<PAGE>
As filed with the Securities and Exchange Commission on May 28, 1999.
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________
PREMIERE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia 59-3074176
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
3399 Peachtree Road, N.E., The Lenox Building, Suite 600, Atlanta, Georgia
30326, (404)262-8400
(Address, including zip code, and telephone number of principal executive
offices)
PREMIERE TECHNOLOGIES, INC. AMENDED AND RESTATED 1998 STOCK PLAN
PREMIERE TECHNOLOGIES, INC. ASSOCIATE STOCK PURCHASE PLAN
PREMIERE TECHNOLOGIES, INC. STOCK OPTION AGREEMENTS
(Full Title of the Plans)
Boland T. Jones
Chairman of the Board of Directors
and Chief Executive Officer
Premiere Technologies, Inc.
3399 Peachtree Road, N.E.
The Lenox Building, Suite 600
Atlanta, Georgia 30326
(404) 262-8400
(Name, address, and telephone number, including area code, of agent for service)
<TABLE>
<S> <C>
Copies to: Copies to:
Harvey A. Wagner Joel J. Hughey, Esq.
Executive Vice President of Finance Alston & Bird LLP
and Administration and Chief Financial Officer One Atlantic Center,
Premiere Technologies, Inc. 1201 West Peachtree Street
3399 Peachtree Road, N.E., The Lenox Building, Suite 600 Atlanta, Georgia 30309-3424
Atlanta, Georgia 30326 (404) 881-7000
(404) 262-8400
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered Be Registered(1) Offering Price Aggregate Registration Fee
Per Share Offering Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value (including rights to purchase 6,000,000 $ 15.5157(2) $ 93,093,900 $ 25,881
shares of Series C Junior Participating Preferred Stock)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value (including rights to purchase 1,000,000 $ 15.5157(2) $ 15,515,700 $ 4,314
shares of Series C Junior Participating Preferred Stock)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock; $.01 par value (including rights to purchase 300,000 $ 5.50(3) $ 1,650,000 $ 459
shares of Series C Junior Participating Preferred Stock)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock; $.01 par value (including rights to purchase 100,000 $ 5.50(3) $ 550,000 $ 153
shares of Series C Junior Participating Preferred Stock)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock; $.01 par value (including rights to purchase 150,000 $ 5.50(3) $ 825,000 $ 230
shares of Series C Junior Participating Preferred Stock)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock; $.01 par value (including rights to purchase 100,000 $ 7.063(3) $ 706,300 $ 197
shares of Series C Junior Participating Preferred Stock)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock; $.01 par value (including rights to purchase 100,000 $ 7.063(3) $ 706,300 $ 197
shares of Series C Junior Participating Preferred Stock)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock; $.01 par value (including rights to purchase 100,000 $ 7.063(3) $ 706,300 $ 197
shares of Series C Junior Participating Preferred Stock)
- ------------------------------------------------------------------------------------------------------------------------------------
Total 7,850,000 $ -- $113,753,000 $31,628
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Consists of shares of the registrant's Common Stock that may be issued
pursuant to options that may be granted under the Premiere Technologies,
Inc. Amended and Restated 1998 Stock Plan, the Premiere Technologies,
Inc. Associate Stock Purchase Plan, and certain Stock Option Agreements
by and between the registrant and certain of its employees (collectively,
the "Plans"). This Registration Statement also covers any additional
shares that may hereafter become issuable as a result of the adjustment
and anti-dilution provisions of the Plans.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457, paragraphs (h) and (c), based on the average of
the high and low prices of the Common Stock reported on the National
Association of Securities Dealers automated quotation system on May 25,
1999.
(3) Determined for purposes of calculating the registration fee in accordance
with Rule 457(h) and based upon the exercise price at which such
outstanding options to purchase shares of the Common Stock may be
exercised.
<PAGE>
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference into this
Registrant Statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed with the Securities and Exchange Commission (the
"Commission") on March 31, 1999, as amended by the Company's Form 10-K/A filed
with the Commission on April 1, 1999;
(2) the Company's Current Report on Form 8-K dated February 17, 1999 and
filed with the Commission on March 4, 1999, as amended by the Company's Current
Report on Form 8-K/A filed with the Commission filed on May 3, 1999, as further
amended by the Company's Current Report on Form 8-K/A filed with the Commission
filed on May 5, 1999;
(3) the Company's Quarterly Report on Form 10-Q/A for the quarter ended
September 30, 1998, filed with the Commission on May 13, 1999;
(4) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, filed with the Commission on May 17, 1999, as amended by the
Company's Form 10-Q/A filed with the Commission on May 27, 1999;
(5) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, declared effective on March 1,
1996, and any amendment or report filed for the purpose of updating any such
description;
(6) the description of the rights to purchase shares of the Company's
Series C Junior Participating Preferred Stock contained in the Company's
Registration Statement on Form 8-A, filed with the Commission on June 26, 1998,
and any amendment or report filed for the purpose of updating any such
description; and
(7) the information set forth in the Company's Proxy Statement, as
revised, under the heading "Security Ownership of Certain Beneficial Owners and
Management," the sub-headings "Nominees For Directors" and "Incumbent Directors
and Executive Officers," and the heading "Executive Compensation and Other
Information," but excluding the information under the sub-headings "Compensation
Committee Report" and "Performance Graphs," as filed with the Commission on
Schedule 14A on April 30, 1999, as revised on May 14 and May 19, 1999.
All other documents subsequently filed by the registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this registration statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
II-1
<PAGE>
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement. Subject to
the foregoing, all information appearing in this registration statement is
qualified in its entirety by the information appearing in the documents
incorporated by reference.
Item 4. Description Of Securities.
Not applicable.
Item 5. Interests Of Named Experts And Counsel.
Not applicable.
Item 6. Indemnification Of Directors And Officers
The Georgia Business Corporation Code permits a corporation to eliminate
or limit the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of duty of care or other duty as a
director, provided that no provision shall eliminate or limit the liability of a
director: (i) for an appropriation, in violation of his duties, of any business
opportunity of the corporation; (ii) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (iii) for unlawful
corporate distributions; or (iv) for any transaction from which the director
received an improper personal benefit. This provision relates only to breaches
of duty by directors in their capacity as directors (and not in any other
corporate capacity as officers) and limits liability only for breaches of
fiduciary duties under Georgia corporate law (and not for violation of other
laws, such as the federal securities laws). The registrant's Articles of
Incorporation, as amended, exonerate the Company's directors from monetary
liability to the extent described above.
In addition to such rights as may be provided by law, the registrant's
Bylaws, as amended, provide broad indemnification rights to the registrant's
directors and such officers, employees and agents as may be selected by such
directors, with respect to various civil and criminal liabilities and losses
which may be incurred by such director, officer, agent or employee pursuant to
any pending or threatened litigation or other proceedings, except that such
indemnification does not apply in the same situations described above with
respect to the exculpation from liability of the registrant's directors. The
registrant is also obligated to reimburse such directors and other parties for
expenses, including legal fees, court costs and expert witness fees, incurred by
such person in defending against any such liabilities and losses, as long as
such person in good faith believes that he or she acted in accordance with the
applicable standard of conduct with respect to the underlying accusations giving
rise to such liabilities or losses and agrees to repay to the registrant any
advances made under the Bylaws. Any amendment or other modification to the
Bylaws which limit or otherwise adversely affects the rights to indemnification
currently provided therein shall apply only to proceedings based upon actions
and events occurring after such amendment and delivery of notice thereof to the
indemnified parties. Such amendments can only be made upon the affirmative vote
of (i) the holders of at least 75% of the shares entitled to vote or alter,
amend or repeal the provisions of the Bylaws or (ii) a majority of the Board of
Directors present at the meeting at which the votes are taken.
II-2
<PAGE>
The registrant has entered into separate indemnification agreements with
each of its directors and certain of its officers and employees, whereby the
registrant agreed, among other things, to provide for indemnification and
advancement of expenses in a manner and subject to terms and conditions similar
to those set forth in the Bylaws. These agreements may not be abrogated by
action of the shareholders. In addition, the registrant holds an insurance
policy covering directors and officers under which the insurer agrees to pay,
subject to certain exclusions, for any claim made against the directors and
officers of the registrant for a wrongful act that they may become legally
obligated to pay or for which the registrant is required to indemnify the
directors or officers.
The registrant believes that the above protections are necessary in order
to attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits included as part of this registration statement are as
follows:
II-3
<PAGE>
Exhibit Number Description
-------------- -----------
4.1 Articles of Incorporation of the registrant, as amended
(incorporated herein by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended June 30, 1998, filed with the Commission on August 14,
1998).
4.2 Amended and Restated Bylaws of the registrant, as amended
(incorporated herein by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q/A for the Quarter
Ended March 31, 1999, filed with the Commission on May 27,
1999).
4.3 Shareholder Protection Rights Agreement, dated June 23,
1998, between the Company and SunTrust Bank, Atlanta, as
Rights Agent (incorporated herein by reference to Exhibit
99.1 to the Registrant's Current Report on Form 8-K dated
June 23, 1998, filed with the Commission on June 26, 1998).
5.1 Opinion of Alston & Bird LLP, counsel to the registrant, as
to the legality of the securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Alston & Bird LLP (included in Exhibit 5.1
above).
24.1 Power of Attorney (contained on the signature pages of this
registration statement at p. II-7).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
II-4
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the registrant's Articles of
Incorporation, Bylaws or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 27 day of May,
1999.
PREMIERE TECHNOLOGIES, INC.
By: /s/ Boland T. Jones
---------------------------------
Boland T. Jones
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Boland T. Jones and Harvey A. Wagner, and
each of them, as true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all which said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do, or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Boland T. Jones Chairman of the Board and May 27, 1999
- --------------------------- Chief Executive Officer
Boland T. Jones (Principal Executive Officer) and Director
/s/ Harvey A. Wagner Executive Vice President of Finance May 27, 1999
- --------------------------- and Administration and Chief Financial Officer
Harvey A. Wagner (Principal Financial and Accounting Officer)
/s/ George W. Baker, Sr. Director May 27, 1999
- ---------------------------
George W. Baker, Sr.
</TABLE>
II-6
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Raymond H. Pirtle, Jr.
- --------------------------- Director May 27, 1999
Raymond H. Pirtle, Jr.
/s/ Roy B. Andersen, Jr.
- --------------------------- Director May 27, 1999
Roy B. Andersen, Jr.
/s/ William P. Payne
- --------------------------- Vice Chairman and May 27, 1999
William P. Payne and Director
/s/ Jeffrey A. Allred
- --------------------------- President and Chief Operating Officer May 27, 1999
Jeffrey A. Allred and Director
/s/ Jackie M. Ward
- --------------------------- Director May 27, 1999
Jackie M. Ward
/s/ Jeffrey T. Arnold
- --------------------------- Director May 27, 1999
Jeffrey T. Arnold
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Articles of Incorporation of the registrant, as amended
(incorporated herein by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 1998, filed with the Commission
on August 14, 1998).
4.2 Amended and Restated Bylaws of the registrant, as
amended (incorporated herein by reference to Exhibit
3.1 to the Registrant's Quarterly Report on Form 10-Q/A
for the Quarter Ended March 31, 1999, filed with the
Commission on May 27, 1999).
4.3 Shareholder Protection Rights Agreement, dated June 23,
1998, between the Company and SunTrust Bank, Atlanta,
as Rights Agent (incorporated herein by reference to
Exhibit 99.1 to the Registrant's Current Report on Form
8-K dated June 23, 1998, filed with the Commission on
June 26, 1998).
5.1 Opinion of Alston & Bird LLP, counsel to the
registrant, as to the legality of the securities being
registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Alston & Bird LLP (included in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature pages of
this registration statement at p. II-7).
</TABLE>
<PAGE>
Exhibit 5.1
[Letterhead of Alston & Bird LLP]
May 28, 1999
Premiere Technologies, Inc.
3399 Peachtree Road, N.E.
The Lenox Building
Suite 600
Atlanta, Georgia 30326
Re: Form S-8 Registration Statement
Premiere Technologies, Inc. Amended and Restated 1998 Stock Plan
Premiere Technologies, Inc. Associate Stock Purchase Plan
Premiere Technologies, Inc. Stock Option Agreements
Ladies and Gentlemen:
This opinion is given in connection with the filing by Premiere
Technologies, Inc., a Georgia corporation (the "Company"), of a registration
statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, in connection
with the registration of 7,850,000 shares (the "Shares") of the $.01 par value
Common Stock of the Company (the "Common Stock") that may be sold or issued
pursuant to the Premiere Technologies, Inc. Amended and Restated 1998 Stock
Plan, the Premiere Technologies, Inc. Associate Stock Purchase Plan, and upon
the exercise of options granted to six (6) individuals under employee stock
option agreements, as referenced in a certificate of the Secretary of the
Company of even date hereof (the "Secretary's Certificate"). This opinion is
rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
We have examined such corporate records and documents as we deemed relevant
and necessary in order to enable us to give the opinion set forth herein,
including the Articles of Incorporation, as amended, and the Amended and
Restated Bylaws of the Company, as amended, resolutions of the Board of
Directors of the Company authorizing the actions to be taken, and certificates
of officers of the Company.
In conducting our examination we assumed the genuineness of all signatures;
the legal capacity of all natural persons; the authenticity of all documents
submitted to us as originals; that with respect to the issuance of any of the
Shares, the Company shall have sufficient authorized and unissued shares of
Common Stock available at the time of such issuance; that any required
consideration to be received for the issuance of any of the Shares is in fact
received by the Company prior to such issuance; the conformity to original
documents of all documents submitted to us as certified or photostatic copies;
that the Shares will be issued in accordance with the current terms of the
applicable plans and the current terms of the resolutions of the Board of
Directors authorizing the issuance of the Shares; and that the relevant
provisions of the Articles of Incorporation and Bylaws of the Company and the
Georgia Business Corporation Code in effect at the time of issuance of any of
the Shares will not differ in any relevant respect from the relevant provisions
of the Articles of Incorporation and Bylaws of the Company and the Georgia
Business Corporation Code in effect as of the date of this opinion.
<PAGE>
Based upon the foregoing, we are of the opinion that the Shares, when sold
or issued pursuant to the Premiere Technologies, Inc. Amended and Restated 1998
Stock Plan, or the Premiere Technologies, Inc. Associate Stock Purchase Plan or
upon the exercise of options granted to the individuals identified in the
Secretary's Certificate will be legally issued, fully paid and nonassessable
under the provisions of the Georgia Business Corporation Code.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing therein.
Sincerely,
ALSTON & BIRD LLP
By: /s/
-------------------------------
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated March
15, 1999 included in Premiere Technologies, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1998 as amended by Form 10-K/A dated April 1,
1999.
/s/ Arthur Andersen LLP
- -----------------------------
Atlanta, Georgia
May 27, 1999
