<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 2000
REGISTRATION NO. 333-47432
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TELETECH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7389 84-1291044
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
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1700 LINCOLN STREET, SUITE 1400
DENVER, COLORADO 80203
(303) 894-4000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
------------------------------
JAMES B. KAUFMAN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
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)
------------------------------
COPIES TO:
<TABLE>
<S> <C> <C>
STEVEN A. COHEN, ESQ. M. WAINWRIGHT FISHBURN, ESQ.
HOGAN & HARTSON L.L.P. COOLEY GODWARD LLP
ONE TABOR CENTER, SUITE 1500 4365 EXECUTIVE DRIVE
1200 SEVENTEENTH STREET SUITE 1100
DENVER, COLORADO 80202 SAN DIEGO, CALIFORNIA 92121
(303) 899-7300 (858) 550-6000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
EXPLANATORY NOTE
This Amendment No. 2 to Form S-4 Registration Statement is being filed soley
to amend Exhibit 23.1 originally filed with Amendment No. 1 to Form S-4
Registration Statement on November 17, 2000.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant 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 November 17, 2000.
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<S> <C> <C>
TELETECH HOLDINGS, INC.
BY: /S/ MARGOT O'DELL
-----------------------------------------
Margot O'Dell
CHIEF FINANCIAL OFFICER
</TABLE>
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-4 (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 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-4 has been signed on November 17, 2000 by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S> <C>
/s/ *SCOTT D. THOMPSON Chief Executive Officer
------------------------------------------- (Principal Executive Officer)
Scott D. Thompson
/s/ MARGOT O'DELL Chief Financial Officer
------------------------------------------- (Principal Financial and
Margot O'Dell Accounting Officer)
/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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S> <C>
/s/ *DR. GEORGE H. HEILMEIER Director
-------------------------------------------
Dr. George H. Heilmeier
Director
-------------------------------------------
Morton H. Meyerson
/s/ *ALAN SILVERMAN Director
-------------------------------------------
Alan Silverman
/s/ *SCOTT D. THOMPSON Director
-------------------------------------------
Scott D. Thompson
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ MARGOT O'DELL
--------------------------------------
Margot O'Dell
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
<C> <S>
2.1 Agreement and Plan of Merger, dated as of August 21, 2000,
by and among TeleTech Holdings, Inc., NG Acquisition Corp.
and Newgen Results Corporation (included in this
Registration Statement as Annex A to the proxy
statement/prospectus)
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of
the shares of common stock being registered
8.1 Opinion of Hogan & Hartson L.L.P. regarding the
qualification of the merger as a reorganization for federal
income tax purposes and related federal income tax
consequences
8.2 Opinion of Cooley Godward LLP regarding the qualification of
the merger as a reorganization for federal income tax
purposes and related federal income tax consequences
23.1* Consent of Arthur Andersen LLP (TeleTech)
23.2 Consent of Arthur Andersen LLP (Newgen)
23.3 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.4 Consent of Hogan & Hartson L.L.P. (included in Exhibit 8.1)
23.5 Consent of Cooley Godward LLP (included in Exhibit 8.2)
23.6 Consent of Chase H&Q (included in this Registration
Statement as Annex D to the proxy statement/prospectus)
24.1 Power of attorney (included on signature page)
99.1 Newgen--Form of Proxy
99.2 Form of Primary Voting Agreement, dated as of August 21,
2000, by and between TeleTech and certain stockholders of
Newgen (included in this Registration Statement as Annex B
to the proxy statement/prospectus)
99.3 Form of Secondary Voting Agreement, dated as of August 21,
2000, by and between TeleTech and certain stockholders of
Newgen (included in this Registration Statement as Annex C
to the proxy statement/prospectus)
</TABLE>
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* filed herewith
