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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 2000
REGISTRATION NO. 333-51550
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TELETECH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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<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>
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
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)
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement and from time to
time as determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS
74,688 SHARES
TELETECH HOLDINGS, INC.
COMMON STOCK
This prospectus relates to 74,688 shares of our common stock that may be
offered for sale or otherwise transferred from time to time by the selling
stockholder identified in this prospectus. The aggregate net proceeds to the
selling stockholder from the sale of the shares of TeleTech common stock will
equal the sales price of such shares of common stock, less any commissions. See
"Plan of Distribution." We will not receive any of the proceeds from the sale of
the shares of common stock by the selling stockholder. The expenses incurred in
registering the 74,688 shares of common stock, including legal and accounting
fees, will be paid by us.
All of the 74,688 shares of common stock offered hereby were acquired by the
selling stockholder from us in connection with our October 27, 2000 acquisition
of iCcare Limited, a Hong Kong provider of systems integration and call center
solutions. See "Selling Stockholder."
Our common stock is listed on the Nasdaq National Market under the symbol
"TTEC." The last reported sale price of our common stock on December 28, 2000 on
the Nasdaq National Market was $18.1875 per share.
Our principal executive offices are located at 1700 Lincoln Street, Suite
1400, Denver, Colorado 80203, and our telephone number is (303) 894-4000.
INVESTING IN TELETECH'S COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 3.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is December 29, 2000.
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YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. NEITHER WE NOR THE SELLING STOCKHOLDER HAVE
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING
AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY THE PROSPECTUS IS ACCURATE AS
OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS.
TABLE OF CONTENTS
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PAGE
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<S> <C>
Risk Factors Relating to an Investment in TeleTech Common
Stock..................................................... 3
Information About TeleTech.................................. 7
Recent Events............................................... 9
A Warning About Forward-Looking Statements.................. 10
Use of Proceeds............................................. 10
Selling Stockholder......................................... 10
Plan of Distribution........................................ 11
Legal Matters............................................... 13
Experts..................................................... 13
Where You Can Find More Information......................... 13
</TABLE>
In this prospectus, "TeleTech," the "Company," "we," "us" and "our" refer to
TeleTech Holdings, Inc.
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RISK FACTORS
RELATING TO AN INVESTMENT IN TELETECH COMMON STOCK
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS, TOGETHER WITH THE OTHER
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, BEFORE
DETERMINING WHETHER OR NOT TO PURCHASE TELETECH COMMON STOCK. IF ANY OF THE
FOLLOWING RISKS ACTUALLY OCCUR, TELETECH'S BUSINESS AND FINANCIAL CONDITION AND
ITS RESULTS OF OPERATIONS COULD BE SERIOUSLY HARMED. IF THAT HAPPENS, THE VALUE
OF TELETECH'S COMMON STOCK COULD DECLINE, AND YOU MAY LOSE ALL OR PART OF YOUR
INVESTMENT.
TELETECH'S LOSS OF ANY OF ITS MAJOR CLIENTS MAY MATERIALLY REDUCE ITS REVENUES.
TeleTech strategically focuses its marketing efforts on developing long-term
relationships with large and multinational companies in targeted industries. As
a result, TeleTech derives a substantial portion of its revenues from relatively
few clients. TeleTech cannot assure you that it will not become more dependent
on a few significant clients, that TeleTech will be able to retain any of its
largest clients, that the volumes or profit margins of its most significant
programs will not be reduced, or that TeleTech would be able to replace such
clients or programs with clients or programs that generate a comparable amount
of profits. Consequently, the loss of one or more of TeleTech's significant
clients could have a material adverse effect on the business, results of
operations or financial condition of TeleTech.
THE TERMS OF TELETECH'S CONTRACTS WITH ITS CLIENTS DO NOT GUARANTEE A MINIMUM
LEVEL OF REVENUE.
TeleTech's contracts do not ensure that TeleTech will generate a minimum
level of revenues, and the profitability of each client program may fluctuate,
sometimes significantly, throughout the various stages of such program. Although
TeleTech seeks to sign multiyear contracts with its clients, TeleTech's
contracts generally enable its clients to terminate the contract, or terminate
or reduce customer interaction volumes, on relatively short notice. Although
many of such contracts require the client to pay a contractually agreed amount
in the event of early termination, TeleTech cannot assure you that it will be
able to collect such amount or that such amount, if received, will sufficiently
compensate TeleTech for its investment in the canceled program or for the
revenues it may lose as a result of the early termination. TeleTech usually is
not designated as its client's exclusive service provider; however, TeleTech
believes that meeting its clients' expectations can have a more significant
impact on revenues generated by TeleTech than the specific terms of its client
contracts. TeleTech cannot assure you, however, that it will meet its clients'
expectations. In addition, some of TeleTech's contracts limit the total amount
TeleTech can charge for its services, and several prohibit TeleTech from
providing services to the client's direct competitors that are similar to the
services TeleTech provides to such client.
THE SERVICE FEES THAT TELETECH CHARGES ITS CLIENTS MAY NOT COVER THE COSTS
TELETECH INCURS IN PROVIDING SERVICES.
A few of TeleTech's contracts allow TeleTech to increase its service fees if
and to the extent certain cost or price indices increase; however, most of
TeleTech's significant contracts do not contain such provisions and some
contracts require TeleTech to decrease its service fees if, among other things,
TeleTech does not achieve certain performance objectives. Increases in
TeleTech's service fees that are based upon increases in cost or price indices
may not fully compensate TeleTech for increases in labor and other costs
incurred in providing services.
TELETECH'S CUSTOMER INTERACTION CENTERS OCCASIONALLY ARE UNDER USED, BUT
TELETECH GENERALLY INCURS THE SAME OPERATING COSTS REGARDLESS OF LEVEL OF USE.
TeleTech's profitability is influenced significantly by its customer
interaction center capacity use. TeleTech attempts to maximize use; however,
because almost all of TeleTech's business is inbound, TeleTech has significantly
higher use during peak (weekday) periods than during off-peak (night and
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weekend) periods. TeleTech has experienced periods of excess capacity,
particularly in its shared customer interaction centers, and occasionally has
accepted short-term assignments to use the excess capacity. In addition,
TeleTech has experienced, and in the future may experience, at least short-term,
excess peak period capacity when it opens a new customer interaction center or
terminates or completes a large client program. There can be no assurance that
TeleTech will be able to achieve or maintain optimal customer interaction center
capacity use. TeleTech generally incurs the same operating costs regardless of
the level of use of its customer interaction centers.
IF TELETECH FAILS TO MANAGE EFFECTIVELY ITS RAPID GROWTH THE ACHIEVEMENT OF ITS
BUSINESS STRATEGY MAY BE DELAYED.
TeleTech has experienced rapid growth over the past several years. Future
growth, and the pace of that growth, will depend on a number of factors,
including TeleTech's ability to (a) initiate, develop and maintain new client
relationships and expand its existing client programs; (b) recruit, motivate and
retain qualified management and hourly personnel; (c) rapidly identify, acquire
or lease suitable customer interaction center facilities on acceptable terms and
complete build outs of such facilities in a timely and economic fashion; and
(d) maintain the high quality of the services and products that it provides to
its clients. TeleTech cannot assure you that it will be able to effectively
manage its expanding operations or maintain its profitability. If TeleTech is
unable to effectively manage its growth, its business, results of operations or
financial condition could be materially adversely affected.
TELETECH MUST ENHANCE ITS SERVICES AND DEVELOP NEW ONES TO BE SUCCESSFUL IN THE
RAPIDLY CHANGING MARKET.
TeleTech's business is highly dependent on its computer and
telecommunications equipment and software capabilities. If TeleTech fails to
maintain the superiority of its technological capabilities or to respond
effectively to technological changes a material adverse effect on TeleTech's
business, results of operations or financial condition could result. TeleTech's
continued growth and future profitability will be highly dependent on a number
of factors, including TeleTech's ability to (a) expand its existing service
offerings; (b) achieve cost efficiencies in TeleTech's existing customer
interaction center operations; and (c) introduce new services and products that
leverage and respond to changing technological developments. There can be no
assurance that technologies or services developed by TeleTech's competitors will
not render TeleTech's products or services non-competitive or obsolete, that
TeleTech can successfully develop and market any new services or products, that
TeleTech's costs and expenses associated with such new services or products will
not exceed budgeted costs and expenses related thereto, that any such new
services or products will be commercially successful (including that the
benefits derived from such new services or products will justify the costs and
expenses related thereto) or that the integration of automated customer support
capabilities will achieve intended cost reductions.
TELETECH'S SUCCESS DEPENDS ON ITS RETENTION OF KEY PERSONNEL AND ITS ABILITY TO
HIRE OTHER KEY PERSONNEL.
Continued growth and profitability will depend upon TeleTech's ability to
maintain its leadership infrastructure by recruiting and retaining qualified,
experienced executive personnel. Competition in TeleTech's industry for
executive-level personnel is fierce and there can be no assurance that TeleTech
will be able to hire, motivate and retain highly effective executive employees,
or that TeleTech can do so on economically feasible terms.
TELETECH'S SUCCESS DEPENDS ON THE MAINTENANCE OF GOOD LABOR RELATIONS AND ITS
ABILITY TO EFFECTIVELY RESPOND TO HIGH PERSONNEL TURNOVER.
TeleTech's success is largely dependent on its ability to recruit, hire,
train and retain qualified employees. TeleTech's industry is very
labor-intensive and has experienced high personnel turnover. A
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significant increase in TeleTech's employee turnover rate could increase
TeleTech's recruiting and training costs and decrease operating effectiveness
and productivity. Also, if TeleTech obtains several significant new clients or
implements several new, large-scale programs, it would be required to recruit,
hire and train qualified personnel at an accelerated rate. TeleTech may not be
able to continue to hire, train and retain sufficient qualified personnel to
adequately staff new customer management programs. Because a significant portion
of TeleTech's operating costs relate to labor costs, an increase in wages, costs
of employee benefits or employment taxes could have a material adverse effect on
TeleTech's business, results of operations or financial condition. In addition,
certain of TeleTech's customer interaction centers are located in geographic
areas with relatively low unemployment rates, which could make it more difficult
and costly to hire qualified personnel.
THE MARKET TELETECH FACES IS HIGHLY COMPETITIVE AND TELETECH MAY NOT BE ABLE TO
COMPETE EFFECTIVELY.
TeleTech believes that the market in which it operates is fragmented and
highly competitive and that competition is likely to intensify in the future.
TeleTech competes with small firms offering specific applications, divisions of
large entities, large independent firms and, most significantly, the in-house
operations of clients or potential clients. A number of competitors have or may
develop greater capabilities and resources than those of TeleTech. Similarly,
there can be no assurance that additional competitors with greater resources
than TeleTech will not enter TeleTech's market. Because TeleTech's primary
competitors are the in-house operations of existing or potential clients,
TeleTech's performance and growth could be adversely affected if its existing or
potential clients decide to provide in-house customer management services that
currently are outsourced, or retain or increase their in-house customer service
and product support capabilities. In addition, competitive pressures from
current or future competitors also could cause TeleTech's services to lose
market acceptance or result in significant price erosion, with a material
adverse effect upon TeleTech's business, results of operations or financial
condition.
TELETECH MAY EXPERIENCE DIFFICULTIES IN COMPLETING ACQUISITIONS AND JOINT
VENTURES AND INTEGRATING ACQUIRED COMPANIES AND JOINT VENTURES, WHICH MAY SLOW
ITS GROWTH.
One component of TeleTech's growth strategy is to pursue strategic
acquisitions of companies that have services, technologies, industry
specializations or geographic coverage that extend or complement TeleTech's
existing business. There can be no assurance that TeleTech will be successful in
acquiring such companies on favorable terms or in integrating such companies
into TeleTech's existing businesses, or that any completed acquisition will
enhance TeleTech's business, results of operations or financial condition.
TeleTech has faced, and in the future may continue to face, increased
competition for acquisition opportunities, which may inhibit TeleTech's ability
to consummate suitable acquisitions on favorable terms. TeleTech may require
additional debt or equity financing for future acquisitions, which financing may
not be available on terms favorable to TeleTech, if at all. As part of its
growth strategy, TeleTech also may pursue strategic alliances in the form of
joint ventures. Joint ventures involve many of the same risks as acquisitions,
as well as additional risks associated with possible lack of control of such
joint ventures.
A SYSTEM FAILURE COULD DELAY OR INTERRUPT SERVICE TO TELETECH CLIENTS.
TeleTech's operations are dependent upon its ability to protect its customer
interaction centers, computer and telecommunications equipment and software
systems against damage from fire, power loss, telecommunications interruption or
failure, natural disaster and other similar events. In the event TeleTech
experiences a temporary or permanent interruption at one or more of its customer
interaction centers, through casualty, operating malfunction or otherwise,
TeleTech's business could be materially adversely affected and TeleTech may be
required to pay contractual damages to some clients or allow some clients to
terminate or renegotiate their contracts with TeleTech. TeleTech maintains
property and
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business interruption insurance; however, such insurance may not adequately
compensate TeleTech for any losses it may incur.
TELETECH'S INTERNATIONAL OPERATIONS SUBJECT IT TO ADDITIONAL RISKS.
In addition to its operations in the United States, TeleTech currently
conducts business in Argentina, Australia, Brazil, Canada, China, Mexico, New
Zealand, Spain, Singapore and the United Kingdom. In addition, a key component
of TeleTech's growth strategy is continued international expansion. There can be
no assurance that TeleTech will be able to increase its market share in the
international markets in which TeleTech currently conducts business and
successfully market, sell and deliver its services in additional international
markets. In addition, there are certain risks inherent in conducting
international business, including exposure to currency fluctuations, longer
payment cycles, greater difficulties in accounts receivable collection,
difficulties in complying with a variety of foreign laws, unexpected changes in
regulatory requirements, difficulties in managing capacity utilization and in
staffing and managing foreign operations, political instability and potentially
adverse tax consequences. Any one or more of such factors could have a material
adverse effect on TeleTech's international operations and, consequently, on
TeleTech's business, results of operations or financial condition.
TELETECH HAS EXPERIENCED AND MAY CONTINUE TO EXPERIENCE FLUCTUATIONS IN ITS
QUARTERLY OPERATING RESULTS.
TeleTech has experienced and could continue to experience quarterly
variations in revenues as a result of a variety of factors, many of which are
outside TeleTech's control. Such factors include the timing of new contracts;
labor strikes and slowdowns; reductions or other modifications in its clients'
marketing and sales strategies; the timing of new product or service offerings;
the expiration or termination of existing contracts or the reduction in existing
programs; the timing of increased expenses incurred to obtain and support new
business; changes in the revenue mix among TeleTech's various service offerings;
and the seasonal pattern of certain of the businesses serviced by TeleTech. In
addition, TeleTech makes decisions regarding staffing levels, investments and
other operating expenditures based on its revenue forecasts. If TeleTech's
revenues are below expectations in any given quarter, its operating results for
that quarter would likely be materially adversely affected.
CHANGES IN KEY INDUSTRIES THAT USE TELETECH'S SERVICES MAY NEGATIVELY AFFECT
TELETECH'S REVENUES.
TeleTech generates a majority of its revenues from clients in the
telecommunications, technology, transportation, financial services and
government services industries. TeleTech's growth and financial results are
largely dependent on continued demand for TeleTech's services from clients in
these industries and current trends in such industries to outsource certain
customer management services. A general economic downturn in any of these
industries or a slowdown or reversal of the trend in any of these industries to
outsource certain customer management services could have a material adverse
effect on TeleTech's business, results of operations or financial condition.
TELETECH'S SUCCESS DEPENDS ON THE SUCCESS OF TELETECH'S CLIENTS' PRODUCTS.
In substantially all of its client programs, TeleTech generates revenues
based, in large part, on the amount of time that TeleTech's personnel devotes to
a client's customers. Consequently, and due to the inbound nature of TeleTech's
business, the amount of revenues generated from any particular client program is
dependent upon consumers' interest in, and use of, the client's products and/or
services. Furthermore, a significant portion of TeleTech's expected revenues and
planned capacity use relate to recently introduced product or service offerings
of TeleTech's clients. There can be no assurance as to the number of consumers
who will be attracted to the products and services of TeleTech's clients and who
will therefore need TeleTech's services, or that TeleTech's clients will develop
new products or services that will require TeleTech's services.
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INFORMATION ABOUT TELETECH
TeleTech is a leading provider of eCommerce-enabling customer management
solutions for large domestic, foreign and multinational companies. TeleTech
helps its clients acquire, serve, retain and maximize their revenue from
customers by strategically managing inbound telephone and Internet-based
inquiries on their behalf. Such programs include both automated and
human-assisted support and involve all stages of the customer relationship.
Programs consist of a variety of customer management and product support
activities, such as providing new product information, enrolling customers in
client programs, providing 24-hour technical and help desk support and resolving
customer complaints. TeleTech's customer management solution encompasses the
following capabilities:
- strategic consulting and process redesign;
- infrastructure deployment including the securing, designing and building
of world-class customer interaction centers;
- recruitment, education and management of client-dedicated customer care
representatives;
- electronic intelligence delivery to clients;
- engineering operational process controls and quality systems;
- technology consulting and implementation, including the integration of
hardware, software, network and computer-telephony technology; and
- database management, which involves the accumulation, management and
analysis of customer information to deliver actionable marketing
solutions.
TeleTech delivers its customer management services mostly through
customer-initiated telephone calls, e-mail and the Internet. Services are
provided via automated support and by trained customer care representatives in
response to an inquiry that a customer makes by calling a toll-free telephone
number, by sending an e-mail message or by clicking on an icon on a Web site
asking for immediate help or service.
Representatives respond to customer inquiries from customer interaction
centers using state-of-the-art workstations, which operate on TeleTech's
sophisticated technology platform. This technology platform incorporates digital
switching, client/server technology, object-oriented software modules,
relational database management systems, proprietary call tracking management
software, computer telephony integration and interactive voice response.
TeleTech's best of breed software, system integration capabilities and
customer management enables companies to sell to and service their customers on
a very large scale anytime, anywhere, over any media. TeleTech's technology
solution incorporates the full spectrum of Internet communications, including
custom e-mail response, chat and extensive Web co-browsing capabilities. Whether
a customer sends an e-mail, clicks an icon on a Web site asking for immediate
help or service or places a telephone call, TeleTech's technology platform
routes the inquiry to a trained and technology-enabled TeleTech representative.
The representative is then able to perform a host of services, including
personalized customer care, billing and technical support, online sales, loyalty
and affinity programs, real-time product availability and delivery status, Web
site support, up-selling, cross-selling and more.
The primary components of TeleTech's technology solution are as follows:
- Customer-Centric Platform: TeleTech's customer relationship management
software that has been enhanced to manage various Web-based
communications;
- E-mail: Provides automated e-mail responses to customer interactions, or
routes customer e-mail to appropriate representative to respond in a
personalized fashion;
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- Chat: Allows for representative interaction with the customer real-time
over the Web;
- Web Co-browsing: Provides representatives with the ability to
simultaneously view a Web site with the customer and navigate based upon
the customer's request for information--a phone call or chat session is
simultaneously initiated to interact with the customer during the
co-browsing session;
- Web Call Back: Customers have the ability to click an icon on a Web site
to request a phone call back from a representative either immediately or
at a specific time;
- Real-time Training: Incorporates real-time training via the Internet for
TeleTech representatives delivered directly to the desktop;
- Online Reference Library: Provides TeleTech representatives with access to
a searchable online database and comprehensive information resources; and
- Automated Support: TeleTech's inference-based expert system enables
customers to diagnose and resolve support issues via interactive response,
e-mail or the Internet.
TeleTech provides services from customer interaction centers leased,
equipped and staffed by TeleTech and from customer interaction centers leased
and equipped by its clients and staffed by TeleTech. TeleTech's fully outsourced
customer interaction centers serve either multiple clients or one dedicated
client. TeleTech typically establishes strategic relationships, formalized by
contracts, with selected clients in the telecommunications, technology,
transportation, financial services and government services industries. TeleTech
targets clients in these industries because of their complex product and service
offerings and large customer bases, which require frequent, increasingly
sophisticated, customer interactions.
TeleTech manages its U.S. customer interaction centers through its
Technology Command Center in Colorado. The Command Center operates 24 hours a
day, seven days a week, and is responsible for monitoring, coordinating and
managing TeleTech's U.S. operations. Each U.S. customer interaction center is
connected to the Command Center and to other U.S. customer interaction centers
through multiple fiber-optic voice/data T-1 circuits to form an integrated and
redundant wide area network. This network connectivity provides a high level of
security and redundancy that is integral to TeleTech's ability to ensure
recovery capabilities in the event of a disaster or structural failure.
TeleTech has established uniform operational policies and procedures to
ensure the consistent delivery of high-quality service at each customer
interaction center. These policies and procedures detail specific performance
standards, productivity and profitability objectives and daily administrative
routines designed to ensure efficient operation. All TeleTech customer
interaction centers are designed to operate 24 hours a day, seven days a week.
TeleTech believes that recruiting, training and managing full-time
representatives who are dedicated to a single client facilitate integration
between client and representative, enhance service quality and efficiency and
differentiate TeleTech from its competitors.
TeleTech uses a number of sophisticated applications designed to minimize
administrative burdens and maximize productivity. Such applications include a
proprietary representative performance system that tracks representative
activity at each workstation and a proprietary billing system that tracks time
spent on administration, training, data processing and other processes conducted
in support of client or internal tasks.
TeleTech monitors and measures the quality and accuracy of its customer
interactions through a quality assurance department located at each interaction
center. Each department evaluates, on a real-time basis, approximately 1% of the
calls per day. TeleTech also has the ability to enable its clients to monitor
customer interactions as they occur. Quality assurance professionals monitor
customer interactions and simultaneously evaluate representatives according to
criteria mutually determined by TeleTech and the client. Representatives are
evaluated and provided with feedback on their
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performance on a weekly basis and, as appropriate, recognized for superior
performance or scheduled for additional training and coaching.
TeleTech operates seven customer interaction centers in Spain; six customer
interaction centers in Canada; three customer interaction centers in Australia;
two customer interaction centers in each of Mexico and the United Kingdom; and
one customer interaction center in each of Argentina, Brazil, Hong Kong, New
Zealand and Singapore. A key component of TeleTech's growth strategy is to
continue its international expansion, which may include the acquisition of
businesses with products or technologies that extend or complement TeleTech's
existing businesses.
In addition, as part of its ongoing business strategy, TeleTech frequently
engages in discussions regarding restructuring, dispositions, acquisitions,
joint ventures and other similar transactions. Such transactions could include,
among other things, the transfer, sale or acquisition of significant assets,
businesses or interests, agreements to work with third parties, including joint
ventures, or the incurrence, assumption or refinancing of indebtedness, and
could be material to TeleTech's financial condition and results of operations.
There is no assurance that any such discussions will result in the consummation
of any such transactions.
RECENT EVENTS
On December 20, 2000, TeleTech acquired Newgen Results Corporation for
approximately $160 million in a stock-for-stock exchange accounted for as a
pooling of interests. Under the terms of the agreement, each Newgen shareholder
will receive .8 shares of TeleTech common stock for each share of Newgen common
stock. TeleTech believes that the merger will provide the combined company with
the ability to leverage Newgen's services in international markets using
TeleTech's infrastructure, opportunities to expand Newgen's services beyond the
automotive industry and potentially greater financial, technological and human
resources to develop new products and services.
On August 31, 2000, TeleTech acquired Contact Center Holdings, S.L., one of
Spain's largest privately held customer management companies. Contact Center
Holdings is the parent company of Difusio Telemarketing Group SA, Spain's
largest customer relations management company. Through seven customer
interaction centers, Difusio Telemarketing Group SA services industries
complementary to TeleTech's focus, such as telecommunications and financial
services. In connection with this acquisition, TeleTech issued 3,263,816 shares
of TeleTech common stock as consideration. The transaction will be treated as a
pooling of interests for financial accounting purposes. The pooling of interests
method of accounting assumes, for purposes of financial statement presentation,
that TeleTech and Contact Center Holdings, S.L. have always been combined.
On October 27, 2000, TeleTech acquired iCcare Limited, a privately held
customer care management company in Hong Kong for approximately $4 million and
the possibility of future earnouts based on the achievement of predetermined
revenue targets. In connection with this acquisition, TeleTech issued 74,688
shares of TeleTech common stock as partial consideration. The transaction will
be accounted for under the purchase method of accounting.
On November 7, 2000, TeleTech acquired the customer care division of Boston
Communications Group Inc. for $15 million and the possibility of a future
earnout based on the achievement of predetermined revenue targets in an asset
purchase transaction.
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
TeleTech has made forward-looking statements (as such term is defined in the
Private Securities Litigation Reform Act of 1995) in this document and in
documents that are incorporated by reference in this document that are subject
to risks and uncertainties. Forward-looking statements include the information
concerning possible or assumed future results of operations of TeleTech. Also,
statements
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including words such as "believes," "expects," "anticipates," "intends,"
"plans," "estimates," or similar expressions are forward-looking statements.
Stockholders should note that many factors, some of which are discussed
elsewhere in this document and in the documents incorporated by reference in
this document, could affect the future financial results of TeleTech and could
cause actual results to differ materially from those expressed in
forward-looking statements contained or incorporated by reference in this
document. Important factors that could cause actual results to differ materially
from the expectations reflected in the forward-looking statements in this
prospectus include, among others
- risks relating to the business of TeleTech;
- other risks and uncertainties set forth under the caption "Risk Factors
Relating to an Investment in TeleTech Common Stock;" and
- general economic, business and market conditions, changes in laws and
increased competitive pressure in the customer management and product
support industry.
TeleTech does not undertake any obligation to update its forward-looking
statements after the date of this prospectus.
USE OF PROCEEDS
All of the shares of TeleTech common stock covered by this prospectus are
being offered by the selling stockholder identified in this prospectus. The
Company will not receive any proceeds from the sale of the shares by the selling
stockholder.
SELLING STOCKHOLDER
The following table provides the name of the selling stockholder and the
number of shares of common stock beneficially owned by the selling stockholder
as of December 29, 2000. Information with respect to beneficial ownership is
based upon information obtained from the selling stockholder. Information with
respect to shares beneficially owned after the offering assumes the sale of all
of the shares offered and no other purchases or sales of common stock. Assuming
all of the shares offered by this prospectus are sold, the selling stockholder
will not own shares of TeleTech common stock after this offering in excess of 1%
of TeleTech's outstanding common stock.
The selling stockholder received its shares of common stock in connection
with our acquisition of all of the outstanding share capital of iCcare Limited.
We agreed to file the registration statement covering the shares of common stock
received by the selling stockholder in the acquisition, and to keep the
registration statement effective for ninety days.
<TABLE>
<CAPTION>
BENEFICIAL SHARES BENEFICIAL
OWNERSHIP TO BE OWNERSHIP
SELLING STOCKHOLDER PRIOR TO OFFERING OFFERED AFTER OFFERING(2)
------------------- ----------------- -------- -----------------
<S> <C> <C> <C>
Pacific Lifestyle Group
Incorporated(1)...................... 74,688 74,688 0
</TABLE>
------------------------
(1) Pratima Young is the sole shareholder of Pacific Lifestyle Group
Incorporated and she is the General Manager of TeleTech's newly acquired
Hong Kong operations.
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by the selling
stockholder named in this prospectus or by its donees, pledgees, transferees or
other successors in interest selling shares received after the date of this
prospectus from a selling shareholder as a gift, pledge, partnership
distribution or other non-sale related transfer. The sale price to the public
may be:
- the market price prevailing at the time of sale;
10
<PAGE>
- a price related to such prevailing market price;
- at negotiated prices; or
- such other price as the selling stockholder determines from time to time.
The selling stockholder shall have the sole and absolute discretion not to
accept any purchase offer or make any sale of shares if it deems the purchase
price to be unsatisfactory at any particular time.
The selling stockholder may offer its shares at various times in one or more
of the following transactions, which may include block transactions:
- in ordinary brokers' transactions and transactions in which the broker
solicits purchasers;
- in transactions involving cross or block trades or otherwise on the Nasdaq
National Market or such other market on which the common stock may from
time to time be trading (including transactions in which brokers or
dealers may attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction);
- in transactions in which brokers, dealers or underwriters purchase the
shares as principal and resell the shares for their own accounts pursuant
to this prospectus;
- in transactions "at the market" to or through market makers in our common
stock or into an existing market for the common stock;
- in other ways not involving market makers or established trading markets,
including direct sales of the shares to purchasers or sales of the shares
effected through agents;
- through transactions in options, swaps or other derivatives which may or
may not be listed on an exchange;
- in privately negotiated transactions;
- in short sales or transactions to cover short sales;
- to lenders pledged as collateral to secure loans, credit or other
financing arrangements and any transfers resulting from a subsequent
foreclosure, if any, thereunder;
- in a combination of any of the foregoing transactions; or
- by any other legally available means.
The selling stockholder also may sell its shares in accordance with
Rule 144 under the Securities Act, rather than pursuant to this prospectus.
However, Rule 144 requires a one-year holding period before any shares can be
sold.
From time to time, the selling stockholder may pledge or grant a security
interest in some or all of its shares. If the selling stockholder defaults in
performance of the secured obligations, the pledgees or secured parties may
offer and sell the shares from time to time. The selling stockholder also may
transfer and donate shares in other circumstances. The number of shares
beneficially owned by the selling stockholder who transfers, donates, pledges or
grants a security interest in its shares will decrease as and when the selling
stockholder takes these actions. The plan of distribution for the shares offered
and sold under this prospectus will otherwise remain unchanged, except that the
transferees, donees or other successors in interest will be selling stockholder
for purposes of this prospectus.
A selling stockholder may sell short our common stock. The selling
stockholder may deliver this prospectus in connection with such short sales and
use the shares offered by this prospectus to cover such short sales.
11
<PAGE>
A selling stockholder or its pledgee, donee, transferee or other successor
in interest may enter into hedging transactions with broker-dealers. The
broker-dealers may engage in short sales of our common stock in the course of
hedging the positions they assume with the selling stockholder, including
positions assumed in connection with distributions of the shares by such
broker-dealers. A selling stockholder or its pledgee, donee, transferee or other
successor in interest also may enter into option or other transactions with
broker-dealers that involve the delivery of the shares to the broker-dealers,
who may then resell or otherwise transfer such shares. In addition, a selling
stockholder may loan or pledge shares to a broker-dealer, which may sell the
loaned shares or, upon a default by the selling stockholder of the secured
obligation, may sell or otherwise transfer the pledged shares.
A selling stockholder or its pledgee, donee, transferee or other successor
in interest may also sell the shares directly to market makers acting as
principals and/or broker-dealers acting as agents for themselves or their
customers or use brokers, dealers, underwriters or agents to sell their shares.
The broker-dealers acting as agents may receive compensation in the form of
commissions, discounts or concessions. This compensation may be paid by the
selling stockholder or the purchasers of the shares for whom such persons may
act as agent, or to whom they may sell as principal, or both. The compensation
as to a particular person may be less than or in excess of customary
commissions. The selling stockholder and any agents or broker-dealers that
participate with the selling stockholder in the offer and sale of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act. Any
commissions they receive and any profit they realize on the resale of the shares
by them may be deemed to be underwriting discounts and commissions under the
Securities Act. Neither we nor the selling stockholder can presently estimate
the amount of such compensation.
The selling stockholder, alternatively, may sell all or any part of the
shares offered in this prospectus through an underwriter. No selling stockholder
has entered into any agreement with a prospective underwriter and there is no
assurance that any such agreement will be entered into. If a selling stockholder
enters into such an agreement or agreements, the relevant details will be set
forth in a supplement or revisions to this prospectus.
We have advised the selling stockholder that during such time as they may be
engaged in a distribution of the shares, they are required to comply with
Regulation M under the Exchange Act. With certain exceptions, Regulation M
prohibits any selling stockholder, any affiliated purchasers and any
broker-dealer or other person who participates in such distribution from bidding
for or purchasing, or attempting to induce any person to bid for or purchase,
any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made
in order to stabilize the price of a security in connection with the
distribution of that security. The foregoing restrictions may affect the
marketability of the shares.
We have agreed to indemnify the selling stockholder and any underwriters,
brokers, dealers or agents and their respective controlling persons against
certain liabilities, including certain liabilities under the Securities Act.
It is possible that a significant number of shares could be sold at the same
time. Such sales, or the perception that such sales could occur, may adversely
affect prevailing market prices for our common stock.
This offering by the selling stockholder will terminate ninety days after
the effective date of this registration statement or, if earlier, on the date on
which the selling stockholder has sold all of its shares registered by this
registration statement.
TeleTech will not receive any proceeds from the sale of the shares covered
by this prospectus. TeleTech has agreed to pay all of the expenses incident to
the registration of the shares. TeleTech will not pay for the selling
stockholder discounts and selling concessions or commissions, if any, or fees
and expenses of counsel incurred in respect of selling the shares, if any.
12
<PAGE>
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed
upon for TeleTech by James B. Kaufman, General Counsel for TeleTech.
EXPERTS
The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
WHERE YOU CAN FIND MORE INFORMATION
TeleTech has filed with the SEC a registration statement on Form S-3
(333-51550) of which this prospectus forms a part. The registration statement
registers the shares of common stock to be sold or otherwise transferred by the
selling stockholder identified in this registration statement. This prospectus
is a part of the registration statement, but the registration statement also
contains additional information and exhibits not included in this prospectus.
The rules and regulations of the SEC allow us to omit certain information
included in the registration statement from this prospectus. In addition,
TeleTech files reports, proxy statements and other information with the SEC
under the Securities Exchange Act of 1934. You may read and copy any of this
information at the following locations of the SEC:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661 2511
</TABLE>
You may obtain information on the operation of the SEC's Public Reference
Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet web site that contains reports, proxy
statements and other information regarding issuers, including TeleTech, who file
electronically with the SEC. The address of that site is http://www.sec.gov.
The SEC allows TeleTech to "incorporate by reference" information in this
document, which means that TeleTech can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, except
for any information that is superseded by information included directly in this
document.
13
<PAGE>
The documents listed below that TeleTech has previously filed with the SEC
are considered to be a part of this prospectus. They contain important
information about TeleTech and its financial condition.
<TABLE>
<CAPTION>
TELETECH SEC FILINGS:
---------------------
<S> <C>
1999 Annual Report on Form 10-K...... Filed on March 29, 2000
Quarterly Report on Form 10-Q........ Filed on November 14, 2000
Quarterly Report on Form 10-Q........ Filed on May 15, 2000
Quarterly Report on Form 10-Q........ Filed on August 14, 2000
Current Report on Form 8-K........... Filed on August 25, 2000
Current Report on Form 8-K........... Filed on September 6, 2000
Current Report on Form 8-K........... Filed on October 30, 2000
Registration Statement on
Form 8-A........................... Filed on July 19, 1996, setting forth
the description of TeleTech's common
stock
</TABLE>
TeleTech incorporates by reference additional documents that it may file
with the SEC between the date of this prospectus and prior to the termination of
the offering. These include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy materials.
TeleTech will provide without charge to each person, including any
beneficial owner, to whom a copy of this prospectus is delivered a copy of any
or all of the information that has been incorporated by reference in the
prospectus but not delivered with the prospectus (excluding exhibits that are
not specifically incorporated by reference into such information). Any person
may obtain documents incorporated by reference in this document by requesting
them in writing or by telephone from TeleTech at the following addresses:
TeleTech Holdings, Inc.
1700 Lincoln Street, Suite 1400
Denver, Colorado 80203
Attention: Director of Investor Relations
(303) 894-4000
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
sale and distribution of securities being registered, other than discounts,
concessions and brokerage commissions.
<TABLE>
<S> <C>
SEC registration fee........................................ $ 399
Legal fees and expenses..................................... 1,000*
Accounting fees and expenses................................ 5,000*
Miscellaneous............................................... 10,000*
-------
Total..................................................... $16,399*
</TABLE>
------------------------
* Estimated
The Company will bear all of the foregoing expenses.
ITEM 15. 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
II-1
<PAGE>
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.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
A list of exhibits is set forth in the Exhibit Index appearing on page II-6
in this registration statement and is incorporated herein by reference.
ITEM 17. UNDERTAKINGS
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;
(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. 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, such changes in volume and
price represent no more than a 20% change in the maximum aggregated 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 the registration statement or any
material change to such information in the registration statement.
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for the purpose of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange
II-2
<PAGE>
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities, other than the payment by the registrant of expenses
incurred or paid by a trustee, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding, is asserted by such
trustee, 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 Act and will be governed by the final adjudication of
such issue.
II-3
<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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado on December 29, 2000.
<TABLE>
<S> <C> <C>
TELETECH HOLDINGS, INC.
By: /s/ SCOTT D. THOMPSON
-----------------------------------------
Scott D. Thompson
CHIEF EXECUTIVE 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-3 (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-3 has been signed on December 29, 2000 by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ SCOTT D. THOMPSON
------------------------------------------- Chief Executive Officer
Scott D. Thompson (Principal Executive Officer)
/s/ MARGOT O'DELL
------------------------------------------- Chief Financial Officer
Margot O'Dell (Principal Financial and Accounting Officer)
/s/ *KENNETH D. TUCHMAN
------------------------------------------- Chairman of the Board
Kenneth D. Tuchman
/s/ *JAMES E. BARLETT
------------------------------------------- Director
James E. Barlett
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ *ROD DAMMEYER
------------------------------------------- Director
Rod Dammeyer
/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
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ SCOTT D. THOMPSON
--------------------------------------
Scott D. Thompson
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
--------------------- -------------------
<C> <S>
5.1 Opinion of James B. Kaufman regarding the legality of the
shares of common stock being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of James B. Kaufman (included in Exhibit 5.1)
24.1 Power of attorney (included on signature page)
</TABLE>
II-6
