SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended May 31, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _________ to _________
Commission File Number 0-26152
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
(402) 498-6810
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
____________________________________________
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
____________________________________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of August 15, 1996, was $379,641,296 based upon the
closing bid price of $33.50 for such stock as quoted by the
Nasdaq Stock Market on such date. Solely for purposes of this calculation,
persons holding of record more than 5% of the Company's stock have been
included as "affiliates".
As of August 15, 1996, the Company had 20,054,646 shares of Common Stock
outstanding.
Documents Incorporated by Reference:Portions of the registrant's
definitive proxy statement for the annual meeting of stockholders to be
held on October 29, 1996, are incorporated into Part III.
This 10-K/A consists of 5 pages.
The registrant hereby amends Part IV, Item 14(a)(3) of its Form 10-K filed for
the fiscal year ending May 31, 1996 to include the Financial Data Schedule
as Exhibit 27. As amended, Part IV, Item 14(a)(3) reads as follows:
3. EXHIBITS. The following Exhibits are filed as part of, or are
incorporated by reference into, this Form 10-K:
(1) 3.1 Amended and Restated Articles of Incorporation of SITEL Corporation.
(1) 3.4 Amended and Restated Bylaws of SITEL Corporation.
(1) 4.2 Specimen Common Stock Certificate.
(1) 9.1 Form of General Voting Agreement.
(1) 9.2 Form of Voting Agreement with World Investments, Inc.
(1) 10.1 SITEL Corporation Stock Option Plan for Replacement of Existing
Options.
(1) 10.2 SITEL Corporation Stock Option Plan for Replacement of EEBs.
(1) 10.3 SITEL Corporation 1995 Employee Stock Option Plan.
(1) 10.4 SITEL Corporation 1995 Non-Employee Directors Stock Option Plan.
(1) 10.5 SITEL Corporation Executive Wealth Accumulation Plan.
(1) 10.6 Employment Agreement with James F. Lynch.
(1) 10.7 Employment Agreement with Michael P. May.
(1) 10.8 Form of Right of First Refusal.
(2) 10.9 Form of Indemnification Agreement with Outside Directors.
(3) 10.10 Form of Indemnification Agreement with Executive Officers.
21 Subsidiaries
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on signature page).
27 Financial Data Schedule
_________________________
(1) Previously filed as an exhibit to Registration Statement of SITEL
Corporation on Form S-1 (Registration No. 33-91092) and incorporated
herein by this reference.
(2) Previously filed as an exhibit under the same exhibit number to
the Company's Form 10-Q for the quarter ended August 31, 1995.
(3) Previously filed as an exhibit under the same exhibit number to
the Company's Registration Statement on S-8 (33-99434).
The registrant hereby amends the Exhibit Index of its Form 10-K filed for the
fiscal year ending May 31, 1996 to include the Financial Data Schedule as
Exhibit 27. As amended, the Exhibit Index reads as follows:
EXHIBIT INDEX
Page Number
In Sequential
Numbering
Exhibit System
(1) 3.1 Amended and Restated Articles of Incorporation of SITEL
Corporation. N/A
(1) 3.4 Amended and Restated Bylaws of SITEL Corporation. N/A
(1) 4.2 Specimen Common Stock Certificate. N/A
(1) 9.1 Form of General Voting Agreement. N/A
(1) 9.2 Form of Voting Agreement with World Investments, Inc. N/A
(1) 10.1 SITEL Corporation Stock Option Plan for Replacement of Existing
Options. N/A
(1) 10.2 SITEL Corporation Stock Option Plan for Replacement of EEBs. N/A
(1) 10.3 SITEL Corporation 1995 Employee Stock Option Plan. N/A
(1) 10.4 SITEL Corporation 1995 Non-Employee Directors Stock Option Plan.
N/A
(1) 10.5 SITEL Corporation Executive Wealth Accumulation Plan. N/A
(1) 10.6 Employment Agreement with James F. Lynch. N/A
(1) 10.7 Employment Agreement with Michael P. May. N/A
(1) 10.8 Form of Right of First Refusal. N/A
(2) 10.9 Form of Indemnification Agreement with Outside Directors. N/A
(3) 10.10 Form of Indemnification Agreement with Executive Officers. N/A
21 Subsidiaries 47
23.1 Consent of Coopers & Lybrand L.L.P. 49
24.1 Power of Attorney (included on signature page).
27 Financial Data Schedule 50
_________________________
(1) Previously filed as an exhibit to Registration Statement of SITEL
Corporation on Form S-1 (Registration No. 33-91092) and incorporated
herein by this reference.
(2) Previously filed as an exhibit under the same exhibit number to the
Company's Form 10-Q for the quarter ended August 31, 1995.
(3) Previously filed as an exhibit under the same exhibit number to the
Company's Registration Statement on S-8 (33-99434).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: December 26, 1996 SITEL Corporation
By: /s/ Michael P. May
Michael P. May
President
EXHIBIT 27
This Schedule contains summary financial information extracted from
the consolidated condensed balance sheets and consolidated condensed
statements of income found on pages F-3 and F-4 of the Company's Form 10-K
for the year, and is qualified in its entirety by reference to such
financial statements.
Period 12-mos
Fiscal Year End May 31, 1996
Period End May 31, 1996
Cash 4,713,994
Securities 42,569,744
Receivables 28,744,997
Allowances 673,241
Inventory 0
Current Assets 78,146,619
PP&E 18,048,692
Depreciation 0
Total Assets 116,496,327
Current Liabilit 10,167,307
Bonds 0
Preferred-Mandatory 0
Preferred 0
Common 18,647
Other SE 104,714,871
Total Liability and Equity 116,496,327
Sales 140,258,707
Total Revenues 140,258,707
CGS 126,689,068
Total Costs 126,689,068
Other Expenses 0
Loss Provision 0
Interest Expense 0
Income Pretax 14,554,406
Income Tax 5,188,383
Income Continuing 9,366,023
Discontinued 0
Extraordinary 0
Changes 0
Net Income 9,366,023
EPS - Primary .43
EPS Diluted .43
