<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-K/A
-----------------------
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[_] TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM_________TO__________
Commission file number 01-13577
PREMIERE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Georgia 59-3074176
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
3399 Peachtree Road, N.E.
THE LENOX BUILDING, SUITE 600
ATLANTA, GEORGIA 30326
(Address of principal executive offices)
(404)-262-8400
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference into Part III of this Form 10-K or any amendment to
this form 10-K. [_]
The aggregate market value of the Class A Common Stock held by non-
affiliates of the Registrant (assuming, for purposes of this calculation,
without conceding, that all executive officers and directors are "affiliates"),
was $1,503,320,197 at March 26, 1998, based on the closing sales price for the
Common Stock on such date, as reported by The Nasdaq Stock Market's National
Market.
The number of shares of registrant's Common Stock outstanding at
March 28, 1998 was 45,255,594.
---
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<PAGE>
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
CERTAIN INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the directors
and executive officers of the Company.
Name Age Position
- ---- --- --------
Boland T. Jones 38 Boland T. Jones, a founder of the
Company, has served as a Director and
Chief Executive Officer or President of
the Company since its inception in July
1991. Since September 1993, Mr. Jones
has served as the Chairman of the Board
of Directors. From 1986 until founding
the Company, Mr. Jones served as
Chairman, Chief Executive Officer and
President of American Network Exchange,
Inc., a diversified transmission
provider specializing in niche markets.
Mr. Jones's term as a director expires
in 2000.
Jeffrey A. Allred 44 Jeffrey A. Allred has served as
Executive Vice President of Strategic
Development of the Company since July
1997. From June 1996 until July 1997,
Mr. Allred was a partner in the Atlanta,
Georgia office of the law firm of Alston
& Bird LLP. From February 1992 until
June 1996, Mr. Allred was a partner in
the Atlanta, Georgia office of the law
firm of Nelson Mullins Riley &
Scarborough, L.L.P.
Roy B. Andersen, Jr. 49 Roy B. Andersen, Jr. serves as the
President and Chief Executive Officer of
Xpedite Systems, Inc. ("Xpedite"), a
subsidiary of the Company and, since
February 27, 1998, as a director of the
Company. Prior to Xpedite's acquisition
by Premiere on February 27, 1998, Mr.
Andersen served as President, Chief
Executive Officer and a Director of
Xpedite since its formation in July
1988. From February 1987 until July
1988, Mr. Andersen served as Executive
Vice President and Chief Operating
Officer of Electronic Courier Systems,
Inc. Mr. Andersen's term as a director
expires in 1999.
Patrick G. Jones 47 Patrick G. Jones has served as Senior
Vice President of Finance and Legal of
the Company since November 1995. Since
December 1995, Mr. Jones has also served
as the Company's Secretary. From
February 1993 until November 1995, Mr.
Jones was a partner in the Atlanta,
Georgia office of the law firm of Nelson
Mullins Riley & Scarborough, L.L.P. From
February 1989 until February 1993, Mr.
Jones was a partner in the Atlanta,
Georgia law firm of Long, Aldridge &
Norman.
George W. Baker, Sr. 63 George W. Baker, Sr. has been a Director
of the Company since the Company's
inception in July 1991. Since July 1988,
Mr. Baker has served as a Director,
President and Chief Executive Officer of
Taco Tico, Inc., a Wichita, Kansas based
franchisor of Mexican restaurants. Mr.
Baker's prior experience also includes
service on the Board of Directors of
Kentucky Fried Chicken Corporation, as
president of Kentucky Fried Chicken
Operating Company and as President,
Chief Executive Officer and shareholder
of Mr. Gatti's, Inc., a pizza restaurant
chain. Mr. Baker's term as a director
expires in 2000.
Raymond H. Pirtle, Jr. 57 Raymond J. Pirtle, Jr. has been a
Director of the Company since June 1997.
Mr. Pirtle has been managing director
and a member of the Board of Directors
of Equitable Securities Corporation
since February 1989. Prior to that date,
Mr. Pirtle was a general partner of J.C.
Bradford & Co. Mr. Pirtle is a member of
the Board of Directors of Sirrom Capital
Corporation, a publicly traded small
business investment company. Mr.
Pirtle's term as a director expires in
1999.
Mr. Eduard Mayer resigned as a director effective April 16, 1998.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership of such securities with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.
Officers, directors and greater than ten percent beneficial owners are required
by applicable regulations to furnish the Company with copies of all Section
16(a) forms they file.
The Company is required to describe in this report whether it has knowledge
that any person required to file such a report may have failed to do so in a
timely manner. In this regard, all of the Company's directors, all officers
subject to the reporting requirements and each beneficial owner of more than ten
percent of any class of the Company's Common Stock satisfied all applicable
filing requirements except for the following: Raymond H. Pirtle, Jr. failed to
timely file an initial report upon becoming a director in June of 1997 and
Jeffrey A. Allred failed to timely file an initial report upon becoming an
officer in July of 1997. The foregoing is based upon reports furnished to the
Company and, in some cases, written representations and information provided to
the Company by the persons required to make such filings.
ITEM 11. EXECUTIVE COMPENSATION AND OTHER INFORMATION.
SUMMARY COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain information concerning compensation
earned for services rendered in all capacities to the Company by (i) the
Company's Chairman and President and the two other most highly compensated
executive officers of the Company (determined as of December 31, 1997), who
represent the only other
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executive officers whose total annual salary and bonus exceeded $100,000 during
the year ended December 31, 1997, and (ii) D. Gregory Smith, who resigned as an
executive officer and director of the Company on September 4, 1997 (each person
listed in (i) and (ii) are hereinafter referred to as the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
------------------------------------------ COMPENSATION
OTHER ANNUAL SECURITIES All OTHER
NAME AND PRINCIPAL POSITION COMPENSATION UNDERLYING COMPENSATION
- --------------------------- YEAR SALARY BONUS $(1) ($)(2) OPTIONS (#) ($)(3)
---- ------ ---------- ------ ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Boland T. Jones............ 1997 213,429 - 0 - 16,500 250,000 75,681
Chairman of the Board of 1996 200,000 - 0 - 16,500 50,000 21,902
Directors and President 1995 175,450 126,128 52,415 1,464,000 24,359
Patrick G. Jones(5)........ 1997 157,188 - 0 - 12,000 50,000 2,683
Senior Vice President 1996 150,000 - 0 - 12,000 15,000 2,690
of Finance and Legal and 1995 25,000 - 0 - 2,000 246,000 1,066
Secretary
Jeffrey A. Allred (6)...... 1997 66,667 50,000 4,000 450,000 - 0 -
Executive Vice President
of Strategic Development
D. Gregory Smith (4)....... 1997 178,929 - 0 - 48,640 250,000 42,783
Former Executive Vice 1996 200,000 - 0 - 16,500 50,000 24,681
President, Assistant 1995 151,250 126,128 40,660 1,464,000 27,601
Secretary and
Director
</TABLE>
________________________
(1) Reflects bonuses paid pursuant to employment agreements with Messrs. Boland
T. Jones, Patrick G. Jones and D. Gregory Smith which provided for bonuses
calculated as a percentage of the Company's operating revenues and adjusted
earnings before interest and taxes as determined in accordance with such
employment agreements. These employment agreements were amended in November
1995. The officers waived their right to any such bonuses in 1996 and, in
connection therewith, received a grant of certain stock options. See "--
Option Grants in Last Fiscal Year." For Jeffrey A. Allred, for 1997,
$50,000 represents a signing bonus upon joining the Company.
(2) For Boland T. Jones, consists of: (i) for 1997, $12,000 paid related to
Mr. Jones' auto allowance and $4,500 of club dues paid on Mr. Jones'
behalf; (ii) for 1996, $4,500 of club dues paid on Mr. Jones' behalf and
$12,000 paid related to Mr. Jones' auto allowance; and (iii) for 1995,
$39,665 of initiation fees and club dues paid on Mr. Jones' behalf and
$12,750 paid related to Mr. Jones' auto allowance. For D. Gregory Smith,
consists of: (i) for 1997, $10,500 paid related to Mr. Smith's auto
allowance and $38,140 of club dues paid on Mr. Smith's behalf, (ii) for
1996, $4,500 of club dues paid on Mr. Smith's behalf and $12,000 paid
related to Mr. Smith's auto allowance; and (iii) for 1995, $27,910 of
initiation fees and club dues and $12,750 paid related to Mr. Smith's auto
allowance. For Patrick G. Jones, consists of: (i)
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for 1997 and 1996, $12,000 and $2,000 paid related to Mr. Jones' auto
allowance, respectively. For Jeffrey A. Allred, consists of $4,000 paid
related to Mr. Allred's auto allowance.
(3) For Boland T. Jones, consists of: (i) for 1997, $19,770 of premiums on
split dollar life insurance, $26,850 paid related to tax planning and
$29,061 paid related to personal aircraft usage (ii) for 1996, $20,370 of
premiums on split dollar life insurance, $877 of legal fees and $655 of
premiums paid on term life insurance; and (iii) for 1995, $18,440 of
premiums on split dollar life insurance, $4,245 of imputed interest on non-
interest bearing loans made by the Company to Mr. Jones, $1,019 for certain
estate planning expenses and $655 of premiums paid on term life insurance.
For D. Gregory Smith, consists of: (i) for 1997; $22,740 of premiums paid
on split dollar life insurance, $11,850 paid related to tax planning and
$8,193 paid related to personal aircraft usage; (ii) for 1996, $23,180 of
premiums paid on split dollar life insurance, $575 of legal fees and $926
of premiums paid on term life insurance; and (iii) for 1995, $21,080 of
premiums on split dollar life insurance, $4,529 of imputed interest on non-
interest bearing loans made by the Company to Mr. Smith, $1,066 for certain
estate planning expenses and $926 of premiums paid on term life insurance.
For Patrick G. Jones, consists of: (i) for 1997, $2,683 for premiums paid
on term life insurance; (ii) for 1996, $2,690 for premiums paid on term
life insurance; and (iii) for 1995, $1,066 for certain estate planning
expenses.
(4) Mr. Smith resigned as an executive officer and director of the Company on
September 4, 1997.
(5) Mr. Jones joined the Company as an executive officer on November 1, 1995.
(6) Mr. Allred joined the Company as an executive officer on July 24, 1997.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning each grant of stock
options to the Named Executive Officers during the year ended December 31, 1997.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
----------------------------------------------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE
SECURITIES OPTIONS AT ASSUMED ANNUAL
UNDERLYING GRANTED TO EXERCISE OR RATES OF STOCK PRICE
OPTIONS EMPLOYEES BASE PRICE EXPIRATION APPRECIATION FOR
GRANTED(1) IN FY ($/SH) DATE OPTION TERM(2)
---------- ---------- ----------- ---------- --------------------------
5%($) 10%($)
------ ------
NAME
- --------------------
<S> <C> <C> <C> <C> <C> <C>
Boland T. Jones..... 250,000 7.04% 24.50 12/31/02 1,692,500 3,740,000
D. Gregory Smith.... 250,000(3) 7.04% 24.50 12/31/02 1,692,500 3,740,000
Patrick G. Jones.... 50,000 1.41% 24.50 12/31/02 338,500 748,000
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Jeffrey A. Allred 450,000 12.68% 23.375 7/24/05 5,025,000 12,029,000
</TABLE>
(1) All options were granted at the market value on the date of grant as
determined by the Board of Directors.
(2) The dollar amounts under these calculations are the result of calculations
at the 5% and 10% rates set by the Securities and Exchange Commission (the
"Commission") and therefore are not intended to forecast possible future
appreciation, if any, of the price of the Company's Common Stock or the
present or future value of the options.
(3) All 250,000 options were cancelled effective September 4, 1997.
AGGREGATE OPTION EXERCISES AND YEAR END OPTION VALUES
The following table sets forth information concerning option exercises by
each of the Named Executive Officers during the year ended December 31, 1997,
and information concerning the value of unexercised options held by each of the
Named Executive Officers as of December 31, 1997.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FY-END OPTION VALUES
---------------------------------------------------
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
SHARES OPTIONS AT FY-END FY-END($)(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE# REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------ --------- ------------- ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Boland T. Jones 100,000 $ 2,597,710 1,523,624 480,000 $33,351,810 $12,489,600
D. Gregory Smith 893,624 20,140,430 360,000 -0- 9,365,400 -0-
Patrick G. Jones -0- -0- 225,000 80,000 4,455,458 2,051,600
Jeffrey A. Allred -0- -0- 150,000 300,000 637,500 1,275,000
</TABLE>
________________________
(1) These values have been calculated by subtracting the option exercise price
from the market price of the Common Stock on the date of exercise and
multiplying that figure by the total number of options exercised.
(2) These values have been calculated by subtracting the option exercise price
from the market price of the Common Stock on The Nasdaq Stock Market's
National Market on December 31, 1997, and multiplying that figure by the
total number of exercisable/unexercisable options.
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DIRECTORS' COMPENSATION
Directors are reimbursed for reasonable expenses incurred by them in
connection with their attendance at Board meetings. In addition, during 1996
each of Messrs. Baker, and Mayer were granted options to purchase 10,000 shares
of Common Stock at an exercise price of $19.375 per share, the market value on
the date of grant. The options vested on December 31, 1996. In 1997, Messrs.
Baker, Mayer and Pirtle were granted options to purchase 10,000 Shares of Common
Stock at an exercise price of $24.50 per Share, the market value on the date of
the grant, and such options vested on December 31, 1997. Mr. Mayer also was
granted options to purchase 50,000 Shares of Common Stock at an exercise price
of $16.750 per share, and such options vested on March 31, 1997.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements (the "Employment
Agreements") with Messrs. Boland T. Jones, D. Gregory Smith and Patrick G.
Jones. Each Employment Agreement provides for an employment term expiring
December 31, 1999. Under their respective Employment Agreements, Messrs. Boland
Jones, Smith and Patrick Jones were paid base annual salaries of $210,000,
$210,000 and $157,000, respectively, for the year ended December 31, 1997. Each
of the base salaries increase 5.0% each year, with additional increases, if any,
as set by the Board of Directors. Mr. Smith's Employment Agreement was
terminated effective November 29, 1997 in accordance with that certain Mutual
Release dated December 5, 1997 (the "Mutual Release") described below.
Under the Employment Agreements, each of these officers is also
eligible to receive bonus compensation based on the financial performance of the
Company. The amount of bonus compensation is calculated based on operating
revenues and the Company's adjusted net income before interest and taxes as
determined in accordance with the Employment Agreements ("Adjusted EBIT").
Pursuant to the Employment Agreements, Messrs. Boland Jones and Smith received
as a bonus (i) 0.25% of the Company's operating revenues plus (ii) 2.5% of
Adjusted EBIT for the year ended December 31, 1995, which amounted to a bonus of
$126,128 for both Messrs. Boland Jones and Smith, and beginning in 1996, Messrs.
Boland Jones and Smith were entitled to receive as a bonus 1.5% of Adjusted
EBIT. The changes in bonus arrangements beginning in 1996 for each of Messrs.
Boland Jones and Smith were effected in amendments to their Employment
Agreements entered into in November 1995. In conjunction with these amendments,
Messrs. Boland Jones and Smith were each granted options to acquire 1,440,000
shares of Common Stock at an exercise price of $1.61 per share which vest
ratably on November 5, 1996, 1997 and 1998, subject to accelerated vesting in
the event of a change in control of the Company or the termination by the
Company of the employment of Messrs. Boland Jones or Smith, respectively, for
any reason. Beginning in 1996, Patrick Jones was entitled to receive a bonus
based on Adjusted EBIT. In conjunction with entering into his Employment
Agreement, Patrick Jones was granted options to acquire 240,000 shares of Common
Stock at an exercise price of $1.61 per share, which vest ratably on October 31,
1996, 1997 and 1998. Bonuses payable to these executive officers will be
deferred if the net effect of the payment of the bonuses to such officers would
cause the Company to recognize a net loss for the year. The amount of any
deferred bonus will be paid in the next succeeding year in which the payment of
the deferred bonus, after the payment of the bonus for such year, would not
cause the Company to recognize a net loss. To date no bonus amounts have been
deferred. In July 1996, each of the these officers agreed to waive any rights to
bonuses otherwise due under
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the Employment Agreements for 1996. In connection with such waiver, Messrs.
Boland Jones, Smith, and Patrick Jones were granted options to acquire an
aggregate of 50,000, 50,000 and 15,000 shares of Common Stock, respectively, at
an exercise price of $18.50 per share, which was the market value of the Common
Stock on the date of grant, and such options vested on March 31, 1997.
The Employment Agreements provide that each of these executive
officers will not compete with the Company during the term of his employment and
for one year thereafter. The Company may not terminate these executive officer's
employment without cause. If either Messrs. Boland Jones or Patrick Jones
employment is terminated for any reason, these officers will be entitled to
severance compensation equal to two and one-half times his base salary in effect
on the date of termination; provided, however, if Mr. Patrick Jones' employment
is terminated for cause, then no severance compensation is required to be paid.
The Employment Agreements set the terms of certain stock options
granted to Messrs. Boland Jones and Patrick Jones and also permit these
executive officers to borrow funds from the Company for the exercise of options
and warrants and, with respect to Mr. Boland Jones, the payment of taxes related
to such options and warrants. Any such borrowings must be secured by shares
acquired upon the exercise of the options and warrants, and the net proceeds
from the sale of any such shares must be applied to the outstanding principal
and interest owed to the Company. Each of these executive officers will
immediately vest in all such options upon a change in control of the Company. In
addition, Mr. Boland Jones will immediately vest in all such options if the
Company terminates his employment for any reason.
In accordance with the Mutual Release, the Company and Mr. Smith
acknowledged that Mr. Smith resigned as an officer and director of the Company,
effective September 4, 1997, and as an employee, officer and director of
Premiere Communications, Inc., effective November 29, 1997. The Company and Mr.
Smith agreed that Mr. Smith would retain 360,000 of the 480,000 options to
acquire shares of Common Stock previously granted to Mr. Smith and which were
attributable to Mr. Smith's services to the Company for 1997. Mr. Smith waived
any right to the remaining 120,000 options attributable to his services to the
Company for 1997 and the 250,000 options granted in June 1997 and agreed that
such options were cancelled. In addition, Mr. Smith agreed to comply with
certain restrictive covenants in his Employment Agreement. The Mutual Release
also provided that the Company and Mr. Smith each released the other from any
and all claims they have or may have against one another.
In connection with the merger With Xpedite, Mr. Andersen's existing
employment agreement with Xpedite continued in full force and effect. Under the
terms of Mr. Andersen's agreement with Xpedite, he is entitled to receive an
annual base salary in an amount equal to $130,000, or such greater amount as may
be fixed by the Board of Directors. As of December 31, 1996, Mr. Andersen
received a base salary of $275,000. The agreement also provides that Mr.
Andersen may receive a bonus at the discretion of the Board of Directors. Mr.
Andersen's employment agreement, entered into as of October 1, 1988, was
automatically renewed for two years on September 30, 1997.
Mr. Andersen's employment agreement prohibits him from competing with
Xpedite for a period of one year after termination of employment. His agreement
also provides that in the event he is unable, as a result of mental
or physical incapacity, to perform his duties on behalf of Xpedite, his
participation in Xpedite's benefit plans will continue for six months after such
incapacity occurs. Mr. Andersen's agreement also provides that upon the
termination of such agreement by Xpedite under certain circumstances, or upon
the termination of such agreement by Mr. Andersen under certain circumstances
(including upon a change in control of Xpedite), the executive will continue to
receive the benefits provided for under his agreement as well as payments of
salary and bonus, for a specified period following termination of employment.
Such agreement also provides for a monthly car allowance.
In connection with the merger with Xpedite, each outstanding option
to acquire Xpedite common stock held by Mr. Andersen was converted into the
right to acquire Premiere Common Stock and Premiere agreed to assume the terms
of these stock options, except that (i) Premiere and its Compensation Committee
will administer the stock option plans and (ii) the number of shares subject to
the options and the exercise price were adjusted based upon the exchange ratio
utilized in the merger. In addition, in order to facilitate Mr. Andersen's
retention, the Company agreed to pay a "stay bonus" of $530,000 which vests and
is payable as follows: $176,666 as of February 27, 1998, $176,000 on the 91st
day after February 27, 1998 and $176,667 on the 121st day after February 27,
1998. The Company is not required to pay these bonus amounts if Mr. Andersen
terminates his employment without "good reason" or if he is terminated for
"cause." On March 2, 1998, Mr. Andersen was also granted stock options to
acquire 583,000 shares of the Company's Common Stock at an exercise price of
$29.25 per share. These options vest ratably over a four year period and expire
March 2, 2007.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of April 15, 1998 certain
information concerning ownership of shares of Common Stock by: (i) persons who
are known by the Company to own beneficially more than 5% of the outstanding
shares of Common Stock; (ii) each director of the Company; (iii) each Named
Executive Officer of the Company; and (iv) all directors and executive officers
of the Company as a group.
<TABLE>
<CAPTION>
BENEFICIAL PERCENTAGE
OWNERSHIP OF OF CLASS
NAME OF BENEFICIAL OWNER COMMON STOCK(1)(2) OUTSTANDING
- ------------------------ ------------------ -----------
<S> <C> <C>
Boland T. Jones.............................................. 3,601,098(3) 7.70%
3399 Peachtree Road, N.E.
The Lenox Building, Suite 600
Atlanta, Georgia 30326
D. Gregory Smith............................................. 1,763,814(4) 3.87%
1907 Oakmont Avenue
Tampa, Florida 33629
George W. Baker, Sr.......................................... 130,832(5) *
Raymond H. Pirtle, Jr. ...................................... 60,000(6) *
Roy B. Anderson, Jr. ........................................ 395,175(7) *
Patrick G. Jones............................................. 490,728(8) *
Jeffrey A. Allred............................................ 146,900(9) *
All current executive officers and directors as a group
(6 persons).................................................. 4,824,733(10) 10.2%
____________________
* Less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission that deem shares to be beneficially
owned by any person who has or shares voting or investment power with
respect to such shares. Shares of Premiere Common Stock subject to warrants
or options that are currently exercisable or exercisable within 60 days of
December 31, 1997 are deemed to be outstanding and to be beneficially owned
by the person holding such warrants or options for the purpose of computing
the percentage ownership of such person but are not treated as outstanding
for the purpose of computing the percentage ownership of any other person.
(2) Based upon shares owned as of April 15, 1997.
(3) Includes 1,932,594 shares held of record by Mr. Jones and 1,523,624 shares
subject to warrants or options exercisable immediately or which become
exercisable within 60 days, 590 shares held of record by Mr. Jones' wife
for which Mr. Jones holds the right to vote pursuant to an irrevocable
proxy granted by Mrs. Jones to Mr. Jones, and 144,290 shares held of record
by 22 stockholders for which Mr. Jones holds the right to vote pursuant to
irrevocable proxies granted by such stockholders to Mr. Jones.
(4) Includes 1,403,814 shares held of record by Mr. Smith and 360,000 shares
subject to options or warrants which are immediately exercisable.
(5) Includes 110,832 shares held of record by Mr. Baker and 20,000 shares
subject to warrants or options exercisable immediately or which become
exercisable within 60 days. Does not include 44,000 shares held of record
by Mr. Baker's wife as to which shares Mr. Baker disclaims beneficial
ownership.
(6) Includes 50,000 shares held in a 401(k) plan for the benefit of Mr. Pirtle
and 10,000 shares subject to warrants or options exercisable immediately or
which become exercisable within 60 days.
(7) Includes 249,300 shares held of record by Mr. Andersen and 145,875 shares
subject to options exercisable immediately or which become exercisable
within 60 days.
(8) Includes 10,028 shares held of record by Mr. Jones, 208,000 shares subject
to warrants or options exercisable immediately or which become exercisable
within 60 days and 272,700 shares owned by six trusts of which Mr. Jones is
the sole trustee.
(9) Consists of 146,900 shares subject to warrants or options exercisable
immediately or which become exercisable within 60 days.
(10) Includes 2,054,399
shares subject to warrants or options exercisable
immediately or which become exercisable within 60 days.
</TABLE>
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<PAGE>
ITEM 13. CERTAIN RELATIONS AND RELATED TRANSACTIONS.
In November 1995, the Company loaned Patrick G. Jones $90,000 in connection
with Mr. Jones' transition from his previous employer to the Company. This
unsecured loan was evidenced by a promissory note bearing interest at 6.11%, the
interest on which was payable beginning in November 1997 and continuing each
year until November 1999. This loan and accrued interest were forgiven in
January 1998.
In December 1997, Boland T. Jones exercised an option to purchase 100,000
shares of the Company's common stock at an exercise price of $0.27 a share. In
December 1997, the Company loaned Boland T. Jones $973,000 to pay federal and
state income taxes associated with the exercise of these stock options. This
loan is evidenced by a recourse promissory note bearing interest at 6.0%, which
is secured by a pledge of the common stock acquired upon the exercise of the
options. All principal and accrued interest are to be paid in December 2007.
Jeffrey A. Allred was a partner of the law firm of Alston & Bird LLP from
June 1996 until joining the Company in July 1997. Alston & Bird LLP rendered
legal services to the Company and its subsidiaries in 1997 and is expected to
render services to the Company and its susidiaries in 1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1997, the members of the Compensation Committee were George W.
Baker, Sr. and Eduard J. Mayer. Neither member of the Compensation Committee has
ever been an employee of the Company. Mr. Baker is Boland T. Jones'
father-in-law.
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<PAGE>
ITEM 14.
(b) The Registrant has filed the following reports on Form 8-K during the
fourth quarter of 1997:
Current Report on Form 8-K dated November 13, 1997, filed on financial
information. December 15, 1997 pursuant to Item 5 of Form 8-K, reporting
the agreement and plan of merger with Xpedite Systems, Inc., and pursuant
to Item 7 of Form 8-K reporting the following financial statements of
business to be acquired and pro-forma financial information.
(1) Consolidated financial statements of Xpedite Systems, Inc.
(2) Consolidated financial statements of Xpedite Systems Limited
(3) Consolidated financial statements of Premiere Technologies, Inc.
(4) Unaudited Pro Forma Condensed Combined Financial Information to
reflect the pending acquisition of Xpedite Systems, Inc.
Amended Current Report on Form 8-K/A dated November 13, 1997, filed on
December 23, 1997, pursuant to Item 7 of Form 8-K, amending an exhibit.
(c) Exhibits
(d) Financial Statement Schedule
See Item 14(a) above.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on April 21, 1998.
PREMIERE TECHNOLOGIES INC.
By: /s/ Patrick G. Jones
--------------------
Patrick G. Jones
Senior Vice President of
Finance and Legal
