-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UGGWWmUWLnRCtwz24ezTxZ3LpXM1dxR566IhAj3X2QV5oewls21r9FdU8RG0xOuq 8HYUoI08/Y1zGW0fXyPetg== 0000891092-10-005809.txt : 20101222 0000891092-10-005809.hdr.sgml : 20101222 20101222170940 ACCESSION NUMBER: 0000891092-10-005809 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101222 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101222 DATE AS OF CHANGE: 20101222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIERE GLOBAL SERVICES, INC. CENTRAL INDEX KEY: 0000880804 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 593074176 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13577 FILM NUMBER: 101269591 BUSINESS ADDRESS: STREET 1: 3280 PEACHTREE RD NW STREET 2: THE TERMINUS BUILDING, SUITE 1000 CITY: ATLANTA STATE: GA ZIP: 30305-2422 BUSINESS PHONE: 4042628400 MAIL ADDRESS: STREET 1: 3280 PEACHTREE RD NW STREET 2: THE TERMINUS BUILDING, SUITE 1000 CITY: ATLANTA STATE: GA ZIP: 30305-2422 FORMER COMPANY: FORMER CONFORMED NAME: PTEK HOLDINGS INC DATE OF NAME CHANGE: 20000306 FORMER COMPANY: FORMER CONFORMED NAME: PREMIERE TECHNOLOGIES INC DATE OF NAME CHANGE: 19951219 8-K 1 e41338_8k.htm FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) December 22, 2010

PREMIERE GLOBAL SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

GEORGIA

(State or Other Jurisdiction of Incorporation)

001-13577 59-3074176

(Commission File Number) (IRS Employer Identification No.)

3280 Peachtree Road, NE, Suite 1000, Atlanta, Georgia 30305

(Address of Principal Executive Offices) (Zip Code)

404-262-8400

(Registrant’s Telephone Number, Including Area Code)


(Former Name or Former Address, if Changed Since Last Report)

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

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01 Entry into a Material Definitive Agreement.

     On December 22, 2010, upon the recommendation of our compensation committee, our board of directors adopted a form of director stock deferral agreement pursuant to which each director can elect to defer the equity component of his compensation for Board service. The adoption of the director stock deferral agreement does not increase the amount of or otherwise change the equity compensation granted to our non-employee directors each year. The foregoing description of the agreement is qualified in its entirety by the full text of the form of the director stock deferral agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Form of Director Stock Deferral Agreement
10.1  



SIGNATURE

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

  PREMIERE GLOBAL SERVICES, INC.

Date: December 22, 2010 By: /s/ Scott Askins Leonard
 
      Scott Askins Leonard
      Senior Vice President – Legal,
      General Counsel and Secretary



EXHIBIT INDEX

Exhibit Form of Director Stock Deferral Agreement
10.1  


EX-10.1 2 e41338ex10_1.htm DIRECTOR STOCK DEFERRAL AGREEMENT

EXHIBIT 10.1

DIRECTOR STOCK DEFERRAL AGREEMENT
FOR
SERVICES RENDERED IN CALENDAR YEAR ____

Name of Director: _____________________ Deferral Date: January 1, ____

     Pursuant to this Director Stock Deferral Agreement (this “Agreement”), I hereby elect and agree that all shares (“Shares”) of common stock of Premiere Global Services, Inc. (the “Company”) which would otherwise be granted to me during the calendar year _______ by the Company for my services performed as a director of the Company during such calendar year (the “Deferred Shares”) shall not be granted to me, and shall instead become an unsecured unfunded obligation of the Company to grant me such Deferred Shares in single lump-sum on the earlier of (1) the date on which occurs a “Change in Control” (as defined in the Company’s Amended and Restated 2000 Directors Stock Plan, as in effect on the date hereof) meeting the requirements to be considered a “change in the ownership or effective control of” or “a change in the ownership of a substantial portion of the assets of” the Company under Treasury regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), (2) the death of the undersigned Director or (3) the Deferral Date noted above (such earlier date being my “Deferred Stock Payment Date” hereunder).

     I acknowledge and understand that:

1. This Agreement must be completed, executed and submitted to, and accepted by, the Company on or prior to the last business day of the current calendar year of the Company to be effective for the next calendar year.

2. This Agreement shall, once it has become effective:

a. Remain in effect throughout the _______ calendar year, unless I revoke it on or prior to December 31, ________; and

b. May not be revoked on or after January 1, _______, and, prior thereto, may only be revoked in a writing submitted to, and accepted by, the Company.

3. The Company shall, in its sole and absolute discretion:

a. Determine whether this Agreement is complete and has been properly executed;

b. Determine, prior to January 1, ________, whether this Agreement is acceptable and effective, and whether any revocation thereof is acceptable and effective; and

c. Make any determination necessary in the administration of this Agreement.

4. The Company’s determinations with respect to this Agreement shall be final, conclusive and binding upon me.

5. If this Agreement is accepted by the Company, any Shares which would have otherwise been granted to me by the Company during the calendar year ____ for my services performed as a director of the Company during such calendar year shall instead be granted to me on my Deferred Stock Payment Date.

6. The Company’s obligation to grant me Deferred Shares shall be an unsecured and unfunded obligation of the Company, and I shall have no greater rights to such grant than any other unsecured creditor of the Company.

7. Under no circumstances will my Deferred Shares be granted to me prior to, or later than, my Deferred Stock Payment Date.

8. It is intended that the deferral of stock grants provided by this Agreement shall satisfy the provisions of Section 409A, and this Agreement shall be interpreted accordingly and consistent with this intent.

9. In the event that, during the period beginning on January 1, ________, and ending on my Deferred Stock Payment Date, there occurs a stock split or stock dividend, the number of shares that will be granted to me under this Agreement will be appropriately adjusted to reflect such stock split or stock dividend.

10. In the event that, for any reason, the type of Shares to be granted to me on my Deferred Stock Payment Date are no longer available as of my Deferred Stock Payment Date, then I shall instead be paid on that date whatever consideration was given to replace such Shares, it being the intent that if the type of Shares are no longer available, I will receive whatever owners of such Shares received when such Shares became no longer existent. Notwithstanding the foregoing, the Shares will not be settled in cash.

In Witness Whereof, I do hereby execute this Agreement as of this The Company does hereby accept this Agreement as of this
______ day of _____________________, and submit this ______ day of _____________________.
Agreement to the Company for its acceptance.  
  Premiere Global Services, Inc.
 
____________________________________________ By: ______________________________
Director
  Its: ______________________________


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