, e-mail address or facsimile number indicated above. Any such notice of withdrawal must specify the name and social security number of the Option holder who conditionally exercised the Options to be withdrawn and the number and tranche of Options to be withdrawn. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by PGi, in its sole discretion, which determination shall be final and binding, subject to a challenge of such determination in a court of competent jurisdiction. None of PGi, American Stock Transfer & Trust Company, LLC (the “Depositary”) or any other person shall be obligated to give any notice of any defects or irregularities in any notice of withdrawal and none of them shall incur any liability for failure to give any such notice.

     4. The Option Election Form must be received by PGi before 4:00 P.M., New York City time, on Monday, November 29, 2010. You must sign and complete this Option Election Form for your direction to be valid. At no time following this deadline will you have the ability to revoke or amend the election you made on the Option Election Form.

General Terms and Conditions of the Tender Offer:

NOTE: BY SIGNING THE OPTION ELECTION FORM, YOU ALSO AGREE TO THE FOLLOWING TERMS AND CONDITIONS WHICH SHALL NOT BE CONSTRUED TO LIMIT IN ANY WAY THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE OR THE OPTION ELECTION FORM.

     1. You will, upon request, execute and deliver any additional documents deemed by PGi or the Depositary to be necessary or desirable to complete the sale, assignment and transfer of the Option Shares tendered hereby and have read, understand and agree with all of the terms of the Tender Offer.

     2. You understand that the conditional exercise of Options and related tender of Option Shares pursuant to the procedures described in the Offer to Purchase and in these Instructions for Tender through Conditional Exercise of Options will constitute an agreement between you and PGi upon the terms and subject to the conditions of the Tender Offer.

     3. All authority herein conferred or agreed to be conferred shall survive your death or incapacity and your obligations hereunder shall be binding upon your heirs, personal representatives, successors and assigns. Except as stated herein or in the Offer to Purchase, this tender is irrevocable.

     4. PGi will pay any stock transfer taxes with respect to the sale and transfer of any Option Shares to it or its order pursuant to the Tender Offer. You understand that (a) the Purchase Price for the Option Shares will be paid to you (you cannot elect to have such amount paid to another person); and (b) you will be responsible for paying federal and state income and employment taxes arising from the conditional exercise of the

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Options and the sale of the Option Shares in the Tender Offer (a portion of which may be withheld as described in Instruction 5).

     5. Under the U.S. federal income tax laws, PGi may be required to withhold applicable taxes from the amount of any payments made to Option holders in connection with the conditional exercise of the Options and related tender of the Option Shares pursuant to the Tender Offer. Non-U.S. Option holders will also be subject to 30% (or lower treaty rate) U.S. withholding tax on the total sale price paid to them for the Option Shares pursuant to the Tender Offer. See Section 13 of the Offer to Purchase. YOU SHOULD CONSULT YOUR TAX ADVISOR TO DETERMINE THE IMPLICATIONS OF EXERCISING YOUR OPTIONS OR TENDERING YOUR OPTION SHARES.

     6. All questions as to the number of Options conditionally exercised and Option Shares accepted, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Option Shares will be determined by PGi in its sole discretion, which determinations shall be final and binding on all parties, subject to a challenge of such determination in a court of competent jurisdiction. PGi reserves the absolute right to reject any or all conditional Option exercises and related tenders of Option Shares it determines not to be in the proper form or the acceptance of which or payment for which may, in the opinion of PGi’s counsel, be unlawful. PGi also reserves the absolute right to waive any of the conditions of the Tender Offer and any defect or irregularity in conditional exercise of an Option and related tender of any particular Option Shares, and PGi’s interpretation of the terms of the Tender Offer (including these Instructions for Tender through Conditional Exercise of Options) will be final and binding on all parties, subject to a challenge of such determination in a court of competent jurisdiction. No conditional exercise of an Option and related tender of Option Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as PGi will determine. None of PGi, the Depositary or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

     7. If the Option Election Form is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary capacity, such person should also indicate when signing, and proper evidence satisfactory to PGi of the authority of such person so to act must be submitted with the Option Election Form.

     8. Questions and requests for assistance or additional copies of the Offer to Purchase and these Instructions for the Conditional Exercise of Options should be directed to the Director, Stock Plan Management at (404) 262-8400.

NOTE: PGI WILL REJECT (OR NOT ACCEPT) ANY CONDITIONAL EXERCISE OF OPTIONS AND RELATED TENDER OF OPTION SHARES

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WITH RESPECT TO ANY OPTION THAT EXPIRES PRIOR TO THE DEADLINE FOR SUBMITTING THE OPTION ELECTION FORM OR ANY OPTION THAT IS UNVESTED AS OF THE DEADLINE FOR SUBMITTING THE OPTION ELECTION FORM.

TO CONFIRM YOUR OPTION STATUS, YOU MAY CONTACT THE DIRECTOR, STOCK PLAN MANAGEMENT AT (404) 262-8400.

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EX-99.(A)(1)(I)

Exhibit 99(a)(1)(I)

OPTION ELECTION FORM
PREMIERE GLOBAL SERVICES, INC.

________________________________________________
Full Name (Last, First, Middle Initial- PLEASE PRINT)

________________________________________________

________________________________________________

________________________________________________
Address

THE OPTION ELECTION FORM MUST BE RECEIVED BY PREMIERE GLOBAL SERVICES, INC. BEFORE 4:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 29, 2010 (THE “OPTION DEADLINE”). YOU MUST COMPLETE AND SIGN THE OPTION ELECTION FORM FOR YOUR DIRECTION TO BE VALID.

     1. EXERCISE OF OPTIONS: I hereby conditionally exercise the vested nonqualified options to purchase shares of PGi common stock (the “Shares”) granted to me by Premiere Global Services, Inc. (“PGi”) or its predecessor company under one or more equity incentive plans maintained by PGi (“Options”) identified below and tender the underlying Shares (such underlying Shares referred to herein as the “Option Shares”). My exercise of Options hereunder is subject to the condition that if PGi purchases less than the full number of Option Shares tendered, the portion of the Options with respect to Option Shares not purchased in the tender offer will be deemed not to have been exercised, and will continue to be governed by such Option’s existing terms and conditions. None of the Options which I am electing to conditionally exercise have an expiration date prior to the Option Deadline.

     2. ELECTION: I hereby elect as follows with respect to my Options:

a)	Choose only one of the following ¨   I wish to conditionally exercise ALL of my Options and tender the related Option Shares.
	¨   I wish to conditionally exercise Options for ____________ (insert number) Shares underlying my Options as listed below and tender the related Option Shares.
b)	Please designate the order in which you wish to exercise your Options in the event that the tender is oversubscribed. To properly designate the order, you must complete the following information: the number of Shares underlying the Options you wish to conditionally exercise, the grant date of the Option, the grant ID and the per share grant price of the Option.

1. Option for __________	Shares; grant date __________	; grant ID __________	and per share grant price of $__________
2. Option for __________	Shares; grant date __________	; grant ID __________	and per share grant price of $__________
3. Option for __________	Shares; grant date __________	; grant ID __________	and per share grant price of $__________
4. Option for __________	Shares; grant date __________	; grant ID __________	and per share grant price of $__________
5. Option for __________	Shares; grant date __________	; grant ID __________	and per share grant price of $__________

     ATTACH ADDITIONAL PAGE IF NEEDED.

     I acknowledge and agree that if I do not designate the order in which I wish to have my Options exercised, my vested Options will be exercised in the order of exercise price starting with the lowest price.

     3. TENDER PRICE: I hereby tender those Option Shares specified in Section 2 of this Option Election Form, at the price checked below. CHECK ONLY ONE BOX. If the purchase price determined by PGi is less than the price checked below, if applicable, this will result in none of the Option Shares being purchased. The same Option Shares cannot be tendered at more than one price, unless previously withdrawn as provided in Section 4 of the offer to purchase, dated October 26, 2010, as amended or supplemented from time to time (the “Offer to Purchase”).

OPTION SHARES TENDERED AT PRICE DETERMINED PURSUANT
TO THE TENDER OFFER

¨ I want to maximize the chance of having PGi purchase all Option Shares that I am tendering (subject to the possibility of proration). Accordingly, by checking this box INSTEAD OF ONE OF THE BOXES BELOW, I hereby tender the Option Shares at, and I am willing to accept, the purchase price determined by PGi in accordance with the terms of the tender offer. I understand that this election could result in the tendered Option Shares being purchased at the minimum price of $6.75 per Share.

— OR —

OPTION SHARES TENDERED AT PRICE DETERMINED BY OPTION
HOLDER

PRICE (IN US DOLLARS) PER OPTION SHARE AT WHICH OPTION SHARES
ARE BEING TENDERED

¨    $6.75	¨    $7.50
¨    $7.00	¨    $7.75
¨    $7.25

OPTIONEES MAY NOT TENDER OPTION SHARES AT MORE THAN ONE PRICE. IF YOU SELECT MORE THAN ONE PRICE YOU WILL BE DEEMED TO HAVE FAILED TO VALIDLY TENDER ANY OPTION SHARES.

     4. AGREEMENT: I acknowledge receipt of the Offer to Purchase and the instructions related to the conditional exercise of Options and represent that I have read carefully such documents. I hereby instruct PGi, subject to the terms and conditions set forth in this Option Election Form and in the Offer to Purchase, to carry out the instructions contained in this form. I acknowledge and agree that if any Option Shares I properly tendered are accepted, the Options will be exercised as to those accepted Option Shares. I understand that the proceeds from such tender will be equal to (i)(a) the number of accepted Option Shares underlying the exercised Options, multiplied by (b) the Purchase Price, less (ii) the aggregate exercise price of the exercised Options. I also understand that the amount of cash remitted to me will be reduced by the applicable employment and income tax withholding relating to the exercise of the Options.

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I further agree to be bound by the Purchase Price and the terms and conditions set forth herein and in the Offer to Purchase. I understand and acknowledge that, in the event that PGi purchases less than the full number of Option Shares tendered, any portion of the Options with respect to Option Shares not purchased in the tender offer will be deemed not to have been exercised, and will continue to be governed by such Option’s existing terms and conditions. I understand and acknowledge that PGi will reject (or not accept) any conditional exercise of Options and related tender of Option Shares with respect to any Option that expires prior to the deadline for submitting this Option Election Form or any Option that is unvested as of the deadline for the this Option Election Form. The method of delivery of this document is at my election and my risk.

SIGNATURE OF OPTION HOLDER __________________________________

Name (PLEASE PRINT)

      If signed by other than Option holder, capacity (full title)

      Address (if different from that shown on the cover page)

Social Security # or Participant ID number

Employee ID #

Daytime Telephone Number

Dated

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EX-99.(A)(5)(A)

Exhibit 99(a)(5)(A)

Investor Calls
Sean O’Brien
Senior Vice President
Strategy & Communications
(404) 262-8462

PGi Commences Modified “Dutch Auction” Tender Offer to Repurchase up to
$50 Million of its Common Stock

ATLANTA, October 26, 2010 -- Premiere Global Services, Inc. (NYSE: PGI), a global application software and services company that enables real-time, virtual meetings, today announced that it has commenced a modified “Dutch Auction” cash tender offer for the purchase of up to $50.0 million of shares of its common stock at a price of not less than $6.75 per share and not greater than $7.75 per share. The tender offer may result in the purchase of up to approximately 7.4 million shares of its common stock, representing approximately 12% of total shares outstanding. The company currently projects that the tender offer will be accretive to its diluted earnings per share.

“We believe the tender offer is a prudent use of capital that will deliver immediate value to our shareholders,” said Boland T. Jones, PGi founder, chairman and CEO. “It underscores our confidence in our long-term outlook and our commitment to enhancing shareholder value.”

On October 26, 2010, the closing price on the New York Stock Exchange for PGi’s common stock was $6.20. The minimum offer price of $6.75 represents a discount of approximately 5% below the average closing stock price over the last ten trading days (including today) and a premium of 9% above today's closing price. The maximum offer price of $7.75 represents a premium of approximately 10% above the average closing stock price over the last ten trading days (including today) and a 25% premium above today’s closing price. The tender offer is expected to expire at 5:00 P.M., New York City time, on Friday, December 3, 2010, unless extended by PGi.

The tender offer will be conducted via a modified “Dutch Auction” tender offer in which shareholders will be given the opportunity to tender all or a portion of their shares to the company within the price ranges set forth above, without incurring any brokerage fees or commissions. Based on the number of shares tendered and the prices specified by tendering shareholders, PGi will determine the purchase price per share by selecting the lowest price per share within the stated range at which it can purchase shares of common stock with an aggregate purchase price of up to $50 million, or such lesser number of shares as are properly tendered and not properly withdrawn. In accordance with the rules of the Securities and Exchange Commission, PGi may purchase an additional number of shares not to exceed 2% of the outstanding shares without amending or extending the tender offer. All shares accepted in the tender offer will be purchase at the same price per share even if tendered at a lower price. Tenders must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer, in each case in accordance with the procedures described in the tender offer materials.

The offer is subject to a number of terms and conditions but is not conditioned on the receipt of outside financing or upon any minimum number of shares being tendered. The directors and executive officers of PGi are entitled to participate in the tender offer on the same basis as all other shareholders. Our directors and executive officers, other than Boland T. Jones, have advised us that they do not currently intend to tender shares in the tender offer. Mr. Jones has advised us that he currently intends to: (1) tender in the tender offer; (2) sell in the open market during the pendency of the tender offer; or (3) a combination thereof, shares beneficially owned by him to the extent required to provide proceeds, net of taxes, sufficient to repay in full his loan from us due October 31, 2010 or to repay any borrowings under a credit line (which is not secured by any company stock) utilized to repay this company loan.

Specific instructions and an explanation of the terms and conditions of the tender offer are described in the Offer to Purchase and related materials that are being mailed to shareholders.

The dealer manager for the tender offer will be Stephens Inc. The information agent for the tender offer will be Innisfree M&A Incorporated. The depositary for the tender offer will be American Stock Transfer & Trust Company.

Neither PGi, PGi’s management, its Board of Directors, the dealer-manager, the information agent nor the depositary is making any recommendation to shareholders as to whether to tender or refrain from tendering their shares in the tender offer. Shareholders must decide for themselves how many shares to tender, if any, and at which price within the stated range at which to tender their shares. Shareholders should consult with their tax and financial advisors before making this decision.

The tender offer will not be made to, and tenders of PGI’s common stock will not be accepted from or on behalf of PGI’s shareholders in any jurisdiction in which making or acceptance of such tender offer is not permissible.

Important Information

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any shares. The full details of the tender offer, including complete instructions on how to tender shares, along with the letter of transmittal and related materials, are being mailed to shareholders. Shareholders should carefully read the offer to purchase, the letter of transmittal and other related materials because they contain important information. Shareholders may obtain free copies of the Tender Offer Statement on Schedule TO, the offer to purchase and other documents that the company will file with the Securities and Exchange Commission at the Commission's website at www.sec.gov or at the Investor Relations section of PGi’s website at www.pgi.com. Shareholders also may obtain a copy of these documents, without charge, from Innisfree M&A Incorporated, the information agent for the tender offer, at (888) 750-5834. Shareholders are urged to read these materials carefully prior to making any decision with respect to the tender offer.

About Premiere Global Services, Inc. | PGi

PGi is a global application software and services company that enables real-time, virtual meetings. For almost 20 years, we have innovated technologies to empower people to connect, collaborate and come together in more enjoyable and productive ways. Every month, we bring together over 15 million people in nearly 4 million virtual meetings. Headquartered in Atlanta, PGi has a presence in 24 countries worldwide and an established base of greater than 30,000 customers, including 75% of the Fortune 100. For more information, visit us at www.pgi.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 Premiere Global Services, Inc.’s forward-looking statements, including, but not limited to, the following factors: competitive pressures, including pricing pressures; technological changes; the development of alternatives to our services; general domestic and international economic, business or political conditions; risks associated with challenging global economic conditions or a prolonged recession, including customer consolidations, restructuring, bankruptcies or payment defaults; market acceptance of our new services and enhancements, including iMeet®; our ability to complete acquisitions and successfully integrate acquired operations; concerns regarding the security of sending information over the Internet and public networks; our ability to upgrade our equipment or increase our network capacity; service interruptions; our dependence on telecommunications supply agreements; our ability to service our financial leverage; our dependence on our subsidiaries for cash flow; future write-downs of goodwill or other intangible assets; assessments of income, sales and other taxes for which we have not accrued; our ability to attract and retain key personnel; our ability to protect our proprietary technology and intellectual property rights; our ability to successfully manage the impact of the divestiture of our PGiSend business, including any financial impact from the loss of PGiSend revenue or earnings; possible adverse results of pending or future litigation or infringement claims; federal, state or international legislative or regulatory changes, including further government regulations applicable to traditional telecommunications service providers; risks associated with international operations and fluctuations in currency exchange rates; changes in and the successful execution of restructuring and cost reduction initiatives and the market reaction thereto; our ability to, and at what price we will, complete the tender offer, the number of shares we are able to purchase pursuant to the tender offer and the effect the tender offer will have on our earnings per share, and other factors described from time to time in our press releases, reports and other filings with the SEC, including but not limited to the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2009 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. All forward-looking statements attributable to us or a person acting on our behalf are expressly qualified in their entirety by this cautionary statement.