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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 12, 1997
PREMIERE TECHNOLOGIES, INC.
(Exact name of registrant
as specified in its charter)
Georgia 33-80547 59-3074176
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
3399 Peachtree Road, N.E.
The Lenox Building
Suite 400, Atlanta, Georgia 30326
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (404) 262-8400
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 12, 1997, Premiere Technologies, Inc. (the "Company") issued a
press release, attached hereto as Exhibit 99.1, announcing that it would
complete that week its acquisition of Voice-Tel Enterprises and 98% of its
independently operated franchise.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
Exhibit
No. Description
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99.1 Press Release dated June 12, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PREMIERE TECHNOLOGIES, INC.
By: /s/ Patrick G. Jones
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Patrick G. Jones
Senior Vice President of Finance and Legal
Dated: June 13, 1997
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EXHIBIT INDEX
99.1 Press Release dated June 12, 1997.
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EXHIBIT 99.1
Voice-Tel Press Release
FINAL
FOR IMMEDIATE RELEASE
For More Information Contact:
Premiere Technologies, Inc. Dewe Rogerson, Inc.
Patrick G. Jones Debra Wasser/Corey Cutler
Senior Vice President Vice President
(404) 262-8429 (212) 688-6840
Premiere Technologies, Inc.
David Allison
Director, Corporate Communications
(404) 262-8464
PREMIERE TECHNOLOGIES TO CLOSE
$215 MILLION VOICE-TEL ACQUISITION
Size of deal 16% over original estimate
(ATLANTA, JUNE 12, 1997) -- Premiere Technologies (NASDAQ: PTEK;
www.premtek.com) today announced that it will complete this week its acquisition
of Voice-Tel Enterprises and 98% of its independently operated franchisees.
The total transaction size will be approximately $215 million, consisting of
approximately 7.3 million shares of Premiere common stock, $19 million of cash
and $22 million of net assumed debt. This increase over initial estimates is
due to an overwhelming 98% participation on the part of Voice-Tel's franchisees,
exceeding Premiere's initial expectations. The transactions will be accounted
for primarily as a pooling of interests. Related to the acquisition, the
Company anticipates it will take a one-time charge in the second quarter of
approximately $40 - $45 million for certain restructuring costs and transaction
expenses.
Boland T. Jones, Chief Executive Officer, said, "We will have acquired more than
100 entities in less than 75 days. The speed in which we closed this deal is a
testament to the eagerness of our new business partners to join the Premiere
family, and we are proud of that."
With Voice-Tel, Premiere acquires a private frame relay network with local
access connected to it, reaching approximately 90% of the U.S. and 100% of
Canada, Australia and New Zealand, and soon the United Kingdom; an instant
audience of approximately 600,000 new subscribers; and a sales force of some 300
professionals in four countries.
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Mr. Jones added, "Our focus this quarter has clearly been the completion of this
transaction. As we have explained in the past, adding Voice-Tel's capabilities,
subscribers, and extensive frame relay network complement our core business.
Through this acquisition we will soon be able to offer local, flat-rate access
to our platform -- a key competitive advantage in the space we call Personal
Communications."
Premiere Technologies, founded in 1991, is a technology company specializing in
the integration of information and telecommunications services, commonly
referred to as computer telephony. The Company's state-of-the-art network-based
platform uses proprietary software to deliver innovative services and customized
data for millions of users in over 100 countries. The Company markets its
services directly under the names Premiere WorldLink and Orchestrate and through
strategic partners. Premiere also licenses its platform and technologies to
other telecommunications companies and large corporations. Premiere
Technologies is based in Atlanta, Georgia.
Statements made in this press release, other than those concerning historical
information,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 the 'safe harbor' provisions of the Private
Securities Litigation Reform Act of 1995. Premiere's actual results may differ
materially from the results anticipated in these forward-looking statements as a
result of a variety of factors, including those identified in Premiere's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 and its
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
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