<PAGE>
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): February 3, 1998
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PREMIERE TECHNOLOGIES, INC.
(Exact name of registrant
as specified in its charter)
Georgia 0-27778 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 600
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 February 3, 1998, Premiere Technologies, Inc. (the "Company") announced its
unaudited operating results for the three and twelve months ended December 31,
1997.
For the quarter ended December 31, 1997, revenues increased 15 percent to $62.0
million compared to $53.9 million for the fourth quarter of 1996. Operating
income rose 181 percent to $15.0 million in the fourth quarter of 1997 compared
to $5.3 million for the fourth quarter of 1996. Diluted net income per share
increased to $0.25 in the fourth quarter of 1997 compared to $0.03 in the fourth
quarter of 1996.
For the year ended December 31, 1997, revenues increased 16 percent to $229.4
million compared to $197.5 million for the year ended December 31, 1996. The
Company had an operating loss of $29.0 million for the year ended December 31,
1997 as compared to operating income of $6.8 million for the year ended December
31, 1996. Operating income, before restructuring and other special charges,
rose 142 percent to $46.1 million in 1997 compared to $19.1 million for the year
ended December 31, 1996. The Company had net loss per share of $0.78 for the
year ended December 31, 1997 as compared to diluted net income per share of
$0.11 for the year ended December 31, 1996. Diluted net income per share,
before restructuring and other special charges, increased to $0.79 in 1997
compared to $0.34 for the year ended December 31, 1996.
Filed herewith as Exhibit 99.1 is the Company's Summary Condensed Consolidated
Statements of Operations (Unaudited) For the Three and Twelve Months Ended
December 31, 1997 and 1996. The results of operations discussed in this Item 5
and set forth in Exhibit 99.1 have been restated to reflect pooling of interest
transactions.
On February 12, 1998, the Company announced an agreement between its wholly
owned subsidiary Voice-Tel Enterprises, Inc. and Excel Communications, Inc.
("Excel") to market the Company's Voice-Tel messaging products and services to
Excel's nationwide network of independent sales representatives beginning in the
second quarter of 1998. Filed herewith as Exhibit 99.2 is the Company's press
release from February 12, 1998 announcing this agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Summary Condensed Consolidated Statements of Operations (Unaudited)
for the Three and Twelve Months Ended December 31, 1997 and 1996.
99.2 Press Release dated February 12, 1998.
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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/ Jeffrey A. Allred
------------------------------------
Jeffrey A. Allred
Executive Vice President of Strategic Development
Dated: February 20, 1998
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EXHIBIT INDEX
99.1 Summary Condensed Consolidated Statements of Operations (Unaudited)
for the Three and Twelve Months Ended December 31, 1997 and 1996.
99.2 Press Release dated February 12, 1998.
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PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARIES
SUMMARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 1997 AND 1996
(in thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
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December 31, December 31, December 31, December 31,
1997 1996 1997 1996
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(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
REVENUES $ 62,043 $ 53,935 $ 229,352 $ 197,474
COST OF SERVICES 19,283 13,710 63,974 55,601
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GROSS PROFIT 42,760 40,225 165,378 141,873
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OPERATING EXPENSES:
Selling, general and administrative 22,588 30,658 101,308 108,603
Depreciation and amortization 5,196 4,237 17,971 14,184
Restructuring and other special charges -- -- 73,597 11,030
Accrued settlement cost -- -- 1,500 1,250
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Total operating expenses 27,784 34,895 194,376 135,067
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OPERATING INCOME (LOSS) 14,976 5,330 (28,998) 6,806
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OTHER INCOME (EXPENSE):
Interest, net 43 (182) (15) (1,690)
Other, net 190 (229) 226 (286)
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Total other income (expense) 233 (411) 211 (1,976)
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NET INCOME (LOSS) BEFORE INCOME TAXES 15,209 4,919 (28,787) 4,830
PROVISION FOR (BENEFIT) FROM INCOME TAXES 5,855 3,953 (3,412) 1,372
--------- --------- --------- ---------
NET INCOME (LOSS) $ 9,354 $ 966 $ (25,375) $ 3,458
========= ========= ========= =========
BASIC NET INCOME (LOSS) PER SHARE $ 0.29 $ 0.03 $ (0.78) $ 0.12
========= ========= ========= =========
DILUTED NET INCOME (LOSS) PER SHARE $ 0.25 $ 0.03 $ (0.78) $ 0.11
========= ========= ========= =========
</TABLE>
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EXHIBIT 99.2
Exhibit 99.2 -- Press Release
Excel Communications Signs Product Marketing Agreement With
Premiere Technologies
Supplies Voice Messaging Products and Services for Independent Representatives
DALLAS, Feb. 12 /PRNewswire/ -- Excel Communications, Inc. (NYSE: ECI - news),
--- ----
today announced a strategic agreement with Voice-Tel Enterprises, a unit of
Premiere Technologies, Inc. (Nasdaq: PTEK - news) to market private-labeled
---- ----
Premiere Voice-Tel voice messaging products and services to its nationwide
network of independent sales representatives beginning in the second quarter.
The product, TelWorks(sm), consists of four different categories of services to
meet the needs of small to large downlines. In network marketing, a downline
refers to an independent representative's sales organization. Excel independent
representatives use voice messaging as a business-building tool, expanding their
ability to build a nationwide network.
"Throughout the development of this product, Premiere's Voice-Tel unit has been
very responsive to our needs," said Kenny Troutt, Excel chairman and chief
executive officer. "The relationship began more than a year ago and their level
of commitment has grown proportionately to keep up with the increasing demands
of our sales force.
"Until now," he added, "communicating through voice messaging has been limited
to our top earners because it was cost-prohibitive for the majority of our
representatives. TelWorks lowers the cost of entry so significantly that our
representatives will be able to use these tools to build their businesses in the
early stages when they need it the most."
Premiere's Chairman and Chief Executive Officer Boland T. Jones, said, "Our
global voice mail network will enable Excel to efficiently and cost-effectively
broadcast messages to the independent representatives at the touch of a button,
as well as to smaller subsets of the entire group. With TelWorks, individual
representatives will also have access to the system to communicate with others
in the group."
Dallas-based Excel Communications, Inc. is the fifth largest long distance
company in the United States. Utilizing a state-of-the-art, facilities-based
network, the Company offers its subscribers residential and commercial long
distance services, dial-around services, calling cards and paging services.
Excel markets these products nationwide to residential and commercial customers
under the Excel and Telco subsidiaries. Excel has more than 3,000 employees who
support the corporate, network management, billing, teleservices and marketing
functions of the Company.
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Atlanta-based Premiere is a leading provider of enhanced communications
services, including 800-based services, voice mail, fax, e-mail (screen-based
communications) and conference calling. Premiere is the first single-source
provider and integrator of all these communications services. Premiere's highly
flexible, scaleable platform and massive frame-relay network for digital voice
and data transmission provide the infrastructure for Premiere to connect
millions of subscribers around the world to its various offerings.
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