As filed with the Securities and Exchange Commission on March 20, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SYKES ENTERPRISES, INCORPORATED
(Exact Name of registrant as specified in its charter)
Florida 56-1383460
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
100 North Tampa Street, Suite 3900, Tampa, Florida 33602
(Address of principal executive offices) (zip code)
SYKES ENTERPRISES, INCORPORATED 1996 EMPLOYEE
STOCK OPTION PLAN,
SYKES ENTERPRISES, INCORPORATED 1996 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
and
SYKES ENTERPRISES, INCORPORATED 1996 NON-EMPLOYEE
DIRECTORS' FEE PLAN
(Full title of the Plan)
Scott J. Bendert
Vice President-Finance, Treasurer
and Chief Financial Officer
Sykes Enterprises, Incorporated
100 North Tampa Street, Suite 3900
Tampa, Florida 33602
(Name and address of agent for service)
(813) 274-1000
(Telephone number, including area code, of agent for service)
Copy to:
Martin A. Traber, Esq.
Foley & Lardner
100 North Tampa Street, Suite 2700
Tampa, Florida 33602
(813) 229-2300
Calculation of Registration Fee
Proposed
Title of each Proposed maximum
class of maximum aggregate Amount of
securities to Amount to be offering price offering registra-
be registered registered(1) per share(2) price(2) tion fee
Common Stock, 2,350,000 $46.90(2) $61,140,152.82 $18,527.32
$0.01 par value
(1) Plus an indeterminate number of shares which may be issued as a
result of anti-dilution provisions contained in the Plan.
(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of
1933, as amended, the amounts shown are based on (i) 46,631.5 shares
subject to outstanding options having an exercise price of $10 per share,
46,631.5 shares subject to outstanding options having an exercise price of
$11.33 per share, 46,631.5 shares subject to outstanding options having an
exercise price of $12 per share, 217,800 shares subject to outstanding
options having an exercise price of $18 per share, 5,250 shares subject to
outstanding options having an exercise price of $33.75 per share, 37,500
shares subject to outstanding options having an exercise price of $32.13
per share, 154,000 shares subject to outstanding options having an
exercise price of $41.50 per share, and 10,000 shares subject to
outstanding options having an exercise price of $46.90, (ii) and
1,748,055.5 shares reserved for future grants under the plan, the
registration fee for which has been calculated using $26.44, the average
of the high and low prices of the registrant's Common Stock on March 19,
1997 as reported on the Nasdaq National Market.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities
and Exchange Commission are hereby incorporated herein by reference:
(a) The registrant's prospectus dated October 31, 1996
(Registration No. 333-12517);
(b) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 29, 1996;
(c) The description of the registrant's Common Stock, par
value $0.01 per share set forth under the caption "Description
of Registrant's Securities to be Registered" in the Company's
Registration Statement on Form 8-A (No. 0-28274) filed under the
Securities Exchange Act of 1934; and
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all shares of Common Stock being offered hereby have been sold or
which deregisters all shares of Common Stock then remaining unsold shall
be deemed incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
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 Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer
of the corporation (and certain other persons serving at the request of
the corporation in related capacities) for liabilities, including legal
expenses, arising by reason of service in such capacity if such person
shall have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and in any
criminal proceeding if such person had no reasonable cause to believe his
conduct was unlawful. However, in the case of actions brought by or in the
right of the corporation, no indemnification may be made with respect to
any matter as to which such director or officer shall have been adjudged
liable, except in certain limited circumstances.
The registrant's Articles of Incorporation provides that the
registrant shall indemnify directors and executive officers to the fullest
extent now or hereafter permitted by the Florida Act.
The registrant has a standard policy of directors' and officers'
liability insurance covering directors and officers of the corporation
with respect to liabilities incurred as a result of their service in such
capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4A. Sykes Enterprises, Incorporated 1996 Employee Stock Option Plan
(Filed as Exhibit 10.5 to the registrant's Form S-1
(Registration No. 333-2324) and incorporated herein by
reference)
4B. Sykes Enterprises, Incorporated 1996 Non-Employee Director Stock
Option Plan (Filed as Exhibit 10.6 to the registrant's Form S-1
(Registration No. 333-2324) and incorporated herein by
reference)
4C. Sykes Enterprises, Incorporated 1996 Non-Employee Director Fee
Plan (Filed as Exhibit 10.7 to the registrant's Form S-1
(Registration No. 333-2324) and incorporated herein by
reference)
4D. Form of Stock Option Agreement for 1996 Employee Stock Option
Plan
4E. Form of Stock Option Agreement for 1996 Non-Employee Director
Stock Option Plan
5. Opinion of Foley & Lardner as to the legality of the securities
to be issued
23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit
5)
23B. Consent of Coopers & Lybrand L.L.P.
Item 9. Undertakings
The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such post-
effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at the 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the Articles of Incorporation or
Bylaws of the registrant 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 the 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.
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 Tampa, State of Florida, on
March 20, 1997.
SYKES ENTERPRISES, INCORPORATED
By /s/ John H. Sykes
John H. Sykes, Chairman of the Board,
President and Chief Executive Officer
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on the Signature Page to this registration statement constitutes
and appoints John H. Sykes and Scott J. Bendert, and each or either of
them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments to this registration
statement and any and all registration statements filed pursuant to Rule
462(b) under the Securities Act of 1933), and to file the same, with all
exhibits and other documents in connection therewith, with the Securities
and Exchange Commission, and grants unto said attorneys-in-fact and
agents, 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 to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or his or her 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.
Date: March 14, 1997 /s/ John H. Sykes
John H. Sykes, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
Date: March 14, 1997 /s/ Scott J. Bendert
Scott J. Bendert, Vice President-
Finance and Treasurer (Principal
Financial and Accounting Officer)
Date: March 14, 1997 /s/ John D. Gannett
John D. Gannett, Director
Date: March 14, 1997 /s/ David E. Garner
David E. Garner, Director
Date: March 14, 1997 /s/ Furman P. Bodenheimer, Jr.
Furman P. Bodenheimer, Jr., Director
Date: March 14, 1997 /s/ H. Park Helms
H. Park Helms, Director
Date: March 14, 1997 /s/ Gordon H. Loetz
Gordon H. Loetz, Director
Date: March 14, 1997 /s/ Ernest J. Milani
Ernest J. Milani, Director
Date: March 14, 1997 /s/ R. James Stroker
R. James Stroker, Director
<PAGE>
EXHIBIT INDEX
4A. Sykes Enterprises, Incorporated 1996 Employee Stock Option Plan
(Filed as Exhibit 10.5 to the registrant's Form S-1
(Registration No. 333-2324) and incorporated herein by
reference)
4B. Sykes Enterprises, Incorporated 1996 Non-Employee Director Stock
Option Plan (Filed as Exhibit 10.6 to the registrant's Form S-1
(Registration No. 333-2324) and incorporated herein by
reference)
4C. Sykes Enterprises, Incorporated 1996 Non-Employee Director Fee
Plan (Filed as Exhibit 10.7 to the registrant's Form S-1
(Registration No. 333-2324) and incorporated herein by
reference)
4D. Form of Stock Option Agreement for 1996 Employee Stock Option
Plan
4E. Form of Stock Option Agreement for 1996 Non-Employee Director
Stock Option Plan
5. Opinion of Foley & Lardner as to the legality of the securities
to be issued
23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit
5)
23B. Consent of Coopers & Lybrand L.L.P.
SYKES ENTERPRISES, INCORPORATED
STOCK OPTION AGREEMENT
FOR 1996 EMPLOYEE STOCK OPTION PLAN
This Stock Option Agreement ("Option Agreement") is entered into
as of the ____ day of _________, 19___, by and between Sykes Enterprises,
Incorporated, a Florida corporation (the "Corporation"), and
________________, an employee of the Corporation or one of its
subsidiaries (the "Optionee").
WHEREAS, the board of directors of the Corporation (the "Board")
has duly adopted that certain 1996 Employee Stock Option Plan (the
"Plan"), which authorizes the Corporation to grant to eligible individuals
options for the purchase of shares of voting common stock, par value $.01
per share, of the Corporation (the "Stock"); and
WHEREAS, the Corporation has determined that it is desirable and
in its best interests to grant to the Optionee, pursuant to the Plan, an
option to purchase a certain number of shares of Stock in order to provide
the Optionee with an incentive to advance the interests of the Corporation
and its subsidiaries, all according to the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Grant of Option. Subject to the terms of the Plan
(attached hereto as Exhibit A, the terms of which are incorporated herein
by this reference), the Corporation hereby grants to the Optionee the
right and option (the "Option") to purchase from the Corporation, on the
terms and subject to the conditions set forth herein and in the Plan,
_________ shares of Stock. The Option shall constitute an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), to the fullest extent permissible
thereunder, taking into account such Option and any other incentive stock
options issued to the Optionee under the Plan and all other plans of the
Optionee's employer corporation and its parent and subsidiary corporations
within the meaning of Section 422(d) of the Code, in the order in which
the Option issued hereunder and any such other incentive stock options
were granted. Any portion of the Option issued hereunder which is not
treated as an incentive stock option shall be treated as a nonqualified
stock option. The date of grant of the Option is April 29, 1996 (the
"Grant Date"), the date on which the grant of the Option was approved in
accordance with the terms and conditions of the Plan.
2. Price. The purchase price (the "Option Price") for the
shares of Stock subject to the Option granted by this Option Agreement is
$_______ per share.
3. Exercise of Option. Except as otherwise provided herein
and in the Plan, the Option granted pursuant to this Option Agreement
shall be subject to exercise as follows:
(a) Time of Exercise of Option. The Optionee may exercise
the Option (subject to the limitations on exercise set forth in Section
3(c) hereof), in whole or in part, as follows: (i) the Option may not be
exercised to any extent prior to one year following the Grant Date; and
(ii) the Option may be exercised to the extent of 33-1/3% of the shares of
Stock specified in Section 1 hereof after one year following the Grant
Date and may be exercised to the extent of 33-1/3% of the shares of Stock
specified in Section 1 hereof after each of the second and third years
following the Grant Date.
(b) Termination of Employment, Death or Disability. In
the event of the death, disability or other termination of employment of
the Optionee, the Option shall be exercisable to the extent provided in
Section 5 of the Plan.
(c) Limitations on Exercise of Option. If the Optionee
owned capital stock of the Company possessing more than 10% of the total
combined voting power or value of all classes of capital stock of the
Company as of the Grant Date (a "10% Shareholder"), then in no event may
the Option be exercised, in whole or in part, after five (5) years
following the Grant Date. If the Optionee is not a 10% Shareholder, then
in no event may the Option be exercised, in whole or in part, after ten
(10) years following the Grant Date. In no event may the Option be
exercised for a fractional share.
4. Method of Exercise of Option. The method of exercise of
the Option is set forth in Section 7 of the Plan.
5. Effect of Changes in Capitalization. Section 6 of the Plan
shall apply to the Option.
6. Withholding of Taxes. The parties hereto recognize that
the Corporation or any subsidiary thereof may be obligated to withhold
federal and local income taxes and Social Security taxes to the extent
that the Optionee realizes ordinary income in connection with the exercise
of the Option or in connection with certain dispositions of any shares of
Stock acquired by exercise of the Option. The Optionee agrees that the
Corporation or any subsidiary thereof may withhold amounts needed to cover
such taxes from payments otherwise due and owing to the Optionee, and also
agrees that upon demand the Optionee will promptly pay to the Corporation
or any subsidiary thereof having such obligation any additional amounts as
may be necessary to satisfy such withholding tax obligation. Such payment
shall be made in cash or by certified check payable to the order of the
Corporation or a subsidiary thereof. With the prior approval of the
Corporation, however, which may be withheld by the Corporation in its sole
discretion, the Optionee may elect to satisfy such obligations, in whole
or in part, (a) by causing the Corporation to withhold shares of Stock
otherwise issuable pursuant to the exercise of the Option or (b) by
delivering to the Corporation shares of Stock already owned by the
Optionee. The shares so delivered or withheld shall have a fair market
value equal to such withholding obligations. The fair market value of the
shares used to satisfy such withholding obligation shall be determined by
the Corporation in accordance with the Plan as of the date that the amount
of tax to be withheld is to be determined.
7. Delivery of Shares. Shares of Stock purchased by the
Optionee upon the partial or complete exercise of the Option shall be
delivered to the Optionee upon notice of issuance given by the Corporation
to its transfer agent.
8. Interpretation of this Option Agreement. In the event that
there is any inconsistency between the provisions of this Option Agreement
and of the Plan, the provisions of the Plan shall govern.
9. Governing Law. This Option Agreement is executed pursuant
to and shall be governed by the internal laws of the State of Florida
without reference to the conflict of law principles thereof.
10. Notice. Any notice hereunder by the Optionee to the
Corporation shall be in writing and shall be deemed duly given: (i) when
mailed or delivered to the Corporation at its principal office, addressed
to the attention of the Board, or if so mailed or delivered to such other
address as the Corporation may hereafter designate by notice to the
Optionee; or (ii) when sent by facsimile, telecopy, telex or other form of
written electronic transmission, upon confirmation of receipt thereof by
the Corporation. Any notice or delivery hereunder by the Corporation or
its transfer agent to the Optionee shall be in writing and shall be deemed
duly given: (i) when mailed or delivered to the Optionee at the address
specified below by the Optionee for such purpose, or if so mailed or
delivered to such other address as the Optionee may hereafter designate by
written notice given to the Corporation; or (ii) when sent by facsimile,
telecopy, telex or other form of written electronic transmission, upon
confirmation of receipt thereof by the Optionee.
11. Entire Agreement. This Option Agreement (including Exhibit
A hereto) constitutes the entire agreement and supersedes all prior
understandings and agreements, written or oral, of the parties hereto with
respect to the subject matter hereof. Neither this Option Agreement nor
any term hereof may be amended, waived, discharged or terminated except by
a written instrument signed by the Corporation and the Optionee; provided,
however, that the Corporation unilaterally may waive any provision hereof
in writing to the extent that such waiver does not adversely affect the
interests of the Optionee hereunder or otherwise cause the Option granted
hereunder not to qualify as an "incentive stock option" within the meaning
of Section 422 of the Code (if applicable), but no such waiver shall
operate as or be construed to be a subsequent waiver of the same provision
or a waiver of any other provision hereof.
12. Successors and Assigns. This Option Agreement shall be
binding upon, inure to the benefit of, and be enforceable by the
respective successors, personal representatives and permitted assigns of
the parties hereto.
13. Counterparts. This Option Agreement may be executed in one
or more counterparts, each of which shall constitute an original, but all
of which together shall be one and the same instrument.
14. Facsimile Signature. This Option Agreement may be executed
by either of the parties (the "Originating Party") and transmitted to the
other party (the "Receiving Party") by facsimile, telecopy, telex or other
form of written electronic transmission, and, upon confirmation of receipt
thereof by the Receiving Party, this Option Agreement shall be deemed to
have been duly executed by the Originating Party. Upon the request of the
Receiving Party, the Originating Party shall provide the Receiving Party
with an executed duplicate original of this Option Agreement.
15. Tax Consequences. The Optionee should consult his or her
tax advisor regarding the tax consequences relating to the Option,
including the exercise of the Option and the sale of the stock purchased
upon such exercise, and the Corporation makes no representations regarding
such tax consequences nor the ability for the Option or any part thereof
to constitute an incentive stock option within the meaning of Section 422
of the Code.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Stock Option Agreement, or caused this Stock Option Agreement to be duly
executed on their behalf, as of the day and year first above written.
SYKES ENTERPRISES, INCORPORATED
By:_________________________________________
Name: Scott J. Bendert
Title: Vice President - Finance & Treasurer
OPTIONEE:
____________________________________________
(Signature)
ADDRESS FOR NOTICE TO OPTIONEE:
____________________________________________
Name
____________________________________________
Street
____________________________________________
City State Zip Code
SYKES ENTERPRISES, INCORPORATED
STOCK OPTION AGREEMENT
FOR 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
This Stock Option Agreement ("Option Agreement") is entered into
as of the ____ day of _______, 1997, by and between Sykes Enterprises,
Incorporated, a Florida corporation (the "Corporation"), and
_______________, a non-employee director of the Corporation or one of its
subsidiaries (the "Optionee").
WHEREAS, the board of directors of the Corporation (the "Board")
has duly adopted that certain 1996 Non-Employee Director Stock Option Plan
(the "Plan"), which authorizes the Corporation to grant to eligible
individuals options for the purchase of shares of voting common stock, par
value $.01 per share, of the Corporation (the "Stock"); and
WHEREAS, the Corporation has determined that it is desirable and
in its best interests to grant to the Optionee, pursuant to the Plan, an
option to purchase a certain number of shares of Stock in order to provide
the Optionee with an incentive to advance the interests of the Corporation
and its subsidiaries, all according to the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Grant of Option. Subject to the terms of the Plan
(attached hereto as Exhibit A, the terms of which are incorporated herein
by this reference), the Corporation hereby grants to the Optionee the
right and option (the "Option") to purchase from the Corporation, on the
terms and subject to the conditions set forth herein and in the Plan,
__________ shares of Stock. The Option shall constitute a nonqualified
stock option. The date of grant of the Option is April 29, 1996 (the
"Grant Date"), the date on which the grant of the Option was approved in
accordance with the terms and conditions of the Plan.
2. Price. The purchase price (the "Option Price") for the
shares of Stock subject to the Option granted by this Option Agreement is
$_________ per share.
3. Exercise of Option. Except as otherwise provided herein
and in the Plan, the Option granted pursuant to this Option Agreement
shall be subject to exercise as follows:
(a) Time of Exercise of Option. The Optionee may
exercise the Option (subject to the limitations on exercise set forth in
subsection 4.(f) of the Plan, in whole or in part, as follows: (i) the
Option may not be exercised to any extent prior to one (1) year following
the date of grant; and (ii) the Option may be exercised to the extent of
33-1/3% of the Shares subject to such Option after one year following the
date of grant and may be exercised to the extent of an additional 33-1/3%
of the Shares subject to such Option after each of the second and third
years following the date of grant; provided, however, that in the event a
Director serves his entire initial term as a Director, all Options granted
prior to such time shall become immediately exercisable and any Options
granted pursuant to Section 4.(b) shall become exercisable one (1) year
following the date of grant.
(b) Termination of Employment, Death or Disability. In
the event of the death, disability or other termination of employment of
the Optionee, the Option shall be exercisable to the extent provided in
Section 4 of the Plan.
(c) Limitations on Exercise of Option. If the Optionee
owned capital stock of the Company possessing more than 10% of the total
combined voting power or value of all classes of capital stock of the
Company as of the Grant Date (a "10% Shareholder"), then in no event may
the Option be exercised, in whole or in part, after five (5) years
following the Grant Date. If the Optionee is not a 10% Shareholder, then
in no event may the Option be exercised, in whole or in part, after ten
(10) years following the Grant Date. In no event may the Option be
exercised for a fractional share.
4. Method of Exercise of Option. The method of exercise of
the Option is set forth in Section 6 of the Plan.
5. Effect of Changes in Capitalization. Section 5 of the Plan
shall apply to the Option.
6. Withholding of Taxes. The parties hereto recognize that
the Corporation or any subsidiary thereof may be obligated to withhold
federal and local income taxes and Social Security taxes to the extent
that the Optionee realizes ordinary income in connection with the exercise
of the Option or in connection with certain dispositions of any shares of
Stock acquired by exercise of the Option. The Optionee agrees that the
Corporation or any subsidiary thereof may withhold amounts needed to cover
such taxes from payments otherwise due and owing to the Optionee, and also
agrees that upon demand the Optionee will promptly pay to the Corporation
or any subsidiary thereof having such obligation any additional amounts as
may be necessary to satisfy such withholding tax obligation.Such payment
shall be made in cash or by certified check payable to the order of the
Corporation or a subsidiary thereof. With the prior approval of the
Corporation, however, which may be withheld by the Corporation in its sole
discretion, the Optionee may elect to satisfy such obligations, in whole
or in part, (a) by causing the Corporation to withhold shares of Stock
otherwise issuable pursuant to the exercise of the Option or (b) by
delivering to the Corporation shares of Stock already owned by the
Optionee. The shares so delivered or withheld shall have a fair market
value equal to such withholding obligations. The fair market value of the
shares used to satisfy such withholding obligation shall be determined by
the Corporation in accordance with the Plan as of the date that the amount
of tax to be withheld is to be determined.
7. Delivery of Shares. Shares of Stock purchased by the
Optionee upon the partial or complete exercise of the Option shall be
delivered to the Optionee upon notice of issuance given by the Corporation
to its transfer agent.
8. Interpretation of this Option Agreement. In the event that
there is any inconsistency between the provisions of this Option Agreement
and of the Plan, the provisions of the Plan shall govern.
9. Governing Law. This Option Agreement is executed pursuant
to and shall be governed by the internal laws of the State of Florida
without reference to the conflict of law principles thereof.
10. Notice. Any notice hereunder by the Optionee to the
Corporation shall be in writing and shall be deemed duly given: (i) when
mailed or delivered to the Corporation at its principal office, addressed
to the attention of the Board, or if so mailed or delivered to such other
address as the Corporation may hereafter designate by notice to the
Optionee; or (ii) when sent by facsimile, telecopy, telex or other form of
written electronic transmission, upon confirmation of receipt thereof by
the Corporation. Any notice or delivery hereunder by the Corporation or
its transfer agent to the Optionee shall be in writing and shall be deemed
duly given: (i) when mailed or delivered to the Optionee at the address
specified below by the Optionee for such purpose, or if so mailed or
delivered to such other address as the Optionee may hereafter designate by
written notice given to the Corporation; or (ii) when sent by facsimile,
telecopy, telex or other form of written electronic transmission, upon
confirmation of receipt thereof by the Optionee.
11. Entire Agreement. This Option Agreement (including Exhibit
A hereto) constitutes the entire agreement and supersedes all prior
understandings and agreements, written or oral, of the parties hereto with
respect to the subject matter hereof. Neither this Option Agreement nor
any term hereof may be amended, waived, discharged or terminated except by
a written instrument signed by the Corporation and the Optionee; provided,
however, that the Corporation unilaterally may waive any provision hereof
in writing to the extent that such waiver does not adversely affect the
interests of the Optionee hereunder, but no such waiver shall operate as
or be construed to be a subsequent waiver of the same provision or a
waiver of any other provision hereof.
12. Successors and Assigns. This Option Agreement shall be
binding upon, inure to the benefit of, and be enforceable by the
respective successors, personal representatives and permitted assigns of
the parties hereto.
13. Counterparts. This Option Agreement may be executed in one
or more counterparts, each of which shall constitute an original, but all
of which together shall be one and the same instrument.
14. Facsimile Signature. This Option Agreement may be executed
by either of the parties (the "Originating Party") and transmitted to the
other party (the "Receiving Party") by facsimile, telecopy, telex or other
form of written electronic transmission, and, upon confirmation of receipt
thereof by the Receiving Party, this Option Agreement shall be deemed to
have been duly executed by the Originating Party. Upon the request of the
Receiving Party, the Originating Party shall provide the Receiving Party
with an executed duplicate original of this Option Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Stock Option Agreement, or caused this Stock Option Agreement to be duly
executed on their behalf, as of the day and year first above written.
SYKES ENTERPRISES, INCORPORATED
By:_________________________________________
Name: Scott J. Bendert
Title: Vice President - Finance & Treasurer
OPTIONEE:
____________________________________________
(Signature)
ADDRESS FOR NOTICE TO OPTIONEE:
____________________________________________
Name
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FOLEY & LARDNER EXHIBIT 5
100 NORTH TAMPA STREET
SUITE 2700
TAMPA, FLORIDA 33602
TELEPHONE (813) 229-2300
FACSIMILE (813) 221-4210
March 20, 1997
Sykes Enterprises, Incorporated
100 North Tampa Street, Suite 3900
Tampa, Florida 33602
Re: Registration Statement on Form S-8 Relating to Shares of
Common Stock Issuable Pursuant to Sykes Enterprises,
Incorporated 1996 Employee Stock Option Plan, Sykes
Enterprises, Incorporated 1996 Non-Employee Director Stock
Option Plan and Sykes Enterprises, Incorporated 1996 Non-
Employee Directors' Fee Plan
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Sykes Enterprises,
Incorporated (the "Company"), under the Securities Act of 1933, as
amended, for the registration of 1,750,000 shares of common stock par
value $0.01 issuable pursuant to the Sykes Enterprises, Incorporated 1996
Employee Stock Option Plan, 300,000 shares of common stock, par value
$0.01 issuable pursuant to the Sykes Enterprises, Incorporated 1996 Non-
Employee Director Stock Option Plan, and 300,000 shares of common stock,
par value $0.01 issuable pursuant to the Sykes Enterprises, Incorporated
1996 Non-Employee Directors' Fee Plan (the "Plans"). The common stock
issuable pursuant to the Plans is referred to herein as the "Shares."
We have examined and are familiar with the following:
A. Articles of Incorporation of the Company, as amended, as filed
in the Office of the Secretary of State of the State of Florida;
B. Bylaws, as amended, of the Company;
C. The proceedings of the Board of Directors and shareholders of
the Company in connection with the adoption of the Plans; and
D. Such other documents, Company records and matters of law as we
have deemed to be pertinent.
Based on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing
and in good standing under the laws of the State of Florida.
2. The Shares have been duly authorized and when issued in
accordance with the terms of the respective Plans will be duly and validly
issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5 in
the Registration Statement. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules or regulations of the Securities and Exchange Commission promulgated
thereunder.
FOLEY & LARDNER
By: /s/ Martin A. Traber
Martin A. Traber
EXHIBIT 23B
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated February 23, 1997, except as to
certain information in Notes 13 and 15, for which the dates are March 1,
1996 and August 30, 1996, respectively, and to our report dated September
16, 1996, on our audits of the consolidated financial statements and the
supplemental consolidated financial statements, respectively, which appear
on pages F-2 and F-35, respectively, of Sykes Enterprises, Incorporated's
prospectus dated October 31, 1996. We also consent to the incorporation
by reference of our report dated August 2, 1996 on our audits of the
consolidated financial statements of Diagsoft, Inc. which appears on page
F-24 of Sykes Enterprises, Incorporated's prospectus dated October 31,
1996.
Tampa, Florida Coopers & Lybrand L.L.P.
March 20, 1997
