UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
IN RE PREMIERE TECHNOLOGIES, ) CIVIL ACTION NO.
INC. SECURITIES LITIGATION ) 1:98-CV-1804-JOF
) Jury Trial Demanded
SECOND AMENDED CONSOLIDATED CLASS ACTION COMPLAINT
FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
AND THE SECURITIES EXCHANGE ACT OF 1934
INTRODUCTION
Plaintiffs and all others similarly situated, by and through their attorneys, allege the
following upon personal knowledge as to themselves, several allegations identified herein
and various allegations concerning the acquisition of Voice-Tel Enterprises, Inc., and
upon the investigation made by and through Plaintiffs' attorneys, which included, without
limitation, a review and analysis of the public filings by Premiere Technologies, Inc.
("Premiere" or "the Company"), with the Securities and Exchange Commission ("SEC"),
interviews with former officers and directors of the Company, articles in the financial
news media, press releases, and other publicly available information concerning the
Company. Plaintiffs believe further evidentiary support exists for the allegations set forth
herein after a reasonable opportunity for discovery.
NATURE OF ACTION
1. Plaintiffs bring this class action on behalf of all persons or entities (the "Class") who
purchased or otherwise acquired Premiere's common stock from February 11, 1997
through June 10, 1998, inclusive (the "Class Period"), including two subclasses. The
"Voice-Tel Subclass" consists of all persons who acquired their Premiere common stock
in connection with the purchase of their independent Voice-Tel Enterprises, Inc. ("Voice-
Tel") franchises by Premiere between April 1997 and June 1997 (represented by
Plaintiffs Paul Sandler and Elinor Ziv). The "Xpedite Subclass" consists of all of persons
who acquired their Premiere common stock in exchange for previously held shares of
Xpedite Systems, Inc. ("Xpedite") pursuant to a Registration Statement and a Joint Proxy
Statement/Prospectus attached thereto (the "Registration Statement") filed with the SEC
on or around January 28, 1998 (represented by Plaintiff Farley Katz). Plaintiffs seek, on
behalf of themselves and the Class and two Subclasses, to recover damages that
Defendants' violations of the federal securities laws caused them to suffer.
2. Defendants engaged in a common course of conduct to create and prolong the illusion
that the Company had adequate internal controls, organizational support, financial
stability and depth of management experience to manage and grow the business
relationships it had developed and to integrate new companies smoothly and quickly with
minimal impact on Premiere's existing business, while Defendants knew or recklessly
disregarded that the Company did not possess these things.
3. While Defendants touted the purported synergies and economies arising from the many
acquisitions of new companies by Premiere during the Class Period, they failed to reveal
SNIPPETS:
IN RE PREMIERE TECHNOLOGIES,) CIVIL ACTION NO.
INC. SECURITIES LITIGATION) 1:98-CV-1804-JOF
AND THE SECURITIES EXCHANGE ACT OF 1934
Plaintiffs and all others similarly situated, by and through their attorneys, allege the
rviews with former officers and directors of the Company, articles in the financial news media,
Plaintiffs bring this class action on behalf of all persons or entities who purchased or
The "Voice-Tel Subclass" consists of all persons who acquired their Premiere common stock in
Plaintiffs seek, on behalf of themselves and the Class and two Subclasses, to recover damages
Defendants engaged in a common course of conduct to create and prolong the illusion that the
During the Class Period, Defendants failed to disclose that the Company had inadequate
Premiere common stock in connection with the acquisition by Premiere of a "first wave" of
Both Plaintiffs Sandler and Ziv were named as plaintiffs representing the Voice-Tel Subclass
Plaintiffs Lewis, Sandler, Ziv, and Katz's signed certifications required by the Private
Premiere provides enhanced communications services including 800 number based services, voice
Jones") is, and has been, since the inception of the Company, Chairman of the Board and Chief
membership on the Company's Board of Directors, their ability to make public statements in
Premiere was followed by various analysts employed by brokerage firms who wrote reports that
issuer that has securities registered pursuant to Section 12 of the Exchange Act, such as
Scheduled to be rolled out in the first quarter of 1997, Orchestrate coordinates a variety of
Premiere should soon be in a position to begin developing a local access flatrate service
The acquired businesses will benefit from the increased financial flexibility, regional
Premiere now has the opportunity to achieve greater worldwide market penetration, not only
Publishing Premiere's financials for the third quarter of 1997 ending September 30, 1997, the
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