Registration No. 333-_________
As filed with the Securities and Exchange Commission on September 30, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SYKES ENTERPRISES, INCORPORATED
(Exact name of registrant as specified in its charter)
Florida 56-1383460
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 North Tampa Street
Suite 3900 33602
Tampa, Florida (Zip Code)
(Address of principal executive offices)
Sykes Enterprises, Incorporated 1999 Employees' Stock Purchase Plan
(Full title of the plan)
Scott J. Bendert
Senior Vice President - Finance, Treasurer Copy to:
and Chief Financial Officer
Sykes Enterprises, Incorporated Martin A. Traber
100 North Tampa, Suite 3900 Foley & Lardner
Tampa, Florida 33602 100 North Tampa Street, Suite 2700
(813) 274-1000 Tampa, Florida 33602
(Name, address and telephone number, (813) 229-2300
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share Price Fee
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Common Stock, 1,000,000
$.01 par value shares $24.1875(1) $24,187,500(1) $6,725
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(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee based on the average of the
high and low sale prices of the Common Stock as reported on Nasdaq National
Market on September 29, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission
("Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by Sykes
Enterprises, Incorporated (the "Company") with the Commission and are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, which includes audited financial statements as of and for the
year ended December 31, 1998.
(b) Current Report on Form 8-K filed January 12, 1999;
(c) Current Report on Form 8-K filed January 21, 1999;
(d) Current Report on Form 8-K filed February 3, 1999;
(e) Current Report on Form 8-K/A filed March 12, 1999;
(f) Proxy Statement dated April 1, 1999, for the 1999 Annual Meeting
of Shareholders;
(g) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1998.
(h) The description of the Company's Common Stock set forth in the
Registration Statement on Form 8-A, dated April 19, 1996, filed with the
Commission pursuant to Section 12 of the Exchange Act, and any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superceded
for the purpose of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which is also, or is
deemed to be, incorporated herein by reference modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this registration
statement.
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Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Foley & Lardner, Tampa, Florida. Martin A.
Traber, a partner of Foley & Lardner, owns 2,250 shares of Company Common Stock.
Item 6. Indemnification of Directors and Officers.
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The Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the corporation
in related capacities) for liabilities, including legal expenses, arising by
reason of service in such capacity if such person shall have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe his conduct was unlawful. However, in the case of
actions brought by or in the right of the corporation, no indemnification may be
made with respect to any matter as to which such director or officer shall have
been adjudged liable, except in certain limited circumstances.
The Company's Articles of Incorporation and Bylaws provide that the
Company shall indemnify directors and executive officers to the fullest extent
now or hereafter permitted by the Florida Act. In addition, the Company may
enter into Indemnification Agreements with its directors and executive officers
in which the Company may agree to indemnify such persons to the fullest extent
now or hereafter permitted by the Florida Act.
The indemnification provided by the Florida Act and the Company's
Articles of Incorporation and Bylaws is not exclusive of any other rights to
which a director or officer may be entitled. The general effect of the foregoing
provisions may be to reduce the circumstances which an officer or director may
be required to bear the economic burden of the foregoing liabilities and
expense.
The Company has a standard policy of directors' and officers'
liability insurance covering directors and officers of the corporation with
respect to liabilities incurred as a result of their service in such capacities,
which may extend to, among other things, liability arising under the Securities
Act of 1933.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
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(4) Sykes Enterprises, Incorporated 1999 Employees' Stock
Purchase Plan
(5) Opinion of Foley & Lardner
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(23.1) Consent of Ernst & Young LLP
(23.2) Consent of PricewaterhouseCoopers, LLP
(23.3) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
Item 9. Undertakings.
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(a) 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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, 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
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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 Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tampa, and State of Florida, on this 29th day of
September, 1999.
SYKES ENTERPRISES, INCORPORATED
By:/s/ Scott J. Bendert
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Scott J. Bendert,
Senior Vice President - Finance,
Treasurer and Chief Financial Officer
POWER OF ATTORNEY
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 John H. Sykes and Scott J. Bendert, and each of them
individually, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and 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 or she 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.
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Signature Title Date
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/s/ John H. Sykes Chairman of the Board, Chief
- ---------------------------- Executive Officer and Director
(Principal Executive Officer) September 29, 1999
/s/ Scott J. Bendert Senior Vice President-Finance,
- ---------------------------- Chief Financial Officer and
Scott J. Bendert Treasurer (Principal Financial
and Accounting Officer) September 29, 1999
/s/ Furman P. Bodenheimer, Jr
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Furman P. Bodenheimer, Jr Director September 29, 1999
/s/ H. Park Helms
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H. Park Helms Director September 29, 1999
/s/ Gordon H. Loetz
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Gordon H. Loetz Director September 29, 1999
/s/ Iain A. Macdonald
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Iain A. Macdonald Director September 29, 1999
/s/ Linda McClintock-Greco
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Linda McClintock-Greco Director September 29, 1999
/s/ Ernest J. Milani
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Ernest J. Milani Director September 29, 1999
/s/ Adelaide A. Sink
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Adelaide A. Sink Director September 29, 1999
/s/ R. James Stroker
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R. James Stroker Director September 29, 1999
S-2
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EXHIBIT INDEX
SYKES ENTERPRISES, INCORPORATED 1999 EMPLOYEES' STOCK PURCHASE PLAN
Exhibit No. Exhibit
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(4) Sykes Enterprises, Incorporated 1999 Employees' Stock
Purchase Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of PricewaterhouseCoopers, LLP
(23.3) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
EXHIBIT 4
SYKES ENTERPRISES INCORPORATED
1999 EMPLOYEES' STOCK PURCHASE PLAN
1. Purpose.
The Sykes Enterprises Incorporated 1999 Employees' Stock Purchase Plan (the
"Plan") has been established by Sykes Enterprises Incorporated, a Delaware
corporation (the "Company"), to allow employees of the Company and its
subsidiaries to purchase shares of Common Stock of the Company ("Company
Shares") and thereby share in the ownership of the Company.
2. Company Shares Available for Purchase.
Subject to adjustment in accordance with Paragraph 12, the maximum number of
Company Shares which may be purchased pursuant to the Plan shall be 1,000,000
Company Shares.
3. Administration.
The Plan shall be administered by a committee of the Board of Directors of the
Company consisting of not less than two (2) directors appointed for such purpose
(the "Committee"). A majority of the members of the Committee shall constitute a
quorum. All determinations of the Committee shall be made by at least a majority
of its members. Any decision or determination reduced to writing and signed by
all of the members of the Committee shall be fully as effective as it if had
been made by a unanimous vote at a meeting duly called and held. If at any time
the Committee shall not be in existence, the Board of Directors of the Company
(the "Board") shall administer the Plan and all references to the Committee
herein shall include the Board.
In accordance with the provisions of the Plan, the Committee shall establish
such terms and conditions for the grants of purchase rights as the Committee may
deem necessary or advisable, adopt such rules or regulations which may become
necessary or advisable for the operation of the Plan, and make such
determinations, and take such other actions, as are expressly authorized or
contemplated in the Plan or as may be required for the proper administration of
the Plan in accordance with its terms. The Committee, in its discretion, may
appoint an individual (the "Plan Administrator") to assist the Committee in
corresponding with employees, with record keeping and in performing other
administerial type functions in connection with the Plan; provided, however,
that the Plan Administrator shall exercise no discretion with respect to the
interpretation of the Plan or of the rights to purchase Company Shares pursuant
to the Plan. The interpretation of any provision of the Plan by the Committee
and any determination on the matters referred to in this paragraph shall be
final.
4. Eligibility.
Any employee who is employed by the Company or one of its participating
subsidiaries on a given Grant Date (as defined below) shall be eligible to
participate in the Plan; provided, however, that no director or "executive
officer" (as defined below) or five percent (5%) or greater shareholder of the
Company or its subsidiaries shall be eligible to participate in the
<PAGE>
Plan. The term "executive officer" shall mean those persons designated as
"officers" of the Company for purposes of reporting pursuant to Section 16(a) of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder. The Committee may specify which of the Company's
subsidiaries are eligible to participate. The Committee may also exclude from
the group of eligible employees those with less than two years of employment at
the Grant Date and those whose customary employment is for less than 20 hours
per week or 5 months per year, or may apply any lesser service requirement as a
condition of eligibility.
5. Grant of Purchase Rights.
In the discretion of the Committee, each calendar year, or more frequently if
deemed appropriate, beginning on such date as the Committee may specify (the
"Grant Date"), each eligible employee of the Company and its subsidiaries shall
automatically be granted the right to purchase up to such maximum number of
Company Shares as the Committee, in its discretion, may determine. The maximum
number of Company Shares available for purchase shall be the same for all
eligible employees and all eligible employees shall have the same rights and
privileges with respect to the purchase of Company Shares under the Plan. In no
event, however, may an employee be granted an option in any one calendar year to
purchase stock with a value of more than $25,000 as of the Grant Date. Further,
nothing contained herein shall require the Committee to cause any purchase
rights to be granted hereunder during any calendar year and the Committee may,
in connection with any grant of rights, specify the maximum number of Company
Shares in the aggregate available for purchase by all eligible employees during
any Purchase Period (the "Maximum Number of Purchase Period Company Shares").
Each purchase right shall be exercisable during the period following the Grant
Date (such period is hereinafter referred to as the "Purchase Period")
established by the Committee, subject to the limitations provided in paragraph
2. A purchase period may not exceed two years. In the event the Committee
decides to cause any purchase rights to be granted under the Plan, the Company
shall send to each eligible employee a written notice specifying the Grant Date
and the terms and conditions of the right, including the purchase price per
share of Company Shares subject to such right. No Company Shares may be issued
pursuant to the exercise of purchase rights after the maximum number of Company
Shares provided for in paragraph 2 has been purchased. Each purchase right
granted pursuant to this paragraph 5 shall expire at 12:00 P.M., on the last day
of the Purchase Period, unless terminated earlier pursuant to paragraph 11.
In no event may the Committee issue purchase rights that may be exercised more
than ten years after shareholder approval of this plan.
6. Exercise of Purchase Rights.
Subject to the limitations elsewhere in the Plan, employees may exercise their
rights to purchase Company Shares granted under the Plan, in whole, or in part,
at any time during the Purchase Period. An employee wishing to exercise his or
her rights to purchase Company
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Shares granted under the Plan must complete an application on a form prescribed
by the Committee, which form shall be deemed to include the full terms and
conditions of the Plan. Each application to purchase Company Shares shall be
accompanied by payment in full to the Company, in cash or its equivalent, of the
purchase price for such Company Shares. An application on the prescribed form,
properly completed and accompanied by the required payment, shall be deemed to
be accepted as of the last day of the Purchase Period, subject to adjustment in
the number of Company Shares which may be purchased by participants as provided
for pursuant to this paragraph 6. Notwithstanding the foregoing, no application
shall be accepted unless received by the Plan Administrator or postmarked, if
delivered by mail, on or before the last day of the Purchase Period. Any
purchase rights that have been granted and which are not exercised or funded on
the last day of the Purchase Period shall immediately terminate. The Committee
may establish payroll deduction as a method of funding employee stock purchases,
but amounts deducted from pay will not be segregated from the Company's general
assets and will not be credited with interest.
If applications to purchase a number of Company Shares in excess of the Maximum
Number of Purchase Period Company Shares are received by the Plan Administrator,
each employee properly exercising purchase rights during such Purchase Period
shall be entitled to purchase the number of Company Shares determined by the sum
of:
(a) the Applicable Minimum Number of Company Shares; and
(b) a pro rata portion of the Company Shares available after
satisfying each employee's minimum purchase rights based on the number of
shares with respect to which such employee has exercised his purchase
rights and the aggregate number of shares with respect to which all
employees have exercised purchase rights during the Purchase Period.
For purposes of this paragraph 6, the "Applicable Minimum Number of Company
Shares" which may be purchased during a Purchase Period shall be such number of
Company Shares as the Committee, in its discretion, may determine.
Notwithstanding any other provisions in this paragraph 6, the Committee may
adjust the number of Company Shares which may be purchased by an employee
according to such non-discriminatory rules and regulations as the Committee may
establish. Any monies held by the Company on behalf of a participant during the
Purchase Period but not used to exercise purchase rights shall be returned to
the participant. No interest will accrue on any monies held by the Company on
behalf of participants during a Purchase Period.
7. Purchase Price.
The purchase price per share of each purchase right granted under the Plan shall
be the fair market value, as determined by the Committee, of a Company Share on
the date of exercise, less 12.5% of such market value. Notwithstanding the
foregoing, the purchase price per share of a Company Share shall in no event be
less than the par value of a Company Share.
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8. Limitations on Exercise of Purchase Rights.
Purchase rights granted under the Plan shall not become exercisable until such
time as the Company Shares which may be issued pursuant to the Plan (i) have
been registered under the Securities Act of 1933, as amended (the "Act"), and
any applicable state and foreign securities laws; or (ii) in the opinion of the
Company's counsel, may be issued pursuant to an exemption from registration
under the Act and in compliance with any applicable state and foreign securities
laws.
9. Stock Certificates.
Certificates covering the Company Shares purchased under the Plan shall be
issued as soon as reasonably practicable after the last day of the Purchase
Period.
10. Nontransferability of Purchase Rights.
An employee's right to exercise purchase rights under the Plan shall not be
transferable by such employee and may be exercised only by the employee. An
employee's right to exercise purchase rights may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated.
11. Termination of Employment.
Participation in the Plan terminates immediately when an employee ceases to be
employed by the Company or a subsidiary for any reason whatsoever, including by
reason of death, discharge or resignation, and such terminated employee's right
to exercise purchase rights under the Plan shall thereupon terminate. As soon as
administratively feasible after termination of participation, the Company shall
pay to such employee or his or her estate any amounts held by the Company on
behalf of the employee at the time of termination and not yet used to exercise
purchase rights.
12. Adjustments.
In order to prevent dilution or enlargement of purchase rights, in the event of
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation or other change in Company Shares, the Committee
shall make appropriate changes in the number of Company Shares which may be
purchased pursuant to the Plan, and the number of Company Shares covered by, and
the purchase price under, each outstanding purchase right, and such other
changes in the Plan and outstanding purchase rights as the Committee may deem
appropriate under the circumstances. No rights to purchase a fractional Company
Share shall result from any such change.
13. Restrictions on Stock Transferability.
The Committee shall impose such non-discriminatory restrictions on the transfer
of any shares of stock acquired pursuant to the exercise of a purchase right
under the Plan as it may deem
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advisable, including, without limitation, restrictions under applicable Federal
securities law, under the requirements of any stock exchange upon which such
shares of stock are then listed, if any, and under any state and foreign
securities laws applicable to such shares.
14. Amendment/Termination.
The Board may amend or terminate the Plan at any time, but any such amendment or
termination (other than an adjustment contemplated by paragraph 12) shall not
affect purchase rights outstanding at the time thereof.
15. Applicable Law.
The Plan shall, to the extent not inconsistent with applicable federal law, be
construed under the laws of the State of Florida.
16. Effective Date.
The Plan shall become effective as of the date of its adoption by both the Board
and the Company's shareholders.
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EXHIBIT 5
Foley & Lardner
100 North Tampa Street, Suite 2700
Tampa, Florida 33602
September 30, 1999
Sykes Enterprises, Incorporated
100 North Tampa Street, Suite 3900
Tampa, Florida 33602
Re: Registration Statement on Form S-8
Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on From S-8 (the "Registration Statement") of Sykes Enterprises,
Incorporated (the "Company") under the Securities Act of 1933, as amended (the
"Act"), for the registration of 1,000,000 shares of common stock, par value $.01
(the "Shares"), which may be acquired pursuant to the Sykes Enterprises,
Incorporated 1999 Employees' Stock Purchase Plan (the "Plan"). As counsel for
the Company, we have examined and are familiar with the Articles of
Incorporation and Bylaws of the Company; the proceedings of the Board of
Directors of the Company relating to the Plan and the issuance of the Shares;
and 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 its status is active
under the laws of the State of Florida.
2. The Shares, when issued pursuant to the terms and conditions of the
Plan, will be 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
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus of Sykes Enterprises, Incorporated (Sykes) for
the registration of 1,000,000 shares of its common stock of our report dated
March 5, 1999, with respect to the consolidated financial statements of Sykes
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1998, and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Tampa, Florida
June 25, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of Sykes Enterprises, Incorporated and subsidiaries on Form S-8 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 years ended December 31, 1996 and 1997, which report is incorporated by
reference in Sykes Enterprises, Incorporated and subsidiaries' 1998 Annual
Report on Form 10-K.
PricewaterhouseCoopers LLP
Tampa, Florida
June 25, 1999
