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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________
TELETECH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1291044
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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 COPY TO:
Helen N. Kaminski, Esq.
Neal, Gerber & Eisenberg
Two North LaSalle Street
Chicago, Illinois 60602
(312) 269-8000
___________
Approximate date of commencement of proposed sale to the public: From
time to time after the Registration Statement becomes effective.
___________
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. / /
___________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value. . . . . 410,457 $6.0625 $2,488,396 $692
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(1) Pursuant to Rule 416, this registration statement also covers such
indeterminate number of shares of TeleTech's common stock as may be issued
as a result of stock dividends, stock splits or similar transactions prior
to the termination of this registration statement.
(2) Estimated solely for the purpose of calculating the registration fee and
based upon the average of the high and low sales prices of TeleTech's
common stock as reported on the Nasdaq National Market on May 11, 1999.
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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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[RED HERRING LEGEND FOR INITIAL FILING ONLY]
The information in this prospectus is not complete and may be changed. The
Selling Stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 14, 1999
PROSPECTUS
410,457 SHARES
TELETECH HOLDINGS, INC.
COMMON STOCK
This prospectus relates to 410,457 shares of our common stock that may
be offered for sale or otherwise transferred from time to time by one or more
of the selling stockholders identified in this prospectus. The aggregate net
proceeds to the selling stockholders from the sale of the shares of TeleTech
common stock will equal the sales price of such shares of common stock, less
any commissions. See "Plan of Distribution." We will not receive any of the
proceeds from the sale of the shares of common stock by the selling
stockholders. The expenses incurred in registering the 410,457 shares of
common stock, including legal and accounting fees, will be paid by us.
All of the 410,457 shares of common stock offered hereby were acquired
by the selling stockholders from us in connection with our December 31, 1998
acquisition of Cygnus Computer Associates Ltd., a Canadian provider of
systems integration and call center solutions, and our March 16, 1999
acquisition of Pamet River, Inc., a Massachusetts global marketing company.
See "Selling Stockholders."
Our common stock is listed on the Nasdaq National Market under the
symbol "TTEC." The last reported sale price of our common stock on May 12,
1999 on the Nasdaq National Market was $6.125 per share.
Our principal executive offices are located at 1700 Lincoln Street,
Suite 1400, Denver, Colorado 80203, and our telephone number is (303)
894-4000.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 3.
___________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
___________
The date of this Prospectus is , 1999.
<PAGE>
YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. NEITHER WE NOR THE SELLING STOCKHOLDERS HAVE
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY THE
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF
THIS PROSPECTUS.
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TABLE OF CONTENTS
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PAGE
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RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
TELETECH'S BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
RECENT EVENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
WHERE TO FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 16
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . . . . . 17
</TABLE>
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RISK FACTORS
YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS AND THE OTHER
INFORMATION IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN SHARES OF OUR
COMMON STOCK, $.01 PAR VALUE PER SHARE (THE "COMMON STOCK").
TELETECH DEPENDS UPON A FEW MAJOR CLIENTS FOR A MAJORITY OF ITS
REVENUES. TeleTech strategically focuses its marketing efforts on developing
long-term relationships with large and multinational companies in targeted
industries. As a result, TeleTech derives a substantial portion of its
revenues from relatively few clients. The Company's three largest clients in
1998, GTE, United Parcel Service and AT&T, accounted for 25%, 13% and 8%,
respectively, of the Company's 1998 revenues. 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. TeleTech believes its
customer concentration will continue because TeleTech'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 TeleTech'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 TeleTech to replace lost clients or completed programs in a
timely manner. There can be no assurance that TeleTech 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 such clients or programs with clients or programs that
generate 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.
TELETECH'S CONTRACTS MAY BE TERMINATED ON SHORT NOTICE AND DO NOT
GUARANTEE SPECIFIC REVENUES. TeleTech'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 TeleTech seeks to sign multiyear contracts with
its clients, TeleTech'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 TeleTech will be able to collect such amount or that such
amount, if received, will sufficiently compensate TeleTech for its investment
in the canceled program or for the revenues it may lose as a result of the
early termination. TeleTech usually is not designated as its client's
exclusive service provider; however, TeleTech believes that meeting its
clients' expectations can have a more significant impact on revenues
generated by TeleTech than the specific terms of its client contracts. 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.
Most of TeleTech's significant contracts do not contain provisions
enabling TeleTech to increase its service fees if and to the extent certain
cost or price indices increase, and some contracts require TeleTech to
decrease its service fees if, among other things, TeleTech 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.
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TELETECH'S ABILITY TO MANAGE ITS CAPACITY UTILIZATION AFFECTS ITS
PROFITABILITY. TeleTech's profitability is influenced significantly by its
customer interaction center capacity utilization. TeleTech attempts to
maximize utilization; however, because almost all of TeleTech's business is
inbound, TeleTech has significantly higher utilization during peak (weekday)
periods than during off-peak (night and weekend) periods. The Company has
experienced periods of excess capacity, particularly in its shared customer
interaction centers, and occasionally has accepted short-term assignments to
utilize the excess capacity. In addition, TeleTech has experienced, and in
the future may experience, at least short-term, excess peak period capacity
when it opens a new customer interaction 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 customer interaction center capacity
utilization.
TELETECH MUST CONTINUE TO EFFECTIVELY MANAGE ITS RAPID GROWTH IN ORDER
TO REMAIN PROFITABLE. TeleTech 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 customer interaction center facilities on
acceptable terms and complete buildouts 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. There can be no assurance that the
Company will be able to effectively manage its expanding operations or
maintain its profitability. If the Company is unable to effectively manage
its growth, its business, results of operations or financial condition could
be materially adversely affected.
TELETECH'S SUCCESS DEPENDS UPON KEEPING ABREAST OF RAPIDLY CHANGING
TECHNOLOGY. TeleTech'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 TeleTech'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 TeleTech. 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 customer interaction 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.
TELETECH IS DEPENDENT UPON THE EFFORTS OF A FEW 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 TeleTech'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
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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.
TELETECH'S YEAR 200 PROBLEMS MAY ADVERSELY AFFECT ITS PROFITABILITY.
TeleTech currently is unable to ascertain the exact magnitude of its Year
2000 issues because it has not yet completed the assessment phase of the
program. Many potential risks exist related to the infrastructures supporting
the Company's various facilities, including the telephone and power grids
supporting the Company's global operations. The Company believes that it is
unlikely a prolonged or long-term telephone or power outage will occur at one
or more of its key operation centers as a result of Year 2000 problems,
however the occurrence of such an outage would cause major challenges and
would significantly impact the Company's ability to generate revenues during
the outage. Methods to reduce this risk are being evaluated based on the
probability of occurrence. The inability to support one or more of the
Company's clients due to the Company's own technology issues is less likely,
although a possibility. This risk is being minimized by the assessment of
the compliance levels of the Company's vendor products and by the
implementation of inspection, analysis and test activities.
TeleTech is unable to predict with certainty the extent to which its
suppliers will be affected by the Year 2000 issue, or the extent to which the
Company may be vulnerable to a supplier's inability to remediate any issues
in a timely manner. Additionally, the Company utilizes a computer interface
with many of its large customers as a key component of the client program.
Should these client systems contain Year 2000 problems, the Company may be
unable to provide services under the program. TeleTech is working with its
clients to determine the extent of the clients' readiness, but the Company
has not completed this assessment.
Currently contingency planning is being addressed but is still uncertain
pending the completion of the internal and client assessments. TeleTech is
assuming that system failures can occur not only as the result of incorrect
date data or calculations, but also due to external problems with power,
telecommunications or other business dependencies. The Company's contingency
planning will entail the preparation of alternative work processes in the
event of possible system or process failures. If the Company does not
adequately address the Year 2000 issues, the failure could have a material
adverse effect on the Company's business, growth, results of operations or
financial condition.
TELETECH'S SUCCESS DEPENDS ON RETAINING A QUALIFIED LABOR FORCE. The
Company's success is largely dependent on its ability to recruit, hire, train
and retain qualified employees. TeleTech'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,
if TeleTech obtains several significant new clients or implements several
new, large-scale programs, it would be required to recruit, hire and train
qualified personnel at an accelerated rate. TeleTech may not be able to
continue to hire, train and retain sufficient qualified personnel to
adequately staff new customer management 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 customer
interaction centers are located in geographic areas with relatively low
unemployment rates, which could make it more difficult and costly to hire
qualified personnel.
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TELETECH'S PROFITABILITY MAY BE ADVERSELY IMPACTED BY THE HIGHLY
COMPETITIVE NATURE OF ITS 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. TeleTech 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 TeleTech. Similarly, there can be no
assurance that additional competitors with greater resources than TeleTech
will not enter the 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 management 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
management services in-house. In addition, competitive pressures from
current or future competitors also 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.
TELETECH MAY ENCOUNTER DIFFICULTIES IN 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,
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. TeleTech 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.
A BUSINESS INTERRUPTION COULD MATERIALLY DISRUPT TELETECH'S BUSINESS.
The Company's operations are dependent upon its ability to protect its
customer interaction 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 customer interaction 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, such insurance may not adequately compensate
the Company for any losses it may incur.
TELETECH'S INTERNATIONAL OPERATIONS AND INTERNATIONAL EXPANSION STRATEGY
ARE RISKY. The Company currently conducts business in Australia, Brazil,
Canada, Mexico, New Zealand, Singapore and the United Kingdom. The Company's
international operations accounted for approximately 24% and 17% of its
revenues for 1998 and 1997, respectively. 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
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conducts business and (ii) successfully market, sell and deliver its services
in additional international markets. 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 managing
capacity utilization and 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.
TELETECH'S QUARTERLY OPERATING RESULTS MAY VARY WIDELY. 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 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.
TELETECH'S BUSINESS IS DEPENDENT UPON CERTAIN KEY INDUSTRIES. TeleTech
generates a majority of its revenues from clients in the telecommunications,
technology, transportation, financial services and government services
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 management 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 management services could have a material
adverse effect on the Company's business, results of operations or financial
condition. TeleTech also provides services to clients in the healthcare and
utilities industries; however, these SBUs are still in the development stage
and there can be no assurance that the Company can successfully develop them.
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 4% and 8% of the Company's total
revenues in 1998 and 1997, respectively. Revenues generated from third-party
verification services were significantly lower than expected in the second
half of 1997 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.
TELETECH'S SUCCESS IS DEPENDENT UPON THE SUCCESS OF ITS CLIENTS'
PRODUCTS. In substantially all of its client programs, TeleTech 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 TeleTech'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
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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 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.
TELETECH'S STOCK PRICE MAY BE VOLATILE. TeleTech's 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
TeleTech 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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TELETECH'S BUSINESS
TeleTech is a leading provider of customer management solutions for
large and multinational companies. TeleTech helps its clients acquire, serve
and retain their customers by strategically managing inbound telephone,
Internet and PC-based video inquiries on their behalf. Such programs include
both automated and human-assisted support and involve all stages of the
customer relationship. Programs 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's customer management solution encompasses the following
capabilities:
- strategic consulting and process redesign;
- infrastructure deployment, including the securing, designing and
building of world-class customer interaction centers;
- recruitment, education and management of client-dedicated customer
care representatives;
- engineering operational process controls and quality systems;
- technology consulting and implementation, including the integration of
hardware, software, network and computer-telephony technology; and
- database management, which involves the accumulation, management and
analysis of customer information to deliver actionable marketing
solutions.
TeleTech delivers its customer management services mostly through
customer-initiated (inbound) telephone calls and over the Internet. Services
are provided via automated support and 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 customer inquiries from customer interaction
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 customer interaction centers leased,
equipped and staffed by TeleTech (fully outsourced programs) and from
customer interaction centers leased and equipped by its clients and staffed
by TeleTech (facilities management programs). The Company's fully outsourced
customer interaction centers are utilized to serve either multiple clients
(shared centers) or one dedicated client (dedicated centers). TeleTech
typically establishes long-term, strategic relationships, formalized by
multiyear contracts, with selected clients in the telecommunications,
technology, transportation, financial services, government services,
healthcare and utilities industries. TeleTech targets clients in these
industries because of their complex product and service offerings and large
customer bases, which require frequent, increasingly sophisticated, customer
interactions. For example, the Company has
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entered into multiyear, multi-facility contracts with the U.S. Postal Service
(the Postal Service) and GTE Communications Corporation (GTE).
The Company was founded in 1982 and has been providing primarily inbound
customer management solutions since its inception. As of December 31, 1998,
TeleTech leased or managed a total of 24 customer interaction centers, 14
located in the United States, three in Canada, two in Australia and one each
in Brazil, Mexico, New Zealand, Singapore and the United Kingdom, equipped
with a total of 9,435 state-of-the-art workstations.
In 1998, the Company acquired three technology companies to broaden its
service offering. In February 1998, the Company acquired Intellisystems,
Inc., a leading developer of patented automated product support solutions.
Intellisystems' products electronically resolve a significant percentage of
customer inquiries coming into a Web site or customer interaction center via
the telephone, Internet, e-mail or fax-on-demand. During the year,
Intellisystems also incorporated speech recognition capabilities into its
system. In June 1998, the Company acquired Digital Creators, Inc., a leading
developer of Web-based applications, with special emphasis on distance-based
education and training. Digital Creators develops and designs Web sites,
distance-based learning courses and electronic performance support systems
that incorporate real-time performance feedback onto the desktop.
Additionally, in December 1998, the Company acquired Cygnus Computer
Associates Ltd., a Canadian provider of systems integration and call center
solutions. Cygnus provides a comprehensive software and integration solution
to help companies integrate both their legacy systems and customer service
applications with varied customer contact channels, including the Internet,
telephone and interactive voice response.
TeleTech focuses its marketing efforts on large and multinational
companies in the telecommunications, technology, transportation, financial
services, government services and healthcare industries, which accounted for
approximately 38%, 25%, 13%, 10%, 8% and 4%, respectively, of the Company's
revenues in 1998. The Company is also currently developing opportunities in
the utilities marketplace given the deregulation and privatization taking
place in the industry. Other industries, including utilities, accounted for
2% of the Company's revenues in 1998. The Company's three largest clients in
1998 were GTE, United Parcel Service and AT&T, which accounted for
approximately 25%, 13% and 8%, respectively, of the Company's revenues.
TeleTech's Strategic Business Units (SBUs) are responsible for developing and
implementing customized, industry-specific customer management solutions for
clients in these target industries. TeleTech's healthcare and utilities SBUs
are still in the development stage.
-10-
<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 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 industries and 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 (v) 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.
TeleTech has not yet completed its Year 2000 assessment or implementation
and, thus, cannot know with certainty the magnitude or impact of the Year
2000 problems resident in its systems. See "Risk Factors" for other factors
that may cause actual results to differ materially from results implied by
the forward-looking statements.
-11-
<PAGE>
RECENT EVENTS
On December 31, 1998, TeleTech acquired Cygnus Computer Associates Ltd.,
a corporation incorporated under the laws of the Province of Ontario
("Cygnus"), pursuant to a recapitalization of the capital stock of Cygnus.
In connection with such recapitalization, TeleTech obligated itself to issue
an aggregate of 324,744 shares of Common Stock upon the exchange of
outstanding exchangeable shares of Cygnus by the holders thereof and to
register all such shares of Common Stock to enable the holders to resell such
shares without restriction.
On March 16, 1999, TeleTech acquired all of the outstanding capital
stock of Pamet River, Inc., a Massachusetts global marketing company
("Pamet"), by the merger of Pamet with and into a wholly-owned subsidiary of
TeleTech. In connection with the merger, 285,711 shares of Common Stock were
issued as merger consideration. TeleTech agreed to register 85,713 of the
shares issued in the merger to enable the holders to resell such shares
without restriction.
In connection with such acquisitions, the Company agreed to file the
Registration Statement of which this Prospectus constitutes a part and to
keep such Registration effective for two years from the date such shares were
issued or, if earlier, until such time as the shares covered hereby are
eligible for resale pursuant to Rule 144(k), promulgated under the Securities
Act.
USE OF PROCEEDS
All of the shares of TeleTech common stock covered by the Prospectus are
being offered by the selling stockholders identified in this prospectus
("Selling Stockholders"). The Company will not receive any proceeds from the
sale of the shares by the Selling Stockholders.
-12-
<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 of Common
Stock offered hereby:
<TABLE>
<CAPTION>
Beneficial Shares Beneficial
Ownership to be Ownership
Selling Stockholders Prior to Offering Offered (1) After Offering (1)
-------------------- ----------------- ---------- -----------------
<S> <C> <C> <C>
Milos Djokovic (2)(3) . . . . . . . 308,773 308,773 --
Brant Securities Limited (2) . . . 15,971 15,971 --
Morton H. Meyerson (5) . . . . . . 494,674 28,302 466,372
Roger Kennedy (4) . . . . . . . . . 6,447 6,447 --
Paul Klingenstein (4) . . . . . . . 12,359 12,359 --
Prosper Partners (4)(6) . . . . . . 8,195 8,195 --
Arthur Ivey (4) . . . . . . . . . . 21,621 21,621 --
Steven Cousineau (4) . . . . . . . 2,367 2,367 --
Tom McDonald (4) . . . . . . . . . 3,761 3,761 --
Marian Dunshee (4) . . . . . . . . 1,316 1,316 --
Bruno Henry (4) . . . . . . . . . . 1,345 1,345 --
</TABLE>
______________
(1) The exact number of shares of Common Stock to be sold by a Selling
Stockholder at any time or from time to time currently cannot be
determined. None of the Selling Stockholders currently owns 1% or more of
the outstanding Common Stock and, assuming the sale of the shares
registered hereby, none of the Selling Stockholders will own 1% or more of
the outstanding Common Stock after each sale.
(2) Consists of shares of Common Stock issued in connection with the Company's
December 31, 1998 acquisition of Cygnus Computer Associates Ltd., which are
being registered hereby in accordance with the provisions of the
acquisition agreement. See "Recent Events."
(3) Mr. Djokovic was an officer and director of Cygnus Computer Associates Ltd.
prior to its acquisition by the Company. Following such acquisition, Mr.
Djokovic has continued to serve as an officer and director of Cygnus, which
is an indirect wholly-owned subsidiary of the Company, and as an officer of
TeleTech.
-13-
<PAGE>
(4) Consists of shares of Common Stock issued in connection with TeleTech's
March 16, 1999 acquisition of Pamet River, Inc., which are being registered
hereby in accordance with the provisions of the acquisition agreement. See
"Recent Events."
(5) Mr. Meyerson has served as a director of TeleTech since March 1998.
Includes 28,302 shares of common stock issued in connection with
TeleTech's March 16, 1999 acquisition of Pamet River, Inc. Also includes
12,500 shares of common stock subject to an option granted under the
TeleTech Holdings, Inc. Directors' Stock Option Plan and 37,824 shares
of common stock subject to an option granted under the TeleTech
Holdings, Inc. Stock Plan, which options are exercisable immediately or
within 60 days.
(6) Prosper Partners is a general partnership of which Paul Klingenstein,
another selling stockholder, is the managing general partner.
-14-
<PAGE>
PLAN OF DISTRIBUTION
TeleTech is registering the shares of Common Stock covered hereby on
behalf of the Selling Stockholders. The shares covered by this Prospectus
may be offered and sold by the Selling Stockholders, or by purchasers,
transferees, donees, pledgees or other successors in interest, directly or
through brokers, dealers, agents or underwriters who may receive compensation
in the form of discounts, commissions or similar selling expenses paid by a
Selling Stockholder or by a purchaser of the shares on whose behalf such
broker-dealer may act as agent. Sales and transfers of the shares may be
effected from time to time in one or more transactions, in private or public
transactions, on the Nasdaq National Market, in the over-the-counter market,
in negotiated transactions or otherwise, at a fixed price or prices that may
be changed, at market prices prevailing at the time of sale, at negotiated
prices, without consideration or by any other legally available means. Any
or all of the shares may be sold from time to time by means of (i) a block
trade, in which a broker or dealer attempts to sell the shares as agent but
may position and resell a portion of the shares as principal to facilitate
the transaction; (ii) purchases by a broker or dealer as principal and the
subsequent sale by such broker or dealer for its account pursuant to this
Prospectus; (iii) ordinary brokerage transactions (which may include long or
short sales) and transactions in which the broker solicits purchasers; (iv)
the writing (sale) of put or call options on the shares; (v) the pledging of
the shares as collateral to secure loans, credit or other financing
arrangements and, upon any subsequent foreclosure, the disposition of the
shares by the lender thereunder; and (vi) any other legally available means.
To the extent required with respect to a particular offer or sale of the
shares, a Prospectus Supplement will be filed pursuant to Section 424(b)(3)
of the Securities Act, and will accompany this Prospectus, to disclose (i)
the number of shares to be sold, (ii) the purchase price, (iii) the name of
any broker, dealer or agent effecting the sale or transfer and the amount of
any applicable discounts, commissions or similar selling expenses, and (iv)
any other relevant information.
The Selling Stockholders may transfer the shares by means of gifts,
donations and contributions. This Prospectus may be used by the recipients
of such gifts, donations and contributions to offer and sell the shares
received by them, directly or through brokers, dealers or agents and in
private or public transactions; however, if sales pursuant to this Prospectus
by any such recipient could exceed 500 shares, then a Prospectus Supplement
would need to be filed pursuant to Section 424(b)(3) of the Securities Act to
identify the recipient as a Selling Stockholder and disclose any other
relevant information. Such Prospectus Supplement would be required to be
delivered, together with this Prospectus, to any purchaser of such shares.
In connection with distributions of the shares or otherwise, the Selling
Stockholders may enter into hedging transactions with brokers, dealers or
other financial institutions. In connection with such transactions, brokers,
dealers or other financial institutions may engage in short sales of
TeleTech's Common Stock in the course of hedging the positions they assume
with Selling Stockholders. To the extent permitted by applicable law, the
Selling Stockholders also may sell the shares short and redeliver the shares
to close out such short positions.
The Selling Stockholders and any broker-dealers who participate in the
distribution of the shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act and any discounts, commissions
or similar selling expenses they receive 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.
-15-
<PAGE>
As a result, TeleTech has informed the Selling Stockholders that Regulation
M, promulgated under the Exchange Act, may apply to sales by the Selling
Stockholders in the market. The Selling Stockholders may agree to indemnify
any broker, dealer or agent that participates in transactions involving the
sale of the shares against certain liabilities, including liabilities arising
under the Securities Act. The aggregate net proceeds to the Selling
Stockholders from the sale of the shares will be the purchase price of such
shares less any discounts, concessions or commissions.
Each of the Selling Stockholders is acting independently of TeleTech in
making decisions with respect to the timing, price, manner and size of each
sale. No broker, dealer or agent has been engaged by TeleTech 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. In connection
with the offer and sale of the shares, TeleTech has agreed to make available
to the Selling Stockholders copies of this Prospectus and any applicable
Prospectus Supplement and has informed the Selling Stockholders of the need
to deliver copies of this Prospectus and any applicable Prospectus Supplement
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 pursuant to such provisions rather than pursuant to this
Prospectus.
TeleTech will not receive any proceeds from the sale of the shares
covered by this Prospectus and has agreed to pay all of the expenses incident
to the registration of the shares, other than discounts and selling
concessions or commissions, if any, and fees and expenses of counsel for the
Selling Stockholders, if any.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for TeleTech by Neal, Gerber & Eisenberg, Chicago, Illinois.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1998 and 1997 and for each of the years in the three-year period ended December
31, 1998, 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.
WHERE TO FIND MORE INFORMATION
TeleTech has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act, relating to the shares of Common Stock to
be sold or otherwise transferred by the Selling Stockholders identified herein.
This Prospectus is a part of the Registration Statement, but the Registration
Statement also contains additional information and exhibits not included herein.
-16-
<PAGE>
TeleTech is subject to the informational requirements of the Exchange
Act. Accordingly, we file annual, quarterly and current reports with the
Commission. You can read and copy the Registration Statement and the other
statements and reports that we file with the Commission at the Commission's
public reference rooms at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, 7 World Trade Center, Suite 1300, New York, New York 10048 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can also be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Our filings with the Commission are also available from the
Commission's web site at http://www.sec.gov. Please call the Commission's
toll-free telephone number at 1-800-SEC-0330 if you need further information
about the operation of the Commission's public reference rooms. The Common
Stock is listed on the Nasdaq National Market and our reports can also be
inspected at the offices of the Nasdaq Stock Market, 1735 K Street, N.W.,
Washington, D.C. 20549.
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, 1998;
2. the portions of the Company's Proxy Statement for its 1999
Annual Meeting of Stockholders held on May 13, 1998 that have been
incorporated by reference into the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998;
3. Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1999; and
4. 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.
-17-
<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>
<CAPTION>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . . . . . . . $ 692
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . 2,000*
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . 2,000*
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,308*
------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $6,000*
</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
II-1
<PAGE>
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.
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
II-2
<PAGE>
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) 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.
II-3
<PAGE>
(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.
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
May 13, 1999.
TELETECH HOLDINGS, INC.
(Registrant)
By: /s/ Kenneth D. Tuchman
---------------------------------------------
Kenneth D. Tuchman
CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
II-4
<PAGE>
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, 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.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on May 13, 1999, by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Kenneth D. Tuchman Chairman of the Board, President and Chief Executive Officer
- ----------------------------------- (Principal Executive Officer)
Kenneth D. Tuchman
/s/ Steven B. Coburn Chief Financial Officer (Principal Financial and Accounting
- ----------------------------------- Officer)
Steven B. Coburn
/s/ Rod Dammeyer Director
- -----------------------------------
Rod Dammeyer
/s/ Alan Silverman Director
- -----------------------------------
Alan Silverman
/s/ John McLennan Director
- -----------------------------------
John T. McLennan
/s/ Morton H. Meyerson Director
- -----------------------------------
Morton H. Meyerson
/s/ Dr. George Heilmeier Director
- -----------------------------------
Dr. George H. Heilmeier
</TABLE>
II-5
<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>
II-6
<PAGE>
EXHIBIT 5.1
Neal, Gerber & Eisenberg
Two N. LaSalle Street, Suite 2100
Chicago, Illinois 60602
(312) 269-8000
May 14, 1999
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 410,457 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.
Very truly yours,
/s/ NEAL, GERBER & EISENBERG
<PAGE>
Exhibit 23.1
[Letterhead of Arthur Andersen LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference into this registration statement of our report
dated February 8, 1999 included in TeleTech Holdings, Inc.'s Form 10-K for
the year ended December 31, 1998 and to all references to our Firm included
in this registration statement on Form S-3.
ARTHUR ANDERSEN LLP
Denver, Colorado
May 14, 1999
