<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
PREMIERE TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
GEORGIA 4899 59-3074176
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
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)
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)
----------
COPY TO:
JEFFREY A. ALLRED, ESQ.
L. SCOTT ASKINS, ESQ.
ALSTON & BIRD LLP
1201 WEST PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309-3424
(404) 881-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are being
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value.. 2,500,000 $23.50 $58,750,000 $17,804
==================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low
prices of the Registrant's Common Stock on April 17, 1997, as reported
by the National Association of Securities Dealers automated quotation
system.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE>
+-----------------------------------------------------------------------------+
|INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A |
|REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE |
|SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY|
|OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT |
|BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR |
|THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE |
|SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE |
|UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF |
|ANY SUCH STATE. |
+-----------------------------------------------------------------------------+
PROSPECTUS SUBJECT TO COMPLETION
_____________, 1997
2,500,000 SHARES
PREMIERE TECHNOLOGIES, INC.
COMMON STOCK
This Prospectus relates to 2,500,000 shares (the "Shares") of
common stock, $.01 par value per share (the "Common Stock"), of Premiere
Technologies, Inc. ("Premiere" or the "Company"), which may be issued by
the Company and offered for sale from time to time in connection with
future acquisitions of the assets or securities of complementary
businesses or properties in such amounts, at such prices and on such
terms to be determined at the time of offering. No period of time has
been fixed within which the Shares may be offered or sold.
The consideration for acquisitions may consist of shares of
Common Stock, cash, assumptions of liabilities or a combination thereof
as determined by negotiations between the Company's representatives and
the owners or controlling persons of the business or properties to be
acquired. Factors taken into account in acquisitions include the quality
and reputation of the management, potential earning power, cash flow and
growth potential of the businesses or properties to be acquired, market
value of the Common Stock and other relevant factors. In addition, the
Company may lease property from and enter into employment, management,
consultant and noncompetition agreements with former owners and key
executive personnel of the businesses to be acquired. The Company's
management anticipates that the Shares issued in any acquisition will be
valued at a price reasonably related to the market price of the Common
Stock, reported as of one or more times during the period beginning on
the date the terms of the acquisition are agreed upon and ending on the
date the Shares are issued and delivered.
This Prospectus may only be used in connection with the
issuance of Common Stock in connection with the acquisitions of
businesses or properties in business combination transactions that would
be exempt from registration but for the possibility of integration with
other transactions. This Prospectus will be furnished to security
holders of the businesses or properties to be acquired.
If an acquisition has a material financial effect upon the
Company, a Current Report on Form 8-K will be filed subsequent to the
acquisition containing financial and other information about the
acquisition that would be material to subsequent acquirors of the Shares
offered hereby, including pro forma financial information for the Company
and historical financial information for the company being acquired. A
Current Report on Form 8-K will also be filed when an acquisition does
not have a per se material effect upon the Company, but if aggregated
with other acquisitions since the date of the Company's most recent
audited financial statements, would have such a material effect as set
forth in Rule 3-05 under Regulation S-X promulgated by the Securities and
Exchange Commission (the "Commission"). If the issuance of Common Stock
in connection with an acquisition would not be exempt from registration
even if integration is not taken into account, then offerees of the
Common Stock in such an acquisition will be furnished with copies of this
Prospectus, as amended by a supplement to this Prospectus (a "Prospectus
Supplement") or a post-effective amendment (a "Post-Effective Amendment")
to the Registration Statement on Form S-4 of which this Prospectus is a
part.
All expenses of this offering will be paid by the Company. No
underwriting discounts or commissions will be paid in connection with the
issuance of Shares by the Company in business combination transactions,
although finder's fees may be paid with respect to specific acquisitions.
Any person receiving a finder's fee may be deemed to be an underwriter
with the meaning of Section 2(11) of the Securities Act of 1933, as
amended (the "Securities Act").
This Prospectus may not be used in connection with reoffers and
resales by persons who receive Shares covered by this Prospectus (the
"Selling Shareholders") and who may be deemed to be underwriters within
the meaning of Section 2(11) of the Securities Act unless accompanied by
a Prospectus Supplement or Post-Effective Amendment, if required, naming
such persons as Selling Shareholders and providing other information.
Resales or reoffers by Selling Shareholders may only be made pursuant to
Rule 145(d) under the Securities Act or an exemption from registration
under the Securities Act.
The Common Stock is traded on the Nasdaq National Market under
the symbol "PTEK." On April 21, 1997, the last reported sale price for
the Common Stock on the Nasdaq National Market was $ 23.125 per share.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 8 OF THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS _______________, 1997.
<PAGE>
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THE COMPANY WILL PROVIDE
WITHOUT CHARGE A COPY OF ANY SUCH DOCUMENTS (OTHER THAN EXHIBITS
THERETO) UPON WRITTEN OR ORAL REQUEST DIRECTED TO PATRICK G. JONES,
SENIOR VICE PRESIDENT OF FINANCE AND LEGAL, PREMIERE TECHNOLOGIES,
INC., 3399 PEACHTREE ROAD, N.E., THE LENOX BUILDING, SUITE 400,
ATLANTA, GEORGIA 30326, (404) 262-8400. IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE AT LEAST FIVE
BUSINESS DAYS PRIOR TO THE DATE BY WHICH FINAL ACTION IS TO BE TAKEN
WITH RESPECT TO A PROPOSED ACQUISITION BY THE COMPANY INVOLVING THE
ISSUANCE OF SECURITIES COVERED BY THIS PROSPECTUS.
AVAILABLE INFORMATION
The Company is subject to the reporting and informational
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Commission. Such reports,
proxy statements and other information filed by the Company pursuant to
the Exchange Act may be inspected and copied at the principal office of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and should be available at the regional office
of the Commission at 7 World Trade Center, Suite 1300, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material may also
be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a site on the World Wide Web (the "Web") at
http://www.sec.gov that contains reports, proxy statements and other
information regarding registrants that file electronically with the
Commission. Reports, proxy statements and other information concerning
the Company may also be inspected and copied at the Public Reference
Section of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of a Registration Statement on
Form S-4 (together with any amendments thereto, the "Registration
Statement"), which has been filed by the Company with the Commission
under the Securities Act. This Prospectus omits certain information
contained in the Registration Statement and reference is hereby made to
the Registration Statement and exhibits thereto for further information
with respect to the Company and the securities to which this Prospectus
relates. Statements contained in this Prospectus concerning the
provisions of certain documents filed as exhibits to the Registration
Statement are necessarily brief descriptions thereof, and are not
necessarily complete, and each such statement is qualified in its
entirety by reference to the full text of such document.
No person has been authorized to give any information or to make
any representation other than those contained in this Prospectus and,
if given or made, such information or representation should not be
relied upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor any distribution of the securities to
which this Prospectus relates shall, under any circumstances, create
any implication that there has been no change in the affairs of the
Company or any of its subsidiaries since the date hereof or that the
information contained herein is correct as of any time subsequent to
its date. This Prospectus does not constitute an offer to sell or an
solicitation of an offer to purchase any securities other than the
securities to which it relates or an offer to sell or a solicitation of
an offer to purchase securities offered by this Prospectus in any
jurisdiction in which such an offer or solicitation is not lawful.
-2-
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents previously filed by the Company (File No.
0-2778) with the Commission under Section 13(a) or 15(d) of the
Exchange Act are hereby incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
(b) The Company's Current Report on Form 8-K dated April 2,
1997.
(c) The description of the Company's Common Stock set forth in
the Company's Registration Statement on Form 8-A dated
February 14, 1996, and any amendment or report filed for the
purpose of updating any such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the date an acquisition is consummated are
hereby incorporated by reference in this Prospectus and shall be deemed
to be a part hereof from the date of filing of such documents.
Any statement contained herein, in any amendment or supplement
hereto or in a document incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for
purposes of the Registration Statement and this Prospectus to the
extent that a statement contained herein, in any amendment or
supplement hereto or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein, modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of the Registration Statement, this Prospectus or any
amendment or supplement thereto.
The Company will provide without charge, to each person to whom
this Prospectus is delivered, a copy of any of the other above-
referenced documents (other than exhibits thereto) upon written or oral
request directed to Patrick G. Jones, Senior Vice President of Finance
and Legal, Premiere Technologies, Inc., 3399 Peachtree Road, N.E., The
Lenox Building, Suite 400, Atlanta, Georgia 30326, (404) 262-8400.
FORWARD-LOOKING STATEMENTS
The Company may from time to time make written or oral forward-
looking statements, including statements contained in the Company's
filings with the Commission and its reports to shareholders. This
Prospectus contains and incorporates by reference certain statements,
other than those concerning historical information, that should be
considered forward-looking and subject to various risks and
uncertainties. Such forward-looking statements are made based on
management's belief as well as assumptions made by, and information
currently available to, management pursuant to "safe harbor" provisions
of the Private Securities Corporation Reform Act of 1995. The
Company's actual results may differ materially from the results
anticipated in these forward-looking statements due to, among other
things, factors set forth in this Prospectus under the heading "Risk
Factors," and in particular, the risks associated with acquisitions,
including, without limitation, the risks that acquisitions do not close
and the cost or difficulties related to the integration of the acquired
businesses. The Company cautions that such factors are not exclusive.
The Company does not undertake to update any forward-looking statement
that may be made from time to time by, or on behalf of, the Company.
-3-
<PAGE>
THE COMPANY
GENERAL
The Company is a network-based computer telephony company
specializing in the integration of information and telecommunications
services. The Company delivers its services through its advanced
computer telephony platform, which is accessible from, and provides
access to, a variety of devices, including the telephone, fax machine,
pager and computer. The platform is modular and scalable, with an
open-systems design which allows the Company to quickly customize its
services to meet the needs of its subscribers and business partners and
to easily expand system capacity.
The Company's growth to date has been based primarily upon the
sale of Premiere WorldLink Communications Services in both the retail
and wholesale markets. WorldLink services include worldwide long
distance calling, voice mail, fax mail, text-to-voice e-mail,
conference calling, financial news, headline news, sports updates,
weather reports, active message notification, travel and concierge
services, electronic banking and bill payment and "call connect"
services. These services have catered primarily to the mobile business
traveler and have been marketed and offered through communications
cards. The Company intends to expand its markets through the
development and implementation of its new Orchestrate/SM/ product and
network-based call center technology.
The Company's September 1996 acquisition of TeleT Communications
LLC ("TeleT"), an Internet-based technology development company, made
possible the development of Orchestrate/SM/, which the Company believes
will be the first network-based product to fully integrate the
functionality of telephones and computers. Orchestrate/SM/ will allow
subscribers to control their communications through either a computer
or telephone, according to their own preferences independent of how a
communication was originally sent. As currently designed,
Orchestrate/SM/ functions will include messaging, conference calling,
information services and a personal home page on the Web, which
subscribers will be able to utilize without the purchase of any special
software or hardware. Premiere intends to launch and implement its
Orchestrate/SM/ product during 1997.
Premiere intends to implement its network-based call center
technology in 1997, beginning with NationsBanc Services, Inc.
("NationsBanc Services"), an affiliate of NationsBank Corporation, the
nation's fourth largest banking company. This technology will allow
Premiere to streamline and enhance call processing and distributing for
financial institutions and other large corporations.
Individuals may subscribe to Premiere's WorldLink services through
direct distribution channels or through one of Premiere's co-branded or
licensing relationships. In addition, Premiere has formed strategic
relationships with companies such as DeltaTel, Inc., a subsidiary of
Delta Airlines, Inc., WorldCom, Inc. ("WorldCom") and CompuServe
Incorporated ("CompuServe") in order to market and expand its services.
Premiere has developed an advanced electronic billing and
information system ("EBIS"), which enables Premiere to monitor and bill
transactions based on a variety of parameters. Individual usage
thresholds can be established for each subscriber and fees can be
electronically charged to the subscriber's credit card or bank account.
The EBIS allows Premiere to speed receipt of funds, monitor spending
and fraud controls on a real-time basis and minimize the number of
personnel involved in billing and collection functions.
The Company's principal executive offices are located at 3399
Peachtree Road, N.E., The Lenox Building, Suite 400, Atlanta, Georgia
30326, and its telephone number is (404) 262-8400.
-4-
<PAGE>
THE PREMIERE STRATEGY
Premiere's goal is to be the leading network-based computer
telephony company specializing in the integration of
telecommunications and information services. Premiere's strategy for
achieving that goal includes the following key elements:
Build Subscriber Base. Premiere seeks to increase the
number of subscribers to its services and to retain its
subscribers by capitalizing on existing and creating new strategic
marketing relationships, exploiting its other distribution
channels, expanding the range of services available on its
platform, maintaining an attractive pricing strategy for its
services and providing superior customer service. Premiere
emphasizes retaining existing subscribers in order to provide
Premiere with a recurring revenue base.
Develop Additional Services. Premiere intends to launch and
implement its Orchestrate/SM/ product and call center technology
in 1997 and to continue developing additional functions and
features on its platform. Premiere believes that relationships
with its existing and future strategic partners will assist it in
developing new services. Premiere intends to make available to
its general subscriber base the services it develops in connection
with certain of these strategic partners.
Develop Local Access Capability. Premiere believes that its
pending acquisitions of Voice-Tel (as hereinafter defined) (See
"-Recent Developments") and the launch and implementation of
Orchestrate/SM/ will place Premiere in a position to begin
providing local access to its services, which should result in
Premiere's services being used more on a daily basis by
subscribers, whether they are at home, in the office or traveling.
Orchestrate/SM/ is designed to be a time-saving tool for
controlling all of a user's daily communications. Premiere
believes that offering local access at a low flat rate to its
subscribers will be important in developing the market for the
Orchestrate/SM/ package and the individual Orchestrate/SM/ service
components.
Enter into Strategic Relationships. Premiere believes that
its relationships with strategic partners will continue to be
important in building Premiere's subscriber base. Each strategic
partner brings to Premiere an existing base of prospective users
of Premiere's services. Premiere has sought and established
strategic relationships with parties whose customers are likely to
be extensive users of Premiere's services.
Expand Internationally. Premiere believes that there is a
large international market for its services. Premiere currently
has subscribers in more than 100 countries, and its platform
currently communicates with subscribers in 10 languages. In 1996,
Premiere opened a data and switching center in London, England.
This data center has allowed Premiere to reduce the transmission
costs associated with system access from many European locations
and to more effectively pursue long term strategic relationships
with European partners. Premiere intends to continue its
international expansion activities in 1997.
Continue Investment in Computer Telephony Platform.
Premiere has developed its platform to be modular and scalable,
with an open systems design and readily available hardware
components, thereby allowing its subscriber base and network
traffic to grow without significant upgrades or changes to
existing platform hardware.
Continue Investment in EBIS. Premiere has designed the
EBIS to automate real-time monitoring and billing of subscriber
transactions. Premiere believes that the EBIS reduces overhead
requirements by automating the billing process and enhances cash
flow by expediting payment. Premiere also believes that the EBIS
reduces exposure to credit risks, since it establishes
predetermined spending limits for each subscriber, requires a
valid credit card or bank account from each subscriber before
commencing service and bills usage charges directly to the
-5-
<PAGE>
credit card or bank account of each subscriber. The Company plans
to continue its investment in development and support of the EBIS.
RECENT DEVELOPMENTS
On April 2, 1997, the Company entered into definitive agreements
to acquire, in separate transactions, Voice-Tel Enterprises, Inc.
("VTE"), VTN, Inc., the general partner of Voice-Tel Network Limited
Partnership ("VTNLP"), the limited partner interests in VTNLP owned by
Merchandising Productions, Inc. (collectively, "Voice-Tel") and certain
independently operated franchisees of VTE ("Franchisees"). Voice-Tel
provides, directly and through independently operated franchisees,
locally accessed interactive digital voice messaging services through
over 200 service centers in the United States, Canada, Australia and
New Zealand. Voice-Tel owns and operates a digital frame relay network
that connects and provides message transmission capabilities to the
local voice messaging centers.
Premiere believes that the acquisitions of Voice-Tel and the
Franchisees will enhance the Company's historical distribution channels
by allowing the Company to offer a local access product. While the
Company's measured 800 access products have appealed primarily to a
mobile customer base, the Company believes that a local access product
will appeal to a broader customer base and is particularly important to
the marketing of the Company's new Orchestrate/SM/ product. In
addition to the advantages of interconnected local access, Premiere's
acquisitions of Voice-Tel and the Franchisees provide the Company with
a significant direct sales force, an expanded customer base and cross
marketing opportunities.
The following table sets forth the key markets in which VTE and
the Franchisees, subject to definitive acquisition agreements, are
operating:
<TABLE>
<CAPTION>
COMPANY NAME KEY MARKETS
- ------------ -----------
<S> <C>
Voice-Tel Enterprises, Inc. Chicago, IL
Richmond and Norfolk,VA
Washington, DC
Australia
New Zealand
Communication Concepts, Inc. Boston, MA
Voice-Tel of Canada Canada
DMG, Inc. and VTG, Inc. Dallas, TX
Houston, TX
Voice-Net Communications
Systems, Inc. and affiliate New York, NY
Premier Business Services, Inc. Greensboro-Winston-
Salem-High Point, NC
Raleigh-Durham, NC
In-Flow Services, Corp. Portland, OR
Penta Group, Inc. and Scepter Anchorage, AK
Communications, Inc. Seattle, WA
In-Touch Technologies, Inc. San Francisco, CA
Hi-Pak Systems, Inc. and
affiliate Detroit, MI
Dowd Enterprises, Inc. Columbus, OH
VT of Ohio, Inc. Cleveland, OH
Voice Tel of San Jose San Jose, CA
Pandree, Inc. Atlanta, GA
Shamlin, Inc. Denver, CO
Voice-Tel of Jacksonville, Inc. Jacksonville, FL
Continuum, Inc. Lexington, KY
Louisville, KY
D & K Communications Corporation Memphis, TN
</TABLE>
-6-
<PAGE>
VTM, Inc. Minneapolis, MN
Sands Communications, Inc. and Phoenix, AZ
affiliates Los Angeles, CA
Albuquerque, NM
SDVT, Inc. San Diego, CA
VoiceServ, Inc. and affiliate Westport, CT
The agreements relating to the acquisition of VTE and VTN, Inc.
provide for the acquisition to be accounted for on a pooling-of-interests
accounting basis for an aggregate of approximately $23 million of the
Company's Common Stock. The agreements relating to the acquisitions of
the Franchisees provide generally for the acquisitions to be accounted for
on a pooling-of-interests accounting basis. The purchase price of the
Franchisees will be determined based on a multiple of either the Franchisee's
revenues or normalized earnings before taxes, depreciation and amortization for
1996, plus the amount of cash and minus the amount of funded indebtedness on the
Franchisee's closing date balance sheet. In all agreements, the number of shares
of Common Stock to be delivered to satisfy the purchase price will be determined
based on the average of the daily closing prices of the Common Stock as reported
on the Nasdaq National Market for a period prior to closing, although no further
adjustments will be made to the extent the average closing price is less than
$22.50 or more than $30.50. The acquisition agreement relating to the purchase
of the limited partner interest in VTNLP provides for a cash purchase of that
interest for $9.2 million. The agreements relating to the proposed acquisitions
of Voice-Tel and the Franchisees are subject to various closing conditions, but,
with the exception of the closing of VTE, VTN, Inc. and the limited partner
interests in VTNLP, the acquisitions are not conditioned on the closing of any
other acquisition. Because of the conditions to closing, consummation of any or
all of the acquisitions cannot be assured.
When the acquisitions of Voice-Tel and the Franchisees are
consummated, the Company will file with the Commission a Current Report on Form
8-K (the "Form 8-K") containing historical financial information on Voice-Tel
and certain of the Franchisees and pro forma financial information on the
Company, as required by Regulation S-X promulgated by the Commission. When
filed, the information in the Form 8-K shall be incorporated by reference in
this Prospectus and shall be deemed to be a part hereof from the date of filing.
Unless the Voice-Tel transactions are abandoned, no sales will be made under
this Prospectus until such Form 8-K is filed.
The Company plans to acquire the remaining franchisees of Voice-
Tel, if it can reach agreement with the franchised entities and their
owners. In connection with such potential acquisitions, the Company
plans to utilize its Common Stock as acquisition consideration, if possible,
and may utilize this Prospectus to effect such acquisitions.
-7-
<PAGE>
RISK FACTORS
Ability to Manage Growth; Acquisition Risks. The Company has
experienced substantial growth in recent years. This growth has placed
significant demands on all aspects of the Company's business, including
its administrative, technical and financial personnel and systems.
Additional expansion by the Company may further strain the Company's
management, financial and other resources. There can be no assurance
that the Company's systems, procedures, controls and existing space
will be adequate to support expansion of the Company's operations. The
Company's future operating results will substantially depend on the
ability of its officers and key employees to manage changing business
conditions and to implement and improve its technical, administrative,
financial control and reporting systems. If the Company is unable to
respond to and manage changing business conditions, then the quality of
the Company's services, its ability to retain key personnel and its
results of operations could be materially adversely affected. At
certain stages of growth in network usage, the Company is required to
add capacity to its computer telephony platform and its digital central
office switch, thus requiring the Company continuously to attempt to
predict growth in its network usage and add capacity to its switch
accordingly. Difficulties in managing continued growth, including
difficulties in predicting the growth in network usage, could have a
material adverse effect on the Company. The Company has grown, and
intends to grow, in substantial part through acquisitions of
complementary services, products, technologies or businesses. The
Company acquired substantially all of the assets and business
operations of TeleT in September 1996. There can be no assurance that
the Company will be able to successfully integrate TeleT's products,
technologies, operations, personnel or business, or that once
integrated TeleT's operations will achieve comparable levels of
revenue, profitability or productivity as the Company's operations
existing at the time of the acquisition or otherwise perform as
expected. On April 2, 1997, the Company announced that it had entered
into definitive agreements to acquire, in separate transactions, Voice-
Tel and certain Franchisees. There can be no assurance that the
Company's acquisitions of Voice-Tel or any Franchisees will be
completed. Acquisitions may result in potentially dilutive issuances
of equity securities, the incurrence of additional debt, the write-off
of software development costs and the amortization of expenses related
to goodwill and other intangible assets, all of which could have a
material adverse effect on the Company's business, operating results or
financial condition. Acquisitions also involve numerous additional
risks, including difficulties in the assimilation of the operations,
services, products and personnel of the acquired company, the diversion
of management's attention from other business concerns, entering
markets in which the Company has little or no direct prior experience
and the potential loss of key employees of the acquired company. The
Company is unable to predict whether or when any prospective
acquisition candidate will become available or the likelihood that any
acquisition will be completed.
Factors Affecting Operating Results; Seasonality; Potential
Fluctuations in Quarterly Results. The Company's operating results
have varied significantly in the past and may vary significantly in the
future. Special factors that may cause the Company's future operating
results to vary include the unique nature of strategic relationships
into which the Company may enter in the future, changes in operating
expenses resulting from such strategic relationships and other factors,
the continued acceptance of the Company's licensing program, the
financial performance of the Company's licensees, the timing of new
service announcements, market acceptance of new and enhanced versions
of the Company's services, potential acquisitions, changes in
legislation and regulation that may affect the competitive environment
for the Company's communications services and general economic and
seasonal factors.
In the future, revenues from the Company's strategic relationships
may become an increasingly significant portion of the Company's total
revenues. Due to the unique nature of each strategic relationship,
these relationships may change the Company's mix of expenses relative
to revenues.
Quarterly revenues are difficult to forecast because the market
for the Company's information and telecommunications services is
rapidly evolving. The Company's expense levels are based, in part, on
its expectations as to future revenues. If revenue levels are below
expectations, the Company may be unable or unwilling to reduce expenses
proportionately and operating results would likely be adversely
affected.
-8-
<PAGE>
As a result, the Company believes that period-to-period comparisons of
its results of operations are not necessarily meaningful and should not
be relied upon as indications of future performance. Due to all of the
foregoing factors, it is likely that in some future quarter the
Company's operating results will be below the expectations of public
market analysts and investors. In such event, the market price of the
Company's Common Stock will likely be adversely affected.
Intense Competition. The information and telecommunications
services industries are intensely competitive, rapidly evolving and
subject to rapid technological change. The Company expects competition
to increase in the future. Many of the Company's current and potential
competitors have longer operating histories, greater name recognition,
larger customer bases and substantially greater financial, personnel,
marketing, engineering, technical and other resources than the Company.
Such competition could materially adversely affect the Company's
business, operating results or financial condition.
The Company attempts to differentiate itself from its competitors
by offering an integrated suite of information and telecommunications
services. Other providers currently offer each of the individual
services and certain combinations of the services offered by the
Company. The Company's worldwide long distance services and features
such as conference calling compete with services provided by companies
such as AT&T Corp. ("AT&T"), MCI Communications Corporation ("MCI") and
Sprint Corporation ("Sprint"), as well as smaller interexchange long
distance providers. The Company's voice mail services compete with
voice mail services provided by certain regional Bell operating
companies ("RBOCs") as well as by independent voice mail vendors such
as Octel Communications Corporation ("Octel"). The Company's enhanced
travel services, concierge services, news services and electronic mail
services are competing with services provided by America Online,
Prodigy and numerous Internet service providers. When implemented, the
Company's Orchestrate/SM/ product will compete with companies such as
Octel, Microsoft Corp. ("Microsoft"), Novell, Inc. and Lucent
Technologies, Inc. ("Lucent"). The Company's call center technology
will compete with companies such as AT&T, MCI and Lucent. The Company
expects that other parties will develop and implement information and
telecommunications service platforms similar to its platform, thereby
increasing competition for the Company's services.
In addition, on February 8, 1996, President Clinton signed into
law the Telecommunications Act of 1996, as amended, (the "1996 Act")
that will allow local exchange carriers, including the RBOCs, to
provide inter-LATA long distance telephone service, which will likely
significantly increase competition for long distance services. The new
legislation also grants the Federal Communications Commission (the
"FCC") the authority to deregulate other aspects of the
telecommunications industry, which in the future may, if authorized by
the FCC, facilitate the offering of an integrated suite of information
and telecommunications services by regulated entities, including the
RBOCs, in competition with the Company. Such increased competition
could have a material adverse effect on the Company's business,
operating results or financial condition.
Telecommunication companies compete for consumers based on price,
with major long distance carriers conducting extensive advertising
campaigns to capture market share. There can be no assurance that a
decrease in the rates charged for communications services by the major
long distance carriers or other competitors, whether caused by general
competitive pressures or the entry of the RBOCs and other local
exchange carriers into the long distance market, would not have a
material adverse effect on the Company's business, operating results or
financial condition.
The Company expects that the information and telecommunications
services markets will continue to attract new competitors and new
technologies, possibly including alternative technologies that are more
sophisticated and cost effective than the Company's technology. The
Company does not have the contractual right to prevent its subscribers
from changing to a competing network, and the Company's subscribers may
generally terminate their service with the Company at will.
-9-
<PAGE>
Technological Change; Dependence on New Services. The computer
telephony market is characterized by rapid technological change,
frequent new product introductions and evolving industry standards.
The Company's future success will depend in significant part on its
ability to anticipate industry standards, continue to apply advances in
technologies, enhance its current services, develop and introduce new
services on a timely basis, enhance its software and its computer
telephony platform and successfully compete with products and services
based on evolving or new technology. The Company expects new products
and services, and enhancements to existing products and services, to be
developed and introduced which will compete with the services offered
by the Company. Among the new and evolving technologies that the
Company expects to compete for the services offered by the Company are
notebook computers equipped with sound cards, fax modems and cellular
modems, portable Internet appliances which would allow connection to
the Internet over wireless networks and personal digital assistants
with enhanced communications features. The Company is also aware that
products currently exist which allow text-to-voice e-mail conversion
and provide "meet me" services, and that several communications
companies are developing or have developed services that would compete
with the Company's proposed "follow me" service by allowing users to
have a single telephone number for all of their communications devices.
The Company currently intends to introduce and market new and enhanced
services in 1997, including Orchestrate/SM/ and network-based call
center technology. Development of these services will require the
implementation of new technologies and the integration of these
technologies into the Company's platform. There can be no assurance
that the Company will be successful in developing and marketing service
enhancements or new services that respond to these or other
technological changes or evolving industry standards, that the Company
will not experience difficulties that could delay or prevent the
successful development, introduction and marketing of its services, or
that its new services and the enhancements thereto, will adequately
meet the requirements of the marketplace and achieve market acceptance.
Delays in the introduction of new services, the inability of the
Company to develop such new services or the failure of such services to
achieve market acceptance could have a material adverse effect on the
Company's business, operating results or financial condition.
Uncertainty of Strategic Relationships. A principal element of
the Company's strategy is the creation and maintenance of strategic
relationships that will enable the Company to offer its services to a
larger customer base than the Company could otherwise reach through its
direct marketing efforts. The Company has experienced growth in its
existing strategic relationships during 1996, and has entered into or
initiated new strategic relationships with several companies, including
WorldCom, CompuServe Interactive (United Kingdom), MobileComm, a wholly
owned subsidiary of MobileMedia Corporation, and Paging Network, Inc.
Although the Company intends to continue to expand its direct marketing
channels, the Company believes that strategic partner relationships may
offer a potentially more effective and efficient marketing channel.
Consequently, the Company's success depends in part on the ultimate
success of these relationships and on the ability of these strategic
partners to effectively market the Company's services. Failure of one
or more of the Company's strategic partners to successfully develop and
sustain a market for the Company's services, or the termination of one
or more of the Company's relationships with a strategic partner, could
have a material adverse effect on the Company's overall performance due
to the possibility of more costly direct marketing expenditures by the
Company and other factors.
In November 1996 the Company entered into a strategic alliance
agreement with WorldCom, the fourth largest long-distance carrier in
the United States, in which WorldCom is required, among other things,
to provide the Company with the right of first opportunity to provide
enhanced computer telephony services for a period of at least 25 years.
In connection with this agreement, the Company issued to WorldCom
2,050,000 shares of common stock valued at approximately $25.2 million
(based on an independent appraisal) and paid WorldCom $4.7 million in
cash. The Company recorded the value of this agreement as an
intangible asset. While the Company believes that the intangible asset
will be recovered over the life of the agreement, this recoverability
is dependent upon the success of the strategic relationship. The
Company will continually evaluate the realizability of the intangible
asset recorded.
-10-
<PAGE>
Although the Company views its strategic relationships as a key
factor in its overall business strategy and in the development and
commercialization of its services, there can be no assurance that its
strategic partners view their relationships with the Company as
significant for their own businesses or that they will not reassess
their commitment to the Company in the future. The Company's
arrangements with its strategic partners do not always establish
minimum performance requirements for the Company's strategic partners,
but instead rely on the voluntary efforts of these partners in pursuing
joint goals. Certain of these arrangements prevent the Company from
entering into strategic relationships with other companies in the same
industry as the Company's strategic partners, either for specified
periods of time or while the arrangements remain in force. In addition,
even when the Company is without contractual restriction, it may be
restrained by business considerations from pursuing alternative
arrangements. The ability of the Company's strategic partners to
incorporate the Company's services into successful commercial ventures
will require the Company, among other things, to continue to
successfully enhance its existing services and develop new services.
The Company's inability to meet the requirements of its strategic
partners or to comply with the terms of its strategic partner
arrangements could result in its strategic partners failing to market
the Company's services, seeking alternative providers of communication
and information services or canceling their contracts with the Company,
any of which could have a material adverse impact on the Company.
Dependence on Licensing and Strategic Relationships. The Company
has licensing relationships with companies that have chosen to
outsource part or all of their communications card services to
Premiere. License fees accounted for approximately 26.5% of Premiere's
1996 revenues. One licensee, Communications Network Corporation
("CNC"), accounted for approximately 19.6% of Premiere's 1996 license
fees and approximately 5.2% of the Company's total 1996 revenues. On
August 6, 1996, CNC was placed into bankruptcy under Chapter 11 of the
United States Bankruptcy Code. CNC owed the Company approximately
$627,000 as of December 31, 1996. However, CNC's transmission
provider, WilTel, is also obligated to pay this amount to the Company.
In addition, WorldCom accounted for approximately 43.5% of Premiere's
1996 license fees and approximately 11.5% of Premiere's total 1996
revenues. The Company believes that through a combination of new
licensing agreements, the strategic alliance agreement with WorldCom
and increased revenues from existing licensees, the Company has
replaced all of the anticipated CNC revenue.
The Company intends to increase its number of licensees and its
licensee transaction volume in the future. The Company's success
depends in part upon the ultimate success or failure of its licensees.
The telecommunications industry is intensely competitive and rapidly
consolidating. The majority of companies that have chosen to outsource
communications card services to Premiere are small or medium-sized
telecommunications companies that may be unable to withstand the
intense competition in the telecommunications industry. During the
past 12 months, one licensee, in addition to CNC, ceased doing business
with the Company primarily due to financial difficulties. Licensees
that ceased doing business with Premiere due to financial difficulties
contributed in the aggregate approximately $2.9 million of Premiere's
1996 revenues. Although the Company was able to add new licensees in
1996, there can be no assurance that the failure of one or more of the
Company's licensees to develop and sustain a market for the Company's
services, or termination of one or more of the Company's licensing
relationships, will not have a material adverse effect on the Company's
business, operating results or financial condition.
Potential Adverse Impact of Pending Litigation. The Company has
several litigation matters pending, which the Company is defending
vigorously. Due to the inherent uncertainties of the judicial system,
the Company is unable to predict the outcome of such litigation
matters. If the outcome of one or more of such matters is adverse to
the Company, it could have a material adverse effect on the Company's
business, operating results or financial condition. Information
concerning such litigation matters is contained in the Company's
reports incorporated by reference herein. See "Available Information"
and "Incorporation by Reference."
Dependence on Key Management and Personnel. The Company's success
is largely dependent upon its executive officers and other key
personnel, the loss of one or more of whom could have a material
-11-
<PAGE>
adverse effect on the Company. The Company believes that its continued
success will depend to a significant extent upon the efforts and
abilities of Boland T. Jones, Chairman and President, D. Gregory Smith,
Executive Vice President, Gregg S. Freishtat, Senior Vice President,
and Leonard A. DeNittis, Vice President of Engineering and Operations,
and certain other key executives. The loss of services of any of these
individuals could have a material adverse effect upon the Company.
Messrs. Jones, Smith and DeNittis have entered into employment
agreements with the Company which expire in December 1999, and the
Company maintains key man life insurance on each of these persons in
the amounts of $3.0 million, $2.0 million and $2.0 million,
respectively.
The Company also believes that to be successful it must hire and
retain highly qualified engineering and product development personnel.
Competition in the recruitment of highly qualified personnel in the
information and telecommunications services industry is intense. The
inability of the Company to locate, hire and retain such personnel may
have a material adverse effect on the Company. No assurance can be
given that the Company will be able to retain its key employees or that
it will be able to attract qualified personnel in the future.
Dependence on Switching Facilities and Computer Telephony
Platforms; Damage, Failure and Downtime. The Company currently
maintains switching facilities and computer telephony platforms in
Atlanta, Georgia and Dallas, Texas, and a point-of-presence ("POP")
site in London, England. The Company's network service operations are
dependent upon its ability to protect the equipment and data at its
switching facilities against damage that may be caused by fire, power
loss, technical failures, unauthorized intrusion, natural disasters,
sabotage and other similar events. The Company has taken precautions
to protect itself and its subscribers from events that could interrupt
delivery of the Company's services. These precautions include physical
security systems, uninterruptible power supplies, on-site power
generators designed to be sufficient to continue operation of the
Company's network in the event of a power outage for approximately four
days, upgraded backup hardware and chemical fire protection systems.
The Company's network is further designed such that the data on each
network server is duplicated on a separate network server.
Notwithstanding such precautions, there can be no assurance that a
fire, act of sabotage, technical failure, natural disaster or a similar
event would not cause the failure of a network server and its backup
server, other portions of the Company's network or one of the
facilities as a whole, thereby resulting in an outage of the Company's
services. Such an outage could have a material adverse effect on the
Company. While the Company has not experienced any downtime of its
network due to natural disasters or similar events, on occasion the
Company has experienced downtime due to various technical failures.
When such failures have occurred, the Company has worked to remedy the
failure as soon as possible. The Company believes that these technical
failures have been infrequent. Although the Company maintains business
interruption insurance providing for aggregate coverage of
approximately $10.8 million per policy year, there can be no assurance
that the Company will be able to maintain its business interruption
insurance, that such insurance would continue to be available at
reasonable prices, that such insurance would cover all such losses or
that such insurance would be sufficient to compensate the Company for
losses it experiences due to the Company's inability to provide
services to its subscribers.
Limited Protection of Proprietary Technology; Risks of
Infringement. The Company relies primarily on a combination of
copyright and trade secret laws and contractual confidentiality
provisions to protect its proprietary rights. These laws and
contractual provisions provide only limited protection of the Company's
proprietary rights. The Company has one patent application pending and
13 trademark or copyright registrations pending. Despite the Company's
efforts to protect its proprietary rights, unauthorized parties may
attempt to copy aspects of the Company's software or services or to
obtain and use information that the Company regards as proprietary.
Although the Company is not aware of any current or previous
infringement on its proprietary rights, there can be no assurance that
the Company's means of protecting its proprietary rights will be
adequate or that the Company's competitors will not independently
develop similar technology. In addition, the laws of some foreign
countries do not protect the Company's proprietary rights to as great
an extent as the laws of the United States.
-12-
<PAGE>
The Company is aware of other companies that use the terms
"WorldLink" or "Premiere" in describing their products and services,
including telecommunications products and services. Certain of those
companies hold registered trademarks which incorporate the names
"WorldLink" or "Premiere." The Company has received correspondence
from a provider of prepaid calling cards which claims that the
Company's use of the term "Premiere WorldLink" infringes upon its
trademark rights. In addition, the Company has received correspondence
from a major bank, which is among the holders of registered trademarks
incorporating the term "WorldLink," inquiring as to the nature of the
Company's use of the term "WorldLink" as a part of its mark "Premiere
WorldLink." Based on, among other things, the types of businesses in
which the other companies are engaged and the low likelihood of
confusion, the Company believes these claims to be without merit. No
assurance can be given that actions or claims alleging trademark,
patent or copyright infringement will not be brought against the
Company with respect to current or future products or services, or
that, if such actions are brought, the Company will ultimately prevail.
Any such claiming parties may have significantly greater resources than
the Company to pursue litigation of such claims. Any such claims,
whether with or without merit, could be time consuming, result in
costly litigation, cause delays in introducing new or improved
services, require the Company to enter into royalty or licensing
agreements or cause the Company to discontinue use of the challenged
trade name, service mark or technology at potential significant expense
to the Company associated with the marketing of a new name or the
development or purchase of replacement technology, all of which could
have a material adverse effect on the Company.
On June 28, 1996, AudioFAX IP LLC ("AudioFAX") filed a complaint
against the Company and Premiere Communications, Inc. in the United
States District Court for the Northern District of Georgia. In the
complaint, AudioFAX alleged that the Company manufactures, uses, sells
and/or distributes certain enhanced facsimile products which infringe
three United States patents and one Canadian patent allegedly held by
AudioFAX. In the third quarter of 1996, the Company took a one-time
charge for the estimated legal fees and other costs that the Company
expected to incur to resolve this matter. On February 11, 1997, the
Company entered into a long term, non-exclusive license agreement with
AudioFAX settling the litigation.
Dependence Upon Software. The software developed and utilized by
the Company in providing its services may contain undetected errors.
Although the Company engages in extensive testing of its software prior
to introducing the software onto its network, there can be no assurance
that errors will not be found in software after commencement of use of
such software. Any such error may result in partial or total failure
of the Company's network, additional and unexpected expenses to fund
further product development or to add programming personnel to complete
a development project, and loss of revenue because of the inability of
subscribers to use Premiere's network or the cancellation by
subscribers of their service with Premiere, any of which could have a
material adverse effect on the Company. The Company maintains
technology errors and omissions insurance coverage of $10.0 million per
policy aggregate.
Dependence Upon Telecommunication Providers; No Guaranteed Supply.
The Company does not own a transmission network and, accordingly,
depends on WorldCom Network Services, Inc. d/b/a WilTel ("WilTel"),
Corporate Telemanagement, Inc. ("CTG"), Cherry Communications,
Incorporated ("Cherry"), Sprint and other facilities-based and non-
facilities based carriers for transmission of its subscribers' long
distance calls. For the year ended December 31, 1996, WilTel, CTG,
Cherry and MCI were responsible for carrying traffic representing
approximately 38%, 29%, 13% and 2%, respectively, of the minutes of
long distance transmissions billed to the Company. Further, the Company
is dependent upon local exchange carriers for call origination and
termination. In October 1995, a carrier utilized by the Company to
originate calls experienced a regional network outage due to Hurricane
Opal. The Company's losses due to this outage were approximately
$37,000, all of which, less a $5,000 deductible, was reimbursed by the
Company's insurance carrier. In September 1995, a provider utilized by
the Company to originate calls experienced a regional network outage
due to a technical malfunction caused by a third party vendor
performing software maintenance on the provider's network. The Company
estimated its losses at approximately $17,000 due to this outage. This
loss was not covered by the Company's insurance. Although the Company's
originating providers are generally able to reroute the
-13-
<PAGE>
Company's inbound calls within several hours of an outage, rerouting
was not possible in these instances due to the widespread nature of the
outages. If there is an outage affecting one of the Company's
terminating carriers, the Company's platform automatically switches
calls to another terminating carrier if capacity is available. The
Company has not experienced significant losses in the past because of
interruptions of service at terminating carriers, but no assurance can
be made in this regard with respect to the future. The Company's
ability to maintain and expand its business depends, in part, on its
ability to continue to obtain telecommunication services on favorable
terms from long distance carriers and the cooperation of both
interexchange and local exchange carriers in originating and
terminating service for its subscribers in a timely manner. A partial
or total failure of the Company's ability to receive or terminate calls
would result in a loss of revenues by the Company and could lead to a
loss of subscribers, which could have a material adverse effect on the
Company.
Regulation. Various regulatory factors may have an impact on the
Company's ability to compete and on its financial performance. The
Company is subject to regulation by the FCC and by various state public
service and public utility commissions. Federal and state regulations
and regulatory trends have had, and may have in the future, both
positive and negative effects on the Company and on the information and
telecommunications service industries as a whole. FCC policy currently
requires interexchange carriers to provide resale of the use of their
transmission facilities. The FCC also requires local exchange carriers
to provide all interexchange carriers with equal access to the
origination and termination of calls. If either or both of these
requirements were removed, the Company could be adversely affected.
These carriers may experience disruptions in service due to factors
outside the Company's control, which may cause the Company to lose the
ability to complete its subscribers' long distance calls. The Company
has made all filings with the FCC necessary to allow the Company to
provide interstate and international long distance service. In order to
provide intrastate long distance service, the Company is generally
required to obtain certification to provide telecommunications services
from the public service or public utility commissions of each state, or
to register or be found exempt from registration by such commissions.
Premiere has made the filings and taken the actions it believes are
necessary to become certified or tariffed to provide intrastate card
services to customers throughout the United States, except in two
states, Alaska and Hawaii, which have historically had restrictions
making the cost prohibitive in light of the immaterial amount of
intrastate traffic the Company handles in those states. This, however,
has recently changed and the Company anticipates authorization to occur
in 1997. To date, the Company has not been denied any licenses or
tariffs. The Company has received authorization to provide intrastate
card services in 44 states, and its applications to provide intrastate
card services are pending in 4 states. With the exception of one state,
New Mexico, in which the Company's application to provide "0+" service
is pending, the Company has received authorization to provide "0+"
service in each state where the Company provides such service. The
Company's platform does not prevent subscribers from using the platform
to make intrastate long distance calls in any state, including states
in which the Company has not received approval to provide intrastate
long distance services. There can be no assurance that the Company's
provision of intrastate card services and "0+" service in states where
it is not certified or tariffed to provide such services will not have
a material adverse effect on the Company's business, operating results
or financial condition.
On February 8, 1996, the President signed into law the 1996 Act
which will allow local exchange carriers, including the RBOCs, to
provide inter-LATA long distance telephone service and which also
grants the FCC authority to deregulate other aspects of the
telecommunications industry. The new legislation may result in
increased competition to the Company from others, including the RBOCs
and increased transmission costs in the future. In addition, the
Company may be subject to additional regulatory requirements and fees
as a result of changes made by the 1996 Act.
In conducting various aspects of its business, the Company is
subject to various laws and regulations relating to commercial
transactions generally, such as the Uniform Commercial Code and is also
subject to the electronic funds transfer rules embodied in Regulation E
promulgated by the Board of Governors of the Federal Reserve System
(the "Federal Reserve"). Given the expansion of the electronic
commerce market, the Federal Reserve might revise Regulation E or adopt
new rules for electronic funds
-14-
<PAGE>
transfer affecting users other than consumers. Congress has held
hearings on whether to regulate providers of services and transactions
in the electronic commerce market, and it is possible that Congress or
individual states could enact laws regulating the electronic commerce
market. If enacted, such laws, rules and regulations could be imposed
on the Company's business and industry and could have a material
adverse effect on the Company's business, operating results or
financial condition.
Risks Associated with International Expansion. A key component of
the Company's strategy is its planned expansion into international
markets. In 1996, the Company opened a POP site in London, England and
the Company intends to pursue long term strategic relationships with
European partners. The Company also intends to establish Telnodes and
Network Managers in New Zealand, Canada and potentially other countries
in 1997. If international revenues are not adequate to offset the
expense of establishing and maintaining these international operations,
the Company's business, operating results or financial condition could
be materially adversely affected. To date, the Company has only
limited experience in marketing and distributing its services
internationally. There can be no assurance that the Company will be
able to successfully establish the proposed international Telnodes and
Network Managers, or to market, sell and deliver its services in these
markets. In addition to the uncertainty as to the Company's ability to
expand its international presence, there are certain difficulties and
risks inherent in doing business on an international level, such as
burdensome regulatory requirements and unexpected changes in these
requirements, export restrictions, export controls relating to
technology, tariffs and other trade barriers, difficulties in staffing
and managing international operations, longer payment cycles, problems
in collecting accounts receivable, political instability, fluctuations
in currency exchange rates, seasonal reductions in business activity
during the summer months in Europe and certain other parts of the world
and potentially adverse tax consequences, which could have a material
adverse effect on the performance of the Company's international
operations. There can be no assurance that one or more of such factors
will not have a material adverse effect on the Company's future
international operations and, consequently, on the Company's business,
operating results or financial condition.
Risk of Loss From Returned Transactions; Fraud; Bad Debt; Theft of
Services. The Company utilizes two principal financial payment
clearance systems: the Federal Reserve's Automated Clearing House for
electronic fund transfers and the national credit card systems for
electronic credit card settlement. In its use of these established
payment clearance systems, the Company generally bears credit risks
similar to that normally assumed by other users of these systems
arising from returned transactions caused by insufficient funds, stop
payment orders, closed accounts, frozen accounts, unauthorized use,
disputes, theft or fraud. From time to time, persons have gained
unauthorized access to the Company's network and obtained services
without rendering payment to the Company by unlawfully utilizing the
access numbers and PINs of authorized users. No assurance can be given
that future losses due to unauthorized use of access numbers and PINs
will not be material. The Company attempts to manage these risks
through its internal controls and proprietary billing system. The
Company's computer telephony platform prohibits a single access number
and PIN from establishing multiple simultaneous connections to the
platform, and the Company establishes preset spending limits for each
subscriber. Past experience in estimating and establishing reserves,
and the Company's historical losses are not necessarily accurate
indications of the Company's future losses or the adequacy of the
reserves established by the Company in the future. Although the
Company believes that its risk management and bad debt reserve
practices are adequate, there can be no assurance that the Company's
risk management practices or reserves will be sufficient to protect the
Company from unauthorized or returned transactions or thefts of
services which could have a material adverse effect on the Company's
business, operating results or financial condition.
Volatility of Stock Price. There may be significant volatility in
the market price for the Common Stock. The Company believes factors
such as actual or anticipated quarterly fluctuations in financial
results, changes in earnings estimates by securities analysts and
announcements of material events by the Company, its major strategic
partners or licensees or its competitors may cause the market price for
the common stock to fluctuate, perhaps substantially. These
fluctuations, as well as general economic conditions, may have a
material adverse effect on the market price of the Common Stock. In
addition, in
-15-
<PAGE>
recent years the stock market in general, and technology-related stocks
in particular, have experienced price and volume fluctuations that
often have been unrelated or disproportionate to the operating
performance of companies.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock that the Company
may issue from time to time in connection with proposed acquisitions by
the Company or one or more of its subsidiaries. The Company will not
receive any proceeds from these offerings other than the value of the
businesses or properties acquired by the Company or one or more of its
subsidiaries in the proposed acquisitions.
-16-
<PAGE>
SELECTED FINANCIAL DATA
The following table sets forth selected financial data of the
Company and its subsidiaries and has been derived from, and should be read in
conjunction with, the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, which is incorporated by reference herein. See
"Available Information" and "Incorporation by Reference."
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED YEAR ENDED
----------------------- -------------- ---------------------------------------------
MARCH 31, MARCH 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1993 1994 1994(1) 1994(2) 1995 1996
---------- ---------- --------------- --------------- ------------- -------------
(UNAUDITED)
STATEMENTS OF OPERATIONS DATA: (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Subscriber services $ 844 $ 3,812 $ 5,391 $ 6,592 $15,085 $ 36,557
License fees 0 314 1,748 1,935 5,935 13,777
Other revenues 1,093 1,296 1,181 1,468 1,306 1,745
---------------------------------------------------------------------------------------
Total revenues 1,937 5,422 8,320 9,995 22,326 52,079
Cost of Services 676 2,261 2,796 3,516 7,603 16,711
---------------------------------------------------------------------------------------
Gross Margin 1,261 3,161 5,524 6,479 14,723 35,368
---------------------------------------------------------------------------------------
Operating Expenses:
Selling and marketing 1,232 2,116 3,022 3,750 7,267 16,985
General and administrative 944 1,486 1,818 2,342 4,460 8,781
Depreciation and amortization 91 319 246 420 697 2,255
Charge for purchased research
and development 0 0 0 0 0 11,030
Accrued litigation costs 0 0 0 0 0 1,250
---------------------------------------------------------------------------------------
Total operating expenses 2,267 3,921 5,086 6,512 12,424 40,301
Operating Income (Loss) (1,006) (760) 438 (33) 2,299 (4,933)
---------------------------------------------------------------------------------------
Other Income (Expense):
Interest income 16 27 127 149 283 2,529
Interest expense (166) (250) (242) (291) (366) (188)
Other, net 0 0 43 43 32 68
Total other income (expense) (150) (223) (72) (99) (51) 2,409
---------------------------------------------------------------------------------------
Net Income (Loss) Before Income Taxes
and Extraordinary Loss (1,156) (983) 366 (132) 2,248 (2,524)
Provision For (Benefit From) Income
Taxes 0 0 48 48 330 (1,627)
---------------------------------------------------------------------------------------
Net Income (Loss) Before Extraordinary
Loss (1,156) (983) 318 (180) 1,918 (897)
Extraordinary Loss on Early
Extinguishment
of Debt, Net of Tax Effect of $37,880 0 0 0 0 0 59
---------------------------------------------------------------------------------------
Net Income (Loss) (1,156) (983) 318 (180) 1,918 (956)
Preferred Stock Dividends 0 64 256 320 309 29
---------------------------------------------------------------------------------------
Net Income (Loss) Attributable to Common
Shareholders $(1,156) $(1,047) $ 62 $ (500) $ 1,609 $ (985)
Pro Forma Income (Loss) Attributable
to Common Shareholders For Primary
Earnings Per Share(3) $(1,156) $(1,047) $ 226 $ (500) $ 1,807 $ (985)
=======================================================================================
Pro Forma Income (Loss) Per Common
and Common Equivalent Shares(4)
Primary $(0.16) $(0.13) $0.01 $(0.05) $0.10 $(0.05)
=======================================================================================
Shares Used In Computing Earnings
Per Common and Common Equivalent
Shares(4) (in thousands): Primary 7,293 8,164 19,147 10,804 17,529 20,170
=======================================================================================
BALANCE SHEET DATA (AT PERIOD END):
Working capital $ 482 $ 4,469 $ 4,275 $ 4,275 $ 5,535 $ 69,551
Total assets 1,574 6,573 7,623 7,623 16,988 140,051
Long term liabilities 1,623 2,112 2,448 2,448 2,513 584
Shareholders' equity (deficit) (435) 3,502 3,603 3,603 8,193 124,158
</TABLE>
(1) Effective December 31, 1994, the Company changed its fiscal year end from
March 31 to December 31.
(2) Year ended December 31, 1994 data was derived from the nine months ended
December 31, 1994 data and the unaudited interim data for the three months
ended March 31, 1994. The data is presented for comparative purposes and
additional analysis.
(3) Supplementary pro forma earnings per share assuming the conversion of
Series A Preferred Stock and the retirement of notes payable for the year
ended December 31, 1995 are not presented because the effect of the pro
forma adjustments is immaterial.
(4) Pro forma net income (loss) per share is computed using the weighted
average number of shares of common stock and dilutive common stock
equivalents from convertible preferred stock (using the if-converted
method) and from stock options (using the modified treasury stock method).
In addition, common stock and common stock equivalents issued at prices
below the initial public offering price of $18.00 per share within one
year prior to this offering have been included in the calculation (using
the treasury stock method) as if they were outstanding for all periods
prior to this offering, regardless of whether they are dilutive. Fully
diluted data is not presented as the effect is anti-dilutive or immaterial
for all periods presented.
-17-
<PAGE>
LEGAL MATTERS
The validity of the Shares of Common Stock offered hereby will be
passed upon for the Company by Alston & Bird LLP, Atlanta, Georgia.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries as of December 31, 1995 and 1996 and for the nine months
ended December 31, 1994 and the years ended December 31, 1995 and 1996
incorporated by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto and incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and
auditing in giving said reports.
-18-
<PAGE>
======================================== ==================================
NO DEALER, SALESPERSON OR OTHER PERSON
HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE 2,500,000 SHARES
CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER MADE HEREBY.
IF GIVEN OR MADE, SUCH INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR PREMIERE TECHNOLOGIES, INC.
SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER AT ANY TIME SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THE INFORMATION HEREIN IS CORRECT
AT ANY TIME AFTER THE DATE HEREOF.
______________________
COMMON STOCK
TABLE OF CONTENTS
Page
----
Available Information 2
Incorporation of Certain
Information by Reference 3 __________________
Forward-Looking Statements 3
The Company 4 PROSPECTUS
Risk Factors 8 __________________
Use of Proceeds 16
Selected Financial Data 17
Legal Matters 18
Experts 18
______________________
____________, 1997
========================================= ====================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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 shareholders for monetary damages for breach of duty
of care of 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, not is the Company aware of any pending or threatened
litigation that may result in claims for indemnification by any
director, officer, employee or other agent.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
2.1 Agreement and Plan of Merger, together with exhibits,
dated as of April 2, 1997 by and among Premiere
Technologies, Inc., PTEK Merger Corporation and Voice-
Tel Enterprises, Inc. and the Stockholders of Voice-Tel
Enterprises, Inc. (incorporated by reference to Exhibit
2.1 to the Registrant's Current Report on Form 8-K
dated April 2, 1997).
II-1
<PAGE>
2.2 Agreement and Plan of Merger, together with exhibits,
dated as of April 2, 1997 by and among Premiere
Technologies, Inc., PTEK Merger Corporation II, VTN,
Inc. and the Stockholders of VTN, Inc. (incorporated by
reference to Exhibit 2.2 to the Registrant's Current
Report on Form 8-K dated April 2, 1997).
2.3 Purchase and Sale Agreement dated April 2, 1997 by and
between Premiere Technologies, Inc. and Merchandising
Productions, Inc. (incorporated by reference to Exhibit
2.3 to the Registrant's Current Report on Form 8-K
dated April 2, 1997).
2.4 Form of Transfer Agreement, together with exhibits,
dated as of __________, 1997 by and among Premiere
Technologies, Inc., Franchisees and the Owners of
Franchisees (incorporated by reference to Exhibit 2.4
to the Registrant's Current Report on Form 8-K dated
April 2, 1997).
2.5 Asset Purchase Agreement, together with exhibits, dated
September 18, 1996 by and among Premiere Technologies,
Inc., PTEK Acquisition Corporation, TeleT
Communications LLC and the Members of TeleT
Communications LLC (incorporated by reference to
Exhibit 2.1 to the Registrant's Current Report on Form
8-K dated September 18, 1996).
3.1 Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement
on Form S-1 (No. 33-80547)).
3.2 Amended and Restated Bylaws (incorporated by reference
to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (No. 33-80547)).
4.1 See Exhibits 3.1 and 3.2 for provisions of the Articles
of Incorporation and Bylaws defining the rights of the
holders of common stock of the Registrant (incorporated
by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (No. 33-80547)).
5.1 Opinion of Alston & Bird LLP, as counsel to the
Registrant, as to the legality of the shares being
registered.
23.1 Consent of Alston & Bird LLP (included as part of
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (contained on signature page of this
filing).
(b) Financial Statement Schedules
Financial statement schedules have been omitted because they
are not required or are not applicable.
II-2
<PAGE>
ITEM 22. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers for sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(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 undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the registrant's
Certificate of Incorporation or Bylaws, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefor, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment for the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant 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 registrant 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 of 1933 and will be governed by the final adjudication
of such issue.
II-3
<PAGE>
(d) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within
one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through
the date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that was
not the subject of and included in the registration statement when it
became effective.
(f) The registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (f) immediately preceding, or (ii) that
purports to meet the requirements of Section 10(a)(3) of the Securities
Act and is used in connection with an offering of securities subject to
Rule 415 promulgated pursuant to the Securities Act, will be filed as a
part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes 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 offering therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------- --------------------------------------------------------------- ----
<C> <S> <C>
2.1 Agreement and Plan of Merger, together with exhibits, dated
as of April 2, 1997 by and among Premiere Technologies, Inc.,
PTEK Merger Corporation and Voice-Tel Enterprises, Inc. and
the Stockholders of Voice-Tel Enterprises, Inc. (incorporated by
reference to Exhibit 2.1 to the Registrant's Current Report on
Form 8-K dated April 2, 1997).
2.2 Agreement and Plan of Merger, together with exhibits, dated as
of April 2, 1997 by and among Premiere Technologies, Inc.,
PTEK Merger Corporation II, VTN, Inc. and the Stockholders of
VTN, Inc. (incorporated by reference to Exhibit 2.2 to the
Registrant's Current Report on Form 8-K dated April 2, 1997).
2.3 Purchase and Sale Agreement dated April 2, 1997 by and between
Premiere Technologies, Inc. and Merchandising
Productions, Inc. (incorporated by reference to Exhibit 2.3 to the
Registrant's Current Report on Form 8-K dated April 2, 1997).
2.4 Form of Transfer Agreement, together with exhibits, dated as
of __________, 1997 by and among Premiere Technologies, Inc.,
Franchisees and the Owners of Franchisees (incorporated by
reference to Exhibit 2.4 to the Registrant's Current Report on
Form 8-K dated April 2, 1997).
2.5 Asset Purchase Agreement, together with exhibits, dated
September 18, 1996 by and among Premiere Technologies, Inc.,
PTEK Acquisition Corporation, TeleT Communications LLC and the
Members ofTeleT Communications LLC (incorporated
by reference to Exhibit 2.1 to the Registrant's Current Report
on Form 8-K dated September 18, 1996).
3.1 Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1 (No. 33-80547)).
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-1
(No. 33-80547)).
4.1 See Exhibits 3.1 and 3.2 for provisions of the Articles of
Incorporation and Bylaws defining the rights of the
holders of common stock of the Registrant (incorporated by
reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (No. 33-80547)).
5.1 Opinion of Alston & Bird LLP, as counsel to the Registrant, as
to the legality of the shares being registered.
23.1 Consent of Alston & Bird LLP (included as part of Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (contained on signature page of this filing).
</TABLE>
<PAGE>
EXHIBIT 5.1
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
Premiere Technologies, Inc.
3399 Peachtree Road, N.E.
The Lenox Building, Suite 400
Atlanta, Georgia 30326
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Premiere Technologies, Inc. (the "Company")
in connection with the filing of its Registration Statement on Form S-4 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
the offering of up to 2,500,000 shares of the Company's common stock, $.01 par
value per share (the "Shares"), which may be issued by the Company and offered
for sale from time to time in connection with future acquisitions of the assets
or securities of complementary businesses or properties. 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 in accordance with resolutions duly
adopted by the board of directors of the Company pursuant to the Company's
Articles of Incorporation and Bylaws and applicable provisions of the Georgia
Business Corporation Code (including, without limitation, the receipt of the
consideration for which the board of directors authorized the issuance of the
Shares), 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 LLP
By: /s/ Jeffrey A. Allred
-----------------------
Jeffrey A. Allred
A Partner
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 11, 1997
included in Premiere Technologies, Inc.'s Form 10-K for the year ended December
31, 1996 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
-------------------------
Arthur Andersen LLP
Atlanta, Georgia
April 22, 1997
