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) March 29, 2013
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
In March 2013, the compensation committee of the board of directors of Premiere Global Services, Inc. completed the design of a new annual long-term incentive, or LTI, program following a comprehensive study of our executive and director compensation programs by Aon Hewitt, the independent compensation consultant engaged by our compensation committee. On March 29, 2013, our compensation committee approved an LTI award of restricted stock to be granted on March 31, 2013 to each of our named executive officers pursuant to our new LTI program, as follows:
| Named Executive Officer |
Number of Performance-Based Restricted Shares |
Number of Time-Based Restricted Shares |
| Boland T. Jones | 125,900 | 125,900 |
| David E. Trine | 34,950 | 34,950 |
| Theodore P. Schrafft | 17,150 | 17,150 |
| David M. Guthrie | 27,300 | 27,300 |
With the implementation of our new LTI program, we eliminated our historical practice of granting triennial LTI equity awards and shifted to granting smaller, annual awards beginning in 2013. In addition, we eliminated “single trigger” vesting acceleration upon a change in control. Pursuant to our renewed commitment to pay-for-performance adopted last year, the annual equity awards for 2013 are divided equally between performance-based awards and time-based awards, which strengthens our prior practice that at least one-third of LTI shares be performance-based. Our compensation committee believes this allocation provides for a good alignment of incentives with company performance and a fair balance in the extent to which executive compensation is “at risk” both by being tied to the performance of our company’s business and to the value of our company’s shares.
The performance-based awards use a two-year performance period and are earned based on the Company’s achievement of a specified cumulative growth target in non-GAAP earnings per share from continuing operations, or non-GAAP EPS, over the performance period. Our compensation committee determined to use non-GAAP EPS as the sole performance target for our LTI performance-based equity awards for simplicity of administration and to incentivize our named executive officers to achieve maximum bottom line growth. Our compensation committee decided to incorporate non-GAAP EPS as the LTI performance target in order to diversify the LTI goals and eliminate overlap from our short-term incentive goals by incorporating an earnings component. In addition, we view non-GAAP EPS growth as a key long-term driver of total shareholder return.
Half of the performance-based LTI awards vest based on achievement of the two-year performance target and an equal number of shares vest a year following that determination, provided the named executive officer is still employed by us. Therefore, up to one-half of the performance-based shares will vest on the date of the first payroll following our fourth quarter and year-end earnings release for 2014, based upon the following sliding scale, with data between points interpolated on a straight-line basis:
| LTI Performance Percentage of Target | Payout Percentage of Bonus Earned |
| <90% | 0% |
| 90% | 70% |
| 95% | 85% |
| 100% | 100% |
A number of shares equal to the number of shares that vested in that first tranche will vest on March 31, 2016, provided the named executive officer is still employed by us.
Consistent with past practice, the time-based LTI awards vest for Messrs. Jones and Schrafft in equal quarterly installments over three years and for Messrs. Trine and Guthrie in annual installments of 25%, 25% and 50%.
In the event of the termination of a named executive officer’s employment by reason of his death or disability, the vesting of the LTI awards will accelerate in full. In addition, such awards have a “double trigger” vesting acceleration upon a termination without cause or for good reason within twelve months of a change in control of the company. For Mr. Jones, any unvested time-based shares vest in full upon a termination without cause or for good reason. For Messrs. Schrafft, Trine and Guthrie, the next tranche of unvested time-based restricted shares vest upon the termination of the named executive officer’s employment by us without cause.
The foregoing description of the performance-based and time-based restricted stock agreements is qualified in its entirety by the full text of such agreements, the forms of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 10.1 | Form of Performance-Based Restricted Stock Agreement |
| Exhibit 10.2 | Form of Time-Based Restricted Stock Agreement |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PREMIERE GLOBAL SERVICES, INC. | ||
| Date: April 2, 2013 | By: | /s/ Scott Askins Leonard |
| Scott Askins Leonard | ||
| Executive Vice President – Legal, | ||
| General Counsel and Secretary | ||
EXHIBIT INDEX
| Exhibit 10.1 | Form of Performance-Based Restricted Stock Agreement |
| Exhibit 10.2 | Form of Time-Based Restricted Stock Agreement |
Exhibit 10.1
P E R F O R M A N C E – B A S E D
R E S T R I C T E D S T O C K A G R E E M E N T
Non-transferable
G R A N T T O
(“Grantee”)
by Premiere Global Services, Inc. (the “Company”) of
shares of its common stock, $0.01 par value (the “Shares”)
pursuant to and subject to the provisions of the Premiere Global Services, Inc. Amended and Restated 2004 Long-Term Incentive Plan, as amended (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
Unless sooner vested in accordance with Section 3 of the Terms and Conditions, the restrictions imposed under Section 2 of the Terms and Conditions will expire as follows:
One-half of the Shares will vest on the date of the first payroll following our fourth quarter and year-end earnings release for 20__ (“Tranche 1”), but only to the extent of a percentage determined in accordance with the sliding scale based upon the percentage of achievement of the performance target, as set forth in Exhibit A hereto (the “LTI Performance Target”). Any Shares that are not earned upon the determination of the achievement of the LTI Performance Target shall be forfeited. A number of shares equal to the number of shares that vested in Tranche 1 shall vest on ___________; provided that Grantee is then still employed by the Company or any of its Affiliates on that date.
IN WITNESS WHEREOF, Premiere Global Services, Inc., acting by and through its duly authorized officers, has caused this Agreement to be executed as of the Grant Date.
Premiere Global Services, Inc.
| By: | ||
| Its: | ||
| Grant Date: | ||
| Accepted by Grantee: |
| 1 |
TERMS AND CONDITIONS
1. Grant of Shares. The Company hereby grants to the Grantee, subject to the restrictions and the other terms and conditions set forth in the Plan and in this award agreement (this “Agreement”), the number of Shares indicated on Page 1 hereof.
2. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, encumbered or hypothecated to or in favor of any party other than the Company or an Affiliate, or be subjected to any lien, obligation or liability of Grantee to any other party other than the Company or an Affiliate. If Grantee’s employment with the Company or any Affiliate terminates for any reason other than as set forth in paragraphs (b) or (c) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section 2 shall apply to all Shares or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock of the Company.
3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):
(a) As to the number of the Shares specified on page 1 hereof, on the respective dates specified on page 1 hereof; provided Grantee is then still employed by the Company or an Affiliate;
(b) As to all of the unvested Shares, on the date of termination of Grantee’s employment by reason of death or Disability; or
(c) As to all of the unvested Shares, upon termination of Grantee’s employment (i) by the Company without “Cause” (as such term is defined below) or (ii) by Grantee with “Good Reason” (as such term is defined below) within twelve (12) months after the occurrence of a “Change in Control” of the Company (as such term is defined in the Plan).
For purposes of this Agreement, “Cause” and “Good Reason” shall have the meaning as set forth in Grantee’s severance agreement with the Company or any of its Affiliates, as in effect from time to time.
4. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and will be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws):
“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Agreement between the registered owner of the shares represented hereby and Premiere Global Services, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Agreement, copies of which are on file in the offices of Premiere Global Services, Inc.”
Stock certificates for the Shares without the first above legend shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, as amended, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.
5. Voting Rights. Grantee, as beneficial owner of the Shares, shall have full voting rights with respect to the Shares during and after the Restricted Period.
6. Dividend Rights. Grantee shall accrue cash and non-cash dividends, if any, paid with respect to the Restricted Shares, but the payment of such dividends shall be deferred and held (without interest) by the Company for the account of Grantee until the expiration of the Restricted Period. During the Restricted Period, such dividends shall be subject to the same vesting restrictions imposed under Section 2 as the Restricted Shares to which they relate. Accrued dividends deferred and held pursuant to the foregoing provision shall be paid by the Company to the Grantee promptly upon the expiration of the Restricted Period (and in any event within thirty (30) days of the date of such expiration).
7. Changes in Capital Structure. The provisions of the Plan shall apply in the case of a change in the capital structure of the Company.
8. No Right of Continued Employment. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate.
9. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code. To effect such election, Grantee may file an appropriate election with the Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable Treasury Regulations. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements and the Company and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.
10. Amendment. The Committee may amend, modify or terminate this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the Shares hereunder had expired) on the date of such amendment or termination.
11. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.
12. Successors. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
13. Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
14. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:
Premiere Global Services, Inc.
3280 Peachtree Road, N.E.
The Terminus Building, Suite 1000
Atlanta, Georgia 30305
Attn: Director, Stock Plan Management
or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.
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Exhibit A
LTI Performance Target
The LTI Performance Target shall be 20__ Non-GAAP diluted earnings per share from continuing operations (“Non-GAAP EPS”) of $____. Non-GAAP EPS is determined as diluted net income per share from continuing operations, as reported, (i) excluding the impact of changes in tax laws or accounting principles, non-recurring tax adjustments, non-recurring regulatory fee adjustments, restructuring costs, excise and sales tax expense, excise and sales tax interest, asset impairments, net legal settlements and related expenses, equity-based compensation, acquisition-/divestiture-related costs, amortization, non-recurring foreign exchange losses and debt refinance costs and other non-recurring interest and any negative impact relating to material divestitures of Company assets or stock through reorganization, merger, consolidation, share exchange, spin-off, sale or other disposition or similar form of corporate transaction of a subsidiary, division or business unit for such transactions as approved by the Board and (ii) including the impact of acquisitions and share repurchases for such transactions as approved by the Board, including share repurchases pursuant to our Board-approved stock repurchase program.
Up to one-half of the Shares will vest on the date of the first payroll following our fourth quarter and year-end earnings release for 20__ (“Tranche 1”) determined based upon the following sliding scale, with data between points interpolated on a straight-line basis:
| LTI Performance Percentage of Target | Payout Percentage of Bonus Earned |
| <90% | 0% |
| 90% | 70% |
| 95% | 85% |
| 100% | 100% |
A number of shares equal to the number of shares that vested in Tranche 1 shall vest on
_____________; provided that Grantee is then still employed by the Company or any of its Affiliates on that date.
Exhibit 10.2
R E S T R I C T E D S T O C K A G R E E M E N T
Non-transferable
G R A N T T O
(“Grantee”)
by Premiere Global Services, Inc. (the “Company”) of
shares of its common stock, $0.01 par value (the “Shares”)
pursuant to and subject to the provisions of the Premiere Global Services, Inc. Amended and Restated 2004 Long-Term Incentive Plan, as amended (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
Unless sooner vested in accordance with Section 3 of the Terms and Conditions, the restrictions imposed under Section 2 of the Terms and Conditions will expire as follows:
The shares will vest [insert vesting schedule]; provided that Grantee is then still employed by the Company or any of its Affiliates.
IN WITNESS WHEREOF, Premiere Global Services, Inc., acting by and through its duly authorized officers, has caused this Agreement to be executed as of the Grant Date.
Premiere Global Services, Inc.
| By: | ||
| Its: | ||
| Grant Date: | ||
| Accepted by Grantee: |
| 1 |
TERMS AND CONDITIONS
1. Grant of Shares. The Company hereby grants to the Grantee, subject to the restrictions and the other terms and conditions set forth in the Plan and in this award agreement (this “Agreement”), the number of Shares indicated on Page 1 hereof.
2. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, encumbered or hypothecated to or in favor of any party other than the Company or an Affiliate, or be subjected to any lien, obligation or liability of Grantee to any other party other than the Company or an Affiliate. If Grantee’s employment with the Company or any Affiliate terminates for any reason other than as set forth in paragraphs (b), (c) or (d) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section 2 shall apply to all Shares or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock of the Company.
3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):
(a) As to the number of the Shares specified on page 1 hereof, on the respective dates specified on page 1 hereof; provided Grantee is then still employed by the Company or an Affiliate;
(b) As to all of the unvested Shares, on the date of termination of Grantee’s employment by reason of death or Disability;
(c) As to all of the unvested Shares, upon termination of Grantee’s employment (i) by the Company without “Cause” (as such term is defined below) or (ii) by Grantee with “Good Reason” (as such term is defined below) within twelve (12) months after the occurrence of a “Change in Control” of the Company (as such term is defined in the Plan); or
(d) As to [the next tranche][all] of the unvested Shares, on the date of termination of Grantee’s employment by the Company without “Cause” [or by Grantee for Good Reason prior to a “Change in Control”].
For purposes of this Agreement, “Cause” and “Good Reason” shall have the meaning as set forth in Grantee’s severance agreement with the Company or any of its Affiliates, as in effect from time to time.
4. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and will be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws):
“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Agreement between the registered owner of the shares represented hereby and Premiere Global Services, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Agreement, copies of which are on file in the offices of Premiere Global Services, Inc.”
Stock certificates for the Shares without the first above legend shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, as amended, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.
5. Voting Rights. Grantee, as beneficial owner of the Shares, shall have full voting rights with respect to the Shares during and after the Restricted Period.
6. Dividend Rights. Grantee shall accrue cash and non-cash dividends, if any, paid with respect to the Restricted Shares, but the payment of such dividends shall be deferred and held (without interest) by the Company for the account of Grantee until the expiration of the Restricted Period. During the Restricted Period, such dividends shall be subject to the same vesting restrictions imposed under Section 2 as the Restricted Shares to which they relate. Accrued dividends deferred and held pursuant to the foregoing provision shall be paid by the Company to the Grantee promptly upon the expiration of the Restricted Period (and in any event within thirty (30) days of the date of such expiration).
7. Changes in Capital Structure. The provisions of the Plan shall apply in the case of a change in the capital structure of the Company.
8. No Right of Continued Employment. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate.
9. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code. To effect such election, Grantee may file an appropriate election with the Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable Treasury Regulations. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements and the Company and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.
10. Amendment. The Committee may amend, modify or terminate this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the Shares hereunder had expired) on the date of such amendment or termination.
11. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.
12. Successors. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
13. Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
14. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:
Premiere Global Services, Inc.
3280 Peachtree Road, N.E.
The Terminus Building, Suite 1000
Atlanta, Georgia 30305
Attn: Director, Stock Plan Management
or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.
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