<PAGE> 1
As filed with the Securities and Exchange Commission on April 3, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
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 Identification No.)
of incorporation or organization)
100 North Tampa Street, Suite 3900, Tampa, Florida 33602,
Telephone: (813) 274-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
SCOTT J. BENDERT
Sr. Vice President--Finance, Treasurer, and Chief Financial Officer
Sykes Enterprises, Incorporated
100 North Tampa Street, Suite 3900, Tampa, Florida 33602,
Telephone: (813) 274-1000
(Name, address, including zip code, and 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,
Telephone: (813) 229-2300
Approximate date of commencement of proposed sale to
the public: As soon as practicable after this
registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]__________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]__________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share(1) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 3,537,882 $21.00 $74,295,522 $21,918
==================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee. The proposed maximum offering price per share and the proposed
maximum aggregate offering price are based on the average of the high and low
sale prices on March 31, 1998, of the Registrant's Common Stock as reported on
the Nasdaq National Market.
<PAGE> 2
LEGEND
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE> 3
PROSPECTUS
Subject to completion
April 3, 1998
SYKES ENTERPRISES, INCORPORATED
3,537,882 SHARES
COMMON STOCK, $.01 PAR VALUE
This Prospectus relates to shares of Common Stock of Sykes Enterprises,
Incorporated ("Sykes" or the "Company") which may be offered for sale from time
to time for the account of certain stockholders of the Company (the "Selling
Stockholders"). Shares may be offered until December 31, 1998 [one year after
the date of issuance of the shares subject to this Prospectus] for the account
of the Selling Stockholders. See "The Offering." The Company will not receive
any proceeds from the sale of Common Stock by the Selling Stockholders. The
Company's Common Stock is traded on the Nasdaq National Market under the symbol
"SYKE." On April ___, 1998, the last reported sale price of the Common Stock was
$______ per share.
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The distribution of shares of Common Stock by the Selling Stockholders
may be effected from time to time in one or more transactions (which may involve
block transactions) in the over-the-counter market, on the Nasdaq National
Market, or on any exchange on which the Common Stock may then be listed in
negotiated transactions, through the writing of options on shares (whether such
options are listed on an options exchange or otherwise), or a combination of
such methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. The Selling
Stockholders may effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
and/or purchasers of shares for whom they may act as agent (which compensation
may be in excess of customary commissions). The Selling Stockholders also may
pledge shares as collateral for margin accounts and such shares could be resold
pursuant to the terms of such accounts.
All expenses of the registration of the Common Stock covered by this
Prospectus will be borne by the Company pursuant to preexisting agreements,
except that the Company will not pay (i) any Selling Stockholder's underwriting
discounts or selling commissions, (ii) transfer taxes or (iii) fees and expenses
of any Selling Stockholder's counsel exceeding $5,000 in the aggregate.
SEE "RISK FACTORS" AT PAGE 5 FOR A DISCUSSION OF CERTAIN RISK FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS [APRIL ___], 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at the Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World Trade Center,
13th Floor, New York, New York 10048. Copies of such material may also be
obtained from the Public Reference Section of the Commission at Washington,
D.C., at prescribed rates. In addition, the Company's Common Stock is quoted on
the Nasdaq National Market of The Nasdaq Stock Market (the "Nasdaq National
Market") and reports, proxy statements and other information filed by the
Company with the Nasdaq National Market may be inspected at the offices of The
Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006-1500.
In addition, the Commission maintains a web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The address of such web site is
http://www.sec.gov.
This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto which the Company has filed with the
Commission under the Securities Act of 1933, as amended, to which reference is
hereby made.
INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are hereby incorporated by reference in this
Prospectus:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this Prospectus and shall be deemed to be a part
hereof from the respective dates of filing of such reports and other documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for all
purposes to the extent that a statement contained in this Prospectus or in any
other subsequently filed document that is also incorporated by reference herein
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 Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any and all
documents incorporated by reference in this Prospectus (other than exhibits to
such documents unless such exhibits are incorporated by reference therein).
Requests for such copies should be directed to Sykes Enterprises, Incorporated,
100 North Tampa Street, Suite 3900, Tampa, Florida 33602, Attention: Scott J.
Bendert, Senior Vice President--Finance, Treasurer, and Chief Financial Officer,
Telephone (813) 274-1000.
THE OFFERING
Up to 3,537,882 shares may be offered from time to time for the account
of the Selling Stockholders until December 31, 1998. See "Selling Stockholders."
The Company will not receive any proceeds from the sale of shares covered by
this Prospectus. The Company's Common Stock is traded in the Nasdaq National
Market under the symbol "SYKE."
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THE COMPANY
The Company is a leading provider of information technology outsourcing
services throughout North America, Europe, Africa, and The Philippines. Through
its 20 state-of-the-art technical support call centers ("IT call centers"), the
Company provides services to leading computer hardware and software companies by
providing technical support services to end users of their products, and to
major companies by providing corporate help desk and other support services.
Through its staff of technical professionals, the Company also provides software
development and related services to large corporations, on a contract or
temporary staffing basis, including software design, development, integration
and implementation; systems support, maintenance, and documentation; foreign
language translation; and software localization. The integration of these
services enables Sykes's customers to outsource a broad range of their
information technology services needs to the Company. Sykes's customers include
Adobe Systems, Apple Computer, Compaq, Disney, Gateway, Hewlett Packard, IBM,
Monsanto, NationsBank, and Tech Data Corporation ("Tech Data").
In 1993, Sykes began providing technical product support to leading
computer hardware and software companies through the Company's IT call centers.
From two domestic and one European IT call centers at the end of 1994, Sykes has
grown to nine domestic IT call centers and 11 overseas IT call centers as of
December 1997.
All of Sykes's nine domestic IT call centers have been built by the
Company and are modeled after the same prototype, which enables Sykes to
construct new IT call centers rapidly and cost effectively. The Company's
strategy of locating its domestic IT call centers in smaller communities,
typically near a college or university, has enabled it to benefit from a
relatively lower cost structure and a technically proficient, stable work force.
The Company's domestic call centers are located in Colorado, Florida, Kansas,
North Dakota, Oklahoma, and Oregon. Through its IT call centers located in
Sweden, The Netherlands, France, Germany, South Africa, Scotland, Ireland, and
The Philippines, Sykes provides information technology support and translation
services to its multinational customers. The Company also maintains 20 branch
offices located in metropolitan areas of the United States, Europe, Africa and
The Philippines, giving the Company the ability to offer a broad range of
professional services on a local basis, and respond to changing market demands
in each geographical area served. Each branch office is responsible for staffing
the professional personnel needs of customers within its geographic region and
customers referred from other branch offices based on specialized needs.
During 1997, Sykes increased its services and expanded its customer
base through strategic acquisitions of Telcare
Telekommunikations--Mehrwertdieste mbH of Wilhelmshaven, Germany, on June 16,
1997, TAS Telemarketing Gesellschaft fur Kommunikation und Dialog mbH of Bochum,
Germany on September 25, 1997, TAS Hedi Fabinyi GmbH of Stuttgart, Germany on
September 25, 1997, and McQueen International Limited of Galashiels, Scotland
("McQueen") on December 31, 1997. With the acquisition of McQueen, Sykes has
grown to an organization of more than 6,500 employees across 40 worldwide
locations, providing IT support services at all stages in the life cycle of
their products and services--from initial development to documentation and
training to end-user support. Sykes also provides diagnostic capabilities and
retail software applications and support for back-office and point-of-sale
customers.
Sykes also expanded its services and increased its IT call center
capabilities through strategic alliances. By combining technology acquired in
1996 with technology developed jointly pursuant to its May 1997 alliance with
SystemSoft Corporation, a leading vendor of remote diagnostic tools for software
products, Sykes has introduced electronic technical support center ("ETSC")
services that integrate hardware and software diagnostics with call avoidance
capabilities. The Company's ETSC diagnostic tools provide a comprehensive
solution for end users of computer hardware and software products. Through its
ETSC services, end users can (i) work with an Sykes call center agent to
expedite problem resolution utilizing communications protocols that allow for
voice and data communications over a single telephone line, (ii) forward a
request for assistance from an Sykes call center agent via the internet, or
(iii) diagnose and solve their technical hardware or software problems without
the assistance of an Sykes call center agent. The Company believes that its ETSC
services will provide it direct access to broader markets, including
post-warranty support services for home and small business users.
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In addition to ETSC services, Sykes expanded its IT call center
utilization capabilities through its July 1997 agreement with Tech Data to
provide technical product support services to customers of Tech Data's network
of 35,000 computer product resellers. Sykes believes that this arrangement will
enable the Company to reach end users of computer hardware and software products
through an established distribution channel.
The Company's growth of its technical staffing, software development
and documentation and software translation services has been additionally
supplemented by Sykes's acquisition in March 1997 of Info Systems of North
Carolina, Inc., a provider of software and support to national high volume
retail chains. Sykes believes that its ability to work in partnership with its
customers during the life cycle of their information technology products and
systems, from software design and systems implementation, through technical
documentation and foreign language translation, to end-user technical product
support, gives it a competitive advantage to become a preferred provider of
outsourced IT services to its customers. In particular, the Company seeks to
broaden its IT outsourcing customer base in the retail, financial services,
healthcare and telecommunications industries.
The Company believes that outsourcing by information technology
companies and companies with information technology needs will continue to grow
as businesses focus on their core competencies rather than nonrevenue producing
activities. Additionally, rapid technological changes, significant capital
requirements for state-of-the-art technology, and the need to integrate and
update complex information technology systems spanning multiple generations of
hardware and software components make it increasingly difficult for businesses
to maintain cost-effective, quality information technology services in-house. To
capitalize on this trend toward outsourcing, the Company has developed a
strategy which includes the following key elements:
- rapidly expand information technology support services
revenues through additional IT call centers in the United
States and abroad;
- market the Company's expanded array of services to existing
customers to position Sykes as a preferred vendor of
outsourced information technology support services;
- establish a competitive advantage through the Company's
proprietary, sophisticated technological capabilities; and
- expand its customer base through strategic alliances and
selective acquisitions.
Sykes also expanded its services to the health care industry through
its formation and funding with HealthPlan Services Corporation ("HPS") of Sykes
HealthPlan Services, Inc. ("SHPS") in December 1997. The new company, SHPS, is
owned 50% by Sykes and 50% by HPS. SHPS will provide care management services,
technology solutions, customer services and outsourcing capabilities to the
health care and insurance industries. Through its technology solutions and call
center based operations, SHPS will provide various managed care services to a
large population of users interested in controlling medical loss ratios. In
particular, SHPS will seek to provide utilization, demand, disease, and
disability management to its target markets, which include large self-funded
employers as well as traditional health insurance carriers, HMOs, integrated
provider systems and third party administrators.
The Company believes the majority of its growth is attributable to its
opening of additional IT call centers and the execution of its acquisition
strategy. There can be no assurance, however, that the Company will continue to
experience the same level of success in the opening of additional IT call
centers or that it will be able to find suitable entities which will enable it
to continue the execution of its acquisition strategy.
The Company was founded in 1977 in North Carolina and moved its
headquarters to Florida in 1993. In March 1996, the Company changed its state of
incorporation from North Carolina to Florida. Unless the context requires
otherwise, references to "Sykes" or the "Company" means Sykes Enterprises,
Incorporated and its consolidated subsidiaries. The Company's executive offices
are located at 100 North Tampa Street, Suite 3900, Tampa, Florida 33602, and its
telephone number is (813) 274-1000.
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RISK FACTORS
AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVES A
HIGH DEGREE OF RISK. PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE
FOLLOWING INFORMATION IN ADDITION TO THE OTHER INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN EVALUATING AN INVESTMENT IN THE
COMMON STOCK. CERTAIN MATTERS DISCUSSED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE FEDERAL
SECURITIES LAWS. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED
IN SUCH FORWARD-LOOKING STATEMENTS ARE BASED UPON REASONABLE ASSUMPTIONS, THERE
CAN BE NO ASSURANCE THAT ITS EXPECTATIONS WILL BE ACHIEVED. FACTORS THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE COMPANY'S CURRENT
EXPECTATIONS INCLUDE THE LOSS OF A SIGNIFICANT CUSTOMER; THE INABILITY OF THE
COMPANY TO MANAGE ITS GROWTH; RISKS ASSOCIATED WITH THE COMPANY'S INTERNATIONAL
OPERATIONS, GENERAL ECONOMIC CONDITIONS, AND THE OTHER RISKS SET FORTH BELOW.
RECENT ACQUISITIONS AND IMPLEMENTATION OF ACQUISITION STRATEGY
During the 12 months ended December 31, 1997, the Company completed
five acquisitions and intends to pursue other acquisitions. There can be no
assurance that it will be able to successfully integrate the operations and
management of recent acquisitions and future acquisitions. Acquisitions involve
significant risks which could have a material adverse effect on the Company,
including: (i) the diversion of management's attention to the assimilation of
the businesses to be acquired; (ii) the risk that the acquired businesses will
fail to maintain the quality of services that the Company has historically
provided; (iii) the need to implement financial and other systems and add
management resources; (iv) the risk that key employees of the acquired business
will leave after the acquisition; (v) potential liabilities of the acquired
business; (vi) unforeseen difficulties in the acquired operations; (vii) adverse
short-term effects on the Company's operating results; (viii) lack of success in
assimilating or integrating the operations of acquired businesses with those of
the Company; (ix) the dilutive effect of the issuance of additional equity
securities; (x) the incurrence of additional debt; and (xi) the amortization of
goodwill and other intangible assets involved in any acquisitions that are
accounted for using the purchase method of accounting. There can be no assurance
that the Company will successfully implement its acquisition strategy.
Furthermore, there can be no assurance any acquisition will achieve levels of
revenue and profitability or otherwise perform as expected, or be consummated on
acceptable terms to enhance shareholder value.
ABILITY TO MANAGE GROWTH
The Company has rapidly expanded its operation since it began providing
information technology support services through its IT call centers in 1994 and
anticipates continued growth to be driven by industry trends toward outsourcing
of such services. The continued growth of the Company's customer base and
expansion of the scope of services offered by it can be expected to continue to
place a significant strain on its resources. These resources could be further
strained from the opening of new IT call centers and the necessity to
successfully attract and retain qualified management personnel to manage the
growth and operations of the Company's business. There can be no assurance that
the Company will have sufficient resources or otherwise be able to maintain its
historic rate of growth or to maintain the quality of its services.
RAPID TECHNOLOGICAL CHANGE
The market for information technology services is characterized by
rapid technological advances, frequent new product introductions and
enhancements, and changes in customer requirements. The Company's future success
will depend in large part on its ability to service new products, platforms and
rapidly changing technology. These factors will require the Company to provide
adequately trained personnel to address the increasingly sophisticated, complex
and evolving needs of its customers. Its ability to capitalize on its
acquisitions will depend on its ability to (i) continually enhance software and
services and (ii) adapt such software to new hardware and operating system
requirements. Any failure by the Company to anticipate or respond rapidly to
technological advances, new products and enhancements, or changes in customer
requirements could have a material adverse effect on it.
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DEPENDENCE ON KEY CUSTOMERS
Revenue from a single customer comprised 13%, 13%, and 11% of the
Company's consolidated revenues for the years ended December 31, 1995, 1996 and
1997, respectively. The Company's largest ten customers accounted for
approximately 45% of the Company's consolidated revenues in 1997. Generally, the
Company's contracts are cancelable by each customer at any time or on short term
notice, and customers may unilaterally reduce their use of the Company's
services under such contracts without penalty. The Company's loss of (or the
failure to retain a significant amount of business with) any of its key
customers could have a material adverse effect on the Company.
DEPENDENCE ON QUALIFIED PERSONNEL
The Company's business is labor intensive and places significant
importance on its ability to recruit and retain qualified technical and
professional personnel. It generally experiences high turnover of its personnel
and is continuously required to recruit and train replacement personnel as a
result of a changing and expanding work force. Additionally, demand for
qualified professionals conversant with certain technologies is intense and may
outstrip supply as new and additional skills are required to keep pace with
evolving computer technology. There can be no assurance that the Company will be
successful in attracting and retaining the personnel its requires to conduct its
operations successfully. Failure to attract and retain such personnel could have
a material adverse effect on the Company.
RELIANCE ON TECHNOLOGY AND COMPUTER SYSTEMS
The Company has invested significantly in sophisticated and specialized
telecommunications and computer technology, and has focused on the application
of this technology to meet its clients' needs. It anticipates that it will be
necessary to continue to invest in and develop new and enhanced technology on a
timely basis to maintain its competitiveness. Significant capital expenditures
may be required to keep its technology up-to-date. Investments in technology,
including future investments in upgrades and enhancements to software, may not
necessarily maintain the Company's competitiveness. The Company's future success
will also depend in part on its ability to anticipate and develop information
technology solutions which keep pace with evolving industry standards and
changing client demands. In addition, the Company's business is highly dependent
on its computer and telephone equipment and software systems, and the temporary
or permanent loss of such equipment or systems, through casualty, operating
malfunction or otherwise, could have a material adverse effect on it.
DEPENDENCE ON TREND TOWARD OUTSOURCING
The Company's business and growth depend in large part on the industry
trend toward outsourcing information technology services. There can be no
assurance that this trend will continue, as organizations may elect to perform
such services in-house. A significant change in the direction of this trend
could have a material adverse effect on the Company.
EMERGENCY INTERRUPTION OF IT CALL CENTER OPERATIONS
The Company's operations are dependent upon its ability to protect its
IT call centers and its information databases against damages that may be caused
by fire, power failure, telecommunications failures, unauthorized intrusion,
computer viruses and other emergencies. The Company has taken precautions to
protect itself and its customers from events that could interrupt delivery of
its services. These precautions include off-site storage of backup data, fire
protection and physical security systems, rerouting of telephone calls to one or
more of its other IT call centers in the event of an emergency, backup power
generators and a disaster recovery plan. The Company also maintains business
interruption insurance in amounts it considers adequate. Notwithstanding such
precautions, there can be no assurance that a fire, natural disaster, human
error, equipment malfunction or inadequacy, or other event would not result in a
prolonged interruption in the Company's ability to provide support services to
its customers. Such an event could have a material adverse effect on the
Company.
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INTERNATIONAL OPERATIONS AND EXPANSION
At December 31, 1997, the Company's international operations were
conducted from eleven IT call centers located in Sweden, The Netherlands,
France, Germany, South Africa, Scotland, Ireland, and The Philippines. Revenues
from foreign operations for the years ended December 31, 1996 and December 31,
1997 were 40.3% and 38.1% of consolidated revenues, respectively. The Company
intends to continue its international expansion. International operations are
subject to certain risks common to international activities, such as changes in
foreign governmental regulations, tariffs and taxes, import/export license
requirements for the Company's software, the imposition of trade barriers,
difficulties in staffing and managing foreign operations, political
uncertainties, longer payment cycles, foreign exchange restrictions that could
limit the repatriation of earnings, possible greater difficulties in accounts
receivable collection, potentially adverse tax consequences, and economic
instability.
The Company conducts business in various foreign currencies and is
therefore subject to the transaction exposures that arise from foreign exchange
rate movements between the dates that foreign currency transactions are
committed and the date that they are consummated. The Company also is subject to
certain exposures arising from the translation and consolidation of the
financial results of its foreign subsidiaries. The Company has from time to time
taken limited actions to attempt to mitigate the Company's foreign transaction
exposure. However, there can be no assurance that actions taken to manage such
exposure will be successful or that future changes in currency exchange rates
will not have a material impact on the Company's future operating results. The
Company does not hedge either its translation risk or its economic risk.
There can be no assurance that one or more of such factors or other
factors relating to international operations will not have a material adverse
effect on the Company's business, results of operations or financial condition.
COMPETITION
The industry in which the Company competes is extremely competitive and
highly fragmented. While many companies provide information technology services,
the Company believes no one company is dominant. There are numerous and varied
providers of such services, including firms specializing in call center
operations, temporary staffing and personnel placement companies, general
management consulting firms, divisions of large hardware and software companies
and niche providers of information technology services, many of whom compete in
only certain markets. The Company's competitors include many companies who may
possess substantially greater resources, greater name recognition and a more
established customer base than it does. In addition, the services offered by the
Company historically have been provided by in-house personnel. There can be no
assurance that the Company will be able to compete successfully against existing
or potential new competitors as the industry continues to evolve.
Many of the Company's large customers purchase information technology
services primarily from a limited number of preferred vendors. The Company has
experienced and continues to anticipate significant pricing pressure from these
customers in order to remain a preferred vendor. These companies also require
vendors to be able to provide services in multiple locations. Although the
Company believes it can effectively meet its customers' demands, there can be no
assurance that it will be able to compete effectively with other information
technology services companies.
RISKS ASSOCIATED WITH SOFTWARE DEVELOPMENT
DEPENDENCE ON NEW PRODUCTS AND ADAPTATION TO TECHNOLOGICAL CHANGE. The
computer software industry is subject to rapid technological change often
evidenced by new competing products and improvements in existing products. The
Company depends on the successful development of new products, including
upgrades of existing products, to replace revenues from products introduced in
prior years that have begun to experience reduced revenues. If the Company's
leading products become outdated and lose market share or if new products or
existing product upgrades are not introduced when planned or do not achieve the
revenues anticipated by the Company, the Company's operating results could be
adversely affected. Even with normal development cycles, the market environment
can change so quickly that features in certain
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products can become outdated soon after market introduction. These events may
occur in the future and may have an adverse effect on future revenues and
operating results.
COMPETITION. The personal computer market is intensely competitive,
subject to strategic alliances of hardware and software companies and
characterized by rapid changes in technology and frequent introductions of new
products and features. The Company's competitors include developers of operating
systems, applications and utility software vendors and personal computer
manufacturers that develop their own software products. The Company's current
revenues and profitability are dependent on the viability of the Microsoft
Windows and DOS operating systems. The Company expects to encounter continued
competition both from established companies and from new companies that are now
developing, or may develop, competing products. Many of the Company's existing
and potential competitors have financial, marketing and technological resources
significantly greater than those of the Company.
Future competitive product releases may cause disruptions in orders for
the Company's software products while users and the marketplace evaluate the
competitive products. The extent of the disruption in orders and the impact on
future orders of the Company's products will depend on various factors that are
not fully known at this time, including the level of functionality, performance
and features included in the final release of these competitive products and the
market's evaluation of competitive products compared to the then current
functionality, performance and features of the Company's products.
The Company anticipates that the type and level of competition
experienced to date will continue and may increase and that future sales of its
software products will be dependent upon the Company's ability to timely and
successfully develop or acquire new software products or enhanced versions of
its existing products, and to demonstrate to the user a need for the Company's
products while developers of operating systems and competitive software products
continue to enhance their products. To the extent that operating system
enhancements, competitive products or bundling of competitive products with
operating systems or computer hardware reduce the number of users who perceive a
benefit from the Company's products, sales of the Company's software products in
the future would be adversely impacted.
PRODUCT RETURNS. Like other manufacturers of package software products,
the Company is exposed to the risk of product returns from distributors and
reseller customers. Although the Company believes that it provides adequate
allowances for returns, there can be no assurance that actual returns in excess
of recorded allowances will not result in an adverse effect on business,
operating results and financial condition.
DEPENDENCE ON AND INTENSE COMPETITION FOR KEY PERSONNEL. Recruitment of
personnel in the computer software industry is highly competitive. The Company's
success in this product area depends to a significant extent upon the
performance of its executive officers and other key personnel. The loss of the
services of key individuals could have an adverse effect on the Company. The
Company's future success will depend in part upon its continued ability to
attract and retain highly qualified personnel. There can be no assurance that
the Company will be successful in attracting and retaining such personnel.
PATENTS AND PROPRIETARY INFORMATION. The Company provides its products
to end users under a nonexclusive, nontransferable license. Under the Company's
current form of software license agreement, software is to be used solely for
internal operations on designated computers at specified sites. The ability of
software companies to enforce such licenses has not been finally determined and
there can be no assurance that misappropriation will not occur.
The extent to which United States and foreign copyright and patent laws
protect software as well as the enforceability of end user licensing agreements
has not been fully determined. In addition, changes in the interpretation of
copyright and patent laws could expand or reduce the extent to which the Company
or its competitors are able to protect their software and related intellectual
property.
Because the computer industry is characterized by technological
changes, the policing of the unauthorized use of computer software is a
difficult task. Software piracy is expected to continue to be a persistent
problem for the packaged software industry. Despite steps taken by the Company
to protect its software products, third parties still may make unauthorized
copies of the Company's products for their own use or for sale to others. These
concerns are particularly acute in certain international markets. The
8
<PAGE> 11
Company believes that the knowledge, abilities and experience of its employees,
its timely product enhancements and upgrades and the availability and quality of
its support services provided to users are more significant factors in
protecting its software products than patent, trade secret and copyright
protection laws.
DEPENDENCE ON SENIOR MANAGEMENT
The success of the Company is largely dependent upon the efforts,
direction and guidance of its senior management. Although it has entered into
employment and noncompetition agreements with its executive officers, its
continued growth and success also depends in part on its ability to attract and
retain qualified managers, and on the ability of its executive officers and key
employees to manage its operations successfully. The loss of John H. Sykes,
Chairman of the Board, President and Chief Executive Officer, or the Company's
inability to attract, retain or replace key management personnel in the future,
could have a material adverse effect on it.
CONTROL BY PRINCIPAL SHAREHOLDER; ANTI-TAKEOVER CONSIDERATIONS
As of December 31, 1997, John H. Sykes, the Company's founder and
Chairman of the Board, beneficially owned approximately 47.6% of the Company's
outstanding Common Stock. As a result, Mr. Sykes will be able to elect the
Company's directors and determine the outcome of other matters requiring
shareholder approval. The voting power of Mr. Sykes, together with the staggered
Board of Directors and the anti-takeover effects of certain provisions contained
in both the Florida Business Corporation Act and in the Company's Articles of
Incorporation and Bylaws (including, without limitation, the ability of the
Board of Directors to issue shares of Preferred Stock and to fix the rights and
preferences thereof), may have the effect of delaying, deferring or preventing
an unsolicited change in the control of the Company, which may adversely affect
the market price of the Common Stock or the ability of shareholders to
participate in a transaction in which they might otherwise receive a premium for
their shares.
VOLATILITY OF STOCK PRICE
The Common Stock has experienced significant volatility, as well as a
significant increase in market price, since the Company's initial public
offering in April 1996. The market for securities of technology companies
historically has been more volatile than the market for stocks in general. The
trading of the Common Stock may be subject to wide fluctuations in response to
quarter-to-quarter variations in operating results, announcement of recent
developments or new products by the Company or its competitors and other events
or factors. In addition, the stock market has from time to time experienced
extreme price and volume fluctuations that have particularly affected the market
price for many high technology companies and that often have been unrelated to
the operating performance of these companies. These broad market fluctuations
may adversely affect the market price of the Common Stock.
DIVIDEND POLICY
The Company has never declared or paid any cash dividends on its Common
Stock. The Company currently anticipates that all of its earnings will be
retained for development and expansion of the Company's business and does not
anticipate paying any cash dividends in the foreseeable future.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the shares
offered hereby.
9
<PAGE> 12
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
The Company's Certificate of Incorporation (the "Certificate")
authorizes 200,000,000 shares of Common Stock, $0.01 par value per share, of
which 39,057,626 shares were issued and outstanding as of December 31, 1997, and
1,446,486 were subject to issuance to employees and six nonemployee directors
upon exercise of outstanding stock options. Holders of Common Stock are entitled
to one vote per share on all matters to be voted upon by the stockholders. The
holders of Common Stock do not have cumulative voting rights in the election of
directors. The Board of Directors presently consists of nine members divided
into three classes. The directors of the class elected at each annual meeting of
stockholders hold office for a term of three years. Holders of Common Stock are
entitled to receive dividends when, as and if declared from time to time by the
Board of Directors out of funds legally available therefor, after payment of
dividends required to be paid on outstanding Preferred Stock, if any. In the
event of liquidation, dissolution or winding up of the Company, the holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities subject to prior distribution rights of any Preferred Stock then
outstanding. The Common Stock has no preemptive or conversion rights and is not
subject to further calls or assessment by the Company. There are no redemption
or sinking fund provisions applicable to the Common Stock. All currently
outstanding Common Stock of the Company is duly authorized, validly issued,
fully paid, and nonassessable.
PREFERRED STOCK
The Certificate authorizes 10,000,000 shares of Preferred Stock, $0.01
par value, none of which were outstanding as of December 31, 1997. The Board of
Directors has the authority, without any further vote or action by the
stockholders, to issue Preferred Stock in one or more series and to fix the
number of shares, designations, relative rights (including voting rights),
preferences, and limitations of such series to the full extent now or hereafter
permitted by Florida law. The Company has no present intention to issue
Preferred Stock.
ANTI-TAKEOVER PROVISIONS
Management of the Company currently owns or has the right to acquire
approximately 48.9% of the outstanding Common Stock. The provisions regarding
the division of the Board of Directors into classes and the ability of the Board
of Directors to issue Preferred Stock as described above may make it more
difficult for, and may discourage other persons or companies from making a
tender offer for, or attempting to acquire, substantial amounts of the Company's
Common Stock. This could have the effect of inhibiting changes in management and
may also prevent temporary fluctuations in the market price of the Company's
Common Stock which often result from actual or rumored takeover attempts.
REGISTRAR AND TRANSFER AGENT
The registrar and transfer agent for the Company's Common Stock is
Firstar Trust Company, 615 East Wisconsin Avenue, Fourth Floor, Milwaukee,
Wisconsin 53202.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of Common Stock in the public market could
adversely affect market prices of the Common Stock and make it more difficult
for the Company to sell equity securities in the future at times and prices
which it deems appropriate.
As of December 31, 1997, 39,057,626 shares of Common Stock were issued
and outstanding, of which 19,153,657 shares will be freely tradeable (assuming
all of the 3,537,882 shares offered hereby and all of the 290,000 shares and
375,000 shares offered for sale by selling shareholders under Registration
Statement File Nos. 333-46569 and 333-89513 are sold to nonaffiliates) without
restriction or further registration under the Securities Act. The 19,903,969
remaining shares ("Restricted Shares") may not be sold except in compliance with
the registration requirements of the Securities Act or pursuant to an exemption
from
10
<PAGE> 13
registration such as the exemption provided by Rule 144 under the Securities
Act, and then only in compliance with the volume and manner of sale limitations
of Rule 144. Approximately 19,236,851 Restricted Shares owned by affiliates and
others currently are eligible for sale under Rule 144. The 667,118 remaining
Restricted Shares (assuming all of the 3,537,882 shares offered hereby and all
of the 290,000 shares and 375,000 shares offered for sale by selling
shareholders under Registration Statement File Nos. 333-46569 and 333-89513 are
sold to nonaffiliates) will be eligible for sale under Rule 144 at various times
throughout the next 12 months.
In general, under Rule 144 a stockholder (or stockholders whose shares
are aggregated) who has beneficially owned for at least one year shares
privately acquired directly or indirectly from the Company or from an
"affiliate" of the Company, and persons who are affiliates of the Company, are
entitled to sell within any three-month period a number of shares that does not
exceed the greater of 1% of the outstanding shares of the Company's Common Stock
(approximately 390,576 shares at December 31, 1997) or the average weekly
trading volume in the Company's Common Stock in the over-the-counter market
during the four calendar weeks preceding such sale and may only sell such shares
through unsolicited brokers' transactions. A stockholder (or stockholders whose
shares are aggregated) who has not been an affiliate of the Company for at least
90 days and who has beneficially owned the Restricted Stock for at least two
years is entitled to sell such shares under Rule 144 without regard to the
volume and manner of sale limitations described above.
SELLING STOCKHOLDERS
On December 31, 1997, the Company issued 3,537,882 shares of Common
Stock to the holders all of the outstanding capital stock (the "Shares") of
McQueen International Limited ("McQueen"), a corporation organized and existing
under the laws of Scotland. McQueen provides inbound call center support and
customer service, software fulfillment and foreign language translation and
localization services. The shares were issued in connection with the purchase of
the Shares pursuant to an Acquisition Agreement, dated December 31, 1997, among
Sykes and the McQueen Shareholders. Under the terms of the Registration Rights
Agreement, dated December 31, 1997, entered into among the McQueen Shareholders
and the Company in conjunction with the consummation of the acquisition, the
Company agreed to file a registration statement under the Securities Act to
cover the sale of the Shares issued to the former McQueen Shareholders, and to
keep such registration statement effective for a period not to exceed the first
anniversary of the issuance of the Common Stock covered by this Prospectus.
Accordingly, 3,537,882 shares of Common Stock covered by this Prospectus are
being offered for sale by the former McQueen Shareholders.
The number of shares being offered by the Selling Stockholders are
governed by the preexisting agreements between the Selling Stockholders and the
Company described above. The following table sets forth certain information with
respect to the beneficial ownership of the Company's Common Stock as of December
31, 1997, and as adjusted to reflect the assumed sale of all of the shares
offered hereby by each Selling Stockholder.
11
<PAGE> 14
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior Number of Owned After
to the Offering Shares the Offering (1)
-------------------- Being -------------------
Number Percent Offered Number Percent
------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Adobe Incentive Partners, L.P........................ 486,676 1.25% 486,676 0 -
Gray, David R. (2)................................... 3,988 * 3,988 0 -
Gray, Mark J. (3).................................... 3,988 * 3,988 0 -
Gray, Michael Maxwell (4)............................ 1,224,590 3.14% 1,224,590 0 -
The Michael Maxwell Gray Family Trust (5)............ 250,470 * 250,470 0 -
The M. M. Gray 1997 Liferent Trust (6)............... 645,814 1.65% 645,814 0 -
Gray, Patricia Ann (7)............................... 80,355 * 80,355 0 -
Hart, Thomas J. (8).................................. 68,230 * 60,157 8,073 *
T. J. Hart Children Trust (9) ....................... 32,290 * 32,290 0 -
T. J. Hart 1997 Liferent Trust (10) ................. 57,934 * 57,934 0 -
IBJ Schroder Bank and Trust Company, Trustee
f/b/o The Rand McNally Earn Out Trust............. 349,213 * 349,213 0 -
McQueen Employee Stock Ownership Trust (11) ......... 128,037 * 128,037 0 -
Thaden, James T. (12)................................ 94,181 * 86,108 8,073 -
Tripp, Alan Charles MacDonald (13)................... 59,382 * 51,309 8,073 *
The Tripp Family Trust (14).......................... 16,145 * 16,145 0 -
The A. C. M. Tripp 1997 Liferent Trust (15).......... 60,808 * 60,808 0 -
---------
Total Shares Offered............................ 3,537,882
=========
</TABLE>
*Less than 1%.
- ---------------------------------------
(1) The named stockholder has sole voting and investment power with respect
to the shares shown as being beneficially owned by it, except as
otherwise indicated.
(2) David R. Gray is the adult son of Michael Maxwell Gray, a Director of
McQueen. See Footnote (4).
(3) Mark J. Gray is the adult son of Michael Maxwell Gray, a Director of
McQueen. See Footnote (4).
(4) The shares represented do not include shares of the Company's Common
Stock owned by The Michael Maxwell Gray Family Trust and The M. M. Gray
1997 Liferent Trust, irrevocable trusts for which Michael Maxwell Gray
and Patricia Ann Gray, his spouse, serve as trustees. The shares also
do not include shares owned by McQueen Employee Share Ownership
Trust, for which McQueen ESOT Trustees Limited serves as trustee.
Michael Maxwell Gray is a trustee of McQueen ESOT Trustees Limited.
Further, the shares also do not include shares owned by Patricia Ann
Gray, the spouse of Michael Maxwell Gray. Michael Maxwell Gray and
Patricia Ann Gray have voting and dispositive power over the shares
owned by The Michael Maxwell Gray Family Trust, The M. M. Gray 1997
Liferent Trust, as well as shares owned by each other. Michael Maxwell
Gray also shares voting and dispositive power over the shares owned by
McQueen Employee Ownership Trust. See Footnotes (5), (6), (7) and
(11). Michael Maxwell Gray is a Director of McQueen and currently
provides executive management services pursuant to a Management
Contract with McQueen.
(5) The Michael Maxwell Gray Family Trust is an irrevocable trust. Michael
Maxwell Gray and Patricia Ann Gray, his spouse, serve as trustees of
the Trust and have voting and dispositive power over the shares owned
by the Trust. See Footnotes (4) and (7).
(6) The M. M. Gray 1997 Liferent Trust is an irrevocable trust. Michael
Maxwell Gray and Patricia Ann Gray, his spouse, are the trustees of
the Trust, and have voting and dispositive power over the shares
owned by the Trust. See Footnotes (4) and (7).
(7) Patricia Ann Gray is the spouse of Michael Maxwell Gray, a Director of
McQueen. The shares represented do not include shares of the Company's
Common Stock owned by The Michael Maxwell Gray Family Trust and The M.
M. Gray 1997 Liferent Trust, irrevocable trusts for which Patricia Ann
Gray and Michael Maxwell Gray, her spouse, serve as trustees. The
shares also do not include shares owned by Michael Maxwell Gray,
12
<PAGE> 15
the spouse of Patricia Ann Gray. Patricia Ann Gray and Michael Maxwell
Gray have voting and dispositive power over the shares owned by The
Michael Maxwell Gray Family Trust, The M. M. Gray 1997 Liferent Trust,
as well as shares owned by each other. See Footnotes (4), (5) and (6).
(8) The shares represented include 8,073 shares of Common Stock which
Thomas J. Hart has the right to acquire pursuant to currently
exercisable stock options at an exercise price of $1.24 per share. The
shares represented do not include shares of the Company's Common Stock
owned by The T. J. Hart Children Trust and The T. J. Hart 1997 Liferent
Trust, an irrevocable trusts for which Thomas J. Hart and Jill Hart,
his spouse, serve as trustees. T. J. Hart and Jill Hart have voting and
dispositive power over the shares owned by The T. J. Hart Children
Trust, The T. J. Hart 1997 Liferent Trust, as well as shares owned
individually by Thomas J. Hart. See Footnotes (9) and (10). Thomas J.
Hart is employed by the Company as the Managing Director--Call Center
Services of McQueen, Limited, a subsidary of McQueen.
(9) The T. J. Hart Children Trust is an irrevocable trust. Thomas J. Hart
and Jill Hart, his spouse, serve as trustees of the Trust and have
voting and dispositive power over the shares owned by the Trust. See
Footnote (8)
(10) The T. J. Hart 1997 Liferent Trust is an irrevocable trust. Thomas J.
Hart and Jill Hart, his spouse, are the trustees of the Trust, and
have voting and dispositive power over the shares owned by the Trust.
See Footnote (8).
(11) Michael Maxwell Gray is a trustee of McQueen ESOT Trustees Limited,
the trustee of McQueen Employee Ownership Trust. Michael Maxwell
Gray shares voting and dispositive power over the shares owned by
the McQueen Employee Ownership Trust. See Footnote (4).
(12) The shares represented include 8,073 shares of Common Stock which James
T. Thaden has the right to acquire pursuant to currently exercisable
stock options at an exercise price of $1.24 per share. James T. Thaden
is employed by the Company as Regional Manager--Fulfillment Services.
(13) The shares represented include 8,073 shares of Common Stock which Alan
Charles McDonald Tripp has the right to acquire pursuant to currently
exercisable stock options at an exercise price of $1.24 per share.
The shares represented do not include shares of the Company's
Common Stock owned by The Tripp Family Trust and The A. C. M. Tripp
1997 Liferent Trust, an irrevocable trusts for which Alan Charles
McDonald Tripp and Kathryn Margaret Tripp, his spouse, serve as
trustees. Alan Charles McDonald Tripp and Kathryn Margaret Tripp have
voting and dispositive power over the shares owned by The Tripp Family
Trust, The A. C. M. Tripp 1997 Liferent Trust, as well as shares owned
individually by Alan Charles McDonald Tripp. See Footnotes (14) and
(15). Alan Charles McDonald Tripp is employed by the Company as the
Managing Director--Manufacturing and Fulfillment Services of McQueen,
Limited, a subsidiary of McQueen.
(14) The Tripp Family Trust is an irrevocable trust. Alan Charles McDonald
Tripp and Kathryn Margaret Tripp, his spouse, serve as trustees of the
Trust and have voting and dispositive power over the shares owned by
the Trust. See Footnote (13).
(15) The A. C. M. Tripp 1997 Liferent Trust is an irrevocable trust. Alan
Charles McDonald Tripp and Kathryn Margaret Tripp, his spouse, are the
trustees of the Trust, and have voting and dispositive power over the
shares owned by the Trust. See Footnote (13).
PLAN OF DISTRIBUTION
The distribution of the shares of Common Stock by a Selling Stockholder
may be effected from time to time in one or more transactions (which may involve
block transactions) in the over-the-counter market, or on the NASDAQ National
Market System (or any exchange on which the Common Stock may then be listed) in
negotiated transactions, through the writing of options (whether such options
are listed on an options exchange or otherwise), or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. A Selling
Stockholder may effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from a Selling Stockholder
and/or purchasers of shares for whom they may act as agent (which compensation
may be in excess of customary commissions). A Selling Stockholder also may
pledge shares as collateral for margin accounts and such shares could be resold
pursuant to the terms of such accounts.
13
<PAGE> 16
In order to comply with certain state securities laws, if applicable,
the Common Stock will not be sold in a particular state unless such securities
have been registered or qualified for sale in such state or any exemption from
registration or qualification is available and complied with.
The Company will not receive any of the proceeds from the sale of
shares of Common Stock by the Selling Stockholders.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Foley & Lardner, Tampa, Florida.
EXPERTS
The financial statements incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended December 31,
1997, have been audited by Coopers & Lybrand L.L.P., independent auditors, as
stated in their report, which is incorporated herein by reference and have been
so incorporated in reliance upon such report given upon the authority of that
firm as experts in accounting and auditing. The financial statements of McQueen
International Limited and subsidiaries for the years ended February 28, 1997 and
1996 incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, have been audited by
Grant Thornton, independent auditors, as stated in their report, which is
incorporated herein by reference and have been so incorporated in reliance upon
such report given upon the authority of that firm as experts in accounting and
auditing.
14
<PAGE> 17
================================================================================
NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN SO AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information................................. 2
Incorporation of Certain Documents
by Reference....................................... 2
The Offering.......................................... 2
The Company........................................... 3
Risk Factors ......................................... 5
Use of Proceeds....................................... 9
Description of Capital Stock.......................... 10
Shares Eligible for Future Sale....................... 10
Selling Stockholders.................................. 11
Plan of Distribution.................................. 13
Legal Matters......................................... 14
Experts............................................... 14
</TABLE>
================================================================================
================================================================================
SYKES ENTERPRISES, INCORPORATED
3,537,882 SHARES
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
[April ___, 1998]
================================================================================
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the fees and expenses in connection with
the issuance and distribution of the securities being registered hereunder.
Except for the SEC registration fee, all amounts are estimates. The Selling
Stockholders will pay any transfer and sales taxes on the shares sold by them in
this filing and the fees and expenses of its own counsel.
<TABLE>
<S> <C>
SEC registration fee............................................. $ 21,918
Accounting fees and expenses..................................... 5,000*
Legal fees and expenses.......................................... 15,000*
Blue Sky fees and expenses (including counsel fees).............. 0*
Printing expenses................................................ 1,000*
Transfer agent's and registrar's fees and expenses............... 500*
Miscellaneous expenses........................................... 1,000*
--------
Total....................................................... $ 44,418*
========
</TABLE>
*Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Bylaws provide that the Registrant shall indemnify
directors and executive officers to the fullest extent now or hereafter
permitted by the Florida Act.
Section 607.0850 of the Florida Business Corporation Act (the "Florida
Act") sets forth the conditions and limitations governing the indemnification of
officers, directors and other persons.
Reference is made to Article 10 of the Registrant's Bylaws, a copy of
which is incorporated herein by reference as Exhibit 3.2, which provides for
indemnification of officers and directors of the Registrant to the full extent
authorized by the aforesaid section of the Florida Act. Article 10 of the Bylaws
also authorizes the Registrant to purchase and maintain insurance on behalf of
any officer, director, employee, trustee or agent of the Registrant against any
liability asserted against or incurred by them in such capacity or arising out
of their status as such whether or not the Registrant would have the power to
indemnify such officer, director, employee, trustee or agent against such
liability under the provisions of such article or Florida law. Reference also is
made to Article 6 of the Registrant's Articles of Incorporation, [as amended,] a
copy of which is incorporated herein by reference as Exhibit 3.1, which limits a
director's liability in accordance with the aforesaid section of the Florida
Act.
The Registrant has entered into Indemnification Agreements with its
executive officers and directors, a form of which is incorporated herein by
reference as Exhibit 10.1. These Indemnification Agreements provide that the
executive officers and directors will be indemnified to the fullest extent
permitted by law against all expenses (including attorneys' fees), judgments,
fines and amounts paid or incurred by them for settlement in any action or
proceeding, including any derivative action, on account of their service as a
director or officer of the Company or of any subsidiary of the Company or of any
other company or enterprise in which they are serving at the request of the
Company. No indemnity will be provided to any director or officer under these
agreements on account of conduct which is finally adjudged to be knowingly
fraudulent or deliberately dishonest or willful misconduct. In addition, no
indemnification will be provided if there is a final adjudication that such
indemnification is not lawful, or in respect of any suit in which judgment is
rendered against a director or officer for an accounting of profits made from a
purchase or sale of securities of the Company in violation of Section 16(b) of
the Securities Exchange Act of 1934, or of any similar
II--1
<PAGE> 19
statutory law, or on account of any compensation paid to a director or officer
which is adjudicated to have been in violation of law, and in certain other
circumstances.
The agreements bind the Company to provide indemnification to directors
and officers whether or not the Company maintains directors' and officers'
liability insurance coverage and regardless of any future changes in the Bylaws,
although the agreements require the Company to use reasonable efforts to obtain
and maintain such insurance.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), 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 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.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1 Registration Rights Agreement, dated December 31, 1997, among
[DESCRIBE], and Sykes Enterprises, Incorporated (filed
herewith)
5 Opinion of Foley & Lardner as to the legality of the shares of
Common Stock being registered (filed herewith)
23.1 Consent of Foley & Lardner (contained in its opinion filed
herewith as Exhibit 5 and incorporated herein by reference)
23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith)
23.3 Consent of Grant Thornton (filed herewith)
24.1 Power of Attorney (found in Part II on Page II-4)
24.2 Certified Resolutions of the Board of Directors authorizing
Power of Attorney (filed herewith)
</TABLE>
ITEM 17. UNDERTAKINGS
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the Registration Statement;
(iii) 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;
II--2
<PAGE> 20
provided, however, that paragraphs (i) and (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 by the registrant pursuant to
Sections 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
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.
(3) To remove from registration by means of a post-effective
amendment the securities being registered which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes 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
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
Securities Act of 1934) 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 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 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.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
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.
II--3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Tampa, and
State of Florida, on this 31st day of March, 1998.
SYKES ENTERPRISES, INCORPORATED
By:/s/ Scott J. Bendert
----------------------------------------------------
Scott J. Bendert
Sr. Vice President--Finance, Treasurer, and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Scott J. Bendert and John L. Crites, Jr., and each of
them individually, his true and lawful attorney-in-fact and agent, 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 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 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 connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John H. Sykes Chairman of the Board, President, March 31, 1998
- ------------------------------------------------- Chief Executive Officer and Director
John H. Sykes (Principal Executive Officer)
/s/ Scott J. Bendert Sr. Vice President--Finance, March 31, 1998
- ------------------------------------------------- Treasurer, and Chief Financial
Scott J. Bendert Officer (Principal Financial and
Accounting Officer)
/s/ Gordon H. Loetz Executive Vice President, Chief March 31, 1998
- ------------------------------------------------- Operating Officer and Director
Gordon H. Loetz
/s/ Furman P. Bodenheimer, Jr. Director March 31, 1998
- -------------------------------------------------
Furman P. Bodenheimer, Jr.
/s/ John D. Gannett, Jr. Director March 31, 1998
- -------------------------------------------------
John D. Gannett, Jr.
/s/ H. Parks Helms Director March 31, 1998
- -------------------------------------------------
H. Parks Helms
/s/ Ernest J. Milani Director March 31, 1998
- -------------------------------------------------
Ernest J. Milani
/s/ Adelaide A. Sink Director March 31, 1998
- -------------------------------------------------
Adelaide A. Sink
/s/ R. James Stroker Director March 31, 1998
- -------------------------------------------------
R. James Stroker
</TABLE>
II--4
<PAGE> 1
EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of December
31, 1997, is entered into by and among SYKES ENTERPRISES, INCORPORATED, a
Florida corporation ("SEi"), and the undersigned shareholders (each, a "Seller,"
and collectively, the "Sellers") of McQueen International Limited, a limited
liability corporation organized and existing under Scots law (the "Company").
WHEREAS, this Agreement is made in connection with the sale by the Sellers
of all the outstanding share capital and options to acquire share capital (the
"Shares") of the Company to SEi pursuant to the Acquisition Agreement dated
December 31, 1997 by and among SEi and the Sellers (the "Acquisition
Agreement");
WHEREAS, in order to induce the Sellers to enter into the Acquisition
Agreement, SEi has agreed to provide the Sellers with the registration rights
set forth in this Agreement; and
WHEREAS, the execution and delivery of this Agreement is a condition to the
sale of the Shares to the Buyer.
NOW, THEREFORE, in consideration of these premises and the mutual promises
herein contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS.
Closing: The closing of the transactions contemplated by the Acquisition
Agreement.
Common Stock: The common stock, par value $.01 per share, of SEi.
Date of Issuance: The Closing Date (as defined in the Acquisition
Agreement).
Holder: A Seller so long as such Seller owns any Registrable Securities and
any of such Seller's respective successors and assigns who acquire rights in
accordance with this Agreement with respect to Registrable Securities directly
or indirectly from such Seller, or from such other successor and assign, and who
agree in writing, in form and substance satisfactory to SEi, to be bound hereby.
Registration Expenses: Any and all reasonable expenses actually incurred
incident to performance of or compliance with this Agreement other than
underwriting discounts and commissions and transfer taxes, if any, but including
up to $5,000 in the aggregate of the legal expenses of the Holders incurred with
respect to the registration of Registrable Securities.
<PAGE> 2
Registrable Securities: The shares constituting the Subject Common Stock;
provided, however, that specific shares of the Subject Common Stock shall not be
Registrable Securities if and to the extent that (i) a Registration Statement
with respect to such shares of Subject Common Stock shall have been declared
effective under the Securities Act and such shares of Subject Common Stock shall
have been disposed of in accordance with such Registration Statement, (ii) such
shares of Subject Common Stock shall have been distributed to the public in
accordance with Rule 144 (or any successor provision) promulgated under the
Securities Act, (iii) such shares of Subject Common Stock shall have been
otherwise transferred in accordance with the provisions of this Agreement and
the Acquisition Agreement, and new certificates for them not bearing a legend
restricting further transfer shall have been delivered by SEi, or (iv) the
transfer of such shares of Subject Common Stock is prohibited by Section 5.5(g)
of the Acquisition Agreement.
Registration Statement: Any registration statement of SEi filed with the
SEC which provides for the registration for sale or other transfer of the
Registrable Securities (in whole or in part), including the prospectus included
therein, all amendments and any supplements to such Registration Statement,
including post-effective amendments, all exhibits and all material incorporated
by reference in such Registration Statement.
Requisite Holder(s): The Holder or Holders of at least an aggregate of
400,000 shares of Registrable Securities then outstanding (computed as of the
date of this Agreement as adjusted for stock splits, stock dividends,
combinations and similar transactions).
SEC: The United States Securities and Exchange Commission.
Securities Act: The Securities Act of 1933, as amended from time to time,
or any successor statute, and the rules and regulations of the SEC thereunder,
all as in effect at the time.
Subject Common Stock: The shares of Common Stock issued to the Sellers
pursuant to the Acquisition Agreement and any additional shares of Common Stock
or shares of any other security of SEi issued in respect of such shares, by way
of stock splits, stock dividends, or otherwise.
2. REGISTRATION UNDER THE SECURITIES ACT
(a) REGISTRATION ON DEMAND.
(i) Request for Registration. At any time during the period
beginning on the sixtieth day after the Date of Issuance and ending on the first
anniversary of the Date of
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<PAGE> 3
Issuance and subject to Sections 2(c) and 2(d), the Requisite Holder(s) may, by
written notice to SEi, require SEi to effect the registration under the
Securities Act of Registrable Securities (a "Demand Registration"). The notice
requesting a Demand Registration shall specify the method of distribution of the
Registrable Securities to be covered. Upon receipt of such notice, SEi will
promptly give written notice of such requested registration (a "Section 2(a)
Notice") to any and all other Holders who hold of record any Registrable
Securities and thereupon will file a Registration Statement in form and scope
sufficient to permit, under the Securities Act and any other applicable law and
regulations, all of the Registrable Securities of such Holder or Holders (to the
extent requested) to be registered in accordance with the methods of
distribution specified in such requests (the "Demand Registration Statement").
SEi shall use its best efforts to have the Demand Registration Statement
declared effective as promptly as practicable (but in no event later than 120
days after such request), providing for the sale of all of such Holder's or
Holders' Registrable Securities (to the extent requested), and to keep the
Demand Registration Statement continuously effective until the first anniversary
of the Date of Issuance or, if shorter, until such time as all the Registrable
Securities covered by the Demand Registration Statement have been sold pursuant
thereto. The Demand Registration Statement shall provide for the registration
under the Securities Act of:
(A) the Registrable Securities which SEi has been so requested
to register by such Holder or Holders, and
(B) all other Registrable Securities which SEi has been
requested to register by any other Holders of Registrable Securities by written
request (specifying the intended method of distribution thereof) given to SEi
within 15 days after the giving of the Section 2(a) Notice.
SEi may on one occasion only postpone filing a Demand Registration Statement
under this Section 2(a) for a reasonable period (not in excess of 75 days) if in
its reasonable judgment such filing would require the disclosure of material
information that SEi has a bona fide business purpose for preserving as
confidential. SEi shall be obligated to effect a Demand Registration pursuant to
this Section 2(a) only once.
(ii) Registration Statement Form. Registrations under this Section
2(a) shall be on such appropriate registration forms of the SEC as shall be
selected by SEi, be reasonably acceptable to the Holder or Holders who are the
registered holders of at least a majority of the Registrable Securities to be
registered pursuant to this Section 2(a) and permit the disposition of
Registrable Securities in accordance with the intended method or methods of
disposition specified in the requests for registration relating thereto.
(iii) Expenses. SEi shall pay all Registration Expenses in connection
with the registration pursuant to this Section 2(a) and the Holder or Holders
requesting registration pursuant to this Section 2(a) shall pay all underwriting
discounts and commissions, any transfer taxes and any expenses of counsel for
any Holder or Holders not expressly included in
3
<PAGE> 4
Registration Expenses relating to the sale or disposition of such Holder's
Registrable Securities pursuant to such Registration Statement.
(iv) Effective Registration Statement. A Demand Registration
requested pursuant to Section 2(a) hereof will not be deemed to have been
effected unless it has been declared effective by the SEC and not less than
eighty-five percent (85%) of the Registrable Securities covered thereby are sold
in accordance with the terms and conditions set forth therein; provided, however
that if a Demand Registration does not become effective solely by reason of any
act or omission on the part of the Holder or Holders reuesting such Demand
Registration, such Demand Registration shall nevertheless fulfill SEi's
obligations under this Section 2(a) to effect a Demand Registration; provided
further, however, that if, after it has been declared effective, the offering of
Registrable Securities pursuant to such registration is interfered with by a
stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such registration will be deemed not to have
become effective or to have been effected.
(v) Selection of Underwriter. If any of the Registrable Securities
covered by the Demand Registration are to be sold in an underwritten offering,
SEi shall select the underwriter or underwriters in its sole discretion. SEi and
the Holders will take all reasonable steps to cooperate with the underwriter or
underwriters so selected to conduct the offering in a manner customary for such
underwritten offering, including without limitation entering into an
underwriting agreement with such underwriters.
(vi) Registration Not Required. Notwithstanding the other provisions
of Section 2(a), SEi shall not be required to effect a Demand Registration under
this Section 2(a):
(A) after SEi has delivered notice of a Piggyback Registration
pursuant to Section 2(b) and for so long as such Piggyback Registration is
pending, regardless of whether any notice requesting a Demand Registration has
been sent pursuant to Section 2(a) prior to such notice of a Piggyback
Registration; provided that in the event such Piggyback Registration is no
longer pending, the Requisite Holder(s) may, by written notice to SEi, require a
Demand Registration and, upon receipt of such notice, SEi shall use its best
efforts to have a Demand Registration Statement declared effective as promptly
as practicable (but in no event later than the later of (i) 120 days after the
original request for a Demand Registration, and (ii) 45 days after the second
request for a Demand Registration if the Demand Registration Statement is not
reviewed by the SEC or 75 days after the second request for a Demand
Registration if the Demand Registration Statement is reviewed by the SEC.
(B) for Registrable Securities owned by any Holder that did not,
by delivering the requisite notice, exercise its right to register such
Registrable Securities in a Piggyback Registration when so offered by SEi under
Section 2(b), if such Holder could have participated to the extent requested
(subject to Section 2(c)) in such Piggyback Registration on a firm committment
underwriting basis on customary terms without any obligation to
4
<PAGE> 5
indemnify except with respect to information provided in writing by such Holder
with respect to such Holder; or
(C) if the Demand Registration covers Registrable Securities
with an aggregate market value of less than $250,000 or which represent less
than a majority of the Registrable Securities then outstanding.
(b) PIGGYBACK REGISTRATIONS.
(i) Right to Piggyback. Subject to Sections 2(c) and 2(d) hereof, if
at any time prior to the first anniversary of the Date of Issuance SEi proposes
to file a Registration Statement under the Securities Act with respect to any
offering of the Common Stock by SEi for its own account and/or on behalf of any
of its security holders (other than (i) a registration on Form S-8 or S-4 or any
successor form, (ii) a registration relating to a transaction subject to Rule
145 under the Securities Act, or (iii) any registration of securities as it
relates to an offering and sale to management of SEi pursuant to any employee
stock plan or other employee benefit plan arrangement) then, as soon as
practicable (but in no event less than twenty (20) days prior to the proposed
date of filing such Registration Statement), SEi shall give written notice
(including the proposed offering price or range of offering prices, the type and
amount of securities proposed to be registered, proposed distribution
arrangements and the name of the managing underwriter) of such proposed filing
to the Holders, and such notice shall offer the Holders the opportunity to
register such number of Registrable Securities as the Holders may request (a
"Piggyback Registration"). Subject to subsection 2(d), SEi shall include in such
Registration Statement all Registrable Securities requested within fifteen (15)
days after the receipt of any such notice (which request shall specify the
Registrable Securities intended to be disposed of by the Holders to be included
in the registration for such offering pursuant to a Piggyback Registration),
provided, however, that if, at any time after giving written notice of its
intention to register Common Stock and prior to the effective date of the
Registration Statement filed in connection with such registration, SEi shall
determine for any reason not to register or to delay registration of the Common
Stock to be registered for sale by SEi, SEi may, at its election, give written
notice of such determination to the Holder of Registrable Securities and,
thereupon, (i) in the case of a determination not to register, shall be relieved
of its obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Registration Expenses in
connection therewith), and (ii) in the case of a determination to delay
registering, shall be permitted to delay registering any Registrable Securities,
on one occasion only for a reasonable period (not in excess of 75 days) if in
its reasonable judgment such filing would require the disclosure of material
information that SEi has a bona fide business purpose for preserving as
confidential.
(ii) Piggyback Expenses. The Registration Expenses of the Holders of
Registrable Securities will be paid by SEi in a Piggyback Registration.
Underwriting discounts and commissions and transfer taxes, if any, incurred with
respect to the Registrable Securities shall be borne by the Sellers.
5
<PAGE> 6
(c) UNDERWRITER'S CUTBACK. Notwithstanding Sections 2(a) and 2(b), if a
Piggyback Registration is an underwritten offering being made on behalf of SEi,
and the managing underwriter or underwriters advise SEi in writing that in their
opinion the number of shares of Common Stock requested to be included in such
registration exceeds the number which can be sold in such offering or would be
reasonably likely to adversely affect the price or distribution of the Common
Stock offered in such offering or the timing thereof, then the shares of Common
Stock to be included in such registration shall be the number of shares of
Common Stock, adjusted on a pro rata basis, that, in the opinion of such
underwriter or underwriters, can be sold without an adverse effect on the price,
timing or distribution of the Common Stock to be included.
(d) REGISTRATION NOT REQUIRED. Notwithstanding Sections 2(a) and 2(b), in
the event the Holder or Holders request that any of the Registrable Securities
covered by this Agreement be sold in an underwritten offering or otherwise
request registration pursuant to this Agreement, SEi shall not be required to
take the action required or contemplated herein to accommodate or permit such
underwritten offering or other registration of the shares subject to the request
if SEi has provided to the requesting Holders an unqualified opinion of counsel
knowledgeable in Securities Act matters to the effect that all of such
Registrable Securities may immediately be sold by such Holders in a brokered
transaction under Rule 144 during any ninety (90) day period without
registration under the Securities Act and applicable state securities laws.
3. HOLD-BACK AGREEMENTS.
(a) RESTRICTIONS ON PUBLIC SALE BY THE HOLDERS. In the event Registrable
Securities are covered by a Registration Statement filed pursuant to Section 2
of this Agreement, the Holders agree not to effect any public sale or
distribution of Common Stock, including a sale pursuant to Rule 144 under the
Securities Act, during the 15-day period prior to, and during the 90-day period
beginning on, the effective date of such Registration Statement (except pursuant
to such Registration Statement), if, and then only to the extent, so requested
in writing by SEi, in the case of a non-underwritten public offering, or by the
managing underwriter or underwriters, in the case of an underwritten offering.
(b) RESTRICTIONS ON PUBLIC SECURITY SALE BY SEI. SEi agrees not to make any
filing to register and agrees not to effect or offer to effect any public sale
or distribution of or purchase any security (other than any such sale or
distribution of such Common Stock in connection with any transaction subject to
Rule 145 under the Securities Act or in connection with offers and sales to
employees under employee benefit plans) during the 15-day period prior to, and
during the 90-day period beginning on, the effective date of any Registration
Statement filed pursuant to Section 2(a) hereof.
4. REGISTRATION PROCEDURES. In connection with SEi's obligations under Section
2 hereof, SEi shall use it best efforts to effect or cause to be effected the
registration of the Registrable
6
<PAGE> 7
Securities under the Securities Act to permit offers and sales in accordance
with the intended method or methods of distribution thereof. SEi may require the
Holders to use their best efforts to furnish to SEi such information regarding
the distribution of the Registrable Securities as SEi may from time to time
reasonably request in writing. SEi further agrees to (i) furnish Holders for
whom shares are registered such number of copies of the Registration Statement,
a prospectus, a preliminary prospectus, and amendments thereto, if applicable,
as such Holders may reasonably request; (ii) enter into customary agreements,
including an underwriting agreement (which shall include the indemnification and
contribution provisions under Section 5 or similar provisions), and to make
customary representations to any underwriters with respect to the registration
statement; (iii) make available to any underwriters its offices and records as
reasonably requested for the purpose of allowing the underwriters to conduct a
customary "due diligence" investigation; (iv) cooperate with the underwriter or
underwriters in making any filing or submissions (including information filed
therewith) required to be made with the National Association of Securities
Dealers, Inc., and (v) list the shares registered on such Holder's or Holders'
behalf on the exchange or quotation system on which the SEi Common Stock is at
the time listed. During periods in which a Registration Statement is effective
and during which the Holders must deliver a prospectus to comply with the
prospectus delivery requirements of the Securities Act, SEi agrees (i) to notify
each Holder of the occurrence of an event which causes the prospectus or, in the
absence of a prospectus, the preliminary prospectus included in such
Registration Statement to contain any untrue statement of a material fact or to
omit to state a material fact necessary to make the statements therein not
misleading in light of the circumstances in which they were made, and (ii) upon
the occurrence of any such event, to supplement or amend such prospectus or
preliminary prospectus as soon as reasonably practicable so that such prospectus
or preliminary prospectus does not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein to make the
statements therein not misleading in light of the circumstances in which they
were made.
5. INDEMNIFICATION.
(a) SEi agrees to indemnify, to the extent permitted by law, each Holder of
Registrable Securities and (as applicable) its officers and directors and each
person or entity who controls such Holder (within the meaning of the Securities
Act) against all losses, claims, damages, liabilities and expenses caused by any
untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, (in the case of a prospectus, always in light of the
circumstances under which the statements are made) except insofar as the same
are caused by or contained in any information furnished in writing to SEi by
such Holder or its affiliate expressly for use therein or by such Holder's
failure to deliver a copy of the registration statement or prospectus or any
amendments or supplements thereto after SEi has furnished such Holder with a
sufficient number of copies of the same. In connection with an underwritten
offering, SEi will indemnify such underwriters,
7
<PAGE> 8
their officers and directors and each person or entity who controls such
underwriters (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the Holders of Registrable
Securities.
(b) In connection with any Registration Statement in which a Holder of
Registrable Securities is participating, each such Holder will furnish to SEi in
writing such information and affidavits as SEi reasonably requests for use in
connection with any such Registration Statement or prospectus and, to the extent
permitted by law, will indemnify SEi, its directors and officers and each person
or entity and entity who controls SEi (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses resulting from any
untrue or alleged untrue statement of material fact contained in the
Registration Statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, (in the case of a prospectus, always in light of the
circumstances under which the statements are made) but only to the extent that
such untrue statement or omission is contained in any information or affidavit
so furnished in writing by such Holder or its affiliate; provided that the
obligation to indemnify will be several, not joint and several, among such
Holders of Registrable Securities and the liability of each such Holder of
Registrable Securities in the event that more than one Holder is liable will be
in proportion to and limited to the net amount received by such Holder from the
sale of Registrable Securities pursuant to such Registration Statement.
(c) Any person or entity entitled to indemnification hereunder will (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification; provided, however, that failure to give such
notice will not prejudice such person's or entity's right to indemnification
from the indemnifying party, except as to any losses suffered by such person or
entity which are attributable to such person's or entity's failure to promptly
give such notice to such indemnifying party and (ii) unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. The indemnifying party will not be
subject to any liability for any settlement made by the indemnified party
without its consent (but such consent will not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim.
(d) The indemnification provided for under this Agreement will remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling person or entity
of such indemnified party and will survive the transfer of securities and the
termination of this Agreement. SEi also agrees to make such
8
<PAGE> 9
provisions as are reasonably requested by any indemnified party for contribution
to such party in the event SEi's indemnification is unavailable or unenforceable
for any reason.
6. OTHER AGREEMENTS.
(a) REGULATION S OFFERING. The Sellers agree that none of the Registrable
Securities will be offered for sale pursuant to Regulation S (as promulgated by
the SEC) without the prior written consent of SEi.
(b) MARKET SUPPORT. The parties to this Agreement hereby agree to
constructively put forth a plan for consideration of marketing support for the
Registrable Securities.
7. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. SEi has not entered into and will not on or
after the date of this Agreement enter into any agreement with respect to the
Common Stock which is inconsistent with the rights granted in this Agreement to
the Sellers or which otherwise conflicts with the provisions hereof.
(b) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless (i) SEi has obtained the written consent of the Holders to such
amendment, modification, or supplement or (ii) SEi has obtained from each Holder
a waiver or consent to such departure.
(c) NOTICES. All notices, requests, demands and other communications
(collectively, "Notices") that are required or may be given under this Agreement
shall be in writing. All Notices shall be deemed to have been duly given or
made: if by hand, immediately upon delivery; if by telecopier or similar device,
immediately upon sending, provided notice is sent on a business day during the
hours of 9:00 a.m. and 6:00 p.m. at the location of the party receiving the
Notice, but if not, then immediately upon the beginning of the first business
day after being sent; if by FedEx, Express Mail or any other reputable overnight
delivery service, three business days after being placed in the exclusive
custody and control of said courier; and if mailed by certified mail, return
receipt requested, ten business days after mailing. Notwithstanding the
foregoing, with respect to any Notice given or made by telecopier or similar
device, such Notice shall not be effective unless and until (i) the telecopier
or similar advice being used prints a written confirmation of the successful
completion of such communication by the party sending the Notice, and (ii) a
copy of such Notice is deposited in first class mail to the appropriate address
for the party to whom the Notice is sent. In addition, notwithstanding the
foregoing, a Notice of a change of address by a party hereto shall not be
effective until received by the party to whom such Notice of a change of address
is sent. All Notices are to be given or made to the parties at the following
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<PAGE> 10
addresses (or to such other address as either party may designate by Notice in
accordance with the provisions of this Section):
(i) if to the Holders, at the address set forth in the
Acquisition Agreement, or at the most current address given by the Holders to
SEi by means of a notice given in accordance with the provisions of this Section
7(c).
(ii) if to SEi, at the address set forth in the Acquisition
Agreement, or at the most current address given by SEi to the Sellers by means
of a notice given in accordance with the provisions of this Section 7(c).
(d) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(e) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(f) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Florida.
(g) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
(h) SUCCESSORS AND ASSIGNS. All covenants and agreements in this Agreement
by or on behalf of any of the parties hereto will bind and inure to the benefit
of the respective permitted successors and assigns of the parties hereto whether
so expressed or not. In addition, whether or not any express assignment has been
made, the provisions of this Agreement which are for the benefit of purchasers
or other permitted Holders of Registrable Securities are also for the benefit
of, and enforceable by, any subsequent permitted Holder of Registrable
Securities. The registration rights of the Holders under this Agreement may be
transferred to any transferee who lawfully acquires at least fifteen thousand
(15,000) shares of the Registrable Securities; provided, however, that SEi is
given written notice by the Holder at the time of such transfer stating the name
and address of the transferee and identifying the securities with respect to
which the rights under this Agreement are being assigned; and provided further,
that such transferee is a person who is reasonably satisfactory to SEi and
executes an agreement in writing agreeing to be bound by the provisions of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
10
<PAGE> 11
SYKES ENTERPRISES, INCORPORATED
By: /s/ Julian Voge
------------------------------------------
Julian Voge, Esq., Attorney-In-Fact
acting pursuant to a Power of
Attorney dated December 24, 1997
SELLERS:
/s/ Michael Maxwell Gray
---------------------------------------------
Michael Maxwell Gray
TRUSTEES OF MICHAEL MAXWELL GRAY
/s/
---------------------------------------------
Print Name:
----------------------------------
Title:
---------------------------------------
/s/Patricia Anne Gray
---------------------------------------------
Patricia Anne Gray
/s/ Mark J. Gray
---------------------------------------------
Mark J. Gray
/s/David R. Gray
---------------------------------------------
David R. Gray
IBJ SCHRODER BANK AND TRUST COMPANY, as
Trustee for the Rand McNally Earn Out Trust
/s/
---------------------------------------------
Print Name:
----------------------------------
Title:
---------------------------------------
11
<PAGE> 12
ADOBE INCENTIVE PARTNERS, L.P.
By: ADOBE SYSTEMS, INC., as General Partner
By:/s/
-------------------------------------
Its:
------------------------------------
Title:
----------------------------------
/s/ Alan Charles MacDonald Tripp
---------------------------------------------
Alan Charles MacDonald Tripp
/s/ Thomas J. Hart
---------------------------------------------
Thomas J. Hart
/s/James T. Thaden
---------------------------------------------
James T. Thaden
MCQUEEN ESOT TRUSTEES LIMITED
/s/
---------------------------------------------
Print Name:
----------------------------------
Title:
---------------------------------------
THE TRUSTEES OF M M GRAY'S 1997
LIFERENT TRUST
/s/
---------------------------------------------
Print Name:
----------------------------------
Title:
---------------------------------------
12
<PAGE> 13
THE TRUSTEES OF T J HART'S 1997
LIFERENT TRUST
/s/
---------------------------------------------
Print Name:
----------------------------------
Title:
---------------------------------------
THE TRUSTEES OF T J HART'S CHILDREN'S TRUST
/s/
---------------------------------------------
Print Name:
----------------------------------
Title:
---------------------------------------
THE TRUSTEES OF THE TRIPP FAMILY TRUST
/s/
---------------------------------------------
Print Name:
----------------------------------
Title:
---------------------------------------
THE TRUSTEES OF A C M TRIPP'S 1997
LIFERENT TRUST
/s/
---------------------------------------------
Print Name:
----------------------------------
Title:
---------------------------------------
13
<PAGE> 1
EXHIBIT 5
FOLEY & LARDNER
ATTORNEYS AT LAW
POST OFFICE BOX 3391
TAMPA, FLORIDA 33601-3391
100 NORTH TAMPA STREET, SUITE 2700 33602-5804
TELEPHONE (813) 229-2300
FACSIMILE (813) 221-4210
March 30, 1998
Sykes Enterprises, Incorporated
100 North Tampa Street, Suite 3900
Tampa, Florida 33602
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-3 (the "Registration Statement"), of Sykes Enterprises,
Incorporated (the "Company"), under the Securities Act of 1933, as amended (the
"Act"), for the registration of 3,537,882 shares of common stock, par value $.01
the "Shares").
As counsel for the Company, we have examined and are familiar with the
Articles of Incorporation and Bylaws of the Company; (a) the proceedings of the
Board of Directors of the Company relating to the issuance of the Shares; and
(b) such other Company records, documents and matters of law as we have deemed
to be pertinent.
Based upon our examination of such documents and our familiarity with such
proceedings, 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 are duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5 in the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus. 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 Act or the rules or regulations of the Securities and
Exchange Commission promulgated thereunder.
FOLEY & LARDNER
By /s/ Martin A. Traber
--------------------------------------
Martin A. Traber
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Sykes Enterprises, Incorporated on Form S-3 of our report dated
March 6, 1998, on our audits of the consolidated financial statements of Sykes
Enterprises, Incorporated and subsidiaries as of December 31, 1997, and for
the year ended December 31, 1997, which report is in the Annual Report on Form
10-K for the year ended December 31, 1997. Separate financial statements of
McQueen International Limited included in the 1995 and 1996 restated
consolidated statements of income and cash flows were audited and reported on
separately by other auditors. We also consent to the reference to our firm
under the caption "Experts."
Tampa, Florida
April 3, 1998
<PAGE> 1
EXHIBIT 23.3
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement of
Sykes Enterprises, Incorporated on Form S-3 our report dated February 18, 1998
accompanying the financial statements of McQueen International Limited and
subsidiaries for the years ended February 28, 1997 and 1996 included in the
Annual Report on Form 10-K of Sykes Enterprises, Incorporated as of and for the
year ended December 31, 1997. We also consent to the reference to our firm
under the caption "Experts."
GRANT THORNTON
Edinburgh
United Kingdom
April 3, 1998
<PAGE> 1
EXHIBIT 24.2
CERTIFICATE OF SECRETARY
THE UNDERSIGNED, MARGERY BASS, Secretary of SYKES ENTERPRISES, INCORPORATED
(the "Corporation"), hereby certify that the following resolutions were adopted
by the Board of Directors of the Corporation pursuant to a unanimous written
consent, effective March 25, 1998, and remain in full force and effect:
RESOLVED, that the signing of the Registration Statement relating to
the registration of shares of the Company's Common Stock issued to the
former Quotasholders of McQueen International Limited, a limited
liability company organized under the laws of Scotland, as required by
the rules and regulations of the Commission on behalf of the
Corporation by either the Chief Executive Officer and the Chief
Financial Officer, and each director, with additions to, changes in,
or deletions from the Registration Statement as such officers and as
such directors may deem necessary or advisable is hereby authorized
and approved (such signing to be conclusive evidence that the officers
and directors signing the same consider such additions, changes, or
deletions necessary or advisable); provided, however, that each of the
officers and directors of this Corporation is authorized to sign the
Registration Statement and any amendment thereto (either on behalf of
this Corporation, or as an officer, director, or otherwise) through
Scott J. Bendert and John L. Crites, Jr., or any one of them, as duly
authorized attorney or attorneys-in-fact; and it is
RESOLVED, that each officer or director who may be required to sign
the Registration Statement or any amendments, exhibits, or other
documents related thereto (whether for and on behalf the Corporation,
or in any other capacity) hereby is authorized to execute a power of
attorney constituting and appointing Scott J. Bendert and John L.
Crites, Jr., or any one of them, his true and lawful attorney-in-fact
and agent, 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 pre- or post-effective amendments to the Registration
Statement, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the 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 or
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
DATED: March 27, 1998 /s/ Margery Bass
----------------------------------------
MARGERY BASS
