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As filed with the Securities and Exchange Commission on April 28, 1999.
Registration No. 333-77009
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT No. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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STARTEK, INC.
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(Exact name of registrant as specified in its charter)
Delaware 84-1370538
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
111 Havana Street, Denver, CO 80010
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(Address of Registrant's principal executive offices)
STARTEK, INC. STOCK OPTION PLAN
STARTEK, INC. DIRECTOR STOCK OPTION PLAN
----------------------------------------
(Full title of the plan)
Dennis M. Swenson
StarTek, Inc.
111 Havana Street
Denver, Colorado 80010
(303) 361-6000
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maxi-
Title of Securities Amount to Be Offering Price Per mum Aggregate Amount of
to be Registered Registered Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 1,075,000 Shares(1) $16.25(2) $17,468,750(2) $4,856.31(3)
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</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers such indeterminable number of
additional shares of Common Stock as may be issuable pursuant to the
antidilution provisions of the StarTek, Inc. Stock Option Plan and the
StarTek, Inc. Director Stock Option Plan.
(2) Pursuant to Rule 457 under the Securities Act of 1933, the proposed
maximum offering price per share and the proposed maximum aggregate
offering price, determined solely for the purpose of calculating the
registration fee, are based on the average of the high and low prices
per share of the Registrant's Common Stock reported on the New York
Stock Exchange Composite Tape on April 21, 1999.
(3) Previously paid on April 26, 1999.
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EXPLANATORY STATEMENT
This Registration Statement on Form S-8 registers 1,075,000 shares of
StarTek, Inc., par value $0.01 per share common stock, for issuance upon
exercise of options granted pursuant to the Company's Stock Option Plan and
Director Stock Option Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I to be contained in a Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 of the Securities Act of 1933 (the "Securities Act") and
the Note to Part I of Form S-8.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
StarTek, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(b) A description of the Company's Common Stock, par value $.01
per share (the "Common Stock"), set forth in Part I of the
Company's registration statement on Form S-1 as declared
effective by the Securities and Exchange Commission on June
18, 1997 (Registration No. 333-20633) under the captions
"Description of Capital Stock," "Dividend Policy," and "Risk
Factors-Anti-Takeover Provisions"; and
(c) A description of the Company's Common Stock as set forth in
Item 1 of the Company's registration statement on Form 8-A as
declared effective by the Securities and Exchange Commission
on June 18, 1997 (File No. 1-12793).
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which documents shall be deemed incorporated by
reference in this Registration Statement as a part hereof from the date of
filing such documents until a post-effective amendment to this Registration
Statement is filed which indicates that all shares of Common Stock being offered
hereby have been sold or which deregisters all shares of Common Stock
(registered under this Registration Statement) then remaining unsold.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Certificate of Incorporation and
Restated Bylaws provide that to the fullest extent permitted by the Delaware
General Corporation Law (the "DGCL"), a director of the Company shall not be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. Under the DGCL, liability of a director may not be
limited (i) for any breach of the director's duty of loyalty to the Company or
its stockholders; (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law;(iii) in respect of certain
unlawful dividend payments or stock redemptions or repurchases; and (iv) for any
transaction from which the director derives an improper personal benefit. The
effect of the provisions of the Company's Restated Certificate of Incorporation
and Restated Bylaws is to eliminate the rights of the Company and its
stockholders (through stockholders' derivative suits on behalf of the Company)
to recover monetary damages against a director for breach of the fiduciary duty
of care as a director (including breaches resulting from negligent or grossly
negligent behavior), except in the situations described in clauses (i) through
(iv) above. This provision does not limit or eliminate the rights of the Company
or any stockholder to seek nonmonetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care. In addition,
the Company's Restated Certificate of Incorporation and Restated Bylaws provide
that the Company shall indemnify its directors and officers, against losses
incurred by any such person by reason of the fact that such person was acting in
such capacity.
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The Company maintains a renewable directors' and officers'
insurance policy insuring directors and officers of the Company against claims
made against them in their individual capacities in an amount of up to
$5,000,000 in the aggregate (with certain restrictions) in conjunction with
their duties as directors and officers of the Company.
The above discussion of the Company's Certificate of
Incorporation, Bylaws, and Delaware General Corporation Law is only a summary
and is qualified in its entirety by the full text of each of the foregoing.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
The following Exhibits are filed as part of, or are
incorporated by reference into, this Registration Statement:
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference from Exhibit 3.1 to the
Company's Registration Statement on Form S-1,
Registration
No. 333-20633).
3.2 Restated Bylaws of the Company (incorporated by
reference from Exhibit 3.2 to the Company's
Registration Statement on Form S-1, Registration No.
333-20633).
4.1 Specimen Common Stock certificate (incorporated by
reference from Exhibit 4.1 to the Company's
Registration Statement on Form S-1, Registration No.
333-20633).
5.2+ Opinion of Otten, Johnson, Robinson, Neff &
Ragonetti, P.C. as to the legality of the Company's
Common Stock being registered.
23.1+ Consent of Ernst & Young LLP dated April 23, 1999.
23.2+ Consent of Otten, Johnson, Robinson, Neff &
Ragonetti, P.C. (contained in Exhibit 5.2 hereto and
incorporated by reference therefrom).
23.3* Consent of Ernst & Young LLP dated April 28, 1999.
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* Filed herewith.
+ Previously filed with the Company's Registration
Statement on Form S-8 (Registration No. 333-77009).
Item 9. UNDERTAKINGS
The Company 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; (ii) to reflect
in the prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information in this Registration Statement; and (iii) to include any material
information with respect to the plan of distribution not previously disclosed or
any material change to such information in this Registration Statement (or the
most recent post-effective amendment thereof).
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<PAGE> 5
(2) That, for the purpose of determining any liability under the
Securities Act each post-effective amendment shall be deemed a new registration
statement relating to the securities offered hereby, and the offering of such
securities at that time shall be treated as the initial bona fide offering
thereof.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to section
13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered hereby, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 April 28, 1999.
STARTEK, INC.
By: /S/ DENNIS M. SWENSON
--------------------------------------
Executive Vice President, Chief Financial
Officer, Secretary, and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
Date: April 28, 1999
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/S/ MICHAEL W. MORGAN
----------------------------------------
Michael W. Morgan
Director, President, Chief Executive
Officer (Principal Executive Officer)
Date: April 28, 1999
/S/ DENNIS M. SWENSON
----------------------------------------
Dennis M. Swenson
Executive Vice President, Chief
Financial Officer, Secretary, and
Treasurer (Principal Financial Officer
and Principal Accounting Officer)
Date: April 28, 1999
/S/ E. PRESTON SUMNER, JR.
----------------------------------------
E. Preston Sumner, Jr.
Executive Vice President and Chief
Operating Officer
Date: April 28, 1999
/S/ A. EMMET STEPHENSON, JR.
----------------------------------------
A. Emmet Stephenson, Jr.
Director and Chairman of the Board
Date: April 28, 1999
/S/ THOMAS O. RYDER
----------------------------------------
Thomas O. Ryder
Director
Date: April 28, 1999
/S/ ED ZSCHAU
----------------------------------------
Ed Zschau
Director
Date: April 28, 1999
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<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
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<S> <C>
3.1 Restated Certificate of Incorporation of the Company (incorporated by reference
from Exhibit 3.1 to the Company's Registration Statement on Form S-1, Registration No.
333-20633).
3.2 Restated Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Company's
Registration Statement on Form S-1, Registration No. 333-20633).
4.1 Specimen Common Stock certificate (incorporated by reference from Exhibit 4.1 to the Company's
Registration Statement on Form S-1, Registration No. 333-20633).
5.2+ Opinion of Otten, Johnson, Robinson, Neff & Ragonetti, P.C. as to the legality of the
Company's Common Stock being registered.
23.1+ Consent of Ernst & Young LLP dated April 23, 1999.
23.2+ Consent of Otten, Johnson, Robinson, Neff & Ragonetti, P.C. (contained in Exhibit 5.2 to this
Registration Statement on Form S-8 and incorporated by reference therefrom).
23.3* Consent of Ernst & Young LLP dated April 28, 1999.
</TABLE>
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* Filed herewith.
+ Previously filed with Company's Registration Statement on Form S-8
(Registration No. 333-77009).
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<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement (Form S-8) pertaining to the StarTek, Inc. Stock Option
Plan and the StarTek, Inc. Director Stock Option Plan of our report dated
February 20, 1999, with respect to the consolidated financial statements of
StarTek, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Denver, Colorado
April 28, 1999
