8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2010

Premiere Global Services, Inc.

(Exact name of registrant as specified in its charter)

Georgia	001-13577	59-3074176
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

3280 Peachtree Road NE, Suite 1000,
Atlanta, Georgia 30305
(Address of principal executive offices, including zip code)

404-262-8400
(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

|_|	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_|	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|_|	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|X|	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On October 26, 2010, Premiere Global Services, Inc. sent a notice to our directors and executive officers informing them of a temporary suspension of activity under our 401(k) Plan (the “PGi 401(k) Plan”), which is expected to begin on November 29, 2010 at 4:00 p.m., Eastern Time and end on December 17, 2010. The blackout period relates to the tender offer for our common stock that we commenced on October 26, 2010, as described in Item 8.01 below. The blackout period is required in connection with processing PGi 401(k) Plan participant elections related to the tender offer.

As described in the notice, participants in the PGi 401(k) Plan who have a portion of their accounts invested in the PGi Stock Fund will be prevented from the following during the blackout period: applying for a loan, requesting a withdrawal or other distribution and making investment changes. During the blackout period and for a period of two years after the ending date of the blackout period, a security holder or other interested person may obtain, without charge, the actual ending date of the blackout period by contacting our Senior Benefits Manager at the phone number or address provided below.

We provided the notice to our directors and executive officers in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. Inquiries concerning the Blackout Period should be directed to our Senior Benefits Manager at (913) 982-1129 or by mail to l 18103 West 106th Street, Olathe, KS 66061.

A copy of the notice is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 8.01 Other Events.

Self-Tender Offer

On October 26, 2010, we also announced the commencement of a self-tender offer to purchase for cash shares of our common stock, par value $.01 per share (or such lesser or greater amount as we 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 the offer to purchase and the letter of transmittal that will enable us 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 will use proceeds from the recent divesture of our PGiSend advanced messaging business to fund the purchase of shares tendered in the tender offer, and to pay related fees and expenses. In addition, we have received a consent under our revolving credit facility to use a portion of the proceeds from the PGiSend sale for this purpose. 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 borrowings under our revolving credit facility.

The full details of the terms and conditions of the tender offer are set forth in the offer to purchase and related letter of transmittal, together with other related materials, which are attached as exhibits to the Schedule TO filed by us with the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, on October 26, 2010.

A copy of the press release issued in connection with the tender offer is filed herewith as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) EXHIBITS

99.1	Notice to Directors and Executive Officers of Premiere Global Services, Inc., dated October 26, 2010
99.2	Press Release of Premiere Global Services, Inc. dated October 26, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PREMIERE GLOBAL SERVICES, INC.
Date: October 26, 2010
	By:	/s/ Scott Askins Leonard
	Name:	Scott Askins Leonard
	Title:	Senior Vice President – Legal,
		General Counsel and Secretary

EXHIBIT INDEX

Exhibit 99.1	Notice to Directors and Executive Officers of Premiere Global Services, Inc., dated October 26, 2010
Exhibit 99.2	Press Release of Premiere Global Services, Inc. dated October 26, 2010.

EX-99.1

Exhibit 99.1

Memorandum

To:	Directors and Executive Officers of Premiere Global Services, Inc.
From:	Scott Askins Leonard
Date:	October 26, 2010
Re:	Notice of Blackout Period

     In connection with PGi's tender offer, the Premiere Global Services, Inc. 401(k) Plan (the "Plan") will be required to impose a blackout period (the "Blackout Period") with respect to the 401(k) accounts of participants who are invested in the PGi stock fund. During the Blackout Period, 401(k) participants will not be able to request loans, receive withdrawals or distributions, or make investment changes with respect to the PGi stock fund. Participants will still be able to make payroll and rollover contributions and loan repayments during the Blackout Period.

     The Blackout Period will begin November 29, 2010, 4:00p.m. E.S.T. and is expected to end by December 17, 2010. You will be informed if the timing of the Blackout Period changes.

     As a director or executive officer of PGi, you are subject to the restrictions imposed by Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR, which prohibit certain transactions involving Company securities during the Blackout Period. You will be restricted, except in limited circumstances, from, directly or indirectly, purchasing, acquiring, exercising, selling or otherwise transferring during the Blackout Period those shares, or options to acquire shares, of Company common stock you acquired in connection with your service or employment as a director or executive officer of the Company. Any Company common stock you purchase or dispose of during the Blackout Period is presumed to have been acquired in connection with your service or employment with the Company. If you are scheduled or plan to purchase, acquire, exercise, sell or otherwise transfer of shares, or options to acquire shares, of Company common stock during the Blackout Period, whether pursuant to a 10b5-1(c) sales plan or otherwise, you must notify me at the number below to determine whether you are permitted to complete the transaction. In addition, all transactions still remain subject to the provisions of the Company's insider trading policy.

     If you have any questions regarding this notice, including whether the Blackout Period has ended, please contact me by phone at (404) 262-8502 or by mail at Premiere Global Services, Inc., 3280 Peachtree Road N.E., Suite 1000, Atlanta, Georgia 30305.

EX-99.2

Exhibit 99.2

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.