SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
SITEL CORPORATION
(Exact name of issuer as specified in charter)
Minnesota 47-0684333
(State of Incorporation or Organization)(IRS Employer Identification No.)
13215 Birch Street
Omaha, Nebraska 68164
(Address of principal executive offices)
(402) 498-6810
(Issuer's telephone number, including area code)
____________________________________________
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, $.001 par New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
(Title of Class) <PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
General
The Company is authorized to issue 200,000,000 shares, par value $.001,
of undesignated capital stock. Until otherwise designated by the Board of
Directors of the Company, all authorized shares are deemed to be Common Stock.
Common Stock
Subject to the prior rights of any outstanding preferred stock, each
outstanding share of Common Stock is entitled to participate equally in any
distribution of net assets made to the shareholders in liquidation of the
Company and is entitled to participate equally in dividends as and when
declared by the Board of Directors. There are no redemption, sinking fund,
conversion, or preemptive rights with respect to the shares of Common Stock.
All outstanding shares of Common Stock are fully paid and non-assessable.
Undesignated Stock
The Board of Directors of the Company generally has the power to issue
shares of capital stock without shareholder approval. The Board of Directors
is authorized to establish the rights, preferences and limitations of this
undesignated stock and to divide such shares into classes, with or without
voting rights. The ability of the Board of Directors to issue additional
shares could impede or deter an unsolicited tender offer or takeover proposal
regarding the Company. Shares of undesignated stock could be issued with
terms, provisions and rights which would make more difficult and, therefore,
less likely, a takeover of the Company not approved by the Board of
Directors. The rights of the holders of the Common Stock could be adversely
affected by the future issuance of undesignated stock.
Antitakeover Effects of Provisions of Articles of Incorporation, Bylaws and
Minnesota Law
Articles of Incorporation and Bylaws. The Company's Amended and Restated
Articles of Incorporation and Bylaws provide for a five member Board of
Directors to be elected to staggered one, two and three year terms, and
thereafter for successive three year terms, and that directors may only be
removed from office for cause upon a vote of two-thirds of the Common Stock
represented at a stockholders' meeting. The Articles and Bylaws also provide
that they may not be amended in certain respects except pursuant to the vote
of two-thirds of the Common Stock represented at a stockholders' meeting.
These provisions of the Articles of Incorporation and Bylaws could
discourage potential acquisition proposals and could delay or prevent a
change in control of the Company.
Sections 302A.671 and 302A.673 of the Minnesota Business Corporation Act.
The Company is governed by the provisions of Sections 302A.671 and 302A.673
of the Minnesota Business Corporation Act. These anti-takeover provisions
may eventually operate to deny stockholders the receipt of a premium for
their Common Stock. Sections 302A.671 basically provides that the shares of
a corporation acquired in a "control share acquisition" have no voting
rights unless voting rights are approved by the stockholders in a prescribed
manner. A "control share acquisition" is generally defined as an acquisition
of beneficial ownership of shares that would, when added to all other shares
beneficially owned by the acquiring person, entitle the acquiring person to
have voting power of 20% or more in the election of directors. Section
302A.673 prohibits a public corporation from engaging in a "business
combination" with an "interested shareholder" for a period of four years
after the date of the transaction in which the person became an interested
shareholder, unless the business combination is approved in a prescribed
manner. A "business combination" includes mergers, assets sales and other
transactions. An "interested shareholder" is a person who is the beneficial
owner of 10% or more of the corporation's voting stock. Reference is made to
the detailed terms of Sections 302A.671 and 302A.673 of the Minnesota
Business Corporation Act.
Item 2. Exhibits.
1. All exhibits required by Instruction II to Item 2 will be supplied
to the New York Stock Exchange.<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: December 13, 1996 SITEL CORPORATION
By: /s/ James F. Lynch
James F.Lynch, Chief Executive Officer
