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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PREMIERE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Georgia 59-3074176
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(State of Incorporation (IRS Employer Identification No.)
or Organization)
3399 Peachtree Road, N.E.
The Lenox Building, Suite 600
Atlanta, Georgia 30326 30326
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to General securities and is to become
Instruction A(c)(1) please check the effective simultaneously with the
following box. [_] effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Series C Junior Participating Preferred Stock Purchase Rights
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On June 23, 1998, the Board of Directors of Premiere Technologies, Inc.
(the "Company") declared a distribution of one right (a "Right") for each
outstanding share of Common Stock, par value $.01 per share (the "Common
Stock"), to shareholders of record at the close of business on July 6, 1998 and
for each share of Common Stock issued (including shares distributed from
Treasury) by the Company thereafter and prior to the Separation Time. Each Right
entitles the registered holder to purchase from the Company one one-thousandth
(1/1,000th) of a share (a "Unit") of Series C Junior Participating Preferred
Stock, par value $0.01 per share (the "Preferred Stock"), at a purchase price of
Sixty Dollars ($60) per Unit (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Shareholder Protection
Rights Agreement between the Company and SunTrust Bank, Atlanta, as Rights
Agent, dated as of June 23, 1998 (the "Rights Agreement").
Initially, the Rights will attach to all certificates representing shares
of outstanding Company Common Stock, and no separate Rights Certificates will be
distributed. The Rights will separate from the Common Stock and the Separation
Time will occur upon the earlier of (i) ten business days (unless otherwise
accelerated or delayed by the Board) following public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired, obtained the right to acquire, or otherwise obtained beneficial
ownership of 15% or more of the then outstanding shares of Common Stock, or (ii)
ten business days (unless otherwise delayed by the Board) following the
commencement of a tender offer or exchange offer that would result in the person
or group beneficially owning 15% or more of the then outstanding shares of
Common Stock. An Acquiring Person does not include (a) any person who is a
beneficial owner of 15% or more of the Common Stock on June 23, 1998 (the date
of adoption of the Rights Agreement), unless such person or group shall
thereafter acquire beneficial ownership of additional Common Stock, (b) a person
who acquires beneficial ownership of 15% or more of the Common Stock without any
intention to affect control of the Company and who thereafter promptly divests
sufficient shares so that such person ceases to be the beneficial owner of 15%
or more of the Common Stock, or (c) a person who is or becomes a beneficial
owner of 15% or more of the Common Stock as a result of an option granted by the
Company in connection with an agreement to acquire or merge with the Company
prior to a Flip-In Date.
Until the Separation Time, (i) the Rights will be evidenced by Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after July 6, 1998
(including shares distributed from Treasury) will contain a legend incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any
certificates representing outstanding Common Stock will also constitute the
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transfer of the Rights associated with the Common Stock represented by such
certificate.
The Rights are not exercisable until the Separation Time and will expire
at the close of business on the tenth anniversary of the Rights Agreement unless
earlier terminated by the Company as described below.
As soon as practicable after the Separation Time, Rights Certificates will
be mailed to holders of record of Common Stock as of the close of business on
the date when the Separation Time occurs and, thereafter, the separate Rights
Certificates alone will represent the Rights.
If a Flip-In Date occurs ( i.e., the close of business ten business days
following announcement by the Company that a person has become an Acquiring
Person), and if the Company has not terminated the Rights as described below,
then the Rights entitle the holders thereof to acquire shares of Common Stock
(rather than Preferred Stock) having a value equal to twice the Right's exercise
price. Instead of issuing shares of Common Stock upon exercise of a Right
following a Flip-In Date, the Company may substitute therefor shares of
Preferred Stock at a ratio of one one-thousandth of a share of Preferred Stock
for each share of Common Stock so issuable. In the event there are not
sufficient treasury shares or authorized but unissued shares of Common Stock or
Preferred Stock to permit exercise in full of the Rights, the Company may
substitute debt or equity securities, or other assets (or any combination of the
above). In addition, at the option of the Board of Directors prior to the time
that any person becomes the beneficial owner of more than 50% of the Common
Stock, and rather than payment of the cash purchase price, each Right may be
exchanged for one share of Common Stock if a Flip-In Date occurs.
Notwithstanding any of the foregoing, all Rights that are, or (under certain
circumstances set forth in the Rights Agreement) were, beneficially owned by any
person on or after the date such person becomes an Acquiring Person will be null
and void.
Following the Flip-In Date, if the Company's Board of Directors is
controlled by an Acquiring Person, the Company may not consolidate or merge with
or enter into a share exchange where either the terms of the transaction
relating to an Acquiring Person are not identical to the terms and arrangements
relating to other holders of the Common Stock or an Acquiring Person is the
person with whom the transaction occurs, or enter into a transaction where 50%
or more of the Company's assets or assets generating 50% or more of the
Company's operating income or cash flow is transferred in one or more
transactions to any person, unless proper provision is made so that the Rights
would entitle the holders thereof to acquire for the exercise price shares of
the acquiring party having a value equal to twice the Right's exercise price.
The exercise price payable and the number of Rights outstanding are
subject to adjustment from time to time to prevent dilution in the event of a
stock
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dividend, stock split or reverse stock split, or other recapitalization which
would change the number of shares of Common Stock outstanding.
At any time until the close of business on the Flip-In Date, the Board of
Directors may terminate the Rights without any payment to the holders thereof.
The Board of Directors may condition termination of the Rights upon the
occurrence of a specified future time or event.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable.
Any provisions of the Rights Agreement may be amended at any time prior to
the close of business on the Flip-In Date without the approval of holders of the
Rights, and thereafter, the Rights Agreement may be amended without approval of
the Rights holders in any way which does not materially adversely affect the
interests of the Rights holders.
A total of 500,000 shares of Preferred Stock will be reserved for issuance
upon exercise of the Rights.
Each fractional share of Preferred Stock will receive dividends at a rate
per whole share equal to any dividends (except dividends payable in Common
Stock) paid with respect to the Common Stock and, on a quarterly basis, an
amount per whole share equal to the excess of $1.00 over the aggregate dividends
per whole share of this Series during the immediately preceding three-month
period.
In the event of liquidation, the holder of each fractional share of
Preferred Stock will receive a preferred liquidation payment equal to the
greater of $1.00 per whole share or the per share amount paid in respect of a
share of Common Stock.
Each Unit of Preferred Stock will have one vote, voting together with the
Common Stock.
In the event of any merger, consolidation, statutory share exchange or
other transaction in which shares of Common Stock are exchanged, each Unit of
Preferred Stock will be entitled to receive the per share amount paid in respect
of each share of Common Stock.
The rights of holders of the Preferred Stock to dividends, liquidation and
voting, and in the event of mergers, statutory share exchanges and
consolidations, are protected by customary antidilution provisions.
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Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the economic value of one Unit of Preferred Stock that may be
acquired upon the exercise of each Right should approximate the economic value
of one share of Common Stock.
The Rights may have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company. However, the
Rights should not interfere with any merger, statutory share exchange or other
business combination approved by the directors since the Rights may be
terminated by the Board of Directors at any time on or prior to the close of
business ten business days after announcement by the Company that a person has
become an Acquiring Person. Thus, the Rights are intended to encourage persons
who may seek to acquire control of the Company to initiate such an acquisition
through negotiations with the Board of Directors. However, the effect of the
Rights may be to discourage a third party from making a partial tender offer or
otherwise attempting to obtain a substantial equity position in the equity
securities of, or seeking to obtain control of, the Company. To the extent any
potential acquirers are deterred by the Rights, the Rights may have the effect
of preserving incumbent management in office.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Company's Current Report on Form 8-K
dated June 23, 1998 and is incorporated herein by reference. The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
ITEM 2. EXHIBITS.
1. Shareholder Protection Rights Agreement, dated as of June 23, 1998,
between Premiere Technologies, Inc. and SunTrust Bank, Atlanta (which includes
as Exhibit A thereto the Form of Rights Certificate), incorporated herein by
reference to Exhibit 99.1 of the Form 8-K, dated June 23, 1998, of Premiere
Technologies, Inc.
2. Press release dated June 23, 1998, incorporated herein by reference to
Exhibit 99.2 of the Form 8-K, dated June 23, 1998, of Premiere Technologies,
Inc.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
PREMIERE TECHNOLOGIES, INC.
Date: June 24, 1998 By: /s/ Harvey A. Wagner
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Harvey A. Wagner
Executive Vice President Finance
and Administration and Chief
Financial Officer
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