As filed with the Securities and Exchange Commission on April 20, 1999
Registration No. 333-_____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------
SYKES ENTERPRISES, INCORPORATED
(Exact name of registrant as specified in its charter)
Florida 56-1383460
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 North Tampa Street, Suite 3900
Tampa, Florida 33602
(Address of principal executive offices) (Zip Code)
Sykes Enterprises, Incorporated 1997 Management Stock Incentive Plan
(Full title of the Plan)
Scott J. Bendert Copy to:
Senior Vice President-Finance, Treasurer
and Chief Financial Officer Martin A. Traber, Esq.
Sykes Enterprises, Incorporated Foley & Lardner
100 North Tampa Street, Suite 3900 100 North Tampa Street, Suite 2700
Tampa, Florida 33602 Tampa, Florida 33602
(813) 274-1000
(Name, address and telephone number,
including area code,
of agent for service)
--------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered(1) Per Share(2) Price(2) Registration Fee
- ----------------------- ------------------- ------------------------ ------------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 4,000,000 $27.49 $106,184,687.5 $29,519.35
- ----------------------- ------------------- ------------------------ ------------------------- ------------------
</TABLE>
(1) Plus an indeterminate number of shares which may be issued as a result
of anti-dilution provisions contained in the Plan.
(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
as amended, the amounts shown are based on (i) 300,000 shares subject
to outstanding options having an exercise price of $20.00 per share,
(ii) 125,000 shares subject to outstanding options having an exercise
price of $27.49 per share, and (iii) 3,575,000 shares reserved for
future grants under the Plan, the registration fee for which has
been calculated using $27.0625, the average of the high and low prices
of the registrant's Common Stock on April 14, 1999 as reported on the
Nasdaq National Market.
---------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission are hereby incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K 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 pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since
December 31, 1997; and
(h) The description of the registrant's Common Stock, par value $0.01
per share set forth in the Company's Registration Statement on Form 8-A
(No. 0-28274) dated April 19, 1996 filed under the Exchange Act.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock being
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold shall be deemed incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. 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.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Martin A. Traber, a partner of Foley & Lardner, owns 2,250 shares of
Sykes Common Stock.
Item 6. Indemnification of Directors and Officers.
The Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the corporation
in related capacities) for liabilities, including legal expenses, arising by
reason of service in such capacity if such person shall have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe his conduct was unlawful. However, in the case of
actions brought by or in the right of the corporation, no indemnification may be
made with respect to any matter as to which such director or officer shall have
been adjudged liable, except in certain limited circumstances.
The 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. 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 registrant has a standard policy of directors' and officers'
liability insurance covering directors and officers of the corporation with
respect to liabilities incurred as a result of their service in such capacities,
which may extend to, among other things, liability arising under the Securities
Act of 1933.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Exhibit Description
------- -------------------
4.1 Sykes Enterprises, Incorporated 1997 Management Stock Incentive
Plan (filed as Exhibit 10.14 to the registrant's Quarterly Report
on Form 10-Q for the quarter dated June 30, 1998 and incorporated
herein by reference)
4.2 Form of Stock Option Agreement for 1997 Management Stock
Incentive Plan (filed herewith)
5 Opinion of Foley & Lardner as the legality of the securities to
be issued (filed herewith)
23.1 Consent of Foley & Lardner (contained in its Opinion filed here-
with as Exhibit 5 and incorporated herein by reference)
23.2 Consent of Ernst & Young LLP (filed herewith)
23.3 Consent of PricewaterhouseCoopers LLP (filed herewith)
24.1 Power of Attorney (found in part II on page II-3)
Item 9. Undertakings.
The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such informa-
tion in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the Securities Act"), each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bone fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrants annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bone fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the Articles of Incorporation or Bylaws of the registrant
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by the director, officer
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tampa, State of Florida, on April 16, 1999.
SYKES ENTERPRISES, INCORPORATED
By: /s/ John H. Sykes
---------------------------------
John H. Sykes, Chairman of the
Board and Chief Executive Officer
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on the signature page to this registration statement constitutes and
appoints John H. Sykes and Scott J. Bendert, and each or either of them, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments to this registration statement and any and all
registration statements filed pursuant to Rule 462(b) under the Securities Act
of 1933), and to file the same, with all exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, and grants
unto said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his or her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ John H. Sykes Chairman of the Board and Chief April 16, 1999
- ------------------------------ Executive Officer (Principal
John H. Sykes Executive Officer)
/s/ Scott J. Bendert Senior Vice President-Finance, April 16, 1999
- ------------------------------ Chief Financial Officer, and
Scott J. Bendert Treasurer (Principal Financial and
Accounting Officer)
/s/ Furman P. Bodenheimer, Jr. Director April 16, 1999
- ------------------------------
Furman P. Bodenheimer, Jr.
/s/ H. Parks Helms Director April 16, 1999
- ------------------------------
H. Parks Helms
/s/ Gordon H. Loetz Director April 16, 1999
- ------------------------------
Gordon H. Loetz
/s/ Iain A. Macdonald Director April 16, 1999
- ------------------------------
Iain A. Macdonald
/s/ Linda McClintock-Greco Director April 16, 1999
- ------------------------------
Linda McClintock-Greco
/s/ Ernest J. Milani Director April 16, 1999
- ------------------------------
Ernest J. Milani
/s/ Adelaide A. Sink Director April 16, 1999
- ------------------------------
Adelaide A. Sink
/s/ R. James Stroker Director April 16, 1999
- ------------------------------
R. James Stroker
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Description
------- -------------------
4.1 Sykes Enterprises, Incorporated 1997 Management Stock Incentive
Plan (filed as Exhibit 10.14 to the registrant's Quarterly Report
on Form 10-Q for the quarter dated June 30, 1998 and incorporated
herein by reference)
4.2 Form of Stock Option Agreement for 1997 Management Stock
Incentive Plan (filed herewith)
5 Opinion of Foley & Lardner as the legality of the securities to
be issued (filed herewith)
23.1 Consent of Foley & Lardner (contained in its Opinion filed here-
with as Exhibit 5 and incorporated herein by reference)
23.2 Consent of Ernst & Young LLP (filed herewith)
23.3 Consent of PricewaterhouseCoopers LLP (filed herewith)
24.1 Power of Attorney (found in part II on page II-3)
EXHIBIT 4.2
SYKES ENTERPRISES, INCORPORATED
NON-QUALIFIED STOCK OPTION AGREEMENT
(performance accelerated)
FOR 1997 MANAGEMENT STOCK INCENTIVE PLAN
THIS AGREEMENT is made and entered into as of the date set forth on the
signature page hereof by and between SYKES ENTERPRISES, INCORPORATED, a Florida
corporation (the "Company"), and _____________________ who is an officer or
manager of the Company (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Company has adopted the Sykes Enterprises, Incorporated
1997 Management Stock Incentive Plan (the "Plan") to permit options for shares
of the Company's common stock (the "Stock"), to be awarded to certain officers
and managers of the Company; and
WHEREAS, the Optionee is an officer or manager of the Company, and the
Company desires such officer or manager to remain in its employ and to further
an opportunity for his or her stock ownership in the company in order to
increase his or her proprietary interest in the success of the Company.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:
1. Award of Option. Subject to the terms and conditions set forth
herein and in the Plan, the Company hereby awards the Optionee a performance-
accelerated non-qualified option (the "Option") to purchase the number of shares
of Stock set forth below (the "Option Stock") at the purchase price per share
set forth below, which may not be less than Fair Market Value (as defined in the
Plan) on the date of grant. This Option is not intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.
No. of Shares of Option Stock:__________________
Purchase Price per Share:_______________________
2. Vesting and Exercise of Option.
a. Generally. Except as otherwise specifically provided herein,
this Option shall vest and be exercisable in full on and after the
________________ (____) anniversary of the date hereof and shall remain
vested and exercisable through the expiration or termination of this
Agreement.
<PAGE>
b. Accelerated Exercise. In the event of the occurrence of all of
the following circumstances ("Accelerating Events"), the date upon which
any outstanding and unexercised Stock Options hereunder may vest and be
exercised shall be accelerated to such date upon which the last of the
Accelerating Events occurs:
(1) the continuous employment of the Optionee with the Company
for a period of ______ years from the date of this Agreement; and
(2) the attainment of the Performance Objectives, as such term
is defined in the Plan, which are set forth on Exhibit A to this
Nonqualified Stock Option Agreement.
The determination of whether the Optionee and/or Company has obtained
the Performance Objectives shall be determined by the Committee in its sole
discretion. The exercise period for the Option shall commence on the date of the
attainment of the last of the Accelerating Events. The exercise period shall
expire [______ years from the date thereof][on ________________,], but in no
event later that ten years from the date hereof.
3. Manner of Exercise.
a. Notice and Payment. The Option may be exercised in whole or in
part by notice in writing to the Company. The aggregate purchase price for
the Stock for which the Option is exercised shall be paid to the Company at
the time of exercise in cash, Stock registered in the name of the Optionee,
exercise of a vested Stock Appreciation Right issued to the Optionee, or by
a combination thereof.
b. Stock Tendered as Payment. Any Stock tendered in payment of the
purchase price for an Option shall be free of all adverse claims and duly
endorsed in blank by the Optionee or accompanied by stock powers duly
endorsed in blank. Stock tendered shall be valued at Fair Market Value on
the date on which the Option is exercised.
4. Option Not Transferable. Except as otherwise specifically set forth
in the Plan, the Option is not transferable, voluntarily or by operation of law
and may be exercised only by the Optionee during the lifetime of the Optionee.
5. Termination of Employment. Pursuant and subject to the provisions
more fully set forth in paragraph 11 and elsewhere in the Plan (i) if the
Optionee's employment is terminated without Cause (as defined in the Plan) the
Optionee shall have thirty (30) days from the date of termination to exercise
any Option which was exercisable immediately prior to such termination; (ii) if
the Optionee's employment is terminated for Cause or if the Optionee voluntarily
leaves the employ of the Company, the Optionee's right to exercise any Option
shall terminate immediately on the date of termination of employment; and (iii)
if the Optionee's cessation of employment with the Company is due to death while
employed by the Company (or during a period when an Option would have otherwise
been exercised), retirement with the written consent of the Company, or
permanent or total disability (within the meaning of Section 22(e)(3) of the
Code), then the Optionee or his or her duly authorized beneficiary or
representative may, at any time within three (3) months after such cessation of
employment, exercise any Option to the extent that the Option was exercisable
immediately prior to the Optionee's death, retirement or disability.
6. Optionee Agrees to Lock-Up. If, prior to a public offering of the
Company's common stock, Optionee shall have exercised any Stock Options granted
hereunder, Optionee agrees to enter into and be bound by any Lock-Up Agreement
reasonably required by the Company's underwriter.
7. Securities Law Restrictions. The Optionee agrees and acknowledges
with respect to any Option Stock that has not been registered under the
Securities Act of 1933, as amended (the "Act") that (i) he or she will not sell
or otherwise dispose of such Stock except pursuant to an effective registration
statement under the Act and any applicable state securities laws, or in a
transaction which, in the opinion of counsel for the Company, is exempt from
such registration, and (ii) a legend will be placed on the certificates for the
Option Stock to such effect.
8. No Rights As Shareholder. The Optionee shall have no rights as a
holder of the Option Stock until the date on which the Option has been exercised
and payment for such shares has been made in full.
9. Tax Withholding. It shall be a condition of the obligation of the
Company to issue Option Stock to the Optionee, and the Optionee agrees, that the
Optionee shall pay to the Company upon its demand, such amount as may be
requested by the Company for the purpose of satisfying its liability to withhold
federal, state, or local income or other taxes incurred by reason of the
exercise of the Option.
10. Capital Adjustment Provisions. In the event of any change in the
shares of common stock of the Company by reason of a declaration of a stock
dividend, stock split, reorganization, merger, consolidation, spin-off,
recapitalization, reclassification, split-up, combination or exchange of shares,
or otherwise, the aggregate number and class of shares available under the Plan,
the number and class of shares subject to this Agreement, the number and class
of shares subject to any other outstanding option, and the exercise price for
shares subject to each outstanding option, shall be appropriately adjusted by
the Committee (whose determination in this regard shall be conclusive) such that
the proportionate interest of the Optionee immediately following such event
shall, to the extent practicable, be the same as immediately prior to such
event.
11. Powers of Company Not Affected. The existence of the Option shall
not affect in any way the right or power of the Company or its shareholders to
make or authorize any combination, subdivision or reclassification of the Stock
or any reorganization, merger, consolidation, business combination, exchange of
shares, or other change in the Company's capital structure or its business, or
any issue of bonds, debentures or stock having rights or preferences equal,
superior or affecting the Option Stock or the rights thereof, or dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise. Nothing in this Agreement shall confer upon the
Optionee any right to continue in the employment of the Company, or interfere
with or limit in any way the right of the Company to terminate the Optionee's
employment at any time.
12. Interpretation by Committee. The Optionee agrees that any dispute
or disagreement which may arise in connection with this Agreement shall be
resolved by the Committee, in its sole discretion, and that any interpretation
by the Committee of the terms of this Agreement or the Plan and any determina-
tion made by the Committee under this Agreement or the Plan may be made in the
sole discretion of the Committee and shall be final, binding, and conclusive.
Any such determination need not be uniform and may be made differently among
Optionees awarded Option Stock.
13. Miscellaneous.
a. State Law. This Agreement shall be governed and construed in
accordance with the internal laws of the State of Florida applicable to
contracts made and to be performed therein between residents thereof.
b. No Modification. This Agreement may not be amended or modified
except by the written consent of the parties hereto.
c. Captions. The captions of this Agreement are inserted for
convenience of reference only and shall not be taken into account in
construing this Agreement.
d. Notice. Any notice, filing or delivery hereunder or with
respect to Option Stock shall be given to the Optionee at either his or her
usual work location or his or her home address as indicated in the records
of the Company, and shall be given to the Committee or the Company at the
principal office of the Company. All such notices shall be in writing and
given by first class mail, postage prepaid, or by personal delivery.
e. Binding Agreement. This Agreement shall be binding upon and
inure to the benefit of the company and its successors and assigns and
shall be binding upon and inure to the benefit of the Optionee.
f. Subject to Plan. This Agreement is subject in all respects to
the terms and conditions of the Plan.
g. Any capitalized term used but not defined herein shall have the
meaning assigned to such term in the Plan.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer, and the Optionee has hereunto affixed
his or her hand and seal, all as of the ______ day of ___________________.
"Company"
SYKES ENTERPRISES,
INCORPORATED, a Florida corporation
By:______________________________________
Title:___________________________________
(Seal)
Optionee's signature:____________________
Print Name:______________________________
No. of Shares of Option Stock:___________
Purchase Price per Share:________________
Date of Agreement:_______________________
Grant Date:______________________________
Expiration Date:_________________________
EXHIBIT 5
FOLEY & LARDNER
100 NORTH TAMPA STREET
SUITE 2700
TAMPA, FLORIDA 33602
TELEPHONE (813) 229-2300
April 16, 1999
Sykes Enterprises, Incorporated
100 North Tampa Street, Suite 3900
Tampa, Florida 33602
Re: Registration Statement on Form S-8 Relating to Sykes Enterprises,
Incorporated 1997 Management Stock Incentive Plan
Ladies and Gentlemen:
We have acted as counsel for Sykes Enterprises, Incorporated, a Florida
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, covering 4,000,000 shares of the Company's
common stock, par value $0.01 (the "Common Stock"), that may be issued pursuant
to the Sykes Enterprises, Incorporated 1997 Management Stock Incentive Plan (the
"Plan"). This opinion letter is rendered pursuant to Item 8 of Form S-8 and Item
601(b)(3) of Regulation S-K. The 4,000,000 shares of Common Stock issuable
pursuant to the Plan are referred to herein as the "Shares."
We have examined and are familiar with the Articles of Incorporation of
the Company, as amended, filed with the Secretary of State of the State of
Florida, Bylaws of the Company, as amended, proceedings of the Board of
Directors and shareholders of the Company in connection with the adoption of the
Plan, and such other records and documents of the Company, certificates of
public officials and such other documents as we have deemed appropriate as a
basis for the opinions set forth in this opinion letter.
Based on the foregoing, it is our opinion that the 4,000,000 shares of
common Stock covered by the Registration Statement and to be issued pursuant to
the Plan, when issued in accordance with the terms and conditions of the Plan,
will be legally and validly issued, fully paid and nonassessable.
We are licensed to practice law in the State of Florida and express no
opinion as to any laws other than those of the State of Florida and the federal
laws of the United States of America.
This opinion letter is provided to you for your benefit and for the
benefit of the Securities and Exchange Commission, in each case, solely with
regard to the Registration Statement, may be relied upon by you and the
Commission only in connection with the Registration Statement, and may not be
relied upon by any other person or for any other purpose without our prior
written consent. We hereby consent to the inclusion of this opinion as Exhibit 5
in the Registration Statement. In giving this consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules or regulations
of the Commission promulgated thereunder.
FOLEY & LARDNER
By: /s/ Martin A. Traber
---------------------------------
Martin A. Traber
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Sykes Enterprises, Incorporated's 1997
Management Stock Incentive Plan of Sykes Enterprises, Incorporated (Sykes) 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
April 15, 1999
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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
April 15, 1999
