PROSPECTUS
293,500 SHARES
SYKES ENTERPRISES, INCORPORATED
COMMON STOCK
The common stock of Sykes Enterprises, Incorporated is quoted on the
Nasdaq National Market System under the symbol "SYKE." On April 20, 1999, the
last reported sale price of our common stock on the Nasdaq National Market
System was $25.56 per share.
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The shares of common stock offered by this prospectus will be sold from
time to time by the selling shareholders named in this prospectus. Shares of
common stock may be offered by this prospectus until November 23, 1999. Sykes
will not receive any proceeds from the sale of shares by the selling
shareholders.
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See "Risk Factors" beginning on Page 3 for a discussion of certain risk
factors that you should consider before purchasing shares offered by this
prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or 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 20, 1999.
<PAGE>
THE COMPANY
Sykes Enterprises, Incorporated ("Sykes") is a global leader in
providing information technology outsourcing services throughout the United
States, Canada, Europe, Africa, and The Philippines. Through its 29 technical
support call centers ("IT call centers"), Sykes provides services to leading
computer hardware and software companies by providing technical support to end
users of their products and to major companies by providing corporate help desk
and additional business services. Through its staff of technical professionals,
Sykes 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. SHPS, Incorporated ("SHPS"), a wholly-owned subsidiary, provides
on-line clinical managed care services, medical protocol products, and employee
benefit administration and support services. Sykes also provides customer
product services to computer hardware and software companies including design,
replication, material integration, packaging and distribution. The integration
of these services enables Sykes' customers to outsource a broad range of their
information technology services needs to Sykes. Sykes' customers include Adobe
Systems, Apple Computer, Compaq, Compuserve, Gateway, Hewlett Packard, IBM,
Intel, Microsoft, and Motorola.
We have built 11 of our 14 domestic IT call centers. Each of these has
been modeled after the same prototype, which enables Sykes to construct new IT
call centers rapidly and cost effectively. Sykes' 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.
SHPS, a wholly-owned subsidiary of Sykes, is a single-source provider
of care management services and employee benefits administration services
through technology solutions and call center-based operations. SHPS' customers
include large corporations, healthcare providers, payors, and insurance
companies. SHPS' care management services are designed to enhance the quality of
an individual's overall healthcare by carefully evaluating clinically-based
solutions to help patients, physicians, and healthcare providers and payors
select appropriate and efficient medical treatment while providing the
opportunity to reduce overall medical expenditures. SHPS' employee benefits
administration services enable customers to outsource the administration of
their employee benefit programs.
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.
Sykes 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, Sykes has developed a strategy which includes
the following key elements:
o Continue the significant growth support service revenues through
additional IT call centers in the United States and abroad;
o Market Sykes' array of services to existing customers to position
Sykes as a preferred vendor;
o Establish a competitive advantage through Sykes' sophisticated
technological capabilities;
<PAGE>
o Further penetration into vertically integrated markets;
o Expand our global presence through strategic alliances and selective
acquisitions.
Sykes' principal executive offices are located at 100 North Tampa
Street, Suite 3900, Tampa, Florida 33602, and its telephone number is (813)
274-1000.
RISK FACTORS
An investment in the common stock involves certain risks. You should
carefully consider the following factors, in addition to the other information
included in or incorporated by reference into this prospectus, before investing
in the shares.
This prospectus and documents incorporated into this prospectus by
reference contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The words "intend", "anticipate",
"believe", "seeks", "estimate", "plan", and "expect" and similar expressions as
they relate to Sykes identify such forward-looking statements. These
forward-looking statements are based largely on Sykes' current expectations and
are not guaranties of future performance. These forward-looking statements are
subject to a number of risks and uncertainties, including without limitation,
those identified under "Risk Factors" and other risks and uncertainties
indicated from time to time in Sykes' filings with the SEC. Actual results could
differ materially from the forward-looking statements.
Potential Difficulties in Integrating Recent Acquisitions and Identifying,
Consummating and Integrating Future Acquisitions
Sykes has completed nine acquisitions since January 1, 1997, with three
acquisitions completed during 1998. In addition, a key element of Sykes'
strategy it to expand its customer base through strategic alliances and
selective acquisitions. To date, Sykes has not experienced significant
unforeseen difficulties in integrating any of these acquisitions. Nevertheless,
each of these acquisitions has resulted in a diversion of management's attention
to the integration of the acquired business. There can be no assurance that
Sykes will be able to successfully integrate the operations and management of
recent acquisitions and future acquisitions.
Acquisitions involve significant risks that could have a material
adverse effect on Sykes. These risks generally apply to any company that
recently has completed acquisitions and include the following:
o the diversion of management's attention to the integration of the
businesses to be acquired;
o the risk that the acquired businesses will fail to maintain the
quality of services that Sykes has historically provided;
o the need to implement financial and other systems and add management
resources;
o the risk that key employees of the acquired business will leave after
the acquisition;
o potential liabilities of the acquired business;
o unforeseen difficulties in the acquired operations;
o adverse short-term effects on Sykes' operating results;
o lack of success in assimilating or integrating the operations of
acquired businesses with those of Sykes;
o the dilutive effect of the issuance of additional equity securities;
o the incurrence of additional debt; and
o the amortization of goodwill and other intangible assets involved in
any acquisitions that are accounted for using the purchase method of
accounting.
Sykes future growth may depend to some extent on its ability to
successfully complete strategic acquisitions to expand or complement its
existing operations. Therefore, Sykes intends to continue to pursue
acquisitions. Sykes may not be able to identify, consummate, or successfully
integrate future acquisitions. Thus, Sykes might not be able to successfully
implement its acquisition strategy. Furthermore, there can be no assurance
acquired entities will achieve levels of revenue and profitability or otherwise
perform as expected, or be consummated on acceptable terms to enhance
shareholder value. Sykes continues to monitor acquisition opportunities.
Growth Places Significant Demand on Sykes' Management and Other Resources
Sykes has rapidly expanded its operations 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. There can not be any assurance that Sykes will be able to
effectively manage its expanding operations or maintain its profitability. This
growth has placed, and is expected to continue to place, significant demands on
Sykes' management, information and processing systems, and internal controls.
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 Sykes' business to
meet such demands. Sykes intends to continue to hire new employees and develop
further its financial and managerial controls and reporting systems and
procedures to accommodate any future growth. Failure to expand any of the areas
mentioned in an efficient manner could have a material adverse effect on Sykes'
business, financial condition, and results of operation.
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. Sykes' future success will
depend in large part on its ability to service new products, platforms, and
rapidly changing technology. These factors will require Sykes to provide
adequately trained personnel to address the increasingly sophisticated, complex
and evolving needs of its customers. In addition, Sykes' ability to capitalize
on its acquisitions will depend on its ability to continually enhance software
and services and adapt such software to new hardware and operating system
requirements. Any failure by Sykes to anticipate or respond rapidly to
technological advances, new products and enhancements, or changes in customer
requirements could have a material adverse effect on Sykes' business, financial
condition and results of operations.
Dependence on Key Customers
Sykes derives a substantial portion of its revenues from a few clients.
Sykes' largest ten customers accounted for approximately 42%, 40%, and 41% of
its consolidated revenue for the years ended December 31, 1996, 1997, and 1998,
respectively. Revenue from a single customer comprised 12% and 10% of Sykes'
consolidated revenues for the years ended December 31, 1996 and 1997,
respectively. No single customer accounted for 10% of revenues for the year
ended December 31, 1998. Sykes' 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 Sykes' business, financial condition and results of operations.
Generally, Sykes' contracts with its customers are cancelable by the customer at
any time or on short-term notice, and customers may unilaterally reduce their
use of Sykes' services under such contracts without penalty. Thus, Sykes'
contracts with its customers do not ensure that Sykes will generate a minimum
level of revenues. Inability to Attract and Retain Experienced Personnel May
Adversely Impact Sykes' Business
Sykes' business is labor intensive and places significant importance on
its ability to recruit, train, and retain qualified technical and professional
personnel. Sykes 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. Sykes' ability to locate and train employees is critical to
Sykes' ability to achieve its growth objective. Sykes' inability to attract and
retain qualified personnel or an increase in wages or other costs of attracting,
training, or retaining qualified personnel could have a material adverse effect
on Sykes' business, financial condition and results of operations.
Reliance on Technology and Computer Systems
Sykes 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. Sykes 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 Sykes' technology up-to-date. There can be no assurance
that any of Sykes' information systems will be adequate to meet its future needs
or that Sykes will be able to incorporate new technology to enhance and develop
its existing services. Moreover, investments in technology, including future
investments in upgrades and enhancements to software, may not necessarily
maintain Sykes' competitiveness. Sykes' 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.
Year 2000 Risks
Date sensitive computer applications that currently record years in
two-digit, rather than four-digit, format may be unable to properly categorize
and process dates occurring after December 31, 1999. This is known as the "Year
2000 Problem." To the extent the Company's software applications contain source
codes that are unable to appropriately interpret the calendar year 2000, some
level of modification or even possibly replacement of such applications may be
necessary. Sykes has made a preliminary determination that it should not incur
significant costs to make its software programs and operating systems Year 2000
compliant. If Year 2000 related failures were to occur in Sykes' computer and
operating systems, however, Sykes could incur significant, unanticipated
liabilities and expenses.
The Company has initiated formal communications with all of its
significant suppliers and large customers to determine the extent to which the
Company's interface systems are vulnerable to those third parties' failure to
remediate their own Year 2000 issues. In the event any third parties cannot
timely provide the Company with contents, products, services or systems that are
Year 2000 compliant, Sykes' services could be materially adversely affected.
Although the Company expects its systems to be Year 2000 compliant on
or before December 31, 1999, it cannot predict the outcome or the success of its
efforts to become Year 2000 compliant, or that third party systems are or will
be Year 2000 compliant, or that the costs required to address the Year 2000
problem, or that the impact of a failure to achieve substantial Year 2000
compliance, will not have a material adverse effect on the Company's business,
financial condition or results of operations. Dependence on Trend Toward
Outsourcing
Sykes' business and growth depend in large part on the industry trend
toward outsourcing information technology services. Outsourcing means that a
company contract with a third-party, such as Sykes, to provide support services.
There can be no assurance that this trend will continue, as organizations may
elect to perform such services themselves. A significant change in this trend
could have a material adverse effect on Sykes' business, financial condition and
results of operations. Additionally, there can be no assurance that Sykes'
cross-selling efforts will cause its customers to purchase additional services
from Sykes or adopt a single-source outsourcing approach.
Risk of Emergency Interruption of IT Call Center Operations
Sykes' operations are dependent upon its ability to protect its IT call
centers and its information databases against damages that may be caused by fire
and other disasters, power failure, telecommunications failures, unauthorized
intrusion, computer viruses and other emergencies. The temporary or permanent
loss of such systems could have a material adverse effect on Sykes' business,
financial condition, and results of operations.
Sykes 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.
Sykes 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 Sykes' ability to
provide support services to its customers. Such an event could have a material
adverse effect on Sykes' business, financial condition and results of
operations.
Risks Associated with International Operations and Expansion
At December 31, 1998, Sykes' international operations were conducted
from twelve 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, 1997, and 1998, were 38.4%,
36.3% and 35.1% of consolidated revenues, respectively. Sykes 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,
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.
Sykes' 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. Sykes is also subject to certain exposures
arising from the translation and consolidation of the financial results of its
foreign subsidiaries. Sykes has from time to time taken limited actions to
attempt to mitigate Sykes' 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 Sykes' future operating results. Sykes 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 Sykes' business, results of operations or financial condition.
Existence of Substantial Competition
The markets for Sykes' services are highly competitive, subject to
rapid change, and highly fragmented. While many companies provide information
technology services, Sykes 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. Sykes' competitors include many companies who
may possess substantially greater resources, greater name recognition and a more
established customer base than it does. In addition to Sykes' competitors, the
services offered by Sykes are often provided by in-house personnel. Increased
competition, the failure of Sykes to compete successfully, pricing pressures,
loss of market share and loss of clients could have a material adverse effect on
Sykes' business, financial condition, and results of operation.
Many of Sykes' large customers purchase information technology services
primarily from a limited number of preferred vendors. Sykes 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 Sykes 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. Sykes' believes that the most significant competitive factors in the
sale of its services include quality, reliability of services, flexibility in
tailoring services to client needs, experience, reputation, comprehensive
services, integrated services and price.
Dependence on Senior Management
The success of Sykes is largely dependent upon the efforts, direction,
and guidance of its senior management. Sykes' continued growth and success also
depend in part on its ability to attract and retain skilled employees and
managers, and on the ability of its executive officers and key employees, to
manage its operations successfully. Sykes has entered into employment and
non-competition agreements with its executive officers. The loss of any of
Sykes' senior management or key personnel, and, in particular, John H. Sykes,
Chairman of the Board and Chief Executive Officer, or its inability to attract,
retain or replace key management personnel in the future, could have a material
adverse effect on Sykes' business, financial condition and results of
operations.
Control by Principal Shareholder and Anti-Takeover Considerations
As of the date of this Prospectus, John H. Sykes, Sykes' Chairman of
the Board and Chief Executive Officer, beneficially owned approximately 43.6% of
Sykes' 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.
Sykes' Board of Directors is divided into three classes serving
staggered three-year terms. The staggered Board of Directors and the
anti-takeover effects of certain provisions contained in the Florida Business
Corporation Act and in Sykes' Articles of Incorporation and Bylaws, including
the ability of the Board of Directors of Sykes to issue shares of preferred
stock and to fix the rights and preferences of those shares, may have the effect
of delaying, deferring or preventing an unsolicited change in the control of
Sykes. This may adversely affect the market price of Sykes 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 May Result in Loss Of Investment
Sykes common stock has experienced significant volatility since Sykes'
initial public offering in April 1996. Sykes believes that market prices of
information technology stocks in general have experienced volatility, which
could affect the market price of Sykes' common stock regardless of Sykes'
financial results or performance. Sykes further believes that various factors
such as general economic conditions, changes or volatility in the financial
markets, closing market conditions in the information technology industry, and
quarterly or annual variations in Sykes' financial results, could cause the
market price of the common stock to fluctuate substantially in the future.
Future Payment of Dividends Is Highly Unlikely
Sykes has never declared or paid any cash dividends on its common
stock. Sykes currently anticipates that all of its earnings will be retained for
development and expansion of its business and does not anticipate paying any
cash dividends in the foreseeable future. Any payments of future dividends and
the amounts thereof will be dependent upon Sykes' earnings, financial
requirements and other factors deemed relevant by the Board of Directors.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of shares of
common stock.
SELLING SHAREHOLDERS
On November 23, 1998, Sykes issued 587,000 shares of common stock to
the holders of all of the outstanding capital interests ("Quotas") of TAS GmbH
Nord Telemarketing und Vertriebsberatung ("TAS III") of Hanover, Germany. TAS
III operates information technology call centers and is a provider of technical
product support and services to numerous German industries. The shares were
issued in connection with the combination of TAS III and Sykes pursuant to an
Acquisition Agreement, dated November 23, 1998, among TAS III Quotasholders and
Sykes. Under the terms of the Registration Rights Agreement entered into in
connection with the acquisition of TAS III, Sykes agreed to file a registration
statement under the Securities Act of 1933, as amended, to register the sale of
up to 50% of the shares issued to the former TAS III Quotasholders, and to keep
such registration statement effective until November 23, 1999, or, if earlier,
until all of the shares covered by this prospectus have been sold. Accordingly,
293,500 shares of common stock covered by this prospectus are being offered for
sale by the former TAS III Quotasholders.
The following table sets forth certain information concerning the
selling shareholders:
<TABLE>
<CAPTION>
Shares Beneficially Number of Shares Beneficially
Owned Prior Shares Owned After
to the Offering Being The Offering
Number Percent Offered Number Percent
------ ------- ---------- ------ -------
<S> <C> <C> <C> <C> <C>
Stockmann, Georg J. (1).............................. 528,300 * 264,150 264,150 *
Stockmann, Annette ................................. 58,700 * 29,350 29,350 *
-------
Total Shares Offered............................ 293,500
=======
</TABLE>
*Less than 1%.
(1) Georg J. Stockmann is employed by Sykes as general manager of TAS III, a
wholly owned subsidiary of Sykes.
PLAN OF DISTRIBUTION
The shares offered by this prospectus may be sold from time to time by
the selling shareholders. Such sales may be made in the over-the-counter market,
on the NASDAQ National Market or one or more exchanges, or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions, or to one or more underwriters for resale
to the public. The shares sold may be sold in one or more of the following ways:
o a block trade in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus;
o an exchange distribution in accordance with the rules of such
exchange;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; or
o an underwritten public offering.
In effecting sales, brokers or dealers engaged by the selling
shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from the selling shareholders in
amounts to be negotiated immediately prior to the sale. Such broker or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with such sales. In addition, any securities covered by this prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this prospectus.
Brokers or dealers may be entitled to indemnification by Sykes and the
selling shareholders against certain liabilities, including liabilities under
the Securities Act of 1933.
WHERE CAN WE FIND MORE INFORMATION
This prospectus is part of a registration statement we filed with the
SEC relating to the shares of common stock offered by this prospectus. This
prospectus does not contain all of the information described in the registration
statement. For further information, you should refer to the registration
statement.
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference room. Our SEC filings are also available to
the public from the SEC's Website at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC automatically will update and supercede this information. We
incorporate by reference the documents listed below that we have filed with the
SEC and any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus and before the termination of the offering of the common stock:
1. Annual Report on Form 10-K for the year ended December 31, 1998;
2. Current Report on Form 8-K filed January 12, 1999;
3. Current Report on Form 8-K filed January 21, 1999;
4. Current Report on Form 8-K filed February 3, 1999;
5. Current Report on Form 8-K/A filed March 12, 1999;
6. Proxy Statement dated April 1, 1999, for the 1999 Annual Meeting of
Shareholders; and
7. The description of the common stock set forth in the Registration Statement
of Form 8-A dated April 19, 1996.
We will provide any of these filings to each person, including any
beneficial owner, to whom a prospectus is delivered. You may request these
filings at no cost by writing us at 100 N. Tampa Street, Suite 3900, Tampa,
Florida 33602, attention Chief Financial Officer, or by telephone at (813)
274-1000.
You should rely only on the information provided in this prospectus or
incorporated in this prospectus by reference. We have not authorized anyone else
to provide you with different information. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of this prospectus.
LEGAL MATTERS
The validity of the shares of common stock to which this prospectus
relates will be passed upon for Sykes by Foley & Lardner, Tampa, Florida. Martin
A. Traber, a partner of Foley & Lardner, owns 2,250 shares of Sykes common
stock.
EXPERTS
The consolidated financial statements of Sykes Enterprises,
Incorporated (Sykes) at December 31, 1998, and for the year then ended,
incorporated by reference in the Sykes Annual Report (Form 10-K) for the year
ended December 31, 1998, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Sykes Enterprises,
Incorporated at December 31, 1996 and 1997, and for each of the two years in the
period ended December 31, 1997, incorporated by reference in Sykes Form 10-K for
the year ended December 31, 1998, in this registration statement, have been
audited by PricewaterhouseCoopers LLP, independent auditors, as set forth in
their report thereon incorporated by reference therein. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
<PAGE>
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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 Sykes since the date hereof or
that the information contained herein is correct as of any time subsequent to
its date.
TABLE OF CONTENTS
Page
The Company........................................... 2
Risk Factors ......................................... 3
Use of Proceeds....................................... 8
Selling Stockholders.................................. 8
Plan of Distribution.................................. 9
Where Can You Find More Information................... 10
Legal Matters......................................... 10
Experts............................................... 10
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SYKES ENTERPRISES, INCORPORATED
293,500 SHARES
COMMON STOCK
----------------------------
PROSPECTUS
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April 20, 1999
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