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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 2000
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
TELETECH HOLDINGS, INC. AMENDED AND RESTATED 1999 STOCK OPTION AND
INCENTIVE PLAN
(Full title of the plans)
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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, including zip code, and telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed maximum Proposed Maximum Aggregate Amount of
to be Registered registered (1) Offering price per share (2) Offering Price (2) Registration Fee (3)
----------------------- --------------- --------------------------- -------------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, par value 5,200,000 $ 24.15625 $ 125,612,500 $ 33,161.70
$.01 per share
</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 that may be issued as a
result of anti-dilution provisions contained in the Plans.
(2) 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.
(3) The registration fee, $33,161.70, has been calculated as follows: 0.000264
of $24.15625 (the average of the high and low sales prices of the Company's
Common Stock as reported on the Nasdaq National Market on September 28,
2000) multiplied by 5,200,000 shares of Common Stock being registered
hereby.
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EXPLANATORY NOTE
Pursuant to Instruction E of Form S-8, this Registration Statement
registers (i) an additional 200,000 shares of Common Stock, $.01 par value
per share ("Common Stock"), of TeleTech Holdings, Inc. ("TeleTech" or the
"Company"), issuable under the the Company's Amended and Restated Employee
Stock Purchase Plan (the "ESPP"); and (ii) 5,000,000 additional shares of
Common Stock under the Company's Amended and Restated 1999 Stock Option and
Incentive Plan (the "1999 Plan"). On December 10, 1996, the Company filed
Registration Statement No. 333-17569 with the Securities and Exchange
Commission ("SEC") to register 200,000 shares under the ESPP, and on July 7,
1999, the Company filed Registration Statement No. 333-82405 with the SEC to
register 5,000,000 shares under the 1999 Plan. We incorporate the contents of
Registration Statement Nos. 333-17569 and 333-82405 by reference to the
extent not amended hereby.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the ESPP and
1999 Plan required by Item 1 of Form S-8 and the statement of availability of
registrant information, ESPP and 1999 Plan information and other information
required by Item 2 of Form S-8 will be sent or given to employees as
specified by Rule 428. In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the SEC either as
part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents
incorporated by reference in the registration statement pursuant to Item 3 of
Part II of this Form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933. We will maintain
a file of such documents in accordance with the provisions of Rule 428. Upon
request, we will furnish the SEC or its staff with a copy or copies of any or
all documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" certain information that
we file with the SEC. Information incorporated by reference is considered a
part of this registration statement, and later information filed with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered 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 part hereof from the date of filing of such documents. We incorporate by
reference the documents listed below and any future filings made pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act.
1. Our annual report on Form 10-K for the year ended December 31, 1999;
2. Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000 and June 30, 2000;
3. Our current reports on Form 8-K filed on August 25, 2000, and
September 6, 2000; and
4. The description of our Common Stock contained in our Registration
Statement on Form 8-A which was filed on July 19, 1996 pursuant to
Section 12 of the Exchange Act.
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. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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.
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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 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.
The registrant maintains liability insurance for the benefit of its
directors and officers.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C>
5.1 Opinion of James B. Kaufman regarding the legality of the Common Stock
being registered.
23.1 Consent of James B. Kaufman (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
99.1 TeleTech Holdings, Inc. Amended and Restated Employee Stock Purchase Plan
99.2 TeleTech Holdings, Inc. Amended and Restated 1999 Stock Option and Incentive Plan
</TABLE>
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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");
(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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SIGNATURES
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 October 2, 2000.
TELETECH HOLDINGS, INC.
By: /s/ James B. Kaufman
--------------------------
James B. Kaufman
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed on October 2, 2000 by
the following persons in the capacities indicated:
Signature Title
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PRINCIPAL EXECUTIVE OFFICER
/s/ Scott D. Thompson Chief Executive Officer and President
-----------------------------
Scott D. Thompson
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER
/s/ Michael E. Foss Chief Financial Officer and President TeleTech
----------------------------- Companies Group
Michael E. Foss
DIRECTORS
/s/ Kenneth D. Tuchman Chairman of the Board
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Kenneth D. Tuchman
/s/ James E. Barlett
-----------------------------
James E. Barlett
/s/ Rod Dammeyer
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Rod Dammeyer
/s/ George Heilmeier
-----------------------------
George Heilmeier
-----------------------------
Morton H. Meyerson
/s/ Alan Silverman
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Alan Silverman
/s/ Scott D. Thompson
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Scott D. Thompson
Dated: October 2, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
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<S> <C>
5.1 Opinion of James B. Kaufman regarding the legality of the Common Stock
being registered.
23.1 Consent of James B. Kaufman (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
99.1 TeleTech Holdings, Inc. Amended and Restated Employee Stock Purchase Plan
99.2 TeleTech Holdings, Inc. Amended and Restated 1999 Stock Option and Incentive Plan
</TABLE>
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