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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): February 27, 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 offices) (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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 27, 1997 (the "Effective Date"), Premiere Technologies, Inc.
(the "Company" or "Premiere"), Xpedite Systems, Inc. ("Xpedite") and Nets
Acquisition Corp. ("Acquisition Sub") consummated the merger (the "Merger") of
Xpedite with and into Acquisition Sub pursuant to which Xpedite became a wholly-
owned subsidiary of Premiere. The Merger was consummated in accordance with that
certain Agreement and Plan of Merger (the "Merger Agreement") dated as of
November 13, 1997 by and among, Premiere, Xpedite and Acquisition Sub.
Under the terms of the Merger Agreement, the Merger will result in the
issuance of approximately 10,985,000 shares of Premiere's common stock, par
value $0.01 per share (the "Premiere Common Stock"), to the stockholders of
Xpedite. Xpedite stockholders have the right to receive 1.165 shares of Premiere
Common Stock for each share of Xpedite common stock, par value $0.01 per share
(the "Xpedite Common Stock"), outstanding on the Effective Date. The exchange
ratio was determined by dividing $34.00 by the average of the daily last sale
prices ("Average Closing Price") for the shares of Premiere Common Stock for the
twenty consecutive trading days on which such shares were actually traded as
over-the-counter securities and quoted on the Nasdaq National Market (as
reported by the Wall Street Journal) ending at the close of trading on the
trading day immediately preceding the Effective Date (i.e., February 26, 1998).
The Average Closing Price was $29.18125. Based on the closing price of
Premiere's Common Stock on March 12, 1998 of $29.5625, the shares issued in the
Merger have a value of approximately $324.7 million. In addition, Premiere
converted existing Xpedite options and warrants into options and warrants to
acquire approximately 466,000 shares of Premiere Common Stock.
The Merger is expected to be accounted for as a pooling-of-interests and to
be tax free to the Xpedite shareholders for federal income tax purposes. Roy B.
Andersen, Jr., president of Xpedite, has joined Premiere's Board of Directors.
He will continue to serve as president and chief executive officer of Xpedite
and will be primarily responsible for its operations.
Approval of the issuance of the shares of Premiere Common Stock pursuant to
the Merger required the affirmative vote of a majority of Premiere's Common
Stock present and entitled to vote at the special meeting of the Premiere
shareholders held on February 27, 1998. As of the record date, January 23, 1998,
there were 33,966,198 shares of Premiere Common Stock outstanding and entitled
to vote at the special meeting. At the special meeting, 26,100,600 shares of
Premiere Common Stock were voted, with 25,942,749 shares voting in favor of the
issuance of the shares of Premiere Common Stock pursuant to the Merger.
Approval of the Merger required the affirmative vote of a majority of
Xpedite's Common Stock entitled to vote at the special meeting of Xpedite
shareholders held on February 27, 1998. As of the record date, January 23,
1998, there were 9,083,473 shares of Xpedite's Common Stock outstanding and
entitled to vote at the Xpedite special meeting. At the special meeting,
6,319,278 shares of Xpedite's Common Stock were voted, with 6,316,671 shares of
Xpedite's Common Stock voting in favor of the Merger.
Xpedite is a Delaware corporation that provides a wide range of computer
and fax based services focused primarily on high volume electronic distribution.
Xpedite delivers its document distribution services via fax or electronic mail
using its proprietary, private, world-wide document distribution network (the
"Xpedite Network") with points of presence in over 70 cities in over 29
countries. Premiere intends to use the acquired assets, including the Xpedite
Network, in the same or similar manner.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF THE BUSINESS ACQUIRED:
The financial statements required by this item will be filed by
amendment not later than 60 days after the date this initial report on
Form 8-K must be filed.
(B) PRO FORMA FINANCIAL INFORMATION:
The pro forma financial information required by this item will be
filed by amendment not later than 60 days after the date this initial
report on form 8-K must be filed.
(C) EXHIBITS.
2.1 Agreement and Plan of Merger dated as of November 13, 1997, including
exhibits thereto, by and among Premiere Technologies, Inc., Nets
Acquisition Corp. and Xpedite Systems, Inc. (filed as Annex A to the
Joint Proxy Statement/Prospectus filed as part of the Registrant's Form
S-4 Registration Statement (No. 333-41675) filed December 8, 1997, and
amended January 28, 1998, and incorporated herein by reference).
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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: March 13, 1998
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger dated as of November 13, 1997, including
exhibits thereto, by and among Premiere Technologies, Inc., Nets
Acquisition Corp. and Xpedite Systems, Inc. (filed as Annex A to the
Joint Proxy Statement/Prospectus filed as part of the Registrant's
Form S-4 Registration Statement (No. 333-41675) filed December 8, 1997,
and amended January 28, 1998, and incorporated herein by reference).
