<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 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) 262-8400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PREMIERE TECHNOLOGIES, INC.
DIRECTOR STOCK PURCHASE WARRANTS
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND INCENTIVE OPTION AGREEMENTS
AMENDED AND RESTATED EMPLOYMENT AND INCENTIVE STOCK OPTION AGREEMENT
1995 STOCK PLAN
-----------------------
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) 262-8400
(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(2)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 5,787,240 $23.75 $137,446,950 $41,651
par value
========================================================================================================================
</TABLE>
(1) Pursuant to General Instruction E to Form S-8, consists of 5,787,240
additional shares of the Registrant's Common Stock that may be issued
pursuant to certain Director Stock Purchase Warrants, Amended and Restated
Executive Employment and Incentive Option Agreement and Amended and
Restated Employment and Incentive Option Agreements and pursuant to the 1995
Stock Plan (collectively, the "Plans"), and any additional shares that may
hereafter become issuable as a result of the adjustment and antidilution
provisions of the Plans pursuant to Rule 416(a).
(2) Estimated solely for the purpose of calculating the registration fee
relating to the registration of the 5,787,240 additional shares of the
Registrant's Common Stock 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
December 4, 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.
Pursuant to General Instruction E to Form S-8, the Registrant incorporates
by reference herein the Registrant's Registration Statement on Form S-8
(No. 333-11281) filed with the Securities and Exchange Commission on
September 3, 1996.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER
- ------
4.1 Articles of Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1
(No. 33-80547)).
4.2 Amended and Restated Bylaws of the Registrant (incorporated by reference
to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
(No.33-80547)).
4.3 Form of Director Stock Option Warrant.
4.4 Amended and Restated Employment and Incentive Option Agreement dated
November 6, 1995 by and between the Registrant and Leonard A. DeNittis
(incorporated by reference to Exhibit 10.13 to the Registrant's
Registration Statement on Form S-1 (No. 33-80547)).
4.5 Amended and Restated Executive Employment and Incentive Option Agreement
dated November 6, 1995 by and between the Registrant and David Gregory
Smith (incorporated by reference to Exhibit 10.15 to the Registrant's
Registration Statement on Form S-1 (No. 33-80547)).
4.6 Amended and Restated Executive Employment and Incentive Option Agreement
dated November 6, 1995 by and between the Registrant and Boland T. Jones
(incorporated by reference to Exhibit 10.17 to the Registrant's
Registration Statement on Form S-1 (No. 33-80547)).
4.7 Premiere Technologies, Inc. 1995 Stock Plan (incorporated by reference to
Exhibit 10.29 to the Registrant's Registration Statement on Form S-1
(No.33-80547)).
II-1
<PAGE>
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.
- ------------------
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this post-effective amendment to its registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on December 10, 1996.
Premiere Technologies, Inc.
By: /s/ Boland T. Jones
------------------------------
Boland T. Jones
Chairman of the Board and
President
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to its registration statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------- ------------------------------ ----------------
<S> <C> <C>
/s/ Boland T. Jones Chairman of the Board and December 10, 1996
- --------------------------- President (principal
Boland T. Jones executive officer)
/s/ D. Gregory Smith Executive Vice President December 10, 1996
- --------------------------- and Director
D. Gregory Smith
/s/ Patrick G. Jones Senior Vice President of December 10, 1996
- --------------------------- Finance and Legal and
Patrick G. Jones Secretary (principal
financial and
accounting officer)
/s/ George W. Baker, Sr. Director December 10, 1996
- ---------------------------
George W. Baker, Sr.
/s/ Eduard J. Mayer Director December 10, 1996
- ---------------------------
Eduard J. Mayer
/s/ Robert A. Jetmundsen Director December 10, 1996
- ---------------------------
Robert A. Jetmundsen
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER
- ------
4.1 Articles of Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1
(No.33-80547)).
4.2 Amended and Restated Bylaws of the Registrant (incorporated by reference
to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
(No. 33-80547)).
4.3 Form of Director Stock Purchase Warrant.
4.4 Amended and Restated Employment and Incentive Option Agreement dated
November 6, 1995 by and between the Registrant and Leonard A. DeNittis
(incorporated by reference to Exhibit 10.13 to the Registrant's
Registration Statement on Form S-1 (No. 33-80547)).
4.5 Amended and Restated Executive Employment and Incentive Option Agreement
dated November 6, 1995 by and between the Registrant and David Gregory
Smith (incorporated by reference to Exhibit 10.15 to the Registrant's
Registration Statement on Form S-1 (No. 33-80547)).
4.6 Amended and Restated Executive Employment and Incentive Option Agreement
dated November 6, 1995 by and between the Registrant and Boland T. Jones
(incorporated by reference to Exhibit 10.17 to the Registrant's
Registration Statement on Form S-1 (No. 33-80547)).
4.7 Premiere Technologies, Inc. 1995 Stock Plan (incorporated by reference to
Exhibit 10.29 to the Registrant's Registration Statement on Form S-1
(No.33-80547)).
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.
- -------------------
(1) Previously filed with the Registrant's Registration Statement on Form S-8
(No. 333-11281) filed on September 3, 1996.
II-4
<PAGE>
Exhibit 4.3
DIRECTOR STOCK PURCHASE WARRANT
THIS DIRECTOR STOCK PURCHASE WARRANT (hereinafter referred to as the
"Agreement") is made and entered into as of the ___ day of _______, 199_, by and
between PREMIERE TECHNOLOGIES, INC., a Florida corporation (hereinafter referred
to as the "Corporation"), and (hereinafter referred to as the "Director").
W I T N E S S E T H:
WHEREAS, the Director is a member of the Board of Directors of the
Corporation (the "Board"); and
WHEREAS, in recognition of services rendered and to be rendered by the
Director as a member of the Board, the Board has granted to the Director
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 Director the right (the "Warrant") to
purchase One Thousand (1,000) 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 Director delivering to the Corporation a written notice
of exercise signed by the Director, 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.
<PAGE>
(b) The Warrant shall become exercisable with respect to all of the
Warrant Shares on , provided that the Director is a member of the
Board on such date.
(c) The foregoing notwithstanding, the Director shall have the right to
exercise the Warrant with respect to all of the Warrant Shares in the event that
the Corporation, prior to , (i) completes a public offering of
shares of Common Stock or of securities convertible into or exchangeable for
shares of Common Stock, pursuant to a registration statement filed with, and
declared effective by, the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), or (ii) there is a "significant
change in ownership" of the Corporation. For purposes of this subsection (c), a
"significant change in ownership" of the Corporation shall be deemed to have
occurred if more than thirty-five percent (35%) of the Corporation's outstanding
shares of Common Stock, or the equivalent in voting power of any class or
classes of outstanding securities of the Corporation entitled to vote in the
election of directors, shall be acquired by any corporation, partnership or
other entity, person or group, whether acting individually or in concert, who
were not shareholders of the Corporation as of .
(d) The Director 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 1 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
Director, and the 10 percent requirement shall not apply to any exercise of the
Warrant if all remaining Warrant Shares are being purchased.
(e) 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
Director exercise all or part of the Unexercised Warrant by giving the Director
written notice thereof (a "Demand Notice"). If the Director 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.
-2-
<PAGE>
(f) Within thirty (30) days after the exercise of the Warrant as herein
provided, the Corporation shall deliver to the Director a certificate or
certificates for the total Warrant Shares being purchased, in such names and
denominations as are requested by the Director.
(g) Neither the Warrant nor the Warrant Shares have been registered under
the Act, or under the securities laws of any state. Each certificate
representing Warrant Shares issued upon the exercise of the Warrant shall bear
the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH
APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD
THERETO, OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL
ACCEPTABLE TO THE CORPORATION THAT REGISTRATION UNDER THE ACT OR SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH
PROPOSED SALE, PLEDGE OR TRANSFER.
The Director and the Corporation agree to execute such documents and instruments
as counsel for the Corporation reasonably deems necessary to ensure that the
granting of the Warrant and the issuance of any shares upon the exercise thereof
will be in compliance with applicable federal and state securities laws.
(h) 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 following: (i) the first date (the "Board Termination Date") on
which the Director is no longer a member of the Board, if that occurs prior to
__________________; (ii) the date on which the Warrant has been fully exercised,
and/or
<PAGE>
canceled pursuant to Section 3(e) hereof, with respect to all of the Warrant
Shares; or (iii) .
(b) In the event of the Director's death, the Warrant may be exercised
hereunder by the Director's personal representative, legatees, or heirs at law,
as the case may be, and in the case of the Director'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 Director, other than by
the last will and testament of the Director 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:
(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 Director 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 Director 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 other class or classes of stock or securities of
the Corporation or another entity, then the Director shall thereafter have the
right to purchase and receive upon the basis and upon the terms and conditions
specified in this
-4-
<PAGE>
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 Director 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 the subsection (b) unless the
resulting successor or acquiring entity (if not the Corporation) assumes by
written instrument the obligation to deliver to the Director such shares of
stock and/or securities as, in accordance with the foregoing provisions, the
Director 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 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 Director at its then fair value, determined with
regard to both the spread between the Exercise Price and value of the
consideration to be received in the transaction and the remaining term of the
Warrant. The Corporation and the Director 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.
7. INVESTMENT REPRESENTATION. As a condition to the issuance of Warrant
Shares hereunder, the Director 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 Director 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.
-5-
<PAGE>
8. NO BOARD RIGHT. Neither this Agreement nor the Warrant shall give rise
to any entitlement to the Director to continue to serve as a member of the
Board.
9. NO RIGHTS AS A STOCKHOLDER. The Director 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
Director in accordance with this Agreement.
10. TAXES. As a condition to the issuance of Warrant Shares hereunder, the
Corporation may withhold, or require the Director 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.
11. 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 Director and his heirs, legatees and representatives.
12. GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Georgia.
13. 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
If to the Director: ____________________________
____________________________
____________________________
____________________________
14. 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
-6-
<PAGE>
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 Director has executed this
Agreement, as of the date first set forth above.
PREMIERE TECHNOLOGIES, INC.
By: /s/
-----------------------------------
President
DIRECTOR:
/s/
---------------------------------------
[Name]
-7-
<PAGE>
Exhibit 5.1
[LETTERHEAD OF ALSTON & BIRD APPEARS HERE]
December 10,1996
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 5,787,240 shares of the Company's common stock, $.01 par
value per share (the "Common Stock") that may be issued pursuant to certain
Director Stock Purchase Warrants, Amended and Restated Executive Employment and
Incentive Option Agreements and Amended and Restated Employment and Incentive
Option Agreement, and pursuant to the Company's 1995 Stock Plan (collectively,
the "Shares"). 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>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our reports dated February 1, 1996 included in Premiere
Technologies, Inc.'s Form S-1(No. 33-80547) and Premiere Technologies, Inc.'s
Form 8-K dated November 8, 1996 incorporated by reference in this registration
statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
December 10, 1996
