-----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, TCwC3cVeCCHey4K1Cx0DIH6fmYufLtplAR65bEh2SEMfm2KnnyoWoeB/2awT+nsb M1oD7YRfBYn4IatyM1XUNA== 0000930413-06-001975.txt : 20060310 0000930413-06-001975.hdr.sgml : 20060310 20060310152430 ACCESSION NUMBER: 0000930413-06-001975 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060310 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060310 DATE AS OF CHANGE: 20060310 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: 06679161 BUSINESS ADDRESS: STREET 1: 3399 PEACHTREE RD NE STREET 2: THE LENOX BUILDING, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4042628400 MAIL ADDRESS: STREET 1: 3399 PEACHTREE RD NE STREET 2: THE LENOX BUILDING, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 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 c41434_8k.txt 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 10, 2006 ------------------------------- 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.) 3399 Peachtree Road, NE, Suite 700, Atlanta, Georgia 30326 - -------------------------------------------------------------------------------- (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 5.04. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS. On March 10, 2006, Premiere Global Services, Inc. (the "Company") sent a notice to its executive officers and directors (the "BTR Notice") informing them that, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, they would be prohibited from purchasing, selling or otherwise acquiring or transferring certain equity securities of the Company (including the Company's common stock, securities convertible into or exchangeable for shares of the Company's common stock, and derivative securities pertaining to any such equity securities) on the open market or otherwise during a blackout period relating to the temporary suspension of transactions in the Company's common stock under the Company's 401(k) Plan. The blackout period, which is imposed to facilitate a change in the 401(k) Plan's recordkeeper, will begin at 4:00 p.m. EST on March 24, 2006 and is scheduled to end after close of business on the second full trading day following the issuance of the Company's earnings release for the quarter ended March 31, 2006. A copy of the BTR Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference. During the blackout period and for a period of two years after the ending date thereof, a participant in the 401(k) Plan, a security holder or other interested person may obtain, without charge, information regarding the blackout period, including the actual ending date of the blackout period, by contacting L. Scott Askins, Senior Vice President - Legal and General Counsel at Premiere Global Services, Inc., The Lenox Building, Suite 700, 3399 Peachtree Road, N.E., Atlanta, Georgia 30326 or at (404) 262-8400. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NO. DESCRIPTION OF EXHIBIT - ------- ----------------------------------------------------------------- 99.1 Notice to Executive Officers and Directors of Premiere Global Services, Inc. Regarding 401(k) Plan Blackout Period and Restrictions on Ability to Trade in Company Securities 2 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: March 10, 2006 By: /s/ L. Scott Askins --------------------------------------- L. Scott Askins Senior Vice President - Legal, General Counsel and Secretary 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------------------------------------------------------------- 99.1 Notice to Executive Officers and Directors of Premiere Global Services, Inc. Regarding 401(k) Plan Blackout Period and Restrictions on Ability to Trade in Company Securities. 4 EX-99.1 2 c41434_ex99-1.txt EXHIBIT 99.1 MEMORANDUM March 10, 2006 TO: Executive Officers and Directors of Premiere Global Services, Inc. FROM: L. Scott Askins RE: Important Notice Regarding 401(k) Plan Blackout Period and Restrictions on Ability to Trade in Company Securities This notice is to inform you of significant restrictions on your ability to trade in securities of Premiere Global Services, Inc. (the "Company") during an upcoming "blackout period" that will apply to the Company's 401(k) Plan. The blackout period, which is imposed to facilitate a change in the 401(k) Plan's recordkeeper, will begin on March 24, 2006 at 4:00 p.m. EST, and is scheduled to end after close of business on the second full trading day following the issuance of the Company's earnings release for the quarter ended March 31, 2006. During the blackout period, participants will not have any ability to buy or sell the Company's common stock held in the 401(k) Plan. IN ACCORDANCE WITH SECTION 306(a) OF THE SARBANES-OXLEY ACT OF 2002 AND THE SEC'S RULES AND REGULATIONS PROMULGATED THEREUNDER, THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS ARE PROHIBITED FROM 4:00 P.M. EST ON MARCH 24, 2006 THROUGH APRIL 21, 2006 FROM PURCHASING, SELLING, OR OTHERWISE ACQUIRING OR TRANSFERRING, DIRECTLY OR INDIRECTLY, ANY EQUITY SECURITY OF THE COMPANY ACQUIRED IN CONNECTION WITH HIS SERVICES AS A DIRECTOR OR EXECUTIVE OFFICER.* Please note the following: o The term "equity securities" is defined broadly to include the Company's common stock, securities convertible into or exchangeable for the Company's common stock (including warrants, preferred stock and options) and derivative securities pertaining to any of the Company's equity securities. o Covered transactions are not limited to those involving your direct ownership, but include any o transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household). o Although you are permitted to engage in transactions involving equity securities that were not acquired in connection with your services as a director or executive officer, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements. o Among other things, these rules prohibit exercising options granted to you in connection with your services as a director or executive officer, selling Company stock acquired pursuant to such options, and selling Company stock originally received as a restricted stock grant or pursuant to a restricted stock unit grant. - -------------------------------------------------------------------------------- These rules apply in addition to the trading restrictions under the Company's insider trading policy. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties and appropriate action under the Company's insider trading policy. BECAUSE OF THE COMPLEXITY OF THESE RULES AND THE SEVERITY OF THE PENALTIES AND OTHER REMEDIES, PLEASE CONTACT ME BEFORE ENGAGING IN ANY TRANSACTION INVOLVING THE COMPANY'S EQUITY SECURITIES DURING THE BLACKOUT PERIOD. You may obtain, without charge, information regarding the blackout period by contacting me at Premiere Global Services, Inc., The Lenox Building, Suite 700, 3399 Peachtree Rd. NE, Atlanta, Georgia 30326 or at (404) 262-8400. If you have any questions, please feel free to contact me at (404)262-8400. * Exemptions from these rules generally apply for purchases or sales under Rule 10b5-1 plans, dividend reinvestment plans, sales required by law and certain other "automatic" transactions. -6- -----END PRIVACY-ENHANCED MESSAGE-----