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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TELETECH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 84-1291044
(State or other jurisdiction (I.R.S. Employer
of 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 COPY TO:
Helen N. Kaminski, Esq.
Neal, Gerber & Eisenberg
Two North LaSalle Street
Chicago, Illinois 60602
(312) 269-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
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. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value............... 606,343 $6.91 $4,189,830.00 $1,236.00
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based upon the
average of the high and low prices of the Common Stock as reported on the
Nasdaq National Market on September 22, 1998.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES 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 ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
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>
SUBJECT TO COMPLETION, DATED SEPTEMBER 29, 1998
PROSPECTUS
606,343 SHARES
TELETECH HOLDINGS, INC.
COMMON STOCK
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This Prospectus relates to 606,343 shares (the "Shares") of common stock,
par value $.01 per share (the "Common Stock"), of TeleTech Holdings, Inc., a
Delaware corporation ("TeleTech" or the "Company"). The Shares will be offered
for sale or otherwise transferred from time to time by the stockholders of
TeleTech named herein (the "Selling Stockholders") in transactions (which may
include block transactions) on the Nasdaq National Market, in the
over-the-counter market, in negotiated transactions or otherwise, at fixed
prices, which may be changed, at market prices prevailing at the time of sale,
at negotiated prices, without consideration, or by any other legally available
means. The Selling Stockholders may offer the Shares to third parties (including
purchasers) directly or by or through brokers, dealers, agents or underwriters
who may receive compensation in the form of discounts, concessions, commissions
or otherwise. The Selling Stockholders and any brokers, dealers, agents or
underwriters that participate in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), in which event any discounts, concessions and
commissions received by any such brokers, dealers, agents or underwriters and
any profit on resale of the Shares purchased by them may be deemed to be
underwriting commissions, concessions or discounts under the Securities Act. The
aggregate net proceeds to the Selling Stockholders from the sale of the Shares
will equal the purchase price of such Shares less any discounts, concessions or
commissions. See "Plan of Distribution." The Company will not receive any
proceeds from the sale of the Shares by the Selling Stockholders. The Company
will pay all expenses incurred in connection with the offering contemplated
hereby (the "Offering"), other than underwriting discounts and selling
concessions or commissions, if any, and fees and expenses of counsel for the
Selling Stockholders.
All of the shares of Common Stock offered hereby were issued to the Selling
Stockholders by the Company in connection with the Company's acquisition in
August 1998 of Outsource Informatica Ltda., a Brazilian corporation that was
owned by the Selling Stockholders. All of the Shares are "restricted securities"
under the Securities Act prior to their sale hereunder. This Prospectus has been
prepared for the purpose of registering the Shares under the Securities Act to
enable the Selling Stockholders to make future sales to the public without
restriction. See "Selling Stockholders." All of the Selling Stockholders have
agreed with the Company not to sell, exchange, transfer, distribute, pledge or
otherwise dispose of, or enter into any transaction to reduce his, her or its
interest in or risk relating to, or any transaction that would result in a
direct or indirect disposition of the Shares until such time as the Company has
published (within the meaning of Accounting Series Release Nos. 130 and 135, as
amended, published by Securities and Exchange Commission (the "Commission"))
financial results covering at least 30 days of combined operations of the
Company and the acquired corporation.
The Common Stock is quoted on the Nasdaq National Market under the symbol
"TTEC." The last reported sale price of the Common Stock on September 25, 1998
on the Nasdaq was $9.75 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is September , 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the Public Reference Room of the Commission, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at the Commission's regional
offices at Seven World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference Room of the
Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates. Such materials also may be accessed electronically by means of
the Commission's home page on the Internet at http://www.sec.gov. The Company's
Common Stock is listed on the Nasdaq National Market and such reports, proxy
statements and other information also can be inspected at the offices of the
Nasdaq National Market, 1735 K Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act, with respect to the
shares of Common Stock offered hereby. This Prospectus, which constitutes a part
of the Registration Statement, does not contain all of the information set forth
in the Registration Statement, certain items of which are contained in schedules
and exhibits to the Registration Statement as permitted by the rules and
regulations of the Commission. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
Items and information omitted from this Prospectus but contained in the
Registration Statement may be inspected and copied at the Public Reference Room
of the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated in this Prospectus by reference and are made a
part hereof:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1997 (the "Company 10-K") and Amendment No. 1 to the Company 10-K;
2. the portions of the Company's Proxy Statement for its 1998 Annual
Meeting of Stockholders held on May 8, 1998 that have been incorporated by
reference into the Company 10-K;
3. Current Report on Form 8-K, filed on July 28, 1998;
4. Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1998;
5. Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1998; and
6. the description of the Common Stock that is contained in the
Registration Statement on Form 8-A filed on July 19, 1996 pursuant to
Section 12 of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the Offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part of this Prospectus, except as so modified or superseded. The Company will
provide without charge to each person, including any beneficial owner, to whom a
copy of this Prospectus is delivered, upon written or oral request of such
person, a copy of any or all of the information that has been incorporated by
reference in this Prospectus (excluding exhibits to such information which are
not specifically incorporated by reference into such information). Requests for
such information should be directed to TeleTech Holdings, Inc., 1700 Lincoln
Street, Suite 1400, Denver, Colorado 80203, Attention: Director of Investor
Relations, Telephone (303) 894-4000.
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<PAGE>
RISK FACTORS
RELIANCE ON A FEW MAJOR CLIENTS
The Company strategically focuses its marketing efforts on developing
long-term relationships with large and multinational companies in targeted
industries. As a result, the Company derives a substantial portion of its
revenues from relatively few clients. The Company's three largest clients in
1997, United Parcel Service, AT&T and GTE, accounted for 23%, 18% and 15%,
respectively, of the Company's 1997 revenues and its three largest clients in
1996, United Parcel Service, AT&T and CompuServe Incorporated, accounted for
27%, 27% and 14%, respectively, of the Company's 1996 revenues (in each case, as
restated to reflect the acquisitions of EDM Electronic Direct Marketing Ltd. and
Digital Creators, Inc. in June 1998). The Company believes its customer
concentration will continue and may increase because the Company's programs are
becoming larger and more complex and because the lead time necessary to execute
a new sales agreement with a client has been steadily increasing. In at least
one instance, almost two years elapsed from the time of the Company's initial
sales presentation until the time a written agreement was signed and the client
program commenced. As a result of the longer sales cycle, it may become more
difficult for the Company to replace lost clients or completed programs in a
timely manner. There can be no assurance that the Company will not become more
dependent on a few significant clients, that the Company will be able to retain
any of its largest clients, that the volumes or profit margins of its most
significant programs will not be reduced, or that the Company would be able to
replace lost clients or programs with new clients or programs that generate at
least a comparable amount of profits. Consequently, the loss of one or more of
the Company's significant clients could have a material adverse effect on the
business, results of operations or financial condition of the Company.
RISKS ASSOCIATED WITH THE COMPANY'S CONTRACTS
The Company's contracts do not ensure that it will generate a minimum level
of revenues and the profitability of each client program may fluctuate,
sometimes significantly, throughout the various stages of such program. Although
the Company seeks to sign multiyear contracts with its clients, the Company's
contracts generally enable the clients to terminate the contract, or terminate
or reduce program call volumes, 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 its investment in the canceled program or for the
revenues it may lose as a result of the early termination. The Company usually
is not designated as its client's exclusive service provider. In addition, some
of the Company's contracts limit the aggregate amount the Company can charge for
its services, and several prohibit the Company from providing services to the
client's direct competitor that are similar to the services the Company provides
to such client. A few of the Company's contracts allow the Company to increase
its service fees if and to the extent certain cost or price indices increase;
however, a few of the Company's significant contracts do not contain such
provisions and some contracts require the Company to decrease its service fees
if, among other things, the Company does not achieve certain performance
objectives. Increases in the Company's service fees that are based upon
increases in cost or price indices may not fully compensate the Company for
increases in labor and other costs incurred in providing services.
DEPENDENCE ON THE SUCCESS OF ITS CLIENT'S PRODUCTS
In substantially all of its client programs, the Company generates revenues
based, in large part, on the amount of time that the Company's personnel devotes
to a client's customers. Consequently, and due to the inbound nature of the
Company's business, the amount of revenues generated from any particular client
program is 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 relate to recently introduced
product or service offerings of the Company's clients. There can be no
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assurance as to the number of consumers who will be attracted to the products
and services of the Company's clients and who will need the Company's services,
or that the Company's clients will develop new products or services that will
require the Company's services.
DIFFICULTIES OF MANAGING RAPID GROWTH
The Company has experienced rapid growth over the past several years.
Continued future growth will depend on a number of factors, including the
Company's ability to (i) initiate, develop and maintain new client relationships
and expand its existing client programs; (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 on a cost effective basis. There can be no assurance that the Company
will be able to maintain or accelerate its growth rate, effectively manage its
expanding operations or maintain its profitability. If the Company is unable to
maintain its historical growth rate or effectively manage its growth, the
Company's business, results of operations or financial condition could be
materially adversely affected.
DIFFICULTIES OF MANAGING CAPACITY UTILIZATION
The Company's profitability is influenced significantly by the Company's
ability to effectively manage the capacity utilization of its customer care call
centers (the "Call Centers"). The Company attempts to maximize utilization;
however, because almost all of the Company's business is initiated by customers
of its clients ("inbound" business), the Company has 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 peak period capacity when it opens a
new Call Center or terminates or completes a large client program. There can be
no assurance that the Company will be able to achieve or maintain optimal Call
Center capacity utilization. If the Company is unable to cost-effectively manage
its Call Center utilization, its business, results of operations or financial
condition could be materially adversely affected.
RISKS ASSOCIATED WITH RAPIDLY CHANGING TECHNOLOGY
The Company's business is highly dependent on its computer and
telecommunications equipment and software capabilities. 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. In
addition, a variety of automated customer support technologies, such as
interactive voice response and interactive Internet e-mail, have been and are
being developed that could supplement, compete with or replace the Company's
services. For some client applications, these alternative automated customer
support technologies may achieve similar results and be more cost-effective to
the client than the services currently provided by the Company. The Company's
continued growth and future profitability will be highly dependent on a number
of factors, including the Company's ability to (i) expand its existing service
offerings to include automated customer support capabilities; (ii) achieve cost
efficiencies in the Company's existing Call Center operations through the
integration of alternative automated technologies; and (iii) introduce new
services and products that leverage and respond to changing technological
developments. There can be no assurance that technologies or services developed
by the Company's competitors will not render the Company's products or services
non-competitive or obsolete, that the Company can successfully develop and
market any new services or products, that any such new services or products will
be commercially successful or that the integration of automated customer support
capabilities will achieve intended cost reductions for the Company.
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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 or continued decreases in the nation's
unemployment rate could increase the Company's recruiting and training costs and
decrease operating effectiveness and productivity. Also, if the Company obtains
several significant new clients or implements new large-scale programs, it would
be required to recruit, hire and train qualified personnel at an accelerated
rate. The Company may not be able to continue to hire, train and retain
sufficient qualified personnel to adequately staff large, 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 Call
Centers are located in geographic areas with relatively low unemployment rates,
which could make it more difficult and costly to hire qualified personnel.
DEPENDENCE ON KEY PERSONNEL
The Company's success to date has largely been the result of the skills and
efforts of Kenneth D. Tuchman, the Company's founder, Chairman of the Board,
President and Chief Executive Officer. Continued growth and profitability will
depend upon the Company's ability to strengthen its leadership infrastructure by
recruiting and retaining qualified, experienced executive personnel. Competition
in the Company's industry for executive-level personnel is fierce and there can
be no assurance that the Company will be able to hire, motivate and retain other
executive employees, or that the Company can do so on economically feasible
terms. The loss of Mr. Tuchman or the Company's inability to hire or retain such
other executive employees could have a material adverse effect on the Company's
business, growth, results of operations or financial condition. The Company's
success and achievement of its growth plans also 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
qualified technical and managerial personnel could have a material adverse
effect on the Company's business, results of operations or financial condition.
POTENTIAL YEAR 2000 PROBLEMS
The Company has undertaken an assessment and compliance program (the
"Program") to ascertain the existence and extent of, and to remediate as
necessary, any Year 2000 problems that may reside in the computer systems of the
Company and its interfaces with its clients. The Program utilizes an outside
consulting firm, which specializes in Year 2000 compliance and remediation,
which will work with full-time employees of the Company whose time is dedicated
to the Program. The Company expects to complete the assessment phase of the
Program early in the fourth quarter of 1998. As assessments are completed, the
Company will commence immediate remediation, as necessary. The Company believes,
based upon the progress of the Program so far, that costs of the assessment
phase will not exceed $1,000,000. When the assessment is completed, the Company
should be able to estimate the total cost of the Program.
The Company currently is unable to assess, and may be unable accurately to
determine, the magnitude of any Year 2000 problems that may reside in the
computer and information systems of its clients, or the impact that any such
problems could have on the services provided by the Company to such clients. As
part of the Program, the Company will contact its clients regarding the nature
and scope of any such problems and seek to work with its clients to resolve
them. The success of the Company's efforts will depend, in significant part,
upon factors outside the control of the Company, such as the level of client
cooperation and the status of the clients' own Year 2000 compliance programs.
Thus, there can be no assurance that all such problems will be resolved. The
occurrence of Year 2000 related failures in the computer and
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information systems of any of the Company's significant clients could have a
material adverse effect on the business, results of operations, and financial
condition of the Company.
DEPENDENCE ON KEY INDUSTRIES
The Company generates a majority of its revenues from clients in the
telecommunications, technology and transportation industries. The Company's
growth and financial results are largely dependent on continued demand for the
Company's services from clients in 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. The Company also provides services to clients in the
financial services, government services, healthcare and utilities industries;
however, these strategic business units are still in the development stage and
there can be no assurance that the Company can successfully develop sustainable
business in such industries.
A significant percentage of the revenues generated from clients in the
telecommunications industry relate to the Company's provision of third-party
verification of long-distance telephone service sales. Third-party verification
services, which are required by the rules of the Federal Communications
Commission, accounted for 8% of the Company's total revenues in both 1997 and
1996. Revenues generated from third-party verification services were
significantly lower than expected in the second half of 1997 and the first half
of 1998 as a result of reductions implemented by a large telecommunications
client in its direct marketing program. The Company's business, results of
operations or financial condition could be materially adversely affected if its
clients further reduce their direct marketing expenditures and their
corresponding need for third-party sales verification and/or the Federal
Communications Commission no longer requires such verification.
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. The Company maintains property and
business interruption insurance; however, there can be no assurance that such
insurance will adequately compensate the Company for any losses it may incur.
HIGHLY COMPETITIVE MARKET
The Company believes that the market in which it operates is fragmented and
highly competitive and that competition is likely to intensify in the future.
The Company competes with 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, and 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 adversely affected if its existing or
potential clients decide to provide in-house customer care services that
currently are outsourced, or retain or increase their in-house customer service
and product support capabilities. A variety of automated customer support
technologies have been developed that may make it easier and more cost-effective
for clients and potential clients to provide customer care services in-house. In
addition, competitive pressures from current or future competitors also
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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.
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 successful
in acquiring such companies on favorable terms or in integrating such companies
into the Company's existing businesses, or that any completed acquisition will
enhance the Company's business, results of operations or financial condition.
The Company has faced, and in the future may continue to face, increased
competition for acquisition opportunities, which may inhibit the Company's
ability to consummate suitable acquisitions on favorable terms. 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 also may pursue 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.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS AND EXPANSION
The Company currently conducts business in Australia, New Zealand, Mexico,
the United Kingdom, Canada and Brazil, and plans to expand into additional
countries. The Company's international operations accounted for approximately
18% and 11% of its revenues for 1997 and 1996, respectively (in each case, as
restated to reflect the acquisitions of EDM Electronic Direct Marketing Ltd. and
Digital Creators, Inc. in June 1998). In addition, a key component of the
Company's growth strategy is continued international expansion. There can be no
assurance that the Company will be able to (i) increase its market share in the
international markets in which the Company currently conducts business, (ii)
successfully market, sell and deliver its services in additional international
markets, (iii) acquire companies that expand its international operations, or
(iv) successfully integrate acquired companies. 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, potential 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. Any one or more of such factors could have a material
adverse effect on the Company's international operations and, consequently, on
the Company's business, results of operations or financial condition.
VOLATILITY OF STOCK PRICE
The Common Stock historically has been subject to significant price
fluctuations in response to a variety of factors, including quarterly variations
in operating results; announcements of new contracts or contract cancellations;
announcements by the Company or its competitors of technological innovations,
new products or services or completed acquisitions; changes in financial
estimates by securities analysts; general economic and market conditions; or
other events or factors. The market price of the Common Stock also may be
affected by the ability of the Company or its competitors 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 adversely affected the market prices of equity securities
of some companies and that often have 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 have often been instituted against such a company. Any such
litigation, if instigated against the Company, could result in substantial costs
and a diversion of management's attention and resources.
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VARIABILITY OF QUARTERLY OPERATING RESULTS
The Company has experienced and could continue to experience quarterly
variations in revenues as a result of a variety of factors, many of which are
outside the Company's control. Such factors include the timing of new contracts;
labor strikes and slowdowns; reductions or other modifications in its clients'
marketing and sales strategies; the timing of obtaining and initiating new
product or service offerings; the expiration or termination of existing
contracts or the reduction in existing programs; the timing of increased
expenses incurred to obtain and support new business; changes in the revenue mix
among the Company's various service offerings; and the seasonal pattern of
certain of the businesses serviced by the Company. In addition, the Company
makes decisions regarding staffing levels, investments and other operating
expenditures based on its revenue forecasts. If the Company's revenues are below
expectations in any given quarter, its operating results for that quarter would
likely be materially adversely affected.
COMPLIANCE WITH 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 the Company provides, the
Company must comply with various rules and regulations governing telephone
solicitation that were promulgated by the Federal Communications Commission
under the Federal Telephone Consumer Protection Act of 1991 and the Federal
Trade Commission under the Federal Telemarketing and Consumer Fraud and Abuse
Prevention Act of 1994. The Company has considered expanding its outbound
telemarketing services to improve off-peak Call Center utilization, in which
case such rules and regulations would apply to a larger percentage of the
Company's business. In addition, the Company's contract with the Postal Service
requires the Company 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. There may be
additional federal or state legislation, or changes in regulatory
implementation, that limit the future activities of the Company or its clients
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.
8
<PAGE>
THE COMPANY
TeleTech is a leading provider of customer care solutions for large and
multinational companies. The Company's customer care solutions encompass a wide
range of telephone-based and computer-based customer acquisition, retention and
satisfaction programs designed to maximize the long-term value of the
relationships between the Company'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. The Company works closely with its clients to rapidly design and
implement large-scale, tailored customer care programs that provide
comprehensive solutions to the clients' specific business needs.
The Company 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. TeleTech's
Representatives, who respond to customer inquiries from Call Centers, utilize
state-of-the-art workstations that operate on the Company's advanced technology
platform and enable 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. The Company provides
services from Call Centers leased, equipped and staffed by the Company ("fully
outsourced programs") and also from Call Centers that are leased and equipped by
its clients, but are staffed and managed by the Company ("facilities management
programs").
The Company typically establishes long-term, strategic relationships,
formalized by multiyear contracts, with selected clients in the
telecommunications, transportation, technology, financial services, government
services, healthcare and utilities industries. The Company targets clients in
these industries because such clients typically have complex product and service
offerings and large customer bases, which require frequent, increasingly
sophisticated, customer interactions. For example, since 1996 the Company has
entered into multiyear contracts with the United States Postal Service, CIBC
Insurance and Citibank, and entered into a multiyear, multifacility contract
with GTE.
The Company was founded in 1982 and has been providing inbound customer care
solutions since its inception. As of December 31, 1997, the Company leased or
managed a total of 22 Call Centers, of which 13 are located in the United
States, three in Canada, two in Australia and one each in the United Kingdom,
New Zealand and Mexico, equipped with an aggregate of more than 8,100
state-of-the-art workstations. The Company also is engaged in ongoing
evaluations of possible strategic acquisitions. In 1997, approximately 98% of
the Company's call handling revenues were derived from inbound customer
inquiries.
9
<PAGE>
FORWARD-LOOKING STATEMENTS
Statements contained in this Prospectus regarding TeleTech's prospective
business opportunities and expansion plans are forward-looking statements that
involve substantial risks and uncertainties. Such forward-looking statements
include (i) the expected opening of new Call Centers and the Company's
expectation that there will be sufficient business to utilize existing and
additional Call Center capacity, (ii) the Company's expected expansion into new
international markets, (iii) the Company's ability to maintain state-of-the-art
Call Center and customer care operations, (iv) the time period during which the
Company expects to make its software programs and operating systems Year 2000
compliant and the expected costs of such compliance, and (iv) statements
relating to the Company or its operations that are preceded by terms such as
"anticipates," "expects," "believes" and similar expressions.
In accordance with the Private Securities Litigation Reform Act of 1995,
following are important factors that could cause the Company's actual results,
performance or achievements to differ materially from those implied by such
forward-looking statements: TeleTech's agreements with clients may be cancelled
by the client on short notice and do not ensure that TeleTech will generate a
specific level of revenue. The Company's programs are becoming larger and more
complex and the lead time necessary to execute a new sales agreement with a
client has been steadily increasing. The amount of revenue TeleTech generates
from a particular client is dependent upon customers' interest in and use of the
client's products or services, some of which are recently-introduced or
untested. The loss of a significant client or the termination or completion of a
significant client program may have a material adverse effect on TeleTech's
capacity utilization and results of operations. See "Risk Factors" for other
factors that may cause actual results to differ materially from results implied
by the forward-looking statements.
RECENT EVENTS
On August 18, 1998, the Company acquired all of the outstanding capital
stock of Outsource Informatica Ltda., a Brazilian corporation ("Outsource"), in
exchange for 606,343 shares of Common Stock. The Company accounted for the
acquisition as a pooling of interests. In connection with such transaction,
TeleTech agreed to file the Registration Statement of which this Prospectus
constitutes a part to enable the former stockholders of Outsource to resell,
without restriction, the shares of Common Stock issued to them in the
transaction. The Company has agreed to keep such Registration Statement
effective for two years or, if earlier, until such time as the Shares are
eligible for resale pursuant to Rule 144(k), promulgated under the Securities
Act.
USE OF PROCEEDS
All of the Shares are being offered by the Selling Stockholders. The Company
will not receive any proceeds from the sale of the Shares by the Selling
Stockholders.
10
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth (i) the name of each Selling Stockholder,
(ii) the number of shares of Common Stock beneficially owned by each Selling
Stockholder as of the date of this Prospectus, and (iii) the number of such
shares of Common Stock which will be beneficially owned by each Selling
Stockholder after the offering, assuming the sale of all the Shares offered
hereby:
<TABLE>
<CAPTION>
BENEFICIAL SHARES BENEFICIAL
OWNERSHIP PRIOR TO TO BE OWNERSHIP AFTER
SELLING STOCKHOLDERS OFFERING(1) OFFERED(2) OFFERING(2)
- ----------------------------------------------------------------- ------------------ ----------- -------------------
<S> <C> <C> <C>
Gregorio Diaz(3)................................................. 454,757 454,757 --
Marcelo Carvalho de Amorim(3).................................... 151,586 151,586 --
</TABLE>
- ------------------------
(1) Consists of Shares issued in connection with the Company's August 18, 1998
acquisition of Outsource, which are being registered hereby in accordance
with the provisions of the stock purchase agreement. See "Recent Events."
(2) The exact number of Shares to be sold by a Selling Stockholder at any time
or from time to time cannot be determined. Neither of the Selling
Stockholders currently owns 1% or more of the outstanding Common Stock and,
assuming the sale of the Shares registered hereby, neither of the Selling
Stockholders will own 1% or more of the outstanding Common Stock after each
sale.
(3) Each of Messrs. Diaz and Amorim was an officer and director of Outsource
prior to its acquisition by the Company. Following such acquisition, Messrs.
Diaz and Amorim have continued to serve as officers and directors of
Outsource, which is an indirect wholly-owned subsidiary of the Company.
11
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that the Shares covered
hereby may be offered and sold by the Selling Stockholders, or by purchasers,
transferees, donees, pledgees or other successors in interest, in private or
public transactions, directly or by or through brokers, dealers, agents or
underwriters who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders and/or from purchasers
of the Shares for whom they may act as agent. Sales and transfers of the Shares
may be effected from time to time in one or more transactions on the Nasdaq
National Market, in the over-the-counter market, in negotiated transactions or
otherwise, at a fixed price or prices, which may be changed, at market prices
prevailing at the time of sale, at negotiated prices, or without consideration,
or by any other legally available means. Any or all of the Shares may be sold or
transferred from time to time by means of (a) a block trade in which the broker
or dealer so engaged will attempt to sell the Shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; (d) the
writing of options on the Shares; (e) pledges as collateral to secure loans,
credit or other financing arrangements and subsequent foreclosure, if any,
thereunder; (f) gifts, donations and contributions; and (g) any other legally
available means. To the extent required, the number of Shares to be sold or
transferred, the purchase price, the name of any such agent, broker, dealer or
underwriter and any applicable discounts, concessions, allowances, discounts or
commissions and any other required information with respect to a particular
offer of the Shares will be set forth in an accompanying Prospectus Supplement.
The aggregate net proceeds to the Selling Stockholders from the sale of the
Shares will be the purchase price of such Shares less any underwriting
discounts, concessions or commissions. This Prospectus also may be used, with
the Company's prior written consent, by donees and pledgees of the Selling
Stockholders.
In connection with distributions of the Shares or otherwise, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions. In connection with such transactions, broker-dealers or
other financial institutions may engage in short sales of the Company's Common
Stock in the course of hedging the positions they assume with Selling
Stockholders. The Selling Stockholders also may take a short position in shares
of the Company's Common Stock and redeliver the Shares to close out such short
positions.
The Selling Stockholders and any brokers, dealers, agents or underwriters
that participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, in which event any
discounts, concessions and commissions received by such brokers, dealers, agents
or underwriters and any profit on the resale of the Shares purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.
The Selling Stockholders may agree to indemnify any broker-dealer that
participates in transactions involving the sale of the Shares against certain
liabilities, including liabilities arising under the Securities Act.
Each of the Selling Stockholders is acting independently of the Company in
making decisions with respect to the timing, price, manner and size of each
sale. No underwriter, broker, dealer or agent has been engaged by the Company in
connection with the distribution of the Shares. There is no assurance,
therefore, that the Selling Stockholders will sell any or all of the Shares. The
Company has agreed to make copies of this Prospectus available to the Selling
Stockholders in connection with the offer or sale of the Shares and has informed
them of the need to deliver copies of this Prospectus to purchasers at or prior
to the time of any sale of the Shares offered hereby.
The Shares covered by this Prospectus may qualify for sale pursuant to
Section 4(1) of the Securities Act or Rule 144 promulgated thereunder, and may
be sold thereunder rather than pursuant to this Prospectus. The Selling
Stockholders may transfer, devise or gift the Shares by other means not
described herein.
12
<PAGE>
The Company will not receive any proceeds from the sale of the Shares by the
Selling Stockholders. The Company will pay all of the expenses incident to the
registration of the Shares, other than underwriting discounts and selling
concessions or commissions, if any, and fees and expenses of counsel for the
Selling Stockholders, if any. Pursuant to the stock purchase agreement executed
in connection with the Company's acquisition of Outsource, (i) the Company and
the Selling Stockholders have agreed to indemnify each other against certain
liabilities, including liabilities arising under the Securities Act, and (ii)
the Company has agreed to keep the Registration Statement of which this
Prospectus constitutes a part effective for two years or, if earlier, until such
time as the Shares are eligible for resale pursuant to Rule 144(k). The Company
intends to de-register any of the Shares not sold by the Selling Stockholders.
Each of the Selling Stockholders has agreed with the Company not to sell,
exchange, transfer, distribute, pledge or otherwise dispose of, or enter into
any transaction to reduce his, her or its interest in or risk relating to, or
any transaction that would result in a direct or indirect disposition of the
Shares, until such time as the Company has published (within the meaning of
Accounting Series Release Nos. 130 and 135, as amended, published by the
Commission) financial results covering at least 30 days of combined operations
of the Company and Outsource.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Neal, Gerber & Eisenberg, Chicago, Illinois.
EXPERTS
The supplemental consolidated financial statements of the Company as of
December 31, 1997 and 1996 and for each of the years in the three-year period
ended December 31, 1997, which are incorporated herein by reference, have been
audited by Arthur Andersen LLP, independent certified public accountants, as
indicated in their report with respect thereto, and are incorporated herein by
reference in reliance upon the authority of such firm as experts in accounting
and auditing.
13
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING STOCKHOLDERS OR ANY BROKER, DEALER OR AGENT. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
Risk Factors.............................................................. 3
The Company............................................................... 9
Forward-Looking Statements................................................ 10
Recent Events............................................................. 10
Use of Proceeds........................................................... 10
Selling Stockholders...................................................... 11
Plan of Distribution...................................................... 12
Legal Matters............................................................. 13
Experts................................................................... 13
</TABLE>
606,343 SHARES
TELETECH
HOLDINGS, INC.
COMMON STOCK
---------------------
PROSPECTUS
---------------------
SEPTEMBER , 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
sale and distribution of securities being registered, other than discounts,
concessions and brokerage commissions.
<TABLE>
<S> <C>
SEC registration fee............................................ $ 1,236
Legal fees and expenses......................................... 1,000*
Accounting fees and expenses.................................... 1,000*
Miscellaneous................................................... 3,000*
---------
Total....................................................... $ 6,236*
</TABLE>
- ------------------------
* Estimated
The Company will bear all of the foregoing expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful.
Although Delaware law permits a corporation to indemnify any person referred
to above against expenses (including attorney fees) that are actually and
reasonably incurred by such person ("Expenses"), and amounts paid in settlement
that are actually and reasonably incurred by such person, 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 Court of Chancery, or the court in which
the action or suit was brought, determines that, despite the adjudication of
liability, such person is entitled to indemnity for such Expenses as the Court
of Chancery, or such other court, deems proper.
The determination, with respect to a person who is a director of officer at
the time of such determination, as to whether a person seeking indemnification
has met the required standard of conduct is to be made (i) by a majority vote of
the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (ii) by a committee of such directors designated
by majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iv) by the stockholders.
Delaware law also provides that to the extent that a present or former
director or officer of a corporation has been successful on the merits or
otherwise defense of any action, suit or proceeding covered by the statute, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
II-1
<PAGE>
In addition, Delaware law provides for the general authorization of
advancement of a director's or officer's litigation expenses, subject to an
undertaking by such person to repay any such advancements if such person is
ultimately found not to have been entitled to reimbursement for such expenses
and that 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, vote of stockholders or disinterested directors or otherwise.
The Company's Restated Certificate of Incorporation and By-laws provide that
the Company 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, the Company
maintains liability insurance for the benefit of its directors and officers.
The Company has entered into agreements to indemnify its directors and
certain of its officers, in addition to the indemnification provided for in the
Company's Restated Certificate of Incorporation and By-laws. These agreements
provide, among other things, that the Company 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 the Company 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 the Company
or any other company or enterprise to which the person provides services at the
request of the Company. The Company believes that these provisions and
agreements are necessary to attract and retain talented and experienced
directors and officers.
Pursuant to the acquisition agreement described in the Prospectus, the
Company and the Selling Stockholders have agreed to indemnify each other and
such Selling Stockholders have agreed to indemnify the Company's directors,
officers and controlling person against certain liabilities, including
liabilities under the Security Act of 1933, as amended.
ITEM 16. EXHIBITS.
(a) Exhibits
A list of exhibits is set forth in the Exhibit Index appearing elsewhere
in this Registration Statement and is incorporated herein by reference.
(b) Supplemental Financial Statement Schedules:
None.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-2
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than insurance payments and the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on September 29, 1998.
<TABLE>
<S> <C> <C>
TELETECH HOLDINGS, INC.
(Registrant)
By: /s/ KENNETH D. TUCHMAN
-----------------------------------------
Kenneth D. Tuchman
CHAIRMAN OF THE BOARD OF DIRECTORS,
PRESIDENT
AND CHIEF EXECUTIVE OFFICER
</TABLE>
We, the undersigned officers and directors of TeleTech Holdings, Inc.,
hereby severally constitute Kenneth D. Tuchman and Steven B. Coburn, or each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
any and all amendments and prospectus supplements, including post-effective
amendments, to this registration statement, and generally to do all such things
in our name and behalf in such capacities to enable TeleTech Holdings, Inc. to
comply with the applicable provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, and we hereby
ratify and confirm our signatures as they may be signed by our said attorneys,
or any of them, to any and all such amendments and supplements.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on September 29, 1998, by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ --------------------------
<C> <S>
Chairman of the Board,
/s/ KENNETH D. TUCHMAN President and Chief
- ------------------------------ Executive Officer
Kenneth D. Tuchman (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/ JOHN T. MCLENNAN
- ------------------------------ Director
John T. McLennan
/s/ MORTON H. MEYERSON
- ------------------------------ Director
Morton H. Meyerson
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
<S> <C>
5.1 Opinion of Neal, Gerber & Eisenberg
23.1 Consent of Arthur Anderson LLP
23.2 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5)
24 Powers of Attorney of certain officers and directors of the Company (included on
signature page)
</TABLE>
<PAGE>
EXHIBIT 5.1
September 29, 1998
TeleTech Holdings, Inc.
1700 Lincoln Street
Suite 1400
Denver, Colorado 80203
RE: TELETECH HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to TeleTech Holdings, Inc., a Delaware corporation
(the "Company"), in connection with 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-3 (the "Registration
Statement") relating to the proposed offering of 606,343 shares of Common Stock,
par value $.01 (the "Common Stock"), of the Company by certain selling
shareholders.
As such counsel, we have examined such agreements, resolutions, documents
and certificates of or executed by officers and directors of the Company, and
such other records, documents and instruments as we deemed relevant and
necessary as the basis for the opinion hereafter expressed. In such
examinations, we have assumed the genuineness of all signatures and 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.
Based upon the foregoing, we are of the opinion that the shares of Common
Stock that are the subject of the Registration Statement have been duly and
validly issued and are fully paid and non-assessable.
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 heading "Legal
Matters" in the Prospectus comprising a part of the Registration Statement.
Please be advised that certain partners of and attorneys associated with our
firm, beneficially own shares of Common Stock.
<TABLE>
<S> <C>
Very truly yours,
/S/ NEAL, GERBER & EISENBERG
</TABLE>
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference into this Registration Statement on Form S-3 of our report dated
February 6, 1998 (except with respect to the matters discussed in Note 17, as to
which the dates are February 17, 1998, June 8, 1998 and June 17, 1998), included
in TeleTech Holdings, Inc.'s Current Report on Form 8-K filed on July 28, 1998,
and to the incorporation by reference of our report dated February 6, 1998
(except with respect to the matter discussed in Note 17, as to which the date is
February 17, 1998), included in TeleTech Holdings, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1997 and to all references to our Firm
included in this Registration Statement on Form S-3.
ARTHUR ANDERSEN LLP
Denver, Colorado
September 25, 1998
