ATLANTA, GA, August 07, 2003 - Ptek Holdings, Inc. (NASDAQ: PTEK) announced today the pricing of its pending unregistered offering of $75 million of 5.0% five-year convertible subordinated notes due 2008, to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act (the "Offering").
The notes will be convertible under certain circumstances into the Company's common stock, $.01 par value, at a conversion rate of 149.3786 shares per $1,000.00 principal amount of notes (equal to an initial conversion price of approximately $6.69 per share), subject to adjustment in certain circumstances. The closing of the Offering is expected to occur on or around August 12, 2003.
The Company has granted the initial purchasers of the notes a 30-day option to purchase up to an additional $10 million principal amount of the notes. The Company intends to use the net proceeds from the Offering, which are expected to be approximately $71.9 million ($81.7 million if the initial purchaser's option is exercised in full), to repurchase in the open market or redeem a portion of its existing 5¾% convertible subordinated notes due 2004.
The notes and the common stock issuable upon conversion of the notes have not been registered under the Securities Act or the securities laws of any state, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About Ptek Holdings, Inc.
Ptek Holdings, Inc. is a leading provider of innovative business, data and group communications services for global enterprises. Companies use our audio and data conferencing solutions to conduct group meetings and presentations over the phone or Web. We also enable our customers to process and deliver large quantities of individualized, business critical information, such as electronic statements and invoices, financial transaction and travel confirmations, and drug prescriptions, via our global ASP platform. Ptek serves companies in nearly every business sector, including healthcare, technology, publishing, financial services, travel and hospitality. Our services are marketed under the Premiere Conferencing and Xpedite® brand names.
Ptek Holdings' corporate headquarters is located at 3399 Peachtree Road NE, Suite 700, Atlanta, GA 30326. Additional information can be found at www.ptek.com.
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Forward-looking and cautionary statements
Statements made in this press release, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties. Such forward-looking statements are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and are made based on management's current expectations or beliefs as well as assumptions made by, and information currently available to, management. A variety of factors could cause actual results to differ materially from those anticipated in Ptek's forward-looking statements, including, but not limited to, the following factors: technological change; the development of alternatives to our services; our ability to manage our growth; integration of acquired companies; possible adverse effects on our financial condition if we are unable to retain IBM as a customer at the levels currently forecasted; possible adverse results of pending or future litigation or infringement claims; service interruptions; competitive pressures, including pricing pressures; general domestic and international economic, business or political conditions; legislative or regulatory changes; increased financial leverage; our dependence on our subsidiaries for cash flow; and other factors described from time to time in our press releases, reports and other filings with the SEC, including but not limited the "Risk Factors Affecting Future Performance" section of our Annual Report on Form 10-K for the year ended December 31, 2003. All forward-looking statements attributable to us or a person acting on our behalf are expressly qualified in their entirety by this cautionary statement.