8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: September 10, 2015

(Date of earliest event reported)

PREMIERE GLOBAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Georgia	001-13577	59-3074176
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

3280 Peachtree Road, NE

Suite 1000

Atlanta, Georgia 30305 

(Address of principal executive offices)

(404) 262-8400

(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On September 10, 2015, Premiere Global Services, Inc., a Georgia corporation (“PGi”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pangea Private Holdings II, LLC, a Delaware limited liability company (“Parent”), and Pangea Merger Sub Inc., a Georgia corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into PGi, with PGi surviving as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of Siris Capital Group, LLC (“Siris”).

The material terms of the Merger Agreement, including the conditions to the proposed Merger, will be described in a subsequent filing on Form 8-K.

A copy of the joint press release issued by PGi and Siris announcing the proposed Merger is filed as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

Forward-Looking Information

Statements made in this filing, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties, many of which are beyond PGi’s control. Such forward-looking statements are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and are made based on management’s current expectations or beliefs as well as assumptions made by, and information currently available to, management. A variety of factors could cause actual results to differ materially from those anticipated in PGi’s forward-looking statements, including, but not limited to, the following factors: (i) the risk that the merger may not be consummated in a timely manner, if at all; (ii) the risk that the merger agreement may be terminated in circumstances that require PGi to pay Siris a termination fee; (iii) risks related to the diversion of management’s attention from PGi’s ongoing business operations; (iv) risks regarding the failure of Siris to obtain the necessary financing to complete the merger; (v) the effect of the announcement of the merger on PGi’s business relationships (including, without limitation, customers, strategic alliance partners and suppliers), operating results and business generally; (vi) risks related to satisfying the conditions to the merger, including the failure of PGi’s shareholders to approve the merger, timing (including possible delays) and receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval; (vii) the nature, cost and outcome of any future litigation and other legal proceedings, including any potential proceedings related to the proposed merger, (vii) risks and uncertainties associated with the merger, including the “go-shop” process and that competing acquisition proposals could be made; (ix) and other factors described from time to time in PGi’s press releases, reports and other filings made with the SEC, including but not limited to the “Risk Factors” section of PGi’s Annual Report on Form 10-K for the year ended December 31, 2014. All forward-looking statements attributable to PGi or a person acting on its behalf are expressly qualified in their entirety by these cautionary statements. PGi undertakes no obligation to publicly update or revise these forward looking statements for any reason.

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Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of PGi. In connection with the proposed merger, PGi will prepare a proxy statement to be filed with the SEC on Schedule 14A. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of PGi. PGI’s SHAREHOLDERS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT PGi WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PGi AND THE PROPOSED MERGER. PGi’s shareholders will be able to obtain, without charge, a copy of the preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the proposed merger (when they become available), and any other documents filed by PGi with the SEC from the SEC’s website at www.sec.gov and on PGi’s website at www.pgi.com. PGi’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Premiere Global Services, Inc., c/o Sean O’Brien, 3280 Peachtree Road, NE, The Terminus Building, Suite 1000, Atlanta, Georgia 30305, by emailing investors@pgi.com or by calling 1-800-749-9111, extension 8462.

Participants in the Solicitation

PGi and its directors and officers may be deemed to be participants in the solicitation of proxies from PGi’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed merger. Information about PGi’s directors and executive officers and their ownership of PGi’s common stock is set forth in the proxy statement for PGi’s 2015 Annual Meeting of shareholders, which was filed with the SEC on April 27, 2015. Shareholders may obtain additional information regarding the interests of PGi and its directors and executive officers in the proposed transaction, which may be different than those of PGi’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Joint Press Release issued by Premiere Global Services, Inc. and Siris Capital Group, LLC, dated September 10, 2015
99.2	CEO Letter to Employees
99.3	CEO Letter to Customers
99.4	CEO Letter to Partners
99.5	Transcript of CEO Video Address to Employees
99.6	FAQs

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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 GLOBAL SERVICES, INC.
September 10, 2015	By:	/s/ L. Scott Askins
		Name: L. Scott Askins
		Title:  Executive Vice President – Legal,     General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Joint Press Release issued by Premiere Global Services, Inc. and Siris Capital Group, LLC, dated September 10, 2015
99.2	CEO Letter to Employees
99.3	CEO Letter to Customers
99.4	CEO Letter to Partners
99.5	Transcript of CEO Video Address to Employees
99.6	FAQs

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EX-99.1

EXHIBIT 99.1

Media & Investor Contact:

Sean O'Brien

(404) 262-8462

sean.obrien@pgi.com

PGi Announces Agreement to be Acquired by Siris Capital Group for $14.00 per Share
in an All-cash Deal Valued at Approximately $1 Billion

Acquisition Provides Immediate Shareholder Value and Supports PGi’s SaaS Transition

ATLANTA – September 10, 2015 – Premiere Global Services, Inc. (“PGi”) (NYSE: PGI), the world's largest dedicated provider of collaboration software and services, today announced that it has entered into a definitive agreement to be acquired by funds managed or advised by Siris Capital Group, LLC (“Siris”) in a transaction valued at approximately $1 billion.

Under the terms of the agreement, Siris will acquire all of the outstanding common stock of PGi for $14.00 per share in cash, representing a premium of approximately 23 percent over the closing price on September 10, 2015, and approximately 32 percent over PGi’s volume-weighted average share price during the 90 days ended September 10, 2015. The agreement was unanimously approved by PGi’s Board of Directors, which recommended that PGi’s shareholders approve and adopt the merger agreement with Siris. A special meeting of PGi’s shareholders will be held as soon as practicable following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”) and subsequent mailing to shareholders.

PGi may solicit alternative acquisition proposals from third parties during a 45-day “go-shop” period, following the date of execution of the merger agreement. There is no guarantee that this process will result in a superior proposal, and the merger agreement provides Siris with a customary right to match a superior proposal.

“Siris’ acquisition of PGi is a strong endorsement of our SaaS transformation strategy and provides immediate value to our shareholders,” said Boland Jones, PGi founder, chairman and CEO. “Working with Siris will allow PGi greater flexibility to accelerate our strategy in order to remain a leader in today’s highly competitive unified communications and collaboration (UC&C) market.”

Commenting on the transaction, Hubert de Pesquidoux, Siris Capital Executive Partner, said: “PGi has expertly navigated the rapidly evolving UC&C software and services space for over 20 years, and we see significant potential to further its market lead. We are eager to support PGi on its journey while also looking to drive new opportunities for innovation and growth as PGi continues to anticipate the changing needs of its world-class customer base.”

The transaction is subject to customary closing conditions, including the receipt of shareholder approval, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other foreign antitrust regulatory approvals, as necessary. The transaction is not subject to any financing condition. Upon completion of the acquisition, PGi will become wholly owned by an affiliate of Siris.

Allen & Company LLC is acting as financial advisor, and Alston & Bird LLP is acting as legal advisor to PGi in connection with the transaction. Siris has secured committed debt financing from Barclays Capital Inc., SunTrust Robinson Humphrey, Inc. and Macquarie Capital (USA) Inc., who acted as financial advisors. William Blair & Company and Evercore are also acting as financial advisors, and Sidley Austin LLP is acting as legal advisor to Siris in connection with the transaction.

For further information regarding the terms and conditions contained in the definitive merger agreement, please see PGi’s Current Report on Form 8-K, which will be filed in connection with this transaction.

About Premiere Global Services, Inc. │ PGi
PGi is the world's largest dedicated provider of collaboration software and services. We created iMeet^®, an expanding portfolio of purpose-built applications designed to meet the daily collaboration and communications needs of business professionals, with solutions for web, video and audio conferencing, smart calendar management, webcasting, project management and sales productivity. PGi's award-winning UC&C solutions help nearly 50,000 businesses grow faster and operate more efficiently. To learn more, visit us at www.pgi.com.

About Siris Capital Group, LLC

Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work exclusively with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit us at www.siriscapital.com.

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Forward-Looking Statements

Statements made in this press release, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties, many of which are beyond PGi’s control. Such forward-looking statements are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and are made based on management's current expectations or beliefs as well as assumptions made by, and information currently available to, management. A variety of factors could cause actual results to differ materially from those anticipated in PGi's forward-looking statements, including, but not limited to, the following factors: (i) the risk that the merger may not be consummated in a timely manner, if at all; (ii) the risk that the merger agreement may be terminated in circumstances that require PGi to pay Siris a termination fee; (iii) risks related to the diversion of management’s attention from PGi’s ongoing business operations; (iv) risks regarding the failure of Siris to obtain the necessary financing to complete the merger; (v) the effect of the announcement of the merger on PGi’s business relationships (including, without limitation, customers, strategic alliance partners and suppliers), operating results and business generally; (vi) risks related to satisfying the conditions to the merger, including the failure of PGi’s shareholders to approve the merger, timing (including possible delays) and receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval; (vii) the nature, cost and outcome of any future litigation and other legal proceedings, including any potential proceedings related to the proposed merger, (vii) risks and uncertainties associated with the merger, including the “go-shop” process and that competing acquisition proposals could be made; (ix) and other factors described from time to time in PGi’s press releases, reports and other filings made with the SEC, including but not limited to the "Risk Factors" section of PGi’s Annual Report on Form 10-K for the year ended December 31, 2014. All forward-looking statements attributable to PGi or a person acting on its behalf are expressly qualified in their entirety by these cautionary statements. PGi undertakes no obligation to publicly update or revise these forward looking statements for any reason.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of PGi. In connection with the proposed merger, PGi will prepare a proxy statement to be filed with the SEC on Schedule 14A. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of PGi. PGI’s SHAREHOLDERS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT PGi WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PGi AND THE PROPOSED MERGER. PGi’s shareholders will be able to obtain, without charge, a copy of the preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the proposed merger (when they become available), and any other documents filed by PGi with the SEC from the SEC’s website at www.sec.gov and on PGi’s website at www.pgi.com. PGi’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Premiere Global Services, Inc., c/o Sean O’Brien, 3280 Peachtree Road, NE, The Terminus Building, Suite 1000, Atlanta, Georgia 30305, by emailing investors@pgi.com or by calling 1-800-749-9111, extension 8462.

PGi and its directors and officers may be deemed to be participants in the solicitation of proxies from PGi’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed merger. Information about PGi’s directors and executive officers and their ownership of PGi’s common stock is set forth in the proxy statement for PGi’s 2015 Annual Meeting of shareholders, which was filed with the SEC on April 27, 2015. Shareholders may obtain additional information regarding the interests of PGi and its directors and executive officers in the proposed transaction, which may be different than those of PGi’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

EX-99.2

EXHIBIT 99.2

Subject: CEO letter to EMPLOYEES
Audience: PGi employees worldwide
Channel: Email

Dear colleagues and friends,

Today marks the beginning of an exciting new chapter in the PGi story. This afternoon, PGi entered into a definitive agreement to be acquired by funds managed or advised by Siris Capital Group, a private equity firm based in New York that specializes in acquiring technology and telecommunications companies. Following completion of the acquisition, PGi will no longer be a publicly traded company.

I’d like to take a moment to let you know what this means for us.

The Decision

For over 20 years, PGi has been a market-leading innovator and provider of collaboration software and services. Our strategy of transitioning from per-minute audio conferencing to higher-margin unified communications and collaboration (UC&C) software has been incredibly successful, and that success caught the attention of Siris, who has a successful track record of managing technology companies with transitional business models.

After a thorough evaluation, our board of directors determined that this was a compelling transaction that offers immediate value to our shareholders. We believe the acquisition will also enable PGi to hone and accelerate its business strategy and ultimately deliver more value to its world-class customer base.

Siris’ investment is a ringing endorsement of our robust product portfolio, our successful strategy of transitioning to UC&C SaaS, our future potential for growth and leadership in the global collaboration market and our deep commitment to client success.

What Happens Next

As we work through the transaction process, we are taking a business-as-usual approach to running the company. PGi is still PGi, and we don’t anticipate any major changes in the short-term. Product delivery dates will still be aggressively pursued, and we will continue to focus our efforts on delivering best-in-class service and support to all of our customers worldwide. Our work—your work—to help PGi become the world’s best provider of collaboration software and services is more important now than ever.

For the next 45 days, we will enter into what is known as a “go-shop” period where we are allowed, under the terms of the merger agreement, to solicit alternative acquisition proposals for our company from other potential acquirors. If a superior proposal does not emerge, we anticipate closing the transaction with Siris following the receipt of shareholder and regulatory approvals. Until the transaction is completed, PGi will continue to operate as a publicly traded company.

For answers to some of the most common questions regarding this transaction, we have uploaded an FAQ list to PGiLife, which you can access here [LINK]. You will also find email templates customized for both customers and partners that you should use to inform your clients about this important announcement. As we are able, we will continue to update all of our associates with new information regarding the transaction when it becomes available.

Finally, it’s important that no PGi employees, except our approved corporate spokespeople, should make any comments about the acquisition. If you are approached with inquiries about the acquisition by anyone outside of the company, please direct them to Sean O’Brien at sean.obrien@pgi.com.

A Personal Note

PGi has been a dream project of mine over 20 years in the making. This new chapter is a direct result of the incredible work all of our associates, past and present, have done throughout PGi’s history. I am incredibly excited about the potential this transaction represents for the future of PGi and hope you all join me in that excitement.

In closing, I want to offer a heart-felt thank you to everyone on the PGi team across the globe for your unending commitment to excellence and your invaluable contributions to this company. Together, we are building the future of collaboration.

Boland

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of PGi. In connection with the proposed merger, PGi will prepare a proxy statement to be filed with the SEC on Schedule 14A. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of PGi. PGI’s SHAREHOLDERS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT PGi WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PGi AND THE PROPOSED MERGER. PGi’s shareholders will be able to obtain, without charge, a copy of the preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the proposed merger (when they become available), and any other documents filed by PGi with the SEC from the SEC’s website at www.sec.gov and on PGi’s website at www.pgi.com. PGi’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Premiere Global Services, Inc., c/o Sean O’Brien, 3280 Peachtree Road, NE, The Terminus Building, Suite 1000, Atlanta, Georgia 30305, by emailing investors@pgi.com or by calling 1-800-749-9111, extension 8462.

PGi and its directors and officers may be deemed to be participants in the solicitation of proxies from PGi’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed merger. Information about PGi’s directors and executive officers and their ownership of PGi’s common stock is set forth in the proxy statement for PGi’s 2015 Annual Meeting of shareholders, which was filed with the SEC on April 27, 2015. Shareholders may obtain additional information regarding the interests of PGi and its directors and executive officers in the proposed transaction, which may be different than those of PGi’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

EX-99.3

EXHIBIT 99.3

Subject: CEO letter to CUSTOMERS
Audience: PGi customers worldwide
Channel: Email

Dear [Customer]:

Today marks the beginning of an exciting new chapter in the PGi story. This afternoon, PGi entered into a definitive agreement to be acquired by funds managed or advised by Siris Capital Group, a private equity firm based in New York that specializes in acquiring technology and telecommunications companies. Following completion of the acquisition, PGi will no longer be a publicly traded company.

Siris’ investment in PGi is a ringing endorsement of our robust product portfolio, our future potential for growth and leadership in the collaboration market and our deep commitment to client success. We believe this transaction will allow us to hone our business strategy, accelerate product development and ultimately deliver more value to you, our valued customer.

As we work to complete this transaction, PGi is still PGi. We remain committed to meeting all of your collaboration needs, while continuing to provide the unmatched service and support that you have come to expect. I assure you that our customers remain our top priority.

Your account manager and primary points of contact will remain the same. For any questions about today’s news, please contact your account manager directly.

As we enter this new chapter of the PGi story, I want to thank you for your continued business and support. With this acquisition, PGi will be even better positioned to provide you the world-class software, services and support that you’ve come to expect, as well as develop new features and products to continue to meet your end-to-end collaboration needs.

Sincerely,

Boland T. Jones
Chief Executive Officer, Founder and Chairman
PGi

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of PGi. In connection with the proposed merger, PGi will prepare a proxy statement to be filed with the SEC on Schedule 14A. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of PGi. PGI’s SHAREHOLDERS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT PGi WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PGi AND THE PROPOSED MERGER. PGi’s shareholders will be able to obtain, without charge, a copy of the preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the proposed merger (when they become available), and any other documents filed by PGi with the SEC from the SEC’s website at www.sec.gov and on PGi’s website at www.pgi.com. PGi’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Premiere Global Services, Inc., c/o Sean O’Brien, 3280 Peachtree Road, NE, The Terminus Building, Suite 1000, Atlanta, Georgia 30305, by emailing investors@pgi.com or by calling 1-800-749-9111, extension 8462.

PGi and its directors and officers may be deemed to be participants in the solicitation of proxies from PGi’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed merger. Information about PGi’s directors and executive officers and their ownership of PGi’s common stock is set forth in the proxy statement for PGi’s 2015 Annual Meeting of shareholders, which was filed with the SEC on April 27, 2015. Shareholders may obtain additional information regarding the interests of PGi and its directors and executive officers in the proposed transaction, which may be different than those of PGi’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

EX-99.4

EXHIBIT 99.4

Subject: CEO letter to PARTNERS
Audience: PGi strategic alliance partners, agents and resellers
Channel: Email

Dear [Partner]:

Today marks the beginning of an exciting new chapter in the PGi story. This afternoon, PGi entered into a definitive agreement to be acquired by funds managed or advised by Siris Capital Group, a private equity firm based in New York that specializes in acquiring technology and telecommunications companies. Following completion of the acquisition, PGi will no longer be a publicly traded company.

Siris’ investment in PGi is a ringing endorsement of our robust product portfolio, our future potential for growth and leadership in the collaboration market and our deep commitment to client success. We believe this transaction will allow us to hone our business strategy, accelerate product development and ultimately deliver more value to you, our valued partner.

As we work to complete this transaction, PGi is still PGi. We remain committed to meeting all of your collaboration needs, while continuing to provide the unmatched service and support that you and your customers have come to expect. I assure you that our partners remain a top priority.

Your account manager and primary points of contact will remain the same. For any questions about today’s news, please contact your account manager directly.

As we enter this new chapter of the PGi story, I want to thank you for your continued partnership. With this acquisition, PGi will be even better positioned to provide you the world-class software, services and support that you’ve come to expect, as well as develop new features and products to continue to meet your customers’ end-to-end collaboration needs.

Sincerely,

Boland T. Jones
Chief Executive Officer, Founder and Chairman
PGi

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of PGi. In connection with the proposed merger, PGi will prepare a proxy statement to be filed with the SEC on Schedule 14A. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of PGi. PGI’s SHAREHOLDERS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT PGi WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PGi AND THE PROPOSED MERGER. PGi’s shareholders will be able to obtain, without charge, a copy of the preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the proposed merger (when they become available), and any other documents filed by PGi with the SEC from the SEC’s website at www.sec.gov and on PGi’s website at www.pgi.com. PGi’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Premiere Global Services, Inc., c/o Sean O’Brien, 3280 Peachtree Road, NE, The Terminus Building, Suite 1000, Atlanta, Georgia 30305, by emailing investors@pgi.com or by calling 1-800-749-9111, extension 8462.

PGi and its directors and officers may be deemed to be participants in the solicitation of proxies from PGi’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed merger. Information about PGi’s directors and executive officers and their ownership of PGi’s common stock is set forth in the proxy statement for PGi’s 2015 Annual Meeting of shareholders, which was filed with the SEC on April 27, 2015. Shareholders may obtain additional information regarding the interests of PGi and its directors and executive officers in the proposed transaction, which may be different than those of PGi’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

EX-99.5

EXHIBIT 99.5

Subject: Transcript of CEO video address to employees

Audience: PGi employees worldwide

Channel: Video hosted in PGi intranet

Hello everyone. Boland here. I’d like to share with you today some exciting news from PGi—news that reflects the beginning of a new chapter in our long and successful history.

Today, PGi entered into an agreement to be acquired by Siris Capital Group, a leading private equity firm specializing in investments in technology companies like ours. Following the completion of this transaction—which is subject to customary closing conditions for this type of transaction—PGi will be wholly owned by Siris and will no longer be a publicly traded company.

This is big news, and I wanted to personally speak to you today to answer a few of the questions I know you all may have.

Let me start out by saying that I could not be prouder of what we’ve accomplished together in these last twenty-plus years. Everything we’ve asked you to do, you’ve executed on. And our on-going results reflect your hard work and dedication.

PGi is a recognized global leader in unified communications and collaboration. We’ve built a world-class base of customers and strategic alliance partners—and a reputation for delivering best-in-class products, services and support. And we built from scratch a software business that is quickly approaching a hundred million dollar run-rate over the last four years. 

Our strategy is working.

Siris approached us because they too recognize our many accomplishments. They believe in our ability to continue to execute on our strategy and further capitalize on the significant growth opportunities in the UC&C market. 

After a thorough evaluation process, our Board of Directors viewed Siris’ proposal as a compelling transaction that enables us to deliver immediate value to our shareholders and continue to deliver substantial benefits to our customers, strategic alliance partners and employees. 

Siris has an unparalleled track record of helping companies just like PGi succeed in their goals. The investment they are making in PGi is a clear endorsement of our strategy and a confirmation of the future potential they see in our company. With their investment—and guidance—we can further refine and accelerate our strategy and deliver even more value to our constituents.

And finally, I’m sure you’re wondering: “What happens now?” The most important thing to keep in mind is that PGi is still PGi. Our name and our brand aren’t going anywhere. For us it's business as usual.  

All of our new products and pending product enhancements will still be released, marketed and sold as planned. All of your hard work turning PGi into the world’s best collaboration company is still as important as ever.

I know you will probably have more questions. You’ve all received an email that contains a link to frequently asked questions that we’ve uploaded to PGiLife. We’re committed to transparency and we will update you regarding this deal as we are able to do so.

In closing, I’d just like to simply say thank you. Thanks to each and every one of you across the globe for your incredible work creating PGi. It may have started with me, but it’s become what it is today because of each of you.

Let's keep doing what we're doing. Let's keep the PGi pride strong. Thank you.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of PGi. In connection with the proposed merger, PGi will prepare a proxy statement to be filed with the SEC on Schedule 14A. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of PGi. PGI’s SHAREHOLDERS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT PGi WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PGi AND THE PROPOSED MERGER. PGi’s shareholders will be able to obtain, without charge, a copy of the preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the proposed merger (when they become available), and any other documents filed by PGi with the SEC from the SEC’s website at www.sec.gov and on PGi’s website at www.pgi.com. PGi’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Premiere Global Services, Inc., c/o Sean O’Brien, 3280 Peachtree Road, NE, The Terminus Building, Suite 1000, Atlanta, Georgia 30305, by emailing investors@pgi.com or by calling 1-800-749-9111, extension 8462.

PGi and its directors and officers may be deemed to be participants in the solicitation of proxies from PGi’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed merger. Information about PGi’s directors and executive officers and their ownership of PGi’s common stock is set forth in the proxy statement for PGi’s 2015 Annual Meeting of shareholders, which was filed with the SEC on April 27, 2015. Shareholders may obtain additional information regarding the interests of PGi and its directors and executive officers in the proposed transaction, which may be different than those of PGi’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

EX-99.6

EXHIBIT 99.6

Subject: FAQ

Audience: PGi employees, customers and partners

Channel: Hosted in PGi intranet

General Questions

Overview:

PGi has entered into an agreement to be acquired by funds managed or advised by Siris Capital Group (“Siris”). When the transaction is complete, PGi will become wholly owned by an affiliate of an investor group led by Siris and will no longer be traded on the New York Stock Exchange. All of the outstanding common stock of PGi will be purchased for $14.00 per share in cash.

Who is Siris?

Siris is a leading private equity firm focused on making control investments in data/telecommunications, technology and technology-enabled business service companies. Siris has extensive experience and a tremendous track record of financial success in acquiring companies with a mix of mature and growth businesses. The firm was founded by Frank Baker, Peter Berger and Jeffrey Hendren. Other companies Siris has recently acquired include Digital River (eCommerce payments and marketing services), Pulse Secure (secure enterprise connectivity solutions, including VPN and network access software), Tekelec (core telecom infrastructure software), Transaction Network Services (“TNS”) (value-added network services for the telecom, payments, and financial services verticals), and Stratus Technologies (fault tolerant and high availability servers).

What are the terms of the transaction?

Funds managed or advised by Siris have agreed to acquire all of the outstanding shares of PGi for $14.00 per share in cash.

Under terms of the merger agreement, PGi is allowed to solicit alternative acquisition proposals for our company from other potential acquirors during a 45-day "go-shop" period; there is no guarantee that a superior proposal will be received, and the merger agreement provides Siris with a customary right to match a superior proposal. Following the go-shop period, PGi will hold a special meeting of shareholders where shareholders will have the opportunity to approve the company’s acquisition by Siris.

What is the premium?

The $14.00 per share price represents a premium of:

· Approximately 23% to the latest closing price of $11.35 on September 10, 2015; and

· Approximately 32% to PGi’s volume-weighted average share price during the 90 days ended September 10, 2015.

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Did PGi’s Board of Directors approve the transaction?

Yes. The Board unanimously approved the merger and recommended that shareholders approve and adopt the merger agreement at the special meeting that will be held to vote on the transaction.

Why does this transaction make sense for PGi?

After a thorough evaluation process, our Board of Directors viewed Siris’ proposal as a compelling transaction that enables us to deliver immediate value to our shareholders and continue to deliver substantial benefits to our customers, strategic alliance partners and employees. 

Siris has an unparalleled track record of helping companies just like PGi succeed in their goals. The investment Siris is making in PGi is a clear endorsement of our strategy and a confirmation of the future potential they see in our company. With their investment—and guidance—we can further refine and accelerate our strategy and deliver even more value to our constituents.

What are the conditions to the transaction?

The transaction is subject to customary closing conditions, including shareholder and regulatory approvals. Siris has secured fully committed debt financing in support of the transaction. As such, the transaction is not subject to any financing condition.

How does this change PGi’s overall business focus and growth strategy?

Siris is committed to the success of PGi, and their investment and support will make it possible for us to hone and accelerate our strategy and deliver more value to our world-class customer base. While we are entering a new chapter of our story, PGi is still PGi. We’re still tracking toward product delivery dates, and we remain focused on delivering best-in-class collaboration solutions and industry-leading service and support.

Will there be changes in executive leadership as a result of the transaction?

There are no organizational changes planned at this time.

Employee Questions

What does it mean to be a private company?

Following completion of the transaction, PGi’s stock will no longer be traded on the public market, or owned by public shareholders. PGi will become a private company, wholly owned by an affiliate of Siris.

What will happen to my stock grant?

Under the merger agreement, employee time-vesting equity awards outstanding immediately prior to the completion of the transaction will immediately vest in full and be cashed out at the $14 per share merger consideration if the transaction closes.

Employee performance-vesting equity awards outstanding immediately prior to the completion of the transaction will vest based upon (i) an assumed achievement of 100% of the performance goals, if the transaction closes during the first half of the applicable performance period, or (ii) the actual level of achievement of the performance goals, measured as of the end of the calendar quarter immediately preceding closing date, if the transaction closes during the second half of the applicable performance period, and any such vested shares will be cashed out at the $14 per share merger consideration if the transaction closes.

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EXHIBIT 99.6

Employee performance-vesting equity awards having individual multi-year performance periods will vest as described above only with respect to those shares that were eligible to vest in the performance year in which the closing date occurs.

Employee performance-vesting equity awards that do not vest pursuant to the foregoing will be forfeited without consideration.

All such payments will be subject to any required tax withholdings. If a new bidder emerges and the board accepts a new offer, terms may change.

Will there be any changes to my 401(k)?

We do not plan on making any any immediate changes to our 401(k) program. However, following the close of the deal, the employer stock portion of the 401(k) program will end, as we will no longer be a public company.

How will our compensation and benefits programs change?

We do not anticipate making any immediate changes to the compensation and benefits available to employees at this time.

After the announcement, what are the next steps in the acquisition?

We have entered a 45-day “go-shop” period, during which we are able to solicit alternative acquisition proposals for our company from other potential acquirors; there is no guarantee a superior proposal will be received and the merger agreement provides Siris with a customary right to match a superior proposal. Following the go-shop period, PGi shareholders will have the opportunity to approve the acquisition by Siris. Once all of the closing conditions are satisfied, the acquisition can be completed.

Will PGi employees become employees of Siris?

You will continue to be employees of PGi.

What should I do if I receive calls from members of the media or members of the investor community?

No employees, other than approved corporate spokespeople, should make comments about the acquisition. If you are contacted by the media, investor, financial analyst or any other outside parties, please direct the inquiry to Sean O’Brien at (404) 262-8462 or sean.obrien@pgi.com.

Will the company name change?

PGi will continue to operate under the same name and brand.

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Will the buyer merge us with another company?

We do not anticipate any consolidation with other Siris investments.

Will I keep my service date?

Yes, your service date will remain the same.

Will company headquarters or other locations move?

We do not have plans to move from our headquarters in Atlanta, GA or to make any other location adjustments at this time.

Will we stop acquiring other companies?

Our M&A program remains a key component of our growth strategy, and we will continue to evaluate companies that can augment and complement our existing portfolio of products and services.

What changes when we're not publicly traded?

We will continue to operate as a public company until the transaction is finalized. Once finalized, PGi will become wholly owned by an affiliate of Siris and will no longer be publicly traded on the New York Stock Exchange or file any annual or periodic reports with the U.S. Securities and Exchange Commission (the “SEC”).

Will we change or eliminate products?

Siris has significant expertise in investing in technology and telecommunications businesses and is committed to helping PGi develop long-term, sustainable competitive advantages. With their investment and guidance, we can further refine and accelerate our strategy and deliver even more value to our constituents.

What about our bonus plans?

There are no immediate plans to adjust bonuses at this time.

Customer/Partner Questions

How does this acquisition impact PGi’s customers and partners?

Meeting the needs of our customers and partners remains our number one priority. PGi’s customers and partners will see no operational impact, account managers and points of contact will remain the same and all current contracts will remain in place with no change in our business agreements.

Will PGi continue to offer the full suite of UC&C offerings?

Yes. PGi is still PGi and our full suite of unified communications and collaboration software and services will continue to be available. We don’t expect to make major changes in the short-term. We’re still tracking toward product delivery dates and are focused on delivering top-notch client service.

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EXHIBIT 99.6

Where can I find more information about the deal?

All relevant materials in connection with the proposed acquisition and any other documents filed by PGi with the SEC are available at the SEC’s website at www.sec.gov.

Forward-Looking Statements

Statements made in this communication, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties, many of which are beyond PGi’s control. Such forward-looking statements are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and are made based on management's current expectations or beliefs as well as assumptions made by, and information currently available to, management. A variety of factors could cause actual results to differ materially from those anticipated in PGi's forward-looking statements, including, but not limited to, the following factors: (i) the risk that the merger may not be consummated in a timely manner, if at all; (ii) the risk that the merger agreement may be terminated in circumstances that require PGi to pay Siris a termination fee; (iii) risks related to the diversion of management’s attention from PGi’s ongoing business operations; (iv) risks regarding the failure of Siris to obtain the necessary financing to complete the merger; (v) the effect of the announcement of the merger on PGi’s business relationships (including, without limitation, customers, strategic alliance partners and suppliers), operating results and business generally; (vi) risks related to satisfying the conditions to the merger, including the failure of PGi’s shareholders to approve the merger, timing (including possible delays) and receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval; (vii) the nature, cost and outcome of any future litigation and other legal proceedings, including any potential proceedings related to the proposed merger, (vii) risks and uncertainties associated with the merger, including the “go-shop” process and that competing acquisition proposals could be made; (ix) and other factors described from time to time in PGi’s press releases, reports and other filings made with the SEC, including but not limited to the "Risk Factors" section of PGi’s Annual Report on Form 10-K for the year ended December 31, 2014. All forward-looking statements attributable to PGi or a person acting on its behalf are expressly qualified in their entirety by these cautionary statements. PGi undertakes no obligation to publicly update or revise these forward looking statements for any reason.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of PGi. In connection with the proposed merger, PGi will prepare a proxy statement to be filed with the SEC on Schedule 14A. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of PGi. PGI’s SHAREHOLDERS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT PGi WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PGi AND THE PROPOSED MERGER. PGi’s shareholders will be able to obtain, without charge, a copy of the preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the proposed merger (when they become available), and any other documents filed by PGi with the SEC from the SEC’s website at www.sec.gov and on PGi’s website at www.pgi.com. PGi’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Premiere Global Services, Inc., c/o Sean O’Brien, 3280 Peachtree Road, NE, The Terminus Building, Suite 1000, Atlanta, Georgia 30305, by emailing investors@pgi.com or by calling 1-800-749-9111, extension 8462.

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PGi and its directors and officers may be deemed to be participants in the solicitation of proxies from PGi’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed merger. Information about PGi’s directors and executive officers and their ownership of PGi’s common stock is set forth in the proxy statement for PGi’s 2015 Annual Meeting of shareholders, which was filed with the SEC on April 27, 2015. Shareholders may obtain additional information regarding the interests of PGi and its directors and executive officers in the proposed transaction, which may be different than those of PGi’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

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