PGI

 

UNITED STATES

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): December 3, 2015

 

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.)
3280 Peachtree Road, NE, Suite 1000, Atlanta, Georgia	30305
(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 5.07

Submission of Matters to a Vote of Security Holders.

 

A special meeting of the shareholders (the “Special Meeting”) of Premiere Global Services, Inc. (the “Company”) was held on December 3, 2015. A total of 34,718,533 shares, or approximately 74.3% of the common stock issued and outstanding as of the record date of October 22, 2015, was represented at the Special Meeting in person or by proxy, which constituted a quorum. A summary of the voting results for each of the following proposals, each of which is described in detail in the Company’s proxy statement dated October 26, 2015, which was first mailed to the Company’s shareholders on or about October 27, 2015, is set forth below:

 

 

1.

Approval of the Merger Agreement

 

The Company’s shareholders approved the Agreement and Plan of Merger, dated as of September 10, 2015 (the “Merger Agreement”), by and among the Company, Pangea Private Holdings II, LLC, a Delaware limited liability company (“Parent”), and Pangea Merger Sub Inc., a Georgia corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, and the Company will become a direct wholly owned subsidiary of Parent. The following are the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions” and “Broker Non-Votes”:

 

For	Against	Abstain	Broker Non-Votes
33,579,815	73,125	1,065,593	___

 

 

2.

Adjournment of the Special Meeting

 

Because a quorum was present at the Special Meeting and there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement, the vote on the proposal to approve the adjournment of the Special Meeting if necessary to solicit additional proxies if there had not been sufficient votes to approve the Merger Agreement was not called.

 

 

3.

Advisory Vote on Merger-Related Executive Compensation

 

The Company’s shareholders, on a non-binding, advisory basis, approved the compensation that will or may become payable by the Company to its named executive officers in connection with the merger. The following are the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions” and “Broker Non-Votes”:

 

For	Against	Abstain	Broker Non-Votes
23,871,159	9,494,228	1,353,146	___

 

  

Item 8.01.

Other Events.

 

On December 3, 2015, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated December 3, 2015.

  

 

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: December 3, 2015	By:	/s/ L. Scott Askins
		L. Scott Askins
		Executive Vice President – Legal,
		General Counsel and Secretary

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release, dated December 3, 2015.

 

Exhibit 99.1

 

 

 

Media & Investor Contact:

Sean O'Brien

(404) 262-8462

sean.obrien@pgi.com

 

PGi Shareholders Approve Acquisition by Siris Capital Group

 

ATLANTA – December 3, 2015 – Premiere Global Services, Inc. (“PGi”) (NYSE: PGI), the world's largest dedicated provider of collaboration software and services, today announced that PGi shareholders approved the acquisition of PGi by funds managed or advised by Siris Capital Group, LLC (“Siris”), which was previously announced on September 10, 2015. Of the total number of shares voted, 96.7% voted in favor of the transaction. Additionally, PGi shareholders approved the proposed compensation that will or may become payable to the Company’s named executive officers in connection with the merger.

 

The transaction, which is expected to close in the fourth quarter of 2015, remains subject to certain customary closing conditions.

 

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 approximately 50,000 businesses grow faster and operate more efficiently. To learn more, visit us at www.pgi.com.

 

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 our 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: relevant risks and uncertainties relating to the proposed transaction with Siris, including (i) the risk that the merger agreement may be terminated in circumstances that require PGi to pay Siris a termination fee; (ii) risks related to the diversion of management’s attention from PGi’s ongoing business operations; (iii) risks regarding the failure of Siris to obtain the necessary financing to complete the merger; (iv) the effect of the merger on PGi’s business relationships (including, without limitation, customers, strategic alliance partners and suppliers), operating results and business generally; (v) risks related to satisfying the conditions to the merger; and (vi) the nature, cost and outcome of any legal proceedings related to the proposed mergerand other factors described from time to time in our press releases, reports and other filings made with the Securities and Exchange Commission, including but not limited to the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2014. All forward-looking statements attributable to us or a person acting on our behalf are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to publicly update or revise these forward-looking statements for any reason.