SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
to
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)
SITEL Corporation Stock Option Plan
SITEL Corporation Stock Option Plan for Replacement of Existing Options
Amended and Restated SITEL Corporation 1995 Employee Stock Option Plan
SITEL Corporation 1995 Non-Employee Directors Stock Option Plan
(Full Titles of the Plans)
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 Plans:
As soon as practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering aggregate registration
registered registered (1) price per offering fee
share price
Common stock,
$.001 par 7,381,720 shares $ .0025 (2) $ 18,454 (2) $ 6.36
value (SOP)
Common stock,
$.001 par value
(SOP-Repl. of
Existing Options) 4,541,852 shares $ .0025 (2) $ 11,355 (2) $ 3.92
Common stock,
$.001 par value
(1995 Employee
SOP) 2,800,000 shares $ 6.625 (3) $ 18,550,000(3) $ 6,396.55
Common stock,
$.001 par value
(1995 Non-Empl.
Directors SOP) 120,000 shares $ 6.625 (3) $ 795,000 (3) $ 274.14
Total 14,843,572 shares $ .0025 (2) $ 19,374,809(2)(3) $ 6,680.97
$ 6.625 (3)
(1) The number of shares registered hereunder shall include any additional
shares made available under the plan because of adjustment in the 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 of 1933, as amended
(the "Securities Act") solely for purposes of calculating the registration fee.
The price is based upon the exercise price for the option shares.
(3) 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 November 14, 1995, as
reported on the National Association of Securities Dealers Automated Quotations
system.
This Post-Effective Amendment No. 2 to Form S-8 consists of 16 pages. The
Exhibit Index is on page 7.
<PAGE>
This Post-Effective Amendment No. 2 to Form S-8 (Registration No. 33-99434) is
filed in order to reflect the increased number of shares registered hereunder by
reason of an adjustment made in the shares available under the plans on account
of a two-for-one forward stock split paid on October 21, 1996 and certain other
matters.
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, and 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.
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.
* 10.10 Form 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.
23.6 Consent of Fuller Landau.
24.1 Power of Attorney (included on signature page).
_________________________
*Previously filed.
(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 of SITEL Corporation 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.
<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
Post-Effective Amendment No. 2 to the 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, for each 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 Post-
Effective Amendment No. 2 to 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(a) 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.
(4) 10.9 Form of Indemnification Agreement between SITEL
Corporation and its Outside Directors.
* 10.10 Form 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. 11
23.4 Consent of Arthur Andersen. 13
23.5 Consent of Arthur Andersen, L.L.P. 15
23.6 Consent of Fuller Landau. 17
24.1 Power of Attorney (included on signature page).
_________________________
*Previously filed.
(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.
<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 (File No. 33-99434) of our report dated March 29,
1996 with respect to the consolidated balance sheets of Mitre plc and
subsidiaries as of December 31, 1994 and 1995, and the related 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
September 27, 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 (File No. 33-99434) 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 F-53 of the
Proxy Statement of SITEL Corporation filed July 29, 1996.
ARTHUR ANDERSEN
Madrid, Spain
September 26, 1996
<PAGE>
EXHIBIT 23.5
CONSENT OF ARTHUR ANDERSEN L.L.P.<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we herebye consent to the incorporation by
reference in the Registration Statement of SITEL Corporation on Form S-8
(File No. 33-99434) 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
September 27, 1996
<PAGE>
EXHIBIT 23.6
CONSENT OF FULLER LANDAU
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
SITEL Corporation on Form S-8 (File No. 33-99434) of our report dated July 20,
1995 on our audit of the financial statements of C.T.C. Canadian Telephone
Corporation as at April 30, 1995 and for the year then ended and of our report
dated July 21, 1995 on our audit of the financial statements of 2965496 Canada
Inc. as at April 30, 1995 and for the year then ended, incorporated by reference
in the Form 8-K of SITEL Corporation for February 9, 1996 which was filed on
February 23, 1996, which reports appeared in and were incorporated by reference
from pages F-18 and F-26 of the Registration Statement of SITEL Corporation
(File No. 333-00260) filed January 12, 1996.
FULLER LANDAU
Chartered Accountants
Montreal, Quebec
September 24, 1996
