-----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, BrUbDq4UerA7y0WVXe2IbogOaXdtu9MgwvOwJu4NF7mF/ceKw5dx+0MbNQkYUhZB /4Q1JkcvaxYp+5XA7RgHiQ== 0000931763-99-001436.txt : 19990506 0000931763-99-001436.hdr.sgml : 19990506 ACCESSION NUMBER: 0000931763-99-001436 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990217 ITEM INFORMATION: FILED AS OF DATE: 19990505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIERE TECHNOLOGIES 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: 8-K/A SEC ACT: SEC FILE NUMBER: 001-13577 FILM NUMBER: 99611281 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 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 1999 ----------------- PREMIERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Georgia 0-27778 59-3074176 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 3399 Peachtree Road, N.E. The Lenox Building, Suite 600 Atlanta, Georgia 30326 ---------------------------------------------------------------------- (Address of principal executive officers) (Zip Code) Registrant's telephone number, including area code: (404) 262-8400 N/A ----------------------------------------------------------------- (Former name or former address, if changed since last report) Explanatory Note ---------------- This Form 8-K/A is filed by Premiere Technologies, Inc. (the "Company") solely to refile the Company's Unaudited Pro Forma Condensed Combined Financial Information (the "Pro Forma Financial Information"). The Pro Forma Financial Information was initially filed as Exhibit 99.1 to the Company's Form 8-K/A dated February 17, 1999 and filed with the Securities and Exchange Commission on May 3, 1999 (the "Initial Form 8-K/A"). The Pro Forma Financial Information filed herewith as Exhibit 99.1 includes the Notes to Unaudited Pro Forma Condensed Combined Statement of Operations which were inadvertently omitted from the Pro Forma Financial Information included in the Initial Form 8-K/A. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits -2- (c) Exhibits 99.1 Unaudited Pro Forma Condensed Combined Financial Information -3- SIGNATURES 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 TECHNOLOGIES, INC. By:/s/ Harvey A. Wagner ----------------------------------------- Harvey A. Wagner Executive Vice President of Finance and Administration and Chief Financial Officer Dated: May 5, 1999 -4- EXHIBIT INDEX 99.1 Unaudited Pro Forma Condensed Combined Financial Information EX-99.1 2 PRO FORMA FINANCIAL STATEMENTS Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined financial information gives effect to Premiere Technologies, Inc.'s ("Premiere" or the "Company") merger (the "Merger") with Xpedite Systems, Inc. ("Xpedite") as though such transaction occurred on January 1, 1997. The Company and Xpedite entered into a definitive merger agreement on November 13, 1997. Under the terms of the merger agreement, the Company exchanged its common shares for Xpedite's using an exchange ratio of 1.165 which valued Xpedite's shares at $34.00 per share and the Company's shares at $29.18 per share, its average trading price for the 20 trading days preceding the date on which Xpedite stockholders voted on the Merger. Certain income statement amounts in the proforma financial information of Xpedite have been reclassified to conform with the unaudited pro forma combined financial information presentation and disclosure practices of Premiere. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have actually been reported had the acquisition of Xpedite occurred at the beginning of the period presented nor is it indicative of future financial position or results of operations. The unaudited pro forma combined financial information is based on the respective historical financial statements for Premiere and Xpedite and should be read in conjunction with the respective historical financial statements incorporated by reference herein. PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARIES PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997 (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
Pro Forma Pro Forma Adjustments Premiere/ Historical Historical Xpedite Xpedite Premiere Xpedite Merger Merger Revenues $229,352 $166,153 - $ 395,505 Costs of service 63,974 63,576 - 127,550 -------- -------- -------- --------- Gross Profit 165,378 102,577 - 267,955 Operating Expenses: Selling, general and administrative 101,308 68,983 - 170,291 Depreciation and amortization 17,074 11,289 73,172 (A) 101,535 Restructuring, merger costs and other special charges 73,597 16,502 - 90,099 Accrued settlement costs 1,500 150 - 1,650 -------- -------- -------- --------- Total operating expenses 193,479 96,924 73,172 363,575 -------- -------- -------- --------- Operating income (loss) (28,101) 5,653 (73,172) (95,620) Other income (expense): Interest, net (912) (2,546) - (3,458) Other, net 226 411 - 637 -------- -------- -------- --------- Total other income (expense) (686) (2,135) - (2,821) -------- -------- -------- --------- (Income) loss before income tax (28,787) 3,518 (73,172) (98,441) Income tax provision (benefit) (3,412) 1,407 (7,000) (B) (9,005) -------- -------- -------- --------- Net income (loss) before extraordinary item (25,375) 2,111 (66,172) (89,436) Extraordinary item - 577 - 577 -------- -------- -------- --------- Net income (loss) $(25,375) $ 1,534 $(66,172) $ (90,013) ======== ======== ======== ========= Basic net income (loss) per share $ (0.78) $ 0.17 $ (2.07) ======== ======== ========= Diluted net income (loss) per share $ (0.78) $ 0.17 $ (2.07) ======== ======== ========= Weighted average shares outstanding: Basic 32,443 8,994 1,992 (C) 43,429 Diluted 32,443 8,994 1,992 43,429
PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS Pro Forma adjustments have been made to: (A) Reflect depreciation and amortization expense associated with the fair value of tangible and intangible assets acquired over the estimated useful lives of the associated assets. (B) Reflect income tax effects of proforma adjustments. (C) Reflect issuance of shares of Premiere common stock in exchange for all outstanding Xpedite common stock. -----END PRIVACY-ENHANCED MESSAGE-----