11-K 1 c43270_11-k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------- FORM 11-K -------------------------------- (Mark One) ( x ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the fiscal year ended December 31, 2005 or ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from __________ to __________ Commission File No. 001-13577 A. Full title and address of the plan, if different from that of the issuer named below: PREMIERE GLOBAL SERVICES, INC. 401(K) PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: PREMIERE GLOBAL SERVICES, INC. 3399 PEACHTREE ROAD, N.E. THE LENOX BUILDING, SUITE 700 ATLANTA, GEORGIA 30326 TABLE OF CONTENTS FINANCIALS PAGE Report of Independent Registered Public Accounting Firm...............4 Financial Statements Statement of Net Assets Available for Plan Benefits December 31, 2005 and 2004.......................................5 Statement of Changes in Net Assets Available for Plan Benefits For the year ended December 31, 2005....................6 Notes to Financial Statements.........................................7 SUPPLEMENTAL SCHEDULE Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2005...............................................13 SIGNATURES ...................................................................14 EXHIBITS Exhibit Index........................................................15 2 REQUIRED INFORMATION The following financial statements and schedule, copies of which are included herewith, have been prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended: Premiere Global Services, Inc. 401(k) Plan Financial Statements and Schedule as of December 31, 2005 and 2004, together with the Report of Independent Registered Public Accounting Firm. 3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE PARTICIPANTS AND ADMINISTRATOR OF THE PREMIERE GLOBAL SERVICES, INC. 401(K) PLAN We have audited the accompanying statement of net assets available for benefits (modified cash basis) of Premiere Global Services, Inc. (formerly PTEK Holdings, Inc.) 401(k) Plan (the "Plan") as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. As described in Note 2, these financial statements and supplemental schedule were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United Sates of America. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits as of December 31, 2005 and 2004 and the changes in net assets available for plan benefits for the year ended December 31, 2005 on the basis of accounting described in Note 2. Our audit was conducted for the purpose of expressing an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the table of contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. This schedule has been subjected to the auditing procedures applied in our audit of the basic 2005 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic 2005 financial statements taken as a whole. /s/ Smith & Howard, P.C. June 21, 2006 4 PREMIERE GLOBAL SERVICES, INC. 401(K) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2005 AND 2004 ASSETS 2005 2004 ---- ---- Investments, at fair value Mutual Funds $ 28,838,909 $ 25,039,826 Common Trust Funds 4,671,649 4,989,291 Common Stock - Premiere Global Services, Inc. 4,331,779 6,888,892 Participant Loans 1,141,226 1,083,039 ------------ ------------- Net Assets Available for Plan Benefits $ 38,983,563 $ 38,001,048 ============ ============ The accompanying notes are an integral part of these financial statements. 5 PREMIERE GLOBAL SERVICES, INC. 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2005 Additions to Net Assets Attributed to: Employer contributions $ 1,460,199 Participant contributions 4,805,443 Rollover contributions 411,553 ------------ 6,677,195 Investment Income: Net appreciation in fair value of investments (340,516) Dividends 821,007 Interest on participant loans 69,982 ------------- 550,473 ------------- Deductions from Net Assets Attributed to: Net benefit payments (6,245,153) ---------- Net Increase 982,515 Net Assets Available for Benefits at Beginning of Year 38,001,048 ----------- Net Assets Available for Benefits at End of Year $ 38,983,563 ============ The accompanying notes are an integral part of these financial statements. 6 PREMIERE GLOBAL SERVICES, INC. 401(K) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004 1. PLAN DESCRIPTION The following description of the Premiere Global Services, Inc. (formerly PTEK Holdings, Inc.) 401(k) Plan (the "Plan"), provides only general information. Participants should refer to the plan document or the summary plan description for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan administered by the 401(k) Administrative Committee, appointed by the Board of Directors of Premiere Global Services, Inc. (the "Company" or the "Employer"). T. Rowe Price Trust Company was the custodian of the Plan and trustee with respect to all non-Company stock assets. See Note 8, "Subsequent Events". ELIGIBILITY All covered employees of the Company, as defined by the Plan, are eligible to participate in the Plan as of the first day of the month following 30 days of employment. PARTICIPANT CONTRIBUTIONS Participants may elect to contribute, on a pretax basis, up to 20% of their eligible compensation, as defined by the Plan. For 2005, the Internal Revenue Service tax code limit on before tax contributions was $14,000 in the aggregate. Contributions may be invested in 1% increments totaling, but not exceeding, 100% into any of the investment options offered by the Plan. A participant may prospectively change the percentage of his/her contribution at any time. The change will generally be effective the next pay period. The following funds were offered by the Plan as of December 31, 2005: o Janus Fund o Pimco Total Return II o MFS Capital Opportunities o MSIF Trust US Small Cap Value Fund o Putnam International Growth o Personal Strategy-Income o Personal Strategy-Growth o Personal Strategy-Balanced o International Stock Fund o Equity Index 500 Fund o Dividend Growth Fund o Premiere Global Services, Inc. Common Stock o T. Rowe Price (TRP) Stable Value Fund 7 PREMIERE GLOBAL SERVICES, INC. 401(K) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004 1. PLAN DESCRIPTION (CONTINUED) EMPLOYER CONTRIBUTIONS The Employer may contribute 100% of the participant's contribution not to exceed 3% of his/her eligible compensation ("Matching Contributions"). Matching Contributions are made in cash or invested in company stock. If the Company elects to match in stock, a participant may elect, at any time after the Matching Contributions are allocated to his/her account, to redirect his/her Matching Contribution to any other investment option. The Company's 401(k) Administrative Committee, appointed by the Board of Directors, approved a Matching Contribution of $1,587,142 to the Plan for the year ended December 31, 2005, which was contributed in cash in 2006. ROLLOVERS FROM OTHER PLANS A participant who has received a distribution of his/her interest in a qualified retirement plan may elect to deposit all or any portion of the eligible amount of such distribution as a rollover to this Plan. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions, allocations of the Employer matching and his/her share of the Plan's income (loss). The Plan's income (loss) with respect to each investment fund is allocated based on the proportion that each participant's account balance invested in such fund has to the total of all participants' account balances invested in such fund. VESTING Participants are immediately vested in the value of their contributions and actual earnings thereon. Employer Matching Contributions vest according to the following schedule: VESTED YEARS OF SERVICE: PERCENTAGE ----------------- ---------- Less than one 0% One 33% Two 67% Three 100% 8 PREMIERE GLOBAL SERVICES, INC. 401(K) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004 1. PLAN DESCRIPTION (CONTINUED) VESTING (CONTINUED) Participants must be credited with a minimum of 1,000 hours of service during the plan year to complete a year of vesting service. A participant will become fully vested in Employer matching, regardless of length of service, in the event of death, total and permanent disability, or attainment of age 65. FORFEITED ACCOUNTS During 2005, $96,303 of Employer Matching Contributions were forfeited by terminating employees before those amounts became vested. In accordance with Plan provisions, cumulative forfeitures of $99,773 were used to reduce the Employer Matching Contribution paid in 2005. DISTRIBUTION OF BENEFITS Upon retirement, death, disability, or termination of service, a participant or his/her beneficiary may elect to receive a lump-sum distribution. This distribution will be equal to the participant's vested account balance and will be made in cash. However, if a portion of the participant's vested balance is in Company stock, the participant may elect to receive payments for that portion of his/her vested account in the form of Company stock. Hardship distributions are permitted if certain criteria are met, as defined by the Plan. LOANS TO PARTICIPANTS Participants may borrow the minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of his/her vested account balance. The loans are secured by the balance of the participant's account and bear interest at a fixed rate over the life of the loan. The rate of interest charged is based upon the rate that one or more lending institutions would charge on a similar loan in similar circumstances. Loans are repayable through payroll deductions over periods ranging up to 60 months for a general-purpose loan and up to 10 years for the purchase of a principle residence. The interest rate is determined by the plan administrator based on prevailing market conditions. 9 PREMIERE GLOBAL SERVICES, INC. 401(K) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accounting records of the Plan are maintained on the modified cash basis of accounting. Under the modified cash basis, receivables and accrued expenses are not recorded, and investments are stated at market value. VALUATION OF INVESTMENTS Investments in publicly traded mutual funds are stated in the accompanying statement of net assets available for plan benefits at their fair values based on quoted market prices on national exchanges. The American Institute of Certified Public Accountants Statement of Position 94-4, Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans, requires fair value reporting of investment contracts that are not fully benefit-responsive. The TRP Stable Value Fund is not fully benefit-responsive and is carried at estimated fair value, which approximates contract value. Investment securities in general are exposed to various risks, including credit, interest and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is possible that changes in values of investment securities will occur and that such changes could materially affect the amount reported in the statements of net assets available for plan benefits. NET DEPRECIATION Realized gains and losses on sales of investments and changes in unrealized depreciation are recorded in the accompanying statement of changes in net assets available for benefits as net depreciation in fair value of investments. ADMINISTRATIVE EXPENSES All costs and expenses incurred in connection with the general administration of the Plan, with the exception of variable asset charges imputed on certain plan assets, are paid by the Company. 10 PREMIERE GLOBAL SERVICES, INC. 401(K) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004 3. INVESTMENTS The fair market values of individual assets that represent 5% or more of the Plan's net assets as of December 31, 2005 and 2004 are as follows: 2005 2004 ---- ---- Janus Fund $2,594,019 $2,507,496 MSIF Trust US Small Cap Value Fund 2,662,441 2,107,356 Equity Index 500 Fund 9,366,773 9,226,172 Personal Strategy-Growth 4,407,657 3,162,620 TRP Stable Value Fund 4,671,649 4,989,291 Premiere Global Services, Inc. Common Stock 4,331,779 6,888,892 International Stock Fund 2,263,950 -- Net appreciation/(depreciation) in fair value of investments and dividends for the year ended December 31, 2005 is as follows: NET APPRECIATION/ (DEPRECIATION) DIVIDENDS ----------------- --------- Mutual Funds $ 1,102,358 $ 633,443 Common Trust Funds -- 187,564 Common Stock - Premiere Global Services, Inc. (1,442,874) -- ----------- ---------- $ (340,516) $ 821,007 =========== ========= 4. RELATED PARTY TRANSACTIONS The Plan's investments include shares of mutual funds managed by T. Rowe Price Investments. T. Rowe Price Trust Company was the custodian as defined by the Plan and therefore these transactions qualify as party-in-interest transactions. See Note 8, "Subsequent Events". The Plan issues loans to participants, which are secured by the balances in the participants' accounts. These transactions qualify as party-in-interest transactions. 11 PREMIERE GLOBAL SERVICES, INC. 401(K) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004 5. TAX STATUS The Internal Revenue Service has determined and informed the administrator, by a letter dated September 9, 2002, that the Plan as adopted was designed in accordance with applicable sections of the Internal Revenue Code ("IRC") as of that date. The administrator believes that the Plan is designed and is being operated in compliance with the applicable requirements of the IRC. Therefore, the plan administrator and the Plan's tax counsel believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement dates. 6. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. In the event of plan termination, participants will become fully vested in their account balances. 7. PLAN AMENDMENTS The Plan was amended effective January 3, 2005 to reflect the name change of the company from PTEK Holdings, Inc. to Premiere Global Services, Inc. The Plan was amended effective March 28, 2005 to reduce the mandatory distribution limit to amounts less than or equal to $1,000. 8. SUBSEQUENT EVENTS Effective April 1, 2006, Metropolitan Life Insurance Company became the new recordkeeper for the Plan and Reliance Trust Company became the new trustee for the Plan. The Company has filed an application under the voluntary correction program found in IRS Revenue Procedure 2006-27 to correct certain operational and plan document errors. The correction amount is not deemed significant to the Plan. 12 PREMIERE GLOBAL SERVICES, INC. 401 (K) PLAN SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2005
ISSUER OR BORROWER DESCRIPTION OF INVESTMENT MARKET ---------------------------------------- ----------------------------------------------------- ---------------------- * T. Rowe Price Janus Fund $ 2,594,019 * T. Rowe Price Primco Total Return II 1,262,799 * T. Rowe Price MFS Capital Opportunities 758,531 * T. Rowe Price MSIF Trust US Small Cap Value Fund 2,662,441 * T. Rowe Price Putnam International Growth 1,269,044 * T. Rowe Price Personal Strategy-Income 951,022 * T. Rowe Price Personal Strategy-Growth 4,407,657 * T. Rowe Price Personal Strategy-Balanced 1,708,050 * T. Rowe Price International Stock Fund 2,263,950 * T. Rowe Price Equity Index 500 Fund 9,366,773 * T. Rowe Price Dividend Growth Fund 1,594,623 * Premiere Global Services, Inc. Premiere Global Services Inc. Common Stock 4,331,779 * T. Rowe Price T. Rowe Price (TRP) Stable Value Fund 4,671,649 * Participant Loans Interest Rates Ranging from 6.0%-8.5% 1,141,226 ------------ $ 38,983,563 ============
* Party-in-interest, as defined by ERISA 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PREMIERE GLOBAL SERVICES, INC. 401(K) PLAN Date: June 29, 2006 By: /s/ Michael E. Havener --------------------------- Name: Michael E. Havener Title: Chairman of the Administrative Committee 14 EXHIBIT INDEX EXHIBIT NO. EXHIBIT ----------- ------- 23 Consent of Smith & Howard, P.C. 15