SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SITEL CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 47-0684333
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13215 Birch Street
Omaha, Nebraska 68164
(Address, including zip code, of Principal Executive Offices)
Amended and Restated SITEL Corporation 1995 Employee Stock Option Plan
(Full Title of the Plan)
James F. Lynch, Chairman of Board and Chief Executive Officer
13215 Birch Street
Omaha, Nebraska 68164
(402) 498-6810
(Name, Address, including zip code, and Telephone Number, including area code,
of Agent for Service)
__________
Approximate date of proposed commencement of sales pursuant to the Plan:
As soon as practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
Title of securities to be registered: Common Stock $.001 par value
(1995 Employee SOP)
Amount to be registered(1): 7,000,000 Shares
Proposed maximum offering price per share(1): $ 13.4375 (2)
Proposed maximum aggregate offering price: $ 94,062,500 (2)
Amount of registration fee: $ 32,435.34
(1) This Form S-8 registers the additional shares made available under the plan
pursuant to a recent plan amendment. The number of shares registered
hereunder shall include any additional shares made available under the plan
because of adjustment in such 7,000,000 shares on account of stock splits
or stock dividends hereafter effected by the Registrant.
(2) Estimated pursuant to Rule 457(c) of the Securities Act solely for purposes
of calculating the registration fee. The price is based upon the average
of the high and low prices of SITEL Corporation Common Stock on December
30, 1996, as reported on the National Association of Securities Dealers
Automated Quotations system.
This Form S-8 consists of 18 pages. The Exhibit Index is on page 8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
SITEL Corporation (the "Registrant") hereby incorporates by reference in
this registration statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for its fiscal year ended
May 31, 1996, as amended.
(b) The Registrant's Quarterly Report on Form 10-Q for the period ended
August 31, 1996 and Current Reports on Form 8-K and amendments thereto
filed on June 21, 1996, June 27, 1996, July 12, 1996, August 23, 1996,
August 30, 1996, September 18, 1996, October 1, 1996 and December 4,
1996.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No. 1-12577)
filed with the Securities and Exchange Commission pursuant to Section
12 of the Securities Exchange Act of 1934 as amended.
(d) The contents of the Registrant's earlier registration statement on Form
S-8 (Registration No. 33-99434).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein
by reference and be a part hereof from the date of the filing of such
documents.
This registration statement, including all documents incorporated
herein by reference, contains forward-looking statements. Additional
written or oral forward-looking statements may be made by the Company from
time to time in filings with the Securities and Exchange Commission or
otherwise. The words "believe," "expect," "anticipate" and "project" and
similar expressions identify forward-looking statements, which speak only as
of the date the statement is made. Such forward-looking statements are
within the meaning of that term in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such statements may include, but not be limited to, projections of
revenues, income or loss, capital expenditures, acquisitions, plans for
future operations, financing needs or plans, the impact of inflation and
plans relating to products or services of the Company, as well as
assumptions relating to the foregoing. Forward-looking statements are
inherently subject to risks and uncertainties, some of which cannot be
predicted or quantified. Future events and actual results could differ
materially from those set forth in, contemplated by or underlying the
forward-looking statements. Statements in this registration statement and
in the Company's periodic reports filed with the Securities and Exchange
Commission which are incorporated by reference herein, describe factors,
among others, that could contribute to or cause such differences.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities offered by the Registrant pursuant to this
registration statement is registered under Section 12 of the Securities
Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Matters with respect to the legality of the Common Stock of the Company
being registered hereby have been passed upon by the firm of Abrahams,
Kaslow & Cassman, counsel for the Company. Members of Abrahams, Kaslow
& Cassman own a total of 16,400 shares of Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Amended and Restated Articles of Incorporation limit the
liability of directors to the maximum extent permitted by the Minnesota
Business Corporation Act. Minnesota law provides that directors will not be
personally liable for monetary damages for breach of their fiduciary duties
as directors, except for liability due to (i) any breach of the duty of
loyalty to the Company or its shareholders, (ii) acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation
of law, (iii) dividends or other distributions of corporate assets that are
in contravention of certain statutory or contractual restrictions, (iv)
violations of certain Minnesota securities laws, or (v) any transaction
from which the director derives an improper personal benefit. Liability
under the federal securities laws is not limited by the Amended and
Restated Articles of Incorporation.
The Minnesota Business Corporation Act requires that the Company indemnify
any director or officer made or threatened to be made a party to a legal
proceeding, by reason of the former or present official capacity of the
person, against judgments, penalties, fines, settlements, and reasonable
expenses incurred in connection with the proceeding if certain statutory
standards are met. "Proceeding" means a threatened, pending or completed
civil, criminal, administrative, arbitration or investigative proceeding,
including a derivative action in the name of the Company. The Company's
Amended and Restated Articles of Incorporation require the Company to
provide indemnification of these persons to the fullest extent of the
Minnesota indemnification statute.
The Company has entered into an indemnification agreement with each of its
directors and executive officers to provide him or her with specific
contractual assurances that the indemnification protection provided by the
Minnesota Business Corporation Act and the Company's Amended and Restated
Articles of Incorporation will be available to such director or officer and
to provide for the indemnification of and the advancing of expenses to such
director or officer to the fullest extent permitted by law. The forms of
such indemnification agreements were previously filed as exhibits.
The Company presently maintains insurance to protect itself and its
directors and officers against certain liabilities, costs, and expenses
arising out of claims or suits against such directors and officers resulting
from their service in such capacity.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to officers, directors, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
[Remainder of this page intentionally left blank]
<PAGE>
ITEM 8. EXHIBITS
The exhibits filed as a part of this registration statement are:
Exhibit
No.
(1) 4.1 Amended and Restated Articles of Incorporation of SITEL Corporation.
(2) 4.1(a) Articles of Amendment filed September 10, 1996 to the Amended
and Restated Articles of Incorporation
(1) 4.2 Amended and Restated Bylaws of SITEL Corporation.
(1) 4.3 Form of General Voting Agreement.
(1) 4.4 SITEL Corporation Stock Option Plan for Replacement of Existing
Options.
(1) 4.5 SITEL Corporation Stock Option Plan for Replacement of EEBs.
(3) 4.6 Amended and Restated SITEL Corporation 1995 Employee Stock Option
Plan.
(1) 4.7 SITEL Corporation 1995 Non-Employee Directors Stock Option Plan.
5.1 Opinion of Abrahams, Kaslow & Cassman regarding legality of Common
Stock being registered.
(4) 10.9 Form of Indemnification Agreement between SITEL Corporation
and its Outside Directors.
(5) 10.10Form of Indemnification Agreement between SITEL Corporation
and its Executive Officers.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Abrahams, Kaslow & Cassman (included in Exhibit 5.1).
23.3 Consent of KPMG.
23.4 Consent of Arthur Andersen.
23.5 Consent of Arthur Andersen L.L.P.
24.1 Power of Attorney (included on signature page).
_________________________
(1) Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 hereto were previously
filed as Exhibits 3.1, 3.4, 9.1, 10.1, 10.2, 10.3 and 10.4,
respectively, to the Registration Statement of SITEL Corporation on
Form S-1 (Registration No. 33-91092) and are incorporated herein by
this reference.
(2) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-3 (Registration No. 333-13403) and incorporated
herein by this reference.
(3) Previously filed as Appendix B to the Registrant's Proxy Statement for
the annual meeting of stockholders filed on September 27, 1996.
(4) Previously filed as an exhibit to the Form 10-Q Quarterly Report of
SITEL Corporation for the period ended August 31, 1995, and
incorporated herein by this reference.
(5) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-8 (Registration No. 33-99434) and incorporated
herein by this reference.
<PAGE>
ITEM 9. UNDERTAKINGS
(a) Rule 415 offering. The undersigned 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; 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 registration statement is on Form S-3 or S-8 and 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 purposes 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; and
(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) Filing incorporating subsequent Exchange Act documents by reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange 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.
(c) Filing of registration statement on Form S-8. Insofar as
indemnification for liabilities arising under the Securities Act of
1933 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 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
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 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.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Omaha, State of Nebraska on
December 30, 1996.
SITEL CORPORATION
By: /s/ JAMES F. LYNCH
James F. Lynch, Chairman of the Board
and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
officers of SITEL Corporation, do hereby jointly and severally constitute
and appoint James F. Lynch and Barry S. Major, and each of them
individually, as our true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, foreach of us and in our name,
place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the Registration Statement on Form
S-8 of SITEL Corporation and to file such amendments with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto such attorneys-in-fact and agents, and
each of them individually and their substitutes, full power and authority to
do and perform each and every act and thing requisite or necessary to be
done in and about the premises in connection with this Registration
Statement as fully to all intents and purposes as each of us might or could
do in person, hereby ratifying and confirming all that such attorneys-in-
fact and agents or any of them, or their or his substitutes or substitute,
lawfully may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ JAMES F. LYNCH Chairman of the Board, December 30, 1996
James F. Lynch Chief Executive
Officer and Director
/s/ BARRY S. MAJOR Executive Vice President- December 30, 1996
Barry S. Major Finance, and Chief Financial
Officer and Secretary
(Principal Financial Officer)
/s/ DONALD J. VRANA Vice President and Controller December 30, 1996
Donald J. Vrana (Principal Accounting Officer)
/s/ KELVIN C. BERENS Director December 30, 1996
Kelvin C. Berens
/s/ BILL L. FAIRFIELD Director December 30, 1996
Bill L. Fairfield
/s/ HENK P. KRUITHOF Director December 30, 1996
Henk P. Kruithof
/s/ GEORGE J. KUBAT Director December 30, 1996
George J. Kubat
<PAGE>
EXHIBIT INDEX
Page Number
In Sequential
Numbering
Exhibit System
No.
(1) 4.1 Amended and Restated Articles of Incorporation of
SITEL Corporation. N/A
(2) 4.1(a) Articles of Amendment filed September 10, 1996 to
the Amended and Restated Articles of Incorporation N/A
(1) 4.2 Amended and Restated Bylaws of SITEL Corporation. N/A
(1) 4.3 Form of General Voting Agreement. N/A
(1) 4.4 SITEL Corporation Stock Option Plan for Replacement
of Existing Options. N/A
(1) 4.5 SITEL Corporation Stock Option Plan for Replacement
of EEBs. N/A
(3) 4.6 Amended and Restated SITEL Corporation 1995 Employee
Stock Option Plan. N/A
(1) 4.7 SITEL Corporation 1995 Non-Employee Directors Stock
Option Plan. N/A
5.1 Opinion of Abrahams, Kaslow & Cassman regarding
legality of Common Stock being registered. N/A
(4) 10.9 Form of Indemnification Agreement between SITEL
Corporation and its Outside Directors. N/A
(5) 10.10 Form of Indemnification Agreement between
SITEL Corporation and its Executive Officers. N/A
23.1 Consent of Coopers & Lybrand L.L.P. 12
23.2 Consent of Abrahams, Kaslow & Cassman (included in Exhibit 5.1).
23.3 Consent of KPMG. 14
23.4 Consent of Arthur Andersen. 16
23.5 Consent of Arthur Andersen L.L.P. 18
24.1 Power of Attorney (included on signature page).
_________________________
(1) Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 hereto were
previously filed as Exhibits 3.1, 3.4, 9.1, 10.1, 10.2,
10.3 and 10.4, respectively, to the Registration Statement of
SITEL Corporation on Form S-1 (Registration No. 33-91092) and are
incorporated herein by this reference.
(2) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-3 (Registration No. 333-13403) and
incorporated herein by this reference.
(3) Previously filed as Appendix B to the Registrant's Proxy Statement
for the annual meeting of stockholders filed on September 27,
1996.
(4) Previously filed as an exhibit to the Form 10-Q Quarterly Report
of SITEL Corporation for the period ended August 31, 1995, and
incorporated herein by this reference.
(5) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-8 (Registration No. 33-99434) and incorporated
herein by this reference.
<PAGE>
EXHIBIT 5.1
OPINION OF ABRAHAMS, KASLOW & CASSMAN REGARDING LEGALITY
OF COMMON STOCK BEING REGISTERED
<PAGE>
December 30, 1996
SITEL Corporation
13215 Birch Street
Omaha, Nebraska 68164
Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by SITEL Corporation (the "Company") with the Securities
and Exchange Commission in connection with the registration of 7,000,000 shares
of the Common Stock, $.001 par value per share, of the Company (the "Shares")
under the Securities Act of 1933, as amended.
We also have examined the Amended and Restated SITEL Corporation 1995
Employee Stock Option Plan (the "Stock Option Plan") incorporated by reference
into the Registration Statement and such corporate records, certificates and
other documents as we deemed relevant and appropriate.
It is our opinion that, when sold in accordance with the terms of the Stock
Option Plan, the Shares will be legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in Item 5 of the Registration
Statement.
Very truly yours,
ABRAHAMS, KASLOW & CASSMAN
<PAGE>
EXHIBIT 23.1
CONSENT OF COOPERS & LYBRAND L.L.P.<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. 33- ) of our reports dated August 2, 1996 on our audits of
the consolidated financial statements and the financial statement schedule of
SITEL Corporaiton and Subsidiaries as of May 31, 1996 and 1995 and for each of
the three years in the period ended May 31, 1996, which reports are included in
the Company's Annual Report on Form 10-K for the year ended May 31, 1996.
COOPERS & LYBRAND L.L.P.
Omaha, Nebraska
December 20, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF KPMG
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
SITEL Corporation on Form S-8 of our report dated March 29, 1996, with respect
to the consolidated balance sheets of SITEL Europe plc (formerly Mitre plc) as
of December 31, 1994 and 1995 and the related consolidated profit and loss
accounts and cash flow statements for each of the years in the three year period
ended December 31, 1995, incorporated by reference in the Form 8-K of SITEL
Corporation dated September 18, 1996, which report appears in the Proxy
Statement of SITEL Corporation dated July 29, 1996.
KPMG
Chartered Accountants
Registered Auditors
Birmingham, England
December 18, 1996
<PAGE>
EXHIBIT 23.4
CONSENT OF ARTHUR ANDERSEN<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
SITEL Corporation on Form S-8 of our report dated June 24, 1996 on our audit of
the financial statements of Teleaction, S.A. as of December 31, 1994 and 1995,
incorporated by reference in the amendment to Form 8-K of SITEL Corporation for
June 12, 1996 which was filed on August 23, 1996, which report appeared in and
was incorporated by reference from page 53 of the Proxy Statement of SITEL
Corporation filed July 29, 1996.
ARTHUR ANDERSEN
Madrid, Spain
December 16, 1996
<PAGE>
EXHIBIT 23.5
CONSENT OF ARTHUR ANDERSEN L.L.P.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement of SITEL Corporation on Form S-8, to be
filed on or about December 23, 1996, of our report dated April 1, 1996 on our
audit of the financial statements of National Action Financial Services, Inc. as
of December 31, 1995 and for the year then ended, incorporated by reference in
the amendment to Form 8-K of SITEL Corporation for June 28, 1996 which was filed
on August 30, 1996, which report appeared in and was incorporated by reference
from page F-82 of the Proxy Statement of SITEL Corporation filed July 29, 1996.
It should be noted that we have not audited any financial statements of the
Company subsequent to December 31, 1995 or performed any audit procedures
subsequent to the date of our report.
ARTHUR ANDERSEN L.L.P.
Atlanta, Georgia
December 20, 1996
