-----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, FTLXsttgeN2X7G1cp7wIooasIG8Y8T+37eMAhsSZGapMM8xNo03w0QSPS2Pw4Whh x/c96RFKHR6iqAvJ0QUoLw== 0000931763-01-501370.txt : 20010813 0000931763-01-501370.hdr.sgml : 20010813 ACCESSION NUMBER: 0000931763-01-501370 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010810 EFFECTIVENESS DATE: 20010810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PTEK HOLDINGS INC CENTRAL INDEX KEY: 0000880804 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 593074176 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-67292 FILM NUMBER: 1704654 BUSINESS ADDRESS: STREET 1: 3399 PEACHTREE RD NE STREET 2: LENOX BLDG STE 400 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4042628400 MAIL ADDRESS: STREET 1: 3399 PEACHTREE RD NE STREET 2: STE 400 CITY: ATLANTA STATE: GA ZIP: 30326 FORMER COMPANY: FORMER CONFORMED NAME: PREMIERE TECHNOLOGIES INC DATE OF NAME CHANGE: 19951219 S-8 1 ds8.txt 1995 STOCK PLAN As filed with the Securities and Exchange Commission on August 10, 2001. Registration No. 333-____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________________ PTEK HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Georgia 59-3074176 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 3399 Peachtree Road, N.E., The Lenox Building, Suite 600, Atlanta, Georgia 30326, (404) 262-8400 (Address, including zip code, and telephone number of principal executive offices) PTEK HOLDINGS, INC. 1995 STOCK PLAN (Full Title of the Plan) Patrick G. Jones Executive Vice President, Chief Financial Officer and Chief Legal Officer PTEK Holdings, Inc. 3399 Peachtree Road, N.E. The Lenox Building, Suite 600 Atlanta, Georgia 30326 (404) 262-8400 (Name, address, and telephone number, including area code, of agent for service) Copies to: Janine Brown, Esq. Alston & Bird LLP One Atlantic Center, 1201 West Peachtree Street Atlanta, Georgia 30309-3424 (404) 881-7000 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------ Proposed Proposed Title of Securities Amount to Maximum Maximum Amount of to be Registered Be Offering Price Aggregate Registration Fee Registered(1) Per Share Offering Price - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $.01 par value (including rights to purchase 1,650,000 $2.95(2) $4,867,500 $1,216.88 shares of Series C Junior Participating Preferred Stock) - ------------------------------------------------------------------------------------------------------------------------------------
(1) Consists of shares of the registrant's Common Stock that may be issued pursuant to options that may be granted under the PTEK Holdings, Inc. 1995 Stock Plan (the "Plan"). This Registration Statement also covers any additional shares that may hereafter become issuable as a result of the adjustment and anti-dilution provisions of the Plan. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457, paragraphs (h) and (c), based on the average of the high and low prices of the Common Stock reported on the National Association of Securities Dealers automated quotation system on August 7, 2001. INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS Pursuant to Instruction E of Form S-8, the contents of Registration Statement Nos. 333-17593, 333-39693 and 333-52357 relating to the 1995 Stock Plan are hereby incorporated by reference. PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 8. Exhibits. The exhibits included as part of this registration statement are as follows: Exhibit Number Description -------------- ----------- 5.1 Opinion of Alston & Bird LLP, counsel to the registrant, as to the legality of the securities being registered. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Alston & Bird LLP (included in Exhibit 5.1 above). 24.1 Power of Attorney (contained on the signature pages of this registration statement at p. II-2). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on this 10th day of August, 2001. PTEK HOLDINGS, INC. By: /s/ Boland T. Jones ------------------------------ Boland T. Jones Chairman of the Board and Chief Executive Officer II-1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Boland T. Jones and Patrick G. Jones, and each of them, as true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all which said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do, or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities and on the dates indicated.
Signature Capacity Date --------- -------- ---- /s/ Boland T. Jones Chairman of the Board and August 10, 2001 - --------------------------- Boland T. Jones Chief Executive Officer (Principal Executive Officer) and Director /s/ Patrick G. Jones Executive Vice President, Chief August 10, 2001 - --------------------------- Patrick G. Jones Financial Officer (Principal Financial and Accounting Officer) and Chief Legal Officer /s/ George W. Baker, Sr. Director August 10, 2001 - --------------------------- George W. Baker, Sr. /s/ Raymond H. Pirtle, Jr. Director August 10, 2001 - --------------------------- Raymond H. Pirtle, Jr. /s/ Jeffrey A. Allred President and Chief Operating Officer August 10, 2001 - --------------------------- Jeffrey A. Allred and Director /s/ Jackie M. Ward Director August 10, 2001 - --------------------------- Jackie M. Ward /s/ Jeffrey T. Arnold Director August 10, 2001 - --------------------------- Jeffrey T. Arnold
II-2 /s/ Director August 10, 2001 - --------------------------- Jeffrey M. Cunningham /s/ Hermann Buerger Director August 10, 2001 - --------------------------- Hermann Buerger /s/ J. Walker Smith, Jr. Director August 10, 2001 - --------------------------- J. Walker Smith, Jr.
II-3 EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8 Exhibit Number Description -------------- ----------- 5.1 Opinion of Alston & Bird LLP, counsel to the registrant, as to the legality of the securities being registered. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Alston & Bird LLP (included in Exhibit 5.1). 24.1 Power of Attorney (contained on the signature pages of this registration statement at p. II-2). EX-5.1 3 dex51.txt OPINION OF ALSTON & BIRD LLP Exhibit 5.1 OPINION OF ALSTON & BIRD LLP August 10, 2001 PTEK Holdings, Inc. 3399 Peachtree Road, N.E. The Lenox Building Suite 600 Atlanta, Georgia 30326 Re: Form S-8 Registration Statement PTEK Holdings, Inc. 1995 Stock Plan Ladies and Gentlemen: This opinion is given in connection with the filing by PTEK Holdings, Inc., a Georgia corporation (the "Company"), of a registration statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in connection with the registration of 1,650,000 shares (the "Shares") of the $.01 par value Common Stock of the Company (the "Common Stock") that may be sold or issued pursuant to the PTEK Holdings, Inc. 1995 Stock Plan (the "Plan"). This opinion is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K. We have examined such corporate records and documents as we deemed relevant and necessary in order to enable us to give the opinion set forth herein, including the Articles of Incorporation, as amended, and the Amended and Restated Bylaws of the Company, as amended, resolutions of the Board of Directors of the Company authorizing the actions to be taken, and certificates of officers of the Company. In conducting our examination we assumed the genuineness of all signatures, the legal capacity of all natural persons; the authenticity of all documents submitted to us as originals; that with respect to the issuance of any of the Shares, the Company shall have sufficient authorized and unissued shares of Common Stock available at the time of such issuance; that any required consideration to be received for the issuance of any of the Shares is in fact received by the Company prior to such issuance; the conformity to original documents of all documents submitted to us as certified or photostatic copies, that the Shares will be issued in accordance with the current terms of the applicable plans and the current terms of the resolutions of the Board of Directors authorizing the issuance of the Shares; and that the relevant provisions of the Articles of Incorporation and Bylaws of the Company and the Georgia Business Corporation Code in effect at the time of issuance of any of the Shares will not differ in any relevant respect from the relevant provisions of the Articles of Incorporation and Bylaws of the Company and the Georgia Business Corporation Code in effect as of the date of this opinion. Based upon the foregoing, we are of the opinion that the Shares, when sold or issued pursuant to the PTEK Holdings, Inc. 1995 Stock Plan will be legally issued, fully paid and nonassessable under the provisions of the Georgia Business Corporation Code. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing therein. Sincerely, By:/s/ Alston & Bird LLP --------------------- ALSTON & BIRD LLP EX-23.1 4 dex231.txt CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.1 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 27, 2001 included in PTEK Holdings, Inc.'s Form 10-K for the year ended December 31, 2000 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Atlanta, Georgia August 8, 2001 -----END PRIVACY-ENHANCED MESSAGE-----