PREMIERE GLOBAL SERVICES, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-12-08: Form 8-K; Period of report 2015-12-08; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2015-12-03: Form 8-K; Period of report 2015-12-03; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2015-11-25: Form 8-K; Period of report 2015-11-20; Description 8.01 Other Events; Details 8.01.
- 2015-11-12: Form 8-K; Period of report 2015-11-10; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-12-08 | 8-K | 2015-12-08 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 In connection with the Merger, on December 8, 2015, the Company repaid all of the outstanding obligations in respect of principal, interest and fees under the Credit Agreement dated as of May 10, 2010, as amended, among American Teleconferencing Services, Ltd., as a borrower, the Company and certain subsidiaries and affiliates of the borrower, as guarantors, the lenders party thereto, Bank of America, N.A., as administrative agent and collateral agent, JP Morgan Chase Bank, N.A. and RBS Citizens, National Association, as co-syndication agents, and Wells Fargo Bank, National Association, as documentation agent (the “Credit Agreement”), and terminated all applicable commitments under the Credit Agreement. 2.01 The Introductory Note to this Current Report on Form 8-K is incorporated herein by reference. 3.01 On the Closing Date, in connection with the consummation of the Merger, the Company notified The New York Stock Exchange (the “NYSE”) that the Merger had been consummated, and requested that the trading of shares of Company Stock on the NYSE be suspended prior to market open on December 9, 2015 and that the listing of the shares of Company Stock on the NYSE be withdrawn. 3.03 As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, all issued and outstanding shares of Company Stock (other than shares owned by Parent, Merger Sub, the Company or any direct or indirect Subsidiary of the Company) were automatically cancelled and converted into the right to receive the Merger Consideration. 5.01 As a result of the Merger, a change in control of the Company occurred, and the Company is now a direct wholly owned subsidiary of Parent. 5.02 In connection with the consummation of the Merger, effective as of the Effective Time, each of the following members of the Company’s Board of Directors (the “Board”) resigned from the Board: Boland T. Jones, John R. Harris, John F. Cassidy, K. Robert Draughon, W. Steven Jones, Raymond H. Pirtle, Jr. and J. Walker Smith, Jr. These resignations were not a result of any disagreements between the Company and the current directors on any matter relating to the Company’s operations, policies or practices. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Amended and Restated Articles of Incorporation, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Second Amended and Restated Certificate of Incorporation”). 8.01 Also as previously disclosed, on November 10, 2015, a putative class action lawsuit relating to the Merger was filed in the United States District Court for the Northern District of Georgia. | d66737d8k.htm |
| 2015-12-03 | 8-K | 2015-12-03 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 A special meeting of the shareholders (the “Special Meeting”) of Premiere Global Services, Inc. (the “Company”) was held on December 3, 2015. 8.01 On December 3, 2015, the Company issued a press release announcing the results of the Special Meeting. | v426134_8k.htm |
| 2015-11-25 | 8-K | 2015-11-20 | 8.01 Other Events | 8.01 As previously announced, on September 10, 2015, Premiere Global Services, Inc., a Georgia corporation (the “Company” or “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 the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). | d10504d8k.htm |
| 2015-11-12 | 8-K | 2015-11-10 | 8.01 Other Events | 8.01 As previously announced, on September 10, 2015, Premiere Global Services, Inc., a Georgia corporation (the “Company” or “PGi”), entered into an Agreement and Plan of Merger 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 the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). | d84058d8k.htm |
| 2015-10-29 | 8-K | 2015-10-29 | 2.02 Results of Operations and Financial Condition | 2.02 On October 29, 2015, Premiere Global Services, Inc., or PGi, issued a press release reporting its financial results for the quarter ended September 30, 2015. | v423228_8k.htm |
| 2015-09-11 | 8-K | 2015-09-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | e66014-8k.htm |
| 2015-09-10 | 8-K | 2015-09-10 | 8.01 Other Events | 8.01 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”). | v420104_8k.htm |
| 2015-07-30 | 8-K | 2015-07-30 | 2.02 Results of Operations and Financial Condition | 2.02 On July 30, 2015, Premiere Global Services, Inc., or PGi, issued a press release reporting its financial results for the quarter ended June 30, 2015. | v416582_8k.htm |
| 2015-07-13 | 8-K | 2015-07-13 | 2.02 Results of Operations and Financial Condition | 2.02 On July 13, 2015, Premiere Global Services, Inc., or PGi, issued a press release regarding its preliminary second quarter 2015 financial results. | v415389_8k.htm |
| 2015-06-17 | 8-K | 2015-06-17 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the 2015 annual meeting of shareholders of Premiere Global Services, Inc. held on June 17, 2015, our shareholders: (1) elected all of our nominees for director; (2) approved the advisory vote on executive compensation; and (3) ratified the appointment of KPMG LLP as our independent registered accounting firm for the year ending December 31, 2015. | e64729_8k.htm |
| 2015-04-23 | 8-K | 2015-04-23 | 2.02 Results of Operations and Financial Condition | 2.02 On April 23, 2015, Premiere Global Services, Inc., or PGi, issued a press release reporting its financial results for the quarter ended March 31, 2015. | v408122_8k.htm |
| 2015-04-21 | 8-K | 2015-04-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) On April 21, 2015, the board of directors of Premiere Global Services, Inc., or PGi, expanded the size of the board from six to seven members and unanimously voted to appoint John F. Cassidy to fill the vacancy on our board created by the untimely death of Wilkie S. Colyer in November 2014. | v407812_8k.htm |
| 2015-04-02 | 8-K | 2014-03-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The performance-based and time-based LTI awards were granted pursuant to our LTI annual program initially implemented by our compensation committee in March 2013. | e63567-8k.htm |
| 2015-02-17 | 8-K | 2015-02-17 | 2.02 Results of Operations and Financial Condition | 2.02 On February 17, 2015, Premiere Global Services, Inc., or PGi, issued a press release reporting its financial results for the quarter and year ended December 31, 2014. | v401970_8k.htm |
| 2015-02-05 | 8-K | 2015-02-05 | 7.01 Regulation FD Disclosure | 7.01 On February 5, 2015, in connection with issuing a press release for the announcement of the acquisition of Modality Systems Limited, Premiere Global Services, Inc., or PGi, updated its financial outlook for 2015. | v400539_8k.htm |
| 2015-01-22 | 8-K | 2015-01-22 | 2.02 Results of Operations and Financial Condition | 2.02 On January 22, 2015, Premiere Global Services, Inc., or PGi, issued a press release regarding its preliminary fourth quarter 2014 financial results. | v399275_8k.htm |
| 2015-01-20 | 8-K | 2015-01-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 20, 2015, the compensation committee of the board of directors of Premiere Global Services, Inc., or PGi, approved the performance criteria for annual and quarterly incentive bonus awards for 2015 for our named executive officers: Boland T. Jones, our Chief Executive Officer; Theodore P. Schrafft, our President; David E. Trine, our Chief Financial Officer; and David M. Guthrie, our Chief Technology Officer. | e62352_8k.htm |