<PAGE>
As filed with the Securities and Exchange Commission on July 7, 1999
Registration No. 333-______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
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. Employee
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)
-------------
TELETECH HOLDINGS, INC. 1999 STOCK OPTION AND INCENTIVE PLAN
------------------------------------------------------------
(Full title of the plan)
Kenneth D. Tuchman
Chairman and Chief Executive Officer
TeleTech Holdings, Inc.
1700 Lincoln Street, Suite 1400
Denver, Colorado
(303) 894-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Proposed Maximum Aggregate Amount of
Title of Securities to be Registered Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, par value $.01 per share $47,050,000(1) $13,080
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, on the basis of the average high and low prices of the Company's
Common Stock as reported on the Nasdaq National Market on June 29, 1999.
Does not reflect an indeterminate number of shares that may be issued as
a result of anti-dilution provisions contained in the Plan, which shares
shall be covered by this registration statement.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents that heretofore have been filed by TeleTech
Holdings, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference into this
registration statement:
1. Annual Report of Form 10-K for the fiscal year ended December 31,
1998, filed March 30, 1999;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999,
filed May 13, 1999; and
3. 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 registrant pursuant to Sections 13, 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this registration statement and before the registrant
files a post-effective amendment indicating that all shares of Common Stock
being offered hereby have been sold or that deregisters all shares of Common
Stock then remaining unsold shall be deemed incorporated by reference herein and
to be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed document
that is incorporated herein by reference modifies or supersedes such earlier
incorporated statement.
ITEM 4. DESCRIPTION OF SECURITIES
See Item 3(3).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters relating to the Common Stock being registered
hereby will be passed upon for the Company by Neal, Gerber & Eisenberg,
Chicago, Illinois. Certain partners of Neal, Gerber & Eisenberg own shares of
Common Stock.
ITEM 6. 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
<PAGE>
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.
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 provides that the
Company shall indemnify its directors, officers, employees and agents to the
fullest extent permitted by Delaware law. The Company also is authorized to
secure insurance on behalf of any person it is
<PAGE>
required or permitted to indemnify. Pursuant to this provision, the Company
maintains liability insurance for the benefit of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO DESCRIPTION
- ------- -----------
<S> <C>
4.1 TeleTech Holdings, Inc. 1999 Stock Option and Incentive Plan
5.1 Opinion of Neal, Gerber & Eisenberg
23.1 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1 to
this Registration Statement)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included in the signature page of this
registration statement)
</TABLE>
ITEM 9. UNDERTAKINGS.
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, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a twenty percent (20%) change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this registration
statement;
provided, however, that paragraphs 1(i) and 1(ii) above do not apply if the
registration statement
<PAGE>
is on Form S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement;
2. that, for the purpose of determining any liability under the Securities
Act, each post-effective amendment to this 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;
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; and
4. that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Sections 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant, TeleTech Holdings, Inc., certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Denver, State of Colorado, on July 7, 1999.
TELETECH HOLDINGS, INC.
By: /s/ Kenneth D. Tuchman
------------------------------------
Kenneth D. Tuchman,
Chairman of the Board of Directors
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kenneth D. Tuchman and Steven B. Coburn, and each
of them, his/her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority), for us and in our names in the capacities indicated below, this
registration statement on Form S-8 (including all amendments thereto) with all
exhibits and any and all documents required to be filed with respect thereto,
granting unto said attorneys-in-fact and agents and each of them, full power and
authority to do and to perform each and every act and thing necessary and/or
desirable to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as he himself/she herself might or could do
if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT ON FORM S-8 HAS BEEN SIGNED ON JULY 7, 1999 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -------
<S> <C>
/s/ Kenneth D. Tuchman Chairman of the Board and
- ---------------------------- Chief Executive Officer
Kenneth D. Tuchman (Principal Executive Officer)
/s/ Steven B. Coburn Chief Financial Officer
- ----------------------------- (Principal Financial and Accounting Officer)
Steven B. Coburn
/s/ Rod Dammeyer Director
- -----------------------------
Rod Dammeyer
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
/s/ Alan Silverman Director
- -----------------------------
Alan Silverman
/s/ John T. Mclennan Director
- -----------------------------
John T. McLennan
/s/ Morton H. Meyerson Director
- -----------------------------
Morton H. Meyerson
/s/ Dr. George Heilmeier Director
- -----------------------------
Dr. George H. Heilmeier
</TABLE>
<PAGE>
EXHIBIT 4.1
TELETECH HOLDINGS, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
1. PREAMBLE.
TeleTech Holdings, Inc., a Delaware corporation (the "COMPANY"), hereby
establishes the TeleTech Holdings, Inc. 1999 Stock Option and Incentive Plan
(the "PLAN") as a means whereby the Company may, through awards of (i) incentive
stock options within the meaning of section 422 of the Code (as herein defined),
(ii) stock appreciation rights, (iii) non-qualified stock options, (iv)
restricted stock, and (v) phantom stock:
(a) provide employees of the Company and its subsidiaries with
additional incentive to promote the success of the Company's and its
subsidiaries' businesses and encourage such employees to remain in the
employ of the Company and its subsidiaries;
(b) provide incentive for potential employees to accept
employment with the Company; and
(c) provide directors of the Company who are not otherwise
employees of the Company, and consultants and other independent
contractors who provide services to the Company, with additional
incentive to promote the success of the Company's business.
The provisions of this Plan do not apply to or affect any option, stock
appreciation right, or stock heretofore or hereafter granted under any other
stock plan of the Company or any subsidiary, and all such options, stock
appreciation right or stock continue to be governed by and subject to the
applicable provisions of the plan or agreement under which they were granted.
2. DEFINITIONS.
2.01 "BOARD" or "BOARD OF DIRECTORS" means the board of directors
of the Company.
2.02 "CAUSE" means, as determined in the sole discretion of the
Board, a Participant's (a) commission of a felony or the commission of any
crime involving moral turpitude, theft, embezzlement, fraud, misappropriation
of funds, breach of
<PAGE>
fiduciary duty, abuse of trust or the violation of any other law or ethical
rule relating to the Company; (b) material or repeated dishonesty or
misrepresentation involving the Company or any Subsidiary; (c) material or
repeated misconduct in the performance or non-performance of Participant's
responsibilities as an employee, officer, Director, consultant or independent
contractor; (d) violation of a material condition of employment; (e)
unauthorized use of trade secrets or confidential information (or the
Company's reasonable belief that a Participant has or has attempted to do
so); or (f) aiding a competitor of the Company or any Subsidiary.
2.03 "CODE" means the Internal Revenue Code of 1986, as it
exists now and as it may be amended from time to time.
2.04 "COMMITTEE" means the committee comprised of two or more
Directors appointed by the Board to administer the Plan.
2.05 "COMMON STOCK" means the common stock of the Company, $.01
par value per share.
2.06 "COMPANY" means TeleTech Holdings, Inc., a Delaware corporation,
and any successor thereto.
2.07 "DIRECTOR" means a member of the Board.
2.08 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
it exists now or from time to time may hereafter be amended.
2.09 "FAIR MARKET VALUE" means for the relevant day:
(a) If shares of Common Stock are listed or admitted to unlisted
trading privileges on any national or regional securities exchange, the
last reported sale price, regular way, on the composite tape of that
exchange on the day Fair Market Value is to be determined;
(b) If the Common Stock is not listed or admitted to
unlisted trading privileges as provided in paragraph (a), and if sales
prices for shares of Common Stock are reported by the National
Association of Securities Dealers, Inc. Automated Quotations, Inc.
National Market System ("NASDAQ SYSTEM"), then the last sale price for
Common Stock reported as of the close of business on the day Fair
Market Value is to be determined, or if no such sale takes place on
that day, the average of the high bid and low asked prices so reported
and, if Common Stock is not traded on that day, the next preceding day
on which such stock was traded; or
(c) If trading of the Common Stock is not reported by the Nasdaq
System or on a stock exchange, Fair Market Value will be determined by
the Committee in its discretion based upon the best available data.
<PAGE>
2.10 "ISO" means incentive stock options within the meaning of
Section 422 of the Code.
2.11 "NAKED SAR" means a SAR issued not in connection with an ISO
or NSO.
2.12 "NSO" means non-qualified stock options, which are not
intended to qualify under Section 422 of the Code.
2.13 "OPTION" means the right of a Participant, whether granted as
an ISO or an NSO, to purchase a specified number of shares of Common Stock,
subject to the terms and conditions of the Plan.
2.14 "OPTION DATE" means the date upon which an Option, SAR,
Restricted Stock or Phantom Stock is awarded to a Participant under the Plan.
2.15 "OPTION PRICE" means the price per share at which an Option
may be exercised.
2.16 "PARTICIPANT" means an individual to whom an Option, SAR,
Phantom Stock or Restricted Stock has been granted under the Plan.
2.17 "PHANTOM STOCK" means a hypothetical share of Common Stock
issued as phantom stock under the Plan.
2.18 "PLAN" means the 1999 TeleTech Holdings, Inc. Stock Option and
Incentive Plan, as set forth herein and as from time to time amended.
2.19 "RESTRICTED STOCK" means Common Stock awarded to a Participant
pursuant to this Plan and subject to the restrictions contained in Section 9.
2.20 "SAR" means a stock appreciation right. A SAR may be a Naked
SAR or a Tandem SAR.
2.21 "SECURITIES ACT" means the Securities Act of 1933, as it
exists now or from time to time may hereinafter be amended.
2.22 "SUBSIDIARY" means any corporation or other entity of which
the majority voting power or equity interest is owned directly or indirectly by
the Company.
2.23 "TANDEM SAR" means a SAR associated with and issued in
connection with an ISO or NSO.
2.24 RULES OF CONSTRUCTION.
<PAGE>
(a) GOVERNING LAW. The construction and operation of this
Plan are governed by the laws of the State of Delaware.
(b) UNDEFINED TERMS. Unless the context requires another
meaning, any term not specifically defined in this Plan has the meaning
given to it by the Code.
(c) HEADINGS. All headings in this Plan are for reference
only and are not to be utilized in construing the Plan.
(d) GENDER. Unless clearly appropriate, all nouns of
whatever gender refer indifferently to persons of any gender.
(e) SINGULAR AND PLURAL. Unless clearly inappropriate,
singular terms refer also to the plural and VICE VERSA.
(f) SEVERABILITY. If any provision of this Plan is
determined to be illegal or invalid for any reason, the remaining
provisions shall continue in full force and effect and shall be
construed and enforced as if the illegal or invalid provision did not
exist, unless the continuance of the Plan in such circumstances is not
consistent with its purposes.
(g) TERMINATION OF EMPLOYMENT. For all purposes of this
Plan, an employee will have terminated employment with the Company when
the employee's employment relationship with the Company and all of its
subsidiaries is terminated. Additionally, for all purposes of the Plan,
(i) a consultant's or independent contractor's "employment with the
Company" shall be considered terminated upon the termination of any
consulting or independent contractor agreement, or when the consultant
or independent contractor no longer performs any services for the
Company, and (ii) a non-employee Director's "employment with the
Company" shall be considered terminated at the time such Director
ceases to serve on the Board.
3. STOCK SUBJECT TO THE PLAN.
Except as otherwise provided in Section 13, the aggregate number of
shares of Common Stock that may be issued under Options or as Restricted Stock
under this Plan may not exceed 5,000,000 shares of Common Stock. Reserved shares
may be either authorized but unissued shares or treasury shares, in the Board's
discretion. If any awards hereunder shall terminate or expire, as to any number
of shares, new Options, and Restricted Stock may thereafter be awarded with
respect to such shares. Except as otherwise provided in Section 13, no
Participant may be granted awards under the Plan in any calendar year in respect
of more than 300,000 shares of Common Stock.
<PAGE>
4. ADMINISTRATION.
The Plan shall be administered by the Committee. In addition to any
other powers set forth in this Plan, the Committee has the exclusive authority:
(a) to construe and interpret the Plan, and to remedy any
ambiguities or inconsistencies therein;
(b) to establish, amend and rescind appropriate rules and
regulations relating to the Plan;
(c) subject to the express provisions of the Plan, to
determine the individuals who will receive awards of Options,
Restricted Stock, Phantom Stock and/or SARs, the times when they will
receive them, the number of shares to be subject to each award and the
Option Price, payment terms, payment method, and expiration date
applicable to each award;
(d) to contest on behalf of the Company or Participants, at
the expense of the Company, any ruling or decision on any matter
relating to the Plan or to any awards of ISOs, NSOs, Restricted Stock,
Phantom Stock and/or SARs;
(e) generally, to administer the Plan, and to take all such
steps and make all such determinations in connection with the Plan and
the awards of ISOs, NSOs, Restricted Stock, Phantom Stock and/or SARs
granted thereunder as it may deem necessary or advisable;
(f) to determine the form in which payment of a SAR or a
Phantom Stock award granted hereunder will be made (i.e., cash, Common
Stock or a combination thereof) or to approve a participant's election
to receive cash in whole or in part in settlement of the SAR or Phantom
Stock award;
(g) to determine the form in which tax withholding under Section
16 of this Plan will be made; and
(h) to amend the Plan or any Option, Restricted Stock,
Phantom Stock or SAR granted or awarded hereunder as may be necessary
in order for any business combination involving the Company to qualify
for pooling-of-interest treatment under APB No. 16.
5. ELIGIBLE PARTICIPANTS.
Subject to the provisions of the Plan, the Committee shall determine
from time to time (a) those employees, officers, Directors, consultants and
independent contractors of the Company or a Subsidiary, and non-employees and
non-officers to whom the Company or any Subsidiary has extended an offer of
employment, who shall be designated as Participants, and (b) the number of
Options, SARs, Restricted Stock, and Phantom Stock, or any combination
<PAGE>
thereof, to be awarded to each such Participant; PROVIDED, HOWEVER, that no
ISOs or Tandem SARs granted with respect to ISOs shall be awarded under the
Plan more than ten years after the date this Plan is adopted by the Board. In
addition, no ISOs may be awarded to a Participant who is not an employee of
the Company or a Subsidiary.
6. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS.
The Committee, in its discretion, may grant ISOs to any Participant
under the Plan; PROVIDED, HOWEVER, that no ISOs may be granted to a Director or
other Participant who is not an employee of the Company or a Subsidiary. Each
ISO shall be evidenced by an agreement between the Company and the Participant
in a form approved by the Committee. Unless the Committee, in its discretion,
determines otherwise, each ISO agreement shall be subject to the following terms
and conditions and to such other terms and conditions as the Committee may deem
appropriate;
(a) OPTION PERIOD. Each ISO will expire as of the earliest of:
(i) the date on which it is forfeited under the provisions
of Section 12;
(ii) 10 years (or five years as specified in Section 6(e))
from the Option Date;
(iii) three months after the Participant's termination of
employment with the Company for any reason other than
death; or
(iv) six months after the Participant's death.
(b) OPTION PRICE. Subject to the provisions of Section 6(e),
the Option Price per share shall be determined by the Committee at the
time any ISO is granted, and shall not be less than the Fair Market
Value of the Common Stock subject to the ISO on the Option Date.
(c) OTHER OPTION PROVISIONS. The form of ISO authorized by the
Plan may contain such other provisions as the Committee may, from time
to time, determine; PROVIDED, HOWEVER, that such other provisions may
not be inconsistent with any requirements imposed on qualified stock
options under Section 422 of the Code.
(d) LIMITATIONS ON AWARDS. The aggregate Fair Market Value,
determined as of the Option Date, of Common Stock with respect to which
ISOs are exercisable by a Participant for the first time during any
calendar year under all ISO plans of the Company and any Subsidiary
shall not exceed $100,000.
<PAGE>
(e) AWARDS TO CERTAIN STOCKHOLDERS. Notwithstanding Sections
6(a) and 6(b) hereof, if an ISO is granted to a Participant who owns
stock representing more than 10% of the voting power of all classes of
stock of the Company or a Subsidiary (as determined under the Code),
the exercise period specified in the ISO agreement for which the ISO
thereunder is granted shall not exceed five years from the Option Date
and the Option Price shall be at least 110% of the Fair Market Value
(as of the Option Date) of the Common Stock subject to the ISO.
7. TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTION.
The Committee, in its discretion, may grant NSOs to any Participant
under the Plan. Each NSO shall be evidenced by an agreement between the Company
and the Participant in a form approved by the Committee. Unless the Committee,
in its discretion, determines otherwise, each NSO agreement shall be subject to
the following terms and conditions and to such other terms and conditions as the
Committee may deem appropriate:
(a) OPTION PERIOD. Each NSO will expire as of the earliest of:
(i) the date on which it is forfeited under the provisions of
Section 12;
(ii) the date three months after the Participant's
termination of employment with the Company for any
reason other than death; or
(iii) the date six months after the Participant's death.
(b) OPTION PRICE. At the time when the NSO is granted, the
Committee will fix the Option Price. The Option Price may be greater
than, less than, or equal to Fair Market Value on the Option Date, as
determined in the sole discretion of the Committee.
(c) OTHER OPTION PROVISIONS. The form of NSO authorized by the
Plan may contain such other provisions as the Committee may from time
to time determine.
8. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.
The Committee may, in its discretion, grant a SAR to any Participant
under the Plan. Each SAR shall be evidenced by an agreement between the Company
and the Participant, in a form approved by the Committee, and may be a Naked SAR
or a Tandem SAR. Unless the Committee, in its discretion, determines otherwise,
each SAR awarded to Participants under the Plan shall be subject to the
following terms and conditions and to such other terms and conditions as the
Committee may deem appropriate:
<PAGE>
(a) TANDEM SARS. Tandem SARs shall terminate on the same date
as the related ISO or NSO. A Tandem SAR shall be exercisable only if
the Fair Market Value of a share of Common Stock on the date of
surrender exceeds the Option Price for the related Option, and then
shall be exercisable to the extent, and only to the extent, that the
related Option is exercisable. A Tandem SAR shall entitle the
Participant to whom it is granted the right to elect, so long as such
Tandem SAR is exercisable and subject to such limitations as the
Committee shall have imposed, to surrender any then exercisable portion
of his related Option, in whole or in part, and receive from the
Company in exchange, without any payment of cash (except for applicable
employee withholding taxes), that number of shares of Common Stock
having an aggregate Fair Market Value on the date of surrender equal to
the product of (i) the excess of the Fair Market Value of a share of
Common Stock on the date of surrender over the per share Option Price,
and (ii) the number of shares of Common Stock subject to such Option or
portion thereof which is surrendered. Any Option or portion thereof
which is surrendered shall no longer be exercisable. The Committee, in
its sole discretion, may allow the Company to settle all or part of the
Company's obligation arising out of the exercise of a Tandem SAR by the
payment of cash equal to the aggregate Fair Market Value of the shares
of Common Stock which the Company would otherwise be obligated to
deliver.
(b) NAKED SARS. Naked SARs shall terminate as provided in the
Participant's SAR agreement. The Committee may at the time of granting
any Naked SAR add such conditions and limitations to the Naked SAR as
it shall deem advisable, including but not limited to, limitations on
the period within which the Naked SAR shall be exercisable and the
maximum amount of appreciation to be recognized with regard to such
Naked SAR.
(c) OTHER CONDITIONS. If a Participant is subject to Section
16(a) and Section 16(b) of the Exchange Act, the Committee may at any
time add such additional conditions and limitations to such SAR which
the Committee, in its discretion, deems necessary or desirable in order
to comply with Section 16(a) or Section 16(b) of the Exchange Act and
the rules and regulations issued thereunder, or in order to obtain any
exemption therefrom.
9. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.
The Committee, in its discretion, may grant Restricted Stock to any
Participant under the Plan. Each grant of Restricted Stock shall be evidenced by
an agreement between the Company and the Participant in a form approved by the
Committee. Unless the Committee, in its discretion, determines otherwise, all
shares of Common Stock awarded to Participants under the Plan as Restricted
Stock shall be subject to the following terms and conditions and to such other
terms and conditions as the Committee may deem appropriate:
(a) RESTRICTED PERIOD. Shares of Restricted Stock awarded to
Participants may not be sold, transferred, pledged or otherwise
encumbered before they vest.
<PAGE>
Subject to the provisions of subparagraphs (b) and (c) below and any
other restrictions imposed by law, certificates evidencing shares of
Restricted Stock that vest will be transferred to the Participant
or, in the event of his death, to the beneficiary or beneficiaries
designated by writing filed by the Participant with the Committee
for such purpose or, if none, to his estate.
(b) FORFEITURES. A Participant shall forfeit all unpaid
accumulated dividends and all shares of Restricted Stock which have not
vested prior to the date that his employment with the Company is
terminated for any reason.
(c) CERTIFICATES DEPOSITED WITH COMPANY. Each certificate
issued in respect of shares of Restricted Stock awarded under the Plan
shall be registered in the name of the Participant and deposited with
the Company. Each such certificate shall bear the following (or a
similar) legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) relating to Restricted Stock
contained in the TeleTech Holdings, Inc. 1999 Stock Option and
Incentive Plan and an agreement entered into between the
registered owner and TeleTech Holdings, Inc. Copies of such
Plan and agreement are on file at the principal office of
TeleTech Holdings, Inc."
(d) STOCKHOLDER RIGHTS. Subject to the foregoing restrictions,
each Participant shall have all the rights of a stockholder with
respect to his shares of Restricted Stock including, but not limited
to, the right to vote such shares.
(e) DIVIDENDS. On each Common Stock dividend payment date,
each Participant shall receive an amount equal to the dividend paid on
that date on a share of Common Stock, multiplied by his number of
shares of Restricted Stock.
10. TERMS AND CONDITIONS OF PHANTOM STOCK.
The Committee may, in its discretion, award Phantom Stock to any
Participant under the Plan. Each award of Phantom Stock shall be evidenced by an
agreement between the Company and the Participant. The Committee may at the time
of awarding any Phantom Stock add such additional conditions and limitations to
the Phantom Stock as it shall deem advisable, including, but not limited to, the
right for Participants to receive dividends equivalent to those paid on Common
Stock, limitations on the period or periods within which the Phantom Stock may
be surrendered, and the maximum amount of appreciation to be recognized with
regard to such Phantom Stock. An award of Phantom Stock shall entitle the
Participant to whom it is awarded the right to elect, so long as such Phantom
Stock is vested and subject to such limitations as the Committee shall have
imposed, to surrender any then vested portion of the Phantom Stock, in whole or
in part, and receive from the Company in
<PAGE>
exchange therefor the Fair Market Value on the date of surrender of the
Common Stock to which the surrendered Phantom Stock relates in cash or in
shares of Common Stock as the Committee may determine. If a Participant is
subject to Section 16(a) and Section 16(b) of the Exchange Act, the Committee
may at any time add such additional conditions and limitations to such
Phantom Stock which, in its discretion, the Committee deems necessary or
desirable in order to comply with Section 16(a) or Section 16(b) of the
Exchange Act and the rules and regulations promulgated thereunder, or in
order to obtain any exemption therefrom.
11. MANNER OF EXERCISE OF OPTIONS.
To exercise an Option in whole or in part, a Participant, any
permitted transferee of a Participant or, after a Participant's death, a
Participant's executor or administrator, must give written notice to the
Committee, stating the number of shares to which he intends to exercise the
Option. The Company will issue the shares with respect to which the Option is
exercised upon payment in full of the Option Price. The Option Price may be
paid (i) in cash, (ii) in shares of Common Stock having an aggregate Fair
Market Value, as determined on the date of delivery, equal to the Option
Price, or (iii) by delivery of irrevocable instructions to a broker to
promptly deliver to the Company the amount of sale or loan proceeds necessary
to pay for all Common Stock acquired through such exercise and any tax
withholding obligations resulting from such exercise. The Option Price may be
paid in shares of Common Stock which were received by the Participant upon
the exercise of one or more Options. The Option Price may be paid in shares
of Common Stock which were received by the Participant as an award of
Restricted Stock under the Plan. The Option Price may be paid by surrender of
Tandem SARs equal to the Option Price.
12. VESTING.
(a) A Participant may not exercise an Option, surrender a SAR or
Phantom Stock or transfer, pledge or dispose of any Restricted Stock until it
has become vested. The portion of an Option, SAR or Phantom Stock award or
Restricted Stock that is vested depends upon the period that has elapsed
since the Option Date. Unless the Committee establishes a different vesting
schedule at the time an Option is granted or the Restricted Stock, SAR or
Phantom Stock is awarded, all Options granted under this Plan, Restricted
Stock, SARs and Phantom Stock awarded under this Plan shall vest according to
the following schedule:
<TABLE>
<CAPTION>
CUMULATIVE
PERIOD ELAPSED VESTED PERCENTAGE
---------------------------------- ------------------
<S> <C>
First Anniversary of Option Date 20%
Second Anniversary of Option Date 40%
Third Anniversary of Option Date 60%
Fourth Anniversary of Option Date 80%
Fifth Anniversary of Option Date 100%
</TABLE>
<PAGE>
Except as provided below, if a Participant's employment with the Company or
its Subsidiaries is terminated, for any reason, such Participant
automatically forfeits any Options, Restricted Stock, SARs and/or Phantom
Stock that are not yet vested. A transfer of employment from the Company to a
Subsidiary or affiliate, or VICE VERSA, is not a termination of employment
for purposes of this Plan. Unless the Committee in its sole discretion
specifically waives the application of this sentence, then notwithstanding
the vesting schedule contained herein or in the Participant's agreement, if
the Participant's employment, or if a Director, his membership on the Board,
is terminated for Cause, all Options, SARs, Restricted Stock and/or Phantom
Stock granted or awarded to the Participant will be immediately cancelled and
forfeited by the Participant upon delivery to him of notice of such
termination.
(b) If it determines that special circumstances exist, the Committee,
in its sole discretion, may accelerate the time in which an award under the Plan
vests, even if, under its existing terms, such award would not then be
exercisable.
13. ADJUSTMENTS TO REFLECT CHANGES IN CAPITAL STRUCTURE.
If there is any change in the corporate structure or shares of the
Company, the Board of Directors may, in its discretion, make any adjustments
necessary to prevent accretion, or to protect against dilution, in the number
and kind of shares authorized by the Plan and, with respect to outstanding
Options, Restricted Stock, Phantom Stock and/or SARs, in the number and kind of
shares covered thereby and in the applicable Option Price; PROVIDED, HOWEVER, no
adjustment will be made for the issuance of preferred stock or the conversion of
convertible preferred stock. For the purpose of this Section 13, a change in the
corporate structure or shares of the Company includes, without limitation, any
change resulting from a recapitalization, stock split, stock dividend,
consolidation, rights offering, spin-off, reorganization, or liquidation and any
transaction in which shares of Common Stock are changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or another corporation.
14. NON-TRANSFERABILITY OF OPTIONS, SARS AND PHANTOM STOCK.
The Options and SARs granted or Phantom Stock awarded under the Plan
are not transferable, voluntarily or involuntarily, other than by will or the
laws of descent and distribution, or to the extent permissible under Section 422
of the Code, pursuant to a qualified domestic relations order as defined in
Section 414(p) of the Code; PROVIDED, HOWEVER, that the Compensation Committee,
in its discretion, may permit Options to be transferrable by a Participant to
members of such Participant's immediate family or to family trusts, partnerships
and other entities comprised solely of the Participant or members of the
Participant's immediate family.
15. RIGHTS AS STOCKHOLDER.
No Common Stock may be delivered upon the exercise of any Option until
full
<PAGE>
payment of the Option Price has been made and all income tax withholding
requirements thereon have been satisfied. A Participant has no rights
whatsoever as a stockholder with respect to any shares covered by an Option
until the date of the issuance of a stock certificate for the shares. A
Participant who has been granted SARs or Phantom Stock shall have no rights
whatsoever as a stockholder with respect to such SARs or Phantom Stock.
16. WITHHOLDING TAX.
The Company shall have the right to withhold or to require a
Participant to remit to the Company, in cash or shares of Common Stock, with
respect to any payments made to Participants under the Plan, any taxes
required by law to be withheld because of such payments. Subject to the
consent of the Committee with respect to (a) the exercise of an NSO, (b) the
lapse of restrictions on Restricted Stock, (c) a "disqualifying disposition"
of an ISO, as determined pursuant to the Code, or (d) the issuance of any
other stock award under the Plan, a Participant may make an irrevocable
election (an "ELECTION") to (i) have shares of Common Stock otherwise
issuable withheld, or (ii) tender back to the Company shares of Common Stock
received pursuant to (a), (b), or (d), or (iii) deliver back to the Company
pursuant to (a), (b), or (d) previously acquired shares of Common Stock
having a Fair Market Value sufficient to satisfy all or part of the
Participant's estimated tax obligations. Such Election must be made by a
Participant prior to the date on which the relevant tax obligation arises.
The Committee may disapprove of any Election, may suspend or terminate the
right to make Elections, or may provide with respect to any award under this
Plan that the right to make Elections shall not apply to such award.
17. NO RIGHT TO EMPLOYMENT.
Participation in the Plan will not give any Participant a right to
be retained as an employee of the Company or any subsidiary, or any right or
claim to any benefit under the Plan, unless the right or claim has
specifically accrued under the Plan.
18. AMENDMENT OF THE PLAN.
The Committee may from time to time amend or revise the terms of
this Plan in whole or in part and may without limitation, adopt any amendment
deemed necessary, subject only to applicable laws, regulations and the rules
and regulations of the Nasdaq Stock Exchange or any national stock exchange
upon which the Common Stock may be listed; PROVIDED, HOWEVER, that (a) except
as provided in Section 4(h), no change in any award previously granted to a
Participant may be made that would impair the rights of the Participant
without the Participant's consent, or (b) no amendment may extend the period
during which a Participant may exercise an ISO beyond the period set forth in
Section 6(a)(ii) or 6(e). Approval of the Company's stockholders to any
amendment under part (c)(i) shall require a favorable vote by the majority of
the shares of the Company's Common Stock and preferred stock voting
separately as a class, and to all other amendments requiring stockholder
approval shall require a vote of the majority of the shares of the Company's
Common Stock and preferred stock
<PAGE>
voting together as one class, present in person or by proxy at a duly held
stockholders meeting or by written consent. All amendments shall be in
writing and consented to by a majority of the members of the Committee.
19. CONDITIONS UPON ISSUANCE OF SHARES.
An Option shall not be exercisable, a share of Common Stock shall not
be issued pursuant to the exercise of an Option, and Restricted Stock shall not
be awarded until such time as the Plan has been approved by the Stockholders of
the Company and unless the award of Restricted Stock, exercise of such Option
and the issuance and delivery of such share pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act, the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares of Common stock may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Common Stock is being
purchased only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of
law.
20. EFFECTIVE DATE AND TERMINATION OF PLAN.
(a) EFFECTIVE DATE. This Plan is effective as of the later of the date
of its adoption by the Board or, if approval of the Company's stockholders is
sought, the date the Plan is approved by the stockholders of the Company.
(b) TERMINATION OF THE PLAN. The Committee may terminate the Plan at
any time with respect to any shares that are not then subject to Options or
Restricted Stock. Termination of the Plan will not affect the rights and
obligations of any Participant with respect to Options, SARs, Phantom Stock or
Restricted Stock awarded before termination.
<PAGE>
EXHIBIT 5.1
Neal, Gerber & Eisenberg
Two N. LaSalle Street, Suite 2200
Chicago, Illinois 60602
(312) 269-8000
July 7, 1999
TeleTech Holdings, Inc.
1700 Lincoln Street, Suite 1400
Denver, Colorado 80203
Re: TELETECH HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We are counsel to TeleTech Holdings, Inc., a Delaware corporation (the
"Company"), and, in such capacity, we have assisted in the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), of the Company's Registration Statement
on Form S-8 (the "Registration Statement") relating to the Company's offer and
sale, pursuant to the TeleTech Holdings, Inc. 1999 Stock Option and Incentive
Plan (the "Plan"), of up to an aggregate of 5,000,000 shares of the common
stock, $.01 par value per share ("Common Stock"), of the Company (the "Shares").
As such counsel, we have examined the Plan, the Registration Statement
(including all exhibits thereto) and such other papers, documents and
certificates of public officials and certificates of officers of the Company as
we have deemed necessary and appropriate as the basis for the opinions
hereinafter expressed. In such examinations, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals and the conformity to
<PAGE>
TeleTech Holdings, Inc.
July 7, 1999
Page 2
original documents of all documents submitted to us as conformed or
photostatic copies. As to any facts material to this opinion, we have relied
upon statements and representations of the Company, its officers and its
other representatives, and public officials and we have not made any
independent investigation of the applicable facts.
We are members of the Bar of the State of Illinois and we express no
opinion herein concerning any laws other than the General Corporation Law of the
State of Delaware and the federal laws of the United States of America.
Based upon the foregoing, and subject to the limitations, qualifications,
exceptions, and assumptions set forth herein, we are of the opinion that when
(i) the Registration Statement shall have become effective under the Securities
Act, and (ii) Shares shall have been issued and delivered by the Company against
payment of consideration therefor in accordance with the terms of the Plan and
the agreement between the Company and the recipient of each Plan award that
governs such award, the Shares will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm therein under Item 5.
"Interests of Named Experts and Counsel."
Please be advised that certain partners of our firm and attorneys
associated with our firm beneficially own shares of Common Stock.
Very truly yours,
/s/ Neal, Gerber & Eisenberg
<PAGE>
Exhibit 23.2
[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-8.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
July 7, 1999
