<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or
/X/ 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended August 31, 1996
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)
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
As of October 2, 1996, the Company had 29,351,508 shares of Common Stock
outstanding.
This 10-Q consists of 15 pages. The Exhibit Index is on page 14.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
SITEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
August 31, 1996 and May 31, 1996
ASSETS
August 31, May 31,
1996 1996
----------- -----------
(unaudited) (restated)
Current assets:
Cash and cash equivalents........................ $ 6,185,326 $ 5,347,646
Trade accounts receivable (net of allowance for
doubtful accounts of $ 485,826
and $ 673,241, respectively).................. 47,242,040 29,293,780
Marketable securities............................ 10,888,595 42,569,744
Prepaid expenses................................. 2,364,451 681,808
Recoverable income taxes......................... --- 117,905
Other............................................ 2,139,288 1,515,801
Deferred income taxes............................ 446,576 557,700
----------- -----------
Total current assets..................... 69,266,276 80,084,384
----------- -----------
Property and equipment, net........................ 26,818,580 19,502,017
Deposits and other assets.......................... 2,349,371 1,362,185
Loans receivable from related parties.............. 339,963 339,963
Goodwill........................................... 30,160,882 5,908,133
Deferred income taxes.............................. 11,556,628 12,810,305
----------- -----------
Total assets............................. $140,491,700 $120,006,987
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable - bank.............................. $ 495,422 $ 206,500
Current portion of long-term debt and
capitalized lease obligations.................. 741,760 172,086
Trade accounts payable........................... 3,160,641 3,337,577
Income taxes payable............................. 999,768 ---
Note payable - related parties................... --- 165,000
Accrued wages, salaries and bonuses.............. 5,956,475 6,399,982
Other accrued expenses........................... 4,378,446 1,436,922
Customer deposits and other...................... 71,064 86,510
----------- -----------
Total current liabilities................ 15,803,576 11,804,577
----------- -----------
Long-term debt and capitalized lease
obligations, net of current portion.............. 5,253,889 891,973
Note payable to related party...................... 7,253,636 ---
Deferred revenue................................... 1,327,881 500,000
Deferred compensation.............................. 1,407,058 970,753
Minority interest.................................. 156,863 ---
Commitments and contingencies
Stockholders' equity:
Common stock, voting, $.001 par value,
50,000,000 shares authorized, 20,110,808 and
20,018,432 shares issued and outstanding,
respectively................................... 20,110 20,018
Paid-in capital.................................. 109,096,786 107,676,547
Currency exchange adjustment..................... 199,904 10,277
Retained earnings (deficit)...................... (28,003) (1,846,604)
----------- -----------
Total stockholders' equity............... 109,288,797 105,839,684
----------- -----------
Total liabilities and stockholders'
equity................................. $140,491,700 $120,006,987
----------- -----------
----------- -----------
The accompanying notes are an integral part of the consolidated condensed
financial statements
2
<PAGE>
SITEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED AUGUST 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months ended
-----------------------------------
August 31, 1996 August 31, 1995
--------------- ---------------
(restated)
<S> <C> <C>
Revenues.............................................. $ 58,069,874 $ 31,887,743
------------- -------------
Operating expenses:
Cost of services................................... 30,515,302 17,125,226
Division selling, general and administrative
expenses......................................... 19,847,958 10,156,014
Corporate general and administrative
expenses......................................... 2,695,233 1,639,011
------------- -------------
Total operating expenses.................... 53,058,493 28,920,251
------------- -------------
Operating income ........................... 5,011,381 2,967,492
------------- -------------
Other income (expense)
Merger transaction costs .......................... (545,670) ---
Other ............................................. 38,255 123,615
------------- -------------
Total other income (expense)............... (507,415) 123,615
Minority interest ................................. 4,578 ---
------------- -------------
Income before income taxes.................. 4,499,388 3,091,107
------------- -------------
Income tax expense ................................ 1,695,269 1,024,462
------------- -------------
Net income ........................................ $ 2,804,119 $ 2,066,645
------------- -------------
------------- -------------
Per share amounts:
Earnings per common and common
equivalents share................................ $ 0.11 $ 0.09
------------- -------------
------------- -------------
Weighted average common and common
equivalent shares outstanding.................... 25,620,806 21,887,692
------------- -------------
------------- -------------
</TABLE>
The accompanying notes are an integral part of the consolidated
condensed financial statements.
3
<PAGE>
SITEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 31, 1996 AND 1995
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-------------------------------------
August 31, 1996 August 31, 1995
------------------- ----------------
(restated)
<S> <C> <C>
Net cash provided by operating activities. . . . . . . . . $ 2,078,104 $ 6,503,077
----------- -----------
Cash flows from investing activities:
Purchases of property and equipment. . . . . . . . . . (7,085,411) (1,578,995)
Acquisition of subsidiary. . . . . . . . . . . . . . . (24,893,145) ---
Investments in marketable securities . . . . . . . . . --- (12,938,802)
Sale of marketable securities. . . . . . . . . . . . . 31,863,758 ---
Advances on loans receivable from related parties. . . --- (43,699)
Changes in other assets. . . . . . . . . . . . . . . . (1,201,268) (438,511)
----------- -----------
Net cash used in investing activities . . . . . . (1,316,066) (15,000,007)
----------- -----------
Cash flows from financing activities:
Borrowings on note payable - bank. . . . . . . . . . . 13,587,000 2,610,000
Repayments of note payable - bank. . . . . . . . . . . (13,298,078) (5,835,589)
Borrowing of long-term debt . . . . . . . . . . . . . 419,596 ---
Repayment of long-term debt and capitalized lease
obligations. . . . . . . . . . . . . . . . . . . . . (587,750) (6,337,887)
Repayment of note payable to related party . . . . . . --- (492,388)
State incentive credits received . . . . . . . . . . . --- 800,000
Dividends . . . . . . . . . . . . . . . . . . . . . . --- (7,500)
Common stock issued in public offerings,
net of expenses. . . . . . . . . . . . . . . . . . . 92 23,214,857
----------- -----------
Net cash provided by financing activities . . . . 120,860 13,951,493
Effect of exchange rate changes on cash. . . . . . . . . . (45,218) ---
----------- -----------
Net increase in cash. . . . . . . . . . . . . . . 837,680 5,454,563
----------- -----------
Cash and cash equivalents, beginning of period . . . . . . 5,347,646 2,024,194
Cash and cash equivalents, end of period . . . . . . . . . $ 6,185,326 $ 7,478,757
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of the consolidated
condensed financial statements.
4
<PAGE>
SITEL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. GENERAL:
The consolidated condensed financial statements at August 31, 1996 and for the
three months then ended are unaudited and reflect all normal and recurring
adjustments which are, in the opinion of management, necessary for a fair
presentation of the financial position, operating results, and cash flows for
the interim periods. The consolidated condensed financial statements should be
read in conjunction with the consolidated financial statements and notes
thereto, together with management's discussion and analysis of financial
condition and results of operations, contained in the Company's Form 10-K for
the year ended May 31, 1996. The results of operations for the three months
ended August 31, 1996 are not necessarily indicative of the results for the
entire fiscal year ending May 31, 1997.
Where appropriate, items within the consolidated condensed financial statements
have been reclassified from the previous periods to conform to the current
year's presentation.
2. EARNINGS PER SHARE:
Earnings per share attributable to common shareholders has been computed using
the weighted average number of common and common equivalent shares outstanding:
Three Months Ended
------------------
(unaudited)
8/31/96 8/31/95
------- -------
(Restated)
Common stock 20,050,783 15,920,694
Common stock equivalents-
stock options 5,570,023 5,966,998
---------- ----------
25,620,806 21,887,692
---------- ----------
---------- ----------
Pursuant to Securities and Exchange Commission Staff Accounting Bulletin No. 83,
options to purchase common stock granted with exercise prices below the initial
public offering price per share during the 12 months preceding the date of the
initial filing of the Registration Statement for the Company's initial public
offering are included in the calculation of common equivalent shares, using the
treasury stock method, as if they were outstanding for all periods presented.
3. ACQUISITIONS:
In June, 1996, the Company completed the acquisition of National Action
Financial Services, Inc. ("NAFS"), a credit collections and accounts receivable
management company. The Company issued approximately 1.4 million common shares
in exchange for all of the outstanding NAFS common stock and incurred $545,670
of merger transaction costs. The transaction was accounted for as a pooling of
interests. As a result, the condensed financial statements for the three months
ended August 31, 1995, and as of May 31, 1996 have been restated to include the
financial position and results of operations of
5
<PAGE>
SITEL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
3. ACQUISITIONS (CONTINUED):
NAFS. The following table presents summary information regarding the separate
results of operations of the Company and NAFS for the three months ended August
31, 1995 as previously reported in the case of the Company.
SITEL CORPORATION
SITEL CORPORATION NAFS AS RESTATED
----------------- ---- -----------
Revenues $30,745,213 $1,142,530 $31,887,743
Net Income $ 1,905,794 $ 160,851 $ 2,066,645
Earnings per share $ 0.09 $ --- $ 0.09
In June, 1996, the Company completed the acquisition of a 69.2% interest in
Teleaction, S.A. ("Teleaction") a Spanish teleservicing company. The Company
paid approximately $25 million in cash for a 69.2% interest and will acquire the
remaining 30.8% of Teleaction in 1998 for a minimum purchase price of
approximately $11 million and an additional contingent purchase price which is
based upon Teleaction's profitability in 1996 and 1997. The Company has
accounted for the acquisition as a purchase, has recorded the minimum obligation
and consolidated 100% of Teleaction's operations since the date of acquisition.
The excess purchase price over the fair values of the net assets acquired was
$23.9 million which is being amortized over 25 years.
The results of operations of Teleaction for the three months ended August 31,
1996 have been included in the condensed financial statements. The following
unaudited pro forma information shows the results of the Company as though the
Teleaction acquisition occurred on June 1, 1995. These results include certain
adjustments, and do not necessarily indicate future results, nor the results of
historical operations had the acquisitions actually occurred on the assumed
date.
Three Months Ended
------------------
8-31-95
-------
Revenues $37,880,990
Net income $ 2,245,498
Earnings per share $ .10
4. SUBSEQUENT EVENT:
In September, 1996 the Company's shareholders approved a share purchase
agreement between the Company and Mitre plc ("Mitre"), an English teleservicing
company. Under this agreement the Company issued approximately 9.2 million
shares of common stock in exchange for all the outstanding Mitre common stock.
The Company will account for this transaction as a pooling of interests.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
SITEL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
THREE MONTHS ENDED AUGUST 31, 1996 AND 1995
(unaudited)
The following table sets forth certain financial data and the percentage of
total revenues of the Company for the periods indicated. All amounts are in
thousands.
<TABLE>
<CAPTION>
THREE MONTHS ENDED AUGUST 31,
------------------------------------------------------
1996 1995
------------------------ --------------------------
(restated)
<S> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . $ 58,070 100.0% $ 31,888 100.0%
------------------------ --------------------------
Operating expenses:
Cost of services . . . . . . . . . . . . . . . . . . . 30,515 52.5% 17,125 53.7%
Division selling, general and administrative
expenses . . . . . . . . . . . . . . . . . . . . . . 19,848 34.2% 10,156 31.8%
Corporate general and administrative
expenses . . . . . . . . . . . . . . . . . . . . . . 2,695 4.6% 1,639 5.1%
------------------------ --------------------------
Total operating expenses. . . . . . . . . . . . . 53,058 91.3% 28,920 90.6%
------------------------ --------------------------
Operating income. . . . . . . . . . . . . . . . . 5,012 8.7% 2,968 9.4%
------------------------ --------------------------
Other income (expense)
Merger transaction costs . . . . . . . . . . . . . . . (546) (0.9%) --- 0.0%
Other. . . . . . . . . . . . . . . . . . . . . . . . . 38 0.1% 124 0.4%
------------------------ --------------------------
Other income (expense) . . . . . . . . . . . . . . . . . . (508) (0.9%) 124 0.4%
Minority interest. . . . . . . . . . . . . . . . . . . . . 5 0.0% 0 0.0%
------------------------ --------------------------
Income before income taxes. . . . . . . . . . . . 4,499 7.8% 3,092 9.8%
------------------------ --------------------------
Income tax expense . . . . . . . . . . . . . . . . . . . . 1,695 2.9% 1,024 3.2%
------------------------ --------------------------
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 2,804 4.9% $ 2,068 6.6%
------------------------ --------------------------
------------------------ --------------------------
</TABLE>
7
<PAGE>
SITEL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
THREE MONTHS ENDED AUGUST 31, 1996 AND 1995
ACQUISITIONS:
In June, 1996, the Company completed the acquisition of National Action
Financial Services, Inc. ("NAFS"), a credit collections and accounts receivable
management company. The Company issued approximately 1.4 million common shares
in exchange for all of the outstanding NAFS common stock. The transaction was
accounted for as a pooling of interests.
In June, 1996, the Company completed the acquisition of a 69.2% interest in
Teleaction, S.A. ("Teleaction") a Spanish teleservicing company. The Company
paid approximately $25 million in cash for a 69.2% interest and will acquire the
remaining 30.8% of Teleaction in 1998 for a minimum purchase price of
approximately $11 million and an additional contingent purchase price which is
based upon Teleaction's profitability in 1996 and 1997. The Company has
accounted for the acquisition as a purchase.
In September, 1996 the Company's shareholders approved a share purchase
agreement between the Company and Mitre plc ("Mitre"), an English teleservicing
company. Under this agreement, the Company will issue approximately 9.2 million
shares of common stock in exchange for all the outstanding Mitre common stock.
The Company will account for this transaction as a pooling of interests.
REVENUES:
Revenues increased $26.1 million, or 82.1%, to $58.0 million in the first
quarter of fiscal 1997 from $31.9 million in the comparable period of fiscal
1996. Of this increase $10.8 million was attributable to services initiated for
new clients and $15.3 million to higher revenues from existing clients. The
growth in new client revenue related primarily to recent acquisitions, while the
majority of the revenue increase from existing customers related to continued
growth in the telecommunication sector.
COST OF SERVICES:
Cost of services represents labor and telephone expenses directly related to
teleservicing activities. As a percentage of revenues, cost of services was
52.5% for the first quarter of fiscal 1997; the percentage for the comparable
period of 1996 was 53.7%. The majority of this decrease related to lower
direct labor costs for service representatives hired for new operations
outside of the Omaha labor market with lower prevailing hourly wage rates.
DIVISION SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Division selling, general and administrative expenses include all expenses which
directly support divisional operations such as each division's management,
facilities expenses including rent, utilities and taxes, equipment depreciation
and maintenance expenses, sales and marketing activities and client support
services. These expenses increased $9.6 million, or 95.4%, to $19.8 million in
the first quarter of fiscal 1997 from $10.2 million in the comparable period
of fiscal 1996.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION
THREE MONTHS ENDED AUGUST 31, 1996 AND 1995
DIVISION SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (CONTINUED):
This increase was primarily a result of increased expenses required to support
increased calling volumes. Including the acquisitions, the Company has added
18 new call centers since the first quarter of fiscal year 1996. As a
percentage of revenue, these expenses increased from 31.8% to 34.2% in fiscal
year 1997. The percentage increase primarily related to non-recurring expenses
associated with acquisitions and start-up expenses at new facilities.
CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES:
Corporate general and administrative expenses represent the cost of central
services the Company provides to support and manage its divisional activities.
These expenses include senior corporate management, accounting and payroll,
general administration, human resources management and legal services.
Corporate general and administrative expenses increased $1.1 million, or 64.4%
to $2.7 million in the first quarter of fiscal 1997 from $1.6 million in the
comparable period of fiscal 1996. As a percentage of revenues, these expenses
decreased to 4.6% in the first quarter of fiscal 1997 from 5.1% in the
comparable period of fiscal 1996. This decrease was attributable to an increase
in revenues without a commensurate increase in corporate overhead and reflects
synergies derived from the Company's growth strategy.
OPERATING INCOME:
Operating income increased $2.0 million, or 68.9%, to $5.0 million in the
first quarter of fiscal 1997 from $3.0 million in the comparable period of
fiscal 1996. As a percentage of revenues, operating income decreased to 8.7%
in the first quarter of fiscal 1997 from 9.4% in the comparable period of fiscal
`1996. The decrease related primarily to non-recurring expenses associated with
the Company's recent acquisitions.
OTHER INCOME AND EXPENSE:
Merger transaction costs relate to the NAFS acquisition, which was accounted for
as a pooling of interests and include legal, accounting and other non-recurring
costs directly associated with the combination.
The other category includes interest income, interest expense and other items of
income and expense that cannot be attributed to a particular division. This
category decreased by $86,000 to $38,000 in the first quarter of fiscal 1997
from $124,000 in the comparable period of fiscal 1996. The primary reason for
the change related to a decrease in interest expense incurred by Teleaction.
NET INCOME:
The Company reported net income of $2.8 million, or 4.9% of revenues, in the
first quarter of fiscal 1997 compared to net income of $2.1 million, or 6.6% of
revenues, in the comparable period of fiscal 1996. The percentage decrease
related primarily to non-recurring expenses associated with the Company's recent
acquisition of NAFS. Earnings per share increased 16.0% to $0.11 in the first
quarter of fiscal 1997 from $0.09 in the comparable period of fiscal 1996.
9
<PAGE>
SITEL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION
THREE MONTHS ENDED AUGUST 31, 1996 AND 1995
LIQUIDITY:
Cash provided by operating activities was $2.1 million during the first three
months of fiscal 1997. This was the result of $6.2 million of net income before
depreciation and amortization and other non-cash charges and offset by a
$(4.1) million change in operating assets and liabilities. Cash used by
investing activities for the first three months of fiscal 1997 was $(1.3)
million, primarily related to capital expenditures and acquisitions offset by
the sale of marketable securities. Cash provided by financing activities for
the first three months of fiscal 1997 of $0.1 million primarily related to
the repayment of long-term debt and capital lease obligations.
10
<PAGE>
PART II--OTHER INFORMATION
Items 1, 2, 3.
Not Applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) DATE AND TYPE OF MEETING The Company held a Special Meeting of its
Stockholders on August 28, 1996.
(b) Not Applicable
(c) MATTERS VOTED UPON AND NUMBER OF VOTES CAST There were 16,941,508
shares of Common Stock represented at the special meeting in person or
by proxy. Two proposals were presented to the stockholders and both
proposals were approved. The voting on the proposals was as follows:
Proposal 1 (to approve the Share Purchase Agreement between the
Company and the stockholders of Mitre plc and the
transactions contemplated by such Share Purchase
Agreement, including the issuance by the Company
of 9,170,553 shares of Common Stock to the Mitre
stockholders):
16,889,150 votes for (approximately 84%)
6,780 votes against
6,840 votes abstained
Proposal 2 (authorization of an additional 150,000,000 shares of
undesignated capital stock, par value $0.001):
14,038,111 votes for (approximately 70%)
2,893,797 votes against
9,600 votes abstained
(d) Not Applicable
Item 5. OTHER INFORMATION.
On October 7, 1996, the Company announced a two-for-one forward stock split
of its Common Stock payable on October 21, 1996 to holders of record on
October 14, 1996.
11
<PAGE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
(1) 2.2 Stock Purchase Agreement dated June 12, 1996 regarding
acquisition of Tele-Action S.A.
(2) 2.3(a) Agreement and Plan of Reorganization dated June 6,
1996 regarding the acquisition of National Action
Financial Services, Inc.
(2) 2.3(b) Registration Rights Agreement dated June 28, 1996
between the Company and Michael W. Fletcher, as
Stockholders' Representative.
(3) 2.4(a) Amended and Restated Share Purchase Agreement dated
June 6, 1996, regarding acquisition of Mitre plc
(conformed copy including all amendments through
closing).
(4) 3.1(a) Articles of Amendment filed September 10, 1996 to the
Amended and Restated Articles of Incorporation.
27 Financial Data Schedule
_________________
(1) Incorporated by reference to the filing under the same
exhibit number with the Company's Form 8-K filed
June 27, 1996.
(2) Incorporated by reference to the filing under the same
exhibit number with the Company's Form 8-K filed
July 12, 1996.
(3) Incorporated by reference to the filing under the same
exhibit number with the Company's Form 8-K filed on
September 18, 1996.
(4) Incorporated by reference to the filing under exhibit number
4.1(a) with the Company's registration statement on Form S-3
filed October 3, 1996.
(b) REPORTS ON FORM 8-K. The Company filed the following reports on
Form 8-K during the quarter for which this report is filed.
1) The Form 8-K filed on June 21, 1996 reported the June
7, 1996 news release by the Company of the agreements to acquire
Mitre plc, Tele-Action, S.A. and National Action Financial
Services, Inc. under Items 5 (Other Events) and 7 (Financial
Statements and Exhibits).
2) The Form 8-K and amendment filed June 27, 1996 and
August 23, 1996, reported the acquisition of 69.2% of the
outstanding capital stock of Tele-Action, S.A. effective June
12, 1996 and reported Items 2 (Acquisition of Assets) and 7
(Financial Statements and Exhibits). The August 23, 1996
filing included the required financial statements for Tele-Action
S.A.
3) The Form 8-K and amendment filed July 12, 1996 and
August 30, 1996, reported the acquisition of 100% of the
outstanding stock of National Action Financial Services, Inc.
(NAFS) effective June 28, 1996 and reported Items 2 (Acquisition
of Assets) and 7 (Financial Statements and Exhibits). The
August 30, 1996 filing included the required financial statements
for NAFS.
12
<PAGE>
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: October 11, 1996 SITEL Corporation
By: /s/ James F. Lynch
-------------------------------------
James F. Lynch
Chairman of the Board
and Chief Executive Officer
By: /s/ Barry S. Major
-------------------------------------
Barry S. Major
Executive Vice-President and Chief
Financial Officer
(Principal Financial Officer)
13
<PAGE>
SITEL CORPORATION
EXHIBIT INDEX
FORM 10-Q AUGUST 31, 1996
--------- ---------------
Page Number
In Sequential
Numbering
Exhibit System
No. ---------
----
(1) 2.2 Stock Purchase Agreement dated June 12, 1996
regarding the acquisition of Tele-Action, S.A. N/A
(2) 2.3(a) Agreement and Plan of Reorganization dated June 6,
1996 regarding the acquisition of National Action
Financial Services, Inc. N/A
(2) 2.3(b) Registration Rights Agreement dated June 28, 1996
between the Company and Michael W. Fletcher, as
Stockholder's Representative. N/A
(3) 2.4(a) Amended and Restated Share Purchase Agreement
dated June 6, 1996, regarding acquisition of
Mitre plc (conformed copy including all amendments
through closing). N/A
(4) 3.1(a) Articles of Amendment filed September 10, 1996 to
the Amended and Restated Articles of Incorporation N/A
27 Financial Data Schedule 15
______________________
(1) Incorporated by reference to the filing under the same exhibit number
with the Company's report on Form 8-K filed June 27, 1996.
(2) Incorporated by reference to the filing under the same exhibit number
with the Company's report on Form 8-K filed July 12, 1996.
(3) Incorporated by reference to the filing under the same exhibit number
with Company's Form 8-K filed on September 18, 1996.
(4) Incorporated by reference to the filing under exhibit number 4.1(a)
with the Company's registration statement on Form S-3 filed October 3,
1996.
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED BALANCE SHEETS AND CONSOLIDATED CONDENSED STATEMENTS OF
INCOME FOUND ON PAGES 2 AND 3 OF THE COMPANY'S FORM 10-Q FOR THE YEAR-TO-DATE,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> MAY-31-1996
<CASH> 6,185,326
<SECURITIES> 10,888,595
<RECEIVABLES> 47,727,866
<ALLOWANCES> 485,826
<INVENTORY> 0
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0
0
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</TABLE>
