<PAGE>
As filed with the Securities and Exchange Commission on December 20, 2000
Registration No. 333-
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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 (I.R.S. Employer Identification No.)
of incorporation or organization)
1700 DENVER STREET, SUITE 1400
DENVER, COLORADO 80203
(Address of Principal Executive Offices) (Zip Code)
1998 EQUITY INCENTIVE PLAN
1996 EQUITY INCENTIVE PLAN
OPTIONS GRANTED UNDER NONSTATUTORY STOCK OPTION AGREEMENTS
(Full title of the plans)
JAMES B. KAUFMAN, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TELETECH HOLDINGS, INC.
1700 LINCOLN STREET, SUITE 1400
DENVER, COLORADO 80203
(303) 894-4000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering price maximum aggregate Amount of
to be registered registered (1) per share (2) offering price (2) registration fee
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE $.01 1,222,403 (3) $0.63 - $21.64 $11,363,317.44 $3,000
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</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this
registration statement covers, in addition to the number of shares of
common stock shown above, an indeterminate number of shares of common
stock that may be issued as a result of anti-dilution provisions
contained in the Plans.
(2) Estimated pursuant to Rule 457(h) under the Securities Act solely for
purposes of calculating the amount of the registration fee. The price
per share and aggregate offering price are based upon the actual
exercise price for shares subject to outstanding stock options
previously granted under Newgen Results Corporation's 1996 Equity
Incentive Plan, 1998 Equity Incentive Plan and nonstatutory stock
option agreements to which Newgen Results Corporation is a party
(collectively the "Plans").
<TABLE>
<CAPTION>
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Type of Shares Number of Offering Price Aggregate
Shares Per Share Offering Price
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock issuable pursuant to outstanding 8,920 $0.63 $5,619.60
options under the 1996 Equity Incentive Plan
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Common Stock issuable pursuant to outstanding 22,756 $0.94 $21,390.64
options under the 1996 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 167,024 $1.13 $188,737.12
options under the 1996 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 148,000 $11.10 $1,642,800
options under the 1996 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
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Common Stock issuable pursuant to outstanding 174,545 $5.63 $982,688.35
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 10,840 $6.56 $71,110.40
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 96,000 $11.10 $1,065,600
options under the 1998 Equity Incentive Plan
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Common Stock issuable pursuant to outstanding 10,000 $11.25 $112,500
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 163,088 $11.56 $1,885,297.28
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 10,000 $12.19 $121,900
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 182,658 $12.98 $2,370,900.84
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 29,000 $13.20 $382,800
options under the 1998 Equity Incentive Plan
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Common Stock issuable pursuant to outstanding 80 $13.60 $1,088
options under the 1998 Equity Incentive Plan
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Common Stock issuable pursuant to outstanding 14,744 $14.14 $208,480.16
options under the 1998 Equity Incentive Plan
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Common Stock issuable pursuant to outstanding 7,200 $14.69 $105,768
options under the 1998 Equity Incentive Plan
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Common Stock issuable pursuant to outstanding 40,000 $15.00 $600,000
options under the 1998 Equity Incentive Plan
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Common Stock issuable pursuant to outstanding 400 $15.16 $6,064
options under the 1998 Equity Incentive Plan
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Common Stock issuable pursuant to outstanding 800 $15.31 $12,248
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 12,000 $15.63 $187,560
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 400 $15.94 $6,376
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 2,000 $17.19 $34,380
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 400 $17.35 $6,940
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 11,911 $18.44 $219,638.84
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 13,809 $18.60 $256,847.40
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 600 $19.06 $11,436
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 160 $19.38 $3,100.80
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 1,600 $19.85 $31,760
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 400 $20.00 $8,000
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 11,359 $20.48 $232,632.32
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 16,909 $21.41 $362,021.69
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 800 $21.64 $17,312
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 64,000 $3.13 $200,320
options issued under nonstatutory stock option
agreements
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</TABLE>
(3) Represents shares of common stock issuable upon exercise of stock
options outstanding as of the date hereof under the Plans, as assumed
by the registrant.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.*
* The documents containing the information specified in Part I will be
sent or given to employees participating in Newgen Results
Corporations' 1998 Equity Incentive Plan, 1996 Equity Incentive Plan
and nonstatutory stock option agreements to which Newgen Results
Corporation is a party as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). According to
the Note to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "SEC") either as part of
this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference pursuant to Item
3 of Part II of this registration statement, taken together, constitute
the prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by TeleTech Holdings,
Inc. (the "Registrant") with the SEC are hereby incorporated herein by
reference:
(a) the Registrant's Annual Report on Form 10-K for its fiscal
year ended December 31, 1999;
(b) the Registrant's Quarterly Reports on Form 10-Q for its fiscal
quarters ended March 31, 2000, June, 30, 2000 and September 30, 2000;
(c) the Registrant's Current Reports on Form 8-K which were filed
with the SEC on August 25, 2000, September 6, 2000 and October 30, 2000; and
(d) the description of the Registrant's common stock contained in
its registration statement on Form 8-A which was filed on July 19, 1996 pursuant
to Section 12 of the Securities Exchange Act of 1934, a amended (the "Exchange
Act").
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of the filing of such documents.
In addition, any statement contained in a document incorporated or
deemed to be incorporated by reference into this registration statement will be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained in this registration statement or any
other subsequently filed document which also is or is deemed to be incorporated
into this registration statement modifies or supersedes that statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. (The common stock is registered under Section 12 of the
Exchange Act.)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware General Corporation 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 General Corporation 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"), 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 for such expenses 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 General Corporation 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 General Corporation 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.
TeleTech's Restated Certificate of Incorporation provides that TeleTech shall
indemnify its directors, officers, employees and agents to the fullest extent
permitted by Delaware General Corporation Law. TeleTech also is authorized to
secure
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<PAGE>
insurance on behalf of any person it is required or permitted to indemnify.
Pursuant to this provision, TeleTech maintains liability insurance for the
benefit of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
5.1* Opinion of Hogan & Hartson L.L.P. with respect
to the legality of the common stock registered
hereby.
23.1* Consent of Arthur Andersen LLP, Independent
Public Accountants, with respect to the
Registrant.
23.2* Consent of Hogan & Hartson L.L.P. (contained
in its opinion filed as Exhibit 5.1).
24.1* Power of Attorney (included on the signature
page to this registration statement).
99.1** 1996 Equity Incentive Plan (the "1996 Plan").
99.2** Form of Stock Option Agreement pursuant to the
1996 Plan.
99.3** 1998 Equity Incentive Plan (the "1998 Plan").
99.4** Form of Stock Option Agreement pursuant to the
1998 Plan.
99.5* Form of Nonstatutory Stock Option Agreement with
Fred Wallace
99.6* Form of Nonstatutory Stock Option Agreement with
Mario Sanchez
----------------------
* Filed herewith.
** Filed as an exhibit to Newgen Results Corporation's
Registration Statement on Form S-1 (No. 333-62703) originally
filed on September 2, 1998, as amended through the date
hereof, and incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The 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 (the "Securities Act");
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(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; and
(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 (a)(1)(i) and (a)(1)(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 with or furnished to the
Commission by the Registrant 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 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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than for 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 Securities
Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant 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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado on December 20, 2000.
TELETECH HOLDINGS, INC.
By: /s/ Scott D. Thompson
-------------------------------
Scott D. Thompson
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Scott D. Thompson and Margot O'Dell, and each of them,
his 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 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 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 December 20, 2000 by the
following persons in the capacities indicated:
SIGNATURE TITLE
--------- -----
/s/ Scott D. Thompson Chief Executive Officer
---------------------------- (Principal Executive Officer)
Scott D. Thompson
/s/ Margot O'Dell Chief Financial Officer
---------------------------- (Principal Financial and Accounting Officer)
Margot O'Dell
/s/ Kenneth D. Tuchman Chairman of the Board
----------------------------
Kenneth D. Tuchman
/s/ James E. Barlett Director
----------------------------
James E. Barlett
/s/ Rod Dammeyer Director
----------------------------
Rod Dammeyer
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<PAGE>
/s/ Dr. George H. Heilmeier Director
----------------------------
Dr. George H. Heilmeier
/s/ Morton H. Meyerson Director
----------------------------
Morton H. Meyerson
/s/ Alan Silverman Director
----------------------------
Alan Silverman
/s/ Scott D. Thompson Director
----------------------------
Scott D. Thompson
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
5.1* Opinion of Hogan & Hartson L.L.P. with respect
to the legality of the common stock registered
hereby.
23.1* Consent of Arthur Andersen LLP, Independent
Public Accountants, with respect to the
Registrant.
23.2* Consent of Hogan & Hartson L.L.P. (contained
in its opinion filed as Exhibit 5.1).
24.1* Power of Attorney (included on the signature
page to this registration statement).
99.1** 1996 Equity Incentive Plan (the "1996 Plan").
99.2** Form of Stock Option Agreement pursuant to the
1996 Plan.
99.3** 1998 Equity Incentive Plan (the "1998 Plan").
99.4** Form of Stock Option Agreement pursuant to the
1998 Plan.
99.5* Form of Nonstatutory Stock Option Agreement
with Fred Wallace
99.6* Form of Nonstatutory Stock Option Agreement
with Mario Sanchez
----------------------
* Filed herewith.
** Filed as an exhibit to Newgen Results Corporation's
Registration Statement on Form S-1 (No. 333-62703) originally
filed on September 2, 1998, as amended through the date hereof,
and incorporated herein by reference.
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