<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 17, 1999
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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
Background
On February 17, 1999, Premiere Technologies, Inc. (the "Company") announced
that as a result of discussions with the Office of the Chief Accountant of the
Securities and Exchange Commission (the "Commission"), the Company is required
to discontinue accounting for its February 1998 acquisition of Xpedite Systems,
Inc. ("Xpedite Systems") as a pooling-of-interests and to account for such
acquisition under the purchase method of accounting. The Office of the Chief
Accountant of the Commission determined that the Company's post-merger share
repurchase program, completed in September 1998, was not implemented in
accordance with pooling requirements, although no questions were raised
regarding the propriety of the original accounting of the merger with Xpedite
Systems. The Company previously disclosed this information under Item 5 of its
Current Report on Form 8-K dated February 17, 1999 and filed with the Commission
on March 4, 1999 (the "March 8-K").
Prior Reports on Form 8-K Related to Consummation of the Merger with Xpedite
Systems
The Company previously reported the merger with Xpedite Systems under Item
2 in its Current Report on Form 8-K filed with the Commission on March 13, 1998.
Subsequently, the Company filed a Current Report on Form 8-K/A with the
Commission on April 13, 1998 to include (a) the Consolidated Financial
Statements of Xpedite Systems for the years ended December 31, 1997, 1996 and
1995 as Exhibit 99.4 in satisfaction of Item 7(a) of Form 8-K-"Financial
Statements of the Business Acquired" and (b) the Company's Supplemental
Consolidated Financial Statements on Exhibit 99.1 in satisfaction of Item 7(b)
of Form 8-K-"Pro Forma Financial Information."
In connection with the March 8-K, the Company determined to comply with
Item 7 of Form 8-K and referred to the financial statements of Xpedite Systems
previously filed and made an undertaking to file the pro forma financial
information required by Item 7(b) of Form 8-K not later than 60 days after the
date the initial report on Form 8-K was filed.
This Current Report on Form 8-K/A is filed to include certain pro forma
financial information required by Item 7(b) to be filed by amendment within 60
days after the filing date of the March 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
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The Consolidated Financial Statements of Xpedite Systems, Inc. for the
years ended December 31, 1997, 1996 and 1995 were previously filed as Exhibit
99.4 to the Company's Current Report on Form 8-K/A filed with the Commission on
April 13, 1998.
(b) Pro Forma Financial Information
The pro forma financial information required by this item is attached
hereto as Exhibit 99.1.
(c) Exhibits
99.1 Pro Forma Financial Statements
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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/ Harvey A. Wagner
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Harvey A. Wagner
Executive Vice President of
Finance and Administration and
Chief Financial Officer
Dated: May 3, 1999
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EXHIBIT INDEX
99.1 Pro Forma Financial Statements
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Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information gives effect to
Premiere Technologies, Inc.'s ("Premiere" or the "Company") merger (the
"Merger") with Xpedite Systems, Inc. ("Xpedite") as though such transaction
occurred on January 1, 1997. The Company and Xpedite entered into a definitive
merger agreement on November 13, 1997. Under the terms of the merger agreement,
the Company exchanged its common shares for Xpedite's using an exchange ratio of
1.165 which valued Xpedite's shares at $34.00 per share and the Company's shares
at $29.18 per share, its average trading price for the 20 trading days preceding
the date on which Xpedite stockholders voted on the Merger.
Certain income statement amounts in the proforma financial information of
Xpedite have been reclassified to conform with the unaudited pro forma combined
financial information presentation and disclosure practices of Premiere.
The unaudited pro forma condensed combined financial information is presented
for illustrative purposes only and is not necessarily indicative of the
financial position or results of operations that would have actually been
reported had the acquisitions of Xpedite occurred at the beginning of the
periods presented nor is it indicative of future financial position or results
of operations. The unaudited pro forma combined financial information is based
on the respective historical financial statements for Premiere and Xpedite and
should be read in conjunction with the respective historical financial
statements incorporated by reference herein.
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PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Adjustments Premiere/
Historical Historical Xpedite Xpedite
Premiere Xpedite Acquisition Merger
<S> <C> <C> <C> <C>
Revenues $229,352 $166,153 - $ 395,505
Costs of service 63,974 63,576 - 127,550
-------- -------- -------- ---------
Gross Profit 165,378 102,577 - 267,955
Operating Expenses:
Selling, general and administrative 101,308 68,983 - 170,291
Depreciation and amortization 17,074 11,289 73,172 (A) 101,535
Restructuring, merger costs and other special charges 73,597 16,502 - 90,099
Accrued settlement costs 1,500 150 - 1,650
-------- -------- -------- ---------
Total operating expenses 193,479 96,924 73,172 363,575
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Operating loss (28,101) 5,653 (73,172) (95,620)
Other income (expense):
Interest, net (912) (2,546) - (3,458)
Other, net 226 411 - 637
-------- -------- -------- ---------
Total other income (expense) (686) (2,135) - (2,821)
-------- -------- -------- ---------
Loss before income taxes (28,787) 3,518 (73,172) (98,441)
Income tax provision (benefit) (3,412) 1,407 (7,000) (B) (9,005)
-------- -------- -------- ---------
Net loss before extraordinary item (25,375) 2,111 (66,172) (89,436)
Extraordinary item - 577 - 577
-------- -------- -------- ---------
Net loss $(25,375) $ 1,534 $(66,172) $ (90,013)
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Basic net loss per share (0.78) $ 0.17 $ (2.07)
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Diluted net loss per share (0.78) $ 0.17 $ (2.07)
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Weighted average shares outstanding:
Basic 32,443 8,994 1,992 43,429
Diluted 32,443 8,994 1,992 43,429
</TABLE>
