<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
TELETECH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7389 84-1291044
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employee
of Classification Code Number) Identification
incorporation or organization) No.)
</TABLE>
1700 LINCOLN STREET, SUITE 1400
DENVER, COLORADO 80203
(303) 894-4000
(Address, including zip code, and telephone number, including
area code, of registrant's executive offices)
KENNETH D. TUCHMAN
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
TELETECH HOLDINGS, INC.
1700 LINCOLN STREET, SUITE 1400
DENVER, COLORADO 80203
(303) 894-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------
WITH COPIES TO:
<TABLE>
<S> <C>
CHARLES EVANS GERBER, ESQ. HOWARD S. LANZNAR, ESQ.
HELEN N. KAMINSKI, ESQ. MARK D. WOOD, ESQ.
Neal, Gerber & Eisenberg Katten Muchin & Zavis
Two North LaSalle Street 525 West Monroe Street
Chicago, Illinois 60602 Chicago, Illinois 60661
(312) 269-8000 (312) 902-5200
</TABLE>
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) FEE
<S> <C> <C>
Common Stock, par value $.01 per
share......................... $35.63 $50,865
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457 (c) for the purpose of computing the amount of the
registration fee based upon the average of the high and low prices of the
Common Stock as reported on the Nasdaq National Market on October 8, 1996.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION ON SUCH DATE AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES OF
1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS
THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two forms of prospectuses: one to be
used in connection with an offering in the United States and Canada (the "U.S.
Prospectus") and one to be used in connection with a concurrent international
offering (the "International Prospectus") of the Common Stock, par value $.01
per share, of TeleTech Holdings, Inc. The form of U.S. Prospectus is included
herein and is followed by the outside front cover page to be used in the
International Prospectus, which is the only differing page of the International
Prospectus. The outside front cover page of the International Prospectus
included herein is labeled "Alternative Page for International Prospectus."
<PAGE>
PROSPECTUS (SUBJECT TO COMPLETION)
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
ISSUED OCTOBER 10, 1996
3,600,000 SHARES
[LOGO]
COMMON STOCK
--------------
OF THE 3,600,000 SHARES OF COMMON STOCK BEING OFFERED, 2,880,000 SHARES ARE
BEING OFFERED INITIALLY IN THE UNITED STATES AND CANADA BY THE U.S.
UNDERWRITERS AND 720,000 SHARES ARE BEING OFFERED INITIALLY OUTSIDE OF THE
UNITED STATES AND CANADA BY THE INTERNATIONAL UNDERWRITERS. SEE
"UNDERWRITERS." ALL OF THE 2,880,000 SHARES BEING OFFERED BY THE
U.S. UNDERWRITERS ARE BEING SOLD BY THE SELLING STOCKHOLDERS NAMED
HEREIN. THE COMPANY WILL NOT RECEIVE ANY OF THE PROCEEDS FROM
THE SALE OF SHARES BY THE SELLING STOCKHOLDERS. SEE
"PRINCIPAL AND SELLING STOCKHOLDERS." THE COMMON STOCK IS
TRADED ON THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL
"TTEC." ON OCTOBER 9, 1996, THE REPORTED LAST SALE
PRICE OF THE COMMON STOCK ON THE NASDAQ NATIONAL
MARKET WAS $32 3/4 PER SHARE. SEE "PRICE RANGE
OF COMMON STOCK."
------------------------
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
COMMENCING ON PAGE 5 HEREOF.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
PRICE $ A SHARE
-------------------
<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS (1) STOCKHOLDERS (2)
----------------- ----------------- -----------------
<S> <C> <C> <C>
PER SHARE................................................ $ $ $
TOTAL (3)................................................ $ $ $
</TABLE>
- ---------
(1) THE SELLING STOCKHOLDERS AND THE COMPANY HAVE AGREED TO INDEMNIFY THE
UNDERWRITERS AGAINST CERTAIN LIABILITIES, INCLUDING LIABILITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
(2) BEFORE DEDUCTING EXPENSES OF THE OFFERING, WHICH ARE ESTIMATED TO BE
$ .
(3) THE COMPANY HAS GRANTED THE U.S. UNDERWRITERS AN OPTION, EXERCISABLE
WITHIN 30 DAYS OF THE DATE HEREOF, TO PURCHASE UP TO AN AGGREGATE OF
540,000 ADDITIONAL SHARES OF COMMON STOCK AT THE PRICE TO PUBLIC LESS
UNDERWRITING DISCOUNTS AND COMMISSIONS FOR THE PURPOSE OF COVERING
OVER-ALLOTMENTS, IF ANY. IF THE U.S. UNDERWRITERS EXERCISE SUCH OPTION IN
FULL, THE TOTAL PRICE TO PUBLIC, UNDERWRITING DISCOUNTS AND COMMISSIONS
AND PROCEEDS TO THE COMPANY WILL BE $ , $ , AND
$ , RESPECTIVELY. SEE "UNDERWRITERS."
------------------------
THE SHARES ARE OFFERED, SUBJECT TO PRIOR SALE, WHEN, AS AND IF ACCEPTED BY
THE UNDERWRITERS NAMED HEREIN AND SUBJECT TO APPROVAL OF CERTAIN LEGAL MATTERS
BY KATTEN MUCHIN & ZAVIS, COUNSEL FOR THE UNDERWRITERS. IT IS EXPECTED THAT
DELIVERY OF THE SHARES WILL BE MADE ON OR ABOUT OCTOBER , 1996 AT THE OFFICE
OF MORGAN STANLEY & CO. INCORPORATED, NEW YORK, NEW YORK, AGAINST PAYMENT
THEREFOR IN IMMEDIATELY AVAILABLE FUNDS.
-------------------
MORGAN STANLEY & CO.
INCORPORATED
ALEX. BROWN & SONS
INCORPORATED
SMITH BARNEY INC.
, 1996
<PAGE>
INSIDE FRONT COVER OF PROSPECTUS:
The inside front cover is a gatefold which opens to a multicolor graphic
layout containing, in the upper right-hand corner, the title
"TeleTech--integrated customer lifecycle management." Under the title are
written the words: "engineered and executed by TeleTech" and "TeleTech's
solutions integrate all phases of the customer lifecycle -- customer
acquisition, service and retention, satisfaction and loyalty -- and are designed
to maximize the lifetime value of its client's customer relationships."
The gatefold contains eight photographs of the Company's call centers and
related technology (in each of the lower left-hand and upper left-hand corners
and along the right-hand margin with the word "TeleTech" superimposed). In the
center of the gatefold, there is an oval photograph of a woman speaking on the
telephone, labelled "Our Client's Customer." This photograph is surrounded by
three smaller oval photographs of faces, each of which is labelled "TeleTech
representative." Radiating outward from the center oval photograph of the
Client's Customer are 16 curved lines, each of which terminates at a press-and-
click telephone jack, adjacent to which is a question or request that the
client's customer might have regarding a particular product or service.
Following this "customer lifecycle" clockwise from a point labelled "Start", the
questions or requests that a client's customer might ask appear as follows:
"Tell me about it."
"Where can I buy it?"
"I want to order it."
"How do I install it."
"Help me use and navigate it."
"Send someone to repair it."
"I want to upgrade it."
"My billing address has changed for it."
"How do I take care of it?"
"I want to complain about it."
"I want to rave about it."
"Make me a preferred customer and I'll keep buying it."
"Register me for the event celebrating it."
"Contact my friend about trying it."
"I'd like to buy it again."
These questions or requests are classified into the following three phases
of the customer lifecycle: "CUSTOMER ACQUISITION - LIMITED VALUE," "CUSTOMER
SERVICE + RETENTION - SUSTAINED VALUE," "CUSTOMER SATISFACTION + LOYALTY -
MAXIMUM VALUE."
Centered along the lower edge of the gatefold, is an ovaloid graphic
containing text that lists under the heading "TeleTech's core strengths" the
following words: "People -- Infrastructure -- Technology -- Process -- Strategy
- -- Innovation." On either side of this text is an arrow, one of which points to
the left indicating "Customer Benefits" (listed as "Direct access to product and
service providers -- Rapid, single-call resolution -- Personalized service --
Knowledgeable resources -- Flexibility"), and the other of which points to the
right indicating "Client Benefits" (listed as "Efficiency and effectiveness in
Customer Care -- Controlled operating and labor costs -- Access to
state-of-the-art technology -- Enhanced service quality -- Maximum customer
value").
TeleTech's corporate logo appears in the lower right-hand corner of the
gatefold, under which are written the words: "COPYRIGHT 1996."
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, BY ANY SELLING STOCKHOLDER
OR BY ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF ANY OFFER TO BUY BY ANY PERSON IN ANY JURISDICTION IN WHICH
IT IS UNLAWFUL TO MAKE SUCH AN OFFERING OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
-------------------
For investors outside of the United States: No action has been or will be
taken in any jurisdiction by the Company or by any Underwriter that would permit
a public offering of the Common Stock or possession or distribution of this
Prospectus in any jurisdiction where action for that purpose is required, other
than in the United States. Persons into whose possession this Prospectus comes
are required by the Company and the Underwriters to inform themselves about and
to observe any restrictions as to the offering of the Common Stock and the
distribution of this Prospectus.
In this Prospectus references to "dollars" and "$" are to United States
dollars, and the terms "United States" and "U.S." mean the United States of
America, its states, its territories, its possessions and all areas subject to
its jurisdiction.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----------
<S> <C>
Prospectus Summary......................................................................................... 3
Risk Factors............................................................................................... 5
The Company................................................................................................ 12
Use of Proceeds............................................................................................ 12
Dividend Policy............................................................................................ 12
Price Range of Common Stock................................................................................ 12
Capitalization............................................................................................. 13
Selected Financial Data.................................................................................... 14
Pro Forma Consolidated Condensed Financial Information..................................................... 16
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 17
Business................................................................................................... 26
Management................................................................................................. 40
Certain Relationships and Related Party Transactions....................................................... 46
Principal and Selling Stockholders......................................................................... 49
Description of Capital Stock............................................................................... 52
Shares Eligible for Future Sale............................................................................ 54
Certain United States Federal Tax Consequences for Non-U.S. Holders of Common Stock........................ 55
Underwriters............................................................................................... 58
Legal Matters.............................................................................................. 61
Experts.................................................................................................... 61
Change in Independent Accountants.......................................................................... 61
Additional Information..................................................................................... 61
Index to Financial Statements.............................................................................. F-1
</TABLE>
-------------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS AND CERTAIN SELLING GROUP
MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON
THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. SEE "UNDERWRITERS."
2
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN
THIS PROSPECTUS. EXCEPT AS OTHERWISE NOTED HEREIN, INFORMATION IN THIS
PROSPECTUS (I) ASSUMES NO EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION,
(II) REFLECTS A FIVE-FOR-ONE SPLIT OF THE COMPANY'S COMMON STOCK EFFECTED ON
JULY 31, 1996 AND (III) REFLECTS THE CONVERSION ON JULY 31, 1996 OF ALL
OUTSTANDING SHARES OF CONVERTIBLE PREFERRED STOCK, PAR VALUE $6.45 PER SHARE, OF
THE COMPANY ("PREFERRED STOCK") INTO 9,300,000 SHARES OF COMMON STOCK (THE
"PREFERRED STOCK CONVERSION") EFFECTED IN CONNECTION WITH THE COMPANY'S INITIAL
PUBLIC OFFERING OF COMMON STOCK (THE "INITIAL PUBLIC OFFERING"). UNLESS
OTHERWISE INDICATED, REFERENCES TO "TELETECH" AND THE "COMPANY" MEAN TELETECH
HOLDINGS, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES OR, FOR PERIODS PRIOR TO
DECEMBER 1994, MEAN TELETECH TELECOMMUNICATIONS, INC. AND TELETECH TELESERVICES,
INC., COLLECTIVELY. SEE "THE COMPANY."
THE COMPANY
TeleTech is a leading provider of customer care solutions for Fortune 1000
companies. TeleTech's customer care solutions encompass a wide range of
telephone- and computer-based customer acquisition, retention and satisfaction
programs designed to maximize the long-term value of the relationships between
TeleTech's clients and their customers. Such programs involve all stages of the
customer relationship and consist of a variety of customer service and product
support activities, such as providing new product information, enrolling
customers in client programs, providing 24-hour technical and help desk support,
resolving customer complaints and conducting satisfaction surveys. TeleTech
works closely with its clients to rapidly design and implement large scale,
tailored customer care programs that provide comprehensive solutions to their
specific business needs.
TeleTech delivers its customer care services primarily through
customer-initiated ("inbound") telephone calls and also over the Internet.
Services are provided by trained customer care representatives
("Representatives") in response to an inquiry that a customer makes by calling a
toll-free telephone number or by sending an Internet message. Representatives
respond to these inquiries from TeleTech call centers ("Call Centers") utilizing
state-of-the-art workstations, which operate on TeleTech's advanced technology
platform, enabling the Representatives to provide rapid, single-call resolution.
This technology platform incorporates digital switching, client/server
technology, object-oriented software modules, relational database management
systems, proprietary call tracking management software, computer telephony
integration and interactive voice response. TeleTech provides services from Call
Centers leased and equipped by TeleTech ("fully outsourced") and, beginning in
April 1996, also from Call Centers leased and equipped by clients ("facilities
management").
TeleTech typically establishes long-term, strategic relationships,
formalized by multi-year contracts, with selected clients in the
telecommunications, technology, transportation, health care and financial
services industries. TeleTech targets clients in these industries because of
their complex product and service offerings and large customer bases, which
require frequent, often sophisticated, customer interactions. For example, in
the second half of 1995 the Company entered into significant, multi-year
contracts with CompuServe and United Parcel Service. In the first nine months of
1996, the Company obtained significant, additional business from AT&T and
entered into a multi-year contract with the United States Postal Service (the
"Postal Service").
The Company was founded in 1982 and has been providing inbound customer care
solutions since its inception. Between December 31, 1995 and March 31, 1996, the
Company opened, acquired or initiated management of six Call Centers. As of
October 1, 1996, TeleTech leased or managed ten Call Centers in the United
States, two in the United Kingdom and one in each of Australia and New Zealand,
equipped with a total of 4,976 state-of-the-art workstations. TeleTech currently
plans to expand two existing U.S. Call Centers by the end of 1996. In addition,
TeleTech has signed leases for two facilities in the United States in which it
expects to open additional Call Centers in 1997. In the first six months of
1996, approximately 97% of the Company's call handling revenues were derived
from inbound customer inquiries.
3
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Selling
Stockholders................................ 3,600,000 shares
U.S. offering.............................. 2,880,000 shares
International offering..................... 720,000 shares
Common Stock to be outstanding after the
Offering.................................... 55,092,330 shares(1)
Use of proceeds to the Company............... All proceeds from the sale of Common Stock
offered hereby (the "Offering") will be
received by the Selling Stockholders.(2)
Nasdaq National Market Symbol................ TTEC
</TABLE>
- ------------
(1) Excludes 4,993,430 shares of Common Stock issuable upon exercise of options
outstanding at October 1, 1996, with a weighted average exercise price of
$5.47 per share, other than options to acquire 144,900 shares that will be
exercised, and which underlying shares will be sold in the Offering, by
certain Selling Stockholders. See "Capitalization,"
"Management--Compensation of Directors," "Management--TeleTech Stock Option
Plan," "Underwriters" and note 11 to the Company's Consolidated and Combined
Financial Statements (the "Financial Statements").
(2) If the Underwriters' over-allotment option is exercised in full, the Company
will use the net proceeds it will receive for working capital and general
corporate purposes. See "Use of Proceeds."
SUMMARY FINANCIAL INFORMATION (1)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND OPERATING DATA)
<TABLE>
<CAPTION>
YEAR ENDED ELEVEN YEAR ENDED SIX MONTHS ENDED
JANUARY 31, MONTHS ENDED DECEMBER 31, JUNE 30,
--------------------- DECEMBER 31, ------------------ ------------------
1993 1993 1994 1995 1995 1996
------- ------------ ------- ------- ------- -------
1992
-----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.......................................... $ 5,751 $13,814 $19,520 $35,462 $50,467 $22,291 $56,619
Income (loss) from operations..................... (332) 250 837 2,196 4,596 1,821 6,279
Net income........................................ 214 52 548 1,695 4,156(2) 2,420(2) 3,318
Pro forma net income.............................. 214 52 299(3) 1,037(3) 4,156(2) 2,420(2) 3,318
Pro forma net income per share of Common Stock and
equivalents (4).................................. $ -- $ -- $ .01(3) $ .02(3) $ .08(2) $ .04(2) $ .06
Weighted average shares outstanding (4)........... 43,753 43,753 43,753 43,753 54,304 54,281 54,328
OPERATING DATA:
Number of Call Centers............................ 1 1 2 2 3 3 9
Number of workstations............................ 300 300 560 560 960 960 3,107
</TABLE>
<TABLE>
<CAPTION>
JUNE 30, 1996
------------------------
ACTUAL PRO FORMA (5)
--------- -------------
(UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital.......................................................................... $ 6,733 $ 58,310
Total assets............................................................................. 63,751 106,328
Long-term debt, net of current portion................................................... 7,354 7,354
Total stockholders' equity............................................................... 11,748 76,615
</TABLE>
- ------------
(1) The Summary Financial Information presented in this table is derived from
the "Selected Financial Information" and the Financial Statements included
elsewhere in this Prospectus.
(2) Includes the $2.4 million pre-tax net proceeds of a one-time payment made by
a former client to TeleTech in connection with such client's early
termination of a contract.
(3) During 1993 and 1994, the Company was an S corporation under Subchapter S of
the Internal Revenue Code of 1986, as amended (the "Code"), and,
accordingly, was not subject to federal income taxes. Pro forma net income
includes a provision for income taxes at an effective rate of 44.4% for the
11 months ended December 31, 1993 and 39.5% for the year ended December 31,
1994.
(4) Calculated in the manner described in note 1 to the Financial Statements.
(5) Reflects the application of the $52.6 million of net proceeds received by
the Company from the Initial Public Offering and the Preferred Stock
Conversion effected in connection therewith.
RECENT DEVELOPMENTS
For the three months ended September 30, 1996, TeleTech's revenues increased
$37.4 million, or 295%, to $50.1 million from $12.7 million for the same period
of 1995. Income from operations increased to $6.9 million, or 13.8% of revenues,
for the three months ended September 30, 1996, from $1.2 million, or 9.6% of
revenues, for the same period of 1995. Net income increased $3.2 million, or
371%, to $4.1 million for the three months ended September 30, 1996 from
$862,000 for the same period of 1995. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Recent Developments."
4
<PAGE>
RISK FACTORS
THIS PROSPECTUS CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE
SUBSTANTIAL KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES. WHEN USED IN THIS
PROSPECTUS, THE TERMS "ANTICIPATES," "EXPECTS," "ESTIMATES," "BELIEVES" AND
SIMILAR TERMS AS THEY RELATE TO THE COMPANY OR ITS MANAGEMENT ARE INTENDED TO
IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL RESULTS,
PERFORMANCE OR ACHIEVEMENTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCLOSED BELOW. IN EVALUATING THE
COMPANY'S BUSINESS, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE
FOLLOWING FACTORS IN ADDITION TO THE OTHER INFORMATION PRESENTED IN THIS
PROSPECTUS.
RELIANCE ON A FEW MAJOR CLIENTS. The Company has strategically focused its
marketing efforts on developing long-term relationships with Fortune 1000
companies in targeted industries. As a result, a substantial portion of the
Company's revenues is derived from relatively few clients. Collectively, the
Company's 10 largest clients in 1995 accounted for approximately 82.1% of the
Company's 1995 revenues. The Company's three largest clients in 1995 were AT&T,
Continental Airlines and Apple Computer, Inc., which accounted for approximately
31% (including 11% from McCaw Communications d/b/a Cellular One, a subsidiary of
AT&T), 18% and 9%, respectively, of the Company's 1995 revenues. The Company's
program for Continental Airlines was completed in March 1996 and was not
renewed. The lost revenues from the expiration of the Continental Airlines
program were more than offset in the first quarter of 1996 by revenues from new
clients. The Company received prior notice that Continental Airlines would not
renew its contract upon expiration and redeployed to new programs all of the
workstations that previously had been dedicated to the Continental Airlines
program. Consequently, there was no material capacity underutilization due to
the loss of the Continental Airlines program; however, there can be no assurance
that the Company's loss of another large client would not result in substantial
underutilized capacity.
The Company expects that its three largest clients in 1996, AT&T, CompuServe
and United Parcel Service, which accounted for approximately 31%, 19% and 12%,
respectively, of the Company's revenues in the first six months of 1996, will
account for an even greater percentage of the Company's revenues than its three
largest clients in 1995. There can be no assurance that the Company will be able
to retain any of its largest clients or that the volumes of its most profitable
or largest programs will not be reduced, or that the Company would be able to
replace such clients or programs with clients or programs that generate a
comparable amount of revenues or profits. Consequently, the loss of one or more
of its significant clients could have a material adverse effect on the Company's
business, results of operations or financial condition. In September 1996, the
Company and CompuServe agreed to limit the monthly fees the Company charges
CompuServe under the largest program the Company provides to CompuServe, which
will effectively reduce the number of workstations the Company dedicates to such
program. The Company has redeployed most, and in the near future expects to have
redeployed all, of the workstations previously dedicated to such CompuServe
program to new programs, including another program that the Company provides for
CompuServe. Consequently, the Company does not expect this reduction to
materially decrease the Company's capacity utilization. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"--Risks Associated with the Company's Contracts" and "--Dependence on Key
Industries."
Substantially all of the Company's significant arrangements with its clients
generate revenues based, in large part, on the amount of time which the
Company's personnel devotes to such clients' customers. Consequently, and due to
the primarily inbound nature of the Company's business, the amount of revenues
generated from any particular client is generally dependent upon consumers'
interest in, and use of, the client's products and/or services. Furthermore, a
significant portion of the Company's expected revenues and planned capacity
utilization for 1996 relate to recently-introduced product or service offerings
of the Company's clients, including two significant programs developed for AT&T
and CompuServe, two of the Company's largest clients. There can be no assurance
as to the number of consumers who will be attracted to the products and services
of the Company's clients and who will therefore need the Company's services, or
that the Company's clients will develop new products or services that will
require the Company's services. See "Business--Markets and Clients--Technology."
5
<PAGE>
DIFFICULTIES OF MANAGING RAPID GROWTH. The Company has experienced rapid
growth over the past several years and anticipates continued future growth.
Continued growth depends on a number of factors, including the Company's ability
to (i) initiate, develop and maintain new client relationships and expand its
marketing operations, (ii) recruit, motivate and retain qualified management and
hourly personnel, (iii) rapidly identify, acquire or lease suitable Call Center
facilities on acceptable terms and complete build-outs of such facilities in a
timely and economic fashion, and (iv) maintain the high quality of the services
and products that it provides to its clients. The Company's continued rapid
growth can be expected to place a significant strain on the Company's
management, operations, employees and resources. There can be no assurance that
the Company will be able to maintain or accelerate its current growth,
effectively manage its expanding operations or achieve planned growth on a
timely or profitable basis. If the Company is unable to manage growth
effectively, its business, results of operations or financial condition could be
materially adversely affected. See "Business--Growth Strategy."
The Company's profitability is significantly influenced by its Call Center
capacity utilization. Although the Company seeks to maximize utilization, the
inbound nature of the Company's business results in significantly higher
utilization during peak (weekday) periods than during off-peak (night and
weekend) periods. In addition, the Company has experienced, and in the future
may experience, at least short-term, excess capacity during peak periods upon
the opening of a new Call Center or the termination of a large client program.
There can be no assurance that the Company will be able to achieve or maintain
optimal Call Center capacity utilization. See "--Reliance on a Few Major
Clients" and "Business-- Facilities."
RISKS ASSOCIATED WITH THE COMPANY'S CONTRACTS. Although the Company
currently seeks to sign multi-year contracts with its clients, the Company's
contracts do not assure the Company a specific level of revenues and they
generally do not designate the Company as the client's exclusive service
provider. The Company believes maintaining satisfactory relationships with its
clients has a more significant impact on the Company's revenues than the
specific terms of its client contracts. Certain of the Company's current
contracts (representing approximately 36% of the Company's 1995 revenues) have
terms of one year or less and there can be no assurance that the clients will
renew or extend such contracts. In addition, the Company's contracts are
terminable by its clients on relatively short notice. Although many of such
contracts require the client to pay a contractually agreed amount in the event
of early termination, there can be no assurance that the Company will be able to
collect such amount or that such amount, if received, will sufficiently
compensate the Company for the investment it has made to support the cancelled
program or for the revenues it may lose as a result of the early termination. In
addition, some of the Company's contracts limit the aggregate amount the Company
can charge for its services during the term of the contract and several prohibit
the Company from providing services to a direct competitor of a client that are
similar to the services the Company provides to such client. Although a few of
the Company's more recently executed contracts provide for annual increases in
the rates paid by clients in the event of increases in certain cost or price
indices, most of the Company's contracts do not include such provisions and some
of the contracts currently in effect provide that the service fees paid by
clients may be adjusted downward if the performance objectives specified therein
are not attained or, at least in one case, in the event of a decrease in a price
index. Furthermore, there can be no assurance that the adjustments based upon
increases in cost or price indices will fully compensate the Company for
increases in labor and other costs that it may experience in fulfilling its
contractual obligations. Although several of the Company's clients have elected
not to renew or extend short-term contracts, or have terminated contracts or
reduced program volumes on relatively short notice to the Company, to date none
of the foregoing types of contractual provisions has had a material adverse
effect on the Company's business, results of operations or financial condition.
See "--Reliance on a Few Major Clients," "Business--Sales and Marketing,"
"Business--Services" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
DEPENDENCE ON LABOR FORCE. The Company's success is largely dependent on
its ability to recruit, hire, train and retain qualified employees. The
Company's industry is very labor intensive and has experienced high personnel
turnover. A significant increase in the Company's employee turnover rate could
increase the Company's recruiting and training costs and decrease operating
effectiveness and productivity. Also, the addition of significant new clients or
the implementation of new large-scale programs may require the
6
<PAGE>
Company to recruit, hire and train qualified personnel at an accelerated rate.
There can be no assurance that the Company will be able to continue to hire,
train and retain sufficient qualified personnel to adequately staff new customer
care programs. Because a significant portion of the Company's operating costs
relate to labor costs, an increase in wages, costs of employee benefits or
employment taxes could have a material adverse effect on the Company's business,
results of operations or financial condition. In addition, certain of the
Company's facilities are located in geographic areas with relatively low
unemployment rates, thus potentially making it more difficult and costly to hire
qualified personnel. See "--Difficulties of Managing Rapid Growth,"
"Business--Human Resources" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
DEPENDENCE ON KEY PERSONNEL. The Company's success to date has depended in
large part on the skills and efforts of Kenneth D. Tuchman, the Company's
founder, Chairman of the Board, President and Chief Executive Officer. There can
be no assurance that the Company will be able to hire or retain the services of
other officers or key employees. The loss of Mr. Tuchman or the Company's
inability to hire or retain such other officers or key employees could have a
material adverse effect on the Company's business, results of operations or
financial condition. The Company's success and achievement of its growth plans
depend on its ability to recruit, hire, train and retain other highly qualified
technical and managerial personnel, including individuals with significant
experience in the industries targeted by the Company. The inability of the
Company to attract and retain the necessary technical and managerial personnel
could have a material adverse effect on the Company's business, results of
operations or financial condition. See "--Difficulties of Managing Rapid Growth"
and "Management."
DEPENDENCE ON KEY INDUSTRIES. The Company's clients are concentrated
primarily in the telecommunications, technology and transportation industries
and, to a lesser extent, the health care and financial services industries. The
Company's business and growth is largely dependent on the continued demand for
the Company's services from these industries and current trends in such
industries to outsource certain customer care services. A general economic
downturn in any of these industries or a slowdown or reversal of the trend in
any of these industries to outsource certain customer care services could have a
material adverse effect on the Company's business, results of operations or
financial condition. In addition, the Company's health care and financial
services strategic business units ("SBUs") were introduced only recently and are
still in the development stage. There can be no assurance that the Company can
successfully develop these SBUs or that such development can occur in accordance
with the Company's current time schedule. Additionally, a substantial percentage
of the revenues generated by clients in the telecommunications industry relate
to the Company's provision of third-party verification of long-distance service
sales, which is required by the rules of the Federal Communications Commission.
Such verification services accounted for 19% and 10% of the Company's total
revenues in 1995 and in the first six months of 1996, respectively. Although the
Company is not aware of any proposed changes to these rules, the elimination of
this requirement could have a material adverse effect on the Company's business,
results of operations or financial condition. See "--Highly Competitive Market"
and "Business--Markets and Clients."
RISK OF BUSINESS INTERRUPTION. The Company's operations are dependent upon
its ability to protect its Call Centers, computer and telecommunications
equipment and software systems against damage from fire, power loss,
telecommunications interruption or failure, natural disaster and other similar
events. In the event the Company experiences a temporary or permanent
interruption at one or more of its Call Centers, through casualty, operating
malfunction or otherwise, the Company's business could be materially adversely
affected and the Company may be required to pay contractual damages to some
clients or allow some clients to terminate or renegotiate their contracts with
the Company. While the Company maintains property and business interruption
insurance, such insurance may not adequately compensate the Company for all
losses that it may incur. See "Business--Operations."
RISKS ASSOCIATED WITH RAPIDLY CHANGING TECHNOLOGY. The Company's business
is highly dependent on its computer and telecommunications equipment and
software systems. The Company's failure to maintain the superiority of its
technological capabilities or to respond effectively to technological changes
could have a material adverse effect on the Company's business, results of
operations or financial condition. The
7
<PAGE>
Company's future success also will be highly dependent upon its ability to
enhance existing services and introduce new services or products to respond to
changing technological developments. There can be no assurance that the Company
can successfully develop and bring to market any new services or products in a
timely manner, that such services or products will be commercially successful or
that competitors' technologies or services will not render the Company's
products or services noncompetitive or obsolete. See "--Highly Competitive
Market" and "Business--Technology."
HIGHLY COMPETITIVE MARKET. The market in which the Company competes is
highly competitive and fragmented. The Company expects competition to persist
and intensify in the future. The Company's competitors include small firms
offering specific applications, divisions of large entities, large independent
firms and, most significantly, the in-house operations of clients or potential
clients. A number of competitors have or may develop greater capabilities and
resources than those of the Company. Similarly, there can be no assurance that
additional competitors with greater resources than the Company will not enter
the Company's market. Because the Company's primary competitors are the in-house
operations of existing or potential clients, the Company's performance and
growth could be negatively impacted if its existing clients decide to provide
in-house customer care services that currently are outsourced or if potential
clients retain or increase their in-house customer service and product support
capabilities. For example, Continental Airlines, one of the Company's largest
clients in 1995 decided not to renew a program completed by the Company in March
1996 due to Continental Airlines' excess in-house call center capacity. In
addition, competitive pressures from current or future competitors could cause
the Company's services to lose market acceptance or result in significant price
erosion, with a material adverse effect upon the Company's business, results of
operations or financial condition. See "Business--Competition."
DIFFICULTIES OF COMPLETING AND INTEGRATING ACQUISITIONS AND JOINT
VENTURES. One component of the Company's growth strategy is to pursue strategic
acquisitions of companies that have services, products, technologies, industry
specializations or geographic coverage that extend or complement the Company's
existing business. There can be no assurance that the Company will be able
successfully to identify, acquire on favorable terms or integrate such
companies. If any acquisition is completed, there can be no assurance that such
acquisition will enhance the Company's business, results of operations or
financial condition. The Company may in the future face increased competition
for acquisition opportunities, which may inhibit the Company's ability to
consummate suitable acquisitions on terms favorable to the Company. A
substantial portion of the Company's capital resources, including the net
proceeds from the Initial Public Offering and the net proceeds from the
Offering, if any, could be used for acquisitions. The Company may require
additional debt or equity financing for future acquisitions, which financing may
not be available on terms favorable to the Company, if at all. As part of its
growth strategy, the Company may also pursue opportunities to undertake
strategic alliances in the form of joint ventures. Joint ventures involve many
of the same risks as acquisitions, as well as additional risks associated with
possible lack of control of the joint ventures. See "--Difficulties of Managing
Rapid Growth."
In January 1996, the Company acquired Access 24 Service Corporation Pty
Limited, an Australian company ("Access 24"), which provides customer care
solutions to Australian and New Zealand companies, primarily in the health care
and financial services industries. In April 1996, the Company entered into a
joint venture with PPP Healthcare Group plc ("PPP") to provide services in the
United Kingdom and Ireland similar to those provided by Access 24. Certain of
the services provided by Access 24 and PPP to health care and financial services
clients differ from the traditional outsourcing services of the Company's U.S.
business. Several of the services currently provided by Access 24 and PPP may be
subject to extensive government regulation if introduced as planned in the U.S.
market. There can be no assurance that compliance with applicable U.S. laws and
regulations will not limit the scope, or significantly increase the cost to the
Company, of providing services in the U.S. market that are comparable to such
services currently provided by Access 24 and the joint venture outside the
United States. Although in November 1996 the Company expects to begin providing
health care services in the United States for Health Decisions International,
LLC ("HDI") that are similar to the health care services provided by Access 24
and PPP, there can be no assurance that the anticipated benefits of the Access
24 acquisition and the joint venture with PPP will be
8
<PAGE>
fully achieved. See "--Health Care Regulation and Risk Management,"
"Business--Markets and Clients-- Health Care," "Business--Markets and
Clients--Financial Services" and "Business--International Operations."
RISK ASSOCIATED WITH INTERNATIONAL OPERATIONS AND EXPANSION. As a result of
the recent acquisition of Access 24 and the joint venture with PPP, the Company
now conducts business in the United Kingdom, Australia and New Zealand. The
Company's international operations accounted for approximately 11% of the
Company's revenues for the first six months of 1996 and, on a pro forma basis
reflecting the Company's acquisition of Access 24 as if it had occurred on
January 1, 1995, approximately 16.9% of the Company's revenues during 1995. A
key component of the Company's growth strategy is its continued international
expansion. There can be no assurance that the Company will be able successfully
to market, sell and deliver its services in international markets, or that it
will be able successfully to acquire companies, or integrate acquired companies,
to expand international operations. In addition, there are certain risks
inherent in conducting international business, including exposure to currency
fluctuations, longer payment cycles, greater difficulties in accounts receivable
collection, difficulties in complying with a variety of foreign laws, unexpected
changes in regulatory requirements, difficulties in staffing and managing
foreign operations, political instability and potentially adverse tax
consequences. There can be no assurance that one or more of such factors will
not have a material adverse effect on the Company's international operations
and, consequently, on the Company's business, results of operations or financial
condition. See "Business-- International Operations" and "Pro Forma Consolidated
Condensed Financial Information."
VARIABILITY OF QUARTERLY OPERATING RESULTS. The Company has experienced,
and in the future could experience, quarterly variations in revenues as a result
of a variety of factors, many of which are outside the Company's control,
including: the timing of new contracts; the timing of new product or service
offerings or modifications in client strategies; the expiration or termination
of existing contracts; the timing of increased expenses incurred to obtain and
support new business; changes in the Company's revenue mix among its various
service offerings; and the seasonal pattern of certain of the businesses
serviced by the Company. In addition, the Company's planned staffing levels,
investments and other operating expenditures are based on revenue forecasts. If
revenues are below expectations in any given quarter, the Company's operating
results would likely be materially adversely affected for that quarter. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Quarterly Results."
HEALTH CARE REGULATION AND RISK MANAGEMENT. In November 1996, the Company
expects to begin providing telephone-based health care counseling and
information services on behalf of HDI to customers or members of HDI's clients,
which include corporations and health maintenance organizations. Pursuant to a
facilities management agreement with HDI, nurses and other health care
professionals employed by the Company will answer customers' questions regarding
a variety of health care and medical concerns, including nutritional matters,
common ailments and health care options and risks. The Company's provision of
services for HDI, and any similar services that the Company may provide for
other health care providers, may be subject to governmental regulations not
applicable to other portions of the Company's business.
The health care industry is subject to extensive and evolving Federal and
state government regulation relating to many aspects of health care delivery
services, including health care referral programs and the operation of health
maintenance organizations. Many of these statutes and regulations predate the
development of telephone-based and other interstate communication of health care
information and services. The literal language of certain of these statutes and
regulations, including those regulating the practice of nursing and the practice
of medicine, could be construed to apply to certain of the health care services
that the Company may provide. The Company has no knowledge, and has not been
made aware, that HDI or any other organizations unaffiliated with HDI that
provide similar interstate health care services, has been made subject to such
statutes and regulations. However, if regulators construe any of the foregoing
statutory and regulatory requirements as applicable to the health care services
that may be provided by the Company, then the Company or its employees could be
required to obtain additional licenses or registrations or the Company may be
required to modify the scope of the services it provides.
9
<PAGE>
In recent years, participants in the health care industry, including nurses
and other health care professionals, have been subject to an increasing number
of lawsuits alleging malpractice, product liability and related legal theories,
many of which involve substantial claims and significant defense costs. The
Company may be exposed to the risk of professional liability claims relating to
the health care services it expects to provide. Although the Company maintains
malpractice liability insurance, there can be no assurance that claims in excess
of the Company's insurance coverage will not arise or that all claims would be
covered by such insurance.
COMPLIANCE WITH OTHER GOVERNMENT REGULATION. Because the Company's current
business consists primarily of responding to inbound telephone calls, it is not
highly regulated. However, in connection with the limited amount of outbound
telemarketing services that it provides, the Company is required to comply with
the Federal Communications Commission's rules under the Federal Telephone
Consumer Protection Act of 1991 and the Federal Trade Commission's regulations
under the Federal Telemarketing and Consumer Fraud and Abuse Prevention Act of
1994, both of which govern telephone solicitation. In the event that the Company
decides to expand its outbound telemarketing services, such rules and
regulations would apply to a larger percentage of the Company's business. In
connection with providing services to the Postal Service, the Company has agreed
to comply with the Privacy Act of 1974, which governs the recording of telephone
conversations. The Company believes that it currently is, and will continue to
be, in compliance with such statute. Furthermore, there may be additional
federal or state legislation, or changes in regulatory implementation, that
limit the activities of the Company or its clients in the future or
significantly increase the cost of compliance. Additionally, the Company could
be responsible for its failure, or the failure of its clients, to comply with
regulations applicable to its clients. See "-- Health Care Regulation and Risk
Management."
CONTROL BY PRINCIPAL STOCKHOLDER. Following completion of the Offering,
Kenneth D. Tuchman, the Company's Chairman, President and Chief Executive
Officer, will beneficially own approximately 66.3% of the outstanding shares of
Common Stock (and approximately 65.6% if the Underwriters' over-allotment is
exercised in full). As a result, Mr. Tuchman will continue to be able to elect
the entire Board of Directors of the Company and to control substantially all
other matters requiring action by the Company's stockholders. Such voting
concentration may have the effect of discouraging, delaying or preventing a
change in control of the Company. See "Principal and Selling Stockholders."
LIMITED TRADING HISTORY AND POSSIBLE VOLATILITY OF STOCK PRICE. The Common
Stock first became publicly traded on August 1, 1996. Since then, the per share
price of the Common Stock has risen substantially from the Initial Public
Offering price of $14.50 per share. During and after the Offering, the market
price of the Common Stock is likely to be highly volatile and could be subject
to wide fluctuations in response to quarterly variations in operating results,
announcements of new contracts or contract cancellations, announcements of
technological innovations or new products or services by the Company or its
competitors, changes in financial estimates by securities analysts or other
events or factors. The market price of the Common Stock also may be affected by
the Company's ability to meet analysts' expectations, and any failure to meet
such expectations, even if minor, could have a material adverse effect on the
market price of the Common Stock. In addition, the stock market has experienced
significant price and volume fluctuations that have particularly affected the
market prices of equity securities of many companies and that have often been
unrelated to the operating performance of such companies. These broad market
fluctuations may adversely affect the market price of the Common Stock. In the
past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted against
such a company. Any such litigation instigated against the Company could result
in substantial costs and a diversion of management's attention and resources,
which could have a material adverse effect on the Company's business, results of
operations or financial condition. See "Price Range of Common Stock."
SUBSTANTIAL NUMBER OF SHARES ELIGIBLE FOR FUTURE SALE. The sale of a
substantial number of shares of Common Stock by the Company or any of its
significant stockholders, or the perception that such sales could occur, could
adversely affect prevailing market prices of the Common Stock. The Company is
unable to make any prediction as to the effect, if any, that future sales of
Common Stock or the availability of Common Stock for sale may have on the market
price of the Common Stock prevailing from time to time. In addition,
10
<PAGE>
any such sale or such perception could make it more difficult for the Company to
sell equity securities or equity related securities in the future at a time and
price that the Company deems appropriate. The Company has, and upon completion
of the Offering, will have outstanding an aggregate of 55,092,330 shares of
Common Stock, excluding shares of Common Stock issuable upon exercise of options
outstanding under the TeleTech Holdings, Inc. Stock Plan (the "Option Plan") and
the TeleTech Holdings, Inc. Directors Stock Option (the "Directors Option
Plan"). The 7,153,000 shares of Common Stock sold in the Initial Public Offering
are, and the 3,600,000 shares of Common Stock offered hereby will be, freely
tradeable (other than by an "affiliate" of the Company as such term is defined
under the Securities Act of 1933, as amended (the "Securities Act")) without
restriction or registration under the Securities Act. All remaining outstanding
shares of Common Stock may be sold under Rule 144 or Regulation S promulgated
under the Securities Act, subject to the holding period, volume, manner of sale
and other restrictions of Rule 144 or Regulation S. Certain of the outstanding
shares of Common Stock are, and following the Offering will be, subject to
restrictions on transfer or sale through January 27, 1997, which restrictions
may be waived by Morgan Stanley & Co. Incorporated. See "Description of Capital
Stock," "Shares Eligible for Future Sale" and "Underwriters."
SIGNIFICANT UNALLOCATED NET PROCEEDS. A significant portion of the net
proceeds of the Initial Public Offering, and the net proceeds to the Company
from the Offering if the Underwriters' over-allotment option is exercised, have
not been designated for specific uses. Accordingly, the Company's Board of
Directors will have broad discretion with respect to the use of such net
proceeds. See "Use of Proceeds."
ANTI-TAKEOVER PROVISIONS. The Board of Directors has authority to issue up
to 10,000,000 shares of preferred stock and to determine the price, rights,
preferences, privileges and restrictions, including voting rights, of those
shares without any vote or action by the stockholders. The rights of the holders
of the Common Stock will be subject to, and may be adversely affected by, the
rights of the holders of any preferred stock that may be issued in the future.
The issuance of the preferred stock, while providing desirable flexibility in
connection with possible acquisitions and other corporate purposes, could have
the effect of making it more difficult for a third party to acquire a majority
of the outstanding voting stock of the Company. The Company has no present plan
to issue any preferred stock. Furthermore, certain provisions of the Company's
Restated Certificate of Incorporation and By-laws and of Delaware law could
delay or make difficult a merger, tender offer or proxy contest involving the
Company. See "Description of Capital Stock."
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<PAGE>
THE COMPANY
TeleTech was incorporated under the laws of Delaware in December 1994 in
connection with a restructuring of the ownership of TeleTech Telecommunications,
Inc., which was incorporated under the laws of California in October 1982, and
TeleTech Teleservices, Inc., which was incorporated under the laws of Colorado
in November 1992. As a result of such restructuring, TeleTech Teleservices and
TeleTech Telecommunications became wholly-owned subsidiaries of TeleTech.
TeleTech's principal executive offices are located at 1700 Lincoln Street, Suite
1400, Denver, Colorado 80203 and its telephone number is (303) 894-4000.
USE OF PROCEEDS
All of the 3,600,000 shares of Common Stock being offered hereby are being
sold by the Selling Stockholders and the Company will not receive any of the
proceeds from the sale of such shares.
If the Underwriters' over-allotment option is exercised, the Company will
sell up to 540,000 shares of Common Stock. The net proceeds, if any, TeleTech
will receive from the sale of such shares, are estimated to be up to $16.7
million, assuming a public offering price of $32.75 per share and after
deducting underwriting discounts and commissions and estimated Offering expenses
payable by the Company. TeleTech expects to use such net proceeds, if any, for
general corporate purposes, including to fund the Company's working capital
requirements, to purchase computer hardware and software, to fund leasehold
improvements and to acquire businesses, products or technologies that extend or
complement TeleTech's existing business. The Company is engaged in ongoing
evaluations of, and discussions with, third parties regarding possible
acquisitions; however the Company currently has no agreements, commitments or
understandings with respect to any material acquisitions. Pending any of such
uses, TeleTech plans to invest the net proceeds in investment grade, interest
bearing securities.
The Selling Stockholders and, if the Underwriters' over-allotment option is
exercised, the Company will pay all of the expenses of the Offering in
proportion to the number of shares of Common Stock sold by each of them.
However, the Company has agreed to pay the portion of such expenses otherwise
payable by the Selling Stockholders who are employees of the Company and who
will sell shares received upon exercise of options under the Option Plan.
DIVIDEND POLICY
In 1995 TeleTech paid a dividend of approximately $452,000 to its principal
stockholder. TeleTech does not expect to pay dividends on its Common Stock in
1996 or in the foreseeable future. The Board of Directors anticipates that all
cash flow generated from operations in the foreseeable future will be retained
and used to develop and expand TeleTech's business. Any future payment of
dividends will depend upon TeleTech's results of operations, financial
condition, cash requirements and other factors deemed relevant by the Board of
Directors.
PRICE RANGE OF COMMON STOCK
The Common Stock has traded on the Nasdaq National Market since July 31,
1996 under the symbol "TTEC." The following table sets forth the range of the
high and low closing sale prices of the Common Stock, for the fiscal quarters
during 1996 indicated, as reported on the Nasdaq National Market:
<TABLE>
<CAPTION>
HIGH LOW
--------- ---------
<S> <C> <C>
Third Quarter (from August 1, 1996)..................................... 38 16 7/8
Fourth Quarter (through October 9, 1996)................................ 36 1/2 32 3/4
</TABLE>
On October 9, 1996, the closing sale price of the Common Stock as reported
on the Nasdaq National Market was $32 3/4 per share. As of October 7, 1996, the
Company had approximately 115 stockholders of record.
12
<PAGE>
CAPITALIZATION
The following table sets forth as of June 30, 1996 the Company's (i) actual
short-term debt and capitalization and (ii) short-term debt and capitalization
on a pro forma basis after giving effect to the Preferred Stock Conversion and
the application of the $52.6 million of net proceeds received by the Company
from the Initial Public Offering.
<TABLE>
<CAPTION>
JUNE 30, 1996
------------------------
ACTUAL PRO FORMA
--------- -------------
(UNAUDITED, IN
THOUSANDS)
<S> <C> <C>
Short-term borrowings and current portion of long-term debt (1)......................... $ 12,457 $ 3,457
--------- -------------
--------- -------------
Long-term debt, net of current portion (2).............................................. $ 7,354 $ 7,354
--------- -------------
Mandatorily redeemable convertible preferred stock, par value $6.45 per share (3)....... 13,290 --
Stockholders' equity:
Common stock, par value $.01 per share (4)............................................ 417 550
Additional paid-in capital............................................................ 7,067 72,789
Cumulative translation adjustment..................................................... 147 147
Unearned compensation--restricted stock............................................... (316) (316)
Treasury stock (5).................................................................... -- (988)
Retained earnings..................................................................... 4,433 4,433
--------- -------------
Total stockholders' equity.......................................................... 11,748 76,615
--------- -------------
Total capitalization.............................................................. $ 19,102 $ 83,969
--------- -------------
--------- -------------
</TABLE>
- ---------
(1) Reflects repayment of the June 30, 1996 balances outstanding under the line
of credit.
(2) See notes 4, 5 and 7 to the Financial Statements contained elsewhere herein
for information regarding the Company's long-term debt.
(3) The 1,860,000 shares of mandatorily redeemable convertible preferred stock,
including accrued dividends thereon of $1.3 million, were converted into
9,300,000 shares of Common Stock in connection with the Initial Public
Offering. See note 11 to the Financial Statements contained elsewhere
herein.
(4) Does not include 7,750,000 shares reserved for issuance upon exercise of
outstanding options under the Option Plan and the Directors Option Plan. At
October 1, 1996, options to acquire 4,730,930 shares were outstanding under
the Option Plan and options to acquire 262,500 shares were outstanding under
the Directors Option Plan, which options have a weighted average exercise
price of $5.38 per share and $7.11 per share, respectively, excluding
options to acquire 144,900 shares that will be exercised, and which
underlying shares will be sold in the Offering, by certain Selling
Stockholders. See "Principal and Selling Stockholders." See
"Management--Compensation of Directors," "Management--Executive
Compensation," "Management--TeleTech Stock Option Plan."
(5) Reflects the Company's acquisition of 98,810 shares of Common Stock from one
of its stockholders immediately prior to the closing of the Initial Public
Offering, which shares are being held as treasury stock. See "Certain
Relationships and Related Party Transactions."
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<PAGE>
SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Financial Statements and the related notes appearing
elsewhere in this Prospectus. The following table presents selected (a)
consolidated and combined financial data for TeleTech for (i) the year ended
January 31, 1992, which have been derived from reviewed financial statements;
(ii) the year ended January 31, 1993, which have been derived from audited
financial statements; (iii) the eleven months ended December 31, 1993, which
have been derived from financial statements (including those set forth elsewhere
in this Prospectus) that have been audited by Gumbiner, Savett, Finkel,
Fingleson & Rose, Inc., independent public accountants (formerly Gumbiner,
Savett, Friedman and Rose, Inc.); (iv) each of the two years in the period ended
December 31, 1995, which are derived from financial statements (including those
set forth elsewhere in this Prospectus) that have been audited by Arthur
Andersen LLP, independent public accountants; and (v) the six months ended June
30, 1995 and 1996; and (b) unaudited pro forma consolidated financial data for
the year ended December 31, 1995. The selected financial data for the six months
ended June 30, 1995 and 1996 are derived from unaudited financial statements
that, in the opinion of management, include all adjustments, consisting
principally of normal recurring accruals, necessary for a fair presentation of
such data. The results for the six months ended June 30, 1996 are not
necessarily indicative of the results expected for the full fiscal year.
<TABLE>
<CAPTION>
ELEVEN PRO
MONTHS FORMA (1)
ENDED YEAR ENDED SIX MONTHS
YEAR ENDED DECEMBER YEAR ENDED DECEMBER ENDED
JANUARY 31, 31, DECEMBER 31, 31, JUNE 30,
------------------- -------------------- ----------------
1992 1993 1993 1994 1995 1995 1995 1996
--------- ------- ---------- ---------- ------- ---------- ------- -------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues................................ $ 5,751 $13,814 $19,520 $ 35,462 $50,467 $60,706 $22,291 $56,619
Costs of services..................... 2,703 7,324 10,727 17,406 27,246 31,239 11,876 31,721
SG&A expenses......................... 3,380 6,240 7,956 15,860 18,625 24,908 8,594 18,619
--------- ------- ---------- ---------- ------- ---------- ------- -------
Income (loss) from operations........... (332) 250 837 2,196 4,596 4,559 1,821 6,279
Other income (expenses)................. 707 (125) (299) (481) 2,489(2) 2,784(2) 2,373 (2) (544)
Provision for (benefit of) income
taxes.................................. 161 73 (10) 20 2,929 3,353 1,774 2,417
--------- ------- ---------- ---------- ------- ---------- ------- -------
Net income.............................. $ 214 $ 52 $ 548 $ 1,695 $ 4,156(2) $ 3,990(2) $2,420 (2) $ 3,318
--------- ------- ---------- ---------- ------- ---------- ------- -------
--------- ------- ---------- ---------- ------- ---------- ------- -------
Pro forma net income.................... $ 214 $ 52 $ 299(3) $ 1,037(3) $ 4,156(2) $ 3,990(2) $2,420 (2) $ 3,318
--------- ------- ---------- ---------- ------- ---------- ------- -------
--------- ------- ---------- ---------- ------- ---------- ------- -------
Pro forma net income per share of Common
Stock and equivalents (4).............. $ -- $ -- $ .01(3) $ .02(3) $ .08(2) $ .07(2) $ .04 (2) $ .06
Weighted average shares outstanding
(4).................................... 43,753 43,753 43,753 43,753 54,304 54,304 54,281 54,328
OPERATING DATA:
Number of Call Centers................ 1 1 2 2 3 3 9
Number of workstations................ 300 300 560 560 960 960 3,107
</TABLE>
(FOOTNOTES ON NEXT PAGE)
14
<PAGE>
<TABLE>
<CAPTION>
JUNE 30, 1996
JANUARY 31, DECEMBER 31, ------------------
-------------------- ------------------------- PRO
1993 1993 1994 1995 ACTUAL FORMA (5)
------ ------- ------- ------- ------- ---------
PRO FORMA
DECEMBER 31,
1992 1995 (1)
----------- ------------
(UNAUDITED) (UNAUDITED)
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficit).................... $ 221 $ (250) $ (228) $ (780) $11,305 $ 8,340 $ 6,733 $ 58,310
Total assets................................. 2,238 4,617 12,034 10,102 30,583 39,882 63,751 106,328
Long-term debt, net of current portion....... 828 1,416 3,528 2,463 3,590 5,468 7,354 7,354
Total stockholders' equity................... 338 394 942 2,197 3,791 8,220 11,748 76,615
</TABLE>
- ------------
(1) Reflects the consolidated operating results and financial position of Access
24 and its subsidiaries, which were acquired by the Company effective
January 1, 1996, as if such acquisition had been completed on January 1,
1995. Costs and expenses of Access 24 have been reflected, for purposes of
this presentation, as costs of services.
(2) Includes the $2.4 million pre-tax net proceeds of a one-time payment made by
a former client to TeleTech in connection with such client's early
termination of a contract.
(3) During 1993 and 1994, the Company was an S corporation and, accordingly, was
not subject to federal income taxes. Pro forma net income includes a
provision for income taxes at an effective rate of 44.4% for the 11 months
ended December 31, 1993 and 39.5% for the year ended December 31, 1994.
(4) Calculated in the manner described in note 1 to the Financial Statements.
(5) Reflects the application of the $52.6 million of net proceeds received by
the Company from the Initial Public Offering and the Preferred Stock
Conversion effected in connection therewith.
15
<PAGE>
PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION
The following unaudited pro forma consolidated condensed income statement
gives effect to the acquisition of Access 24 as if it had occurred on January 1,
1995 and does not purport to represent what the Company's results of operations
actually would have been if such transactions had in fact occurred on such date.
See "Business--International Operations." The pro forma adjustments are based on
currently available information and upon certain assumptions that management
believes are reasonable under current circumstances. The unaudited pro forma
consolidated financial information and accompanying notes should be read in
conjunction with the Financial Statements and the related notes thereto, and
other financial information pertaining to the Company and Access 24 including
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business--International Operations," included elsewhere in this
Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
---------------------------------------------------
TELETECH ACCESS 24 ADJUSTMENTS PRO FORMA
-------- ----------- ------------ -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA: (IN THOUSANDS, EXCEPT PER SHARE DATA)
Revenues...................................................................... $ 50,467 $10,239 $ -- $60,706
Operating expenses............................................................ 45,871 10,036(1) 240 (2)(3 56,147
-------- ----------- ----- -----------
Income (loss) from operations................................................. 4,596 203 (240) 4,559
Other income.................................................................. 2,489 295 -- 2,784
Provision for income taxes.................................................... 2,929 424 -- 3,353
-------- ----------- ----- -----------
Net income (loss)............................................................. $ 4,156 $ 74 $(240) $ 3,990
-------- ----------- ----- -----------
-------- ----------- ----- -----------
Pro forma net income per share................................................ $ .08 $ .07
Shares used in computing pro forma net income per share (4)................... 54,304 54,304
</TABLE>
- ---------
(1) Includes approximately $300,000 associated with the opening of a Call Center
in the United Kingdom and a $141,000 write-off of an unrecoverable loan
associated with the disposition of an unrelated business.
(2) Includes $422,000 of amortization of goodwill arising from the Company's
acquisition of Access 24. The Company acquired 100% of the capital stock of
Access 24 on January 1, 1996 for total consideration of $7.1 million,
consisting of $2.3 million in cash and 970,240 shares of Common Stock. In
addition, the Company incurred approximately $255,000 of legal and other
costs related to the acquisition. The Company allocated the purchase price
based upon the fair market value of the assets acquired and the liabilities
assumed. The following is a summary of the purchase price allocation:
<TABLE>
<CAPTION>
Assets acquired:
<S> <C>
Cash and cash investments................................................. $ 603,000
Accounts receivable....................................................... 1,467,000
Property, plant and equipment............................................. 3,119,000
Goodwill.................................................................. 6,380,000
Other assets.............................................................. 636,000
----------
$12,205,000
----------
Liabilities assumed:
Accounts payable and accrued liabilities.................................. (1,750,000)
Debt and capital lease obligations........................................ (2,472,000)
Other liabilities......................................................... (612,000)
----------
(4,834,000)
----------
$7,371,000
----------
----------
</TABLE>
The Company is amortizing goodwill arising from the acquisition using the
straight line method over an estimated life of 15 years.
(3) Includes a $182,000 credit to eliminate Access 24's historical amortization
of goodwill.
(4) Includes outstanding shares of common stock and common stock equivalents.
16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THIS PROSPECTUS, INCLUDING THE DISCLOSURES BELOW, CONTAINS CERTAIN
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES.
WHEN USED HEREIN, THE TERMS "ANTICIPATES," "EXPECTS," "ESTIMATES," "BELIEVES"
AND SIMILAR EXPRESSIONS AS THEY RELATE TO THE COMPANY OR ITS MANAGEMENT ARE
INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED
OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH MATERIAL DIFFERENCES INCLUDE THE FACTORS DISCLOSED IN THE
"RISK FACTORS" SECTION OF THIS PROSPECTUS, WHICH PROSPECTIVE PURCHASERS OF THE
COMMON STOCK OFFERED HEREBY SHOULD CONSIDER CAREFULLY.
OVERVIEW
TeleTech generates its revenues by providing customer care solutions, both
from TeleTech-leased Call Centers (fully outsourced) and client-owned Call
Centers (facilities management). The Company normally bills for its services
based on the amount of time Representatives devote to a client's program and
revenues are typically recognized as services are provided. The Company seeks to
enter into multi-year contracts that cannot be terminated early except upon the
payment of a contractually agreed amount. In 1995, revenues from multi-year
contracts represented 64% of total revenues. Approximately 60% of such
multi-year contract revenues were attributable to contracts that contain a
provision requiring the client to pay the Company a contractually agreed amount
in the event of early termination of the contract.
In the second half of 1995, the Company signed large, multi-year contracts
with United Parcel Service and CompuServe and obtained additional business from
AT&T for programs commencing principally in the first quarter of 1996.
Accordingly, management expects revenues from multi-year contracts to increase
as a percentage of total revenues in 1996. In the third quarter of 1996, the
Company signed a two-year contract with the Postal Service for a program
commencing in December 1996; however, the Company expects that the program will
not be fully implemented until the second quarter of 1997. See "Risk Factors --
Reliance on a Few Major Clients."
TeleTech's profitability is significantly influenced by its Call Center
capacity utilization. The Company seeks to optimize new and existing Call Center
capacity utilization during both peak (weekday) and off-peak (night and weekend)
periods to achieve maximum fixed cost absorption. The Company carefully plans
the development and opening of new Call Centers to minimize the financial impact
resulting from excess capacity. To enable the Company to respond rapidly to
changing market demands, implement new programs and expand existing programs,
TeleTech may require additional Call Center capacity. TeleTech currently plans
to expand two existing Call Centers by the end of 1996. In addition, TeleTech
has signed leases for two facilities in which it expects to open additional Call
Centers in 1997. If, prior to the opening or expansion of a Call Center, the
Company has not contracted with clients for the provision of services that will
fully utilize peak period capacity, TeleTech may experience, at least in the
short-term, excess Call Center capacity. The Company's results of operations
have not been materially adversely affected by peak period capacity
underutilization, other than for a brief period during 1995 following the
Company's opening of its Burbank Call Center. See "--1995 Compared to 1994" and
"Risk Factors--Difficulties of Managing Rapid Growth."
The Company records costs specifically associated with client programs as
costs of services. These costs, which include direct labor wages and benefits,
telecommunication charges, sales commissions and certain facility costs, are
primarily variable in nature. All other expenses of operations, including
expenses attributable to technology support, sales and marketing, human resource
management and other administrative functions and Call Center operational
expenses that are not allocable to specific programs are recorded as selling,
general and administrative ("SG&A") expenses. SG&A expenses tend to be either
semi-variable or fixed in nature. Historically, the majority of the Company's
operating expenses have consisted of labor costs. Accordingly, Representative
wage rates, which comprise the majority of the Company's labor costs, have been
and are expected to continue to be a key component of the Company's expenses.
The cost characteristics of TeleTech's fully outsourced programs differ
significantly from the cost characteristics of its facilities management
programs. Under facilities management programs, Call Centers are owned by the
client but are staffed and managed by TeleTech. Accordingly, facilities
management programs have higher costs of services as a percentage of revenues
and lower SG&A expenses as a percentage of revenues than fully outsourced
programs. As a result, the Company expects that its overall gross margin will
fluctuate as
17
<PAGE>
revenues attributable to fully outsourced programs vary in proportion to
revenues attributable to facilities management programs. Based on the foregoing,
management believes that, for purposes of measuring profitability on a
period-to-period basis, operating margin, which is income from operations
expressed as a percentage of revenues, may be less subject to fluctuation as the
proportion of the Company's business portfolio attributable to fully outsourced
programs versus facilities management programs changes. Significant operations
under the Company's first facilities management agreement, with United Parcel
Service, began in the second quarter of 1996, and the Company recently entered
into facilities management agreements with the Postal Service and HDI. See
"--Six Months Ended June 30, 1996 Compared to Six Months ended June 30, 1995."
TeleTech's revenues and income from operations have grown significantly over
the past three years. During this period, the Company's revenues have grown from
$19.5 million for the 11 months ended December 31, 1993 to $50.5 million for the
year ended December 31, 1995 and operating margin has increased from 4.3% in
1993 to 9.1% in 1995. The significant growth in revenues and operating margin is
the result of increased revenues from new and existing contracts and utilization
of additional capacity resulting from the February 1995 opening of the Burbank
Call Center. In the first six months of 1996, the Company's operating margin
rose to 11.1%. Management attributes this growth to the successful
implementation of the Company's strategy of developing long-term strategic
relationships with large corporate clients in targeted industries and the
Company's resulting ability to spread its fixed costs over a larger revenue
base.
The Company acquired Access 24 and its subsidiaries effective January 1,
1996 for consideration of $2.3 million in cash and 970,240 shares of Common
Stock. Access 24's consolidated results of operations are included in the
Company's operating results beginning with the first quarter of 1996. The
operations of Access 24, which consist of inbound, client-branded customer care
services, have been substantially integrated into TeleTech's operations through
the standardization of Access 24's technology, workstation configuration,
business processes and operational and financial reporting with TeleTech's
systems. Access 24 typically bills its clients monthly, based on the number of
customers enrolled in a client's program, pursuant to multi-year agreements.
Access 24 is headquartered in Sydney, Australia with Call Centers in Australia
and New Zealand. On April 30, 1996, the Company sold a 50% interest in Access 24
Limited, the Company's United Kingdom subsidiary that leases and operates a Call
Center in London, for $3.8 million to PPP Healthcare Group plc, a large private
health insurer in the United Kingdom. TeleTech accounts for its investment in
Access 24 Limited as an unconsolidated subsidiary. See "Business--International
Operations," "Risk Factors--Difficulties of Completing and Integrating
Acquisitions and Joint Ventures" and the Consolidated Financial Statements of
Access 24 contained elsewhere in this Prospectus.
During 1993 and 1994, the Company was an S corporation and, accordingly, was
not subject to income taxes. Pro forma net income includes a provision for
federal income taxes at an effective rate of 44.4% for the 11 months ended
December 31, 1993 and 39.5% for the year ended December 31, 1994.
RESULTS OF OPERATIONS
The following table sets forth certain income statement data as a percentage
of revenues:
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
YEAR ENDED DECEMBER 31, 30,
----------------------------------- ----------------------
1993(1) 1994 1995 1995 1996
----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Revenues................................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Costs of services........................................ 54.9 49.1 54.0 53.2 56.0
SG&A expenses............................................ 40.8 44.7 36.9 38.6 32.9
Income from operations..................................... 4.3 6.2 9.1 8.2 11.1
Other income (expenses).................................... (1.5) (1.4) 4.9(2) 10.6(2) (1.0)
Provision for income taxes (3)............................. -- -- 5.8 8.0 4.3
Net income (3)............................................. 2.8 4.8 8.2(2) 10.8(2) 5.8
Pro forma net income (3)................................... 1.5 2.9 8.2(2) 10.8(2) 5.8
</TABLE>
- ------------
(1) Includes only eleven months due to a change in the Company's fiscal year
end.
(2) Includes the $2.4 million pre-tax net proceeds of a one-time payment made by
a former client to TeleTech in the first quarter of 1995 in connection with
such client's early termination of a contract (the "One-Time Payment").
(3) During 1993 and 1994, the Company was an S corporation and, accordingly, was
not subject to federal income taxes. Pro forma net income includes a
provision for income taxes at an effective rate of 44.4% for the 11 months
ended December 31, 1993 and 39.5% for the year ended December 31, 1994.
18
<PAGE>
SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995
REVENUES. Revenues increased $34.3 million, or 153.8%, to $56.6 million for
the six months ended June 30, 1996 from $22.3 million for the six months ended
June 30, 1995. The increase resulted from $5.8 million in revenues of Access 24,
which was acquired in the first quarter of 1996, $22.1 million in revenues from
new clients (including $7.1 million attributable to the facilities management
agreement with United Parcel Service), and $14.0 million in increased revenues
from existing clients. These increases were offset in part by contract
expirations and other client reductions, including the loss of $3.5 million in
revenues due to the expiration of the Continental Airlines contract in the first
quarter of 1996. Revenues in the six months ended June 30, 1996 also reflect the
additional capacity provided by the opening of the Thornton Call Center in April
1996. The Company's three largest clients in the first six months, AT&T,
CompuServe and United Parcel Service, accounted for approximately 31%, 19% and
12%, respectively, of the Company's revenues.
COSTS OF SERVICES. Costs of services increased $19.8 million, or 166.4%, to
$31.7 million for the six months ended June 30, 1996 from $11.9 million for the
six months ended June 30, 1995. Costs of services as a percentage of revenues
increased from 53.2% for the six months ended June 30, 1995 to 56.0% for the six
months ended June 30, 1996. This increase in the costs of services as a
percentage of revenues is a result of the $7.1 million of revenues received in
the second quarter of 1996 from the Company's facilities management program,
under which the Company commenced significant operations in April 1996. This
program has lower billing rates and, accordingly, higher costs of services as a
percentage of revenues than fully outsourced programs. There were no facilities
management program revenues in the six months ended June 30, 1995.
SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses increased $10.0 million,
or 116.3%, to $18.6 million for the six months ended June 30, 1996 from $8.6
million for the six months ended June 30, 1995. This increase is almost entirely
the result of increased revenues during the period. SG&A expenses as a
percentage of revenues decreased from 38.6% for the six months ended June 30,
1995 to 32.9% for the six months ended June 30, 1996, primarily due to the
impact of the Company's facilities management program, which provided $7.1
million in revenues but resulted in insignificant additional SG&A expenses, and
also as a result of the spreading of fixed costs over a larger revenue base.
INCOME FROM OPERATIONS. As a result of the foregoing factors, operating
income increased $4.5 million, or 245.0%, to $6.3 million for the six months
ended June 30, 1996 from $1.8 million for the six months ended June 30, 1995.
Operating income as a percentage of revenues increased from 8.2% for the six
months ended June 30, 1995 to 11.1% for the six months ended June 30, 1996.
OTHER INCOME (EXPENSE). Other expense increased $2.9 million to $544,000
for the six months ended June 30, 1996 compared to other income of $2.4 million
for the six months ended June 30, 1995, which increase in other expense is
primarily due to the impact of the One-Time Payment during the first quarter of
1995.
NET INCOME. As a result of the foregoing factors, net income increased
$898,000, or 37.4%, to $3.3 million for the six months ended June 30, 1996 from
$2.4 million for the six months ended June 30, 1995. Excluding the One-Time
Payment, net income for the six months ended June 30, 1995 would have been
$908,000. Accordingly net income would have increased $2.4 million, or 264.3%,
in the first six months of 1996 compared to the first six months of 1995.
RECENT DEVELOPMENTS
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1995
Revenues increased $71.7 million, or 205%, to $106.7 million for the nine
months ended September 30, 1996 from $35.0 million for the nine months ended
September 30, 1995. The increase resulted from $9.1 million in revenues of
Access 24, which was acquired in the first quarter of 1996, $26.2 million in
revenues from new clients and $48.3 million in increased revenues from existing
clients. These increases were offset in part by contract expirations and other
client reductions, including a $6.1 million decrease in revenues due to the
expiration of the Continental Airlines contract in the first quarter of 1996.
Revenues for the nine months
19
<PAGE>
ended September 30, 1996 reflect the additional capacity provided by the opening
of the Thornton Call Center in April 1996 and, to a lesser extent, additional
capacity provided by the opening of the Van Nuys Call Center in July 1996.
The Company's three largest clients for the nine months ended September 30,
1996 were AT&T, United Parcel Service and CompuServe, which accounted for 30%,
22% and 17%, respectively, of the Company's revenues. In September 1996, the
Company and CompuServe agreed to limit the monthly fees the Company charges
CompuServe under the largest program the Company provides to CompuServe, which
will effectively reduce the number of workstations the Company dedicates to such
program. The Company has redeployed most, and in the near future expects to have
redeployed all, of the workstations previously dedicated to such CompuServe
program to new programs, including another program that the Company provides for
CompuServe. Consequently, the Company does not expect this reduction to
materially decrease the Company's capacity utilization. Although the Company
expects that the revenues it will realize under this CompuServe program in the
fourth quarter of 1996 and in the first quarter of 1997 will be lower than the
revenues it realized under this program in the second and third quarters of
1996, the Company currently expects that increased revenues from existing and
new client programs will more than offset such loss of revenues.
Operating expenses increased $61.6 million, or 193%, to $93.5 million for
the nine months ended September 30, 1996 from $31.9 million for the nine months
ended September 30, 1995. Income from operations as a percentage of revenues
increased from 8.7% for the nine months ended September 30, 1995 to 12.4% for
the nine months ended September 30, 1996. This increase is primarily the result
of the spreading of fixed costs over a larger revenue base.
Other expenses totaled $445,000 for the nine months ended September 30, 1996
compared with other income of $2.4 million for the nine months ended September
30, 1996. This decrease is primarily due to the Company's receipt of the
One-Time Payment in the first quarter of 1995.
As a result of the foregoing factors, net income increased $4.1 million, or
124%, to $7.4 million ($0.13 per share, based on 55.4 million weighted average
shares outstanding) for the nine months ended September 30, 1996 from $3.3
million ($0.06 per share, based on 54.3 million weighted average shares
outstanding) for the nine months ended September 30, 1995. Excluding the
One-Time Payment, net income for the nine months ended September 30, 1995 would
have been $1.8 million ($0.03 per share). Accordingly, net income would have
increased $5.6 million, or 311%, for the nine months ended September 30, 1996
from the nine months ended September 30, 1995.
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1995
Revenues increased $37.4 million, or 295%, to $50.1 million for the three
months ended September 30, 1996 from $12.7 million for the three months ended
September 30, 1995. This increase resulted from $3.3 million in revenues of
Access 24, $17.4 million in revenues from new clients and $22.1 million in
increased revenues from existing clients. These increases were offset in part by
contract expirations and other client reductions, including a $2.6 million
decrease in revenues due to the expiration of the Continental Airlines contract.
Revenues for the three months ended September 30, 1996 reflect the additional
capacity provided by the opening of the Thornton Call Center and, to a lesser
extent, the Van Nuys Call Center.
Operating expenses increased $31.7 million, or 276%, to $43.2 million for
the three months ended September 30, 1996 from $11.5 million for the three
months ended September 30, 1995. Income from operations as a percentage of
revenues increased from 9.6% for the three months ended September 30, 1995 to
13.8% for the three months ended September 30, 1996. This increase is primarily
the result of the spreading of fixed costs over a larger revenue base.
Other income increased $61,000 to $99,000 for the three months ended
September 30, 1996 from $38,000 for the three months ended September 30, 1995.
This increase is primarily the result of interest income on the invested net
proceeds to the Company from the Initial Public Offering.
20
<PAGE>
As a result of the foregoing factors, net income increased $3.2 million, or
371%, to $4.1 million ($0.07 per share, based on 57.4 million weighted average
shares outstanding) for the three months ended September 30, 1996 from $862,000
($0.02 per share, based on 54.3 million weighted average shares outstanding) for
the three months ended September 30, 1995.
1995 COMPARED TO PRO FORMA 1995
Pro forma 1995 reflects the combined operating results of TeleTech and
Access 24, as if Access 24 had been acquired by TeleTech on January 1, 1995. For
the 12 months ended December 31, 1995, Access 24 had revenue of $10.2 million, a
loss from operations of approximately $37,000 and a net loss of $166,000. The
results for such period reflect amortization of $422,000 of goodwill arising
from the Company's acquisition of Access 24, approximately $300,000 of expenses
associated with the opening of a Call Center in the United Kingdom and a
$141,000 write-off of an unrecoverable loan associated with the disposition of
an unrelated business. On April 30, 1996, the Company sold a 50% interest in the
London Call Center to PPP, a large private health insurer in the United Kingdom.
See "Business--International Operations."
1995 COMPARED TO 1994
REVENUES. Revenues increased $15.0 million, or 42.3%, to $50.5 million in
1995 from $35.5 million in 1994, reflecting revenues from new clients of
approximately $17.8 million and an increase in revenues from existing clients of
approximately $6.4 million. These increases were partially offset by the
expiration without renewal of certain other client contracts. See "Other Income
(Expenses)" below.
COSTS OF SERVICES. Costs of services increased $9.8 million, or 56.5%, to
$27.2 million in 1995 from $17.4 million in 1994. The increase in costs of
services is primarily the result of the $15 million increase in revenues for the
period and the related increase in direct costs. Costs of services as a
percentage of revenues increased to 54.0% in 1995 from 49.1% in 1994. The
majority of this percentage increase resulted from the start-up of the Burbank
Call Center in February 1995, which was not fully utilized immediately after
opening. Consequently, operating costs represented a comparatively higher
percentage of revenues. In addition, during 1995 a higher proportion of total
expenses were classified as costs of services as the Company was able to
allocate to specific client programs costs that previously had been allocated
among multiple client programs as SG&A expenses. The Company's enhanced ability
to identify costs related to specific programs resulted from improvements in the
Company's systems as well as from the consolidation of accounting and financial
functions at the Company's headquarters in Denver.
SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses increased $2.8 million,
or 17.4%, to $18.6 million in 1995 from $15.9 million in 1994. As a percentage
of revenues, SG&A expenses decreased to 36.9% in 1995 from 44.7% in 1994. A
substantial part of this change resulted from a 4.0% reduction in wage expense
as a percentage of revenues.
INCOME FROM OPERATIONS. Income from operations increased $2.4 million, or
109.3%, to $4.6 million in 1995 from $2.2 million 1994. Operating income as a
percentage of revenues increased to 9.1% in 1995 from 6.2% in 1994.
OTHER INCOME (EXPENSES). Other income (expenses) increased $3.0 million to
$2.5 million in 1995 from ($481,000) in 1994. This increase resulted from the
One-Time Payment as well as increased interest income attributable to the $12.0
million proceeds received by the Company from the sale of Preferred Stock in
1995.
NET INCOME AND PRO FORMA NET INCOME. Net income increased $2.5 million, or
145.2%, to $4.2 million in 1995 from $1.7 million in 1994. As a result of the
foregoing factors, net income in 1995 increased $3.1 million, or 300.7%, to $4.2
million from pro forma net income of $1.0 million in 1994. Excluding the One-
Time Payment, net income for 1995 would have been $2.6 million. Accordingly, net
income for 1995 would have increased $1.6 million, or 155.0%, over pro forma
income of $1.0 million for 1994.
1994 COMPARED TO 1993
During 1993, the Company changed its fiscal year to December 31. As a
result, the 1993 fiscal year consists of the eleven months ended December 31,
1993.
21
<PAGE>
REVENUES. Revenues increased $15.9 million, or 81.7%, to $35.5 million in
1994 from $19.5 million in 1993. This increase consisted primarily of $14.2
million of revenues generated from new clients, with the remaining increase
generated from existing clients. The increase reflects a full year of operations
of the Denver Call Center, which generated $13.9 million of revenue in 1994
versus $2.9 million of revenue in 1993.
COSTS OF SERVICES. Costs of services increased $6.7 million, or 62.3%, to
$17.4 million in 1994 from $10.7 million in 1993. Costs of services decreased as
a percentage of revenues to 49.1% in 1994 from 54.9% in 1993. Much of this
percentage decrease resulted from an increased proportion of services being
performed in 1994 for higher-margin client programs compared to in 1993.
SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses increased $7.9 million,
or 99.3%, to $15.9 million in 1994 from $8.0 million in 1993. SG&A expenses
increased as a percentage of revenues to 44.7% in 1994 from 40.8% in 1993. Much
of this increase resulted from increased compensation expense associated with
growth in administrative functions necessary to support projected expansion.
INCOME FROM OPERATIONS. Income from operations increased $1.4 million, or
162.4%, to $2.2 million in 1994 from $837,000 in 1993. Operating income as a
percentage of revenues increased to 6.2% in 1994 from 4.3% in 1993.
PRO FORMA NET INCOME. As a result of the foregoing factors, and a decrease
in the effective tax rate to 39.5% for the year ended December 31, 1994 from
44.4% for the 11 months ended December 31, 1993, pro forma net income increased
$738,000, or 246.8%, to $1.0 million in 1994 from $299,000 in 1993.
QUARTERLY RESULTS
The information set forth below is derived from unaudited quarterly
operating results of the Company for each quarter of 1994 and 1995 and the first
two quarters of 1996. The data has been prepared by the Company on a basis
consistent with the Financial Statements included elsewhere in this Prospectus
and includes all adjustments, consisting principally of normal recurring
accruals, that the Company considers necessary for a fair presentation thereof.
These operating results are not necessarily indicative of the Company's future
performance.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------------------------------------------------------------
1994 1995
---------------------------------------------- ---------------------------------
MAR 31 JUN 30 SEP 30 DEC 31 MAR 31(1) JUN 30 SEP 30
----------- ----------- --------- --------- ----------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................................... $ 8,976 $ 8,406 $ 8,080 $ 10,000 $ 10,412 $ 11,879 $ 12,692
Costs of services........................ 4,715 4,314 3,719 4,658 5,469 6,407 6,899
SG&A expenses............................ 3,556 4,014 3,702 4,588 4,329 4,265 4,575
Income from operations..................... 705 78 659 754 614 1,207 1,218
Other income (expenses).................... (118) (154) (102) (107) 2,338(1) 35 38
Provision for (benefit of) income taxes.... 15 (3) 2 6 1,324 449 394
Net income................................. 572 (73) 555 641 1,628 793 862
Pro forma net income (2)................... 359 (49) 336 391 1,628 793 862
Pro forma net income per share............. .01 -- .01 .01 .03 .01 .02
Weighted average shares outstanding........ 43,753 43,753 43,753 43,753 54,233 54,328 54,328
<CAPTION>
1996
--------------------
DEC 31 MAR 31 JUN 30
--------- --------- ---------
<S> <C> <C> <C>
Revenues................................... $ 15,484 $ 22,019 $ 34,600
Costs of services........................ 8,471 11,194 20,527
SG&A expenses............................ 5,456 8,102 10,517
Income from operations..................... 1,557 2,723 3,556
Other income (expenses).................... 78 (464) (80)
Provision for (benefit of) income taxes.... 762 1,001 1,416
Net income................................. 873 1,258 2,060
Pro forma net income (2)................... 873 1,258 2,060
Pro forma net income per share............. .02 .02 .04
Weighted average shares outstanding........ 54,328 54,328 54,328
</TABLE>
- ------------
(1) Includes the One-Time Payment.
22
<PAGE>
The following table sets forth certain income statement data as a percentage
of revenues:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------------------------------------------------------------------
1994 1995
--------------------------------------------- ------------------------------------------
MAR 31 JUN 30 SEP 30 DEC 31 MAR 31 JUN 30 SEP 30 DEC 31
----------- --------- --------- ---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............................. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Costs of services.................. 52.5 51.3 46.0 46.6 52.5 53.9 54.4 54.7
SG&A expenses...................... 39.6 47.8 45.8 45.9 41.6 35.9 36.0 35.2
Income from operations............... 7.9 0.9 8.2 7.5 5.9 10.2 9.6 10.1
Other income (expenses).............. (1.3) (1.8) (1.3) (1.0) 22.4(1) 0.3 0.3 0.5
Provision for (benefit of) income
taxes............................... 0.2 -- -- -- 12.7 3.8 3.1 4.9
Net income........................... 6.4 (0.9) 6.9 6.5 15.6(1) 6.7 6.8 5.7
Pro forma net income................. 4.0 (0.6) 4.2(2) 3.9(2) 15.6 6.7 6.8 5.7
<CAPTION>
1996
--------------------
MAR 31 JUN 30
--------- ---------
<S> <C> <C>
Revenues............................. 100.0% 100.0%
Costs of services.................. 50.8 59.3
SG&A expenses...................... 36.8 30.4
Income from operations............... 12.4 10.3
Other income (expenses).............. (2.1) (0.2)
Provision for (benefit of) income
taxes............................... 4.6 4.1
Net income........................... 5.7 6.0
Pro forma net income................. 5.7 6.0
</TABLE>
- ------------
(1) Includes the One-Time Payment.
(2) During 1993 and 1994, the Company was an S corporation and, accordingly, was
not subject to federal income taxes. Pro forma net income includes a
provision for income taxes at an effective rate of 44.4% for the 11 months
ended December 31, 1993 and 39.5% for the year ended December 31, 1994.
The Company has experienced and in the future could experience quarterly
variations in revenues as a result of a variety of factors, many of which are
outside the Company's control, including: the timing of new contracts, the
timing of new product or service offerings or modifications in client
strategies; the expiration or termination of existing contracts; the timing of
increased expenses incurred to obtain and support new business; changes in the
Company's revenue mix among its various service offerings; and the seasonal
pattern of certain of the businesses serviced by the Company. In addition, the
Company's planned staffing levels, investments and other operating expenditures
are based on revenue forecasts. If revenues are below expectations in any given
quarter, the Company's financial results would likely be materially adversely
affected for that quarter.
For the quarterly periods in 1994, revenues fluctuated principally due to a
reduction in services provided for, and the ultimate termination of, a large
client program in the first half of 1994. The decrease in revenues from this
client program was partially offset in the third quarter of 1994 by revenues
from programs for new clients of $2.6 million and fully offset in the fourth
quarter of 1994 by revenues relating to increased services for new and existing
clients, aggregating $3.4 million. The revenue increases throughout 1995 reflect
$6.3 million from increased services provided for existing clients and $17.8
million from the addition of certain new clients.
In 1994, costs of services declined from 52.5% of revenues in the first
quarter to 46.6% in the fourth quarter due to the implementation of certain
higher margin programs. Costs of services as a percentage of revenues increased
from 46.6% in the fourth quarter of 1994 to 52.5% in the first quarter of 1995.
This $590,000 increase primarily resulted from the increase in the costs
allocated to the specific client programs for which the costs were incurred. See
the discussion under "1995 Compared to 1994." For the final three quarters of
1995, costs of services ranged between 53.9% and 54.7% of revenues, but declined
to 50.8% in the first quarter of 1996 due to increased productivity resulting
from higher Call Center capacity utilization. In the second quarter of 1996, the
Company commenced significant operations under its first facilities management
program, which resulted in an increase in costs of services to 59.3% of
revenues.
SG&A expenses increased from 39.6% of revenues in the first quarter of 1994
to 47.8% in the second quarter of 1994 due to a lower revenue base, costs
associated with the relocation of the Company's corporate offices to Denver,
Colorado and increased management staffing to support the Company's growth. SG&A
expenses decreased to 45.8% of revenues in the third quarter of 1994, due
principally to lower travel and advertising costs, and 45.9% of revenues in the
fourth quarter of 1994 as fixed and semi-variable costs were spread over a
larger revenue base. Despite a shift of certain costs from SG&A expenses to
costs of services in the first quarter of 1995, SG&A expenses as a percentage of
revenues were essentially unchanged due to increased overhead costs associated
with establishing the Company's Burbank Call Center without a corresponding
increase in revenues for the first quarter of 1995. Once the Burbank Call Center
became fully
23
<PAGE>
operational in the second quarter of 1995, SG&A expenses as a percentage of
revenues ranged from 35.2% to 36.8% from the second quarter of 1995 through the
first quarter of 1996. SG&A expenses decreased to 30.4% of revenues in the
second quarter of 1996 due to the full implementation of the Company's first
facilities management program, which has lower SG&A expenses than the Company's
fully outsourced programs.
Income from operations fluctuated within the quarterly periods primarily
based on the factors noted above. Operating income as a percentage of revenues
for the second quarter of 1996 decreased from the first quarter of 1996
primarily as a result of costs incurred by the Company in the second quarter of
1996 relating to the rapid expansion of a new program commenced for a major
client and, to accommodate such rapid expansion, the relocation to a different
Call Center of a smaller client program and related expenses. Additionally,
other income (expenses) increased to $2.3 million in the first quarter of 1995
due to the One-Time Payment. The provision for income taxes in the first quarter
of 1995 reflects the impacts of the One-Time Payment and the Company's change
from an S corporation to a C corporation.
LIQUIDITY AND CAPITAL RESOURCES
Historically, TeleTech has funded its operations and capital expenditures
primarily through cash flow from operations, borrowings under several lines of
credit and the sale of $12.0 million of Preferred Stock in January 1995. The
Company has a $15.0 million unsecured revolving operating line of credit, which
expires on May 31, 1998. Borrowings under this line bear interest at various
rates that are selected by TeleTech each time a draw is made. At September 30,
1996, there were no outstanding borrowings under this facility. Under this line
of credit, the Company has agreed to maintain certain financial ratios and has
agreed that, during any fiscal year in which the line remains in place, it will
not incur operating lease expenses or make investments in fixed assets or in
capital leases in excess of $15.0 million in the aggregate.
In addition, the Company has two master lease agreements. Under one
agreement, the Company may lease equipment up to an aggregate value of $15.0
million. As of September 30, 1996, amounts outstanding under this agreement were
approximately $9.4 million. Lease rates under this agreement are based upon a
125 basis points spread over 3-year U.S. Treasury notes. Under the second
agreement, the Company's borrowings are approved, and specific terms are set, on
a case-by-case basis. As of September 30, 1996, the total amount outstanding
under this agreement was approximately $2.0 million.
Cash used in operating activities was $2.9 million for the first six months
of 1996, which primarily is due to the substantial increase in accounts
receivable related to the significant increase in revenues. Cash provided by
operating activities was $3.3 million in 1995 and $3.2 million in 1994. From the
beginning of 1994 through the second quarter of 1996, the Company generated an
aggregate of $3.6 million in cash from operating activities, consisting of $15.9
million of total net income before depreciation, amortization and other non-cash
charges, offset in part by $12.3 million of changes in working capital. Changes
in working capital consist primarily of fluctuations in accounts receivable,
accounts payable and accruals arising from the growth of the Company's
operations.
The amount of cash used by the Company in investing activities was $450,000
for the first six months of 1996 and $12.1 million and $1.9 million for 1995 and
1994, respectively. In the first six months of 1996, the Company's capital
expenditures were $4.0 million, and the Company used $2.4 million for the Access
24 acquisition. The Company also received $3.9 million from the sale of a 50%
interest in Access 24 U.K. Limited, and short-term investments decreased by $2.1
million. In 1995, the Company's capital expenditures were $1.7 million and the
Company's short-term investments increased by $10.4 million. In 1994, capital
expenditures were $1.9 million. Historically, capital expenditures have been,
and future capital expenditures are anticipated to be, primarily for the
development of Call Center facilities and the acquisition of equipment to
support expansion of the Company's existing Call Centers and expansion of and
improvements to the Company's call and data management systems and management
information systems. Capital expenditures, including new capital leases, equaled
$5.8 million and $2.1 million in 1995 and 1994, respectively. The Company
currently expects total capital expenditures in 1996 to be approximately $20
million, of which $14.0 million had been expended as of August 31, 1996. The
Company expects that approximately $5.7 million of such capital expenditures
will be used to purchase computer hardware and software and to fund
24
<PAGE>
leasehold improvements required in connection with the expansion of two existing
Call Centers during 1996. Such expenditures may be financed with internally
generated funds, a portion of the net proceeds of the Offering or through
additional borrowings. See "Use of Proceeds."
Cash provided by financing activities for the first six months of 1996 was
$4.5 million, representing borrowings on the Company's line of credit, net of
capital lease payments. In addition, in August 1996 the Company received
approximately $52.6 million of net proceeds from the Initial Public Offering, of
which $6.0 million was used to repay outstanding borrowings under the line of
credit. In 1995, cash provided by financing activities of $8.8 million resulted
primarily from the sale of $12.0 million of Preferred Stock in January 1995,
which was partially offset by $2.8 million of loan repayments, tax distributions
and dividends paid by the Company to its principal stockholder. In 1994, the
Company used $1.2 million for financing activities, consisting primarily of
repayments on the Company's bank line of credit and other long-term debt.
The Company believes that the net proceeds from the Initial Public Offering
and the net proceeds from the Offering, if any, together with cash from
operations, existing cash and available borrowings under its line of credit and
master lease agreements, will be sufficient to finance the Company's current
operations, planned capital expenditures and anticipated growth at least through
1997. However, if the Company were to make any significant acquisitions for
cash, it may be necessary for the Company to obtain additional debt or equity
financing. The Company is engaged in ongoing evaluations of, and discussions
with, third parties regarding possible acquisitions; however the Company
currently has no definitive agreements with respect to any acquisitions. Any
sale of additional equity or equity-related securities could result in
additional dilution to the Company's stockholders.
25
<PAGE>
BUSINESS
TeleTech is a leading provider of customer care solutions for Fortune 1000
companies. TeleTech's customer care solutions encompass a wide range of
telephone- and computer-based customer acquisition, retention and satisfaction
programs designed to maximize the long-term value of the relationships between
TeleTech's clients and their customers. Such programs involve all stages of the
customer relationship and consist of a variety of customer service and product
support activities, such as providing new product information, enrolling
customers in client programs, providing 24-hour technical and help desk support,
resolving customer complaints and conducting satisfaction surveys. TeleTech
works closely with its clients to rapidly design and implement large scale,
tailored customer care programs that provide comprehensive solutions to their
specific business needs.
TeleTech delivers its customer care services primarily through
customer-initiated ("inbound") telephone calls and also over the Internet.
Services are provided by trained customer care representatives
("Representatives") in response to an inquiry that a customer makes by calling a
toll-free telephone number or by sending an Internet message. Representatives
respond to these inquiries from TeleTech call centers ("Call Centers") utilizing
state-of-the-art workstations, which operate on TeleTech's advanced technology
platform, enabling the Representatives to provide rapid, single-call resolution.
This technology platform incorporates digital switching, client/server
technology, object-oriented software modules, relational database management
systems, proprietary call tracking management software, computer telephony
integration and interactive voice response. TeleTech provides services from Call
Centers leased and equipped by TeleTech ("fully outsourced") and, beginning in
April 1996, also from Call Centers leased and equipped by clients ("facilities
management").
TeleTech typically establishes long-term, strategic relationships,
formalized by multi-year contracts, with selected clients in the
telecommunications, technology, transportation, health care and financial
services industries. TeleTech targets clients in these industries because of
their complex product and service offerings and large customer bases, which
require frequent, often sophisticated, customer interactions. For example, in
the second half of 1995 the Company entered into significant, multi-year
contracts with CompuServe and United Parcel Service. In the first nine months of
1996, the Company obtained significant, additional business from AT&T and
entered into a multi-year contract with the Postal Service.
The Company was founded in 1982 and has been providing inbound customer care
solutions since its inception. Between December 31, 1995 and March 31, 1996, the
Company opened, acquired or initiated management of six Call Centers. As of
October 1, 1996, TeleTech leased or managed ten Call Centers in the United
States, two in the United Kingdom and one in each of Australia and New Zealand
equipped with a total of 4,976 state-of-the-art workstations. TeleTech currently
plans to expand two existing U.S. Call Centers by the end of 1996. In addition,
TeleTech has signed leases for two facilities in the United States in which it
expects to open additional Call Centers in 1997. In the first six months of
1996, approximately 97% of the Company's call handling revenues were derived
from inbound customer inquiries.
INDUSTRY BACKGROUND
Companies today are finding it increasingly difficult to satisfy their
customers' needs for service and information. As products and services become
more complex and product and service choices multiply, customers require more
information to make intelligent purchase decisions and to use products and
services properly. In addition, as a result of the growth of consumer sales
through direct marketing channels (such as cable television shopping networks,
catalogs and the Internet), manufacturers are increasingly required to assume
the customer service burden traditionally handled by full service retailers. As
a result of these and other factors, the Company believes that consumers
consider the relative effectiveness, ease of use and responsiveness of customer
service and product support when evaluating comparable products or services, and
that superior customer care can provide a competitive advantage. Also, many
companies have realized that retaining customers generally is more profitable
than acquiring new customers and that high quality customer service is an
important factor in customer satisfaction and retention.
Many companies find it difficult to provide high-quality customer service
and product support without diverting significant resources away from their core
businesses. Historically, companies have provided
26
<PAGE>
customer service in-house because they believed that the "customer interface"
was too critical to be outsourced. Many now acknowledge that they do not have
the core competencies or are unwilling to invest the substantial resources
necessary to provide high-quality, inbound customer care services on a timely,
cost effective basis. As a result, a large and rapidly growing customer care
outsourcing industry has emerged. Management believes that large corporations
are increasingly outsourcing their telephone-based marketing and customer
service activities as part of an overall effort to focus internal resources on
their core competencies, improve operating efficiencies and reduce costs.
The teleservices industry is highly fragmented with the majority of
participants providing a limited range of services. Based on conversations with
current and prospective clients, TeleTech believes that companies considering
outsourcing their customer care activities increasingly are seeking a strategic
partner that can understand their business, can provide a comprehensive range of
services, and has the flexibility, management expertise, facilities and
technological and training resources to effectively and efficiently serve their
customers' long-term needs.
THE TELETECH SOLUTION
TeleTech develops and implements strategic customer care solutions designed
to improve the long-term value of its clients' customer relationships by
enhancing customer satisfaction and promoting long-term loyalty, which in turn
can increase each client's revenues and profitability. The Company devotes
significant resources to understanding a client's industry, products, services,
processes and culture and then designs programs to (i) improve the quality of
customer interactions, (ii) gather customer data and feedback, (iii) reduce the
operating costs associated with the delivery of customer service and product
support, (iv) minimize the client's required investment in and technology risks
associated with operating in-house call centers, (v) eliminate the client's need
to manage large numbers of call center employees and (vi) enable clients to
focus on their core competencies. These programs enable TeleTech to manage
inbound customer interactions in a manner that is seamless with the client's
operations and gives customers the impression that they are dealing directly
with the client. TeleTech effectively delivers these programs by rapidly
deploying the technology and human resources required to implement and manage
comprehensive customer care solutions.
TeleTech believes that its willingness to invest resources to identify the
customer needs of a potential client and its ability to quickly understand the
fundamental operations of a client's business differentiate TeleTech from its
competitors and enable it to offer unique and effective customer care solutions
and form strategic partnerships with its clients. By fully understanding a
client's industry, products, services, processes and culture, TeleTech can
design customized solutions that add value to a client's day-to-day interactions
with its customers. Additionally, TeleTech's responsive and flexible technology,
which can be easily expanded to meet demand, enables it to design customer care
programs that can be adapted quickly and cost effectively to meet changing
client and customer needs. TeleTech's open-systems, client/server technology can
be connected with its clients' information systems, enabling data gathered from
customer interactions to be reviewed and analyzed by TeleTech and its clients on
a real-time basis.
BUSINESS STRATEGY
Key elements of the Company's business strategy are to:
ENHANCE CLIENTS' RELATIONSHIPS WITH THEIR CUSTOMERS THROUGH INNOVATIVE
CUSTOMER CARE SOLUTIONS
The Company believes that enhancing the client's relationship with its
customers at each stage of the customer relationship is crucial to providing a
value-added solution to a client's customer service and product support needs.
TeleTech works closely with its clients to identify the particular needs of
their customers, design appropriate solutions and implement tailored customer
care programs. TeleTech designs solutions to be cost effective and to improve
the quality of customer interactions and foster long-term customer loyalty. As
part of its comprehensive solutions, TeleTech collects and provides to its
clients customer information that enables its clients to analyze and better
manage their customer bases while identifying new revenue generating
opportunities.
27
<PAGE>
DEVELOP LONG-TERM STRATEGIC RELATIONSHIPS WITH LARGE CLIENTS IN TARGETED
INDUSTRIES
TeleTech seeks to develop long-term strategic relationships with large
corporate clients in targeted industries. The Company focuses its marketing
efforts on industries containing companies with complex product and service
offerings and with large customer bases that require frequent, often
sophisticated, customer interactions. To establish long-term strategic
relationships with its clients, TeleTech typically enters into multi-year
contracts that generate recurring revenues for TeleTech and utilize its
technology, human resource and training investments. The Company has established
strategic business units ("SBUs"), with dedicated business development
personnel, that target clients in the telecommunications, technology,
transportation, health care and financial services industries.
APPLY FLEXIBLE, INNOVATIVE TECHNOLOGICAL SOLUTIONS
TeleTech's technological expertise and expandable open-systems,
client/server architecture enable it to rapidly design tailored customer care
programs, effectively interface with its clients' information systems and adapt
quickly to new technologies. The Company seeks to differentiate itself from
in-house and independent competitive service providers by creatively employing
hardware configurations and software applications to add flexibility and
responsiveness to its clients' customer service and product support processes.
TeleTech uses its experience in the development of customized software
applications by combining industry-leading operating software with its extensive
library of proprietary applications to rapidly and cost-effectively design
user-friendly custom software applications.
IMPLEMENT AND MAINTAIN SUPERIOR OPERATIONAL PROCESSES
To manage its growth and provide high levels of client service, the Company
is committed to implementing and maintaining superior operational processes
capable of efficiently executing customer care programs. Recognizing that it is
providing one of the client's most important and sensitive functions, the
Company adheres to a rigorous framework of quality processes based on ISO 9002,
an internationally recognized standard for quality assurance, to ensure
successful, consistent delivery of client programs. The Company designs and
builds its Call Centers based on a standardized model to provide efficient
operations while increasing employee productivity. By linking its Call Centers
together into a seamless wide area network (WAN), the Company can rapidly
transfer voice and data information to provide additional call capacity and
disaster recovery, as needed.
MAINTAIN EXCELLENCE IN HUMAN RESOURCE AND CALL CENTER MANAGEMENT
The Company believes that its ability to attract, hire, train and manage its
employees and efficiently manage its Call Centers is critical to developing and
maintaining long-term client relationships. TeleTech uses proprietary software
to automate much of its hiring, training, quality assurance and staffing
management functions. To reduce turnover and improve the quality of its
services, the Company devotes significant resources to attracting and hiring
skilled employees and provides extensive initial and on-going product and
service training. The Company's Representatives generally are full-time and
dedicated to a single client program. Representatives receive from one to five
weeks of on-site training in TeleTech's or the client's training facilities
before interacting with customers, plus a minimum of six to eight hours per
month of ongoing training. Representatives often receive supplemental training
as needed to provide a specific customer service successfully.
GROWTH STRATEGY
The Company's growth strategy is designed to capitalize on the increasing
demand for outsourced customer care solutions and to maintain and expand its
leadership position in its industry. The Company's primary growth strategies are
to:
EXPAND SERVICES PROVIDED TO EXISTING CLIENTS AND ESTABLISH NEW RELATIONSHIPS
IN TARGETED INDUSTRIES
The Company believes it has substantial opportunities to expand services
provided to existing clients and obtain new clients within its currently
targeted industries. Specifically, the Company is focusing on opportunities to
expand existing programs while cross-selling TeleTech's services to other
divisions or operations within its existing clients' organizations. For example,
TeleTech implemented its initial program
28
<PAGE>
for AT&T in 1991 and has since expanded its relationship to include four
separate programs for various AT&T products and services. Through its SBUs, the
Company also is focusing on developing new relationships with companies within
its targeted industries.
DEVELOP NEW PRODUCTS AND SERVICES
Continued rapid technological advances, coupled with the growth of direct
marketing channels, will create new opportunities for TeleTech. TeleTech expects
that the introduction of new interactive media will result in more sophisticated
types of customer interactions and additional opportunities to provide a wide
range of services to customers. TeleTech intends to capitalize on these trends
by developing new products and services, such as database marketing and
real-time technical and product support for Web sites on the Internet.
EXPAND INTO NEW INDUSTRIES AND GEOGRAPHIC MARKETS
TeleTech has identified additional industries that are experiencing many of
the same trends affecting its currently targeted industries and may establish
new SBUs to focus on evolving market opportunities. Based on the Company's
conversations with current and prospective clients, the Company believes that
trends toward increased customer care and recognition of the benefits of
outsourcing, which have been experienced in the U.S., are occurring in
international markets. TeleTech also believes that many multi-national
companies, including several of its existing clients, are seeking a single
provider of world-wide customer care solutions. To capitalize on these
international opportunities, the Company intends to further expand its
operations outside of the United States.
SELECTIVELY PURSUE COMPLEMENTARY ACQUISITIONS
The Company may selectively acquire complementary companies that extend its
presence into new geographic markets or industries, expand its client base, add
new product or service applications or provide substantial operating synergies.
The Company believes that there will be many potential domestic and
international acquisition opportunities as the teleservices industry
consolidates and as large corporations consider selling their existing call
center facilities and operations. For example, the Company may consider
acquiring a primarily outbound teleservices provider that could provide
substantial operating synergies and improve Call Center utilization during the
currently underutilized off-peak (night and weekend) periods resulting from the
Company's focus on inbound interactions.
SERVICES
TeleTech offers a wide range of services designed to provide superior
customer care. An integral component of these services is process reengineering,
by which the Company develops and applies improved processes to make a client's
customer service or product support processes more cost-effective, productive
and valuable. At the start of a potential new client relationship, TeleTech
assesses the client's existing capabilities, goals and strategies, customer
service or product support processes and related software, hardware and
telecommunications systems and training. After presenting a proposed solution
and being awarded a contract, TeleTech works closely with the client to further
develop, refine and implement more efficient and productive customer interaction
processes and technological solutions that link the customer, the client and
TeleTech. These processes generally include the development of event-driven
software programs for telephone interactions, where the script being followed by
a Representative changes depending upon information contained in the customer
file or on information gathered during the Representative's interaction with the
customer.
After the Company designs and develops a customer care program,
Representatives provide a wide range of on-going voice and data communications
services incorporating one or more customer acquisition, service and retention
and satisfaction and loyalty programs. In a typical inbound customer
interaction, a customer calls a toll-free number to request product, service or
technical information or assistance. TeleTech's advanced telecommunications
system automatically identifies each inbound call by its telephone number and
routes the call to an appropriate Representative who is trained for that
particular client program. Upon receipt of the call, the Representative's
computer screen automatically displays the client's specific product, service or
technical information to enable the Representative to assist the customer.
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<PAGE>
Each customer interaction, even in its simplest form, presents TeleTech and
its clients with an opportunity to gather valuable customer information,
including the customer's demographic profile and preferences. This information
can prompt the Representative to make logical, progressive inquiries about the
customer's interest in additional services, identify additional revenue
generating and cross-selling opportunities or resolve other customer issues
relating to a client's products or services. TeleTech frequently provides
several of the services listed below in an integrated program tailored to its
clients' needs.
CUSTOMER ACQUISITION PROGRAMS. Customer acquisition programs are designed
to secure new customers and can include a wide range of activities depending
upon the customer inquiry. A sampling of these services includes:
- providing pre-sales product or service education
- processing and fulfilling information requests for product or service
offerings
- verifying sales and activating services
- directing callers to product or service sources
- receiving orders for and processing purchases of products or services
- providing initial post-sales support, including operating instructions for
new product or service use
CUSTOMER SERVICE AND RETENTION PROGRAMS. Customer service and retention
programs are designed to maintain and extend the customer relationship and
maximize the long-term value of a client's relationships with its customers.
These programs are generally driven by the customer's purchase of a product or
service, or by the customer's need for on-going help-desk resources. The
majority of the Company's revenues are generated by the provision of customer
service and retention programs. A sampling of these services includes:
- providing technical help desk, product or service support
- activating product or service upgrades
- responding to billing and other account inquiries
- resolving complaints and product or service problems
- registering warranty information
- dispatching on-site service
CUSTOMER SATISFACTION AND LOYALTY PROGRAMS. Customer satisfaction and
loyalty programs enable clients to learn from their customers, to be more
responsive to the customer's needs and concerns and to reward customers for
their continued patronage. A sampling of these services includes:
- responding to client promotional, affinity-building programs
- developing and implementing client-branded loyalty programs
- conducting satisfaction assessments
- confirming receipt of promised products or services
- reserving and reconfirming space at product or service seminars
An example of a client-branded loyalty program is TeleTech's Emergency Home
Assist, which it implements for many of Australia's leading insurers and
financial institutions. Under Emergency Home Assist, if, for example, a storm
damages the roof of a customer insured by a TeleTech client, the customer calls
the toll-free number provided by the client. A Representative answers the
telephone on the client's behalf and contacts, books and dispatches tradesmen to
the customer's home to make repairs, while simultaneously opening an insurance
claims file. TeleTech's insurance company client, which directly pays
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the tradesmen's invoices, is positioned as a caring, total solution provider,
rather than just a reimbursement agent. In addition, the insurer is able to
control costs by its early intervention and contracting in advance with
qualified tradesmen to provide services at a reasonable price.
MARKETS AND CLIENTS
TeleTech focuses its marketing efforts on Fortune 1000 companies in the
telecommunications, technology, transportation, health care and financial
services industries, which accounted for approximately 27%, 24%, 24%, 12% and
6%, respectively, of the Company's revenues in 1995 on a pro forma basis
reflecting the Company's acquisition of Access 24 as if it had occurred on
January 1, 1995 and approximately 20%, 41%, 23%, 7% and 6%, respectively, of the
Company's revenues in the first six months of 1996. To provide effective
customer care solutions, TeleTech has developed a separate SBU to serve each of
these industries. Each SBU is comprised of dedicated business development
personnel and client service specialists, most of whom have prior industry
experience. The SBUs are responsible for developing and implementing customized,
industry-specific customer service and product support for clients in their
respective target industries. TeleTech's health care and financial services SBUs
were introduced only recently and are still in the development stage.
The Company's three largest clients in 1995 were AT&T, Continental Airlines
and Apple Computer, Inc., which accounted for approximately 31% (including 11%
for its subsidiary McCaw Communications
d/b/a Cellular One), 18% and 9%, respectively, of the Company's 1995 revenues.
The Company expects that its three largest clients in 1996, AT&T, CompuServe and
United Parcel Service, which accounted for approximately 31%, 19% and 12%,
respectively, of the Company's revenues in the first six months of 1996, will
account for an even greater percentage of the Company's revenues that its three
largest clients in 1995. See "Risk Factors--Reliance on a Few Major Clients."
TELECOMMUNICATIONS. The Telecommunications SBU primarily services
long-distance, local and wireless telephone service providers, including AT&T
and certain regional Bell operating companies. Services include verifying
long-distance service sales, responding to customer inquiries, providing
consumer and business telephone service account management and providing
on-going product and service support. TeleTech believes that the
Telecommunications Act of 1996, which has removed barriers to competition in and
between the local and long-distance telephone markets, and the development of
new wireless products, including those utilizing personal communication services
(PCS) technology, is expanding the breadth of products and services that require
customer service and support and will create additional demand for TeleTech's
services within the telecommunications market.
TECHNOLOGY. The growth of high technology products and service, including
Internet-related products and services, has increased demand for consumer and
technical product support services. Clients include AT&T, CompuServe, Apple
Computer, Inc. and Novell. The Company currently provides telephone and
real-time, on-line interactive support to customers of AT&T and to subscribers
of CompuServe's WOW! service. TeleTech intends to utilize its technological
capabilities to serve customers over the Internet and is exploring business
opportunities related to new interactive media.
TRANSPORTATION. TeleTech's Transportation SBU provides a variety of
services to clients in the package delivery and travel industries. In October
1995, TeleTech was awarded a contract to manage several Call Centers and provide
customer service and support on behalf of United Parcel Service, one of the
nation's largest parcel delivery companies. Under its five-year contract,
TeleTech provides services to United Parcel Service from three Call Centers
leased by United Parcel Service but staffed and managed by TeleTech. TeleTech
also provides reservation call handling services for Reno Air and Midway
Airlines. In September 1996, the Postal Service awarded TeleTech a contract to
staff and manage the Postal Service's Call Center in Denver, Colorado and to
provide customer service and support to Postal Service customers. The Postal
Service contract has an initial two-year term and is renewable by the Postal
Service for up to three additional one-year terms. See "--Case Study."
HEALTH CARE. TeleTech provides customer care solutions on behalf of health
care providers in the United Kingdom, Australia and New Zealand, including
Medical Benefits Funds of Australia Limited, Hospital Benefits Fund of Western
Australia, Inc., Southern Cross Medical Care Society and PPP. These
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<PAGE>
services include emergency and non-emergency medical information and referral
services, information and assistance to parents of newborns, information about
drug interventions, referrals to community support organizations such as home
care, child care and counseling options, and medical claims review services. The
Company provides these services to customers by means of telephone access to
registered nurses, counselors, pharmacists, medical librarians, dieticians and
other specially trained Representatives. TeleTech expects to begin to provide
comparable services in the U.S. market. In November 1996, TeleTech expects to
begin providing telephone-based health care counseling and information services
to customers or members of HDI's clients, which include corporations and health
maintenance organizations. Pursuant to a three-year facilities management
agreement with HDI, nurses and other health care professionals employed by
TeleTech will answer customers' questions regarding a variety of health care and
medical concerns, including common ailments, nutritional matters and health care
options and risks. See "--International Operations" and "Risk Factors -- Health
Care Regulation and Risk Management."
FINANCIAL SERVICES. From its Call Centers in Australia and New Zealand,
TeleTech provides customer care solutions to customers of insurance company and
automobile club clients, such as Mercantile Mutual Insurance (Australia) Ltd,
Zurich Australian Insurance Ltd and Royal Automobile Club of Victoria (RACV)
Insurance Pty Ltd ("RACV"). Solutions include providing emergency home repair
assistance, responding to customer inquiries regarding property damage and
insurance coverage, procuring emergency roadside automobile and medical
assistance and facilitating motor vehicle insurance claims. TeleTech believes
that many of these customer care solutions are readily transferable to the U.S.
market. TeleTech also is developing new and more responsive delivery
capabilities to satisfy the demands of financial institutions seeking to reduce
customer reliance on face-to-face interactions and increase customer utilization
of electronic and telephone banking and automated teller machines. See
"--International Operations."
CASE STUDY
In 1994, United Parcel Service operated regional Customer Service Telephone
Centers across the United States that provided customers with information
regarding package pick-ups and deliveries, package tracking and tracing and rate
information. To reengineer its telephone-based customer service and support
strategy, United Parcel Service consolidated these regional centers into seven
national centers and decided to outsource the facilities management and staffing
functions. United Parcel Service benchmark studies led to the conclusion that
this reengineering would result in significant quality improvements while
creating a more efficient and much less costly operation.
In October 1995, after a competitive bidding process, TeleTech was awarded a
five-year contract to staff and manage three United Parcel Service customer
service telephone centers and was granted the option to manage a fourth facility
if United Parcel Service requires additional capacity. By April 1996, TeleTech
began operating Call Centers in Tucson, Arizona and Greenville, South Carolina.
In June 1996, TeleTech opened a third Call Center in Tampa, Florida.
Telephone calls from United Parcel Service customers primarily consist of
customer service and package tracking inquires. TeleTech Representatives assist
customers by scheduling package pick ups, tracking packages, calculating
shipping rates, explaining package insurance options, describing types of
service and rates and answering other types of inquires.
TeleTech recruits, interviews, hires, and trains all personnel for the
United Parcel Service Call Centers. To manage the considerable human resources
and facilities management tasks associated with a customer care and support
program of this magnitude and complexity, TeleTech identified and hired a
separate project management team to launch and direct the program. TeleTech
utilizes automated systems to electronically screen and assess the
qualifications of job applicants and is working in concert with United Parcel
Service to develop innovative technology to further optimize the call handling
process.
TeleTech's contract with United Parcel Service has an initial term of five
years and may be extended by mutual written agreement for successive four-year
periods. So long as the agreement remains in effect, TeleTech has agreed not to
perform services for certain competitors of United Parcel Service that are
similar to the services TeleTech performs for United Parcel Service, if such
competitors may gain access to or benefit from proprietary information of United
Parcel Service as a result of TeleTech's performance of such services.
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SALES AND MARKETING
As most companies consider the customer care function to be critical, the
Company's business development personnel generally focus their marketing efforts
on potential clients' senior executives. TeleTech hires business development
personnel for each SBU who have substantial industry expertise and can identify
and generate sales leads.
TeleTech employs a consultative approach to assess the current and
prospective needs of a potential client. Following initial discussions with a
client, a carefully chosen TeleTech team, usually comprised of applications and
systems specialists, operations experts, human resources professionals and other
appropriate management personnel, thoroughly studies the client's operations.
The Company invests significant resources during the development of a client
relationship to understand the client's existing customer service processes,
culture, decision parameters and goals and strategies. TeleTech assesses the
client's customer care needs and, with input from the client, develops and
implements tailored customer care solutions.
As a result of its consultative approach, TeleTech can identify new revenue
generating opportunities, customer communication possibilities and product or
service improvements previously overlooked or not adequately addressed by the
client. TeleTech's technological capabilities enable it to develop working
prototypes of proposed customer care programs and to rapidly implement strategic
customer care solutions, generally with minimal capital investment by the
client.
TeleTech generally provides customer care solutions pursuant to written
contracts with terms ranging from one to five years, which often contain renewal
or extension options. Under substantially all of its significant contracts,
TeleTech generates revenues based on the amount of time Representatives devote
to a client's program. In addition, clients typically are required to pay fees
relating to TeleTech's training of Representatives to implement the client's
program, set-up and management of the program, and development of computer
software and technology. TeleTech utilizes a standard Form of Client Services
Agreement ("CSA") in contractual negotiations with its clients. The CSA contains
provisions that (i) allow TeleTech or the client to terminate the contract upon
the occurrence of certain events, (ii) designate the manner by which TeleTech is
to receive payment for its services, (iii) limit TeleTech's maximum liability to
the client thereunder, and (iv) protect the confidentiality and ownership of
information and materials owned by TeleTech or the client that are used in
connection with the performance of the contract. Many of TeleTech's contracts
also require the client to pay TeleTech a contractually agreed amount in the
event of early termination. TeleTech's contracts generally have terms of at
least two years and, in some cases, contain contractual provisions adjusting the
amount of TeleTech's fees if there are significant variances from estimated
implementation expenses.
OPERATIONS
TeleTech provides its customer care services through the operation of
state-of-the-art Call Centers located in the United States, the United Kingdom,
Australia and New Zealand. As of October 1, 1996, TeleTech leased ten Call
Centers and also managed three Call Centers on behalf of United Parcel Service.
In November 1996, TeleTech expects to commence management of a Call Center on
behalf of HDI and, in the second half of 1996, TeleTech plans to expand two
existing U.S. Call Centers. TeleTech has signed leases for two facilities in the
United States in which it expects to open additional Call Centers in 1997. See
"-- Facilities."
TeleTech uses its standardized development procedures to minimize the time
it takes to open a new Call Center. The Company applies predetermined site
selection criteria to identify locations conducive to operating large scale,
sophisticated customer care facilities in a cost-effective manner. TeleTech can
establish a new, fully operational, inbound Call Center containing 450 or more
workstations within 90-150 days. In the last 18 months, TeleTech established
five Company-leased Call Centers and three United Parcel Service-owned Call
Centers, including a total of approximately 3,580 workstations.
The Company's four leased and fully constructed U.S. Call Centers range in
size from 26,000 to 56,000 square feet and contain between 406 and 577
production workstations. Thornton Call Center 2 and the Van Nuys Call Center,
although operational, are still under construction and, when completed, are
expected to
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<PAGE>
contain 267 and 325 workstations, respectively. Although the dimensions of its
existing Call Centers currently are not uniform, the Company has developed a
prototype for TeleTech-leased U.S. Call Centers. The Company expects that new
U.S. Call Centers will contain approximately 50,000 square feet of space and
approximately 450 workstations. Call Center capacity can vary based on the
complexity and type of customer care programs provided. All TeleTech Call
Centers are designed to operate 24 hours a day, seven days a week. TeleTech
received ISO 9002 certification for its Burbank Call Center in 1995 and
currently is involved in a Company-wide ISO 9002 certification process. See
"--Facilities."
CALL CENTER MANAGEMENT. TeleTech manages its U.S. Call Centers through its
Technology Command Center in Colorado (the "Command Center"). The Command Center
operates 24 hours per day, 7 days a week, and is responsible for monitoring,
coordinating and managing TeleTech's U.S. operations. Each U.S. Call Center is
connected to the Command Center and to other U.S. Call Centers through multiple
fiber optic voice/data T-1 circuits to form an integrated and redundant wide
area network. This network connectivity provides a high level of security and
redundancy that is integral to TeleTech's ability to ensure recovery
capabilities in the event of a disaster or structural failure. If a Call Center
were to experience extreme excess call volume or become non-operational, the
Command Center is configured to re-route incoming calls to another Call Center.
TeleTech also has established a set of uniform operational policies and
procedures to ensure the consistent delivery of high-quality service at each
Call Center. These policies and procedures detail specific performance
standards, productivity and profitability objectives and daily administrative
routines designed to ensure efficient operation. TeleTech believes that
recruiting, training and managing full-time Representatives who are dedicated to
a single client facilitates integration between client and Representative,
enhances service quality and efficiency and differentiates TeleTech from its
competitors.
TeleTech utilizes a number of sophisticated applications designed to
minimize administrative burdens and maximize productivity. Such applications
include a proprietary, "agent performance system" that tracks Representative
activity at each workstation and a proprietary billing system that tracks time
spent on administration, training, data processing and other processes conducted
in support of client or internal tasks.
QUALITY ASSURANCE. TeleTech monitors and measures the quality and accuracy
of its customer interactions through a quality assurance department located at
each Call Center. Each department evaluates, on a real-time basis, at least 1.5%
of all calls per day. TeleTech also has the capabilities to enable its clients
to monitor customer interactions as they occur. Quality assurance professionals
monitor customer interactions and simultaneously evaluate Representatives
according to criteria mutually determined by the Company and the client.
Representatives are evaluated and provided with feedback on their performance on
a weekly basis and, as appropriate, recognized for superior performance or
scheduled for additional training and coaching.
TECHNOLOGY
Utilizing industry standard tools, the Company creates relational database
management systems customized for each client. These systems enable it to track
the details of each customer interaction and consolidate that information into a
customer file, which can be accessed and referred to by Representatives as they
deliver services. TeleTech Call Centers employ state-of-the-art technology that
incorporates digital switching technology, object-oriented software modules,
relational database management systems, proprietary call tracking and workforce
management systems, CTI and interactive voice response. TeleTech's digital
switching technology enables calls to be routed to the next available
Representative with the appropriate knowledge, skill and language sets. Call
tracking and workforce management systems generate and track historical call
volumes by client, enabling the Company to schedule personnel efficiently to
accommodate anticipated fluctuations in call volume. This technology base
enables TeleTech to provide single call resolution and decrease customer hold
times, thereby enhancing customer satisfaction.
TeleTech-leased Call Centers utilize "Universal Representative" workstations
with inbound, outbound, Internet and faxback capabilities, the majority of which
run on Pentium-Registered Trademark--based computers. All workstations are
PC-based and utilize CTI technology, which connects the computer to a telephone
switch allowing calls and computer data to be transferred simultaneously. By
using simple, intuitive graphical user interfaces (GUI), which substitute easy
to understand graphics for text, TeleTech enables its Representatives to focus
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<PAGE>
on assisting the customer, rather than on the technology, and obtain customer
information using significantly fewer keystrokes. The user-friendly interface
also helps to decrease training time and increase the speed of call handling.
TeleTech's applications software uses products developed by Microsoft,
Oracle, Novell, IBM and others. TeleTech has invested significant resources in
designing, developing and debugging industry-specific and open-systems software
applications and tools. As a result, TeleTech maintains an extensive library of
reusable object-oriented software codes that are used by TeleTech's applications
development professionals to develop customized customer care software.
TeleTech's systems capture and download a variety of information obtained during
each customer interaction into relational databases for real-time, daily, weekly
or monthly reporting to clients. TeleTech runs its applications software on
open-systems, client-server architecture that utilizes computer processors,
server components and hardware platforms produced by manufacturers such as
Compaq, Hewlett Packard, IBM and Sun Microsystems. TeleTech has and will
continue to invest significant resources into the development of new and
emerging customer care and technical support technologies.
HUMAN RESOURCES
TeleTech's success in recruiting, hiring and training large numbers of
skilled employees is critical to its ability to provide high-quality customer
care solutions to its clients. TeleTech generally locates its Call Centers in
metropolitan areas that have access to higher education and a major
transportation infrastructure. TeleTech generally offers a competitive pay
scale, hires primarily full-time employees who are eligible to receive the full
range of employee benefits and provides employees with a clear, viable career
path.
TeleTech is committed to the continued education and development of its
employees and believes that providing TeleTech employees with access to new
learning opportunities produces job satisfaction, ensures a higher quality labor
force and fosters loyalty between TeleTech's employees and the clients they
serve. Before taking customer calls, Representatives receive from one to five
weeks of on-site training in TeleTech's or the client's training facilities to
learn about the client's corporate culture, specific product or service
offerings and the customer care program that TeleTech and the client will be
undertaking. Representatives also receive a minimum of six to eight hours of
on-going training per month and often receive supplemental laboratory training
as needed to provide high-quality customer service and product support.
As of September 30, 1996, TeleTech had 6,244 employees. Of its total
employees, 4,323 were full-time Representatives, constituting 78% of its total
Representatives. Although the Company's industry is very labor intensive and has
experienced significant personnel turnover, the Company believes that its
quality of life initiatives and its high percentage of full-time Representatives
has resulted in relative stability in its work force. A significant increase in
the Company's employee turnover rate, however, could increase the Company's
recruiting and training costs and decrease operating effectiveness. None of
TeleTech's employees are subject to a collective bargaining agreement and
TeleTech believes its relations with its employees are good. See "Risk
Factors--Dependence on Labor Force."
INTERNATIONAL OPERATIONS
TeleTech leases and operates one Call Center in each of the United Kingdom,
Australia and New Zealand, and jointly leases and operates, through the
Company's joint venture with PPP Healthcare Group plc ("PPP"), one of the
largest private medical insurers in the United Kingdom, a Call Center located in
the United Kingdom. In January 1996, TeleTech acquired Access 24, a leading
provider of customer care solutions to Australian and New Zealand companies
primarily in the health care and financial services industries. The operations
of Access 24 have been substantially integrated with TeleTech's operations
through the standardization of Access 24's technology, workstation
configuration, business processes and operational and financial reporting with
the Company's systems. Pursuant to its facilities management agreement with HDI,
the Company expects to begin to provide in November 1996 health care services in
the United States similar to those offered by Access 24. See "Risk
Factors--Difficulties of Completing and Integrating Acquisitions and Joint
Ventures."
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On April 30, 1996, TeleTech entered into a joint venture with PPP, which
currently serves more than 2.3 million customers throughout the United Kingdom
and owns long-term health insurance, dental care and finance companies. TeleTech
and PPP have agreed to provide, exclusively through the joint venture and
initially solely in the United Kingdom and Ireland, distinct, value-added
customer care services. The joint venture, which operates from a 64-workstation
Call Center located in London, currently provides services only to PPP customers
but intends to eventually offer its services to customers of other companies.
Apart from the joint venture, TeleTech provides traditional outsourcing services
in the United Kingdom, similar to the type TeleTech provides in the United
States. TeleTech intends to develop a traditional customer care outsourcing
business in Australia and New Zealand. See "Business--Services" and "Risk
Factors--Difficulties of Completing and Integrating Acquisitions and Joint
Ventures."
COMPETITION
The Company believes that it competes primarily with the in-house
teleservices and customer service operations of its current and potential
clients. TeleTech also competes with certain companies that provide teleservices
and customer services on an outsourced basis, including Access Health, Inc.,
APAC Teleservices, AT&T American Transtech, Electronic Data Systems, MATRIXX
Marketing Inc., Precision Response Corporation, SITEL Corporation, STREAM and
Sykes Enterprises Incorporated. TeleTech competes primarily on the basis of
quality and scope of services provided, speed and flexibility of implementation
and technological expertise. Although the teleservices industry is very
competitive and highly fragmented with numerous small participants, management
believes that TeleTech generally does not directly compete with traditional
telemarketing companies, which provide primarily outbound "cold calling"
services.
FACILITIES
TeleTech's corporate headquarters are located in Denver, Colorado in
approximately 27,000 square feet of leased office space, with an adjacent 55,000
square foot, 523 workstation Call Center. As of October 1, 1996, TeleTech leased
(unless otherwise noted) and operated the following Call Centers, containing an
aggregate of approximately 622,736 square feet:
<TABLE>
<CAPTION>
NUMBER OF TOTAL
YEAR OPENED OR PRODUCTION NUMBER OF TRAINING NUMBER OF
LOCATION ACQUIRED WORKSTATIONS WORKSTATIONS(1) WORKSTATIONS
- -------------------------------------------- --------------- ------------- ------------------- -------------
<S> <C> <C> <C> <C>
U.S. CALL CENTERS (2)
Sherman Oaks, California.................... 1985 577 90 667
Denver, Colorado............................ 1993 447 76 523
Burbank, California......................... 1995 406 57 463
Thornton, Colorado--Center 1 (3)............ 1996 454 58 512
Thornton, Colorado--Center 2 (3)(4)......... 1996 4 90 94
Van Nuys, California (5).................... 1996 137 -- 137
INTERNATIONAL CALL CENTERS
Sydney, Australia (6)....................... 1996 100 25 125
London, United Kingdom --
Center 1 (6)(7)............................ 1996 64 -- 64
Auckland, New Zealand (6)................... 1996 14 3 17
London, United Kingdom --
Center 2 (8)............................... 1996 72 20 92
MANAGED CALL CENTERS (9)
Greenville, South Carolina.................. 1996 630 94 724
Tucson, Arizona............................. 1996 628 162 790
Tampa, Florida.............................. 1996 610 158 768
----- --- -----
Total number of workstations............ 4,143 833 4,976
----- --- -----
----- --- -----
</TABLE>
- ---------
(1) The training workstations are fully operative as production workstations
when necessary.
(FOOTNOTES CONTINUED ON NEXT PAGE)
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(2) In the third quarter of 1996, the Company executed two leases for a facility
in each of Moundsville, West Virginia and Niagara Falls, New York. The
Company intends to open a 450-workstation Call Center in each location in
1997.
(3) TeleTech commenced operations on the second floor of the Thornton Call
Center in April 1996 and, in September 1996, commenced operations on the
first floor of the facility. TeleTech operates each floor in the Thornton
facility as an independent Call Center and each of Thornton Call Center 1
and Thornton Call Center 2 employs its own Call Center management and
Representatives.
(4) Thornton Call Center 2, although operational, is still under construction
and, when completed, is expected to contain 267 operational workstations.
TeleTech expects to complete the build-out of Thornton Call Center 2 by the
end of 1996.
(5) The Van Nuys Call Center was opened in July 1996 and currently contains
13,000 square feet. Although only 137 workstations currently are
operational, the Company expects that the Van Nuys Call Center will have 325
operational workstations and 39,300 square feet when fully constructed. The
Company expects to complete the build-out of the Van Nuys Call Center by the
end of 1996.
(6) Acquired January 1, 1996 through TeleTech's acquisition of Access 24. See
"--International Operations."
(7) Managed through the Company's joint venture with PPP. See "--International
Operations."
(8) Apart from the services it provides through the joint venture with PPP, the
Company provides traditional outsourcing services in the United Kingdom from
a facility adjacent to the Call Center operated by the joint venture.
(9) Managed by TeleTech on behalf of its clients pursuant to facilities
management agreements. The Greenville, Tucson and Tampa Call Centers are
managed by TeleTech on behalf of United Parcel Service. In November 1996,
the Company expects to begin managing a Call Center located in Golden,
Colorado on behalf of HDI. Pursuant to its contract with the Postal Service,
the Company will manage a 500-workstation Call Center in Denver, Colorado
which is expected to open in December 1996 but will not be fully operational
until the first quarter of 1997.
The leases for TeleTech's U.S. Call Centers have terms ranging from one to
ten years and generally contain renewal options. Pursuant to its agreement with
United Parcel Service, if United Parcel Service opens another call center,
TeleTech has the option to staff and manage such Call Center. TeleTech will
manage this additional Call Center pursuant to the same terms and conditions as
the three Call Centers currently managed by TeleTech for United Parcel Service,
unless the nature of the services to be provided at such Call Center is
significantly different.
The Company believes that its existing Call Centers are suitable and
adequate for its current operations and that each Call Center currently is
substantially or fully utilized during peak (weekday) periods. The Company
believes that additional Call Center capacity, including the expansion of two
existing Call Centers expected to occur by the end of 1996, will be required to
support continued growth. Due to the inbound nature of the Company's business,
the Company experiences significantly higher capacity utilization during peak
periods than during off-peak (night and weekend) periods. The Company has been
and will be required to open or expand Call Centers to create the additional
peak period capacity necessary to accommodate new or expanded customer care
programs. The opening or expansion of a Call Center may result, at least in the
short-term, in excess capacity during peak periods until any new or expanded
program is fully implemented. The Company may consider acquiring a complementary
service provider, such as a company that provides primarily outbound
teleservices, and enter into additional contracts to provide certain outbound
customer care services, to improve Call Center utilization during off-peak
periods. See "Risk Factors--Difficulties of Managing Rapid Growth."
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SEASONALITY
The Company's business historically has not been subject to seasonal
fluctuations or risks related to weather; however the businesses of certain of
the Company's clients, especially those in the transportation and financial
services industries, may be subject to such fluctuations and risks. Although the
seasonal nature and weather-dependency of its clients' businesses has not had a
material effect on the Company's revenues or operating profits to date, the
Company expects that its contracts with United Parcel Service and, to a lesser
extent, the Postal Service will result in quarterly variations in revenues,
especially in the fourth and, to a lesser extent, the first quarter of each
year, due to increased demand for such clients' services during the holiday
period.
INTELLECTUAL PROPERTY
The Company's customer care programs frequently incorporate proprietary and
confidential information. The Company has adopted non-disclosure safeguards to
protect such information, such as requiring those of its employees, clients and
potential clients who may have access to proprietary and confidential
information to execute confidentiality agreements with the Company. Although
there can be no assurance that the safeguards taken by the Company will be
adequate to deter misappropriation of its proprietary information, the Company
believes that the rapid pace of technological change and the knowledge, ability
and experience of its employees are more significant to the protection of its
proprietary information than legal or business protections. See
"Business--Operations" and "Business--Technology."
LEGAL PROCEEDINGS
From time to time the Company is involved in litigation, most of which is
incidental to its business. In the Company's opinion, no litigation to which the
Company currently is a party is likely to have a material adverse effect on the
Company's results of operations or financial condition.
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<PAGE>
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information with respect to the
executive officers and directors of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------- --- --------------------------------------------------------
<S> <C> <C>
Kenneth D. Tuchman 36 Chairman of the Board, President, Chief Executive
Officer and Director
Joseph D. Livingston 51 Senior Vice President and Chief Operating Officer
Steven B. Coburn 43 Chief Financial Officer
Rod Dammeyer (1) 55 Director
Alan Silverman (1)(2) 52 Director
Stuart M. Sloan (2) 52 Director
Samuel Zell 55 Director
</TABLE>
- ---------
(1) Member of the Audit Committee of the Board of Directors.
(2) Member of the Compensation Committee of the Board of Directors.
MR. TUCHMAN founded TeleTech and has served as its Chairman of the Board of
Directors, President and Chief Executive Officer since TeleTech's formation in
December 1994. Mr. Tuchman also is the founder and has served as the President
and Chief Executive Officer of each of TeleTech Telecommunications, Inc. and
TeleTech Teleservices, Inc., two operating subsidiaries of TeleTech, since their
formation in October 1982 and November 1992, respectively.
MR. LIVINGSTON has served the Company since February 1992 in various
capacities, including as Senior Vice President and Chief Operating Officer and
previously as Vice President of Operations and Technology. From 1989 to 1992,
Mr. Livingston was the Director of MIS Systems & Operations of Livestone
Corporation, a division of American Eastern Securities, and from 1985 to 1989 he
was employed by Coopers & Lybrand, an international accounting firm, as Director
of West Region MIS and Strategic Management Services for International Business.
MR. COBURN has served as Chief Financial Officer of the Company since
October 1995. From October 1989 to September 1995, Mr. Coburn was employed by U
S West, a diversified telecommunications company, and various of its affiliates,
during which time he served as Finance Director and Chief Financial Officer of
Interactive Video Enterprises, as Finance Director of U S West Marketing
Resources Group and as Finance Director and Controller of U S West Marketing
Services. In 1993, Mr. Coburn established and managed the finance, accounting
and treasury activities of U S West Polska, a start up operation in Warsaw,
Poland.
MR. DAMMEYER was elected as a director in September 1996. Since 1985, Mr.
Dammeyer has served as the President and as a director of Anixter International
Inc., a provider of integrated network and cabling solutions, and has served as
its Chief Executive Officer since 1993. Mr. Dammeyer also is a director of Antec
Corporation, an international communications technology company, Capsure
Holdings Corp., a holding company whose principal subsidiaries are specialty
property and casualty insurers, Falcon Building Products, Inc., a manufacturer
and supplier of building products, IMC Global Inc., a holding company whose
principal subsidiaries produce phosphate chemicals, Jacor Communications, Inc.,
an owner and operator of radio stations nationwide, Lukens, Inc., a steel
producer, Revco D.S., Inc., a drug store chain, and Sealy Corporation Inc., a
maker of bedding and related products. Mr. Dammeyer also is a trustee of Van
Kampen American Capital, Inc., a closed end investment company.
MR. SILVERMAN, who has served as a director of TeleTech since January 1995,
is an independent investor and has been a director of Exhibition Video
International, a company that is developing technology for satellite and video
transmissions, since 1992. Mr. Silverman has served since 1970 as a director and
is
39
<PAGE>
President of Essaness Theatres Corporation ("Essaness"), an investment holding
company. Mr. Silverman is a director of Keystone Biomedical, Inc., a company
that develops, tests and licenses pharmaceutical agents, and, since 1980, has
been a director of Video 44, a Hispanic television broadcasting company. Mr.
Silverman also serves as a director of various private corporations.
MR. SLOAN was elected as a director in September 1996. Since 1984, Mr. Sloan
has served as a director of Quality Food Centers, Inc., an independent retail
grocery chain, and has served as its Chairman of the Board since June 1986 and
as its Chief Executive Officer from April 1991 to September 1996. Mr. Sloan is a
founder of Egghead Software, a national retailer of software and related
computer products, and, at various times from 1984 to 1992, served as a director
and as its Chief Executive Officer and Chairman of the Board. Mr. Sloan is a
director of Anixter International Inc., a provider of integrated network and
cabling solutions, and also serves as a director of various private
corporations.
MR. ZELL has served as a director of TeleTech since January 1995. Mr. Zell
is Chairman of the Board of Directors of Equity Group Investments, Inc., an
owner, manager and financier of real estate and corporations. Mr. Zell serves as
Chairman of the Board of Directors of Anixter International Inc., a provider of
integrated network and cabling solutions, American Classic Voyages Co., an owner
and operator of cruise lines, and Manufactured Home Communities, Inc., a real
estate investment trust specializing in the ownership and management of
manufactured home communities, and as Chairman of the Board of Directors and
Chief Executive Officer of Capsure Holdings Corp., a holding company whose
principal subsidiaries are specialty property and casualty insurers. Mr. Zell
also serves as Chairman of the Board of Trustees of Equity Residential
Properties Trust, an owner and operator of multifamily residential properties,
and as Co-Chairman of the Board of Revco D.S., Inc., a drug store chain. Mr.
Zell is a director of Quality Food Centers, Inc., an independent supermarket
chain, Sealy Corporation, a maker of bedding and related products, and Ramco
Energy plc, an independent oil company based in the United Kingdom. Mr. Zell was
President of Madison Management Group, Inc., a holding company of low-tech
manufacturing companies ("Madison"), prior to October 4, 1991. Madison filed a
petition for reorganization under the Federal bankruptcy laws in November 1991.
ARRANGEMENTS FOR NOMINATION AS DIRECTOR
Directors are elected at each annual meeting of stockholders of the Company
to serve for one-year terms.
In connection with the sale of its Preferred Stock in January 1995, certain
stockholders of TeleTech executed an agreement (the "Investment Agreement")
pursuant to which they agreed to elect each year to TeleTech's Board of
Directors up to five individuals designated by Mr. Tuchman and up to two
individuals nominated by Essaness and TeleTech Investors General Partnership, a
partnership comprised of employees and various entities affiliated with Mr.
Zell, and other accredited investors, many of whom have historically invested
together ("TIGP"). Of the current directors of TeleTech, Mr. Zell was elected as
a nominee of TIGP and Essaness, and Messrs. Tuchman and Silverman were elected
as nominees of Mr. Tuchman. The rights and obligations of Mr. Tuchman, TIGP and
Essaness to elect directors under the Investment Agreement terminated upon, and
TIGP was dissolved shortly after, the closing of the Initial Public Offering.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has standing Audit and Compensation Committees, which
assist the Board in the discharge of its responsibilities. Members of each such
committee are elected by the Board at its first meeting following the annual
meeting and serve for one year terms.
The Audit Committee reports to the Board regarding the appointment of the
independent public accountants of TeleTech, the scope and fees of the
prospective annual audit and the results thereof, compliance with TeleTech's
accounting and financial policies and management's procedures and policies
relative to the adequacy of TeleTech's internal accounting controls. The current
members of the Audit Committee are Rod Dammeyer and Alan Silverman, neither of
whom is an employee of TeleTech.
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<PAGE>
The Compensation Committee reviews and approves the annual salary and bonus
for each executive officer (consistent with the terms of any applicable
employment agreement), reviews, approves and recommends terms and conditions for
all employee benefit plans (and changes thereto) and administers the Option Plan
and such other employee benefit plans as may be adopted by TeleTech from time to
time. The current members of the Compensation Committee are Alan Silverman and
Stuart Sloan, neither of whom is an employee of TeleTech.
COMPENSATION OF DIRECTORS
TeleTech does not pay its directors a fee for their services as such;
however, all directors are reimbursed for travel expenses incurred in attending
board and committee meetings.
The TeleTech Holdings, Inc. Directors Stock Option Plan, which was approved
by the Board of Directors and the stockholders of the Company effective January
1996 (the "Directors Option Plan"), provides for the automatic annual grant, to
each director who is neither an employee of the Company nor, after this
Offering, the beneficial owner of 5% or more of the outstanding Common Stock, of
options to acquire shares of Common Stock. A total of 750,000 shares of Common
Stock are reserved for issuance pursuant to options granted under the Directors
Option Plan. All options granted under the Directors Option Plan are
non-qualified options that are not intended to qualify under Section 422 of the
Code.
The Directors Option Plan currently provides that each eligible director
will receive options to acquire (i) 12,500 shares of Common Stock upon such
director's initial election, after the effective date of the plan, to the Board
of Directors and (ii) on the date of each annual meeting of stockholders held
each year thereafter at which such director is re-elected, 12,500 shares of
Common Stock for services to be rendered as a director and 6,250 for services as
a member on each committee of the Board of Directors to which such director is
appointed. The exercise price of each option granted under the Directors Option
Plan shall be equal to the fair market value of the Common Stock on the date of
grant. Options granted under the Directors Option Plan (a) vest immediately, (b)
are not exercisable until six months after the date of grant and (c) expire on
the earliest to occur of the tenth anniversary of the date of grant, one year
following the director's death or immediately upon the director's termination of
membership on the Board of Directors for Cause (as defined in the Directors
Option Plan).
As of September 15, 1996, options to acquire an aggregate of 262,500 shares
of Common Stock, at a weighted average exercise price of $7.11 per share, were
outstanding under the Directors Option Plan. Each of Messrs. Silverman and Zell
has been granted options under the Directors Option Plan to acquire 25,000
shares of Common Stock in consideration for services rendered as a director of
the Company during 1995. In addition, Mr. Silverman has been granted options
under the Directors Option Plan to acquire an additional 12,500 shares of Common
Stock for services rendered during 1995 as a member of the Audit and
Compensation Committees of the Board of Directors. Messrs. Silverman and Zell
have been granted options to acquire 37,500 and 25,000 shares of Common Stock,
respectively, for services rendered and to be rendered as a director of the
Company and as members of committees thereof during 1996. Each of Messrs.
Dammeyer and Sloan has been granted options under the Directors Option Plan to
acquire 12,500 shares of Common Stock in connection with his election to the
Board of Directors.
INCENTIVE COMPENSATION PLAN
In order to attract, retain and motivate qualified employees, align employee
interests with those of the stockholders and reward employees for enhancing the
value of the Company, TeleTech established the TeleTech Holdings, Inc. Incentive
Compensation Plan (the "Incentive Plan") on May 14, 1996. Under the Incentive
Plan, certain management-level employees of the Company are eligible to receive
annual performance bonuses based upon the Company's achievement of certain
predetermined financial goals. Awards under the Incentive Plan will be paid
annually from an incentive pool, which is funded annually by a percentage of the
amount by which the net income of the Company exceeds the established threshold
performance level for that year. From this incentive pool, each SBU executive,
manager and key employee is entitled to receive a cash incentive award up to an
annual bonus limitation, which is determined each year based upon the
recipient's base salary. No awards will be made under the Incentive Plan until
1997.
41
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Alan Silverman and Stuart Sloan are the current members of the Compensation
Committee of the Board of Directors.
Pursuant to the Amended and Restated Investment Agreement, certain existing
stockholders of the Company (the "Existing Stockholders") are entitled, by
majority vote, to require TeleTech, at its sole expense, to register under the
Securities Act all or part of their Common Stock. In addition, if TeleTech
proposes to register any of its securities under the Securities Act for its own
account, the Existing Stockholders may require TeleTech, at its sole expense, to
include in such registration all or part of the 7,145,400 aggregate shares of
Common Stock that will be owned by the Existing Stockholders after the Offering.
Messrs. Silverman and Sloan are Existing Stockholders and own 258,330 and
673,330 shares of Common Stock, respectively, of which none and 97,777,
respectively, are being registered and sold hereby.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION. The following table sets
forth information with respect to all compensation earned by TeleTech's chief
executive officer and TeleTech's two other executive officers as of December 31,
1995 (collectively, the "Named Executive Officers") for services rendered to
TeleTech during 1995.
SUMMARY COMPENSATION TABLE FOR 1995
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------------------------------
OTHER ANNUAL ALL OTHER
SALARY BONUS COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION ($) ($) ($) ($) (1)
- ---------------------------------------------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Kenneth D. Tuchman, Chairman, President & Chief
Executive Officer.................................. $ 750,000 $ 250,000 $ 56,300(2) $ 10,830
Joseph D. Livingston, Senior Vice President & Chief
Operating Officer.................................. 174,090(3) 168,743(4) -- 4,500
Steven B. Coburn, Chief Financial Officer........... 28,000(5) -- -- --
</TABLE>
- ---------
(1) Represents the full dollar value of premiums paid by the Company with
respect to life insurance for the benefit of Mr. Tuchman, Mr. Livingston and
their respective beneficiaries.
(2) Includes $20,000 in aggregate membership dues and initiation fees, $17,500
paid as a car allowance, $15,600 for lease of a townhouse and other
perquisites and personal benefits paid by the Company to or on behalf of Mr.
Tuchman.
(3) Includes approximately $11,340 paid to Mr. Livingston for accrued but unused
vacation time.
(4) Includes a $75,000 annual performance bonus and an approximately $93,700
one-time bonus for Mr. Livingston's assistance in obtaining a client
contract.
(5) Mr. Coburn joined TeleTech in October 1995 at an annual base salary of
$120,000. See "--Employment Agreements."
42
<PAGE>
OPTION GRANTS. The following table sets forth information regarding grants
of stock options under the Option Plan during 1995 to the Named Executive
Officers.
OPTION GRANTS IN 1995
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED ANNUAL
SHARES PERCENTAGE OF RATES OF STOCK PRICE
UNDERLYING TOTAL OPTIONS APPRECIATION FOR OPTION
OPTIONS GRANTED TO EXERCISE TERM (3)
GRANTED EMPLOYEES IN PRICE PER EXPIRATION ------------------------
NAME (#) FISCAL YEAR SHARE (1) DATE (2) 5% 10%
- ----------------------------------- ----------- ----------------- ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth D. Tuchman................. -- -- -- -- -- --
Joseph D. Livingston............... 750,000 32% $ 1.29 1/1/2005 $ 608,456 $ 1,541,946
Steven B. Coburn................... 250,000 11% 2.00 9/15/2005 314,447 796,871
</TABLE>
- ---------
(1) Each option has been granted pursuant to the Option Plan and expires on the
date ten years after the date of grant. The exercise price equals the fair
market value of the Common Stock on the grant date, as determined by the
Board of Directors based upon the most recent price prior to the grant date
at which the Company, in arms' length transactions, had issued Common Stock
in connection with acquisitions or had sold Preferred Stock in capital
raising transactions.
(2) Options granted to Messrs. Livingston and Coburn vest pro rata over the
three years and five years, respectively, following the date of grant.
(3) The potential realizable value is calculated assuming that the fair market
value on the date of grant, which equals the exercise price, appreciates at
the indicated annual rate (set by the Commission), compounded annually, for
the term of the option. Using the Initial Public Offering price of $14.50
for purposes of this calculation (pursuant to the rules of the Commission),
the potential realizable values of the options granted in 1995 to each of
Messrs. Livingston and Coburn are approximately $16.7 million and $5.4
million, respectively, at a 5% assumed annual appreciation rate, and
approximately $27.2 million and $8.9 million, respectively, at a 10% assumed
annual appreciation rate.
OPTION HOLDINGS. No options were exercised by Named Executive Officers in
1995. The following table sets forth information with respect to the aggregate
number and value of shares underlying unexercised options held by each of the
Named Executive Officers as of December 31, 1995.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AS OF DECEMBER 31, IN-THE- MONEY OPTIONS AS
1995 OF DECEMBER 31, 1995 (1)
-------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Kenneth D. Tuchman.................................. -- -- -- --
Joseph D. Livingston................................ 250,000 500,000(2) $ 927,500 $ 1,855,000
Steven B. Coburn.................................... -- 250,000 -- 750,000
</TABLE>
- ---------
(1) The value of each option is based on the deemed fair market value of the
option shares at fiscal year end ($5.00 per share as determined by the Board
of Directors based on the most recent price prior to December 31, 1995 at
which the Company had issued or agreed to issue Common Stock) less the
exercise price payable for such shares.
(2) Mr. Livingston received an option in May 1996 to acquire an additional
75,000 shares, at an exercise price of $8.00 per share, in connection with
the amendment to his employment agreement. See "-- Employment Agreements."
TELETECH STOCK OPTION PLAN
The Company's Option Plan was adopted by the Board of Directors in December
1994 and by the Company's stockholders in January 1995 and was amended and
restated in January 1996. The Option Plan
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<PAGE>
authorizes the issuance of up to 7,000,000 shares of Common Stock through the
grant of (i) incentive stock options ("ISOs") within the meaning of Section 422
of the Code, (ii) stock options that are not intended to qualify under Section
422 of the Code ("NSOs" and together with ISOs, "Options"), (iii) stock
appreciation rights ("SARs"), (iv) restricted stock and (v) phantom stock.
Directors, officers, employees, consultants and independent contractors of the
Company or any subsidiary of the Company, as selected from time to time by the
committee administering the Option Plan, are eligible to participate in the
Option Plan. As of October 1, 1996, Options to acquire an aggregate of 4,875,830
shares of Common Stock and 76,000 shares of restricted stock were outstanding.
The Option Plan provides that it is to be administered by a committee
comprised of two or more disinterested directors appointed by the Board of
Directors (the "Committee"). The Compensation Committee of the Board of
Directors, which is comprised of two disinterested directors of the Company,
currently acts as the Committee under the Option Plan. Subject to certain
limitations, the Committee has complete discretion to determine which eligible
individuals are to receive awards under the Option Plan, the form and vesting
schedule of awards, the number of shares subject to each award and the exercise
price, the manner of payment and expiration date applicable to each award.
All awards under the Option Plan are subject to vesting and forfeiture.
Unless the Committee establishes otherwise at the time of award, all awards
under the Option Plan vest at an accelerating rate over a period of five years.
Set forth below is a summary of the terms of the Option Plan that are
applicable to each of the various types of awards covered thereby.
OPTIONS. All Options expire on the date that is the earliest of three
months after the holder's termination of employment with the Company (other than
termination for Cause), six months after the holder's death and 10 years after
the date of grant. Options also are subject to forfeiture upon termination of
employment or directorship for "Cause." The exercise price per share of an ISO
is determined by the Committee at the time of grant but in no event may be less
than the fair market value of the Common Stock on the date of grant.
Notwithstanding the foregoing, if an ISO is granted to a participant who owns
more than 10% of the voting power of all classes of stock of the Company, the
exercise price must be at least 110% of the fair market value of the Common
Stock and the exercise period must not exceed five years from the date of grant.
The exercise price per share of an NSO is determined by the Committee in its
sole discretion.
SARS. SARs may be issued independent of an Option or, alternatively, in
connection with an Option (a "Tandem SAR"), in which case the Tandem SAR
terminates simultaneously upon the expiration of the related Option. A Tandem
SAR is only exercisable if the fair market value of a share of Common Stock
exceeds the exercise price of the related Option.
RESTRICTED STOCK. Restricted stock entitles the holder thereof to
participate as a stockholder of the Company; however, the holder may not sell,
transfer, pledge or otherwise encumber such stock prior to the time it vests. A
holder of restricted stock forfeits all unpaid accumulated dividends and all
shares of restricted stock that have not vested prior to the date that such
holder's employment with the Company is terminated for any reason.
PHANTOM STOCK. Phantom stock entitles the holder thereof to surrender any
vested portion of such phantom stock in exchange for cash or shares of Common
Stock, as the Committee may determine, in an amount equal to the fair market
value of Common Stock on the date of surrender.
EMPLOYEE STOCK PURCHASE PLAN
The TeleTech Holdings, Inc. Employee Stock Purchase Plan (the "ESPP"),
covering an aggregate of 200,000 shares of Common Stock was adopted by the Board
of Directors and stockholders of the Company in July 1996. The ESPP is intended
to qualify as an "Employee Stock Purchase Plan" within the meaning of Section
423 of the Code and is administered by the Compensation Committee of the Board
of Directors. Under the ESPP, shares of Common Stock will be sold in periodic
offerings to employees of the Company or its subsidiaries who meet the specified
eligibility requirements and who elect to participate in the ESPP. Each
44
<PAGE>
offering will be open for six consecutive months, or such other length of time
as may be established from time to time by the Compensation Committee. The ESPP
will commence on September 30, 1996 and will terminate ten years thereafter or
on such earlier date as all of the shares reserved under the plan have been
issued.
Under the ESPP, participating employees can elect to have up to 10% of their
compensation withheld, up to a maximum of $15,000 in any calendar year. On the
last business day of each offering period, the Company will sell to each
participating employee as many full shares of Common Stock as can be purchased
with each such employee's aggregate payroll deductions made during such offering
period. The price of Common Stock purchased under the ESPP will be equal to the
lower of (i) 90% of the fair market value of the Common Stock on the first
business day of any offering period or (ii) 90% of the fair market value of the
Common Stock on the last business day of such offering period, unless otherwise
established by the Compensation Committee, in its discretion, in accordance with
the terms of the ESPP.
In the event of a merger, reorganization or consolidation in which the
Company is not the surviving entity or a liquidation of substantially all of the
assets of the Company, the ESPP provides that the Compensation Committee may
require that the surviving entity provide participating employees with rights
equivalent to their rights under the ESPP. Alternatively, the Compensation
Committee may elect to accelerate the termination of the offering period
immediately prior to the consummation of such merger, reorganization or other
transaction and issue shares of Common Stock to participating employees at such
time.
EMPLOYMENT AGREEMENTS
TeleTech entered into an employment agreement with Kenneth D. Tuchman as
Chairman of the Board and President of TeleTech for a term commencing on January
1, 1995 and ending on December 27, 1997 (the "Term"). Subsequent thereto, Mr.
Tuchman also was elected as the Chief Executive Officer of TeleTech. Pursuant to
the agreement, Mr. Tuchman is entitled to receive an annual base salary of
$750,000, as adjusted on January 1 of each year during the Term by the annual
percentage increase in the Consumer Price Index for Urban Wage Earners and
Clerical Workers for the Denver metropolitan area (the "CPI Percentage"). Mr.
Tuchman also is eligible to receive an annual performance bonus not to exceed
$250,000, as adjusted annually by the CPI Percentage, based upon TeleTech's
achievement of certain predetermined performance goals. The agreement requires
the Company to maintain, on behalf of Mr. Tuchman, a $24 million life insurance
policy (half of which is payable to his beneficiaries), disability insurance,
accident, death and dismemberment insurance, errors and omissions insurance with
a policy limit of not less than $1 million and entitles Mr. Tuchman to receive
certain perquisites specified therein. Under the terms of his agreement, Mr.
Tuchman is prohibited, during his employment and for three years thereafter,
from disclosing any confidential information or trade secrets of TeleTech. Mr.
Tuchman also is prohibited, during his employment and for three years after the
Company terminates his employment for Good Cause (as defined therein) or Mr.
Tuchman voluntarily terminates his employment with the Company, from engaging in
any business, or becoming employed by or otherwise rendering services to any
company (other than TeleTech) that has as its primary business inbound or
outbound teleservices. The agreement provides that if TeleTech terminates Mr.
Tuchman's employment for Good Cause, TeleTech will pay Mr. Tuchman his salary as
accrued through the date of termination. If TeleTech terminates Mr. Tuchman's
employment without Good Cause, TeleTech will pay to him the lesser of (i) the
sum of his salary as accrued through the date of termination, his performance
bonus, prorated for any portion of the year remaining and calculated as if
TeleTech had achieved its performance goals, and the present value of all
payments that otherwise would have been made to him during the remainder of the
Term, calculated as if TeleTech had achieved its performance goals, or (ii)
three times the aggregate salary and performance bonus earned by him in the
immediately preceding year.
TeleTech entered into an employment agreement with Joseph D. Livingston as
Senior Vice President and Chief Operating Officer of TeleTech effective January
1, 1995. Pursuant to the agreement in May 1996, as amended, Mr. Livingston is
entitled to receive an annual base salary of $160,000 for 1995 and $250,000 for
1996 and thereafter and also is eligible to receive an annual performance bonus
based upon TeleTech's achievement of certain predetermined performance goals.
TeleTech also has granted Mr. Livingston options to purchase 750,000 and 75,000
shares of Common Stock at an exercise price of $1.29 and $8.00 per share,
respectively, which options vest over three years from the date of grant. Mr.
Livingston's employment with TeleTech is terminable at any time by either party,
with or without cause. Upon termination of employment,
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<PAGE>
Mr. Livingston will be entitled to unpaid compensation for services rendered
through the date of termination, together with employee benefits accrued through
the date of termination. Under the terms of his agreement, Mr. Livingston is
prohibited from disclosing any confidential information or trade secrets of
TeleTech. The Agreement also prohibits Mr. Livingston, for the three years after
termination of his employment with TeleTech, from engaging in any business or
becoming employed or otherwise rendering services to any company engaging in,
inbound or outbound teleservices, development or maintenance of voice or data
communication, certain software applications, customer communications services
or technological innovation or support for any of the foregoing.
The Company entered into an employment agreement dated as of April 1, 1996
with Steven B. Coburn. Pursuant to the agreement, Mr. Coburn serves as Chief
Financial Officer of the Company for a three-year term commencing on October 2,
1995 and is entitled to receive an annual base salary of $120,000 for 1995 and,
commencing January 1, 1996, an annual base salary of $135,000. Mr. Coburn also
is eligible to receive an annual performance bonus of not more than twenty-five
percent of his salary upon the Company's achievement of certain predetermined
performance goals. The Company has granted Mr. Coburn options to purchase
250,000 shares of Common Stock at an exercise price of $2.00 per share, which
options vest over a period of five years. The agreement prohibits Mr. Coburn
from disclosing any confidential information or trade secrets of the Company.
Mr. Coburn also is prohibited, during his employment and for three years after
the Company terminates his employment for Good Cause (as defined therein) or Mr.
Coburn voluntarily terminates his employment with the Company, from engaging in
any business, or becoming employed by or otherwise rendering services to any
company (other than TeleTech), that has as its primary business inbound or
outbound teleservices or technological innovation or support with respect
thereto.
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
TeleTech's Restated Certificate of Incorporation and By-laws provide that
TeleTech shall indemnify its directors, and may indemnify its officers,
employees and other agents, to the fullest extent permitted by Delaware law. The
Company also is authorized to secure insurance on behalf of any person it is
required or permitted to indemnify. Pursuant to this provision, TeleTech
maintains liability insurance for the benefit of its directors and officers.
TeleTech has entered into agreements to indemnify its directors and certain
of its officers, in addition to the indemnification provided for in TeleTech's
Restated Certificate of Incorporation and By-laws. These agreements provide,
among other things, that TeleTech will indemnify its directors and officers for
all direct and indirect expenses and costs (including, without limitation, all
reasonable attorneys' fees and related disbursements, other out-of-pocket costs
and reasonable compensation for time spent by such persons for which they are
not otherwise compensated by TeleTech or any third person) and liabilities of
any type whatsoever (including, but not limited to, judgements, fines and
settlement fees) actually and reasonably incurred by such person in connection
with either the investigation, defense, settlement or appeal of any threatened,
pending or completed action, suit or other proceeding, including any action by
or in the right of the corporation, arising out of such person's services as a
director, officer, employee or other agent of TeleTech, any subsidiary of
TeleTech or any other company or enterprise to which the person provides
services at the request of TeleTech. TeleTech believes that these provisions and
agreements are necessary to attract and retain talented and experienced
directors and officers.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In addition to transactions described under "Management--Compensation
Committee Interlocks and Insider Participation," the following transactions have
been effected, involving the Company and its directors, executive officers or
stockholders.
In July 1996, TeleTech paid a fee of $1.0 million to Equity Group
Investments, Inc. ("EGI"), an affiliate of Sam Zell, a director of the Company,
for certain financial advisory services rendered by EGI in connection with the
Inital Public Offering and certain merger and acquisition advisory services,
including transaction structuring and negotiation, rendered by EGI in connection
with the acquisition of Access 24 and the
46
<PAGE>
joint venture with PPP. The fee, which was negotiated between the Board of
Directors of the Company (with Mr. Zell abstaining from its vote thereon) and
EGI, is believed to be substantially equivalent to fees of other advisors
performing comparable services, such as investment banks.
TeleTech has utilized the services of The Riverside Agency, Inc. in
reviewing, obtaining or renewing various insurance policies. The Riverside
Agency, Inc. is a wholly-owned subsidiary of EGI. During the twelve months ended
December 31, 1995 and the six months ended June 30, 1996, The Riverside Agency,
Inc. invoiced TeleTech an aggregate of $23,965 and $141,407, respectively, for
services rendered.
During the nine months ended September 30, 1996, TeleTech paid an aggregate
of $110,870 to various subsidiaries of Jacor Communications, Inc., an owner and
operator of radio stations throughout the United States, for broadcasting radio
advertisements regarding employment opportunities at TeleTech. Rod Dammeyer, a
director of TeleTech, is a director of Jacor Communications, Inc.
On August 15, 1996, the Company entered into a one-year Consulting Agreement
(the "Consulting Agreement") with Richard Weingarten & Company, Inc. ("RWCO")
pursuant to which Richard Weingarten would provide certain financial and merger
and acquisition advisory services to the Company. In connection with the
execution of the Consulting Agreement, Mr. Weingarten, who is the founder and
president of Richard Weingarten & Company, Inc., tendered his resignation as a
member of the Board of Directors of the Company. Under the Consulting Agreement,
which was approved by the Compensation Committee of the Board of Directors after
Mr. Weingarten's resignation therefrom, the Company granted Mr. Weingarten an
option to acquire 55,000 shares of Common Stock at an exercise price of $18.00
per share, the last reported sales price of the Common Stock on the date of
grant, as reported by the Nasdaq National Market, and pays RWCO a monthly
consulting fee of $10,000.
TeleTech provides reservation call handling services to Midway Airlines
Corporation ("Midway"), a majority-owned subsidiary of Zell/Chilmark Fund, L.P.
(the "Partnership"). Sam Zell, a director of TeleTech, is an affiliate of the
Partnership and Rod Dammeyer, a director of TeleTech and a member of the Audit
Committee of the Board of Directors, is the managing director of the
Partnership. During the twelve months ended December 31, 1995 and the nine
months ended September 30, 1996, TeleTech charged Midway an aggregate of
$1,291,862 and $1,792,000, respectively, for services rendered by TeleTech. As
of December 31, 1995 and October 7, 1996, the total amounts due from Midway for
services rendered by TeleTech were $535,845 and $550,714, respectively, of which
$354,526 and $388,000, respectively, relate to past due amounts. In April 1996,
TeleTech agreed to accept from Midway, and Midway delivered to the Company, a
promissory note in the principal amount of $500,000 to evidence a portion of the
total amount due and owing. The promissory note bears interest at a rate of 8%
per annum and is payable in 12 equal installments of principal, together with
interest, commencing May 1, 1996. On October 7, 1996, a balance of $234,000 was
outstanding under this promissory note, which is included in the past due
amounts discussed above.
On January 1, 1996, the Company acquired all of the outstanding capital
stock of Access 24. As consideration for such stock, the Company issued an
aggregate of 712,520 shares of Common Stock to, and such shares are now owned
by, an affiliate of Dr. John E. Kendall and affiliates of Louis T. Carroll, and
paid $2.3 million in cash and issued 257,720 shares of Common Stock to Access 24
Holdings Pty Limited ("Access Holdings" and, together with the affiliates of Dr.
Kendall and Mr. Carroll, the "Common Stockholders"). Access Holdings is an
affiliate of RACV, a financial services client of the Company. In connection
with the Initial Public Offering, the Company entered into an Amended and
Restated Stock Transfer and Registration Rights Agreement with the Common
Stockholders, pursuant to which the Common Stockholders were granted certain
rights to include in certain registration statements that may be filed by the
Company following the Initial Public Offering all or part of the shares of
Common Stock held by the Common Stockholders.
In July 1996, the following transactions were effected: (i) Access Holdings
sold 98,810 and 100,000 shares of Common Stock to the Company and Hinsdale
Corporation Sdn Berhad ("Hinsdale"), an affiliate of Mr. Carroll, respectively,
at a price of $10.00 per share, and (ii) the remaining 50,000 shares of Common
Stock owned by Access Holdings and the 100,000 shares of Common Stock acquired
by Hinsdale from Access Holdings were included in, and sold to the public
pursuant to, the Initial Public Offering.
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<PAGE>
In 1993 and 1994, Mr. Tuchman made loans to the Company that were evidenced
by subordinated promissory notes with an interest rate of 8% per annum. In 1995,
the Company paid interest of $11,000 to Mr. Tuchman on such notes. In connection
with the Company's restructuring and sale of $12.0 million of Preferred Stock in
January 1995, the Company repaid the approximately $1.2 million outstanding
balance of such notes. Also in 1995, TeleTech paid a dividend of approximately
$452,000 to Mr. Tuchman.
TeleTech believes that all transactions disclosed above have been, and
TeleTech's Board of Directors intends that any future transactions with its
officers, directors, affiliates or principal stockholders will be, on terms that
are no less favorable to TeleTech than those that are obtainable in arms' length
transactions with unaffiliated third parties.
Certain directors of the Company are entitled, under certain circumstances,
to require the Company to register under the Securities Act shares of Common
Stock owned by them. See "Management--Compensation Committee Interlocks and
Insider Participation."
48
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of October 5, 1996, and as
adjusted to reflect the sale of shares of Common Stock being offered hereby, by
(i) each stockholder who is known by the Company to beneficially own more than
5% of the currently outstanding shares of Common Stock, (ii) each of the
Company's directors and the Named Executive Officers, (iii) all directors and
executive officers of the Company as a group and (iv) the Selling Stockholders.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED PRIOR SHARES BENEFICIALLY OWNED
TO THE OFFERING NUMBER OF AFTER THE OFFERING
DIRECTORS, EXECUTIVE OFFICERS ------------------------------- SHARES BEING ----------------------------
AND CERTAIN STOCKHOLDERS (1) NUMBER PERCENT OFFERED NUMBER PERCENT
- ----------------------------------------------- ------------------ ----------- --------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Kenneth D. Tuchman............................. 38,767,000(2) 70.6% 2,249,450(3) 36,517,550 66.3%
Joseph D. Livingston........................... 500,000(4) * 74,100 425,900 *
Steven B. Coburn............................... 51,000(5) * -- 50,000 *
Rod Dammeyer................................... 94,268(6)(7) * 13,689 80,579 *
Alan Silverman................................. 333,330(8) * -- 333,330 *
Stuart M. Sloan................................ 673,330(6) * 97,777 575,553 *
Samuel Zell.................................... 2,514,398(9) 4.6 378,750(10) 2,135,648(9) 3.9
All directors and executive officers as a group
(7 persons)................................... 42,833,326 77.2 3,113,766 40,118,560 72.0
Zell General Partnership, Inc.................. 378,750(6) * 378,750 -- *
ANDA Partnership............................... 378,701(6) * 378,701 -- *
Whittal Company Ltd............................ 336,668(6) * 48,889 287,779 *
Richard Weingarten............................. 261,667(6)(11) * 24,445 237,223 *
Jack Silverman................................. 208,340 * 30,000 178,340 *
Highway Internet LLC........................... 168,334(6) * 24,444 143,890 *
Robert M. Steiner Revocable Trust.............. 168,334(6) * 24,444 143,890 *
Ralph Wanger................................... 168,334(6) * 24,444 143,890 *
Sheli Z. Rosenberg............................. 134,666(6)(12) * 19,556 115,110 *
Eugene Miller.................................. 121,664(6)(13) * 12,222 109,442 *
Thomas M. Tully Trust.......................... 67,336(6) * 9,778 57,558 *
Will K. Weinstein Revocable Trust.............. 67,336(6) * 9,778 57,558 *
Rochelle Zell Trust............................ 67,336(6) * 9,778 57,558 *
William Pate................................... 67,336(6) * 7,336 60,000 *
Hardwood Associates............................ 67,330(6) * 9,778 57,552 *
Tyree Holdings Limited......................... 60,510 * 49,450 11,060 *
Donald J. Liebentritt.......................... 50,502(6) * 7,333 43,169 *
Sonjia Kurzepa................................. 50,000(14) * 7,200 42,800 *
Betty Tuchman.................................. 50,000(15) * 45,800 4,200 *
David Walsh.................................... 50,000(16) * 7,500 42,500 *
David A. Gardner............................... 33,668(6) * 4,889 28,779 *
Donald W. Phillips............................. 33,668(6) * 4,889 28,779 *
(FOOTNOTES ON NEXT PAGE)
</TABLE>
49
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED PRIOR SHARES BENEFICIALLY OWNED
TO THE OFFERING NUMBER OF AFTER THE OFFERING
DIRECTORS, EXECUTIVE OFFICERS ------------------------------- SHARES BEING ----------------------------
AND CERTAIN STOCKHOLDERS (1) NUMBER PERCENT OFFERED NUMBER PERCENT
- ----------------------------------------------- ------------------ ----------- --------------- --------------- -----------
George Moore................................... 29,167(17) * 4,100 25,067 *
<S> <C> <C> <C> <C> <C>
Matthew Zell Revocable Trust................... 26,932(6) * 3,911 23,021 *
Craig Mento.................................... 25,000(18) * 3,800 21,200 *
Ellen Havdala.................................. 16,834(6) * 2,434 14,400 *
Frank Wright................................... 16,667(19) * 2,400 14,267 *
Kimberly Harding............................... 13,466(6) * 1,956 11,510 *
Thomas Dammeyer................................ 13,466(6) * 1,956 11,510 *
Alice Dammeyer................................. 13,466(6) * 1,956 11,510 *
Gregory Johnson................................ 10,690(20) * 1,600 9,090 *
Matthew Zell................................... 6,730(6) * 978 5,752 *
Nils Larsen.................................... 3,368(6) * 489 2,879 *
</TABLE>
- ---------
* Less than one percent
(1)The address of each director and executive officer is in care of the
Company, 1700 Lincoln Street, Suite 1400, Denver, Colorado 80203.
(2)Includes shares of Common Stock held by the Kenneth and Debra Tuchman
Charitable Remainder Unitrust (the "Unitrust"), of which Mr. Tuchman is the
trustee, and the Tuchman Limited Liability Limited Partnership, of which Mr.
Tuchman is the managing general partner. Does not include 10,000 shares of
Common Stock held by Mr. Tuchman's spouse and 5,000 shares of Common Stock
held by a trust of which Mr. Tuchman's spouse is the sole trustee; Mr.
Tuchman disclaims beneficial ownership of the shares held by his spouse and
such trust. Mr. Tuchman is the founder, Chairman of the Board of Directors,
President and Chief Executive Officer of TeleTech. See "Management."
(3)Represents 1,949,450 shares being sold by Mr. Tuchman and 300,000 shares
being sold by the Unitrust.
(4)Consists of shares of Common Stock subject to options granted under the
Option Plan that are exercisable as of October 5, 1996 or within 60 days
thereafter (the "Measurement Period"). Mr. Livingston is the Senior Vice
President and Chief Operating Officer of the Company. See "Management."
(5)Includes 50,000 shares of Common Stock subject to options granted under the
Option Plan that are exercisable within the Measurement Period and 1,000
shares of Common Stock held by Mr. Coburn's spouse. Mr. Coburn is the Chief
Financial Officer of the Company. See "Management."
(6)Includes shares of Common Stock received upon the dissolution in August 1996
of TeleTech Investors General Partnership, which owned more than 5% of the
Common Stock outstanding prior to, and which participated in, the Initial
Public Offering.
(7) Represents shares of Common Stock held jointly by Mr. Dammeyer and his
spouse.
(8) Includes 75,000 shares of Common Stock subject to options granted under the
Directors Option Plan that are exercisable within the Measurement Period.
(9) Includes 50,000 shares of Common Stock subject to options granted to Mr.
Zell under the Directors Option Plan that are exercisable within the
Measurement Period, 2,085,648 shares of Common Stock held by Alpha/ZFT
General Partnership ("Alpha/ZFT") and 378,750 shares of Common Stock held by
Zell General Partnership, Inc. Mr. Zell has sole power to vote and dispose
of the shares of Common Stock held by Zell General Partnership, Inc. and is
the principal beneficiary of the trusts that are
(FOOTNOTES CONTINUED ON NEXT PAGE)
50
<PAGE>
indirect partners of Alpha/ZFT and, therefore, may be deemed to be the
beneficial owner of the shares held by Alpha/ZFT. Mr. Zell disclaims
beneficial ownership of the shares of Common Stock held by Alpha/ZFT.
(10) Represents shares being sold by Zell General Partnership, Inc. See note (9)
above.
(11) Includes 75,000 shares of Common Stock subject to options granted to Mr.
Weingarten under the Directors Option Plan that are exercisable within the
Measurement Period. Mr. Weingarten served as a director of the Company from
January 1995 until August 1996 and currently has a consulting arrangement
with the Company. See "Certain Relationships and Related Party
Transactions."
(12) Ms. Rosenberg is the trustee of certain of the trusts that are indirect
partners of Alpha/ZFT and, in such capacity, shares voting and dispositive
power with the other partners of Alpha/ZFT over the shares of Common Stock
held by Alpha/ZFT. Ms. Rosenberg may be deemed to be the beneficial owner of
the shares held by Alpha/ZFT; however, she disclaims beneficial ownership of
such shares.
(13) Includes 37,500 shares of Common Stock subject to options granted to Mr.
Miller under the Directors Option Plan that are exercisable within the
Measurement Period. Mr. Miller served as a director of the Company from
January 1995 until May 1996.
(14) Consists of shares of Common Stock subject to options granted under the
Option Plan that are exercisable within the Measurement Period. Ms. Kurzepa
is the Company's Assistant Vice President, Client Services and, prior to
1995, held various operations, quality assurance, training and client
services positions with the Company.
(15) Consists of shares of Common Stock subject to options granted under the
Option Plan that are exercisable within the Measurement Period. Ms. Tuchman
is a sales representative and lead generator for the Company and is the
mother of Kenneth Tuchman.
(16) Consists of shares of Common Stock subject to options granted under the
Option Plan that are exercisable within the Measurement Period. Mr. Walsh is
the Company's Vice President, Strategic Development.
(17) Consists of shares of Common Stock subject to options granted under the
Option Plan that are exercisable within the Measurement Period. Mr. Moore is
the Company's Vice President of Operations.
(18) Consists of shares of Common Stock subject to options granted under the
Option Plan that are exercisable within the Measurement Period. Mr. Mento is
the Company's Vice President of Sales, Telecommunications.
(19) Consists of shares of Common Stock subject to options granted under the
Option Plan that are exercisable within the Measurement Period. Mr. Wright
is the Company's Director of Human Resources.
(20) Mr. Johnson is the General Manager of Access 24 and, prior to 1996, was the
Director of Operations of Access 24.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
Pursuant to the Company's Restated Certificate of Incorporation (the
"Restated Certificate"), the Company has authority to issue an aggregate of
160,000,000 shares of capital stock, consisting of 150,000,000 shares of Common
Stock, par value $.01 per share, and 10,000,000 shares of preferred stock
issuable from time to time by the Board of Directors in one or more classes or
series. As of October 7, 1996, there were 54,947,430 shares of Common Stock
(excluding 98,810 shares of Common Stock held by the Company as treasury shares)
and no shares of preferred stock outstanding and there were 115 holders of
record of Common Stock.
The Common Stock is listed on the Nasdaq National Market under the symbol
"TTEC."
COMMON STOCK
The rights of the holders of the Common Stock discussed below are subject to
such rights as the Board of Directors may hereafter confer on the holders of the
preferred stock; accordingly, rights conferred on holders of preferred stock
issued under the Restated Certificate may adversely affect the rights of holders
of the Common Stock.
Subject to the right of holders of Preferred Stock, the holders of
outstanding shares of Common Stock are entitled to receive dividends out of
assets legally available therefor, at such times and in such amounts as the
Board of Directors may from time to time determine. See "Dividend Policy." The
shares of Common Stock are neither redeemable nor convertible and the holders
thereof have no preemptive or subscription rights to purchase any securities of
the Company. Upon liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to receive, PRO RATA, the assets of the
Company that are legally available for distribution, after payment of all debts
and other liabilities and subject to the prior rights of any holders of
Preferred Stock then outstanding. Each outstanding share of Common Stock is
entitled to one vote on all matters submitted to a vote of stockholders. There
is no cumulative voting in the election of directors.
PREFERRED STOCK
The Restated Certificate authorizes the Board of Directors to issue
preferred stock in classes or series and to establish the designations,
preferences, qualifications, limitations or restrictions of any class or series
with respect to, among other things, the rate and nature of dividends, the
price, terms and conditions on which shares may be redeemed, the terms and
conditions for conversion or exchange into any other class or series of the
stock and voting rights. The Company will have authority, without approval of
the holders of Common Stock, to issue preferred stock that has voting, dividend
or liquidation rights superior to the Common Stock and that may adversely affect
the rights of holders of Common Stock. The issuance of preferred stock, while
providing flexibility in connection with possible acquisitions and other
corporate purposes, could, among other things, adversely affect the voting power
of the holders of Common Stock and could have the effect of delaying, deferring
or preventing a change in control of the Company. The Company currently has no
plans to issue any shares of preferred stock.
DELAWARE STATUTORY BUSINESS COMBINATION PROVISION
Section 203 of the Delaware General Corporation Law ("DGCL") is applicable
to corporate takeovers in Delaware. Subject to certain exceptions set forth
therein, Section 203 of the DGCL provides that a corporation shall not engage in
any business combination with any "interested stockholder" for a three-year
period following the date that such stockholder becomes an interested
stockholder unless (a) prior to such date, the board of directors of the
corporation approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder, (b) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding certain specified shares) or (c) on or subsequent to such
date, the business combination is approved by the board of directors of the
corporation and by the affirmative vote of at least 66 2/3% of the outstanding
voting stock that is not owned by the interested stockholder. Except as
specified therein, an "interested stockholder" is defined to include any person
that is (i) the owner of 15% or more of the
52
<PAGE>
outstanding voting stock of the corporation, (ii) an affiliate or associate of
that corporation and was the owner of 15% or more of the outstanding voting
stock of the corporation, at any time within three years immediately prior to
the relevant date, and (iii) an affiliate or associate of the persons described
in the foregoing clauses (i) or (ii). Under certain circumstances, Section 203
of the DGCL makes it more difficult for an "interested stockholder" to effect
various business combinations with a corporation for a three-year period,
although the stockholders may, by adopting an amendment to the corporation's
certificate of incorporation or By-laws, elect for the corporation not to be
governed by Section 203, effective twelve months after adoption. None of the
Certificate of Incorporation, the Restated Certificate and the By-laws exempt
the Company from the restrictions imposed under Section 203 of the DGCL. It is
anticipated that the provisions of Section 203 of the DGCL may encourage
companies interested in acquiring the Company to negotiate in advance with the
Board of Directors of the Company because the stockholder approval requirement
would be avoided if a majority of the directors then in office approve either
the business combination or the transaction that results in the stockholder
becoming an interested stockholder.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer & Trust Company.
53
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of Common Stock in the public market, or the
perception that such sales could occur, could adversely affect the prevailing
market price of the Common Stock and the ability of the Company to raise equity
capital in the future. The Company cannot predict the effect, if any, that sales
of shares of Common Stock, or the availability of such shares for future sales,
will have on future market prices of the Common Stock. Such sales also may make
it more difficult for the Company to sell equity securities or equity-related
securities in the future at the time and price it deems appropriate.
Upon completion of the Offering, the Company will have, 55,092,330 shares of
Common Stock outstanding, assuming no exercise of the Underwriters'
over-allotment option and no exercise of then outstanding options. Of these
shares, the 3,600,000 shares sold in the Offering and the 7,153,000 shares sold
in the Initial Public Offering (except those shares acquired by affiliates of
the Company) will be freely tradeable, without restriction, under the Securities
Act. The remaining 44,339,330 shares will be "restricted securities" within the
meaning of Rule 144 promulgated under the Securities Act. Of these restricted
securities, approximately 44,141,670 will be subject to the restrictions on
sales described below. Following the expiration of such restrictions, all of the
restricted securities will be immediately eligible for sale, subject to the
volume limitations and other restrictions of Rule 144 (but not the holding
period requirement), except that approximately 26,000 of the restricted
securities will not become eligible for sale until expiration of applicable
holding periods.
In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned Restricted Shares for at
least two years (including, in certain circumstances, the holding period of a
prior owner) would be entitled to sell within any three-month period a number of
shares that does not exceed the greater of: (i) one percent of the number of
shares of Common Stock then outstanding (which will equal approximately 550,923
shares immediately after the Offering); or (ii) the average weekly trading
volume of the Common Stock during the four calendar weeks preceding the filing
of a Form 144 with respect to such sale. Sales under Rule 144 are also subject
to certain "manner of sale" provisions and notice requirements and to the
availability of current public information about TeleTech. Under Rule 144(k), a
person who is not deemed to have been an affiliate of TeleTech at any time
during the 90 days preceding a sale, and who has beneficially owned the shares
proposed to be sold for at least three years (including, in certain
circumstances, the holding period of a prior owner), is entitled to sell such
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144; therefore, unless otherwise
restricted, "144(k) shares" may be sold immediately upon the completion of the
Offering.
In addition, any employee, officer or director of or consultant to TeleTech
who purchased his or her shares pursuant to a written compensatory plan or
contract may be entitled to rely on the resale provisions of Rule 701. Rule 701
permits affiliates to sell their Rule 701 shares under Rule 144 without
complying with the holding period requirements of Rule 144. Rule 701 further
provides that non-affiliates may sell such shares in reliance on Rule 144
without having to comply with the public information, volume limitation or
notice provisions of Rule 144.
All of the directors and officers of the Company, the Selling Stockholders
and certain other stockholders of the Company have agreed not to offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock, or any securities convertible into or exercisable or exchangeable for
Common Stock, through January 27, 1997 (180 days after the date of the
prospectus for the Initial Public Offering) without the prior written consent of
Morgan Stanley & Co. Incorporated. See "Underwriters."
Following the Offering, the Company intends to file under the Securities Act
one or more registration statements on Form S-8 to register all of the shares of
Common Stock (i) subject to outstanding options and reserved for future option
grants under the Option Plan and the Directors Option Plan and (ii) that the
Company intends to offer for sale to its employees pursuant to the ESPP. These
registration statements are expected to become effective upon filing and shares
covered by these registration statements will be eligible
54
<PAGE>
for sale, subject, in the case of affiliates only, to the restrictions of Rule
144, other than the holding period requirement, and subject to expiration of the
lock-up agreements with the Underwriters. As of October 1, 1996, outstanding
options to acquire an aggregate of 1,010,833 shares of Common Stock were
currently exercisable.
Pursuant to the Amended and Restated Investment Agreement, the Existing
Stockholders may, by majority vote, require TeleTech, at its sole expense, to
register under the Securities Act all or part of their Common Stock. In
addition, if TeleTech proposes to register any of its securities under the
Securities Act for its own account, the Existing Stockholders may require
TeleTech, at its sole expense, to include in such registration all or part of
the 7,145,400 shares of Common Stock that will be owned by the Existing
Stockholders after the Offering. An aggregate of 1,154,600 shares are being
registered by the Existing Stockholders in connection with the Offering. See
"Compensation Committee Interlocks and Insider Participation."
Under the terms of the Amended and Restated Stock Transfer and Registration
Rights Agreement, if TeleTech proposes to register any of its securities under
the Securities Act for its own account, the Common Stockholders may require
TeleTech, at its sole expense, to include in such registration all or part of
the 552,530 shares of Common Stock that will be held by the Common Stockholders
after the Offering. An aggregate of 98,900 shares of Common Stock are being
registered by the Common Stockholders in connection with the Offering. See
"Certain Relationships and Related Party Transactions."
55
<PAGE>
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS OF COMMON STOCK
The following discussion concerns the material United States federal income
and estate tax consequences of the ownership and disposition of shares of Common
Stock applicable to Non-U.S. Holders of such shares of Common Stock. In general,
a "Non-U.S. Holder" is any holder other than (i) a citizen or resident of the
United States, (ii) a corporation or partnership created or organized in the
United States or under the law of the United States or any State or (iii) an
estate or trust whose income is includible in gross income for United States
federal income tax purposes regardless of its source. The discussion is based on
current law, which is subject to change retroactively or prospectively, and is
for general information only. The discussion does not address all aspects of
federal income and estate taxation and does not address any aspects of state,
local or non-U.S. tax laws. The discussion does not consider any specific facts
or circumstances that may apply to a particular Non-U.S. Holder (including the
fact that in the case of a Non-U.S. Holder that is a partnership, the United
States tax consequences of holding and disposing of shares of Common Stock may
be affected by certain determinations made at the partner level). Accordingly,
prospective investors are urged to consult their tax advisors regarding the
United States federal, state, local and non-U.S. income and other tax
consequences of holding and disposing of shares of Common Stock.
DIVIDENDS. Dividends, if any (see "Dividend Policy"), paid to a Non-U.S.
Holder generally will be subject to United States withholding tax at a 30% rate
(or a lower rate as may be prescribed by an applicable tax treaty) unless the
dividends are effectively connected with a trade or business of the Non-U.S.
Holder within the United States. Dividends effectively connected with a trade or
business will generally not be subject to withholding (if the Non-U.S. Holder
properly files an executed United States Internal Revenue Service ("IRS") Form
4224 with the payor of the dividend) and generally will be subject to United
States federal income tax on a net income basis at regular graduated rates. In
the case of a Non-U.S. Holder which is a corporation, such effectively connected
income also may be subject to the branch profits tax (which is generally imposed
on a foreign corporation on the repatriation from the United States of
effectively connected earnings and profits). The branch profits tax may not
apply if the recipient is a qualified resident of certain countries with which
the United States has an income tax treaty. To determine the applicability of a
tax treaty providing for a lower rate of withholding, dividends paid to a
stockholder's address of record in a foreign country are presumed, under the
current IRS position, to be paid to a resident of that country, unless the payor
has knowledge that such presumption is not warranted or an applicable tax treaty
(or United States Treasury Regulations thereunder) requires some other method
for determining a non-U.S. Holder's residence. However, recently proposed U.S.
Treasury Regulations, if adopted, would modify the forms and procedures for this
certification.
SALE OF COMMON STOCK. Generally, a Non-U.S. Holder will not be subject to
United States federal income tax on any gain realized upon the disposition of
such holder's shares of Common Stock unless (i) the gain is effectively
connected with a trade or business carried on by the Non-U.S. Holder with the
United States (in which case the branch profits tax may apply); (ii) the
Non-U.S. Holder is an individual who holds the shares of Common Stock as a
capital asset and is present in the United States for 183 days or more in the
taxable year of the disposition and to whom such gain is United States source;
(iii) the Non-U.S. Holder is subject to tax pursuant to the provisions of U.S.
tax law applicable to certain former United States citizens or residents; or
(iv) the Company is or has been a "U.S. real property holding corporation" for
federal income tax purposes (which the Company does not believe that it is or is
likely to become) at any time during the five year period ending on the date of
disposition (or such shorter period that such shares were held) and, subject to
certain exceptions, the Non-U.S. Holder held, directly or indirectly, more than
five percent of the Common Stock.
ESTATE TAX. Shares of Common Stock owned or treated as owned by an
individual who is not a citizen or resident (as specifically defined for United
States federal estate tax purposes) of the United States at the time of death
may be subject to United States federal estate tax.
56
<PAGE>
BACKUP WITHHOLDING AND INFORMATION REPORTING
DIVIDENDS. The Company must report annually to the IRS and to each Non-U.S.
Holder the amount of dividends paid to and the tax withheld, if any, with
respect to such holder. These information reporting requirements apply
regardless of whether withholding was reduced by an applicable tax treaty.
Copies of these information returns may also be available under the provisions
of a specific treaty or agreement with the tax authorities in the country in
which the Non-U.S. Holder resides. Dividends that are subject to United States
withholding tax at the 30% statutory rate or at a reduced tax treaty rate and
dividends that are effectively connected with the conduct of a trade or business
in the United States (if certain certification and disclosure requirements are
met) are exempt from backup withholding of U.S. federal income tax. In general,
backup withholding at a rate of 31% and information reporting will apply to
other dividends paid on shares of Common Stock to holders that are not "exempt
recipients" and fail to provide in the manner required certain identifying
information (such as the holder's name, address and taxpayer identification
number). Generally, individuals are not exempt recipients, whereas corporations
and certain other entities generally are exempt recipients.
DISPOSITIONS OF COMMON STOCK. The payment of the proceeds from the
disposition of shares of Common Stock through the United States office of a
broker will be subject to information reporting and backup withholding unless
the holder, under penalties of perjury, certifies, among other things, its
status as a Non-U.S. Holder, or otherwise establishes an exemption. Generally,
the payment of the proceeds from the disposition of shares of Common Stock to or
through a non-U.S. office of a broker will not be subject to backup withholding
and will not be subject to information reporting. In the case of the payment of
proceeds from the disposition of shares of Common Stock through a non-U.S.
office of a broker that is a U.S. person or a "U.S.-related person," existing
regulations require information reporting (but not backup withholding) on the
payment unless the broker receives a statement from the owner, signed under
penalties of perjury, certifying, among other things, its status as a Non-U.S.
Holder, or the broker has documentary evidence in its files that the owner is a
Non-U.S. Holder and the broker has no actual knowledge to the contrary. For tax
purpose, a "U.S.-related person" is (i) a "controlled foreign corporation" for
United States federal income tax purposes or (ii) a foreign person 50% or more
of whose gross income from all sources for the three year period ending with the
close of its taxable year preceding the payment (or for such part of the period
that the broker has been in existence) is derived from activities that are
effectively connected with the conduct of a United States trade or business.
Any amount withheld from a payment to a Non-U.S. Holder under the backup
withholding rules will be allowed as a credit against such holder's United
States federal income tax liability and may entitle such holder to a refund,
provided that the required information is furnished to the IRS. Non-U.S. Holders
should consult their tax advisors regarding the application of these rules to
their particular situations, the availability of an exemption therefrom and the
procedures for obtaining such an exemption, if available.
57
<PAGE>
UNDERWRITERS
Under the terms and subject to conditions contained in an Underwriting
Agreement dated the date hereof, the U.S. Underwriters named below, for whom
Morgan Stanley & Co. Incorporated, Alex. Brown & Sons Incorporated and Smith
Barney Inc. are serving as U.S. Representatives, have severally agreed to
purchase, and the Selling Stockholders have severally agreed to sell, and the
International Underwriters named below, for whom Morgan Stanley & Co.
International Limited, Alex. Brown & Sons Incorporated and Smith Barney Inc. are
serving as International Representatives (collectively with the U.S.
Representatives, the "Representatives"), have severally agreed to purchase, and
the Selling Stockholders have severally agreed to sell, the respective number of
shares of Common Stock that in the aggregate equal the number of shares set
forth opposite the names of such Underwriters below:
<TABLE>
<CAPTION>
NUMBER
NAME OF SHARES
- ------------------------------------------------------------------------------------------- ----------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated......................................................
Alex. Brown & Sons Incorporated........................................................
Smith Barney Inc.......................................................................
----------
Subtotal........................................................................... 2,880,000
----------
International Underwriters:
Morgan Stanley & Co. International Limited.............................................
Alex. Brown & Sons Incorporated........................................................
Smith Barney Inc.......................................................................
----------
Subtotal........................................................................... 720,000
----------
Total.............................................................................. 3,600,000
----------
----------
</TABLE>
The U.S. Underwriters and the International Underwriters are collectively
referred to as the "Underwriters." The Underwriting Agreement provides that the
obligations of the several Underwriters to pay for and accept delivery of the
shares of Common Stock offered hereby are subject to the approval of certain
legal matters by counsel and to certain other conditions, including the
conditions that no stop order suspending the effectiveness of the Registration
Statement is in effect and no proceedings for such purpose are pending before or
threatened by the Securities and Exchange Commission and that there has been no
material adverse change or any development involving a prospective material
adverse change in the earnings, results of operations or financial condition of
the Company and its subsidiaries, taken as a whole, from that set forth in the
Registration Statement. The Underwriters are obligated to take and pay for all
of the shares of Common Stock offered hereby (other than those covered by the
over-allotment option described below) if any are taken.
58
<PAGE>
Pursuant to the Agreement Between U.S. and International Underwriters, each
U.S. Underwriter has represented and agreed that, with certain exceptions set
forth below, (i) it is not purchasing any U.S. Shares (as defined below) for the
account of anyone other than a United States or Canadian Person (as defined
below) and (ii) it has not offered or sold, and will not offer or sell, directly
or indirectly, any U.S. Shares or distribute this Prospectus outside the United
States or Canada or to anyone other than a United States or Canadian Person.
Pursuant to the Agreement Between U.S. and International Underwriters, each
International Underwriter has represented and agreed that, with certain
exceptions set forth below, (a) it is not purchasing any International Shares
(as defined below) for the account of any United States or Canadian Person and
(b) it has not offered or sold, and will not offer or sell, directly or
indirectly, any International Shares or distribute this Prospectus within the
United States or Canada or to any United States or Canadian Person. The
foregoing limitations do not apply to stabilization transactions or to certain
other transactions specified in the Agreement Between U.S. and International
Underwriters. With respect to Smith Barney Inc. and Alex. Brown & Sons
Incorporated, the foregoing representations or agreements (a) made by them in
their capacity as U.S. Underwriters shall apply only to shares of Common Stock
purchased by them in their capacity as U.S. Underwriters, (b) made by them in
their capacity as International Underwriters shall apply only to shares of
Common Stock purchased by them in their capacity as International Underwriters
and (c) shall not restrict their ability to distribute this Prospectus to any
person. As used herein, "United States or Canadian Person" means any national or
resident of the United States or Canada or any corporation, pension,
profit-sharing or other trust or other entity organized under the laws of the
United States or Canada or of any political subdivision thereof (other than a
branch located outside of the United States and Canada of any United States or
Canadian Person) and includes any United States or Canadian branch of a person
who is not otherwise a United States or Canadian Person, and "United States"
means the United States of America, its territories, its possessions and all
areas subject to its jurisdiction. All shares of Common Stock to be offered by
the U.S. Underwriters and International Underwriters under the Underwriting
Agreement are referred to herein as the "U.S. Shares" and the "International
Shares," respectively.
Pursuant to the Agreement Between U.S. and International Underwriters, sales
may be made between the U.S. Underwriters and the International Underwriters of
any number of shares of Common Stock to be purchased pursuant to the
Underwriting Agreement as may be mutually agreed. The per share price and
currency settlement of any shares of Common Stock so sold shall be the public
offering price range set forth on the cover page hereof, in United States
dollars, less an amount not greater than the per share amount of the concession
to dealers set forth below.
Pursuant to the Agreement Between U.S. and International Underwriters, each
U.S. Underwriter has represented that it has not offered or sold, and has agreed
not to offer or sell, any shares of Common Stock, directly or indirectly, in
Canada in contravention of the securities laws of Canada or any province or
territory thereof and has represented that any offer of such shares in Canada
will be made only pursuant to an exemption from the requirement to file a
prospectus in the province or territory of Canada in which such offer is made.
Each U.S. Underwriter has further agreed to send to any dealer who purchases
from it any shares of Common Stock a notice starting in substance that, by
purchasing such shares, such dealer represents and agrees that it has not
offered or sold, and will not offer or sell, directly or indirectly, any of such
shares in Canada in contravention of the securities laws of Canada or any
province or territory thereof and that any offer of shares of Common Stock in
Canada will be made only pursuant to an exemption from the requirement to file a
prospectus in the province or territory of Canada in which such offer is made,
and that such dealer will deliver to any other dealer to whom it sells any of
such shares a notice to the foregoing effect.
Pursuant to the Agreement Between U.S. and International Underwriters, each
International Underwriter has represented that (i) it has not offered or sold
and will not offer or sell any shares of Common Stock to persons in the United
Kingdom except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995 (the
"Regulations"); (ii) it has complied and will comply with all applicable
provisions of the Financial Services
59
<PAGE>
Act 1986 and the Regulations with respect to anything done by it in relation to
such shares in, from or otherwise involving the United Kingdom; and (iii) it has
only issued or passed on and will only issue or pass on to any person in the
United Kingdom any document received by it in connection with the issue of such
shares, if that person is of a kind described in Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995, or is a
person to whom such document may otherwise lawfully be issued or passed on.
Pursuant to the Agreement Between U.S. and International Underwriters, each
International Underwriter has represented and agreed that it has not offered or
sold, and will not offer or sell, directly or indirectly, in Japan or to or for
the account of any resident thereof, any shares of Common Stock acquired in
connection with the Offering, except for offers or sales of Japanese
International Underwriters or dealers and except pursuant to any exemption from
the registration requirements of the Securities and Exchange Law of Japan. Each
International Underwriter has further agreed to send to any dealer who purchases
from it any of such shares of Common Stock a notice stating in substance that
such dealer may not offer or sell any of such shares, directly or indirectly, in
Japan or to or for the account of any resident thereof, except pursuant to any
exemption from the registration requirements of the Securities and Exchange Law
of Japan, and that such dealer will send to any other dealer to whom it sells
any of such shares a notice to the foregoing effect.
The Underwriters propose to offer part of the shares of Common Stock offered
hereby directly to the public at the public offering price set forth in the
cover page hereof and part to certain dealers at a price which represents a
concession not in excess of $ per share under the public offering price. The
Underwriters may allow, and such dealers may re-allow, a concession not in
excess of $ per share to other Underwriters or to certain other dealers.
After the initial offering of the shares of Common Stock, the offering price and
other selling terms may from time to time be varied by the Representatives.
Pursuant to the Underwriting Agreement, the Company has granted to the U.S.
Underwriters an option, exercisable for 30 days from the date of this
Prospectus, to purchase up to an additional 540,000 shares of Common Stock at
the public offering price set forth on the cover page hereof, less underwriting
discounts and commissions. The U.S. Underwriters may exercise such option to
purchase solely for the purpose of covering over-allotments, if any, incurred in
the sale of the shares of Common Stock offered hereby. To the extent such option
is exercised, each U.S. Underwriter will become obligated, subject to certain
conditions, to purchase approximately the same percentage of such additional
shares as the number set forth next to such U.S. Underwriters' name in the
preceding table bears to the total number of shares of Common Stock offered
hereby to the U.S. Underwriters.
The Representatives have informed the Company and the Selling Stockholders
that the Underwriters do not intend to confirm sales to accounts over which they
exercise discretionary authority.
The Company, the Selling Stockholders and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act.
See "Shares Eligible for Future Sale" for a description of certain
arrangements by which all officers and directors and certain stockholders of the
Company have agreed not to sell or otherwise dispose of Common Stock or
convertible securities of the Company through January 27, 1996 (180 days after
the date of the prospectus for the Initial Public Offering) without the prior
consent of Morgan Stanley & Co. Incorporated. The Company and the Selling
Stockholders have agreed in the Underwriting Agreement that they will not,
directly or indirectly, without the prior written consent of Morgan Stanley &
Co. Incorporated, offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase or otherwise transfer or dispose of any shares of
Common Stock or any securities convertible into or exchangeable for Common
Stock, through January 27, 1997, except under certain circumstances.
In connection with the offering, certain Underwriters and selling group
members may engage in passive market making transactions in the Common Stock on
the Nasdaq National Market immediately prior to the commencement of sales, in
accordance with Rule 10b-6A under the Exchange Act. Passive market making
60
<PAGE>
consists of, among other things, displaying bids on the Nasdaq National Market
limited by the bid prices of independent market makers and purchases limited by
such prices and effected in response to order flow. Net purchases by a passive
market maker on each day are limited to a specified percentage of the passive
market maker's average daily trading volume in the Common Stock during a
specified prior period, and all passive market making activity must be
discontinued when such limit is reached. Passive market making may stabilize the
market price of the Common Stock at a level above that which might otherwise
prevail and, if commenced, may be discontinued at any time.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for TeleTech by Neal, Gerber & Eisenberg, Chicago, Illinois. Certain legal
matters in connection with the Offering will be passed upon for the Underwriters
by Katten Muchin & Zavis, Chicago, Illinois. Certain partners of and attorneys
associated with Neal, Gerber & Eisenberg beneficially own shares of Common
Stock.
EXPERTS
The financial statements of TeleTech as of December 31, 1994 and 1995, and
for each of the two years in the period ended December 31, 1995 and the
financial statements Access 24 for the 10 months ended December 31, 1995 and for
the year ended February 28, 1995 included in this Prospectus and elsewhere in
the Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
The financial statements of TeleTech as of December 31, 1993 and for the 11
month period ended December 31, 1993 included in this Prospectus and elsewhere
in the Registration Statement have been audited by Gumbiner, Savett, Finkel,
Fingleson & Rose, Inc. (formerly Gumbiner, Savett, Friedman & Rose, Inc.),
independent public accountants, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
CHANGE IN INDEPENDENT ACCOUNTANTS
In December 1994, Gumbiner, Savett, Finkel, Fingelson & Rose, Inc. resigned,
and Arthur Andersen LLP was retained, as the Company's independent public
accountants. The reports of Gumbiner, Savett, Finkel, Fingelson & Rose, Inc. on
the combined financial statements of TeleTech Telecommunications, Inc. and
TeleTech Teleservices, Inc. as of December 31, 1993 and for the 11 month period
ended December 31, 1993 included herein contain no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
application of accounting principles. During the engagement of Gumbiner, Savett,
Finkel, Fingelson & Rose, Inc. by the Company, there were no disagreements
between the Company and such firm on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
ADDITIONAL INFORMATION
TeleTech has filed with the Commission under the Securities Act a
Registration Statement on Form S-1 with respect to the Common Stock offered
hereby. This Prospectus, which constitutes a part of the Registration Statement,
omits certain of the information contained in the Registration Statement and the
exhibits and schedules thereto on file with the Commission pursuant to the
Securities Act and the rules and regulations of the Commission thereunder. For
further information with respect to TeleTech and the Common Stock, reference is
made to the Registration Statement and the exhibits and schedules thereto. The
Registration Statement, including exhibits and schedules thereto, may be
inspected and copied at the public reference facilities maintained by the
Commission, including at the Commission's Public Reference Room, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the Commission's
Regional Offices at 7 World Trade Center, Suite 1300, New York, New York 10048
and Citicorp Center, 500 West Madison
61
<PAGE>
Street, Suite 1400, Chicago, Illinois 60661. Copies may be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office in Washington, D.C. Such materials also may be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov.
Statements contained in this Prospectus as to the contents of any contract
or other document referred to are not necessarily complete and in each instance
reference is made to the copy of such contract or other documents filed as an
exhibit to the Registration Statement, each such statement being qualified in
its entirety by such reference.
The Company is subject to the informational requirements of the Exchange Act
and, in accordance therewith, files reports, proxy materials and other
information with the Commission. Such reports, proxy materials and other
information concerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission, including at the Commission's
Public Reference Room, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549, and at the Commission's Regional Offices at 7 World Trade Center, Suite
1300, New York, New York, 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies may be obtained at prescribed rates
from the Public Reference Section of the Commission at its principal office in
Washington, D.C. Such materials also may be accessed electronically by means of
the Commission's home page on the Internet at http://www.sec.gov. The Common
Stock is listed on the Nasdaq National Market and such reports, proxy materials
and other information also can be inspected at the offices of the Nasdaq Stock
Market, Inc. at 1735 K Street, N.W., Washington, D.C. 20549.
62
<PAGE>
INDEX TO FINANCIAL STATEMENTS
TELETECH HOLDINGS, INC.
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Report of Gumbiner, Savett, Finkel, Fingleson & Rose, Inc. (formerly Gumbiner, Savett, Friedman & Rose,
Inc.)..................................................................................................... F-2
Report of Arthur Andersen LLP.............................................................................. F-3
Consolidated and Combined Balance Sheets as of December 31, 1994 and 1995, and
June 30, 1996............................................................................................. F-4
Consolidated and Combined Statements of Income for the eleven months ended December 31, 1993, the years
ended December 31, 1994 and 1995 and the six months ended June 30, 1995 and 1996.......................... F-6
Consolidated and Combined Statements of Stockholders' Equity for the years ended December 1994 and 1995 and
the six months ended June 30, 1995 and 1996............................................................... F-7
Consolidated and Combined Statements of Cash Flows for the eleven months ended December 31, 1993, the years
ended December 31, 1994 and 1995 and the six months ended June 30, 1995 and 1996.......................... F-8
Notes to Consolidated and Combined Financial Statements for the years ended December 31, 1994 and 1995 and
for the eleven months ended December 31, 1993 and for the six months ended June 30, 1995 and 1996......... F-10
</TABLE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED
AND CONTROLLED ENTITIES
(ALL AMOUNTS PRESENTED IN AUSTRALIAN DOLLARS, "A$")
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Report of Arthur Andersen Chartered Accountants............................................................ F-28
Consolidated Balance Sheets as of February 28, 1995 and December 31, 1995.................................. F-29
Consolidated Profit and Loss Accounts for the year ended February 28, 1995 and the ten months ended
December 31, 1995......................................................................................... F-30
Consolidated Statements of Cash Flows for the year ended February 28, 1995 and the ten months ended
December 31, 1995......................................................................................... F-31
Notes to the Consolidated Financial Statements for the years ended February 28, 1995 and the ten months
ended December 31, 1995................................................................................... F-32
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
The Board of Directors
TeleTech Holdings, Inc.
Denver, Colorado
We have audited the accompanying combined statements of income and cash
flows of TeleTech Telecommunications, Inc. and TeleTech Teleservices, Inc. ("the
Companies") (see Note 1) for the eleven months ended December 31, 1993. These
combined statements of income and cash flows are the responsibility of the
Companies' management. Our responsibility is to express an opinion on these
combined statements of income and cash flows based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the combined statements of income and cash
flows are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the combined
statements of income and cash flows. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the combined statements of income and
cash flows. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the combined statements of income and cash flows referred to
above present fairly, in all material respects, the results of the Companies'
operations and cash flows for the eleven months ended
December 31, 1993 in conformity with generally accepted accounting principles.
GUMBINER, SAVETT, FINKEL, FINGLESON & ROSE, INC.
(formerly Gumbiner, Savett, Friedman & Rose, Inc.)
Santa Monica, California
April 13, 1994.
F-2
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To TeleTech Holdings, Inc.:
We have audited the accompanying consolidated and combined balance sheets of
TELETECH HOLDINGS, INC. (a Delaware corporation) and subsidiaries, as of
December 31, 1994 and 1995, and the related consolidated and combined statements
of income, stockholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated and combined financial statements referred
to above present fairly, in all material respects, the consolidated and combined
financial position of TeleTech Holdings, Inc. and subsidiaries as of December
31, 1994 and 1995, and the results of their operations and their cash flows for
the years then ended in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Denver, Colorado,
February 10, 1996.
F-3
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED AND COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31
----------------------------
ASSETS 1994 1995
- -------------------------------------------------------------------- ------------- ------------- JUNE 30, 1996
-------------
(UNAUDITED)
(NOTE 1)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents......................................... $ 37,733 $ 42,304 $ 1,327,476
Short-term investments............................................ -- 10,361,213 8,303,961
Accounts receivable, net of allowance for doubtful accounts of
$172,512, $788,907 and $1,271,631, respectively.................. 4,298,147 9,786,123 26,295,312
Prepaids and other assets......................................... 201,439 238,022 592,226
Deposits.......................................................... 123,883 220,243 435,699
Deferred tax asset (Note 8)....................................... -- 485,742 638,000
------------- ------------- -------------
Total current assets............................................ 4,661,202 21,133,647 37,592,674
------------- ------------- -------------
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$3,935,136, $6,059,424 and $7,837,387, respectively................ 5,386,456 9,103,701 19,244,276
------------- ------------- -------------
OTHER ASSETS:
Deposits.......................................................... 53,968 -- --
Deferred contract costs (net of amortization of $506,276 at June
30, 1996) (Note 1)............................................... -- 345,978 1,907,196
Goodwill (net of amortization of $132,000) (Note 1)............... -- -- 3,125,000
Investment in affiliated company accounted for under the equity
method........................................................... -- -- 693,000
Other assets...................................................... -- -- 1,188,573
------------- ------------- -------------
Total assets.................................................... $ 10,101,626 $ 30,583,326 $ 63,750,719
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these balance sheets.
F-4
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED AND COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31
--------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY 1994 1995
- ------------------------------------------------------------------------ ------------ ------------ JUNE 30,
1996
------------
(UNAUDITED)
(NOTE 1)
<S> <C> <C> <C>
CURRENT LIABILITIES:
Bank overdraft........................................................ $ 560,490 $ 1,427,017 $ --
Short term borrowings (Note 6)........................................ 638,635 1,000,000 9,000,000
Current portion of capital lease obligations
(Note 4)............................................................. 401,001 1,255,966 3,285,408
Current portion of other long-term debt (Note 5)...................... 624,483 195,660 171,386
Current portion of subordinated notes payable to stockholder (Note
7)................................................................... 145,299 -- --
Accounts payable...................................................... 1,442,503 2,604,297 6,538,150
Accrued employee compensation......................................... 962,664 1,742,915 4,266,410
Other accrued expenses................................................ 475,142 1,261,984 5,892,432
Customer advances and deposits........................................ 165,756 292,626 1,106,039
Deferred income....................................................... 25,683 47,699 599,557
------------ ------------ ------------
Total current liabilities........................................... 5,441,656 9,828,164 30,859,382
DEFERRED TAX LIABILITIES (Note 8)....................................... -- 507,365 499,000
LONG-TERM DEBT, net of current portion:
Capital lease obligations (Note 4).................................... 911,578 3,192,997 7,029,752
Subordinated note payable to stockholder
(Note 7)............................................................. 959,038 -- --
Other debt (Note 5)................................................... 592,282 396,618 324,516
------------ ------------ ------------
Total liabilities................................................... 7,904,554 13,925,144 38,712,650
------------ ------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 9)
MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK (Notes 1 and 11):
$6.45 par value, 1,860,000 shares authorized, zero, 1,860,000, and
1,860,000, shares respectively issued and outstanding (including
accrued dividends of zero, $867,430 and $1,289,860).................. -- 12,867,430 13,289,860
------------ ------------ ------------
STOCKHOLDERS' EQUITY (Note 1):
Common stock, $.01 par value, 150,000,000 shares authorized, zero,
40,700,000 and 41,746,240 shares, respectively, issued and zero,
40,700,000 and 41,746,240 shares, respectively, outstanding.......... -- 407,000 417,462
Common stock of combined entities, no par value 10,000,000 shares
authorized, 127,500, zero and zero shares, respectively, issued and
outstanding.......................................................... 25,000 -- --
Additional paid-in capital............................................ -- 1,846,472 7,067,210
Cumulative translation adjustment..................................... -- -- 147,103
Unearned compensation-restricted stock................................ -- -- (316,664)
Retained earnings..................................................... 2,172,072 1,537,280 4,433,098
------------ ------------ ------------
Total stockholders' equity.......................................... 2,197,072 3,790,752 11,748,209
------------ ------------ ------------
Total liabilities and stockholders' equity.......................... $ 10,101,626 $ 30,583,326 $ 63,750,719
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these balance sheets.
F-5
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
ELEVEN
MONTHS ENDED YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
DECEMBER 31, -------------------------- --------------------------
1993 1994 1995 1995 1996
------------ ------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES.................................... $ 19,519,593 $ 35,462,172 $ 50,467,490 $ 22,290,974 $ 56,618,631
------------ ------------ ------------ ------------ ------------
OPERATING EXPENSES:
Costs of services......................... 10,726,189 17,405,789 27,245,961 11,875,669 31,720,505
Selling, general and administrative
expenses................................. 7,956,176 15,860,157 18,625,431 8,593,735 18,618,882
------------ ------------ ------------ ------------ ------------
Total operating expenses................ 18,682,365 33,265,946 45,871,392 20,469,404 50,339,387
------------ ------------ ------------ ------------ ------------
INCOME FROM OPERATIONS...................... 837,228 2,196,226 4,596,098 1,821,570 6,279,244
------------ ------------ ------------ ------------ ------------
OTHER INCOME (EXPENSES):
Interest expense.......................... (299,552) (481,516) (459,589) (226,674) (459,570)
Interest income........................... -- -- 577,350 185,283 213,731
Equity in losses of affiliated company.... -- -- -- -- (56,000)
Other (Note 14)........................... -- -- 2,371,221 2,414,372 (242,297)
------------ ------------ ------------ ------------ ------------
(299,552) (481,516) 2,488,982 2,372,981 (544,136)
------------ ------------ ------------ ------------ ------------
Income before income taxes.............. 537,676 1,714,710 7,085,080 4,194,551 5,735,108
PROVISION (BENEFIT) FOR INCOME TAXES........ (10,000) 19,736 2,928,996 1,774,234 2,416,860
------------ ------------ ------------ ------------ ------------
Net income.............................. $ 547,676 $ 1,694,974 $ 4,156,084 $ 2,420,317 $ 3,318,248
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
SHARES USED IN COMPUTING PRO FORMA NET
INCOME PER COMMON AND COMMON EQUIVALENT
SHARE...................................... 54,304,486 54,280,779 54,328,193
------------ ------------ ------------
------------ ------------ ------------
PRO FORMA NET INCOME PER COMMON AND COMMON
EQUIVALENT SHARE........................... $.08 $.04 $.06
------------ ------------ ------------
------------ ------------ ------------
PRO FORMA NET INCOME AND EARNINGS PER COMMON
SHARE (UNAUDITED)
(Notes 1 and 8):
Historical net income before income
taxes.................................. $ 537,676 $ 1,714,710
Historical provision (benefit) for
income taxes........................... (10,000) 19,736
Pro forma income tax effects............ 248,996 657,866
------------ ------------
Pro forma net income.................... $ 298,680 $ 1,037,108
------------ ------------
------------ ------------
Pro forma common shares outstanding..... 43,752,831 43,752,831
------------ ------------
------------ ------------
Pro forma earnings per common share..... $.01 $.02
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of these statements.
F-6
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
MANDATORILY
REDEEMABLE,
CONVERTIBLE
PREFERRED
TREASURY STOCK STOCK
----------------- ------------------------
SHARES AMOUNT SHARES AMOUNT
------ --------- ---------- ------------
<S> <C> <C> <C> <C>
BALANCES, January 1, 1994.....
Distribution to
stockholder................
Net income..................
BALANCES, December 31, 1994... -- $ --
Issue of Preferred Stock
(Note 11).................. 1,860,000 12,000,000
Adjustment to reclassify
retained earnings to
additional paid in capital
upon termination of S
corporation election (Note
11)........................ -- --
Stock exchange (Note 1)..... -- --
Distribution to
stockholder................ -- --
Net Income.................. -- --
Dividends accrued on
Preferred Stock (Note
11)........................ -- 867,430
------ --------- ---------- ------------
BALANCES, December 31, 1995... 1,860,000 12,867,430
Purchase of Access 24 (Note
16)........................ -- --
Cumulative translation
adjustments................ -- --
Net income.................. -- --
Dividends accrued on
Preferred Stock (Note
11)........................ -- 422,430
Issuance of restricted stock
for compensation........... -- --
Compensation expense with
respect to restricted
stock...................... -- --
------ --------- ---------- ------------
BALANCES, June 30, 1996
(unaudited).................. -- $ -- 1,860,000 13,289,860
Pro forma adjustments:
Initial public offering of
Common
Stock...................... -- -- -- --
Acquisition of Treasury
Stock...................... 98,810 (988,100) -- --
Conversion of Mandatorily
Redeemable Preferred Stock
to Common Stock (Note
11)........................ -- (1,860,000) (13,289,860)
------ --------- ---------- ------------
BALANCES, Pro Forma June 30,
1996 (unaudited)............. 98,810 (988,100) -- $ --
------ --------- ---------- ------------
------ --------- ---------- ------------
<CAPTION>
STOCKHOLDERS' EQUITY
---------------------------------------------------------------------------------------------------
COMMON UNEARNED
COMMON STOCK STOCK OF ADDITIONAL CUMULATIVE COMPENSATION- TOTAL
-------------------- COMBINED PAID-IN TRANSLATION RESTRICTED RETAINED STOCKHOLDERS'
SHARES AMOUNT ENTITIES CAPITAL ADJUSTMENT STOCK EARNINGS EQUITY
---------- -------- -------- ----------- ---------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCES, January 1, 1994..... $25,000 $ -- $ -- $ -- $ 917,098 $ 942,098
Distribution to
stockholder................ -- -- -- -- (440,000) (440,000)
Net income.................. -- -- -- -- 1,694,974 1,694,974
-------- ----------- ---------- ------------- ---------- -------------
BALANCES, December 31, 1994... -- $ -- 25,000 -- -- -- 2,172,072 2,197,072
Issue of Preferred Stock
(Note 11).................. -- -- -- -- -- -- -- --
Adjustment to reclassify
retained earnings to
additional paid in capital
upon termination of S
corporation election (Note
11)........................ -- -- -- 2,172,072 -- -- (2,172,072) --
Stock exchange (Note 1)..... 40,700,000 407,000 (25,000 ) (325,600) -- -- (56,400) --
Distribution to
stockholder................ -- -- -- -- -- -- (1,694,974) (1,694,974)
Net Income.................. -- -- -- -- -- -- 4,156,084 4,156,084
Dividends accrued on
Preferred Stock (Note
11)........................ -- -- -- -- -- -- (867,430) (867,430)
---------- -------- -------- ----------- ---------- ------------- ---------- -------------
BALANCES, December 31, 1995... 40,700,000 407,000 -- 1,846,472 -- -- 1,537,280 3,790,752
Purchase of Access 24 (Note
16)........................ 970,240 9,702 -- 4,841,498 -- -- -- 4,851,200
Cumulative translation
adjustments................ -- -- -- -- 147,103 -- -- 147,103
Net income.................. -- -- -- -- -- -- 3,318,248 3,318,248
Dividends accrued on
Preferred Stock (Note
11)........................ -- -- -- -- -- -- (422,430) (422,430)
Issuance of restricted stock
for compensation........... 76,000 760 -- 379,240 -- (380,000) -- --
Compensation expense with
respect to restricted
stock...................... -- -- -- -- -- 63,336 -- 63,336
---------- -------- -------- ----------- ---------- ------------- ---------- -------------
BALANCES, June 30, 1996
(unaudited).................. 41,746,240 417,462 -- 7,067,210 147,103 (316,664) 4,433,098 11,748,209
Pro forma adjustments:
Initial public offering of
Common
Stock...................... 4,000,000 40,000 -- 52,525,000 -- -- -- 52,565,000
Acquisition of Treasury
Stock...................... -- -- -- -- -- -- -- (988,100)
Conversion of Mandatorily
Redeemable Preferred Stock
to Common Stock (Note
11)........................ 9,300,000 93,000 -- 13,196,860 -- -- -- 13,289,860
---------- -------- -------- ----------- ---------- ------------- ---------- -------------
BALANCES, Pro Forma June 30,
1996 (unaudited)............. 55,046,240 $550,462 $ -- $72,789,070 $147,103 $(316,664) $4,433,098 $76,614,969
---------- -------- -------- ----------- ---------- ------------- ---------- -------------
---------- -------- -------- ----------- ---------- ------------- ---------- -------------
</TABLE>
The accompanying notes are an integral part of these statements.
F-7
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
ELEVEN
MONTHS ENDED YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
DECEMBER 31, -------------------------- ----------------------------
1993 1994 1995 1995 1996
------------ ------------ ------------ ------------ --------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.......................... $ 547,676 $ 1,694,974 $ 4,156,084 $ 2,420,317 $ 3,318,248
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities--
Depreciation and amortization..... 722,753 1,164,696 2,124,287 972,534 2,379,481
Allowance for doubtful accounts... 302,408 (20,381) 616,395 67,125 482,724
Deferred taxes on income.......... (22,000) -- 21,623 156,000 (161,000)
Equity in loss of affiliated
company.......................... -- -- -- -- 56,000
Deferred compensation expense..... -- -- -- -- 63,336
Changes in assets and
liabilities--
Accounts receivable............. (4,804,330) 2,288,110 (6,104,371) (3,149,297) (15,703,913)
Prepaids and other assets....... (287,743) 49,447 (78,975) (147,067) (1,216,182)
Deferred contract costs......... -- -- (345,978) -- (2,066,560)
Accounts payable................ 2,298,421 (1,860,500) 1,161,794 1,020,752 2,960,800
Accrued expenses................ 133,076 200,925 786,842 142,157 3,940,450
Accrued employee compensation... (129,094) 328,371 780,251 587,807 2,163,750
Customer advances and deferred
income......................... 802,213 (680,600) 148,886 804,672 925,183
------------ ------------ ------------ ------------ --------------
Net cash provided by (used in)
operating activities........... (436,620) 3,165,042 3,266,838 2,875,000 (2,857,683)
------------ ------------ ------------ ------------ --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and
equipment.......................... (1,589,609) (1,932,312) (1,735,206) (439,255) (4,022,480)
Purchase of Access 24, net of cash
acquired........................... -- -- -- -- (2,431,000)
Proceeds from sale of interest in
Access 24 U.K. Limited............. -- -- -- -- 3,946,000
(Increase) decrease in short-term
investments........................ -- -- (10,361,213) (10,421,173) 2,057,252
------------ ------------ ------------ ------------ --------------
Net cash used in investing
activities..................... (1,589,609) (1,932,312) (12,096,419) (10,860,428) (450,228)
------------ ------------ ------------ ------------ --------------
</TABLE>
The accompanying notes are an integral part of these statements.
F-8
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
ELEVEN
MONTHS ENDED YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
DECEMBER 31, -------------------------- ---------------------------
1993 1994 1995 1995 1996
------------ ------------ ------------ ------------ -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in bank
overdraft............................... $ 81,277 $ 479,213 $ 866,527 $ (510,000) $ (1,427,017)
Net increase (decrease) in short-term
borrowings.............................. 832,000 (840,365) 361,365 (137,635) 8,000,000
Payments on long-term debt............... (157,756) (418,241) (624,487) (180,930) (756,067)
Proceeds from long-term debt
borrowings.............................. 1,042,374 475,000 -- -- --
Payments under capital lease
obligations............................. (99,984) (324,924) (969,942) (415,777) (1,324,833)
Payments under subordinated notes payable
to stockholder.......................... (49,695) (125,680) (1,104,337) (1,104,337) --
Distributions to stockholder -- (440,000) (1,694,974) (1,694,974) --
Issuance of preferred stock.............. -- -- 12,000,000 12,000,000 --
------------ ------------ ------------ ------------ -------------
Net cash provided by (used in)
financing activities................ 1,648,216 (1,194,997) 8,834,152 7,956,347 4,492,083
------------ ------------ ------------ ------------ -------------
Effect of exchange rate changes on cash.... -- -- -- -- 101,000
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS............................... (378,013) 37,733 4,571 (29,081) 1,285,172
CASH AND CASH EQUIVALENTS, beginning of
period.................................... 378,013 -- 37,733 37,733 42,304
------------ ------------ ------------ ------------ -------------
CASH AND CASH EQUIVALENTS, end of period... $ -- $ 37,733 $ 42,304 $ 8,652 $ 1,327,476
------------ ------------ ------------ ------------ -------------
------------ ------------ ------------ ------------ -------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid for interest................... $ 299,552 $ 455,375 $ 464,551 $ 224,000 $ 438,000
------------ ------------ ------------ ------------ -------------
------------ ------------ ------------ ------------ -------------
Cash paid for income taxes............... $ 108,085 $ 13,506 $ 2,423,591 $ 1,024,000 $ 1,050,000
------------ ------------ ------------ ------------ -------------
------------ ------------ ------------ ------------ -------------
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Assets acquired through capital leases... $ 2,137,884 $ 211,194 $ 4,106,326 $ 2,900,000 $ 5,752,000
------------ ------------ ------------ ------------ -------------
------------ ------------ ------------ ------------ -------------
Stock issued in purchase of Access 24.... $ -- $ -- $ -- $ -- $ 4,851,000
------------ ------------ ------------ ------------ -------------
------------ ------------ ------------ ------------ -------------
Restricted Stock issued under employment
agreement............................... $ -- $ -- $ -- $ -- $ 380,000
------------ ------------ ------------ ------------ -------------
------------ ------------ ------------ ------------ -------------
</TABLE>
The accompanying notes are an integral part of these statements.
F-9
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
TeleTech Holdings, Inc. ("THI" or the "Company") is a provider of outsourced
strategic customer care solutions for Fortune 1000 corporations in targeted
industries in the United States, United Kingdom, Australia and New Zealand.
Customer care encompasses a wide range of customer acquisition, retention and
satisfaction programs designed to maximize the lifetime value of the
relationship between the Company's clients and their customers.
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements are comprised of the accounts of THI
and its wholly owned subsidiaries, TeleTech Telecommunications, Inc., a
California corporation ("TTC"), TeleTech Teleservices, Inc., a Colorado
corporation ("TTS") and effective January 1, 1996, Access 24 and subsidiaries
(Note 16), (jointly "the Group"). Prior to January 1, 1995, the Group comprised
TTC and TTS, held under the common ownership of a sole stockholder ("the
Stockholder"). Financial statements for 1993 and 1994 represent the combined
financial statements of TTC and TTS.
In January 1995, a Preferred Stock Purchase Agreement and an Investment
Agreement (collectively the "Agreements") were executed by TeleTech Investors
General Partnership ("TIGP"), Essaness Theaters Corporation ("Essaness") and the
Stockholder. The Stockholder of TTC and TTS contributed 100% of his shares in
these companies to THI, a newly formed Delaware corporation, in exchange for
40,700,000 shares of THI's common stock, which constituted 100% of THI's
outstanding stock. Concurrent with this stock exchange, TIGP and Essaness
purchased an aggregate of 1,860,000 shares of THI's convertible preferred stock
("Preferred Stock") for $12 million. The Preferred Stock is initially
convertible into 9,300,000 shares of THI's common stock (Note 11). TIGP and
Essaness purchased 1,705,000 and 155,000 shares of the Preferred Stock,
respectively. The Agreements also required THI to enter into employment
agreements with key executives, to obtain key man life and disability insurance
policies and to adopt a stock option plan for key employees.
The exchange of stock constituted a reorganization of entities under common
control and the assets and liabilities of TTC and TTS are reflected in the
consolidated financial statements of THI based on their historical cost to TTC
and TTS.
All intercompany balances and transactions have been eliminated in the
consolidated and combined financial statements.
INITIAL PUBLIC OFFERING AND PRO FORMA INFORMATION (UNAUDITED)
On August 6, 1996 the Company completed an initial public offering of its
common stock. The Company sold 4,000,000 shares of common stock at an offering
price of $14.50 per share. Total proceeds after deducting $5,430,000 in
estimated costs associated with the offering were $52,565,000. Immediately prior
to the closing of the offering the Company completed a five-for-one share common
stock split. All common stock amounts, equivalent share amounts and per share
amounts included in the accompanying financial statements and related notes have
been adjusted to give effect to the stock split. In connection with the public
offering, 9,300,000 shares of common stock were issued upon the conversion of
all 1,860,000 outstanding shares of preferred stock and 98,810 treasury shares
were acquired by the Company at $10 per share. The unaudited pro forma statement
of stockholders' equity as of June 30, 1996, reflects the the initial public
offering and the conversion of all outstanding shares of preferred stock on a
pro forma basis.
F-10
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INTERIM FINANCIAL STATEMENTS
The consolidated financial statements of THI as of June 30, 1995 and 1996
presented herein have been prepared by THI without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. The financial
statements reflect all adjustments (consisting of only normal recurring
accruals) which, in the opinion of management, are necessary to present fairly
the financial position, results of operations and cash flows of THI and
subsidiaries as of June 30, 1995 and 1996, and for the periods then ended.
FOREIGN CURRENCY TRANSLATION
The assets and liabilities of the Company's foreign subsidiaries whose
functional currency is other than the U.S. Dollar are translated at the exchange
rates in effect on the reporting date, and income and expenses are translated at
the weighted average exchange rate during the period. The net effect of
translation gains and losses are not included in determining net income, but are
accumulated as a separate component of shareholders' equity. Foreign currency
transaction gains and losses are included in determining net income. Such gains
and losses were not material for any period presented.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation.
Additions, improvements, and major renewals are capitalized. Maintenance,
repairs, and minor renewals are expensed as incurred. Amounts paid for software
licenses and third-party packaged software are capitalized. Costs relating to
the internal development of software are expensed as incurred.
Depreciation is computed on the straight-line method based on the estimated
useful lives of the assets, as follows:
<TABLE>
<S> <C>
Computer equipment and software........................................... 5 years
Telephone equipment....................................................... 5 years
Furniture and fixtures.................................................... 5-7 years
Leasehold improvements.................................................... 5-7 years
Vehicles.................................................................. 5 years
</TABLE>
Assets acquired under capital lease obligations are amortized over the life
of the applicable lease of four to seven years (or the estimated useful lives of
the assets, of four to seven years, where title to the leased assets passes to
the Company on termination of the lease).
REVENUE RECOGNITION
The Company recognizes revenues at the time services are performed. The
Company has certain contracts which are billed in advance. Accordingly, amounts
billed but not earned under these contracts are excluded from revenues and
included in deferred income.
RESEARCH AND DEVELOPMENT
Research and development costs are charged to operations when incurred and
are included in operating expenses. Research and development costs amounted to
approximately $430,000, $684,000, $458,000, $221,062 (unaudited) and $378,143
(unaudited) for the eleven months ended December 31, 1993, the years ended
December 31, 1994 and 1995, and the six-month periods ended June 30, 1995 and
1996, respectively.
F-11
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEFERRED CONTRACT COST
The Company defers certain incremental direct costs incurred in connection
with preparing to provide services under long-term facilities management
agreements. Costs that have been deferred include the costs of hiring dedicated
personnel to manage client-owned facilities, their related payroll and other
directly associated costs from the time long-term facilities management
agreements are entered into until the beginning of providing services. Such
costs are amortized over twelve months. Deferred contract costs at December 31,
1995 and June 30, 1996 include costs incurred in preparing to provide services
under a five year agreement entered into in October, 1995, under which the
Company began providing services during April 1996.
INTANGIBLE ASSETS
The excess of cost over the fair market value of tangible net assets and
trademarks of acquired businesses is amortized on a straight-line basis over the
periods of expected benefit of 15 years. Accumulated amortization of intangible
assets for the six-month period ended June 30, 1996, was $132,000 (unaudited).
No amortization expense was recorded in prior periods.
Subsequent to an acquisition, the corporation continually evaluates whether
later events and circumstances have occurred that indicate the remaining
estimated useful life of an intangible asset may warrant revision or that the
remaining balance of an intangible asset may not be recoverable. When factors
indicate that an intangible asset should be evaluated for possible impairment,
the corporation uses an estimate of the related business' undiscounted future
cash flows over the remaining life of the asset in measuring whether the
intangible asset is recoverable. Management does not consider that any provision
for impairment of intangible assets is required.
INCOME TAXES
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
109") which requires recognition of deferred tax assets and liabilities for the
expected future income tax consequences of transactions which have been included
in the financial statements or tax returns. Under this method, deferred tax
assets and liabilities are determined based on the difference between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
Net deferred tax assets may then be reduced by a valuation allowance for amounts
which do not satisfy the realization criteria of SFAS 109.
During 1993 and 1994, TTC and TTS were S corporations and their income was
taxable to the Stockholder rather than the companies. Effective January 1, 1995,
S corporation status terminated and THI and its domestic subsidiaries began to
file consolidated corporate Federal and state income tax returns (Access 24,
(Note 16) will file separate tax returns in Australia). As required by SFAS 109,
this change in tax status was recognized by establishing deferred tax assets and
liabilities for temporary differences between the tax basis and amounts reported
in the accompanying consolidated balance sheet (Note 8).
EARNINGS PER SHARE
Earnings per share are computed based upon the weighted average number of
common shares and common share equivalents outstanding. The shares of
convertible Preferred Stock are considered common stock equivalents due to the
mandatory conversion provision (Note 11). Pursuant to Securities and Exchange
F-12
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Commission Staff Accounting Bulletin No. 83, common stock and common stock
equivalent shares issued by the Company at prices below the initial public
offering price during the twelve month period prior to the offering (using the
treasury stock method) have been included in the calculation as if they were
outstanding for all the periods presented regardless of whether they are
antidilutive. On May 14, 1996, the Company approved a five-for-one share common
stock split, which was effective on July 31, 1996 immediately prior to the
initial public offering. Common stock amounts, equivalent share amounts and per
share amounts have been adjusted retroactively to give effect to the stock
split.
The weighted average number of common shares and common share equivalents
was calculated as follows, reflecting the five-for-one stock split:
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ELEVEN YEAR ENDED YEAR ENDED
MONTHS ENDED DECEMBER DECEMBER SIX MONTHS ENDED
DECEMBER 31, 31, 31, JUNE 30,
--------------------
1993 1994 1995 1995 1996
------------- ----------- ----------- --------- ---------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Common shares outstanding..... 40,700,000 40,700,000 40,700,000 40,700,000 41,746,240
Convertible preferred stock... -- -- 9,300,000 9,300,000 9,300,000
Common equivalent shares...... 3,052,831 3,052,831 4,304,486 4,280,779 3,281,953
------------- ----------- ----------- --------- ---------
Shares used in computing pro
forma net income per common
and common equivalent
share........................ 43,752,831 43,752,831 54,304,486 54,280,779 54,328,193
------------- ----------- ----------- --------- ---------
------------- ----------- ----------- --------- ---------
</TABLE>
For comparative purposes, the earnings per share for 1993 and 1994 have been
calculated on a pro-forma basis as the historical earnings per share is not
meaningful due to the Company reorganization on January 1, 1995.
A portion of the proceeds from the initial public offering was used to repay
short-term borrowings. If this reduction had taken place at January 1, 1995 or
January 1, 1996, the effect on pro forma earnings would have been immaterial.
INCREASE IN AUTHORIZED SHARES
On May 14, 1996, the Board of Directors authorized an amendment to the
Company's Certificate of Incorporation that was effective upon the closing of
the initial public offering of the Company's Common Stock. The amendment
increased the authorized shares of Common Stock to 150,000,000 shares and also
authorized the Company to issue up to 10,000,000 shares of preferred stock.
RESTRICTED STOCK AWARDS
In January 1996, the Company awarded 76,000 restricted shares of the
Company's common stock to certain employees as compensation to be earned over
the term of the employees' related employment agreements (three years). The
market value of the stock at the date of award was $380,000. This amount has
been recorded as unearned compensation-restricted stock and is shown as a
separate component of stockholders' equity. For the six months ended June 30,
1996, the Company recognized $63,336 of compensation expense.
F-13
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH AND CASH EQUIVALENTS
For the purposes of the statement of cash flows, the Company considers all
cash and investments with an original maturity of 90 days or less to be cash
equivalents.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
NEW ACCOUNTING STANDARDS
In March 1995, the Financial Accounting Standards Board issued SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of." SFAS 121 requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. SFAS 121 is effective for
financial statements for fiscal years beginning after December 15, 1995. The
adoption of SFAS 121 on January 1, 1996 had no impact on the Company's
consolidated financial position or results of operations.
In October 1995, the Financial Accounting Standards Board issued SFAS No.
123. "Accounting for Stock Based Compensation." With respect to stock options
granted to employees, SFAS No. 123 permits companies to continue using the
accounting method promulgated by the Accounting Principles Board Opinion No. 25
("APB No. 25"), "Accounting for Stock Issued to Employees," to measure
compensation or to adopt the fair value based method prescribed by SFAS No. 123.
If APB No. 25's method is continued, pro forma disclosures are required as if
SFAS No. 123 accounting provisions were followed. Management has determined not
to adopt SFAS No. 123's accounting recognition provisions (Note 12).
F-14
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(2) CONCENTRATIONS
The Company's revenues from major customers (revenues in excess of 10% of
total sales) are from entities involved in the telecommunications, technology,
transportation, healthcare and financial services industries. The revenues from
such customers as a percentage of total sales for the periods ended December 31,
1993, 1994 and 1995 and for the six months ended June 30, 1995 and 1996 are as
follows:
<TABLE>
<CAPTION>
SIX MONTHS
ELEVEN YEAR ENDED ENDED
MONTHS ENDED DECEMBER 31, JUNE 30,
DECEMBER 31, ----------------- -----------------
1993 1994 1995 1995 1996
------------ ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Customer A.................... 23% 18% 31% 35% 31%
Customer B.................... -- 5% 18% 22% 2%
Customer C.................... 21% 17% 9% 11% 4%
Customer D.................... -- 13% -- -- --
Customer E.................... 18% -- -- -- --
Customer F.................... -- -- 3% -- 19%
Customer G.................... -- -- -- -- 12%
-- -- -- -- --
62% 53% 61% 68% 68%
-- -- -- -- --
-- -- -- -- --
</TABLE>
The loss of one or more of its significant customers could have a material
adverse effect on the Company's business, operating results or financial
condition.
To limit the Company's credit risk, management performs ongoing credit
evaluations of its customers and maintains allowances for potentially
uncollectible accounts. Although the Company is directly impacted by economic
conditions in the telecommunications, technology, transportation, healthcare and
financial services industries, management does not believe significant credit
risk exists at December 31, 1995 or at June 30, 1996.
GEOGRAPHIC AREA INFORMATION
Prior to the acquisition of Access 24 in January 1996 (Note 16), the Company
operated exclusively within the United States. Unaudited geographic area
information for the six months ended June 30, 1996 is as follows:
<TABLE>
<CAPTION>
UNITED STATES EUROPE ASIA PACIFIC TOTAL
------------- ---------- ------------ -------------
<S> <C> <C> <C> <C>
Revenues................................................. $ 50,840,000 $ 477,000 $ 5,302,000 $ 56,619,000
Income (loss) before income taxes........................ 5,201,000 (56,000) 590,000 5,735,000
Assets................................................... 56,054,000 693,000 7,004,000 63,751,000
</TABLE>
F-15
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(3) PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at December 31, 1994 and
1995, and June 30, 1996:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
----------------------
1994 1995 1996
---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
Computer equipment and software........................ $5,848,105 $9,807,113 $15,802,368
Telephone equipment.................................... 1,105,246 1,219,642 1,410,746
Furniture and fixtures................................. 1,507,171 2,938,478 7,058,520
Leasehold improvements................................. 861,070 1,197,892 2,799,471
Vehicles............................................... -- -- 10,558
---------- ---------- ----------
9,321,592 15,163,125 27,081,663
Less--Accumulated depreciation......................... (3,935,136) (6,059,424) (7,837,387)
---------- ---------- ----------
$5,386,456 $9,103,701 $19,244,276
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
Included in the cost of property and equipment above is equipment obtained
through capitalized leases. The following is a summary of equipment under
capital leases as of December 31, 1994 and 1995, and June 30, 1996:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
---------------------
1994 1995 1996
--------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
Computer equipment and software......................... $ 726,569 $3,227,113 $8,074,173
Telephone equipment..................................... 282,969 310,295 309,367
Furniture and fixtures.................................. 847,984 2,038,597 4,984,641
--------- ---------- ----------
1,857,522 5,576,005 13,368,181
Less--Accumulated depreciation.......................... (556,704) (1,291,704) (2,247,890)
--------- ---------- ----------
$1,300,818 $4,284,301 $11,120,291
--------- ---------- ----------
--------- ---------- ----------
</TABLE>
Depreciation expense related to leased equipment under capital leases was
$109,556, $409,518, $984,597, $165,120 (unaudited) and $956,186 (unaudited) for
the eleven months ended December 31, 1993, the years ended December 31, 1994 and
1995, and the six-month periods ended June 30, 1995 and 1996, respectively.
(4) CAPITAL LEASE OBLIGATIONS
On July 11, 1995, the Company negotiated a master lease agreement with a
bank under which it may lease equipment up to a value of $8,000,000. As of May
13, 1996, the master lease has been amended to increase the lease line to
$15,000,000. The term of the leases are 48 months and interest is payable at the
then most recent weekly average of three-year Treasury notes plus 125 basis
points. In August 1995, the Company entered into another master lease agreement
with a bank under which it may lease equipment. Under the agreement, individual
lease terms are negotiated on a lease by lease basis. Subsequent to December 31,
1995, the Company entered into several leases under this agreement which are
being accounted for as operating leases (See Note 9).
F-16
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(4) CAPITAL LEASE OBLIGATIONS (CONTINUED)
The Company finances a substantial portion of its property and equipment
under noncancelable capital lease obligations. Accordingly, the fair value of
the equipment has been capitalized and the related obligation recorded. The
average implicit interest rate on these leases was 8.9% at December 31, 1995.
Interest is charged to expense at a level rate applied to declining principal
over the period of the obligation.
The future minimum lease payments under capitalized lease obligations as of
December 31, 1995 and June 30, 1996 are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1996
------------- -------------
<S> <C> <C>
(UNAUDITED)
Year ending December 31--
1996.............................................................................. $ 1,658,828 $ 2,016,000
1997.............................................................................. 1,594,470 3,980,000
1998.............................................................................. 1,246,793 3,468,000
1999.............................................................................. 570,519 2,457,000
2000.............................................................................. 54,875 687,000
------------- -------------
5,125,485 12,608,000
Less--Amount representing interest................................................ (676,522) (2,292,840)
------------- -------------
4,448,963 10,315,160
Less--Current portion of capital lease obligations................................ (1,255,966) (3,285,408)
------------- -------------
$ 3,192,997 $ 7,029,752
------------- -------------
------------- -------------
</TABLE>
Interest expense on the outstanding obligations under such leases was
$39,981, $160,483, $312,653, $147,600 (unaudited) and $326,300 (unaudited) for
the eleven months ended December 31, 1993, the years ended December 31, 1994 and
1995, and the six-month periods ended June 30, 1995 and 1996, respectively.
F-17
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(5) LONG-TERM DEBT
As of December 31, 1994 and 1995 and June 30, 1996, long-term debt consisted
of the following (unsecured unless otherwise stated):
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
--------------------
1994 1995 1996
--------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C>
Note payable, interest at 8% per annum, principal and
interest payable monthly at $3,594, maturing May 2000... $ 189,177 $ 160,131 $ 144,716
Note payable, collateralized by all of the assets of TTS,
interest payable monthly at 6% per annum, principal due
July 1995............................................... 350,000 -- --
Note payable, interest at 6% per annum, principal and
interest payable monthly at $4,563, maturing January
1997.................................................... 106,989 57,297 31,314
Note payable, interest at 13% per annum, principal and
interest payable monthly at $9,266, maturing April
1995.................................................... 95,599 -- --
Note payable, interest at 6% per annum, principal and
interest payable monthly at $3,598, maturing June
1997.................................................... 100,000 61,786 41,804
Note payable, interest at 5% per annum, principal and
interest payable monthly at $7,077, maturing January
2000.................................................... 375,000 313,064 278,068
--------- --------- ---------
1,216,765 592,278 495,902
Less--Current portion.................................. (624,483) (195,660) (171,386)
--------- --------- ---------
$ 592,282 $ 396,618 $ 324,516
--------- --------- ---------
--------- --------- ---------
</TABLE>
Annual maturities of the long-term debt described above are as follows:
<TABLE>
<CAPTION>
DECEMBER JUNE 30,
31, 1995 1996
----------- -----------
(UNAUDITED)
<S> <C> <C>
Year ended December 31--
1996 (June 30, 1996 - 6 months).................................... $ 195,660 $ 99,284
1997............................................................... 134,324 134,324
1998............................................................... 115,210 115,210
1999............................................................... 122,278 122,278
2000............................................................... 24,806 24,806
Thereafter......................................................... -- --
----------- -----------
$ 592,278 $ 495,902
----------- -----------
----------- -----------
</TABLE>
(6) SHORT-TERM BORROWINGS
On June 23, 1994, TTC entered into a revolving line of credit agreement (the
"Credit Agreement") with a bank under which it could borrow up to $3,000,000
through June 30, 1995. Initial borrowings under this line of credit were used to
retire TTC's previous line of credit. Interest is payable monthly at the bank's
prime rate plus 1.75% (10.25% at December 31, 1994).
On April 12, 1995, the Company negotiated a new unsecured revolving line of
credit agreement with the bank under which it may borrow up to $5,000,000.
Interest is payable at various interest rates. The borrowings can be made at (1)
the bank's prime rate, (2) a CD rate plus 125 basis points for periods of 7 to
90
F-18
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(6) SHORT-TERM BORROWINGS (CONTINUED)
days with minimum advances of $500,000 with $100,000 increments, (3) LIBOR plus
125 basis points for borrowing periods of 1, 2, 3 or 6 months, or (4) agreed
upon rates. At December 31, 1995 and June 30, 1996, the amount outstanding under
this facility was $1,000,000 and $9,000,000, respectively, and is classified as
short-term.
In April 1996, the Company was granted an increased line of credit of
$15,000,000 through May 1998. The terms of this line of credit remained
unchanged from the previous $5,000,000 line of credit.
The Company is required to comply with certain minimum financial ratios
under covenants in connection with the borrowings described above. Outstanding
borrowings under the line of credit were repaid in August 1996 with a portion of
the net proceeds received by the Company from the initial public offering.
(7) SUBORDINATED NOTES PAYABLE TO COMMON STOCKHOLDER
At December 31, 1994 subordinated notes payable to the Stockholder with
interest at 8% per annum amounted to $1,104,337, of which $145,299 was due
within one year.
These notes payable were subordinated to the long-term debt (Note 5) and the
short-term borrowings (Note 6) as specified in the credit agreements. Interest
incurred on indebtedness to the stockholder amounted to approximately $91,000,
$96,000, $11,000, $11,000 (unaudited) and $0 (unaudited) for the eleven months
ended December 31, 1993, the years ended December 31, 1994 and 1995, and the six
months ended June 30, 1995 and 1996, respectively.
In February 1995, in conjunction with the Company's reorganization and stock
sale (Note 1), the Company paid in full these subordinated notes payable.
(8) INCOME TAXES
As stated in Note 1, TTC and TTS terminated their S corporation status
effective January 1, 1995. This change in tax status was recognized by
establishing net deferred tax liabilities of approximately $212,000 on that date
for temporary differences between tax basis and amounts reported in the
accompanying combined balance sheets of TTC and TTS. The current provision for
income taxes for 1994 and for the 11 months ended December 31, 1993, reflects
only amounts payable to certain state tax jurisdictions that do not recognize S
corporation status. Beginning in 1995, THI and its domestic subsidiaries will
file consolidated corporate federal and state income tax returns. Access 24
(Note 17) will file separate tax returns in the various countries in which it
provides services.
The components of income before income taxes are as follows:
<TABLE>
<CAPTION>
ELEVEN
MONTHS
ENDED SIX MONTHS
DECEMBER YEAR ENDED ENDED
31, DECEMBER 31, JUNE 30,
-------------------- --------------------
1993 1994 1995 1995 1996
----------- --------- --------- --------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Domestic......................... $ 537,676 $1,714,710 $7,085,080 $4,194,551 $5,201,000
Foreign.......................... -- -- -- -- 534,108
----------- --------- --------- --------- ---------
Total............................ $ 537,676 $1,714,710 $7,085,080 $4,194,551 $5,735,108
----------- --------- --------- --------- ---------
----------- --------- --------- --------- ---------
</TABLE>
F-19
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(8) INCOME TAXES (CONTINUED)
The components of the provision for income taxes are as follows:
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED JUNE 30,
DECEMBER 31, --------------------------
1995 1995 1996
------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
Current provision:
Federal.............................................................. $2,472,925 $ 1,338,389 $ 1,900,227
State................................................................ 433,813 223,345 418,000
Foreign.............................................................. -- -- 259,633
------------ ------------ ------------
2,906,738 1,561,734 2,577,860
------------ ------------ ------------
Deferred provision:
Federal.............................................................. (153,610) -- (133,000)
State................................................................ (36,632) -- (28,000)
------------ ------------ ------------
(190,242) -- (161,000)
Change in tax status from S corporation to C corporation............... 212,500 212,500 --
------------ ------------ ------------
$2,928,996 $ 1,774,234 $ 2,416,860
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
The following reconciles the Company's effective tax rate to the federal
statutory rate for the year ended December 31, 1995 and for the six months ended
June 30, 1995 and 1996:
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED JUNE 30,
DECEMBER 31, --------------------------
1995 1995 1996
------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
Income tax expense per federal statutory rate.......................... $2,408,927 $ 1,425,807 $ 2,007,300
State income taxes, net of federal deduction........................... 262,139 135,927 271,700
Effect of change in tax status from S corporation to C corporation..... 212,500 212,500 --
Permanent differences.................................................. 37,210 -- 84,860
Environmental tax...................................................... 8,220 -- --
Foreign income taxed at higher rate.................................... -- -- 53,000
------------ ------------ ------------
$2,928,996 $ 1,774,234 $ 2,416,860
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
F-20
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(8) INCOME TAXES (CONTINUED)
The Company's deferred income tax assets and liabilities are summarized as
follows:
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS
DECEMBER ENDED JUNE
31, 1995 30, 1996
----------- -----------
(UNAUDITED)
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts.................................. $ 178,068 $ 293,000
Vacation accrual................................................. 307,674 345,000
----------- -----------
485,742 638,000
Deferred tax liabilities:
Excess depreciation for tax...................................... (507,365) (499,000)
----------- -----------
Net deferred income tax (liability) asset.......................... $ (21,623) $ 139,000
----------- -----------
----------- -----------
</TABLE>
A valuation allowance has not been recorded as the Company expects that all
deferred tax assets will be realized in the future.
The combined statement of income for 1993 and 1994 presents, on an unaudited
pro forma basis, net income as if the Company had filed consolidated C
corporation federal and state income tax returns for that year. The pro forma
tax effects assume that the deferred tax assets established effective January 1,
1995, as described above, would have been provided for as the related temporary
differences arose. The pro forma provision for income taxes for 1993 and 1994 is
reconciled to the amount computed by applying the statutory federal tax rate to
income before taxes as follows:
<TABLE>
<CAPTION>
UNAUDITED
------------------------
1993 1994
(PRO FORMA) (PRO FORMA)
----------- -----------
AMOUNT AMOUNT
----------- -----------
<S> <C> <C>
Income tax expense per federal statutory rate........................................... $ 182,810 $ 583,001
State income taxes, net of federal deduction............................................ 23,410 81,491
Permanent differences................................................................... 32,776 13,110
----------- -----------
Total pro forma provision for income taxes............................................ 238,996 677,602
Historical provision (benefit) for income taxes......................................... (10,000) 19,736
----------- -----------
Pro forma tax effects................................................................... $ 248,996 $ 657,866
----------- -----------
----------- -----------
</TABLE>
(9) COMMITMENTS AND CONTINGENCIES
The Company leases its premises in Sherman Oaks and Burbank, California and
Denver, Colorado pursuant to agreements expiring through 2003. The monthly rents
are subject to certain operating expenses and real estate taxes.
The Company has various operating leases for equipment and office space.
Lease expense under operating leases was approximately $626,000, $1,366,000,
$2,023,000, $1,018,000 (unaudited) and $2,044,000 (unaudited), for the eleven
months ended December 31, 1993, the years ended December 31, 1994 and 1995, and
the six months ended June 30, 1995 and 1996, respectively.
F-21
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(9) COMMITMENTS AND CONTINGENCIES (CONTINUED)
The future minimum rental payments required under noncancelable operating
leases as of December 31, 1995, and June 30, 1996, are as follows:
<TABLE>
<CAPTION>
DECEMBER JUNE 30,
31, 1995 1996
---------- ----------
(UNAUDITED)
<S> <C> <C>
Year ended December 31--
1996............................................................. $2,611,341 $2,298,000
1997............................................................. 2,202,442 4,159,000
1998............................................................. 1,877,301 3,835,000
1999............................................................. 1,773,350 3,771,000
2000............................................................. 768,452 2,269,000
Thereafter....................................................... 1,974,493 3,476,000
---------- ----------
$11,207,379 $19,808,000
---------- ----------
---------- ----------
</TABLE>
(10) EMPLOYEE BENEFIT PLAN
The Company has a 401(k) Profit Sharing Plan which covers all employees who
have completed one year of service, as defined, and are 21 or older.
Participants may defer up to 19% of their gross pay up to a maximum limit
determined by law. Participants are always 100% vested in their contributions.
The Company may make discretionary contributions to the plan which are
distributed to participants in accordance with the plan. Participants are vested
in these contributions at a rate of 20% per year. For the eleven months ended
December 31, 1993 and the years ended December 31, 1994 and 1995, the Company's
contributions to the plan were $40,000, $64,000 and $131,000, respectively.
There were no contributions made during the periods ended June 30, 1995 and
1996.
(11) MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK
In January, 1995, the Company issued 1,860,000 shares of convertible
preferred stock, $6.45 par value, at $6.45 per share for gross proceeds of
$12,000,000. The Company used the funds for the repayment of certain notes as
well as for working capital requirements.
The 1,860,000 shares of Preferred Stock initially were convertible at the
option of the preferred stockholders, into 9,300,000 shares of common stock,
subject to adjustment in the event of certain issuances of common stock,
excluding up to 7,000,000 shares of common stock are reserved for issuance upon
exercise of stock options, to ensure that preferred stockholders maintained
ownership of 16.9% of the common stock on a fully diluted basis (as adjusted
pursuant to the Company's Certificate of Incorporation).
In the event that preferred stockholders had not exercised their conversion
rights set out above, the preferred stock automatically would have been
converted into common stock at the rate set out above, at the earlier of the
consummation of a qualified initial offering of shares to the public (as defined
in the Company's Certificate of Incorporation) or May 18, 2002.
In the event that the holders of Preferred Stock had not exercised their
conversion rights prior to May 18, 2002, they would have been entitled to either
convert their Preferred Stock to shares of common stock or redeem their shares
for cash. Such conversion was to have provided an internal rate of return to the
preferred stockholders of 7% per annum. Accordingly, dividends have been accrued
cumulatively at the rate
F-22
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(11) MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK (CONTINUED)
of 0.5833% per month. In connection with and immediately prior to the Company's
initial public offering, all 1,860,000 outstanding shares of Preferred Stock
together with all accrued dividends thereon were converted into 9,300,000 shares
of Common Stock.
(12) STOCK OPTION PLANS
The Company adopted a stock option plan during 1995 and amended and restated
the plan in January 1996, for directors, officers, employees, consultants and
independent contractors. The plan reserves 7,000,000 shares of common stock and
permits the award of incentive stock options ("ISOs"), other non-qualified
options ("NSOs"), stock appreciation rights ("SARs") and restricted stock. Under
the terms of this plan, the purchase price of shares subject to each ISO granted
must not be less than the fair market value on the date of grant. The
compensation committee of the Board of Directors has complete discretion as to
exercise prices of all other awards, including NSOs. Outstanding options vest
over a three or five-year period and are exercisable for ten years from the date
of grant.
In January, 1996, the Company adopted a stock option plan for non-employee
directors (the "Director Plan"), covering 750,000 shares of common stock. All
options are to be granted at fair market value at the date of grant. Options
vest as of the date of the option and are not exercisable until six months after
the option date. Options granted are exercisable for ten years from the date of
grant unless a participant is terminated for cause or one year after a
participant's death. Options to purchase 237,500 shares were outstanding at June
30, 1996.
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 123 ("SFAS 123")
During 1995, the Financial Accounting Standards Board issued SFAS 123,
"Accounting for Stock Based Compensation," which defines a fair value based
method of accounting for an employee stock option or similar equity instrument
and encourages all entities to adopt that method of accounting for all of their
employee stock compensation plans. However, it also allows an entity to continue
to measure compensation cost for those plans using the method of accounting
prescribed by the Accounting Principles Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees." Entities electing to remain with the
accounting in APB 25 must make pro forma disclosures of net income and earnings
per share, as if the fair value based method of accounting defined in this
Statement has been applied.
The Company has elected to account for its stock-based compensation plans
under APB 25; however, the Company has computed for pro-forma disclosure
purposes the value of all options granted during 1995 and in the six months
ended June 30, 1996, using the Black-Scholes option pricing model as prescribed
by SFAS 123 and the following weighted average assumptions used for grants:
<TABLE>
<S> <C>
Risk-free interest rate................................................. 6.32%
Expected dividend yield................................................. 0%
Expected lives.......................................................... 4.11 years
Expected volatility..................................................... 59%
</TABLE>
F-23
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(12) STOCK OPTION PLANS (CONTINUED)
Options were assumed to be exercised upon vesting for the purpose of this
valuation. Adjustments are made for options forfeited prior to vesting. The
total value of options granted was computed to be the following approximate
amounts, which would be amortized on a straight line basis over the vesting
period of the options:
<TABLE>
<S> <C>
Year ended December 31, 1995.............................................. $ 340,727
Six months ended June 30, 1996 (unaudited)................................ $ 656,147
</TABLE>
If the Company had accounted for these plans in accordance with SFAS 123,
the Company's net income and pro forma net income per share would have been
reported as follows:
NET INCOME
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS
DECEMBER ENDED JUNE 30,
31, 1995 1996
----------- ---------------
(UNAUDITED)
<S> <C> <C>
As Reported........................................... $4,156,084 $ 3,318,248
Pro Forma............................................. 3,815,357 2,662,101
</TABLE>
PRO FORMA NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, SIX MONTHS ENDED JUNE
1995 30, 1996
--------------- -----------------------
<S> <C> <C>
(UNAUDITED)
As Reported......................................................... $ .08 $ .06
Pro Forma........................................................... $ .07 $ .05
</TABLE>
A summary of the status of the Company's two stock option plans at June 30,
1996 and December 31, 1995 together with changes during the periods then ended
are presented in the following table:
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1995 JUNE 30, 1996
----------------------- -----------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
PRICE PER PRICE PER
SHARES SHARE SHARES SHARE
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Outstanding at beginning of period...................... -- 2,355,000 $ 1.90
Grants during period.................................... 2,355,000 $ 1.90 2,442,345 $ 7.21
---------- ----------
Outstanding at end of period............................ 2,355,000 $ 1.90 4,797,345 $ 4.60
---------- ----------
---------- ----------
</TABLE>
F-24
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(12) STOCK OPTION PLANS (CONTINUED)
The following table sets forth the exercise price range, number of shares,
weighted average exercise price and remaining contractual lives by groups of
similar price and grant date:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE NUMBER OF WEIGHTED CONTRACTUAL
PRICE RANGE SHARES AVERAGE PRICE LIFE
- -------------- ---------- --------------- ---------------
<S> <C> <C> <C>
$ 1.29 - $1.30 1,400,000 $ 1.29 10
$ 2 405,000 $ 2.00 10
$ 3 - $5 1,303,440 $ 4.31 10
$ 7 - $9 1,688,905 $ 8.19 10
</TABLE>
Subsequent to June 30, 1996, THI granted an additional 340,985 options at a
weighted average price of $15.99.
(13) FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair values of cash equivalents and other current amounts receivable and
payable approximate the carrying amounts due to their short-term nature.
Short-term investments consist of overnight deposits in mutual funds. These
funds hold short-term investments which include primarily U.S. Government
Treasury Bills, bankers' acceptance notes, commercial paper and Master notes
with maturities of 90 days or less. Interest accrues daily on these funds, and
accordingly, the carrying values of these investments approximate their fair
values.
Debt carried on the Company's consolidated balance sheet of $592,278 and
$495,902 at December 31, 1995 and June 30, 1996, has an estimated fair value of
$626,478 and $524,536, respectively. The fair value of the long-term portion of
the Company's debt is based on discounting future cash flows using current
interest rates adjusted for risk. The fair value of the short-term debt
approximates its recorded value due to its short-term nature.
(14) OTHER INCOME
Other income (expense) for the year ended December 31, 1995 and for the six
months ended June, 1995 includes $2,400,000 received in settlement of a
premature termination of a contract.
(15) RELATED PARTY TRANSACTIONS
The Company provides reservation call handling services to Midway Airlines
Corporation ("Midway"), a majority-owned subsidiary of Zell/Chilmark Fund, L.P.
Samuel Zell, a director of the Company, is an affiliate of Zell/Chilmark Fund,
L.P. and Rod Dammeyer, a director of the Company and a member of the Audit
Committee of the Board of Directors, is the managing director of Zell/Chilmark
Fund, L.P. During the twelve months ended December 31, 1995 and the nine months
ended September 30, 1996, the Company charged Midway an aggregate of $1,291,862
and $1,792,000, respectively, for services rendered by the Company. As of
December 31, 1995 and October 7, 1996, the amounts due from Midway for services
rendered by the Company was $535,845 and $550,714 (unaudited), respectively, of
which $354,526 and $388,000 (unaudited), respectively, was past due.
In April 1996, the Company agreed to accept from Midway, and Midway
delivered to the Company, a promissory note in the principal amount of $500,000
to evidence a portion of the total amount due. The note bears interest at a rate
of 8% per annum and is payable in 12 equal installments of principal, together
with
F-25
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(15) RELATED PARTY TRANSACTIONS (CONTINUED)
interest, commencing May 1, 1996. On October 7, 1996, a balance of $234,000
(unaudited) was outstanding under this promissory note, which is included in the
past due amounts discussed above. The Company is continuing to provide call
handling services to Midway.
The Company utilizes the services of The Riverside Agency, Inc. for
reviewing, obtaining and/or renewing various insurance policies. The Riverside
Agency, Inc. is a wholly owned subsidiary of Equity Group Investments, Inc., of
which Samuel Zell, a director of the Company, is Chairman of the Board. During
the twelve months ended December 31, 1995 and the six months ended June 30,
1996, the Company incurred $23,965 and $141,407, respectively, for such
services.
During the six months ended June 30, 1996, TeleTech paid an aggregate of
$45,463 to various subsidiaries of Jacor Communications, Inc., an owner and
operator of radio stations throught the United States, for broadcasting radio
advertisements regarding employment opportunities at TeleTech. Rod Dammeyer, a
director of TeleTech, is a director of Jacor Communications, Inc.
In May 1996, the Board of Directors approved the payment of fees to the
Equity Group Investments, Inc., an affiliate of Samuel Zell, a director of the
Company, for advice and assistance in consummating the following transactions:
<TABLE>
<S> <C> <C>
i) Access 24 purchase (Note 16)............................... $ 300,000
ii) The Company's initial public offering of stock............. 500,000
iii) Sale of Access 24, Limited stock to PPP.................... 200,000
---------
$1,000,000
---------
---------
</TABLE>
Fees associated with the Access 24 purchase have been allocated to the
purchase price. Fees associated with the initial public offering of common stock
have been netted against the offering proceeds received by the Company. Fees
associated with the sale of stock to PPP have been netted against the proceeds
from this sale.
(16) ACQUISITIONS
On January 1, 1996, the Company acquired 100% of the common stock of Access
24 Services Corporation Pty Limited (with its subsidiaries, "Access 24"), for
consideration of $7.1 million, consisting of cash of $2.27 million and 970,240
shares of common stock in the Company. Access 24 provides inbound, toll free
customer service, primarily to the healthcare and financial services sector in
Australia, the United Kingdom and New Zealand.
On April 30, 1996, the Company sold 50% of the common stock of Access 24
Limited ("Access 24 UK") to PPP Health Care Group plc ("PPP") for $3.8 million
cash. Access 24 UK is the United Kingdom subsidiary of Access 24, acquired by
the Company as part of the Access 24 acquisition, which operates a call center
in London, England. In addition PPP also purchased 1,000,000 preferred shares of
Access 24 UK for consideration of $1.5 million. The preferred shares have a par
value of 1 pound each and dividends are cumulative at the rate of 7% per annum.
A portion of the proceeds from the sale of the preferred stock was used to repay
outstanding advances from Access 24.
The acquisition of Access 24 has been accounted for using the purchase
method. The proceeds from the sale of 50% of the stock of Access 24 UK in excess
of the proportionate share of the carrying amounts of the
F-26
<PAGE>
TELETECH HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995
AND FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1993
AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(CONTINUED)
(16) ACQUISITIONS (CONTINUED)
Access 24 UK assets and liabilities have been reflected as a reduction of the
goodwill arising from the Access 24 acquisition. The Company's remaining 50%
interest in Access 24 UK is being accounted for using the equity method of
accounting. Under the equity method, the Company's investment is initially
recorded at cost and is adjusted to recognize the Company's 50% share of net
earnings or losses of the affiliated company. Access 24 UK did not contribute
significantly to the results of operations of the Company for any period
presented. The excess of the cost of the investment over the underlying net
assets of Access 24 UK is being amortized using the straight line method over 15
years.
The following unaudited pro forma consolidated income statement gives effect
to the consummation of the acquisition as if it had occurred on January 1, 1995:
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
-----------------------------------
THI ACCESS 24 PRO FORMA
--------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Revenue......................................................................... $ 50,467 $ 10,239 $ 60,706
--------- ----------- -----------
--------- ----------- -----------
Net income (loss)............................................................... $ 4,156 $ (166) $ 3,990
--------- ----------- -----------
--------- ----------- -----------
Pro forma net income per common and common equivalent share..................... $ .08 $ .07
--------- -----------
--------- -----------
Shares used in computing pro forma net income per common and common equivalent
share.......................................................................... 54,304 54,304
--------- -----------
--------- -----------
</TABLE>
Pro forma net loss for Access 24 for the year ended December 31, 1995
reflects a charge of $422,000 for amortization of goodwill arising on
acquisition.
(17) SUBSEQUENT EVENTS (UNAUDITED)
RELATED PARTY TRANSACTION
On August 15, 1996, the Company entered into a one year consulting agreement
with Richard Weingarten & Company, Inc. ("RWOC"). Under the consulting
agreement, RWOC receives a monthly consutling fee of $10,000. Mr. Weingarten,
who is the founder and president of RWOC, tendered his resignation as a member
of the board of directors of the Company effective as of the date of the
consulting agreement. Mr. Weingarten also received an option to acquire 55,000
shares of Common Stock at an exercise price of $18.00 per share.
F-27
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the members of
Access 24 Service Corporation Pty Limited
We have audited the accompanying financial statements of Access 24 Service
Corporation Pty Limited and Controlled Entities and of the economic entity for
the periods ended 28 February 1995 and December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on those financial statements based on
our audit.
We conducted our audit in accordance with Australian Auditing Standards,
which do not differ substantially from generally accepted auditing standards in
the United States of America. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatements. An audit includes examining, on a test
basis, evidence supporting amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Access 24 Service
Corporation Pty Limited and Controlled Entities as of 28 February 1995 and
December 31, 1995, and the results of the group's operations and cash flows for
the periods then ended in accordance with Australian Accounting Standards.
There are certain differences between Australian Accounting Standards and
those generally accepted in the United States of America. Application of the
generally accepted accounting principles in the United States of America would
not result in material differences to these financial statements.
ARTHUR ANDERSEN
Chartered Accountants
Sydney, Australia,
May 21, 1996
F-28
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
FEBRUARY DECEMBER
NOTE 28, 1995 31, 1995
----- ----------- -----------
A$ A$
(NOTE 22)
<S> <C> <C> <C>
CURRENT ASSETS
Cash......................................................... 5 1,837,982 816,220
Receivables.................................................. 6 1,340,978 1,976,041
Other........................................................ 7 165,432 401,173
----------- -----------
TOTAL CURRENT ASSETS........................................... 3,344,392 3,193,434
----------- -----------
NON-CURRENT ASSETS
Property, plant and equipment................................ 8 2,170,050 4,217,281
Intangibles.................................................. 9 2,163,362 1,964,360
Other........................................................ 10 366,517 466,726
----------- -----------
TOTAL NON-CURRENT ASSETS....................................... 4,699,929 6,648,367
----------- -----------
TOTAL ASSETS................................................... 8,044,321 9,841,801
----------- -----------
CURRENT LIABILITIES
Creditors and borrowings..................................... 11 2,230,026 3,042,545
Provisions................................................... 12 1,586,870 802,176
----------- -----------
TOTAL CURRENT LIABILITIES...................................... 3,816,896 3,844,721
----------- -----------
NON-CURRENT LIABILITIES
Creditors and borrowings..................................... 13 791,276 2,521,226
Provisions................................................... 14 97,216 169,943
----------- -----------
TOTAL NON-CURRENT LIABILITIES.................................. 888,492 2,691,169
----------- -----------
TOTAL LIABILITIES.............................................. 4,705,388 6,535,890
----------- -----------
NET ASSETS................................................... 3,338,933 3,305,911
----------- -----------
----------- -----------
SHAREHOLDERS' EQUITY
Share capital................................................ 15 212 212
Reserves..................................................... 16 3,007,188 3,017,136
Retained profits............................................. 331,533 288,563
----------- -----------
TOTAL SHAREHOLDERS' EQUITY..................................... 3,338,933 3,305,911
----------- -----------
----------- -----------
</TABLE>
The accompanying notes form an integral part of this balance sheet.
F-29
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
CONSOLIDATED PROFIT AND LOSS ACCOUNTS
<TABLE>
<CAPTION>
YEAR TEN MONTHS
ENDED ENDED
FEBRUARY DECEMBER
NOTE 28, 1995 31, 1995
----- --------- -----------
A$ A$
(NOTE 22)
<S> <C> <C> <C>
Operating revenue.............................................. 2 12,726,187 12,208,051
--------- -----------
--------- -----------
Operating profit............................................... 2 1,611,910 463,916
Income tax attributable to operating profit.................... 3 612,820 492,351
--------- -----------
Operating profit/(loss) after income tax....................... 999,090 (28,435)
Retained profits at the beginning of the period................ 118,101 331,533
Adjustment to retained profits at the beginning of the period
re AASB 1028: Accounting for Employee Entitlements............ 1 -- (14,535)
--------- -----------
Adjusted retained profits at the beginning of the financial
period........................................................ 118,101 316,998
--------- -----------
Total available for appropriation.............................. 1,117,191 288,563
Dividends provided for......................................... 785,658 --
--------- -----------
Retained profits at the end of the financial period............ 331,533 288,563
--------- -----------
--------- -----------
</TABLE>
The accompanying notes form an integral part of this profit and loss account.
F-30
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR TEN MONTHS
ENDED ENDED
FEBRUARY DECEMBER
NOTE 28, 1995 31, 1995
------------ --------- ----------
A$ A$
(NOTE 22)
<S> <C> <C> <C>
Cash flows from operating activities
Receipts from customers.................................... 12,451,360 11,936,094
Payments to suppliers and employees........................ (9,938,953) (10,749,686)
Interest paid.............................................. -- (10,972)
Interest received.......................................... 87,747 82,708
Advances to related parties................................ -- (68,591)
Repayment of advances to related parties................... 78,855 --
Interest paid (leases)..................................... (70,192) (128,958)
Income taxes paid.......................................... (209,093) (578,105)
--------- ----------
Net operating cash flows................................... 21(b) 2,399,724 482,490
--------- ----------
Cash flows from investing activities
Cash paid for acquisition of property, plant and
equipment................................................. (684,091) (1,510,622)
Payments for investments................................... -- --
Proceeds from sale of fixed assets......................... 54,187 60,079
Acquisition of intangibles................................. (1,547) --
--------- ----------
Net investing cash flows................................... (631,451) (1,450,543)
--------- ----------
Cash flows from financing activities
Proceeds from borrowings................................... -- 1,000,000
Repayment of hire purchase and lease liabilities........... (260,613) (456,043)
Advances to controlled entities............................ -- --
Repayment of advances to controlled entities............... -- --
Dividends paid............................................. -- (785,658)
--------- ----------
Net financing cash flows..................................... (260,613) (241,701)
--------- ----------
Net increase/(decrease) in cash held......................... 1,507,660 (1,209,754)
Cash at the beginning of the financial period................ 327,538 1,837,982
Exchange rate variations on foreign cash balances............ 2,784 (8,461)
--------- ----------
Cash at the end of the financial period...................... 21(a) 1,837,982 619,767
--------- ----------
--------- ----------
</TABLE>
The accompanying notes form an integral part of this statement of cash flows.
F-31
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES:
(a) BASIS OF THE PREPARATION OF THE FINANCIAL STATEMENTS
The financial statements have been prepared in accordance with the
historical cost convention using the accounting policies described below and do
not take account of changes in either the general purchasing power of the dollar
or in the prices of specific assets.
The carrying amounts of all non-current assets are reviewed at least
annually to determine whether they exceed their recoverable amount. The
recoverable amounts of all non-current assets have been determined using net
cash flows which have not been discounted to their present value.
All amounts are in Australian dollars.
(b) PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the financial statements of
the parent entity, Access 24 Service Corporation Pty Limited and its controlled
entities. The term "Economic Entity" used throughout these financial statements
means the parent entity and its controlled entities.
Where a controlled entity has been acquired during the period, its results
are included in the consolidated result from the date of acquisition. Similarly,
where a controlled entity is sold, its results are included in the consolidated
result until the date of disposal.
All inter-entity balances and transactions have been eliminated.
(c) OPERATING REVENUE
Sales revenue represents revenue earned (net of discounts and allowances)
from the sale of services. Other revenue includes interest income on short term
deposits and gross proceeds from the sale of non-current assets.
(d) PLANT AND EQUIPMENT
(i) ACQUISITION
Items of plant and equipment are recorded at cost and depreciated as
outlined below.
(ii) DISPOSALS OF ASSETS
The gain or loss on disposal of assets is calculated as the difference
between the carrying amount of the asset at the time of disposal and the
proceeds on disposal, and is included in the result of the economic entity in
the period of disposal.
(iii) DEPRECIATION AND AMORTIZATION
Items of plant and equipment, and leasehold property, are
depreciated/amortized over their estimated useful lives ranging from 3 to 30
years. The straight line method is used except in the case of one controlled
entity where the reducing balance method is used in respect of all plant and
equipment.
(iv) LEASED PLANT AND EQUIPMENT
Assets of the economic entity acquired under finance leases are capitalized.
The initial amount of the leased asset and corresponding lease liability are
recorded at the present value of minimum lease payments. Leased assets are
amortized over the life of the relevant lease or, where it is likely the
economic entity will obtain ownership of the asset on expiration of the lease,
the expected useful life of the asset. Lease liabilities are reduced by the
principal component of lease payments. The interest component is charged against
operating profit.
F-32
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
Operating leases are not capitalized and rental payments are charged against
operating profit in the period in which they are incurred.
(e) INCOME TAX
The economic entity adopts the liability method of tax effect accounting.
Income tax expense is calculated on operating profit adjusted for permanent
differences between taxable and accounting income. The tax effect of timing
differences which arise from items being brought to account in different periods
for income tax and accounting purposes, is carried forward in the balance sheet
as a future income tax benefit or a deferred tax liability.
Future income tax benefits relating to tax losses are only brought to
account when their realization is virtually certain.
(f) FOREIGN CURRENCY
TRANSACTIONS
Foreign currency transactions are translated to Australian currency at the
rates of exchange ruling at the dates of the transactions. Amounts receivable
and payable in foreign currencies at balance date are translated at the rates of
exchange ruling on that date.
TRANSLATION OF FINANCIAL STATEMENTS OF OVERSEAS OPERATIONS
All overseas operations are deemed self-sustaining as each is financially
and operationally independent of Access 24 Service Corporation Pty Limited. The
financial statements of overseas operations are translated using the current
rate method and any exchange differences are taken directly to the foreign
currency translation reserve.
(g) PROVISIONS
EMPLOYEE ENTITLEMENTS
Provision has been made in the financial statements for benefits accruing to
employees in relation to such matters as annual leave and long service leave.
Long service leave provisions are calculated based on the probability of
employee's service continuity, even though in some cases such amounts are not
currently vesting.
From this financial year, all on-costs, including payroll tax, workers'
compensation premiums and fringe benefits tax are included in the determination
of provisions for annual leave and long service leave. Provisions for annual
leave and current long service leave are measured at their nominal value. Non
current long service leave is measured at its present value where materially
different from the nominal value. All provisions were previously measured at
their nominal value. This represents a change in accounting policy so as to
satisfy the requirements of AASB 1028--Accounting for Employee Entitlements.
The impact of this change in policy for the economic entity is to reduce
opening retained profits by A$14,535.
DOUBTFUL DEBTS
The collectibility of debts is assessed at year end and specific provision
is made for any doubtful accounts.
F-33
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
(h) SUPERANNUATION FUND
Contributions to a defined contribution superannuation fund are expensed in
the year they are paid or become payable. No amount is recognized in the
accounts or group accounts in respect of the net surplus or deficiency of each
plan.
(i) INTANGIBLES
Goodwill represents the excess of the purchase consideration over the fair
value of identifiable net assets acquired at the time of acquisition of a
business or shares in a controlled entity.
Goodwill is amortized by the straight line method over the period during
which benefits are expected to be received. This is taken as being 10 years.
(j) COMPARATIVE BALANCES
Certain prior year comparatives have been amended to accord with current
year disclosure.
F-34
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 2. REVENUE AND EXPENSES:
<TABLE>
<CAPTION>
TEN MONTHS
YEAR ENDED ENDED
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
<S> <C> <C>
A$ A$
Operating revenues include the following:
Fees received.................................................. 12,316,889 11,783,312
Interest from:
--other persons.............................................. 87,747 84,986
Other revenue.................................................. 321,551 339,753
------------ ------------
Total operating revenue.......................................... 12,726,187 12,208,051
------------ ------------
------------ ------------
EXPENSES:
Deductions from (additions to) operating revenue in arriving at
operating profit include the following:
Abnormal item:
Write off of non recoverable loan.............................. -- 188,952
------------ ------------
Other expenses:
Provision for doubtful debts................................... 35,255 (42,135)
Provision for annual leave..................................... 389,223 408,906
Provision for long service leave............................... 25,230 16,203
Rental expense on operating leases............................. 216,506 466,083
Depreciation of plant and equipment............................ 346,420 547,589
Interest paid
--Other persons.............................................. -- 19,203
--Finance leases and hire purchases.......................... 70,192 130,408
Amortization of goodwill....................................... 237,668 210,048
Amortization of finance lease assets........................... 203,335 196,086
Foreign exchange (gains)/losses................................ (36,841) 9,128
(Gain)/loss on disposal of fixed assets (a).................... 71,733 (28,929)
------------ ------------
------------ ------------
(a) Proceeds on the disposal of fixed assets were:............. 54,187 60,079
------------ ------------
------------ ------------
</TABLE>
F-35
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 3. INCOME TAX:
(a) The difference between income tax expense provided in the financial
statements and the prima facie income tax expense is reconciled as follows.
<TABLE>
<CAPTION>
TEN MONTHS
YEAR ENDED ENDED
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
<S> <C> <C>
A$ A$
Operating profit...................................................................... 1,611,910 463,916
------------ ------------
------------ ------------
Prima facie tax expense thereon at 36% (February 28, 1995: 33%)....................... 531,930 167,010
Increase/ (decrease) in prima facie tax expense arising from:
Amortization of goodwill............................................................ 78,430 57,830
Entertaining........................................................................ 2,724 3,833
Fringe benefit tax.................................................................. 2,141 --
Write-off of non-recoverable loan................................................... -- 68,023
Other non-deductible items.......................................................... (3,667) 21,585
Effects of lower rates of tax on overseas income.................................... -- (5,537)
Prior year adjustment............................................................... 1,262 10,708
Tax losses not brought to account................................................... -- 168,899
------------ ------------
Total income tax attributable to operating profit..................................... 612,820 492,351
------------ ------------
------------ ------------
Total income tax expense comprises movements in:
Provision for income tax............................................................ 656,627 445,758
Provision for deferred income tax................................................... 47,045 52,246
Future income tax benefit........................................................... (90,852) (5,653)
------------ ------------
612,820 492,351
------------ ------------
------------ ------------
</TABLE>
(b) As at 31 December 1995, there are companies within the economic entity
which have income tax losses available to offset against future years' taxable
income. The benefit of these losses has not been brought to account as
realization is not virtually certain.
F-36
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 4. PARENT ENTITY INVESTMENT IN CONTROLLED ENTITIES AND CONTRIBUTION TO
CONSOLIDATED RESULT:
(a) Particulars in relation to controlled entities
<TABLE>
<CAPTION>
CONTRIBUTION TO
CONSOLIDATED
% OF SHARES HELD BOOK VALUE OF INVESTMENT PROFIT/(LOSS)
------------------------------- -------------------------------- ------------------------
FEBRUARY 28, DECEMBER 31 FEBRUARY 28, DECEMBER 31 FEBRUARY DECEMBER 31
1995 1995 1995 1995 28, 1995 1995
-------------- --------------- --------------- --------------- ----------- -----------
(NOTE 22) A$ A$ A$ A$
(NOTE 22) (NOTE 22)
<S> <C> <C> <C> <C> <C> <C>
Access 24 Service
Corporation Pty
Limited.............. -- -- -- -- 852,890 343,285
Access 24 (Service
Corporation) Limited
(incorporated in New
Zealand)............. 100% 100% 83 83 146,200 99,021
Controlled entities
acquired during the
period:
Support 24 Pty
Limited
(incorporated in
Australia)
(iii)(vi).......... -- -- -- -- -- --
Access 24 Limited
(incorporated in
the United Kingdom)
(iii)(iv).......... -- 100% -- 4 -- (440,535)
High Performance
Healthcare Pty
Limited
(incorporated in
Australia) (v)..... -- 100% -- 99 -- (30,206)
--- --- ----------- -----------
83 186 999,090 (28,435)
--- --- ----------- -----------
--- --- ----------- -----------
</TABLE>
- ------------
(i) All entities operate solely in their place of incorporation.
(ii) The financial year ends of each controlled entity are the same as that of
the parent entity.
(iii)This company is not audited by the parent entity auditor or their
affiliates.
(iv) The parent entity acquired this company for cash consideration of A$4. The
company did not trade prior to the acquisition by the parent entity.
(v) The parent entity acquired this company for cash consideration of A$99. The
company did not trade prior to the acquisition by the parent entity.
(vi) A 51% shareholding in this company was acquired for nil consideration on
July 1, 1995 and was sold for A$1 consideration on December 22, 1995. At
the date of acquisition, the net deficiency of Support 24 was A$145,983
made up of the following assets and liabilities by major class: Cash
balances A$2,089, Receivables A$10,522, Fixed Assets A$10,875 and Creditors
& Borrowings A$(169,469). At the date of disposal, the net assets of
Support 24 were A$892 and were made up of: Receivables A$59,967 and
Creditors & Borrowings A$(59,075). A loss of A$42,078 had been generated
from trading activities during the period the company was a controlled
entity and Access 24 Service Corporation Pty Limited forgave a loan of
A$188,952 resulting in an operating profit of A$146,874 for the same
period.
F-37
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 4. PARENT ENTITY INVESTMENT IN CONTROLLED ENTITIES AND CONTRIBUTION TO
CONSOLIDATED RESULT: (CONTINUED)
(b) Segment information
<TABLE>
<CAPTION>
TEN MONTHS ENDED DECEMBER 31, 1995
---------------------------------------------------------
EXTERNAL INTERGROUP TOTAL SEGMENT SEGMENT
REVENUE REVENUE REVENUE RESULT ASSETS
--------- ----------- --------- ----------- ---------
A$ A$ A$ A$ A$
<S> <C> <C> <C> <C> <C>
Australia.................................... 10,085,045 251,754 10,336,799 313,079 8,080,913
New Zealand.................................. 1,645,502 -- 1,645,502 99,021 1,203,597
United Kingdom............................... 477,504 -- 477,504 (438,957) 2,170,657
Eliminations................................. -- (251,754) (251,754) (1,578) (1,613,366)
--------- ----------- --------- ----------- ---------
Consolidated................................. 12,208,051 -- 12,208,051 (28,435) 9,841,801
--------- ----------- --------- ----------- ---------
--------- ----------- --------- ----------- ---------
<CAPTION>
YEAR ENDED FEBRUARY 28, 1995
---------------------------------------------------------
EXTERNAL INTERGROUP TOTAL SEGMENT SEGMENT
REVENUE REVENUE REVENUE RESULT ASSETS
--------- ----------- --------- ----------- ---------
A$ A$ A$ A$ A$
<S> <C> <C> <C> <C> <C>
Australia.................................... 11,228,111 169,891 11,398,002 852,890 7,440,308
New Zealand.................................. 1,498,076 -- 1,498,076 146,200 1,137,691
Eliminations................................. -- (169,891) (169,891) -- (533,678)
--------- ----------- --------- ----------- ---------
Consolidated................................. 12,726,187 -- 12,726,187 999,090 8,044,321
--------- ----------- --------- ----------- ---------
--------- ----------- --------- ----------- ---------
</TABLE>
The group derives income by providing emergency medical and trade
assistance.
(c) Ultimate Parent Entity
The ultimate parent entity of Access 24 Service Corporation Pty Limited is
the Royal Automobile Club of Victoria (RACV) Limited, a company incorporated in
the state of Victoria.
NOTE 5. CASH:
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C>
Cash at bank and in hand.......................................... 1,797,191 807,875
Cash held in trust................................................ 40,791 8,345
------------ ------------
1,837,982 816,220
------------ ------------
------------ ------------
</TABLE>
F-38
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 6. RECEIVABLES:
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C>
Trade debtors.................................................... 801,326 1,288,033
Provision for doubtful trade debtors............................. (43,665) (1,530)
------------ ------------
757,661 1,286,503
Trade balances receivable from related parties................... 117,882 186,474
Amounts receivable from controlled entities...................... -- --
Accrued fees..................................................... 462,059 499,624
Other debtors.................................................... 3,376 3,440
------------ ------------
1,340,978 1,976,041
------------ ------------
------------ ------------
</TABLE>
NOTE 7. OTHER CURRENT ASSETS:
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C>
Other assets...................................................... 96,348 121,621
Prepayments....................................................... 69,084 279,552
------------ ------------
165,432 401,173
------------ ------------
------------ ------------
</TABLE>
NOTE 8. PLANT AND EQUIPMENT:
Plant and equipment and leasehold improvements:
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C>
At cost (a)....................................................... 2,124,874 4,285,965
Less accumulated depreciation..................................... (375,932) (924,807)
------------ ------------
1,748,942 3,361,158
------------ ------------
Leased plant and equipment:
Capitalized value of leased plant and equipment................. 667,753 1,236,861
Less accumulated amortization................................... (246,645) (380,738)
------------ ------------
421,108 856,123
------------ ------------
2,170,050 4,217,281
------------ ------------
------------ ------------
</TABLE>
(a) A charge has been registered by a finance company, over assets under hire
purchase of a controlled entity, to the value of A$83,584.
F-39
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 9. INTANGIBLES:
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C>
Goodwill at cost.................................................. 2,443,866 2,455,393
Accumulated amortization.......................................... (280,504) (491,033)
------------ ------------
2,163,362 1,964,360
------------ ------------
------------ ------------
</TABLE>
NOTE 10. OTHER NON-CURRENT ASSETS:
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C>
Investments
--Controlled entities (Note 4(a))............................... -- --
Security deposits................................................. 82,895 110,770
Future income tax benefit......................................... 276,523 270,871
Amount receivable from a controlled entity........................ -- --
Other non-current assets.......................................... 7,099 85,085
------------ ------------
366,517 466,726
------------ ------------
------------ ------------
</TABLE>
NOTE 11. CREDITORS AND BORROWINGS (CURRENT):
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C>
Bank overdraft.................................................... -- 196,453
Trade creditors................................................... 294,785 357,306
Sundry creditors.................................................. 928,507 948,329
Lease and hire purchase liabilities (Note 18(a)).................. 607,080 821,968
Prepaid fees and claims:
--Trade......................................................... 322,548 710,527
--Trust accounts................................................ 41,316 7,962
Amounts due to related parties.................................... 35,790 --
------------ ------------
2,230,026 3,042,545
------------ ------------
------------ ------------
</TABLE>
NOTE 12. PROVISIONS (CURRENT):
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C>
Dividend.......................................................... 785,657 --
Taxation.......................................................... 567,220 423,680
Employee entitlements............................................. 233,993 378,496
------------ ------------
1,586,870 802,176
------------ ------------
------------ ------------
</TABLE>
F-40
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 13. CREDITORS AND BORROWINGS (NON-CURRENT):
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C>
Bank Loan (a)..................................................... -- 1,000,000
Lease and hire purchase liabilities (Note 18(a)).................. 791,276 1,521,226
------------ ------------
791,276 2,521,226
------------ ------------
------------ ------------
</TABLE>
(a) The bank loan is secured by a registered mortgage debenture over all the
assets/undertakings of the parent entity and by a letter of support to the value
of A$3.77 million from the ultimate parent entity, the RACV.
NOTE 14. PROVISIONS (NON-CURRENT):
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C>
Deferred income tax.............................................. 59,099 111,345
Employee entitlements............................................ 38,117 58,598
------------ ------------
97,216 169,943
------------ ------------
------------ ------------
</TABLE>
NOTE 15. SHARE CAPITAL:
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------- -------------
A$ A$
(NOTE 22)
<S> <C> <C>
Authorized capital:
--10,000,000 ordinary shares of A$1 each..................... 10,000,000 10,000,000
------------- -------------
Issued and fully paid:
--212 ordinary shares of A$1 each............................ 212 212
------------- -------------
------------- -------------
</TABLE>
NOTE 16. RESERVES:
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C>
Share premium account............................................ 2,999,900 2,999,900
Foreign currency translation..................................... 7,288 17,236
------------ ------------
3,007,188 3,017,136
------------ ------------
------------ ------------
Foreign currency translation
--Balance at beginning of year................................. (273) 7,288
--Gain on translation of overseas controlled entities.......... 7,561 9,948
------------ ------------
--Balance at end of period..................................... 7,288 17,236
------------ ------------
------------ ------------
</TABLE>
F-41
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 17. REMUNERATION OF AUDITORS:
Amounts received or due and receivable by the auditors of the company for:
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C>
- --Audit services................................................. 20,418 43,363
- --Other services................................................. 20,250 --
------------ ------------
40,668 43,363
------------ ------------
------------ ------------
</TABLE>
NOTE 18. COMMITMENTS:
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C>
(a) Finance lease and hire purchase expenditure contracted for is
payable as follows:
Not later than one year........................................ 623,191 852,954
Later than one year and not later than two years............... 423,010 727,574
Later than two years and not later than five years............. 463,396 771,673
------------ ------------
1,509,597 2,352,201
Deduct future finance charges (i)................................ (111,241) (9,007)
------------ ------------
Net lease and hire purchase liability............................ 1,398,356 2,343,194
------------ ------------
------------ ------------
Reconciled to:
Current liability (Note 11).................................... 607,080 821,968
Non-current liability (Note 13)................................ 791,276 1,521,226
------------ ------------
1,398,356 2,343,194
------------ ------------
------------ ------------
</TABLE>
(i) In the current period, assets under hire purchase have been recorded on
a gross basis, resulting in the recognition of a liability and equivalent asset
equal to the amount of future interest payable. The finance charges disclosed
for the current year relate solely to finance leases while the prior year
comparatives include interest on assets under hire purchase.
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C>
b) Operating leases
expenditure contracted for is payable as follows:
Not later than one year........................................ 238,429 302,129
Later than one year and not later than two years............... 243,739 320,008
Later than two year and not later than five years.............. 517,833 361,031
------------ ------------
1,000,001 983,168
------------ ------------
------------ ------------
</TABLE>
The above operating lease commitments include amounts for rental operating
leases which are gross of amounts received for subleases of various premises.
F-42
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 19. REMUNERATION OF DIRECTORS:
The number of directors of the parent entity who received, or were due to
receive, remuneration (including brokerage, commissions, bonuses, retirement
payments and salaries, but excluding prescribed benefits) directly or indirectly
from the company or any related body corporate, as shown in the following bands
were:
<TABLE>
<CAPTION>
PARENT ENTITY
--------------------------
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
<S> <C> <C>
A$ 0 - A$ 9,999................................................................. 2 --
20,000 - 29,999................................................................ -- 1
50,000 - 59,999................................................................ -- 1
110,000 - 119,999................................................................ -- 1
210,000 - 219,999................................................................ -- 2
250,000 - 259,999................................................................ 2 --
260,000 - 269,999................................................................ 1 --
270,000 - 279,999................................................................ -- 1
The aggregate remuneration of the directors referred to in the above bands was: A$ 776,821 A$ 904,589
------------ ------------
------------ ------------
</TABLE>
The total of all remuneration received, or due and receivable, directly or
indirectly, from the respective corporations of which they are a director, or
any related body corporate, by all the directors of each corporation in the
economic entity of December 31, 1995 and February 28, 1995 A$904,589 and
A$839,301, respectively.
<TABLE>
<S> <C> <C>
Amounts paid to or on behalf of directors of the company in respect
of retirement benefits and superannuation contributions were: A$ 67,043 A$ 53,071
---------- -----------
---------- -----------
</TABLE>
NOTE 20. RELATED PARTY DISCLOSURES:
(a) The directors of Access 24 Service Corporation Pty Limited during the
financial period were:
Dr. John Eric Kendall
Mr. Louis Thomas Carroll
Mr. Nigel Alexander Dick
Mr. John Norman Isaac
Mr. Keith William Blyth (resigned August 1, 1995)
Mr. Edmund Christopher Johnson (appointed September 8, 1995)
F-43
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 20. RELATED PARTY DISCLOSURES: (CONTINUED)
(b) The following related party transactions occurred during the financial
period:
<TABLE>
<CAPTION>
NATURE OF RELATIONSHIP WITH ACCESS 24 SERVICE OWNERSHIP
IDENTITY OF RELATED PARTY CORPORATION PTY LIMITED INTEREST
- -------------------------------------------------- -------------------------------------------------- --------------
<S> <C> <C>
RACV Insurance Pty Limited Commonly controlled entity --
Access 24 (Service Corporation) Limited (NZ) Controlled entity 100%
Access 24 Limited (UK) Controlled entity 100%
High Performance Healthcare Pty Ltd Controlled entity 100%
Support 24 Pty Limited Controlled entity 51%
Auto 24 Pty Limited Commonly controlled entity --
Dataview Solutions Pty Limited Director related entity --
</TABLE>
<TABLE>
<CAPTION>
TERMS & CONDITIONS OF EACH
IDENTITY OF RELATED PARTY TYPE OF TRANSACTION TRANSACTION
- ----------------------------- ----------------------------- ----------------------------- VOLUME VOLUME
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
(NOTE 22)
<S> <C> <C> <C> <C>
RACV Insurance Pty Limited Sales Commercial terms and 693,039 779,467
conditions
Auto 24 Pty Limited Staff services fees Commercial terms and 448,863 877,093
conditions
Loans advanced Interest charged at 545,000 651,050
commercial bank rates
Loan repayments 427,118 632,459
Interest receipts -- 18,392
High Performance Healthcare Loans advanced Nil interest -- 34,933
Pty Limited
Access 24 (Service Management fees Commercial terms and 169,891 251,754
Corporation) Limited conditions
Loans advanced Nil interest 555,000 --
Loan repayments 42,000 220,708
Support 24 Pty Limited Loans advanced Nil interest -- 313,952
Loan repayments -- 75,000
Dataview Solutions Pty Rent and related costs, Commercial terms and 133,906 100,329
Limited software development, and conditions
accounts preparation
Access 24 Limited Loan advance Nil interest -- 1,256,206
</TABLE>
(c) During the current financial period, the parent entity entered into
certain contracts on behalf of a controlled entity. These contracts are for:
F-44
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 20. RELATED PARTY DISCLOSURES: (CONTINUED)
- the provision of services to third parties,
- operating lease for premises,
- finance lease for equipment.
The assets, liabilities, revenues and expenses associated with these
contracts have been reflected in the financial statements of the economic
entity. They have not been reflected in the financial statements of the parent
entity as, in substance, the transactions relate solely to the operations of the
controlled entity.
(d) Interests in the shares of entities within the economic entity held by
directors of the reporting entity and their director related entities, as at
December 31, 1995:
<TABLE>
<CAPTION>
ACCESS 24 SERVICE CORPORATION
PTY LTD
--------------------------------
A$1 ORDINARY SHARES, FULLY PAID
--------------------------------
FEBRUARY 28, DECEMBER 31,
1995 1995
--------------- ---------------
<S> <C> <C>
J. E. Kendall........................................ 70 70
L. T. Carroll........................................ 36 36
</TABLE>
NOTE 21. CASH FLOWS:
(a) Reconciliation of cash
For the purposes of the statement of cash flows, cash includes cash on hand
and in banks and deposits at call, net of outstanding bank overdrafts. Cash at
the end of the financial period as shown in the statement of cash flows is
reconciled to the related items in the balance sheet as follows:
<TABLE>
<CAPTION>
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
A$ A$
<S> <C> <C>
Cash balance comprises:
Cash at bank and on hand....................................... 1,797,191 807,875
Cash held in trust............................................. 40,791 8,345
------------ ------------
1,837,982 816,220
Bank overdraft................................................. -- (196,453)
------------ ------------
1,837,982 619,767
------------ ------------
------------ ------------
</TABLE>
F-45
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 21. CASH FLOWS: (CONTINUED)
(b) Reconciliation of operating profit/loss after tax to net cash flows from
operating activities:
<TABLE>
<CAPTION>
TEN MONTHS
YEAR ENDED ENDED
FEBRUARY 28, DECEMBER 31,
1995 1995
------------ ------------
<S> <C> <C>
A$ A$
<CAPTION>
(NOTE 22)
<S> <C> <C>
Operating profit/(loss) after tax................................ 999,090 (28,435)
Depreciation and amortization:
--Property, plant and equipment................................ 346,420 547,589
--Intangibles.................................................. 237,668 210,048
--Leased assets................................................ 203,335 196,086
Gain/(loss) on sale of non-current assets........................ 70,736 (28,929)
Bad and doubtful debts........................................... 35,255 (42,135)
Changes in assets and liabilities:
Trade receivables................................................ (128,396) (486,706)
Other receivables................................................ 2,662 (64)
Advances to related parties...................................... -- (68,592)
Intercompany trade receivables................................... -- --
Security deposits................................................ -- (27,875)
Accrued fees..................................................... -- (37,565)
Future income tax benefit........................................ (90,852) 5,652
Prepayments...................................................... (65,178) (210,468)
Other assets..................................................... -- (6,449)
Trade creditors.................................................. 4,359 62,521
Sundry creditors and accruals.................................... 225,978 19,822
Prepaid fees and claims:
--Trade creditors.............................................. -- 387,979
--Trust accounts............................................... (4,498) (33,354)
Amounts due to related parties................................... -- (35,790)
Repayment of advances to related parties......................... 78,855 --
Tax provision.................................................... 447,534 (143,540)
Deferred income tax liability.................................... 47,045 52,246
Adjustment to retained earnings (re AASB 1028: Accounting for
Employee Entitlements).......................................... -- (14,535)
Employee provisions.............................................. (10,289) 164,984
------------ ------------
Net cash flows from operating activities......................... 2,399,724 482,490
------------ ------------
------------ ------------
</TABLE>
(c) Non-cash financing and investing activities:
Purchases of certain plant and equipment has been conducted through finance
leases and hire purchase agreements. These transactions do not result in cash
outflows until the lease payments occur as per the individual agreements.
Purchases of property, plant and equipment financed in this way for the 10
months ended December 31, 1995 totalled A$630,789 for Access 24 and A$1,304,100
for the economic entity (A$826,505 and A$787,960 for the year ended February 28,
1995). The total value of property, plant and equipment under lease and the
resulting lease liabilities are disclosed in the financial statements.
F-46
<PAGE>
ACCESS 24 SERVICE CORPORATION PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE TEN MONTHS ENDED DECEMBER 31, 1995
(CONTINUED)
NOTE 22. FINANCIAL PERIOD:
The parent entity and its controlled entities have changed financial year
end from February 28 to December 31. As a result, these financial statements
cover the ten month period from March 1 1995 to December 31, 1995. The
comparative figures relate to the year ended February 28, 1995.
F-47
<PAGE>
INSIDE BACK COVER OF PROSPECTUS
The inside back cover is a multicolor graphic layout containing five
photographs surrounding the words "TELETECH -- innovative Customer Care
solutions." Starting in the upper right hand corner, the photographs, in
counterclockwise order, are as follows: a black-and-white photograph of a
TeleTech representative with a computer terminal in the background; a close-up
color photograph of the wall insert portion of a press-and-click telephone jack;
a black-and-white photograph of a TeleTech representative with a computer
terminal in the background; a close-up cropped color photograph of portable flip
telephone with illuminated buttons; and a color photograph of a TeleTech
representative at a workstation in a TeleTech call center. The TeleTech
corporate logo appears in the lower right-hand corner.
<PAGE>
OUTSIDE BACK COVER OF PROSPECTUS
[LOGO]
<PAGE>
[ALTERNATIVE PAGE FOR INTERNATIONAL PROSPECTUS]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED OCTOBER 10, 1996
3,600,000 SHARES
[LOGO]
COMMON STOCK
--------------
OF THE 3,600,000 SHARES OF COMMON STOCK BEING OFFERED, 720,000 SHARES ARE
BEING OFFERED INITIALLY OUTSIDE OF THE UNITED STATES AND CANADA BY THE
INTERNATIONAL UNDERWRITERS AND 2,880,000 SHARES ARE BEING OFFERED INITIALLY
IN THE UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS. SEE
"UNDERWRITERS." ALL OF THE 720,000 SHARES BEING OFFERED BY THE
INTERNATIONAL UNDERWRITERS ARE BEING SOLD BY THE SELLING STOCKHOLDERS
NAMED HEREIN. THE COMPANY WILL NOT RECEIVE ANY OF THE PROCEEDS FROM
THE SALE OF SHARES BY THE SELLING STOCKHOLDERS. SEE "PRINCIPAL
AND SELLING STOCKHOLDERS." THE COMMON STOCK IS TRADED ON THE
NASDAQ NATIONAL MARKET UNDER THE SYMBOL "TTEC." ON OCTOBER 9,
1996, THE REPORTED SALE PRICE OF THE COMMON STOCK ON THE
NASDAQ NATIONAL MARKET WAS $32 3/4 PER SHARE. SEE "PRICE
RANGE OF COMMON STOCK."
------------------------
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
COMMENCING ON PAGE 5 HEREOF.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
PRICE $ A SHARE
-------------------
<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS (1) STOCKHOLDERS (2)
----------------- ----------------- -----------------
<S> <C> <C> <C>
PER SHARE................................................ $ $ $
TOTAL (3)................................................ $ $ $
</TABLE>
- ---------
(1) THE SELLING STOCKHOLDERS AND THE COMPANY HAVE AGREED TO INDEMNIFY THE
UNDERWRITERS AGAINST CERTAIN LIABILITIES, INCLUDING LIABILITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
(2) THE COMPANY HAS AGREED TO PAY THE EXPENSES OF THE SELLING STOCKHOLDERS,
OTHER THAN UNDERWRITING DISCOUNTS AND COMMISSIONS, WHICH EXPENSES ARE
ESTIMATED TO BE $ .
(3) THE COMPANY HAS GRANTED THE U.S. UNDERWRITERS AN OPTION, EXERCISABLE
WITHIN 30 DAYS OF THE DATE HEREOF, TO PURCHASE UP TO AN AGGREGATE OF
540,000 ADDITIONAL SHARES OF COMMON STOCK AT THE PRICE TO PUBLIC LESS
UNDERWRITING DISCOUNTS AND COMMISSIONS FOR THE PURPOSE OF COVERING
OVER-ALLOTMENTS, IF ANY. IF THE U.S. UNDERWRITERS EXERCISE SUCH OPTION IN
FULL, THE TOTAL PRICE TO PUBLIC, UNDERWRITING DISCOUNTS AND COMMISSIONS
AND PROCEEDS TO COMPANY WILL BE $ , $ , $ , AND
$ , RESPECTIVELY. SEE "UNDERWRITERS."
------------------------
THE SHARES ARE OFFERED, SUBJECT TO PRIOR SALE, WHEN, AS AND IF ACCEPTED BY
THE UNDERWRITERS NAMED HEREIN AND SUBJECT TO APPROVAL OF CERTAIN LEGAL MATTERS
BY KATTEN MUCHIN & ZAVIS, COUNSEL FOR THE UNDERWRITERS. IT IS EXPECTED THAT
DELIVERY OF THE SHARES WILL BE MADE ON OR ABOUT OCTOBER , 1996 AT THE OFFICE
OF MORGAN STANLEY & CO. INCORPORATED, NEW YORK, NEW YORK, AGAINST PAYMENT
THEREFOR IN IMMEDIATELY AVAILABLE FUNDS.
-------------------
MORGAN STANLEY & CO.
INTERNATIONAL
ALEX. BROWN & SONS
INCORPORATED
SMITH BARNEY INC.
, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses (other than the SEC registration
fee, NASD filing fee and the Nasdaq National Market application fee) of the
issuance and distribution of the securities being registered, all of which will
be paid by TeleTech Holdings, Inc. ("TeleTech").
<TABLE>
<S> <C>
SEC registration fee.............................................. $ 50,865
Nasdaq National Market additional listing fee..................... *
NASD filing fee................................................... 15,251
Printing expenses................................................. 200,000
Fees and expenses of counsel...................................... 100,000
Fees and expenses of accountants.................................. 100,000
Transfer agent and registrar fees................................. 10,000
Blue sky fees and expenses........................................ 15,000
Miscellaneous..................................................... 183,884
---------
Total......................................................... $ 675,000
---------
---------
</TABLE>
- ---------
* If the Underwriters' over-allotment option is excercised in full, the
additional listing fee will equal $10,800, resulting in total estimated
expenses of $685,800.
The Selling Stockholders and, if the Underwriters' over-allotment option is
exercised, TeleTech will pay all of the foregoing expenses in proportion to the
number of shares of Common Stock sold by each of them. However, TeleTech has
agreed to pay the portion of such expenses otherwise payable by the Selling
Stockholders who are employees of TeleTech and who will sell shares received
upon exercise of options under the TeleTech Holdings, Inc. Option Plan.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation may indemnify any person who was or is a
party or is threatened to be made a party to an action (other than an action by
or in the right of the corporation) by reason of such person's service as a
director of officer of the corporation, or such person's service, at the
corporation's request, as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees)
that are actually and reasonably incurred by such person ("Expenses"), and
judgments, fines and amounts paid in settlement that are actually and reasonably
incurred by such person, in connection with the defense or settlement of such
action; provided that such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the corporation's best
interests and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such person's conduct was unlawful. Although
Delaware law permits a corporation to indemnify any person referred to above
against Expenses in connection with the defense or settlement of an action by or
in the right of the corporation, provided that such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
corporation's best interests, if such person has been judged liable to the
corporation, indemnification is only permitted to the extent that the
adjudicating court (or the court in which the action was brought) determines
that, despite the adjudication of liability, such person is entitled to
indemnity for such Expenses as the court deems proper. The determination as to
whether a person seeking indemnification has met the required standard of
conduct is to be made (1) by a majority vote of a quorum of disinterested
members of the board of directors, or (2) by independent legal counsel in a
written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (3) by the stockholders. The General Corporation Law of
Delaware also provides for mandatory indemnification of any director, officer,
employee or agent against Expenses to the extent such person has been successful
in any proceeding covered by the statute. In addition, the General Corporation
Law of Delaware provides for the general authorization of advancement of a
director's or officer's litigation expenses in lieu of requiring the
authorization of such advancement by the board of directors in specific cases,
and that
II-1
<PAGE>
indemnification and advancement of expenses provided by the statute shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement or otherwise.
TeleTech's Restated Certificate of Incorporation and By-laws provide that
TeleTech shall indemnify its directors, officers, employees and other agents to
the fullest extent permitted by Delaware law.
TeleTech has also entered into agreements to indemnify its directors and
certain of its officers, in addition to the indemnification provided for in
TeleTech's Restated Certificate of Incorporation and By-laws. These agreements
provide, among other things, that TeleTech will indemnify its directors and
officers for all direct and indirect expenses and costs (including, without
limitation, all reasonable attorneys' fees and related disbursements, other
out-of-pocket costs and reasonable compensation for time spent by such persons
for which they are not otherwise compensated by TeleTech or any third person)
and liabilities of any type whatsoever (including, but not limited to,
judgements, fines and settlement fees) actually and reasonably incurred by such
person in connection with either the investigation, defense, settlement or
appeal of any threatened, pending or completed action, suit or other proceeding,
including any action by or in the right of the corporation, arising out of such
person's services as a director, officer, employee or other agent of TeleTech,
any subsidiary of TeleTech or any other company or enterprise to which the
person provides services at the request of TeleTech. TeleTech believes that
these provisions and agreements are necessary to attract and retain talented and
experienced directors and officers.
TeleTech maintains liability insurance for the benefit of its directors and
officers.
Under the terms of the Underwriting Agreement, the Underwriters have agreed
to indemnify, under certain conditions, TeleTech, its directors, certain of its
officers and persons who control TeleTech within the meaning of the Securities
Act of 1933, as amended (the "Securities Act") against certain liabilities.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The shares of common stock, par value $.01 per share (the "Common Stock"),
issued in the transactions described below reflect a five-for-one split of the
Common Stock effected on July 31, 1996.
Pursuant to the terms of, and as a condition precedent to consummation of
the transactions contemplated by, that certain Preferred Stock Purchase
Agreement dated as of December 22, 1994 by and among TeleTech Teleservices,
Inc., a Colorado corporation ("TTS"), TeleTech Telecommunications, Inc., a
California corporation ("TTC"), TeleTech, TeleTech Investors General
Partnership, an Illinois general partnership (the "Partnership"), and Essaness
Theaters Corporation, a Delaware corporation ("Essaness"), TeleTech, on January
17, 1995, issued (a) 40,700,000 shares of Common Stock to Kenneth D. Tuchman
("Tuchman") in exchange for all of the issued and outstanding shares of capital
stock of TTS and TTC then owned by Tuchman, and (b) and 1,705,000 and 155,000 of
its convertible preferred stock, par value $6.45 per share ("Preferred Stock"),
to the Partnership and Essaness, respectively, in exchange for $11,000,000 and
$1,000,000 respectively. Each share of Preferred Stock was converted into five
shares of Common Stock in July 1996 in connection with and immediately prior to
TeleTech's Initial Public Offering.
Between January 1, 1995 and October 7, 1996, TeleTech granted to certain of
its officers, employees, consultants and independent contractors options to
acquire an aggregate of 5,138,330 shares of Common Stock. All of such options
were granted pursuant to option agreements between TeleTech and each option
holder and are subject to the terms of the TeleTech Holdings, Inc. Stock Plan
("Option Plan").
On January 1, 1996, TeleTech acquired all of the outstanding capital stock
of Access 24 Service Corporation Pty Limited, a corporation incorporated under
the laws of New South Wales, Australia ("Access 24"). As consideration for such
capital stock, TeleTech issued 712,520 shares of Common Stock to Bevero Pty
Limited and paid $2.27 million and issued 257,720 shares of Common Stock to
Access 24 Holdings Pty Limited.
In connection with the acquisition of Access 24, TeleTech entered into an
employment agreement dated as of January 1, 1996 with Dr. John E. Kendall, as
Vice President, Strategic Planning, of TeleTech. In
II-2
<PAGE>
connection with Dr. Kendall's execution of the agreement, TeleTech issued to Dr.
Kendall 38,000 shares of Common Stock, which shares constitute restricted stock
subject to the terms of the Option Plan and vest proportionately over the three
year period commencing on the date of issuance.
Also in connection with the acquisition of Access 24, TeleTech caused Access
24 to enter into an employment agreement dated as of January 1, 1996 with Louis
T. Carroll, as Managing Director of Access 24. In connection with Mr. Carroll's
execution of the agreement, TeleTech issued to Mr. Carroll 38,000 shares of
Common Stock, which shares constitute restricted stock subject to the terms of
the Option Plan and vest proportionately over the three year period commencing
on the date of issuance.
During 1996, TeleTech has granted options to acquire 262,500 shares of
Common Stock to its former and current non-executive directors, at a weighted
average exercise price of $7.11 per share, pursuant to the TeleTech Holdings,
Inc. Directors Stock Option Plan (the "Directors Plan"). All of such options are
subject to the terms of the Directors Plan and were granted pursuant to option
agreements between TeleTech and each director who received such options.
No underwriters were involved in the transactions described above. All of
the shares and options issued in the foregoing transactions were issued or
granted by the Company in reliance upon the exemptions from registration
available under Section 4(2) of the Securities Act, including Rule 701,
Regulation D or Regulation S promulgated thereunder.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
See attached Exhibit Index.
(b) Financial Statement Schedules:
See attached Financial Statement Schedule.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closings specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 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 hereunder, 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.
(c) The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, (i) the information omitted
from the form of prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this Registration Statement as of the time it was
declared effective and (ii) each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on
October 9, 1996.
By: /s/ KENNETH D. TUCHMAN
-----------------------------------
Kenneth D. Tuchman
CHAIRMAN OF THE BOARD OF DIRECTORS,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kenneth D. Tuchman and Steven D. Coburn, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as director and/or officer of
TeleTech Holdings, Inc.) to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to sign a
Registration Statement pursuant to Section 462(b) of the Securities Act of 1933,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT AND POWER OF ATTORNEY HAS BEEN SIGNED ON OCTOBER 9, 1996
BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
<TABLE>
<C> <S>
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
/s/ KENNETH D. TUCHMAN
------------------------------------------- Chairman of the Board, President and Chief Executive
Kenneth D. Tuchman Officer (Principal Executive Officer)
/s/ STEVEN B. COBURN
------------------------------------------- Chief Financial Officer (Principal Financial and
Steven B. Coburn Accounting Officer)
/s/ ROD DAMMEYER
------------------------------------------- Director
Rod Dammeyer
/s/ ALAN SILVERMAN
------------------------------------------- Director
Alan Silverman
/s/ STUART SLOAN
------------------------------------------- Director
Stuart Sloan
/s/ SAMUEL ZELL
------------------------------------------- Director
Samuel Zell
</TABLE>
II-4
<PAGE>
ARTHUR ANDERSEN LLP
To TeleTech Holdings, Inc.:
We have audited in accordance with generally accepted auditing standards the
financial statements of TeleTech Holdings, Inc. for the two years ended December
31, 1995 included in this Registration Statement and have issued our report
thereon dated February 10, 1996. Our audit was made for the purpose of forming
an opinion on the basic financial statements taken as a whole. Schedule II
following this report is the responsibility of the company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly state in all material
respects the financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
February 10, 1996
S-1
<PAGE>
GUMBINER, SAVETT, FINKEL, FINGLESON & ROSE, INC.
CERTIFIED PUBLIC ACCOUNTANTS
SANTA MONICA, CALIFORNIA
To TeleTech Holdings, Inc.:
We have audited in accordance with generally accepted auditing standards,
the combined statements of income and cash flows of TeleTech Telecommunications,
Inc. and TeleTech Teleservices, Inc. included in this Registration Statement and
have issued our report thereon dated April 13, 1994. Our audit was made for the
purpose of forming an opinion on the basic combined statements of income and
cash flows taken as a whole. Schedule II following this report is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic combined statements of income and cash flows. The figures relating to
the eleven month period ended December 31, 1993 included in this schedule has
been subjected to the auditing procedures applied in the audit of the basic
combined statements of income and cash flows and, in our opinion, fairly state
in all material respects the financial data required to be set forth therein in
relation to the basic combined statements of income and cash flows taken as a
whole.
/s/ Gumbiner, Savett, Finkel, Fingleson & Rose, Inc.
June 27, 1996
Santa Monica, California
S-2
<PAGE>
SCHEDULE II
TELETECH HOLDINGS, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
PERIODS ENDED DECEMBER 31, 1993, 1994, 1995
<TABLE>
<CAPTION>
ADDITIONS DEDUCTIONS
BALANCE AT ---------------------------- FROM BALANCE AT
BEGINNING CHARGED TO CHARGED TO RESERVES END OF
OF PERIOD INCOME OTHER ACCOUNTS (A) PERIOD
----------- ----------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Allowance for Doubtful Accounts:
11 months ended December 31, 1993................ $ 40,000 $ 302,408 $ 0 $ (149,515) $ 192,893
--
--
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
Year Ended December 31, 1994..................... $ 192,893 $ 145,000 $ 0 $ (165,381) $ 172,512
--
--
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
Year Ended December 31, 1995..................... $ 172,512 $ 630,850 $ 0 $ (14,455) $ 788,907
--
--
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
</TABLE>
- ---------
(a) Uncollectible accounts written off.
S-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement
3.1 Restated Certificate of Incorporation of TeleTech is incorporated herein by reference to Exhibit 3.1
to TeleTech's Registration Statement on Form S-1, as amended (Registration Statement No. 333-04097)
3.2 Amended and Restated By-laws of TeleTech is incorporated herein by reference to Exhibit 3.2 to
TeleTech's Registration Statement on Form S-1, as amended (Registration Statement No. 333-04097)
4.1 Amended and Restated Investment Agreement to be executed at the closing of the Offering among
TeleTech, TeleTech Investors General Partnership, Alan Silverman, Susan Silverman and Jack Silverman
is incorporated herein by reference to Exhibit 4.1 to TeleTech's Registration Statement on Form S-1,
as amended (Registration Statement No. 333-04097)
4.2 Stock Transfer and Registration Rights Agreement dated as of January 1, 1996 among TeleTech, Access 24
Holdings Pty Limited, Bevero Pty Limited and Access 24 Service Corporation Pty Limited is
incorporated herein by reference to Exhibit 4.2 to TeleTech's Registration Statement on Form S-1, as
amended (Registration Statement No. 333-04097)
4.3 Specimen Common Stock Certificate is incorporated herein by reference to Exhibit 4.3 to TeleTech's
Registration Statement on Form S-1, as amended (Registration Statement No. 333-04097)
5.1 Opinion of Neal, Gerber & Eisenberg, counsel to TeleTech
10.1 Employment Agreement dated as of January 1, 1995 between Kenneth D. Tuchman and TeleTech is
incorporated herein by reference to Exhibit 10.1 to TeleTech's Registration Statement on Form S-1, as
amended (Registration Statement No. 333-04097)
10.2 Employment Agreement dated as of January 1, 1995 between Joseph D. Livingston and TeleTech (the
"Livingston Employment Agreement") is incorporated herein by reference to Exhibit 10.2 to TeleTech's
Registration Statement on Form S-1, as amended (Registration Statement No. 333-04097)
10.3 Amendment to the Livingston Employment Agreement dated May 14, 1996 is incorporated herein by
reference to Exhibit 10.3 to TeleTech's Registration Statement on Form S-1, as amended (Registration
Statement No. 333-04097)
10.4 Employment Agreement dated as of April 1, 1996 between Steven B. Coburn and TeleTech is incorporated
herein by reference to Exhibit 10.4 to TeleTech's Registration Statement on Form S-1, as amended
(Registration Statement No. 333-04097)
10.5 Preferred Stock Purchase Agreement dated as of December 22, 1994 among TeleTech Teleservices, Inc.,
TeleTech Telecommunications, Inc., TeleTech, TeleTech Investors General Partnership and Essaness
Theaters Corporation is incorporated herein by reference to Exhibit 10.5 to TeleTech's Registration
Statement on Form S-1, as amended (Registration Statement No. 333-04097)
10.6 Subscription and Shareholders Agreement dated April 30, 1996 among TeleTech, Access 24 Limited and
Priplan Investments Limited is incorporated herein by reference to Exhibit 10.6 to TeleTech's
Registration Statement on Form S-1, as amended (Registration Statement No. 333-04097)
10.7 TeleTech Holdings, Inc. Stock Plan is incorporated herein by reference to Exhibit 10.7 to TeleTech's
Registration Statement on Form S-1, as amended (Registration Statement No. 333-04097)
10.8 TeleTech Holdings, Inc. Directors Stock Option Plan is incorporated herein by reference to Exhibit
10.8 to TeleTech's Registration Statement on Form S-1, as amended (Registration Statement No.
333-04097)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
10.9 Sublease Agreement dated September 26, 1994 between International Business Machines Corporation and
TeleTech Telecommunications, Inc. is incorporated herein by reference to Exhibit 10.9 to TeleTech's
Registration Statement on Form S-1, as amended (Registration Statement No. 333-04097)
<S> <C>
10.10 Agreement dated March 16, 1993 between 1700 Lincoln Limited and TeleTech Telecommunications, Inc. and
TeleTech Teleservices, Inc. is incorporated herein by reference to Exhibit 10.10 to TeleTech's
Registration Statement on Form S-1, as amended (Registration Statement No. 333-04097)
10.11 Lease dated September 21, 1995 between First Union Management, Inc. and TeleTech Teleservices and
TeleTech is incorporated herein by reference to Exhibit 10.11 to TeleTech's Registration Statement on
Form S-1, as amended (Registration Statement No. 333-04097)
10.12 Form of Client Services Agreement is incorporated herein by reference to Exhibit 10.12 to TeleTech's
Registration Statement on Form S-1, as amended (Registration Statement No. 333-04097)
10.13 Agreement for Call Center Management between United Parcel General Services Co. and TeleTech is
incorporated herein by reference to Exhibit 10.13 to TeleTech's Registration Statement on Form S-1,
as amended (Registration Statement No. 333-04097)
10.14 Office Lease dated June 24, 1996 between Sam Menlo, Trustee of the Menlo Trust, U.T.I. 5/2/83, and
TeleTech Telecommunications is incorporated herein by reference to Exhibit 10.14 to TeleTech's
Registration Statement on Form S-1, as amended (Registration Statement No. 333-04097)
10.15 Business Loan Agreement dated March 29, 1996 among TeleTech Telecommunications, Inc., TeleTech
Teleservices, Inc. and TeleTech, as Borrower, and First Interstate Bank of California, as Lender;
Addendum dated March 29, 1996 is incorporated herein by reference to Exhibit 10.15 to TeleTech's
Registration Statement on Form S-1, as amended (Registration Statement No. 333-04097)
10.16 Stock Purchase Agreement dated as of January 1, 1996 among Access 24 Holdings Pty Limited, Bevero Pty
Limited, Access 24 Service Corporation Pty Limited and TeleTech is incorporated herein by reference
to Exhibit 10.16 to TeleTech's Registration Statement on Form S-1, as amended (Registration Statement
No. 333-04097)
10.17 Master Lease Agreement dated as of July 11, 1995 among First Interstate Bank of California, TeleTech,
TeleTech Telecommunications, Inc. and TeleTech Teleservices, Inc. is incorporated herein by reference
to Exhibit 10.17 to TeleTech's Registration Statement on Form S-1, as amended (Registration Statement
No. 333-04097)
10.18 Master Equipment Lease Agreement dated as of August 16, 1995 between NationsBanc Leasing Corporation
and TeleTech is incorporated herein by reference to Exhibit 10.18 to TeleTech's Registration
Statement on Form S-1, as amended (Registration Statement No. 333-04097)
10.19 Sublease dated as of September 28, 1995 between Norwest Bank Colorado, National Association, and
TeleTech Teleservices, Inc., TeleTech Telecommunications, Inc. and TeleTech Holdings, Inc. is
incorporated herein by reference to Exhibit 10.19 to TeleTech's Registration Statement on Form S-1,
as amended (Registration Statement No. 333-04097)
10.20 Sublease dated as of September 28, 1995 between Norwest Bank Colorado, National Association, and
TeleTech Teleservices, Inc., TeleTech Telecommunications, Inc. and TeleTech Holdings, Inc. is
incorporated herein by reference to Exhibit 10.20 to TeleTech's Registration Statement on Form S-1,
as amended (Registration Statement No. 333-04097)
10.21 Consulting Agreement dated as of August 15, 1996, between TeleTech and Richard Weingarten & Company,
Inc.
16.1 Letter regarding change in independent accountants is incorporated herein by reference to Exhibit 16.1
to TeleTech's Registration Statement on Form S-1, as amended (Registration Statement No. 333-04097)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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21.1 List of subsidiaries
<S> <C>
23.1 Consent of Arthur Anderson LLP, independent public accountants
23.2 Consent of Gumbiner, Savett, Finkel, Fingleson & Rose, Inc. (formerly Gumbiner, Savett, Friedman &
Rose, Inc.), independent public accountants
23.3 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page to the Registration Statement)
27 Financial Data Schedule
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3,600,000 Shares
TELETECH HOLDINGS, INC.
COMMON STOCK, $.01 PAR VALUE
UNDERWRITING AGREEMENT
October __, 1996
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October __, 1996
Morgan Stanley & Co. Incorporated
Alex. Brown & Sons Incorporated
Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Alex. Brown & Sons Incorporated
Smith Barney Inc.
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E 14 4 Q A
England
Dear Sirs:
Kenneth D. Tuchman ("Tuchman"), Rod Dammeyer ("Dammeyer"), Stuart Sloan
("Sloan"), Richard Weingarten ("Weingarten"), Joseph D. Livingston
("Livingston"), William Pate ("Pate"), Sheli Rosenberg ("Rosenberg"), Don
Liebentritt ("Liebentritt"), the Zell General Partnership, Inc. (the "Zell
Partnership") and the other stockholders of TeleTech Holdings, Inc., a
Delaware corporation (the "Company"), named on Schedule III attached hereto
(the stockholders named on Schedule III being hereinafter collectively
referred to as the "Selling Stockholders") severally propose to sell to the
several Underwriters (as defined below), 3,600,000 shares (the "Firm Shares")
of the Company's common stock, $.01 par value per share ("Common Stock"),
each Selling Stockholder selling the amount set forth opposite such Selling
Stockholder's name on Schedule III hereto. Dammeyer, Sloan, Weingarten,
Livingston, Pate, Rosenberg, Liebentritt and the Zell Partnership are
hereinafter sometimes collectively referred to as the "Inside Selling
Stockholders," and the Selling Stockholders that are not Inside Selling
Stockholders are hereinafter sometimes collectively referred to as the
"Outside Selling Stockholders." The Selling Stockholders that were partners
of TeleTech Investors General Partnership ("TIGP") until its dissolution on
August 6, 1996 or that received their Shares from any former partner of TIGP,
as indicated on Schedule III, are hereinafter sometimes collectively referred
to as the "TIGP Selling Stockholders," and the Selling Stockholders that are
not TIGP Selling Stockholders are hereinafter sometimes collectively referred
to as the "Non-TIGP Selling Stockholders."
It is understood that, subject to the conditions hereinafter stated,
2,880,000 Firm Shares (the "U.S. Firm Shares") will be sold to the several U.S.
Underwriters named in Schedule I hereto (the "U.S. Underwriters") in connection
with the offering and sale of such U.S. Firm Shares in the United States and
Canada to United States and Canadian Persons (as such terms
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are defined in the Agreement Between U.S. and International Underwriters of even
date herewith (the "International Agreement")), and 720,000 Firm Shares (the
"International Shares") will be sold to the several International Underwriters
named in Schedule II hereto (the "International Underwriters") in connection
with the offering and sale of such International Shares outside the United
States and Canada to persons other than United States and Canadian Persons.
Morgan Stanley & Co. Incorporated, Alex. Brown & Sons Incorporated and Smith
Barney Inc. shall act as representatives (the "U.S. Representatives") of the
several U.S. Underwriters, and Morgan Stanley & Co. International Limited, Alex.
Brown & Sons Incorporated and Smith Barney Inc. shall act as representatives
(the "International Representatives") of the several International Underwriters.
The U.S. Underwriters and the International Underwriters are hereinafter
collectively referred to as the "Underwriters."
The Company also proposes to sell to the several U.S. Underwriters not more
than an additional 540,000 shares of the Company's common stock, $.01 par value
per share (the "Additional Shares"), if and to the extent that the U.S.
Representatives shall have determined to exercise, on behalf of the U.S.
Underwriters, the right to purchase such shares of common stock granted to the
U.S. Underwriters in Section 3 hereof. The Firm Shares and the Additional
Shares are hereinafter collectively referred to as the "Shares." The shares of
common stock, $.01 par value per share, of the Company to be outstanding after
giving effect to the sales contemplated hereby are hereinafter referred to as
the "Common Stock." The Company and the Selling Stockholders are hereinafter
sometimes collectively referred to as the "Sellers."
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement relating to the Shares. The registration
statement contains two prospectuses to be used in connection with the offering
and sale of the Shares: the U.S. prospectus, to be used in connection with the
offering and sale of Shares in the United States and Canada to United States and
Canadian Persons, and the international prospectus, to be used in connection
with the offering and sale of Shares outside the United States and Canada to
persons other than United States and Canadian Persons. The international
prospectus is identical to the U.S. prospectus except for the outside front
cover page. The registration statement as amended at the time it becomes
effective, including the information (if any) deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430A under
the Securities Act of 1933, as amended (the "Securities Act"), is hereinafter
referred to as the "Registration Statement;" the U.S. prospectus and the
international prospectus in the respective forms first used to confirm sales of
Shares are hereinafter collectively referred to as the "Prospectus." If the
Company has filed an abbreviated registration statement to register additional
shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the
"Rule 462 Registration Statement"), then any reference herein to the term
"Registration Statement" shall be deemed to include such Rule 462 Registration
Statement.
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to and agrees with each of the Underwriters that:
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(a) The Registration Statement has become effective, no stop order
suspending the effectiveness of the Registration Statement is in effect and
no proceedings for such purpose are pending before or, to the knowledge of
the Company, threatened by the Commission.
(b) (i) Each part of the Registration Statement, when such part became
effective, did not contain and each such part, as amended or supplemented,
if applicable, will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (ii) the Registration Statement
and the Prospectus comply and, as amended or supplemented, if applicable,
will comply in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder and (iii) the
Prospectus does not contain and, as amended or supplemented, if applicable,
will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this Section 1(b) do not apply
to statements or omission in the Registration Statement or the Prospectus
based upon information relating to any Underwriter furnished to the Company
in writing by such Underwriter through you expressly for use therein.
(c) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property
and to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole.
(d) Each subsidiary of the Company has been duly incorporated, is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to
own its property and to conduct its business as described in the Prospectus
and is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent that
the failure to be so qualified or be in good standing could not have a
material adverse effect on the Company and its subsidiaries, taken as a
whole.
(e) As of the Closing Date, the authorized capital stock of the
Company will conform as to legal matters to the description thereof
contained in the Prospectus.
(f) The shares of Common Stock outstanding prior to the issuance of
the Shares by the Company (including the Shares to be sold by the Selling
Stockholders) have been duly authorized and are validly issued, fully paid
and non-assessable.
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(g) The Additional Shares which the Company proposes to sell
hereunder have been duly authorized and, if and when issued and delivered
in accordance with the terms of this Agreement, will be validly issued,
fully paid and non-assessable, and the issuance of such Additional Shares
will not be subject to any preemptive or similar rights.
(h) This Agreement has been duly authorized, executed and delivered
by the Company.
(i) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, this Agreement will not contravene
any provision of applicable law or the certificate of incorporation or by-
laws of the Company or any agreement or other instrument binding upon the
Company or any of its subsidiaries that is material to the Company and its
subsidiaries, taken as a whole, or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or
any subsidiary, and no consent, approval, authorization or order of or
qualification with any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement, except
such as may be required by the securities or Blue Sky laws of the various
states in connection with the offer and sale of the Shares.
(j) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, from that
set forth in the Prospectus (exclusive of any amendments or supplements
thereto subsequent to the date of this Agreement).
(k) There are no legal or governmental proceedings pending or, to the
knowledge of the Company, threatened to which the Company or any of its
subsidiaries is a party or to which any of the properties of the Company or
any of its subsidiaries is subject that are required to be described in the
Registration Statement or the Prospectus and are not so described or any
statutes, regulations, contracts or other documents that are required to be
described in the Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement that are not described or filed as
required.
(l) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Securities Act, complied when so filed in
all material respects with the Securities Act and the rules and regulations
of the Commission thereunder.
(m) The Company is not an "investment company" or an entity
"controlled" by an "investment company" as such terms are defined in the
Investment Company Act of 1940, as amended.
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(n) The Company and its subsidiaries are (i) in compliance with any
and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except where such
noncompliance with Environmental Laws, failure to receive required permits,
licenses or other approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals would not, singly or in
the aggregate, have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
(o) The Company has complied with all provisions of Section 517.075
Florida Statutes relating to doing business with the Government of Cuba or
with any person or affiliate located in Cuba.
(p) There are no contracts, agreements or understandings between the
Company and any person granting such person the right to require the
Company to file a registration statement under the Securities Act with
respect to any securities of the Company or to require the Company to
include such securities with the Shares registered pursuant to the
Registration Statement, except in each case as described in the Prospectus.
(q) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, (i) the Company and
its subsidiaries have not incurred any material liability or obligation,
direct or contingent, nor entered into any material transaction not in the
ordinary course of business; (ii) the Company has not purchased any of its
outstanding capital stock, nor declared, paid or otherwise made any
dividend or distribution of any kind on its capital stock other than
ordinary and customary dividends; and (iii) there has not been any material
change in the capital stock, short-term debt or long-term debt of the
Company and its consolidated subsidiaries, except in each case as described
in or contemplated by the Prospectus.
(r) The Company and its subsidiaries have good and marketable title
in fee simple to all real property and good and marketable title to all
personal property owned by them which is material to the business of the
Company and its subsidiaries, in each case free and clear of all liens,
encumbrances and defects except such as are described in the Prospectus or
such as do not materially affect the value of such property and do not
interfere with the use made and proposed to be made of such property by the
Company and its subsidiaries; and any real property and facilities held
under lease by the Company and its subsidiaries are held by them under
valid, subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made and proposed to be made of
such property and buildings by the Company and its subsidiaries, in each
case except as described in or contemplated by the Prospectus.
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(s) The Company and it subsidiaries own or possess, or can acquire on
reasonable terms, all material patents, patent rights, licenses,
inventions, copyrights, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks, service marks and trade names currently
employed by them in connection with the business now operated by them, and
neither the Company nor any of its subsidiaries has received any notice of
infringement of or conflict with asserted rights of others with respect to
any of the foregoing which, singly or in the aggregate, if the subject of
an unfavorable decision, ruling or finding, would result in any material
adverse change in the condition, financial or otherwise, or in the
earnings, business or operations of the Company and its subsidiaries, taken
as a whole.
(t) No material labor dispute with the employees of the Company or
any of its subsidiaries exists, except as described in or contemplated by
the Prospectus, or, to the knowledge of the Company, is imminent.
(u) The Company and each of its subsidiaries are insured by insurers
of recognized financial responsibility against such losses and risks and in
such amounts as management of the Company believes to be prudent and
customary in the businesses in which the Company and its subsidiaries are
engaged; neither the Company nor any such subsidiary has been refused any
insurance coverage sought or applied for; and neither the Company nor any
such subsidiary has any reason to believe that it will not be able to renew
its existing insurance coverage as and when such coverage expires or to
obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not materially and adversely
affect the condition, financial or otherwise, or the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, except as
described in or contemplated by the Prospectus.
(v) The Company and its subsidiaries possess all material
certificates, authorizations and permits issued by the appropriate federal,
state or foreign regulatory authorities necessary to conduct their
respective businesses, and neither the Company nor any such subsidiary has
received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization or permit which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would result in a material adverse change in the condition,
financial or otherwise, or in the earnings, business or operations of the
Company and its subsidiaries, taken as a whole, except as described in or
contemplated by the Prospectus.
(w) The Company and each of its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management's general
or specific authorizations; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability; (iii)
access to assets is permitted only in accordance with management's
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general or specific authorization; and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.
(x) The Lock-Up Agreements (as defined in Section 6(h)) executed by
the Company's officers and directors in connection with the Company's
initial public offering are, and on the Closing Date will be, in full force
and effect.
2. REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS. Each of
the Selling Stockholders, severally and not jointly, represents and warrants to
and agrees with each of the Underwriters that:
(a) This Agreement has been duly authorized, executed and delivered by or on
behalf of such Selling Stockholder.
(b) The execution and delivery by such Selling Stockholder of, and
the performance of such Selling Stockholder of its obligations under, this
Agreement, the Custody Agreement signed by such Selling Stockholder and
American Stock Transfer & Trust Company, as Custodian, relating to the
deposit of the Shares to be sold by such Selling Stockholder (the "Custody
Agreement"), and the Power of Attorney appointing certain individuals as
such Selling Stockholder's attorneys-in-fact to the extent set forth
therein, relating to the transactions contemplated hereby and by the
Registration Statement (the "Power of Attorney"), will not contravene any
provision of applicable law, the articles or certificate of incorporation
or by-laws of such Selling Stockholder (if such Selling Stockholder is a
corporation), the operating agreement of such Selling Stockholder (if such
Selling Stockholder is a limited liability company), the partnership
agreement of such Selling Stockholder (if such Selling Stockholder is a
partnership), or the trust agreement of such Selling Stockholder (if such
Selling Stockholder is a trust), or any other agreement or instrument
binding upon such Selling Stockholder or any judgment, order or decree of
any governmental body, agency or court having jurisdiction over such
Selling Stockholder, and no consent, approval, authorization or order of,
or qualification with, any governmental body or agency is required for the
performance by such Selling Stockholder of its obligations under this
Agreement or the Custody Agreement or Power of Attorney of such Selling
Stockholder, except such as may be required by the federal securities laws
of the United States or the Blue Sky laws of the various states in
connection with the offer and sale of the Shares.
(c) Such Selling Stockholder has, and on the Closing Date will have,
valid title to the Shares to be sold by such Selling Stockholder; and such
Selling Stockholder has, and on the Closing Date will have, the legal right
and power, and all authorization and approval required by law, to enter
into this Agreement, the Custody Agreement and the Power of Attorney and to
sell, transfer and deliver the Shares to be sold by such Selling
Stockholder; provided, however, that such Selling Stockholder makes no
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representation with respect to authorization or approval required under the
federal securities laws of the United States or the securities or Blue Sky
laws of the various states in connection with the offer and sale of the
Shares.
(d) The Custody Agreement and the Power of Attorney have been duly
authorized, executed and delivered by such Selling Stockholder and are
valid and binding agreements of such Selling Stockholder.
(e) Assuming the Underwriters purchase such Shares for value, in good
faith and without notice of any adverse claim, delivery of the Shares to be
sold by such Selling Stockholder pursuant to this Agreement will pass title
to such Shares free and clear of any security interests, claims, liens,
equities and other encumbrances.
2A. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF TUCHMAN. Tuchman
represents and warrants to and agrees with each of the underwriters that (i) the
Registration Statement, when it became effective, did not contain and, as
amended or supplemented, if applicable, will not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, and (ii) the
Prospectus does not contain and, as amended or supplemented, if applicable, will
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that the representations and
warranties set forth in this Section 2A do not apply to statements or omissions
in the Registration Statement or the Prospectus based upon information relating
to any Underwriter furnished to the Company in writing by such Underwriter
through you, or information relating to any other Selling Stockholder furnished
to the Company in writing by such Selling Stockholder, expressly for use
therein.
2B. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE INSIDE SELLING
STOCKHOLDERS. Each of the Inside Selling Stockholders, severally and not
jointly, represents and warrants to and agrees with each of the Underwriters
that (i) such parts of the Registration Statement as specifically refer to such
Inside Selling Stockholder and, to the actual knowledge of such Inside Selling
Stockholder, all other parts of the Registration Statement, when the
Registration Statement became effective, did not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, and (ii) such parts of the
Prospectus as specifically refer to such Inside Selling Stockholder and, to the
actual knowledge of such Inside Selling Stockholder, all other parts of the
Prospectus do not contain and, as amended or supplemented, if applicable, will
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that the representations and
warranties set forth in this Section 2B do not apply to statements or omissions
in the Registration Statement or the Prospectus based upon information relating
to any Underwriter furnished to the Company in writing by such Underwriter
through you expressly for use therein. For purposes of this Section 2B and
Section 9(a), the "actual knowledge of the Zell Partnership" means the actual
knowledge of Samuel Zell.
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2C. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE OUTSIDE SELLING
STOCKHOLDERS. Each of the Outside Selling Stockholders, severally and not
jointly, represents and warrants to and agrees with each of the Underwriters
that (i) such parts of the Registration Statement as specifically refer to such
Outside Selling Stockholder, when the Registration Statement became effective,
did not contain and, as amended or supplemented, if applicable, will not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and (ii) such parts of the Prospectus as specifically refer to such
Outside Selling Stockholder do not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
3. AGREEMENTS TO SELL AND PURCHASE. Each Selling Stockholder, severally
and not jointly, hereby agrees to sell to the several Underwriters, and each
Underwriter, upon the basis of the representations and warranties herein
contained, but subject to the conditions hereinafter stated, agree, severally
and not jointly, to purchase from such Selling Stockholder at $__________ a
share (the "Purchase Price") the number of Firm Shares (subject to such
adjustments to eliminate fractional shares as you may determine) that bears the
same proportion to the total number of Firm Shares to be sold by such Selling
Stockholder as the number of Firm Shares set forth in Schedules I and II hereto
opposite the name of such Underwriter bears to the total number of Firm Shares.
On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to sell
to the U.S. Underwriters the Additional Shares, and the U.S. Underwriters shall
have a one-time right to purchase, severally and not jointly, up to 540,000
Additional Shares at the Purchase Price. Such date may be the same as the
Closing Date (as defined below) but not earlier than the Closing Date nor later
than ten business days after the date written notice of an election to purchase
Additional Shares is given. If the U.S. Representatives, on behalf of the U.S.
Underwriters, elect to exercise such option, the U.S. Representatives shall so
notify the Company in writing not later than 30 days after the date of this
Agreement which notice shall specify the number of Additional Shares to be
purchased by the U.S. Underwriters and the date on which such Additional Shares
are to be purchased. Additional Shares may be purchased as provided in Section
5 hereof solely for the purpose of covering overallotments made in connection
with the offering of the Firm Shares. If any Additional Shares are to be
purchased, each U.S. Underwriter agrees, severally and not jointly, to purchase
the number of Additional Shares (subject to such adjustments to eliminate
fractional shares as the U.S. Representatives may determine) that bears the same
proportion to the total number of Additional Shares to be purchased as the
number of U.S. Firm Shares set forth in Schedule I hereto opposite the name of
such U.S. Underwriter bears to the total number of U.S. Firm Shares. The
Additional Shares to be purchased by the U.S. Underwriters hereunder and the
U.S. Firm Shares are hereinafter collectively referred to as the "U.S. Shares."
Each Seller hereby agrees that, without the prior written consent of Morgan
Stanley & Co. Incorporated, it will not, during the period ending January 27,
1997, (i) offer, pledge, sell,
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contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for Common Stock
(whether such shares of Common Stock or any such securities are now owned or
hereafter acquired), or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the Common Stock, whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to (A)
the Shares to be sold hereunder, (B) the issuance by the Company of shares of
Common Stock upon the exercise of an option or warrant or the conversion of a
security outstanding on July 31, 1996 of which the Underwriters have been
advised in writing, or (C) the grant by the Company of options pursuant to the
TeleTech Holdings, Inc. Stock Plan and the TeleTech Holdings, Inc. Directors
Stock Option Plan (collectively, the "Plans"), as the Plans are described in the
Prospectus. In addition, each Selling Stockholder, agrees that, without the
prior written consent of Morgan Stanley & Co. Incorporated, it will not, during
the period ending January 27, 1997, make any demand for, or exercise any right
with respect to, the registration of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock.
4. TERMS OF PUBLIC OFFERING. The Sellers are advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Shares as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable. The Sellers are further
advised by you that the Shares are to be offered to the public initially at U.S.
$__________ a share (the "Public Offering Price") and to certain dealers
selected by you at a price that represents a concession not in excess of U.S.
$__________ a share under the Public Offering Price, and that any Underwriter
may allow, and such dealers may reallow, a concession, not in excess of U.S.
$__________ a share, to any Underwriter or to certain other dealers.
Each U.S. Underwriter hereby makes to, and with, the Company and the
Selling Stockholders the representations and agreements of such U.S. Underwriter
contained in the fifth and sixth paragraphs of Article III of the International
Agreement. Each International Underwriter hereby makes to and with the Company
and the Selling Stockholders the representations and agreements of such
International Underwriter contained in the seventh, eighth, ninth and tenth
paragraphs of Article III of the International Agreement.
5. PAYMENT AND DELIVERY. Payment for the Firm Shares to be sold by each
Selling Stockholder shall be made to such Selling Stockholder in Federal or
other funds immediately available in New York City against delivery of such Firm
Shares for the respective accounts of the several Underwriters at 10:00 A.M.,
New York City time, on __________, 1996, or at such other time on the same or
such other date, not later than __________, 1996, as shall be designated in
writing by you. The time and date of such payment are hereinafter referred to
as the "Closing Date."
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Payment for any Additional Shares shall be made to the Company in Federal
or other funds immediately available in New York City against delivery of such
Additional Shares for the respective accounts of the several Underwriters at
10:00 A.M., New York City time, on the date specified in the notice described in
Section 3 or on such other date, in any event not later than, __________, 1996,
as shall be designated in writing by the U.S. Representatives. The time and
date of such payment are hereinafter referred to as the "Option Closing Date."
Certificates for the Firm Shares and Additional Shares shall be in
definitive form and registered in such names and in such denominations as you
shall request in writing not later than two full business days prior to the
Closing Date or the Option Closing Date, as the case may be. The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing Date or the Option Closing Date, as the case may be, for the
respective accounts of the several Underwriters, with any transfer taxes payable
in connection with the transfer of the Shares to the Underwriters duly paid,
against payment of the Purchase Price therefor.
6. CONDITIONS TO THE UNDERWRITERS' OBLIGATIONS. The obligations of the
Selling Stockholders to sell the Shares to the Underwriters and the several
obligations of the Underwriters to purchase and pay for the Shares on the
Closing Date hereunder are subject to the condition that the Registration
Statement shall have become effective not later than 4:00 p.m. (New York time)
on the date hereof.
The several obligations of the Underwriters hereunder are subject to the
following further conditions:
(a) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date:
(i) there shall not have occurred any change, or any development
involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations, of the Company
and its subsidiaries, taken as a whole, from that set forth in the
Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement), that, in your judgment, is
material and adverse and that makes it, in your judgment,
impracticable to market the Shares on the terms and in the manner
contemplated in the Prospectus; and
(ii) there shall not have occurred any downgrading, nor shall any
notice have been given of any intended or potential downgrading or of
any review of a possible change that does not indicate the direction
of the possible change, in the rating accorded any of the Company's
securities by any "nationally recognized statistical rating
organization," as such term is defined for purposes of Rule 436(g) (2)
under the Securities Act.
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(b) The Underwriters shall have received on the Closing Date (x) a
certificate, dated the Closing Date and signed by an executive officer of
the Company, to the effect set forth in clause (ii) of Section 6(a) above
and to the effect that the representations and warranties of the Company
contained in this Agreement are true and correct as of the Closing Date and
that the Company has complied with all of the agreements and satisfied all
of the conditions on its part to be performed or satisfied hereunder on or
before the Closing Date, and (y) a certificate of each Selling Stockholder
to the effect that the representations and warranties of such Selling
Stockholder contained in this Agreement are true and correct as of the
Closing Date and that such Selling Stockholder has complied with all of the
agreements and satisfied all of the conditions on its part to be performed
or satisfied hereunder on or before the Closing Date.
The executive officer signing and delivering the certificate for the
Company may rely upon the best of his knowledge as to proceedings
threatened.
(c) The Underwriters shall have received on the Closing Date an
opinion of Neal, Gerber & Eisenberg, counsel for the Company and (for
purposes of such opinion and certain other deliveries to the Underwriters)
the Non-TIGP Selling Stockholders, dated the Closing Date, to the effect
that:
(i) the Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the jurisdiction
of its incorporation, has the corporate power and authority to own its
property and to conduct its business as described in the Prospectus
and, to the knowledge of such counsel, is duly qualified to transact
business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to
be so qualified or be in good standing would not have a material
adverse effect on the Company and its subsidiaries taken as a whole;
(ii) each subsidiary of the Company has been duly incorporated,
is validly existing as a corporation in good standing under the laws
of the jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described
in the Prospectus and, to the knowledge of such counsel, is duly
qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent
that the failure to be so qualified or be in good standing would not
have a material adverse effect on the Company and its subsidiaries
taken as a whole;
(iii) the authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus;
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(iv) the shares of Common Stock outstanding immediately prior to
the issuance of the Shares by the Company (including the Shares to be
sold by the Selling Stockholders) have been duly authorized and are
validly issued, fully paid and non-assessable;
(v) the Shares to be sold by the Company have been duly
authorized and, when issued and delivered in accordance with the terms
of this Agreement, will be validly issued, fully paid and non-
assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights;
(vi) this Agreement has been duly authorized, executed and
delivered by the Company;
(vii) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement
will not contravene any provision of applicable law or the certificate
of incorporation or by-laws of the Company or, to the best of such
counsel's knowledge, any agreement or other instrument binding upon
the Company or any of its subsidiaries that is material to the Company
and its subsidiaries, taken as a whole, or, to the best of such
counsel's knowledge, any judgment or decree of any governmental body,
agency or court having jurisdiction over the Company or any
subsidiary, and no consent, approval, authorization or order of or
qualification with any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement,
except such as may be required by the securities or Blue Sky laws of
the various states in connection with the offer and sale of the Shares
by the U.S. Underwriters;
(viii) the statements (A) in the Prospectus under the captions
"Description of Capital Stock," and "Shares Eligible for Future Sale"
and, "Underwriters" and (B) in the Registration Statement in Items 14
and 15, in each case insofar as such statements constitute summaries
of the legal matters, documents or proceedings referred to therein and
in the case of the statements under the caption "Underwriters" only
insofar as such statements relate to this Agreement, fairly present
the information called for with respect to such legal matters,
documents and proceedings and fairly summarize the matters referred to
therein;
(ix) after due inquiry, such counsel does not know of any legal
or governmental proceeding pending or threatened to which the Company
or any of its subsidiaries is a party or to which any of the
properties of the Company or any of its subsidiaries is subject that
are required to be described in the Registration Statement or the
Prospectus and are not so described or of any statutes, regulations,
contracts or other documents that are required to be described in the
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Registration Statement or the Prospectus or to be filed as exhibits
to the Registration Statement that are not described or filed as
required;
(x) the Company is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in
the Investment Company Act of 1940, as amended;
(xi) to the knowledge of such counsel, the Company and TeleTech
Telecommunications, Inc., TeleTech Teleservices, Inc. and Access 24
Service Corporation Pty Limited ("Access 24") (A) are in compliance
with any and all applicable Environmental Laws, (B) have received all
permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (C) are
in compliance with all terms and conditions of any such permit,
license or approval, except where such noncompliance with
Environmental Laws, failure to receive required permits, licenses or
other approvals or failure to comply with the terms and conditions of
such permits, licenses or approvals would not, singly or in the
aggregate, have a material adverse effect on the Company and its
subsidiaries, taken as a whole;
(xii) this Agreement has been duly authorized, executed and
delivered by or on behalf of each of the Non-TIGP Selling
Stockholders;
(xiii) the execution and delivery by each Non-TIGP Selling
Stockholder of, and the performance by such Non-TIGP Selling
Stockholder of its obligations under, this Agreement and the Custody
Agreement and Powers of Attorney of such Non-TIGP Selling Stockholder
will not contravene any provision of applicable law, or the articles
or certificate of incorporation or by-laws of such Non-TIGP Selling
Stockholder (if such Non-TIGP Selling Stockholder is a corporation),
the partnership agreement of such Non-TIGP Selling Stockholder (if
such Non-TIGP Selling Stockholder is a partnership), the operating
agreement of such Non-TIGP Selling Stockholder (if such Non-TIGP
Selling Stockholder is a limited liability company), the trust
agreement of such Non-TIGP Selling Stockholder (if such Non-TIGP
Selling Stockholder is a trust) or, to the best of such counsel's
knowledge, any agreement or other instrument binding upon such Non-
TIGP Selling Stockholder or, to the best of such counsel's knowledge,
any judgment, order or decree of any governmental body, agency or
court having jurisdiction over such Non-TIGP Selling Stockholder, and
no consent, approval, authorization or order of, or qualification
with, any governmental body or agency is required for the performance
by such Non-TIGP Selling Stockholder of its obligations under this
Agreement or the Custody Agreement or Power of Attorney of such Non-
TIGP Selling Stockholder, except such as may be required by the
securities or Blue Sky laws of the various states in connection with
the offer and sale of the Shares;
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(xiv) each of the Non-TIGP Selling Stockholders is the sole
registered owner of the Shares to be sold by such Non-TIGP Selling
Stockholder and has the legal right and power, and all authorization
and approval required by law, to enter into this Agreement and the
Custody Agreement and Power of Attorney of such Non-TIGP Selling
Stockholder and to sell, transfer and deliver the Shares to be sold by
such Non-TIGP Selling Stockholder;
(xv) the Custody Agreement and the Power of Attorney of each Non-
TIGP Selling Stockholder have been duly authorized, executed and
delivered by such Non-TIGP Selling Stockholder and are valid and
binding agreements of such Non-TIGP Selling Stockholder;
(xvi) assuming the Underwriters purchase such Shares for value, in
good faith and without notice of any adverse claim, upon delivery of
the Shares to be sold by each Non-TIGP Selling Stockholder pursuant to
this Agreement, the Underwriters will acquire all of the rights of
such Non-TIGP Selling Stockholder in such Shares free and clear of any
security interests, claims, liens, equities and other encumbrances;
and
(xvii) such counsel (A) is of the opinion that the Registration
Statement and Prospectus (except for financial statements and
schedules and other financial and statistical data included therein as
to which such counsel need not express any opinion) comply as to form
in all material respects with the Securities Act and the rules and
regulations of the Commission thereunder, (B) believes that (except
for financial statements and schedules and other financial and
statistical data as to which such counsel need not express any
opinion) the Registration Statement and the Prospectus included
therein, at the time the Registration Statement became effective, did
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading and (C) has no reason to believe
that (except for financial statements and schedules and other
financial and statistical data as to which such counsel need not
express any belief) the Prospectus contains any untrue statement of a
material fact or omits to state a material fact necessary in order to
make the statements therein, in light of the circumstances under which
they were made, not misleading.
(d) The Underwriters shall have received on the Closing Date an
opinion of Rosenberg & Liebentritt PC, counsel for the TIGP Selling
Stockholders, dated the Closing Date, to the effect that:
(i) this Agreement has been duly authorized, executed and
delivered by or on behalf of each of the TIGP Selling Stockholders;
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(ii) the execution and delivery by each TIGP Selling Stockholder
of, and the performance by such TIGP Selling Stockholder of its
obligations under, this Agreement and the Custody Agreement and Powers
of Attorney of such TIGP Selling Stockholder will not contravene any
provision of applicable law, or the articles or certificate of
incorporation or bylaws of such TIGP Selling Stockholder (if such TIGP
Selling Stockholder is a corporation), the partnership agreement of
such TIGP Selling Stockholder (if such TIGP Selling Stockholder is a
partnership), the operating agreement of such TIGP Selling Stockholder
(if such TIGP Selling Stockholder is a limited liability company), the
trust agreement of such TIGP Selling Stockholder (if such TIGP Selling
Stockholder) is a trust), or, to the best of such counsel's knowledge,
any agreement or other instrument binding upon such TIGP Selling
Stockholder or, to the best of such counsel's knowledge, any judgment,
order or decree of any governmental body, agency or court having
jurisdiction over such TIGP Selling Stockholder, and no consent,
approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by such
TIGP Selling Stockholder of its obligations under this Agreement or
the Custody Agreement or Power of Attorney of such TIGP Selling
Stockholder, except such as may be required by the federal securities
laws of the United States or the securities or Blue Sky laws of the
various states in connection with the offer and sale of the Shares;
(iii) Each of the TIGP Selling Stockholder is the sole registered
owner of the Shares to be sold by such TIGP Selling Stockholder and
has the legal right and power, and all authorization and approval
required by law, to enter into this Agreement and the Custody
Agreement and Power of Attorney of such TIGP Selling Stockholder and
to sell, transfer and deliver the Shares to be sold by such TIGP
Selling Stockholder; provided, however, that such counsel need not
opine as to authorization or approval required under the federal
securities laws of the United States or the securities or Blue Sky
laws of the various states in connection with the offer and sale of
the Shares;
(iv) the Custody Agreement and the Power of Attorney of each TIGP
Selling Stockholder have been duly authorized, executed and delivered
by such TIGP Selling Stockholder and are valid and binding agreements
of such TIGP Selling Stockholder;
(v) assuming the Underwriters purchase such Shares for value, in
good faith and without notice of any adverse claim, upon delivery of
the Shares to be sold by such TIGP Selling Stockholder pursuant to
this Agreement, the Underwriters will acquire all of the rights of
such TIGP Selling Stockholder in such Shares free and clear of any
security interests, claims, liens, equities and other encumbrances
created by, through or under such TIGP Selling Stockholder; and
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(vi) such counsel (A) has no reason to believe that (except for
financial statements and schedules and other financial and statistical
data as to which such counsel need not express any belief) such parts
of the Registration Statement as specifically refer to the TIGP
Selling Stockholders and such parts of the Prospectus included therein
as specifically refer to the TIGP Selling Stockholders, at the time
the Registration Statement became effective, contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading and (B) has no reason to believe that (except
for financial statements and schedules and other financial and
statistical data as to which such counsel need not express any belief)
such parts of the Prospectus as specifically refer to the TIGP Selling
Stockholders contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading.
(e) The Underwriters shall have received on the Closing Date an
opinion of Katten Muchin & Zavis, special counsel for the Underwriters,
dated the Closing Date, covering the matters referred to in clauses (v),
(vi), (viii) (but only as to the statements in the Prospectus under
"Description of Capital Stock" and "Underwriters") and (xvii) of Section
6(c) above.
With respect to clause (xvii) of Section 6(c) above, Neal, Gerber &
Eisenberg and Katten Muchin & Zavis, and with respect to clause (vi) of
Section 6(d) above, Rosenberg & Liebentritt PC, may state that their
opinion and belief are based upon their participation in the preparation of
the Registration Statement and Prospectus and any amendments or supplements
thereto and review and discussion of the contents thereof, but are without
independent check or verification except as specified. With respect to
Section 6(c) above, Neal, Gerber & Eisenberg may rely, with respect to
matters involving the application of laws of any jurisdictions other than
the laws of the State of New York or the United States or the Delaware
General Corporation Law, to the extent such counsel deems appropriate, upon
an opinion or opinions of local counsel, provided that (A) each such local
counsel is reasonably satisfactory to your counsel, (B) a copy of each
opinion so relied upon is delivered to you and is in form and substance
reasonably satisfactory to your counsel, and (C) Neal, Gerber & Eisenberg
shall state in their opinion that they believe they are justified in
relying on each other opinion. With respect to Section 6(c) above, Neal,
Gerber & Eisenberg, and with respect to Section 6(d) above, Rosenberg &
Liebentritt PC, may rely, with respect to factual matters and to the extent
such counsel deems appropriate, upon the representations of each Selling
Stockholder contained herein and in the Custody Agreement and Power of
Attorney of such Selling Stockholder and in other documents and
instruments; provided that copies of such Custody Agreements and Powers of
Attorney and of any such other documents and instruments shall be delivered
to you and shall be in form and substance satisfactory to your counsel. In
addition, with respect to Section 6(c) above, Neal, Gerber & Eisenberg may
rely upon an opinion or opinions of counsel for any Non-TIGP Selling
Stockholders, provided that
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(A) each such counsel for the Non-TIGP Selling Stockholders is reasonably
satisfactory to your counsel, (B) a copy of each opinion so relied upon is
delivered to you and is in form and substance reasonably satisfactory to
your counsel, and (D) Neal, Gerber and Eisenberg shall state in their
opinion that they believe they are justified in relying on each other
opinion.
The opinion of Neal, Gerber & Eisenberg described in Section 6(c)
above and the opinion of Rosenberg & Liebentritt PC described in Section
6(d) above (and any other opinions of counsel referred to in the
immediately preceding paragraph) shall be rendered to the Underwriters at
the request of the Company and/or one or more of the Selling Stockholders,
as the case may be, and shall so state therein.
(f) The Underwriters shall have received, on each of the date hereof
and the Closing Date, a letter dated the date hereof or the Closing Date,
as the case may be, in form and substance satisfactory to you, from Arthur
Andersen LLP, independent public accountants, containing statements and
information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and
certain financial information contained in the Registration Statement and
the Prospectus; provided that the letter delivered on the Closing Date
shall use a "cut-off date" not earlier than the date hereof.
(g) The Underwriters shall have received, on each of the date hereof
and the Closing Date, a letter dated the date hereof or the Closing Date,
as the case may be, in form and substance satisfactory to you, of Gumbiner,
Savett, Finkel, Fingleson & Rose, Inc. (formerly Gumbiner, Savett, Friedman
& Rose, Inc.), independent public accountants, containing statements and
information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and
certain financial information contained in the Registration Statement and
the Prospectus for the Company's fiscal years ended January 31, 1992 and
1993 and the 11 month period ended December 31, 1993.
(h) The Underwriters shall have received, on or prior to the Closing
Date, agreements ("Lock-Up Agreements") executed by each of the directors
and officers of the Company who is not a Selling Stockholder, pursuant to
which such Selling Stockholder agrees that, without the prior written
consent of Morgan Stanley & Co. Incorporated, it will not, during the
period ending January 27, 1997, (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase or otherwise transfer
or dispose of , directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock
(whether such shares of Common Stock or any such securities are now owned
or hereafter acquired), (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences
of ownership of the Common Stock, whether any such transaction described in
clause (i) or (ii) above is to be settled by delivery of Common
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Stock or such other securities, in cash or otherwise, or (iii) make any
demand for, or exercise any right with respect to, the registration of any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock; PROVIDED, HOWEVER, that no director or
officer who executed and delivered to you a Lock-Up Agreement in connection
with the Company's initial public offering shall be required to execute a
new or additional Lock-Up Agreement pursuant to this Agreement. The
restrictions imposed by the Lock-Up Agreement shall not apply to the Shares
to be sold hereunder. The Lock-Up Agreements received by the Underwriters
pursuant to this Section 6(h) shall be in full force and effect on the
Closing Date.
The several obligations of the U.S. Underwriters to purchase Additional
Shares hereunder are subject to the delivery to the U.S. Representatives on the
Option Closing Date of such documents as they may reasonably request with
respect to the good standing of the Company, the due authorization and issuance
of the Additional Shares and other matters related to the issuance of the
Additional Shares.
7. COVENANTS OF THE COMPANY. In further consideration of the agreements
of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:
(a) To furnish to you, without charge, seven signed copies of the
Registration Statement (including exhibits thereto) and for delivery to
each other Underwriter a conformed copy of the Registration Statement
(without exhibits thereto) and to furnish to you in New York City, without
charge, prior to 10:00 a.m. local time on the business day next succeeding
the date of this Agreement and during the period mentioned in paragraph (c)
below, as many copies of the Prospectus and any supplements and amendments
thereto or to the Registration Statement as you may reasonably request.
(b) Before amending or supplementing the Registration Statement or
the Prospectus, to furnish to you a copy of each such proposed amendment or
supplement and not to file any such proposed amendment or supplement to
which you reasonably object, and to file with the Commission within the
applicable period specified in Rule 424(b) under the Securities Act any
prospectus required to be filed pursuant to such rule.
(c) If, during such period after the first date of the public
offering of the Shares as in the opinion of counsel for the Underwriters
the Prospectus is required by law to be delivered in connection with sales
by an Underwriter or dealer, any event shall occur or condition exist as a
result of which it is necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances
when the Prospectus is delivered to a purchaser, not misleading, or if, in
the opinion of your counsel, it is necessary to amend or supplement the
Prospectus to comply with law, forthwith to prepare, file with the
Commission and furnish, at its own expense, to the Underwriters and to the
dealers (whose names and addresses you will furnish to the Company) to
which Shares may have been sold by you on behalf of the Underwriters and to
any other dealers upon request, either amendments or supplements to the
Prospectus
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so that the statements in the Prospectus as so amended or supplemented will
not, in the light of the circumstances when the Prospectus is delivered to
a purchaser, be misleading or so that the Prospectus, as amended or
supplemented, will comply with law.
(d) To endeavor to qualify the Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you shall reasonably
request; PROVIDED, HOWEVER, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign
corporation in any jurisdiction in which it is not currently so qualified.
(e) To make generally available to the Company's security holders
and to you as soon as practicable an earning statement covering the twelve-
month period ending December 31, 1997 that satisfies the provisions of
Section 11(a) of the Securities Act and the rules and regulations of the
Commission thereunder.
(f) Whether or not the transactions contemplated in this Agreement
are consummated or this Agreement is terminated and except as provided in
Section 8 entitled "Expenses of Selling Stockholders," to pay or cause to
be paid all expenses (the "Expenses") incident to the performance of the
obligations of the Company and the Selling Stockholders under this
Agreement, including: (i) the fees, disbursements and expenses of the
Company's counsel and the Company's accountants in connection with the
registration and delivery of the Shares under the Securities Act and all
other fees or expenses in connection with the preparation and filing of the
Registration Statement, any preliminary prospectus, the Prospectus and
amendments and supplements to any of the foregoing, including all printing
costs associated therewith, and the mailing and delivering of copies
thereof to the Underwriters and dealers, in the quantities hereinabove
specified, (ii) all costs and expenses related to the transfer and delivery
of the Shares to the Underwriters, including any transfer or other taxes
payable thereon, (iii) the cost of printing or producing any Blue Sky or
Legal Investment memorandum in connection with the offer and sale of the
Shares under state securities laws and all expenses in connection with the
qualification of the Shares for offer and sale under state securities laws
as provided in Section 7(d) hereof, including filing fees and the
reasonable fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky or
Legal Investment memorandum, (iv) all filing fees and reasonable
disbursements of counsel to the Underwriters incurred in connection with
the review and qualification of the offering of the Shares by the National
Association of Securities Dealers, Inc., (v) all fees and expenses in
connection with the preparation and filing of the registration statement on
Form 8-A relating to the Common Stock and all costs and expenses incident
to listing the Shares on the Nasdaq National Market and other national
securities exchanges and foreign stock exchanges, (vi) the cost of printing
certificates representing the Shares, (vii) the costs and charges of any
transfer agent, registrar or depositary, (viii) the costs and expenses of
the Company relating to investor presentations on any "road show"
undertaken in connection with the marketing of the offering of the Shares,
including, without limitation, expenses associated with the
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production of road show slides and graphics, reasonable fees and expenses
of any consultants engaged in connection with the road show presentations
with the prior approval of the Company, travel and lodging expenses of the
representatives and officers of the Company and any such consultants, and
the cost of any aircraft chartered in connection with the road show, and
(ix) all other reasonable costs and expenses incident to the performance of
the obligations of the Company and the Selling Stockholders hereunder for
which provision is not otherwise made in this Section or Section 8;
PROVIDED, HOWEVER, that the Company shall be reimbursed for such Expenses
by the Selling Stockholders to the extent set forth in, and in accordance
with, Section 8. It is understood, however, that except as provided in
this Section 7, Section 9 entitled "Indemnity and Contribution", and the
last paragraph of Section 11 below, the Underwriters will pay all of their
costs and expenses, including fees and disbursements of their counsel,
stock transfer taxes payable on resale of any of the Shares by them and any
advertising expenses connected with any offers they may make.
8. EXPENSES OF SELLING STOCKHOLDERS. Each Selling Stockholder, severally
and not jointly, agrees to pay or cause to be paid (i) all taxes, if any, on the
transfer and sale of the Shares being sold by such Selling Stockholder, and (ii)
the fees, disbursements and expenses of counsel for such Selling Stockholder, if
other than Neal, Gerber & Eisenberg. Furthermore, the Selling Stockholders
agree, severally and not jointly, in the proportions that the number of Firm
Shares sold hereunder by such Selling Stockholders bear to the aggregate number
of Shares sold hereunder by all Sellers (including the Company, if the U.S.
Underwriters exercise their right to purchase Additional Shares from the Company
pursuant to Section 3), to promptly reimburse the Company for all Expenses
incurred by the Company pursuant to Section 7(f). Notwithstanding the
foregoing, any Selling Stockholder who is an employee of the Company and who
acquires all of the Firm Shares to be sold by such Selling Stockholder upon the
exercise of options granted by the Company under the TeleTech Holdings, Inc.
Stock Plan shall have no obligation to reimburse the Company for Expenses
pursuant to this Section 8.
9. INDEMNITY AND CONTRIBUTION.
(a) The Company, Tuchman and each Inside Selling Stockholder agree,
jointly and severally, to indemnify and hold harmless each Underwriter and
each person, if any, who controls any Underwriter within the meaning of
either Section 15 of the Securities Act or Section 20 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), from and against any
and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection
with defending or investigating any such action or claim) caused by any
untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or any amendment thereof, any preliminary
prospectus or the Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto), or caused by
any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or
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liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to any
Underwriter furnished to the Company in writing by such Underwriter through
you expressly for use therein; PROVIDED, HOWEVER, that, with respect to any
untrue statement or alleged untrue statement or omission or alleged
omission made in any preliminary prospectus, the foregoing indemnity
agreement shall not inure to the benefit of any Underwriter from whom the
person asserting any such losses, claims, damages or liabilities purchased
the Shares concerned, or any person controlling such Underwriter, to the
extent that any such loss, claim, damage or liability of such Underwriter
results from the fact that a copy of the Prospectus (or Prospectus as
amended or supplemented) was not sent or given to such person, if required
by the Securities Act so to have been delivered, at or prior to the written
confirmation of the sale of such Shares to such person and the untrue
statement or alleged untrue statement or omission or alleged omission was
corrected in such Prospectus (or Prospectus as amended or supplemented), if
the Company had previously furnished copies of such Prospectus (or
Prospectus as amended or supplemented) to such Underwriter.
Notwithstanding the foregoing, no Inside Selling Stockholder shall be
required to provide indemnification under this Section 9(a) with respect to
any losses, claims, damages or liabilities, unless (i) a court of competent
jurisdiction shall determine that such Inside Selling Stockholder had
actual knowledge of the untrue statement or omission or alleged untrue
statement or omission which caused such losses, claims, damages or
liabilities or (ii) such losses, claims, damages or liabilities are caused
by an untrue statement or omission or alleged untrue statement or omission
in such parts of the Registration Statement or Prospectus as specifically
refer to such Inside Selling Stockholder.
(b) Each Outside Selling Stockholder agrees, severally and not
jointly, to indemnify and hold harmless each Underwriter and each person,
if any, who controls any Underwriter within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred in
connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any amendment thereof, any
preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, but only with reference to information relating to such
Outside Selling Stockholder furnished in writing by or on behalf of such
Outside Selling Stockholder expressly for use in the Registration
Statement, any preliminary prospectus, the Prospectus or any amendments or
supplements thereto; PROVIDED, HOWEVER, that, with respect to any untrue
statement or alleged untrue statement or omission or alleged omission made
in any preliminary prospectus, the foregoing indemnity agreement shall not
inure to the benefit of any Underwriter from whom the person asserting any
such losses, claims, damages or liabilities purchased the Shares concerned,
or any person
22
<PAGE>
controlling such Underwriter, to the extent that any such loss, claim,
damage or liability of such Underwriter results from the fact that a copy
of the Prospectus (or Prospectus as amended or supplemented) was not sent
or given to such person, if required by the Securities Act so to have been
delivered, at or prior to the written confirmation of the sale of such
Shares to such person and the untrue statement or alleged untrue statement
or omission or alleged omission was corrected in such Prospectus (or
Prospectus as amended or supplemented), if the Company had previously made
available copies of such Prospectus (or Prospectus as amended or
supplemented) to such Underwriter.
(c) Each Selling Stockholder agrees, severally and not jointly, in
proportion to the number of Shares to be sold by such Selling Stockholder
hereunder, to indemnify and hold harmless the Company, its directors, its
officers who sign the Registration Statement and each person, if any, who
controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and
all losses, claims, damages and liabilities (including, without limitation,
any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus
or the Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, but
only with reference to information relating to such Selling Stockholder
furnished in writing by or on behalf of such Selling Stockholder expressly
for use in the Registration Statement, any preliminary prospectus, the
Prospectus or any amendments or supplements thereto.
(d) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement, each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act, and the Selling Stockholders from and against any and
all losses, claims, damages and liabilities (including, without limitation,
any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus
or the Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, but
only with reference to information relating to such Underwriter furnished
to the Company in writing by such Underwriter through you expressly for use
in the Registration Statement, any preliminary prospectus, the Prospectus
or any amendments or supplements thereto.
23
<PAGE>
(e) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 9(a), (b), (c) or (d), such
person (the "Indemnified Party") shall promptly notify the person against
whom such indemnity may be sought (the "Indemnifying Party") in writing and
the Indemnifying Party, upon request of the Indemnified Party, shall retain
counsel reasonably satisfactory to the Indemnified Party to represent the
Indemnified Party and any others the Indemnifying Party may designate in
such proceeding and shall pay the reasonable fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any
Indemnified Party shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such
Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel and the
payment of its fees or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the Indemnifying Party and
the Indemnified Party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the Indemnifying Party shall
not, in respect of the legal expenses of any Indemnified Party in
connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for (i) all Underwriters and all
persons, if any, who control any Underwriter within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, (ii)
the Company, its directors, its officers who sign the Registration
Statement and each person, if any, who controls the Company within the
meaning of either such Section and (iii) all Selling Stockholders and all
persons, if any, who control any Selling Stockholder within the meaning of
either such Sections of the Exchange Act, and that all such fees and
expenses shall be reimbursed as they are incurred. In the case of any such
separate firm for the Underwriters and such control persons of
Underwriters, such firm shall be designated in writing by Morgan Stanley &
Co. Incorporated. In the case of any such separate firm for the Company,
and such directors, officers and control persons of the Company, such firm
shall be designated in writing by the Company. In the case of any such
separate firm for the Selling Stockholders and such controlling persons of
the Selling Stockholders, such firm shall be designated in writing by the
persons named as attorneys-in-fact for the Selling Stockholders under the
Powers of Attorney. The Indemnifying Party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the
plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party
from and against any loss or liability by reason of such settlement or
judgment. Notwithstanding the foregoing sentence, if at any time an
Indemnified Party shall have requested an Indemnifying Party to reimburse
the Indemnified Party for fees and expenses of counsel as contemplated by
the second and third sentences of this paragraph, the Indemnifying Party
agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into
more than 30 days after receipt by such Indemnifying Party of the aforesaid
request and (ii) such Indemnifying Party shall not have reimbursed the
Indemnified Party in accordance with such request prior to the date of such
24
<PAGE>
settlement. No Indemnifying Party shall, without the prior written consent
of the Indemnified Party, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Party is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release
of such Indemnified Party from all liability on claims that are the subject
matter of such proceeding.
(f) If the indemnification provided for in Section 9(a), (b), (c) or
(d) is unavailable to an Indemnified Party or insufficient in respect of
any losses, claims, damages or liabilities referred to therein, then each
Indemnifying Party under such paragraph, in lieu of indemnifying such
Indemnified Party thereunder, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect
the relative benefits received by the Indemnifying Party or Parties on the
one hand and the Indemnified Party or Parties on the other hand from the
offering of the Shares or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Indemnifying Party or Parties
on the one hand and of the Indemnified Party or Parties on the other hand
in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Sellers on
the one hand and the Underwriters on the other hand in connection with the
offering of the Shares shall be deemed to be in the same respective
proportions as the net proceeds from the offering of the Shares (before
deducting expenses) received by each Seller and the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover of the Prospectus, bear to the aggregate
Public Offering Price of the Shares. The relative fault of the Sellers on
the one hand and the Underwriters on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Sellers or by the
Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission. The Underwriters' respective obligations to contribute pursuant
to this Section 9 are several in proportion to the respective number of
Shares they have purchased hereunder, and not joint.
(g) The Sellers and the Underwriters agree that it would not be just
or equitable if contribution pursuant to this Section 9 were determined by
PRO RATA allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in Section 9(f). The
amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified
Party in connection with
25
<PAGE>
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 9, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at
which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The remedies provided for
in this Section 9 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any Indemnified Party at law
or in equity.
(h) The indemnity and contribution provisions contained in this
Section 9 and the representations and warranties of the Company and the
Selling Stockholders contained in this Agreement shall remain operative and
in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Underwriter
or any person controlling any Underwriter, any Selling Stockholder or any
person controlling any Selling Stockholder, or the Company, its officers or
directors or any person controlling the Company and (iii) acceptance of and
payment for any of the Shares.
(i) Notwithstanding anything to the contrary contained herein, the
aggregate liability of any Selling Stockholder pursuant to the provisions
of this Section 9 and with respect to any breaches of the representations,
warranties and agreements contained in Sections 2A, 2B and 2C (as
applicable), except for liability resulting from the willful misconduct or
intentional action of such Selling Stockholder, shall not exceed an amount
equal to the total price at which the Shares of which such Selling
Stockholder is a beneficial owner (as defined in Rule 13d-3 under the
Securities and Exchange Act of 1934, as amended) were offered to the
public. In addition, an Underwriter or person controlling an Underwriter
shall not bring any claim against any Selling Stockholder under this
Section 9 or with respect to any breach of a representation, warranty or
agreement contained in Section 2A, 2B or 2C (as applicable), except for a
claim caused by or arising out of an untrue statement or omission or
alleged untrue statement or omission in such parts of the Registration
Statement or Prospectus as specifically refer to such Selling Stockholder,
unless (a) such Underwriter or controlling person shall have first
submitted such claim to the Company and (b) the Company shall not, within
45 days, (i) have paid such claim in full or (ii) be otherwise fully
satisfying its indemnification obligations with respect to such claim (by
assuming the defense of any proceeding giving rise to such claim or
otherwise as set forth in this Section 9); PROVIDED, HOWEVER, that if at
any time thereafter the Company is no longer fully satisfying its
indemnification obligations with respect to such claim, such Underwriter or
controlling person may immediately bring such claim against such Selling
Stockholder.
26
<PAGE>
10. TERMINATION. This Agreement shall be subject to termination by notice
given by you to the Company, if (a) after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on or by, as the case may be, any of the New
York Stock Exchange, the American Stock Exchange, the National Association of
Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in your judgment, is material and adverse and (b) in the case of any of
the events specified in clauses (a)(i) through (iv) of this Section 10, such
event singly or together with any other such event makes it, in your judgment,
impracticable to market the Shares on the terms and in the manner contemplated
in the Prospectus.
11. EFFECTIVENESS; DEFAULTING UNDERWRITERS. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date or the Option Closing Date, as the case may be, any
one or more of the Underwriters shall fail or refuse to purchase Shares that it
or they have agreed to purchase hereunder on such date, and the aggregate number
of Shares which such defaulting Underwriter or Underwriters agreed but failed or
refused to purchase is not more than one-tenth of the aggregate number of the
Shares to be purchased on such date, the other Underwriters shall be obligated
severally, in the proportions that the number of Firm Shares set forth opposite
their respective names in Schedule I or Schedule II bears to the aggregate
number of Firm Shares set forth opposite the names of all such nondefaulting
Underwriters, or in such other proportions as you may specify, to purchase the
Shares which such defaulting Underwriter or Underwriters agreed but failed or
refused to purchase on such date; PROVIDED that in no event shall the number of
Shares that any Underwriter has agreed to purchase pursuant to this Agreement be
increased pursuant to this Section 11 by an amount in excess of one-ninth of
such number of Shares without the written consent of such Underwriter. If, on
the Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Firm Shares and the aggregate number of Firm Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of Firm
Shares to be purchased on such date, and arrangements satisfactory to you, the
Company and the Selling Stockholders for the purchase of such Firm Shares are
not made within 36 hours after such default, this Agreement shall terminate
without liability on the part of any non-defaulting Underwriter, the Company or
the Selling Stockholders. In any such case either you or the relevant Selling
Stockholders shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. If, on the Option Closing Date, any U.S.
Underwriter or Underwriters shall fail or refuse to purchase Additional Shares
and the aggregate number of Additional Shares with respect to which such default
occurs is more than one-tenth of the aggregate number of Additional Shares to be
purchased, the non-defaulting U.S. Underwriters shall have the option
27
<PAGE>
to (i) terminate their obligation hereunder to purchase Additional Shares or
(ii) purchase not less than the number of Additional Shares that such non-
defaulting U.S. Underwriters would have been obligated to purchase in the
absence of such default. Any action taken under this Section 11 shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of any Seller to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason any Seller shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.
12. COUNTERPARTS. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
13. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.
14. HEADINGS. The Headings of the Sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
28
<PAGE>
Very truly yours,
TELETECH HOLDINGS, INC.
By
----------------------------------
a duly authorized signatory
The Selling Stockholders named in
Schedule III hereto, acting severally
By
----------------------------------
Attorney-in-fact
Accepted, as of the date hereof
MORGAN STANLEY & CO. INCORPORATED
ALEX. BROWNS & SONS INCORPORATED
SMITH BARNEY INC.
Acting severally on behalf of themselves
and the several U.S. Underwriters named
in Schedule I hereto.
By Morgan Stanley & Co. Incorporated
By
-----------------------------------
a duly authorized signatory
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
ALEX. BROWN & SONS INCORPORATED
SMITH BARNEY INC.
Acting on behalf of themselves and the
several International Underwriters
named in Schedule II hereto.
By Morgan Stanley & Co. International Limited
By
-----------------------------------
a duly authorized signatory
29
<PAGE>
Schedule I
U.S. UNDERWRITERS
Number of
Firm Shares
Underwriter To Be Purchased
----------- ---------------
Morgan Stanley & Co. Incorporated
Alex. Brown & Sons Incorporated
Smith Barney Inc.
----------------
Total U.S. Firm Shares . . . . . . 2,880,000
----------------
----------------
<PAGE>
Schedule II
INTERNATIONAL UNDERWRITERS
Number of
Firm Shares
Underwriter To Be Purchased
----------- ---------------
Morgan Stanley & Co. International Limited
Alex. Brown & Sons Incorporated
Smith Barney Inc.
---------------
Total International Firm Shares . . . 720,000
---------------
---------------
<PAGE>
Schedule III
SELLING STOCKHOLDERS
Number of
Firm Shares
To Be Sold
--------------
--------------
Total 3,600,000
--------------
--------------
<PAGE>
Neal, Gerber & Eisenberg
Two N. LaSalle Street, Suite 2200
Chicago, Illinois 60602
(312) 269-8000
October 10, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: TELETECH HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We are counsel to TeleTech Holdings, Inc., a Delaware corporation (the
"Company"), and, in such capacity, we have assisted in the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of the Company's Registration Statement on Form S-1, and any
amendments thereto that may be filed (the "Registration Statement"), relating to
the proposed offering by certain stockholders of the Company (the "Selling
Stockholders") of 3,600,000 shares of the common stock, $.01 par value per share
(the "Common Stock"), of the Company (and, if the underwriters' over-allotment
option is exercised, by the Company of up to 540,000 shares of Common Stock).
As such counsel, we have examined the Registration Statement, and such
other papers, documents and certificates of public officials and certificates of
officers of the Company as we have deemed necessary and appropriate as the basis
for the opinions hereinafter expressed. In such examinations, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as conformed or photostatic
copies. As to any facts material to this opinion, we have relied upon
statements and representations of (a) the Company, its officers and its other
representatives, (b) the Selling Stockholders and, if applicable, their officers
and other representatives, and (c) public officials.
Based upon the foregoing, and subject to the limitations, qualifications,
exceptions, and assumptions set forth herein, we are of the opinion that the
shares of Common Stock covered by the Registration Statement to be sold by the
Selling Stockholders (and,
<PAGE>
Securities and Exchange Commission
October 10, 1996
Page 2
if the underwriters' over-allotment option is exercised, to be issued and sold
by the Company), when issued and delivered in accordance with the terms
described in the Registration Statement, will be duly and validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus contained therein.
Very truly yours,
/s/ Neal, Gerber & Eisenberg
Neal, Gerber & Eisenberg
<PAGE>
EXHIBIT 10.21
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is entered into as of
August 15, 1996 by and between TeleTech Service Corporation, Inc., a Delaware
corporation (collectively with its subsidiaries, "TeleTech"), and Richard
Weingarten & Company, Inc., a Delaware corporation ("RWCO"). Richard
Weingarten, and employee of RWCO ("Consultant"), has executed this Agreement
for purposes of Section 5 hereof.
W I T N E S S E T H :
WHEREAS, TeleTech is engaged in the business of, among other things,
providing customer care and support services, on a fully outsourced basis or
under facilities management agreements, using integrated voice and data
communications technology, which services include, without limitation,
technical help desk support, pre- and post-sale customer education,
activating product or service upgrades and responding to customer requests
for information (together with any other business in which TeleTech may
engage during the term of this Agreement, the "Business"); and
WHEREAS, TeleTech desires to retain the services of Consultant to
render certain financial and merger and acquisition advisory services, as
more fully described and subject to the terms and conditions set forth herein.
NOW THEREFORE, intending to be legally bound, the parties hereto agree
as follows:
1. SCOPE OF SERVICES.
(a) TeleTech hereby retains RWCO to provide, and RWCO hereby
agrees to cause Consultant to render to TeleTech, certain advisory
services as requested by TeleTech with respect to (i) acquisitions and
dispositions involving TeleTech, which may include, without limitation,
advice regarding transaction structuring, strategy and negotiation, (ii)
strategic planning and advice regarding general management matters, and
(iii) the identification, hiring, retention and compensation of key
executives and members of the Board of Directors, and such other matters
as TeleTech may reasonably specify from time-to-time (collectively, the
"Services"). RWCO acknowledges that TeleTech has entered into this
contract in order to retain the personal services of Consultant and no
other officer, employee or agent of RWCO shall perform the Services
without the prior written consent of TeleTech.
(b) RWCO hereby agrees to cause Consultant to devote such time
and effort as may be necessary to adequately and properly perform the
Services. TeleTech acknowledges that no more than fifty-percent (50%) of
Consultant's total working time shall be devoted to performance of the
Services ("Maximum Time"). TeleTech
<PAGE>
acknowledges that, during the term of this Agreement, Consultant may be
retained to perform services for persons or entities other than TeleTech
and that the parties intend that this Agreement shall not interfere with
Consultant's ability to perform such other services; provided that such
services do not involve performance of services for or on behalf of
persons or entities whose primary business (or those of its
subsidiaries) is directly or substantially in competition with the
Business (a "Competitor"). To the extent, if any, that a conflict or
question arises regarding Consultant's ability fully to provide the
Services due to constraints arising out of Consultant's rendering of
services to any other person or entity that is not a Competitor, the
parties shall negotiate in good faith to determine a basis on which
Consultant shall perform the Services without unreasonably interfering
with Consultant's obligation to render services to any such other person
or entity.
2. COMPENSATION.
(a) In consideration of the performance of the Services by
Consultant hereunder, TeleTech shall pay to RWCO a monthly consulting
fee of ten thousand dollars ($10,000), payable on the first day of each
month during the term of this Agreement for Services to be performed by
Consultant during such month (the "Fee"). The Fee shall not be decreased
in the event that the Services TeleTech requests Consultant to perform
require Consultant to devote less than the Maximum Time to complete.
(b) In addition to the Fee, upon execution of this Agreement
TeleTech shall grant to Consultant a Non-qualified Stock Option to
purchase up to 55,000 shares of TeleTech's common stock, par value $.01
per share, at an exercise price of $18.00 per share (the "Option"). The
Option shall be subject to the terms and conditions of the TeleTech
Holdings, Inc. Stock Plan, as Amended and Restated and as may hereafter
be amended (the "Stock Plan"), and the Non-qualified Stock Option
Agreement, in the form attached hereto as EXHIBIT A (the "Option
Agreement"), to be executed concurrently with the execution of this
Agreement.
3. EXPENSES.
(a) During the term of this Agreement and subject to SEction
3(b), TeleTech shall reimburse RWCO for reasonable and necessary
out-of-pocket expenses actually incurred by Consultant; provided, that
Consultant adheres to TeleTech's policies regarding expense reimbursement
applicable to its executives and key employees and as are directly related
to Consultant's rendering of the Services. RWCO shall provide appropriate
documentation of all reimbursable expenses in accordance with TeleTech's
procedures and reporting standards imposed upon TeleTech by the Internal
Revenue Code of 1986, as amended. Expenses incurred by Consultant for
which appropriate documentation has not been provided or that are
-2-
<PAGE>
contrary to applicable TeleTech policies regarding expense reimbursement
shall be reimbursed, if at all, only at the sole discretion of TeleTech.
(b) RWCO shall be solely responsible for all costs and
expenses associated with or relating to office expenses (including
without limitation rent and utilities), support services and personnel
costs, personal income taxes, local, state and federal taxes, and any
other costs and expenses of whatever nature or sort (with the exception
of expenses expressly assumed by TeleTech in Section 3(a) of this
Agreement) incurred by RWCO and/or Consultant in connection with
performance of the Services hereunder.
4. TERM AND TERMINATION. This Agreement shall commence on September 1,
1996 and shall continue until August 31, 1997, unless earlier terminated by
either party upon 30 days' prior written notice to the other party (a
"Voluntary Termination"). Notwithstanding the foregoing, this Agreement may
be terminated immediately by TeleTech (a) upon delivery of notice by TeleTech
that Consultant has breached or has threatened to breach the provisions of
Section 5 hereof, (b) upon delivery of notice by TeleTech that Consultant is
providing services to a Competitor, or (c) for "Cause," as defined in the
Option Agreement (any of the foregoing, an "Involuntary Termination"). Upon
termination of this Agreement, RWCO shall be entitled to receive (i) any Fees
due and owing by TeleTech up to the termination date, in the event of a
Voluntary Termination, and (ii) any expenses incurred prior to the
termination date that are reimbursable hereunder.
5. CONFIDENTIAL INFORMATION.
(a) Consultant recognizes that he will occupy a position of trust
with respect to business and technical information of a secret or
confidential nature which is the property of TeleTech or any of its
affiliates and which will be imparted to him from time to time in the
course of the performance of the Services hereunder. Consultant
acknowledges and agrees that any and all Confidential Information (as
defined herein) learned or obtained by Consultant during the course of
the performance of the services or otherwise, is the property of TeleTech
and its affiliates.
(b) Consultant shall not use or disclose, directly or
indirectly, any Confidential Information to any person, except that
Consultant may use and disclose to authorized personnel or agents of
TeleTech or its affiliates such Confidential Information as is necessary
for Consultant's proper performance of the Services hereunder. The
provisions of this Section 5 shall survive termination of this Agreement
for any reason.
(c) Consultant shall return to TeleTech, promptly upon
termination of this Agreement or otherwise upon the request of TeleTech,
any and all copies of any documentation or materials
-3-
<PAGE>
containing any Confidential Information. All information, know-how and
other things devised or created by Consultant during the Term, solely or
jointly with others, that falls within the definition of Confidential
Information shall belong solely to TeleTech, and Consultant agrees, upon
request of TeleTech, to assign the same to TeleTech and/or to assist
TeleTech in obtaining copyright, trademark and/or trade name protection
thereon.
(d) "Confidential Information" means all information, data,
know-how, systems and procedures of a technical or commercial nature
owned by or relating to TeleTech or any of its affiliates, whether prior
to, during or after the termination or expiration of this Agreement,
including but not limited to all ideas, concepts, experimental and
research data, service techniques and protocols, business and marketing
plans; information relating to financial information, pricing, cost and
sales information, contractual arrangements, advertising and promotions,
market research data and other information about TeleTech's and its
affiliates' actual and prospective employees, clients, suppliers and
vendors; patents and patent applications, inventions and improvements
(whether patentable or not), development projects, computer software and
related documentation and materials, designs, practices, recipes,
processes, methods, know-how, techniques and other facts relating to the
business of TeleTech and its affiliates; and all other trade secrets and
information of a confidential and proprietary nature.
(e) Cosultant hereby acknowledges that each subsidiary and
affiliate of TeleTech is expressly made a third party beneficiary hereto
for purposes of protecting its rights and interests hereunder.
(f) RWCO and Consultant acknowledge that damages would be an
inadequate remedy for Consultant's breach of any of the provisions of
this Section 5 and that breach of any of such provision will result in
immeasurable and irreparable harm to TeleTech. Therefore, in addition to
any other remedy to which TeleTech may be entitled by reason of
Consultant's breach or threatened breach of any such provision, TeleTech
shall be entitled to seek and obtain a temporary restraining order, a
preliminary and/or permanent injunction, or any other form of equitable
relief from any court of competent jurisdiction restraining Consultant
from committing or continuing any breach of this Section 5, without the
necessity of posting a bond. It is further agreed that the existence of
any claim or cause of action on the part of Consultant or RWCO against
TeleTech, whether arising from this Agreement or otherwise, shall in no
way constitute a defense to the enforcement of the provisions of this
Section 5.
6. NON-COMPETITION.
(a) TeleTech and Consultant recognize that Consultant recognize
that Consultant has been retained to occupy a position equivalent to
that occupied
-4-
<PAGE>
by the professional, management and/or executive staff of TeleTech and
that his duties may include the formulation and/or execution of
management policy. Consultant, for and in consideration of retention by
TeleTech in such a position and being permitted access to Confidential
Information, agrees that so long as this Agreement is in effect and for
a period of 24 months thereafter, Consultant shall not (i) work for,
(ii) assist or perform consulting services for, (iii) own any interest,
directly or indirectly and whether individually or as a joint venturer,
partner, member, officer, director, shareholder, consultant, employee or
otherwise, in or (iv) make a financial investment, whether in the form of
equity or debt, in any business that is directly or substantially
competitive with the Business in the United States, Australia, New Zealand,
the United Kingdom or in any other market in which TeleTech is conducting
business at the time this Agreement is terminated.
(b) Notwithstanding the foregoing, nothing herein, in the
Option Agreement or in the TeleTech Holdings, Inc. Directors Option
Agreement dated as of January 1, 1996 between Consultant and TeleTech
(collectively, the "Other Agreements") shall prohibit Consultant from
(i) holding 5% or less of any class of voting securities of any entity
whose equity securities are listed on a national securities exchange or
regularly traded in the over-the-counter market and for which quotations
are readily available on the National Association of Securities Dealers
Automated Quotation system, or (ii) (A) providing consulting services
relative to the acquisition of, or the making of an investment in,
Cellarmaster Wines Pty, Ltd. ("Cellarmaster"), (B) making an investment,
directly or indirectly, in Cellarmaster or (C) subject to the prior
approval of the President of TeleTech (which approval will not be
unreasonably withheld), having any other involvement with Cellarmaster.
(c) Upon the termination of this Agreement and for 24 months
thereafter, Consultant shall promptly notify TeleTech of each employment
or agency relationship entered into by Consultant, and each corporation,
proprietorship or other entity formed or used by Consultant, the
business of which is directly or indirectly, similar to or in
competition with the Business.
(d) Consultant agrees that the restrictions contained in this
Section 6 are reasonable as to time and geographic scope because of the
nature of the Business and Consultant agrees, in particular, that the
geographic scope of this restriction is reasonable because companies in
the teleservicing and outsourced customer service industry compete on a
nationwide basis. Consultant acknowledges that TeleTech is in direct
competition with all other companies that provide teleservicing and
other customer services on an outsourced basis throughout the United
States, Australia, New Zealand, the United Kingdom and other markets in
which TeleTech may be conducting business at the time Consultant's
relationship with TeleTech is terminated and, because of the nature
-5-
<PAGE>
of the Business, Consultant agrees that the covenants contained in this
Section 6 cannot reasonably be limited to any smaller geographic area.
7. NON-SOLICITATION AND NON-INTERFERENCE.
(a) Consultant acknowledges that TeleTech has invested substantial
time and effort in assembling its present staff. Consultant agrees that so
long as this Agreement is in effect and for a period of 24 months
thereafter, he shall not (irrespective of the time, manner or cause of
termination of this Agreement), either directly or indirectly employ,
solicit for employment or advise or recommend to any other person that
such other person employ or solicit for employment, any of TeleTech's
employees.
(b) Consultant acknowledges that all clients of TeleTech that
Consultant has serviced or had contact with, or hereafter during the
term of this Agreement will service or have contact with, and all
prospective clients of TeleTech from whom Consultant has solicited or
may solicit business during the term of this Agreement, shall be clients
solely of TeleTech. Consultant agrees that, so long as this Agreement is
in effect and for a period of 24 months thereafter (irrespective of the
time, manner or cause of termination of this Agreement), he shall not
either directly or indirectly
(i) solicit business, as to products or services competitive
with the Business of TeleTech, from any of TeleTech's customers
with whom Consultant had contact during his relationship with
TeleTech; or
(ii) interfere with any relationship between TeleTech and
any of its suppliers, clients or employees, or influence or
attempt to influence any of TeleTech's clients not to do
business with TeleTech.
(c) Consultant agrees that the restrictions contained in this
Section 7 are reasonable as to time and geographic scope because of the
nature of the Business and Consultant agrees, in particular, that the
geographic scope of this restriction is reasonable because companies in
the teleservicing and outsourced customer service industry compete on a
nationwide basis. Consultant acknowledges that TeleTech is in direct
competition with all other companies that provide teleservicing and other
customer services on an outsourced basis throughout the United States,
Australia, New Zealand, the United Kingdom and other markets in which
TeleTech may be conducting business at the time Consultant's relationship
with TeleTech is terminated and, because of the nature of the Business,
Consultant expressly agrees that the covenants contained in this Section 7
cannot reasonably be limited to any smaller geographic area.
-6-
<PAGE>
8. INDEMNIFICATION. TeleTech agrees to indemnify and hold harmless
Consultant, RWCO and its stockholders, directors, officers, employees and
agents (the "Indemnified Parties") with respect to any claims or liabilities
(including reasonable costs and expenses incurred in defending such claims or
liabilities, including without limitation reasonable attorney's fees) that
may be asserted or imposed against any Indemnified Party arising out of,
relating to or in connection with the performance of the Services hereunder,
except for any such claims that may be asserted or liabilities that may be
imposed by virtue of any gross negligence or willful misconduct of any
Indemnified Party.
9. INDEPENDENT CONTRACTOR. Consultant shall, at all times, be an
independent contractor and, accordingly, under no circumstances shall
Consultant have or claim to have any authority or power of decision in any
activity on behalf of TeleTech. Notwithstanding any other provision of this
Agreement, it is specifically understood that TeleTech shall not, with
respect to the Services to be rendered hereunder, exercise any control over
Consultant that would be contrary to TeleTech's relationship with Consultant
as an independent contractor.
10. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of Delaware, without
regard to its principals regarding conflicts of law.
11. JURISDICTION; SERVICE OF PROCESS. Each of the parties hereto agrees
that all actions or proceedings initiated by any party hereto and arising
directly or indirectly out of this Agreement which are brought to judicial
proceedings shall be litigated in the United States District Court covering
Denver, Colorado or, in the event such court cannot or will not exercise
jurisdiction, in the state courts of the State of Colorado sitting in Denver,
Colorado. Each of the parties hereto expressly submits to the jurisdiction of
such courts and waives any claim that any such court is an inconvenient forum
or an improper forum based on lack of venue or jurisdiction.
12. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by any
party without the prior written consent of all other parties. This Agreement
shall be binding upon and shall inure to the benefit of (a) the heirs,
executors and legal representatives of Consultant upon Consultant's death and
(b) any successor of TeleTech or RWCO and any such successor or permitted
assign shall be deemed substituted for TeleTech or RWCO, as the case may be,
under the terms hereof for all purposes.
13. INTEGRATION. This Agreement and the Other Agreements constitute the
entire agreement between the parties with respect to all matters, including
but not limited to the retention of RWCO and Consultant, and RWCO's and
Consultant's compensation, commissions
-7-
<PAGE>
and benefits any entitlements to stock or stock rights in TeleTech. This
Agreement and the Other Agreements, supersede all prior oral or written
understandings and agreements relating to its subject matter and all other
business relationships between TeleTech and/or its affiliated companies and
RWCO and Consultant.
14. NO MODIFICATION. This Agreement may be modified only by a written
instrument executed by the parties, which is designated as an amendment to
this Agreement.
15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
16. SEVERABILITY. Any provision of this Agreement (or any portion
thereof) that is deemed invalid, illegal or unenforceable in any jurisdiction
shall, as to that jurisdiction and subject to this paragraph be ineffective
to the extent of such invalidity, illegality or unenforceability, without
affecting in any way the remaining provisions thereof in such jurisdiction or
rendering that or any other provisions of this Agreement invalid, illegal, or
unenforceable in any other jurisdiction. If any covenant should be deemed
invalid, illegal or unenforceable because its scope is considered excessive,
such covenant shall be modified so that the scope of the covenant is reduced
only to the minimum extent necessary to render the modified covenant valid,
legal and enforceable.
-8-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
TELETECH SERVICE CORPORATION, INC.
By: /s/ Kenneth Tuchman
------------------------------------
Name: Kenneth Tuchman
Title: President
RICHARD WEINGARTEN & COMPANY, INC.
By: /s/ Richard Weingarten
-----------------------------------
Name: Richard Weingarten
Title: President
/s/ Richard Weingarten
----------------------------------------
Richard Weingarten
-9-
<PAGE>
-10-
<PAGE>
EXHIBIT 21.1
LIST OF SUBSIDIARIES OF
TELETECH HOLDINGS, INC.
Jurisdiction
Name of Subsidiary * of Organization
------------------ ---------------
1. TeleTech Services Corporation . . . . . . . . . State of Colorado
(a) TeleTech Telecommunications, Inc. . . . . . State of California
(b) TeleTech Teleservices, Inc. . . . . . . . . State of Colorado
(c) TeleTech UK Limited . . . . . . . . . . . . United Kingdom
(d) Access 24 Limited . . . . . . . . . . . . . United Kingdom
(e) TeleTech Financial Services Management,
Inc. . . . . . . . . . . . . . . . . . . . State of Delaware
(f) TeleTech Facilities Management (Postal
Customer Support), Inc. . . . . . . . . . . State of Delaware
(g) TeleTech Facilities Management (Parcel
Customer Support), Inc. . . . . . . . . . State of Delaware
(h) TeleTech Health Services Management, Inc. State of Delaware
(i) TeleTech Customer Care Management (West
Virginia), Inc. . . . . . . . . . . . . . State of West Virginia
(j) TeleTech Customer Care Management (New
York), Inc. . . . . . . . . . . . . . . . State of New York
2. TeleTech International Pty Limited . . . . . . . New South Wales,
Australia
(a) TeleTech Limited . . . . . . . . . . . . . New Zealand
(b) High Performance Healthcare Limited . . . . Queensland, Australia
- --------------------------
* Each of the subsidiaries conducts business under its legal corporate name
listed above.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of all our
reports (and to all references to our Firm) included in or made a part of this
Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Denver, Colorado
October 10, 1996
<PAGE>
GUMBINER, SAVETT, FINKEL, FINGLESON & ROSE, INC.
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the incorporation of our
report dated April 13, 1994, with respect to the combined statements of income
and cash flows of TeleTech Telecommunications, Inc. and TeleTech Teleservices,
Inc. for the eleven months ended December 31, 1993 in the Registration Statement
on Form S-1 to be filed by TeleTech Holdings, Inc. with the Securities and
Exchange Commission, and to all references to our firm included therein.
/s/ Gumbiner, Savett, Finkel, Fingleson & Rose, Inc.
GUMBINER, SAVETT, FINKEL, FINGLESON & ROSE, INC.
(Formerly Gumbiner, Savett, Friedman & Rose, Inc.)
Santa Monica, California
October 9, 1996
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM the audited
consolidated financial statements for the year ended December 31, 1995 and the
unaudited consolidated and combined financial statements for the six months
ended June 30, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1996
<PERIOD-END> DEC-31-1995 JUN-30-1996
<CASH> 42,304 1,327,476
<SECURITIES> 10,361,213 8,303,961
<RECEIVABLES> 9,786,123 27,566,943
<ALLOWANCES> 788,907 1,271,631
<INVENTORY> 0 0
<CURRENT-ASSETS> 21,133,647 37,592,674
<PP&E> 9,103,701 27,081,663
<DEPRECIATION> 6,059,424 7,837,387
<TOTAL-ASSETS> 30,583,326 63,750,719
<CURRENT-LIABILITIES> 9,828,164 30,859,387
<BONDS> 3,589,615 0
12,867,430 13,289,860
0 0
<COMMON> 407,000 417,462
<OTHER-SE> 3,383,752 11,330,747
<TOTAL-LIABILITY-AND-EQUITY> 38,583,326 63,750,719
<SALES> 50,487,490 56,618,631
<TOTAL-REVENUES> 50,487,490 56,618,631
<CGS> 27,245,961 31,720,505
<TOTAL-COSTS> 45,871,392 50,339,387
<OTHER-EXPENSES> (2,948,571) 84,566
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 459,589 459,570
<INCOME-PRETAX> 7,085,080 5,735,108
<INCOME-TAX> 2,928,996 2,416,860
<INCOME-CONTINUING> 4,156,084 3,318,248
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 4,156,084 3,318,248
<EPS-PRIMARY> .08 .06
<EPS-DILUTED> .08 .06
</TABLE>
