<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 1996
REGISTRATION NO. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
PREMIERE TECHNOLOGIES, 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 NO.)
3399 PEACHTREE ROAD, N.E., THE LENOX BUILDING, SUITE 400, ATLANTA, GEORGIA 30326
(404) 237-2911
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PREMIERE TECHNOLOGIES, INC.
STOCK PURCHASE WARRANT AGREEMENTS
WARRANT TRANSACTION STATEMENTS
--------------------------
BOLAND T. JONES
CHAIRMAN OF THE BOARD OF DIRECTORS AND PRESIDENT
PREMIERE TECHNOLOGIES, INC.
3399 PEACHTREE ROAD, N.E.
THE LENOX BUILDING, SUITE 400
ATLANTA, GEORGIA 30326
(404) 237-2911
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
JEFFREY A. ALLRED, ESQ.
ALSTON & BIRD
1201 WEST PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309-3424
(404) 881-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 541,944 $21.3125 $11,550,181.50 $3,983
par value
====================================================================================================================
</TABLE>
(1) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment and antidilution
provisions of the Stock Purchase Warrant Agreements.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high and
low prices of the Registrant's Common Stock on August 29, 1996, as reported
by the National Association of Securities Dealers automated quotation
system.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Premiere Technologies, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement as of their respective
dates:
(a) The Company's form of Prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933 with the Commission on March 6, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, filed with the Commission on May 15, 1996.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996, filed with the Commission on August 14, 1996.
(d) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed February 14, 1996, and Form 8-A/A
filed February 29, 1996, as amended by various reports and other documents
filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act").
All documents filed by the Company pursuant to Sections 13, 14 and 15(d) of
the Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
The legality of issuance of the securities being registered hereby has been
passed upon by the law firm of Alston & Bird, counsel for the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Georgia Business Corporation Code permits a corporation to eliminate or
limit the personal liability of a director to the corporation or its
II-2
<PAGE>
shareholders for monetary damages for breach of duty of care or other duty as a
director, provided that no provision shall eliminate or limit the liability of a
director: (i) for an appropriation, in violation of his duties, of any business
opportunity of the corporation; (ii) for acts or omissions which involve knowing
or intentional misconduct or a knowing violation of law; (iii) for unlawful
corporate distributions; or (iv) for any transaction from which the director
received an improper personal benefit. This provision pertains only to breaches
of duty by directors in their capacity as directors (and not in any other
corporate capacity, such as officers) and limits liability only for breaches of
fiduciary duties under Georgia corporate law (and not for violation of other
laws, such as the federal securities laws). The Company's Articles of
Incorporation (the "Articles") exonerate the Company's directors from monetary
liability to the extent permitted by this statutory provision.
In addition to such rights as may be provided by law, the Company's Bylaws
provide broad indemnification rights to the Company's directors and such
officers, employees and agents as may be selected by such directors, with
respect to various civil and criminal liabilities and losses which may be
incurred by such director, officer, agent or employee pursuant to any pending or
threatened litigation or other proceedings, except that such indemnification
does not apply in the same situations described above with respect to the
exculpation from liability of the Company's directors. The Company is also
obligated to reimburse such directors and other parties for expenses, including
legal fees, court costs and expert witness fees, incurred by such person in
defending against any such liabilities and losses, as long as such person in
good faith believes that he or she acted in accordance with the applicable
standard of conduct with respect to the underlying accusations giving rise to
such liabilities or losses and agrees to repay to the Company any advances made
under the Bylaws. Any amendment or other modification to the Bylaws which
limits or otherwise adversely affects the rights to indemnification currently
provided therein shall apply only to proceedings based upon actions and events
occurring after such amendment and delivery of notice thereof to the indemnified
parties. Such amendments can only be made upon the affirmative vote of (i) the
holders of at least 75% of the shares entitled to vote to alter, amend or repeal
the provisions of the Bylaws or (ii) a majority of the Board of Directors
present at the meeting at which the vote is held.
The Company has entered into separate indemnification agreements with each
of its directors and certain of its officers and employees, whereby the Company
agreed, among other things, to provide for indemnification and advancement of
expenses in a manner and subject to terms and conditions similar to those set
forth in the Bylaws. These agreements may not be abrogated by action of the
shareholders. There is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Company as to which
indemnification is being sought, nor is the Company aware of any pending or
threatened litigation that may result in claims for indemnification by any
director, employee or other agent.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
II-3
<PAGE>
ITEM 8. EXHIBITS.
--------
Exhibit
Number
- ------
4.1 Articles of Incorporation of the Company./(1)/
4.2 Amended and Restated Bylaws of the Company./(1)/
4.3 Form of Stock Purchase Warrant Agreement.
4.4 Form of Warrant Transaction Statement.
5.1 Opinion of Alston & Bird, counsel to the Registrant, as to legality of
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Alston & Bird (included as part of Exhibit 5.1).
24.1 Power of Attorney (contained on signature page of this filing).
- --------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (No. 33-80547).
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) Not applicable.
(ii) Not applicable.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
II-4
<PAGE>
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 August 30, 1996.
Premiere Technologies, Inc.
By: /s/ Boland T. Jones
------------------------------
Boland T. Jones
Chairman of the Board and
President
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 on August 30,
1996, in the capacities and on the dates indicated.
Signature Title Date
- --------------------------- ---------------------------------- ---------------
/s/ Boland T. Jones Chairman of the Board and August 30, 1996
- --------------------------- President (principal executive
Boland T. Jones officer)
/s/ D. Gregory Smith Executive Vice President and August 30, 1996
- --------------------------- Director
D. Gregory Smith
II-6
<PAGE>
Signature Title Date
- --------------------------- ---------------------------------- ---------------
/s/ Patrick G. Jones Senior Vice President of Finance August 30, 1996
- --------------------------- and Legal, Treasurer and
Patrick G. Jones Secretary (principal financial
and accounting officer)
/s/ George W. Baker, Sr. Director August 30, 1996
- ---------------------------
George W. Baker, Sr.
/s/ Eduard J. Mayer Director August 30, 1996
- ---------------------------
Eduard J. Mayer
/s/ Robert A. Jetmundsen Director August 30, 1996
- ---------------------------
Robert A. Jetmundsen
II-7
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER EXHIBIT PAGE NO.
- --------- ---------------------------------------- ----------
4.1 Articles of Incorporation of the Company./(1)/
4.2 Amended and Restated Bylaws of the Company./(1)/
4.3 Form of Stock Purchase Warrant Agreement.
4.4 Form of Warrant Transaction Statement.
5.1 Opinion of Alston & Bird, counsel to the Registrant,
as to legality of securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Alston & Bird (included as part of
Exhibit 5.1).
24.1 Power of Attorney (contained on signature page
of this filing).
- -----------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (No. 22-80547).
II-8
<PAGE>
EXHIBIT 4.3
STOCK PURCHASE WARRANT
THIS STOCK PURCHASE WARRANT (hereinafter referred to as the "Agreement") is
made and entered into as of the ____ day of ______________, 19__, by and between
PREMIERE TECHNOLOGIES, INC., a Georgia corporation (hereinafter referred to as
the "Corporation"), and _______________________ (hereinafter referred to as the
"Optionee").
W I T N E S S E T H:
WHEREAS, the Optionee is the _______________________ of the Corporation;
and
WHEREAS, the Board has granted to the Optionee warrants to purchase shares
of the Corporation's no par value common stock (the "Common Stock"), upon the
terms and conditions herein contained;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
and covenants hereinafter set forth, and of other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. GRANT OF WARRANT. Subject to the terms and conditions of this
Agreement, the Corporation hereby grants to the Optionee the right (the
"Warrant") to purchase (___) shares of Common Stock (the "Warrant Shares").
2. EXERCISE PRICE. The purchase price (the "Exercise Price") for each
Warrant Share shall be _____________________ Dollars ($_________).
3. EXERCISE OF WARRANT.
(a) To the extent that the Warrant has become and remains exercisable it
may be exercised by the Optionee delivering to-the Corporation a written notice
of exercise signed by the Optionee, in substantially the form attached hereto as
EXHIBIT A (a "Notice of Exercise"), together with a check payable to the
Corporation in the amount of the total purchase price for the Warrant Shares to
be purchased pursuant to the Notice of Exercise.
(b) The Warrant shall become exercisable with respect to all of the Warrant
Shares on ________________________.
(c) The Optionee may exercise the Warrant for less than the full number of
Warrant Shares, but such exercise shall not be made at any one time for less
than ten percent (10%) of the total number of Warrant Shares specified in
Section I hereof, and no fractional shares of Common Stock shall be issued.
Subject to the other restrictions on exercise set forth herein, the unexercised
portion of the exercisable Warrant may be exercised at a later date by the
Optionee,
<PAGE>
and the 10 percent requirement shall not apply to any exercise of the
Warrant if all remaining Warrant Shares are being purchased.
(d) To the extent the Warrant has become exercisable pursuant to subsection
(b) or (c) of this Section 3, but has not been exercised (the "Unexercised
Warrant"), the Corporation shall have the right to demand that the Optionee
exercise all or part of the Unexercised Warrant by giving the Optionee written
notice thereof (a "Demand Notice"). If the Optionee does not exercise the
Warrant to the extent demanded in the Demand Notice within such 30-day period,
the Unexercised Warrant, to the extent it is not exercised, shall be canceled as
of the expiration of such 30-day period.
(e) Within thirty (30) days after the exercise of the Warrant as herein
provided, the Corporation shall deliver to the Optionee a certificate or
certificates for the total Warrant Shares being purchased, in such names and
denominations as are requested by the Optionee.
(f) The Corporation covenants and agrees that all Warrant Shares which may
be issued upon exercise of the Warrant shall, upon issuance and payment
therefor, be legally and validly issued and outstanding, fully paid and
nonassessable, and free from all liens, claims and encumbrances, except
restrictions imposed by applicable securities laws, the Corporation's Articles
of Incorporation and/or this Agreement. The Corporation shall at all times
reserve and keep available for issuance upon the exercise of the Warrant such
number of authorized but unissued shares of Common Stock as will be sufficient
to permit the exercise in full of the Warrant.
4. TERM OF WARRANT.
(a) The term of the Warrant shall continue in effect until the first to
occur of the followings (i) the date on which the Warrant has been fully
exercised, and/or canceled pursuant to Section 3(e) hereof, with respect to all
of the Warrant Shares -- or (iii) __________________.
(b) In the event of the Optionee's death, the Warrant may be exercised
hereunder by the Optionee's personal representative, legatees, or heirs at law,
as the case may be, and in the case of the Optionee's mental incompetence, by
his legal guardian, or if none has been appointed, by his duly authorized
attorney-in-fact.
5. CONSENT TO TRANSFER. This Agreement, the Warrant and all rights
hereunder are nontransferable and nonassignable by the Optionee, other than by
the last will and testament of the Optionee or the laws of descent and
distribution, unless the Corporation consents thereto in writing. Any transfer
or attempted transfer except pursuant to the preceding sentence shall be null
and void and of no effect whatsoever.
6. ADJUSTMENTS.
(a) If, prior to the termination of the Warrant as provided in Section 4(a)
hereof
-2-
<PAGE>
(i) The number of outstanding shares of Common Stock is increased by a
stock split, stock dividend, or other similar event, the Exercise Price
shall be proportionately reduced and the number of Warrant Shares that have
not theretofore been purchased by the Optionee shall be proportionately
increased.
(ii) The number of outstanding shares of Common Stock is decreased by
a combination or reclassification of shares, or other similar event, the
Exercise Price shall be proportionately increased and the number of Warrant
Shares that have not theretofore been purchased by the Optionee shall be
proportionately reduced.
If any adjustment under this Section 6(a) would create a fractional share of
Common Stock or a right to acquire a fractional share of Common Stock, such
fractional share shall be disregarded and the number of Warrant Shares subject
to the Warrant shall be the next higher number of shares.
(b) If, prior to the termination of the Warrant as provided in Section 4(a)
hereof, there shall be any merger, consolidation, exchange of shares,
recapitalization, reorganization, or other similar event, as a result of which
shares of Common Stock shall be changed into the same or a different number of
shares of the same or another class or classes of stock or securities of the
Corporation or another entity, then the Optionee shall thereafter have the right
to purchase and receive upon the basis and upon the terms and conditions
specified IN this Agreement and in lieu of the Warrant Shares immediately
theretofore purchasable and receivable upon the exercise of the Warrant, such
shares of stock and/or securities as may be issued or payable with respect to or
in exchange for the number of Warrant Shares immediately theretofore purchasable
and receivable upon the exercise of the Warrant had such merger, consolidation,
exchange of shares, recapitalization or reorganization not taken place, and in
any such case appropriate provisions shall be made with respect to the rights
and interests of the Optionee to the end that the provisions hereof (including,
without limitation, provisions for adjustment of the Exercise Price and of the
number of shares purchasable upon the exercise of the Warrant) shall thereafter
be applicable, as nearly as may be practicable in relation to any shares of
stock or securities thereafter deliverable upon the exercise hereof The
Corporation shall not effect any transaction described in this subsection (b)
unless the resulting successor or acquiring entity (if not the Corporation)
assumes by written instrument the obligation to deliver to the Optionee such
shares of stock and/or securities as, in accordance with the foregoing
provisions, the Optionee may be entitled to purchase. The foregoing
notwithstanding, in the event of a merger or consolidation in which the
Corporation is not the surviving entity, if the Corporation concludes that it
will be unable to satisfy the conditions of this subsection (b) without a
material adverse effect on the terms of such proposed transaction, then the
Corporation shall have the option, prior to or contemporaneously with the
closing of such merger or consolidation, to purchase the Warrant from the
Optionee at its then fair value, determined with regard to both the spread
between the Exercise Price and the value of the consideration to be received in
the transaction and the remaining term of the Warrant. The Corporation and the
Optionee shall agree on such fair value or, in the event they are unable to
agree, shall submit the question of fair value to an investment banking firm to
be selected by the Corporation, with the cost of such investment banking firm to
be paid by the Corporation.
-3-
<PAGE>
7. INVESTMENT REPRESENTATION. As a condition to the issuance of Warrant
Shares hereunder, the Optionee shall represent to the Corporation that the
Warrant Shares he will acquire pursuant to such exercise are being purchased for
his own account for investment purposes only and not with a present view to
resale or a distribution thereof, unless the Corporation receives an opinion of
counsel acceptable to the Corporation that such a representation is not required
under the Act or any state securities laws. The Optionee acknowledges that he
has no right to require the Corporation or any other person or entity to (a)
register under the Act or any state securities law any shares of Common Stock
issued upon exercise of the Warrant, or (b) satisfy the conditions of Rule 144
of the Securities and Exchange Commission or any other rule or provision with
respect to the public sale of such Common Stock.
8. NO RIGHTS AS A STOCKHOLDER. The Optionee shall not have any interest
in or stockholder rights with respect to any shares of Common Stock which are
subject to the Warrant until such shares have been issued and delivered to the
Optionee in accordance with this Agreement.
9. TAXES. As a condition to the issuance of Warrant Shares hereunder, the
Corporation may withhold, or require the Optionee to pay or reimburse the
Corporation for, any taxes which the Corporation determines are required to be
withheld under federal, state or local law in connection with the exercise of
the Warrant.
10. HEIRS AND SUCCESSORS. This Agreement and all terms and conditions
hereof shall be binding upon the Corporation and its successors and assigns, and
upon the Optionee and his heirs, legatees and legal representatives.
11. GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Georgia.
12. NOTICES. All notices, requests and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given and received when delivered in person, when delivered by overnight
delivery service, or three (3) business days after being mailed by registered or
certified mail, postage prepaid, return receipt requested, to the following
addresses (or to such other address as one party may from time to time designate
in writing to the other party hereto):
If to the Corporation: Premiere Technologies, Inc.
3399 Peachtree Road
The Lenox Building
Suite 400
Atlanta, GA 30326
Attn: President
-4-
<PAGE>
If to the Optionee: __________________________
__________________________
__________________________
__________________________
13. SEVERABILITY. The provisions of this Agreement, and of each separate
section and subsection, are severable, and if any one or more provisions may be
determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions, and any unenforceable provision to the extent enforceable,
shall nevertheless be binding and enforceable.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer, and the Optionee has executed this
Agreement, as of the date first set forth above.
PREMIERE TECHNOLOGIES, INC.
By: _______________________
President
OPTIONEE:
___________________________
[Name]
-5-
<PAGE>
EXHIBIT 4.4
Premiere Technologies, Inc.
Transaction Statement
__________, 19__
This Transaction Statement confirms that __________ is the registered owner (the
"Registered Owner") of __________ (_____) PREMIERE TECHNOLOGIES, INC. common
stock purchase warrants each having the following terms:
A. BASIC TERMS. The Registered Owner of a common stock purchase warrant (the
"Warrant") will be entitled to purchase one (1) fully paid non-assessable share
of Premiere Technologies, Inc. voting common stock at a price of __________
Dollars ($_____), as adjusted (the "Exercise Price"). The Registered Owner may
exercise the purchase right by delivering to Premiere Technologies, Inc. (the
"Company") a check payable to the Company in the amount of the Exercise Price
and an instrument of transfer which is in a form reasonably satisfactory to the
Company and executed by the Registered Owner or an authorized agent of the
Registered Owner. The Warrant must be exercised in full. As soon as
practicable after exercise of the purchase right by the Registered Owner, the
Company will deliver or cause to be delivered to the Registered Owner
certificates or a certificate representing the number of fully paid and non-
assessable shares of voting common stock of the Company purchased. The Company
will issue fractional shares as necessary shares rounded up to the nearest one
eighth of a share. The Registered Owner will be deemed a shareholder of record
as of the date of exercise. The Company will at all times reserve and keep
available sufficient authorized voting common stock for the exercise or
conversion of all warrants, options and other securities it issues.
B. EXPIRATION. The Warrant will be exercisable at any time prior to 11:59 P.M.
__________ time on __________, 19__.
C. REGISTERED OWNER. The Registered Owner will be the person whose name
appears from time to time on the records of the Company as the owner of the
Warrant. The Company will be entitled to treat the Registered Owner as the
absolute owner of the Warrant for all purposes of the Warrant. No transfer of
the Warrant will be valid unless and until the Company is presented with an
instrument of transfer, in a form satisfactory to the Company and executed by
the Registered Owner or the authorized agent of the Registered Owner, and the
transfer is recorded by the Company. The Registered Owner will not be entitled
to any of the rights of a shareholder of the Company by virtue of owning the
Warrant.
D. ADJUSTMENTS.
(I) STOCK DIVIDENDS AND STOCK SPLITS. If after the date of this Transaction
Statement the number of outstanding shares of the Company common stock is
increased by a stock dividend payable in shares of the Company's common stock or
by a split-up of shares of the common stock, then, on the day following the date
fixed for determination of holders of common stock entitled to receive the stock
<PAGE>
dividend or split-up, the number of shares issuable upon exercise of the Warrant
will be increased in proportion to the increase in the number of outstanding
shares and the Exercise Price will be correspondingly decreased.
(II) COMBINATION OR RECLASSIFICATION. If after the date of this Transaction
Statement the number of outstanding shares of the Company's common stock is
decreased by a combination or reclassification of shares of common stock, then,
on the day after the effective date of the combination or reclassification, the
number of shares issuable upon exercise of the Warrant will be decreased in
proportion to the decrease in the number of outstanding shares and the Exercise
Price will be correspondingly increased.
(III) REORGANIZATION. If after the date of this Transaction Statement the
Company effects any capital reorganization or reclassification of its common
stock, or a consolidation or merger with another corporation, or the sale or
other transfer of substantially all of its assets to another person or entity,
then, as a condition to such transaction, the Company will make fair and lawful
provision whereby the Registered Owner will have the right to purchase at the
Exercise Price, in lieu of voting common stock of the Company, such shares of
stock, securities, or assets as may be issued or payable with respect to or in
exchange for a number of outstanding shares of the Company's voting common stock
equal to the number of shares of the Company's voting common stock which the
Registered Owner would be entitled to purchase at the applicable Exercise Price
as of the effective date of such transaction. The Company will not effect any
such transaction unless the resulting successor or purchasing entity (if not the
Company) assumes by written instrument the obligation to deliver the applicable
shares of stock, securities, or assets in accordance with the foregoing
provision.
(IV) NOTICE OF ADJUSTMENTS. Within ten (10) days after its board of directors
approves of an event which is likely to cause an adjustment to the Exercise
Price, the Company will deliver written notice to the Registered Owner setting
forth in reasonable detail the facts of the event and the expected calculation
of the adjustment.
_____________________________________
Boland T. Jones, Chief Executive Officer
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF ALSTON & BIRD APPEARS HERE]
Premiere Technologies, Inc.
3399 Peachtree Road, N.E.
The Lenox Building, Suite 400
Atlanta, Georgia 30326
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Premiere Technologies, Inc. (the "Company")
in connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
the offering of up to 541,944 shares of the Company's Common Stock, $.01 par
value per share (the "Shares"), which may be issued by the Company pursuant to
certain Stock Purchase Warrant Agreements and Warrant Transaction Statements.
This opinion is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
Regulation S-K. In connection therewith, we have examined such corporate
records, certificates of public officials and other documents and records as we
have considered necessary or proper for the purpose of this opinion.
This opinion is limited by and is in accordance with, the January 1, 1992
edition of the Interpretive Standards Applicable to Legal Opinions to Third
Parties in Corporate Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia.
Based upon the foregoing, and having regard to legal considerations which
we deem relevant, it is our opinion that the Shares covered by the Registration
Statement, will, when issued and delivered, be legally issued, fully paid and
nonassessable.
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 in the Registration Statement.
Sincerely,
ALSTON & BIRD
By: /s/ Jeffrey A. Allred
--------------------------
Jeffrey A. Allred
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8, related to the Stock
Purchase Warrant Agreements of Premiere Technologies, Inc. and Subsidiary, of
our report dated February 1, 1996 on the financial statements of Premiere
Technologies, Inc. and Subsidiary included in Premiere Technologies, Inc.'s form
of Prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933 on
March 6, 1996 for the year ended December 31, 1995 and to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
August 30, 1996
