<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TELETECH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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<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)
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WITH COPIES TO:
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<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>
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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. /X/ 333-13833
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. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) FEE
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Common Stock, par value $.01 per
share......................... $14,347,400 $4,348.00
</TABLE>
(1) Estimated in accordance with Rule 457 (c) solely 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 24, 1996.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission (the "Commission") by TeleTech Holdings, Inc. (the "Company")
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended. This Registration Statement hereby incorporates by reference the
contents of the Company's Registration Statement on Form S-1 (Registration No.
333-13833), filed on October 10, 1996, relating to the offering of up to
4,140,000 shares of the Company's common stock, par value $.01 per share.
CERTIFICATION
The Company hereby authorizes the Commission to deduct the $4,348.00
registration fee for the additional shares of common stock being registered
hereby from available unrestricted funds previously deposited by the Company in
the Commission's lockbox at Mellon Bank. In the event such funds are not
available for any reason, the Company hereby certifies to the Commission that
the Company will instruct its bank to wire, to the lockbox of the Commission at
Mellon Bank, the registration fee for the additional shares of common stock
being registered hereby as soon as practicable (but in no event later than the
close of business on November 1, 1996); that it will not revoke such
instructions; and that it has sufficient funds in the relevant account to cover
the amount of the filling fee.
<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 31, 1996.
By: /s/ KENNETH D. TUCHMAN
-----------------------------------
Kenneth D. Tuchman
CHAIRMAN OF THE BOARD OF DIRECTORS,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON OCTOBER 31, 1996 BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED:
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<C> <S>
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
/s/ KENNETH D. TUCHMAN
------------------------------------------- Chairman of the Board, President and Chief Executive
Kenneth D. Tuchman Officer (Principal Executive Officer)
* STEVEN B. COBURN
------------------------------------------- Chief Financial Officer (Principal Financial and
Steven B. Coburn Accounting Officer)
* ROD DAMMEYER
------------------------------------------- Director
Rod Dammeyer
* ALAN SILVERMAN
------------------------------------------- Director
Alan Silverman
* STUART SLOAN
------------------------------------------- Director
Stuart Sloan
* SAMUEL ZELL
------------------------------------------- Director
Samuel Zell
*By: /s/ KENNETH D. TUCHMAN
-------------------------------------------
Kenneth D. Tuchman
As Attorney-in-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
5.1 Opinion of Neal, Gerber & Eisenberg
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
* Incorporated by reference to Exhibit 24.1 to the Company's Registration Statement on Form S-1
(Registration No. 333-13833) filed on October 10, 1996.
</TABLE>
<PAGE>
Neal, Gerber & Eisenberg
Two N. LaSalle Street, Suite 2200
Chicago, Illinois 60602
(312) 269-8000
October 31, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: TeleTech Holdings, Inc.
Registration Statement on Form S-1
FILED PURSUANT TO RULE 462(b)
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 pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended, of the Company's
Registration Statement on Form S-1 (the "Registration Statement") relating to
the proposed offering by certain stockholders of the Company (the "Selling
Stockholders") of 400,000 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 60,000 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 the Selling Stockholders and 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, if the underwriters' over-allotment option is
exercised, to be issued and sold by the Company), when 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>
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 31, 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 31, 1996
