<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
SITEL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
MINNESOTA 47-0684333
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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)
JAMES F. LYNCH
CHIEF EXECUTIVE OFFICER
SITEL CORPORATION
13215 BIRCH STREET
OMAHA, NEBRASKA 68164
(402) 498-6810
(Name, Address, Including Zip Code, and Telephone Number of Agent for Service)
--------------------------
COPIES TO:
Teresa A. Beaufait
Abrahams, Kaslow & Cassman
8712 West Dodge Road, Suite 300
Omaha, Nebraska 68114
(402) 392-1250
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
AND FROM TIME TO TIME.
--------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.001 par.............. 822,708 Shares $43.375 $35,684,960 $12,305
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
[LOGO]
PROSPECTUS
822,708 SHARES
SITEL CORPORATION
COMMON STOCK
All shares of Common Stock of SITEL Corporation ("SITEL" or the "Company"),
$.001 par value per share (the "Shares"), offered hereby are being sold by
certain of the Company's stockholders (the "Selling Stockholders"). See "Selling
Stockholders". The Shares are traded on the Nasdaq Stock Market under the symbol
"SITL". On October 2, 1996, the last reported sale price for the Shares as
reported on the Nasdaq Stock Market was $45.50 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN ITEMS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
This Prospectus is applicable to the public sale of Shares by the Selling
Stockholders. The Shares offered hereby are being registered and will be
distributed pursuant to Rule 415 of the Securities Act of 1933, as amended. The
Selling Stockholders may offer or sell such Shares from time to time upon terms
determined by the market or in privately negotiated transactions.
The Company is not engaging an underwriter in connection with the shelf
registration or offering of these securities. The Company will incur the
expenses of the registration of the Shares offered hereby, including filing,
printing, legal, accounting and miscellaneous expenses. The Selling Stockholders
will pay any sales commissions to the broker-dealers through whom they effect
the sale of Shares.
This Prospectus is dated October , 1996.
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS AND
RELATED NOTES THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS. PROSPECTIVE
INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY. SEE "RISK FACTORS"
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CAREFULLY CONSIDERED IN
EVALUATING AN INVESTMENT IN THE SHARES.
THE COMPANY
SITEL Corporation ("SITEL" or the "Company") is a leader in providing
outsourced telephone-based customer service and sales programs on behalf of
large corporations worldwide. Four recent strategic business combinations--one
completed in the third quarter of fiscal 1996 and three completed after the
close of the fiscal year--have dramatically increased the scope and scale of
SITEL. Including these new businesses, SITEL's pro forma fiscal 1996 revenues
are in excess of $235 million. The Company now operates over 6,500 workstations
in 56 call centers in North America, Europe and Japan, and employs approximately
12,500 people. The Company already had significant expertise in the insurance,
telecommunications, financial services, and publishing industries. The
acquisitions provided SITEL with management experience and talent in four new
industries: technology, utilities, automotive, and consumer and industrial
goods. See "RECENT DEVELOPMENTS".
The Company was founded in 1985 by James F. Lynch, its Chief Executive
Officer. Mr. Lynch and the SITEL senior management team have over 80 years of
combined teleservicing experience. The Company is a Minnesota corporation with
its executive offices at 13215 Birch Street, Omaha, Nebraska 68164, and its
telephone number is (402) 498-6810.
THE OFFERING
The Shares offered hereby will be distributed pursuant to Rule 415 of the
Securities Act of 1933, which provides for a continuous offering and sale of the
Shares from time to time by the Selling Stockholders. The Shares which may be
offered by the Selling Stockholders were issued to the Selling Stockholders in a
private placement by the Company in exchange for all of the issued and
outstanding shares of the capital stock of National Action Financial Services,
Inc., a company which had been privately owned by the Selling Stockholders.
2
<PAGE>
RECENT DEVELOPMENTS
During fiscal year 1996, SITEL focused on several strategic business
combinations which were intended to position SITEL as a global leader in
teleservicing. One of these strategic combinations, the acquisition of C.T.C.
Canadian Telephone Corporation ("CTC"), was completed during fiscal 1996 and
three others, the acquisitions of Tele-Action, S.A. ("Teleaction"), National
Action Financial Services, Inc. ("NAFS"), and Mitre plc ("Mitre") were completed
after the close of the fiscal year.
SITEL acquired the assets of CTC in February 1996 for a purchase price,
including acquisition expenses, of approximately $4.2 million. Founded in 1993,
CTC (now SITEL Teleservices Canada, Inc.) provides teleservices for
long-distance carriers, principally Sprint Canada Inc., from four teleservicing
facilities located in Montreal, Quebec; Toronto, Ontario; Calgary, Alberta; and
Vancouver, British Columbia. For the fiscal year ended April 30, 1995, CTC had
revenues of approximately $6.3 million.
In June 1996, SITEL acquired a 69.2% interest in Teleaction for
approximately $24.2 million in cash. SITEL will acquire the remaining 30.8% of
Teleaction in 1998 for a minimum purchase price of $10.8 million and a
potentially higher purchase price based upon Teleaction's profitability in 1996
and 1997. Founded in 1985, Teleaction is a leading Spanish teleservicing company
with headquarters in Madrid, Spain and has over 100 active clients including
many leading Spanish corporations and government agencies as well as a number of
major international corporations. Teleaction operates from eight call centers,
as well as from certain of its clients' facilities, in Spain and Portugal,
primarily answering inbound customer service calls on behalf of its clients. For
the fiscal year ended December 31, 1995, Teleaction had revenues of
approximately $30.5 million.
SITEL acquired NAFS in June 1996 by issuing 1,371,226 shares of Common Stock
in exchange for all of the outstanding NAFS common stock. Founded in 1994, NAFS
is a financial services firm specializing in telephone-based accounts receivable
management services, collections, and unique customer services applications.
NAFS operates from two call centers in Atlanta, Georgia and Buffalo, New York,
providing services to more than 20 large corporations in the U.S., and has more
than 350 employees. For the fiscal year ended December 31, 1995, NAFS had
revenues of approximately $8.3 million.
In September 1996, SITEL issued 9,170,553 shares of Common Stock in exchange
for all of the outstanding Mitre ordinary shares. Mitre is a leader in providing
outsourced telephone-based customer service and sales programs on behalf of
large corporations in Europe. Mitre is the parent company for a number of
teleservicing businesses, including the predecessor company which was founded in
1985. Mitre operates three call centers in the United Kingdom and a fourth call
center in Belgium that have the capability to handle calls and respond to
electronic mail via the Internet in over 20 languages and dialects. In May,
1996, Mitre opened a fifth call center in Tokyo, Japan. Mitre has approximately
1,430 operational workstations in its five call centers and employs
approximately 3,400 people. For the fiscal year ended December 31, 1995, Mitre
had revenues of approximately $58.4 million.
RISK FACTORS
THE SHARES OFFERED HEREBY INVOLVE CERTAIN RISKS AND PROSPECTIVE INVESTORS
SHOULD CAREFULLY CONSIDER, AMONG OTHER FACTORS, THE FOLLOWING MATTERS BEFORE
PURCHASING THE SHARES REGISTERED IN THIS OFFERING.
RELIANCE ON MAJOR CLIENTS. A significant portion of SITEL's revenues is
derived from relatively few clients. The Company's 20 and ten largest clients
accounted for 83.2% and 64.1%, respectively, of the Company's revenues during
fiscal 1996, and most of the Company's contracts with these clients are
terminable upon short notice. In fiscal 1996, the Company's two largest clients
were Allstate Insurance Company and J.C. Penney Life Insurance Company which
represented 11.6% and 11.0%, respectively, of total revenues. The loss of one or
more of its major clients could have a materially adverse effect on the Company.
3
<PAGE>
DEPENDENCE ON INDUSTRIES SERVED. The Company's growth is dependent in large
part on continued demand for the Company's services from the industries served
by the Company. A significant downturn in the insurance, telecommunications,
financial services, publishing, technology, utilities, automotive, or consumer
and industrial goods industries could have a materially adverse effect on the
Company's business.
RISKS GENERALLY ASSOCIATED WITH ACQUISITIONS. An element of the Company's
growth strategy is to pursue strategic acquisitions domestically and
internationally that either expand or complement the Company's business. There
can be no assurance that the Company will be able to identify additional
acceptable acquisition candidates on terms favorable to the Company or in a
timely manner. Acquisitions involve a number of special risks, including the
diversion of management's attention to the assimilation of the operations and
personnel of the acquired companies, adverse short-term effects on the Company's
operating results, integration of financial reporting systems and the
amortization of acquired intangible assets. A substantial portion of the
Company's capital resources has been used for these acquisitions. The Company
may require additional debt or equity financing for future acquisitions, which
may not be available on terms favorable to the Company, if at all. There is also
no assurance that the Company can successfully integrate an acquired business
into the Company's business or that any acquired business can be operated
profitably by the Company. The Company's expansion into international markets
may involve additional risks relating to the integration of such international
acquisitions, as well as risks relating to currency exchange rates, new and
different legal and regulatory requirements, difficulties in staffing and
managing foreign operations, operating difficulties and other factors.
GOVERNMENT REGULATION. The teleservicing industry has become subject to an
increasing amount of federal and state regulation in the past five years. The
federal Telephone Consumer Protection Act of 1991 limits the hours during which
teleservicers may call consumers and prohibits the use of automated telephone
dialing equipment to call certain telephone numbers. The federal Telemarketing
and Consumer Fraud and Abuse Prevention Act of 1994 (the "TCFAPA") broadly
authorized the Federal Trade Commission (the "FTC") to issue regulations
prohibiting misrepresentations in telemarketing sales. The FTC's new
telemarketing sales rules prohibit misrepresentations of the cost, terms,
restrictions, performance or duration of products or services offered by
telephone solicitation and specifically address other perceived telemarketing
abuses in the offering of prizes and the sale of business opportunities or
investments. While the FTC's new rules have not caused the Company to alter its
operating procedures, no assurance can be given that additional federal or state
consumer-oriented legislation will not limit the teleservicing activities of the
Company or its clients or significantly increase the Company's costs of
regulatory compliance.
Several of the industries served by the Company are subject to varying
degrees of government regulation, particularly the insurance, financial services
and utilities industries. Although compliance with these regulations is
generally the responsibility of the Company's clients, the Company could be
subject to a variety of enforcement or private actions for its failure or the
failure of its clients to comply with such regulations. SITEL employees who sell
insurance products are required to be licensed by various state insurance
commissions and participate in regular continuing education programs which are
currently provided by the Company. This requires the Company to comply with the
extensive regulations of these state commissions, and changes in these
regulations could materially increase the Company's operating costs.
TELESERVICING INDUSTRY; POSSIBLE DECLINE IN EFFECTIVENESS OF
TELEMARKETING. The teleservicing industry has grown significantly in the last
ten years. Advances in new forms of direct marketing, such as the development of
interactive home shopping through television, computer networks and other media,
could have an adverse effect on the demand for telemarketing as a form of direct
sales. As the teleservicing industry continues to grow, telemarketing's
effectiveness as a direct marketing tool also may decrease as a result of
consumer saturation and increased consumer resistance to telemarketing
generally.
RISKS ASSOCIATED WITH MANAGING A GROWING BUSINESS. The Company has rapidly
expanded its operations in the past several years, domestically and
internationally, which has placed demands on its
4
<PAGE>
administrative, operational and financial resources. The planned continued
growth of the Company's client base and its services can be expected to continue
to place a significant strain on the Company's management and operations. The
Company's future performance and profitability will depend in part on its
ability to successfully implement enhancements to its management systems and to
adapt those systems, as necessary, to respond to changes in its business.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS. The Company has experienced
and expects to continue to experience quarterly variations in revenues and net
income as a result of many factors, including the timing of clients'
teleservicing campaigns and the commencement of new contracts, revenue mix and
the timing of additional selling, general and administrative expenses to support
new business. While the effects of seasonality on SITEL's business often are
obscured by the addition of new clients or new programs for existing clients,
the Company's business tends to be slower in the fiscal quarters ending in
February and August. The Company's planned operating expenditures are based on
revenue forecasts, and if revenues are below expectations in any given quarter,
operating results would likely be materially adversely affected.
DEPENDENCE ON LABOR FORCE. Teleservicing is very labor intensive and
characterized by high personnel turnover. Employees receive modest hourly wages
and many are part-time students or homemakers. There can be no assurance that
the Company's labor costs will not increase. Some of the Company's teleservicing
activities, particularly insurance product sales and inbound customer service,
require highly trained employees. A higher turnover rate among the Company's
employees would increase the Company's recruiting and training costs, and if the
Company were unable to recruit and retain a sufficient number of employees, it
would be forced to limit its growth or possibly curtail its operations. The
Company competes for qualified personnel with other teleservicing firms,
particularly in the Omaha area where many teleservicing firms are headquartered,
and periodically is required to pay premium hourly wages to attract and retain
personnel. There can be no assurance that the Company will be able to continue
to hire and retain a sufficient number of qualified personnel in the Omaha area
or elsewhere to support its planned growth.
RELIANCE ON TECHNOLOGY; COMPUTER SYSTEMS. SITEL's success is dependent in
part on its continued investment in sophisticated telecommunications and
computer technology, including universal workstations, predictive dialers,
automated call distributors and digital switches. The Company has invested
significantly in technology in order to maintain a competitive advantage and
anticipates that it will be necessary to continue to do so. There can be no
assurance that the Company will be successful in anticipating technological
changes or in selecting and developing new and enhanced technology on a timely
basis. In addition, the Company's business is highly dependent on its computer
and telecommunications equipment and software systems, the temporary or
permanent loss of which, through casualty or operating malfunction, could have a
materially adverse effect on the Company's business.
DEPENDENCE ON TELEPHONE SERVICE. The Company's business is materially
dependent upon service provided by various local and long distance telephone
companies. Rate increases imposed by these companies will increase the Company's
operating expenses and adversely affect its operating margins to the extent
SITEL is unable to pass through the increases to its clients. In addition, any
significant interruption in telephone service would adversely affect the
Company, and the inability of telephone companies to provide SITEL with greater
capacity would adversely affect the Company's growth.
COMPETITIVE AND FRAGMENTED INDUSTRY. The teleservicing industry is
extremely competitive and highly fragmented. The Company competes with numerous
independent teleservicing firms, some of which are as large or larger than
SITEL, as well as the in-house teleservicing operations of many of its clients
or potential clients. Also, the Company competes with direct mail, television,
radio and other advertising media. There can be no assurance that additional
competitors with greater resources than the Company will not enter the industry
or that the Company's clients will not choose to conduct internally more of
their teleservicing activities.
5
<PAGE>
DEPENDENCE ON KEY PERSONNEL. The Company is highly dependent on the efforts
of its senior management team, particularly James F. Lynch, Chief Executive
Officer, Michael P. May, President, Barry S. Major, Executive Vice President and
Chief Financial Officer, and Edward R. Taylor, Executive Vice President, as well
as the Presidents of its various divisions and the key managers of its newly
acquired subsidiaries, Mitre, Teleaction, and NAFS. The loss of the services of
any of these individuals could have a materially adverse effect on the Company.
Among these persons, the Company has employment contracts with only Messrs.
Lynch and May and the key managers of Mitre, Teleaction and NAFS. Mr. Lynch's
agreement is subject to a rolling three year term, Mr. May's agreement is
terminable at will, and the agreements with the key managers of Mitre,
Teleaction and NAFS are generally terminable either with notice or upon
specified events. As the Company continues to grow, it will need to recruit and
retain additional qualified management personnel.
CONTROL BY MANAGEMENT. Mr. Lynch beneficially owns (through direct
ownership or through a voting agreement granting Mr. Lynch the right to vote the
affected shares) approximately 25.1% of the Common Stock. Based on such voting
concentration, Mr. Lynch will continue to be able to exert significant influence
over the determination of the Company's corporate actions. If the former Mitre
stockholders as a group, who now own in the aggregate 31.3% of the outstanding
Common Stock, or Henk P. Kruithof in particular, who beneficially owns, directly
or indirectly, approximately 15.2% of the outstanding Common Stock, were to vote
with Mr. Lynch on certain stockholder matters, then they collectively likely
would be able to control such matters, which may have the effect of delaying or
preventing a change in control of the Company.
POTENTIAL VOLATILITY OF STOCK PRICE. The market price of the Common Stock
may be volatile and may be significantly affected by factors such as actual or
anticipated fluctuations in the Company's operating results, announcements of
new services by the Company or its competitors, developments with respect to
conditions and trends in the teleservicing industry or in the industries served
by the Company, governmental regulation, changes in estimates by securities
analysts of the Company's future financial performance, general market
conditions and other factors. In addition, the stock market has from time to
time experienced significant price and volume fluctuations that have adversely
affected the market prices of securities of companies for reasons unrelated to
their operating performance.
SHARES ELIGIBLE FOR FUTURE SALE. Sales of substantial amounts of Common
Stock after this offering could adversely affect the market price of the Common
Stock. Except for approximately 9.8 million shares of Common Stock issued in
connection with the acquisitions of Mitre and NAFS, substantially all of the
outstanding shares of the Company's Common Stock are currently eligible for
public sale. The Company also has registered the issuance of the shares of
Common Stock underlying all outstanding stock options. As of September 5, 1996,
options to purchase 512,265 shares are exercisable. The remaining options
covering 5,619,001 shares become exercisable at various times between late
October 1996 and August 2001.
UNDESIGNATED SHARES; ANTITAKEOVER CONSIDERATIONS. The Company's Amended and
Restated Articles of Incorporation authorize the issuance of 200 million
undesignated shares. The Company's Board of Directors has the authority to issue
any or all of the undesignated shares, including the authority to establish the
rights, preferences and classes of the undesignated shares, without shareholder
approval. The Company's Amended and Restated Bylaws also provide for the
staggered election of directors to serve for one, two and three year terms, and
for successive three year terms thereafter, subject to removal only for cause
upon the vote of not less than two-thirds of the shares of Common Stock
represented at a stockholders' meeting. Certain provisions of the Articles and
Bylaws may not be amended except by a similar two-thirds vote. In addition, the
Company is subject to certain antitakeover provisions of the Minnesota Business
Corporation Act. All of these provisions may, in certain circumstances, deter or
discourage takeover attempts and other changes in control of the Company not
approved by the Board of Directors.
6
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of Common Stock as of October 3, 1996 and as adjusted for the sale of
Shares offered hereby by each Selling Stockholder. Unless otherwise noted, each
person or group identified has sole voting and investment power with respect to
the Shares shown.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
OFFERING OFFERING
----------------------- SHARES ------------------------
NAME AND ADDRESS(1) NUMBER PERCENT OFFERED NUMBER PERCENT
- -------------------------------------------------------------- --------- ------------ --------- --------- -------------
<S> <C> <C> <C> <C> <C>
Michael W. Fletcher........................................... 633,288 2.2% 379,973 253,315 *
Walter J. Berthiaume.......................................... 422,195 1.4 253,317 168,878 *
Terrance W. Meder............................................. 59,971 * 35,983 23,988 *
Howard M. Gibbs............................................... 23,990 * 14,394 9,596 *
James P. Rich, Jr............................................. 20,125 * 12,075 8,050 *
Cordova Capital Partners, LP.................................. 19,240 * 11,544 7,696 *
ALFA Investors................................................ 15,392 * 9,235 6,157 *
Lewis M. Manderson............................................ 9,234 * 5,540 3,694 *
John M. Brilbeck.............................................. 7,695 * 4,617 3,078 *
Milton C. Vincent............................................. 7,695 * 4,617 3,078 *
Henry F. McGamish Jr. Revocable Trust......................... 7,695 * 4,617 3,078 *
Charles E. Adair.............................................. 5,771 * 3,463 2,308 *
William A. Williamson, Jr..................................... 5,771 * 3,463 2,308 *
Luisa T. Fernholz............................................. 3,847 * 2,308 1,539 *
Dunn Investment Company....................................... 3,847 * 2,308 1,539 *
John Musso.................................................... 3,847 * 2,308 1,539 *
Providence Capital Partners .................................. 3,847 * 2,308 1,539 *
Patrick S. Ryan............................................... 3,847 * 2,308 1,539 *
Young J. Boozer............................................... 3,077 * 1,846 1,231 *
AmSouth Bank NA as Trustee.................................... 2,307 * 1,384 923 *
FBO Tuscaloosa Ear Nose & Throat P.C. Money Purchase Plan --
James E. Shotts
John W. Kitchens.............................................. 1,923 * 1,154 769 *
Fairway Investments, Inc...................................... 1,923 * 1,154 769 *
Joseph P. Williams............................................ 1,923 * 1,154 769 *
John W. Durr.................................................. 1,923 * 1,154 769 *
H. Chester Boston, Jr......................................... 1,923 * 1,154 769 *
Robert S. Cowles.............................................. 1,923 * 1,154 769 *
Martha T. Dinos............................................... 1,923 * 1,154 769 *
William Spencer............................................... 1,923 * 1,154 769 *
James A. McLaughlin........................................... 1,923 * 1,154 769 *
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
OFFERING OFFERING
----------------------- SHARES ------------------------
NAME AND ADDRESS(1) NUMBER PERCENT OFFERED NUMBER PERCENT
- -------------------------------------------------------------- --------- ------------ --------- --------- -------------
<S> <C> <C> <C> <C> <C>
J. Edward Woods............................................... 1,923 * 1,154 769 *
W. Steven Brown............................................... 1,923 * 1,154 769 *
Johnny M. Johnson............................................. 1,923 * 1,154 769 *
C. Woody Browder.............................................. 1,923 * 1,154 769 *
Robert Garvy.................................................. 1,923 * 1,154 769 *
Lillie S. Axelrod............................................. 1,923 * 1,154 769 *
Joseph N. Saba................................................ 1,923 * 1,154 769 *
Clarence B. Bauknight......................................... 1,923 * 1,154 769 *
Elizabeth Brannan Hayes Qualified Marital Trust............... 1,923 * 1,154 769 *
William Carlisle.............................................. 1,923 * 1,154 769 *
Canterbury Trust FBO J. Daniel Troy IRA....................... 1,923 * 1,154 769 *
General Investments Partnership............................... 1,923 * 1,154 769 *
Brilliant Investments Partnership............................. 1,923 * 1,154 769 *
David W. Thames............................................... 1,923 * 1,154 769 *
C. Kemmons Wilson, Jr......................................... 1,923 * 1,154 769 *
Patrick E. Delaney............................................ 1,923 * 1,154 769 *
Fitzpatrick Associates........................................ 1,923 * 1,154 769 *
Roy C. Mallady, Jr............................................ 1,923 * 1,154 769 *
Julius E. Talton.............................................. 1,923 * 1,154 769 *
C. Delaine Mountain........................................... 1,538 * 923 615 *
William A. Hill, Jr........................................... 1,538 * 923 615 *
Lewis Manderson Jr. Foundation................................ 1,538 * 923 615 *
AmSouth Bank NA as Trustee.................................... 1,538 * 923 615 *
FBO Tuscaloosa Ear Nose & Throat P.C. Money Purchase Plan --
Dr. McCord
Max W. McCord Jr.............................................. 1,538 * 923 615 *
Dicks-Williams Joint Venture Partnership...................... 1,538 * 923 615 *
AmSouth Bank NA as Trustee.................................... 1,538 * 923 615 *
FBO Neurological Associates PC Tuscaloosa -- Moses Jones Sub
Money Purchase Pension Plan
Richard F. Condon............................................. 1,538 * 923 615 *
William W. Jessup............................................. 1,538 * 923 615 *
Peter A. Dames................................................ 1,538 * 923 615 *
William R. Battle III......................................... 1,538 * 923 615 *
Clinton O. Holdbrooks......................................... 1,538 * 923 615 *
Lorraine B. Dockery........................................... 1,538 * 923 615 *
Estate of H. Vann Waldrop..................................... 1,538 * 923 615 *
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
OFFERING OFFERING
----------------------- SHARES ------------------------
NAME AND ADDRESS(1) NUMBER PERCENT OFFERED NUMBER PERCENT
- -------------------------------------------------------------- --------- ------------ --------- --------- -------------
<S> <C> <C> <C> <C> <C>
Lynette Joel.................................................. 1,538 * 923 615 *
Helen Crump Wells............................................. 961 * 577 384 *
Robert D. Walter.............................................. 961 * 577 384 *
Jeff Kohn..................................................... 961 * 577 384 *
Walter Wayne Guy.............................................. 961 * 577 384 *
Robert E. Barnes.............................................. 961 * 577 384 *
Ronald C. Brown............................................... 961 * 577 384 *
Deborah R. Hillard............................................ 768 * 461 307 *
Smith Barney, Inc., FBO Lynn C. Koenemann, M.D., IRA.......... 768 * 461 307 *
Kenneth D. Glenn.............................................. 768 * 461 307 *
Steven J. Martin.............................................. 768 * 461 307 *
Nancy J. Highness............................................. 768 * 461 307 *
Charles R. Harmon............................................. 768 * 461 307 *
Allan R. Flam................................................. 768 * 461 307 *
Lawrence H. Garrett........................................... 768 * 461 307 *
Peoples Bank.................................................. 768 * 461 307 *
FBO Richard A. Moman SEP-IRA
Drake & Pierce Money Purchase & Profit Sharing Plans.......... 768 * 461 307 *
Melinda M. Mathews............................................ 768 * 461 307 *
Harry F. Burnette............................................. 768 * 461 307 *
Gerald F. Schmidt............................................. 768 * 461 307 *
Elbert E. Ponder Revocable Trust.............................. 768 * 461 307 *
Keith O. Holdbrooks........................................... 768 * 461 307 *
William P. Walker............................................. 768 * 461 307 *
Larry L. Hamel................................................ 768 * 461 307 *
Wendel E. Phillips MD PC Profit Sharing Plan.................. 768 * 461 307 *
Don Sentell................................................... 768 * 461 307 *
Karl Bauknight................................................ 768 * 461 307 *
Canterbury Trust FBO Christopher J. Valianos IRA.............. 768 * 461 307 *
Don B. Stout.................................................. 768 * 461 307 *
Thomas E. Dannemiller IRA..................................... 768 * 461 307 *
Rosenthal Tobin & Mulick...................................... 768 * 461 307 *
Atlanta Growth Investors II................................... 768 * 461 307 *
Donald L. Plunkett............................................ 768 * 461 307 *
Anthony Dinos................................................. 768 * 461 307 *
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
OFFERING OFFERING
----------------------- SHARES ------------------------
NAME AND ADDRESS(1) NUMBER PERCENT OFFERED NUMBER PERCENT
- -------------------------------------------------------------- --------- ------------ --------- --------- -------------
<S> <C> <C> <C> <C> <C>
Robert M. Stalnaker........................................... 768 * 461 307 *
David H. Flint................................................ 768 * 461 307 *
B. David Arrowood............................................. 768 * 461 307 *
Therus Kolff.................................................. 768 * 461 307 *
Canterbury Trust FBO Robert L. Carey IRA...................... 768 * 461 307 *
Prudential Securities Cust. Charles C. Chase IRA.............. 422 * 253 169 *
Prudential Securities Cust. Debbie A. Chase IRA............... 345 * 207 138 *
Paul R. DiBella............................................... 287 * 172 115 *
Cordova Capital Partners, L.P.-- Enhanced Appreciation 140 * 40 100 *
Canterbury Trust FBO Paul R. DiBella IRA...................... 95 * 57 38 *
</TABLE>
- ------------------------
* less than 1%
(1) The address of Messrs. Fletcher, Berthiaume, Meder and Gibbs is c/o National
Action Financial Services, Inc., 2877 Brandywine Road, Suite 300, Atlanta,
Georgia 30341. James P. Rich's address is c/o National Action Financial
Services, Inc., 105 Earhart Drive, Williamsville, N.Y. 14221. The address of
all other Selling Stockholders is c/o Cordova Capital Partners,
L.P.--Enhanced Appreciation, 3350 Cumberland Circle, Suite 970, Atlanta,
Georgia 30339 Attn: Ralph R. Wright. Messrs. Fletcher, Berthiaume, Meder,
Gibbs and Rich are employees of NAFS, a subsidiary of SITEL.
PLAN OF DISTRIBUTION
The Shares offered pursuant to this Prospectus will generally be sold by the
Selling Stockholders through securities broker-dealers in ordinary broker
transactions. It is expected that the broker-dealers will receive commissions
not in excess of the usual and customary broker's commissions. The Company is
not engaging an underwriter in connection with the shelf registration or
offering of these Shares.
The Selling Stockholders have advised the Company that the sale of the
Shares also may be effected directly to purchasers by the Selling Stockholders
acting as principals or through one or more brokers, dealers or agents from time
to time in one or more transactions otherwise than on any stock exchange or in
the over-the-counter market, or through the writing of options on, or settlement
of short sales of, the Shares. Any of such transactions may be effected at
market prices prevailing at the time of sale, at prices relating to such market
prices, at varying prices determined at the time of the sale, or at negotiated
or fixed prices, in each case determined by the Selling Stockholders or by
agreement between the Selling Stockholders and the brokers, dealers, agents or
purchasers. If the Selling Stockholders effect such transactions through
brokers, dealers or agents, such brokers, dealers or agents may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or commissions from the purchasers of Shares for whom they
act as agent.
DESCRIPTION OF CAPITAL STOCK
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. As of
September 5, 1996, there were 105 holders of record of the Company's Common
10
<PAGE>
Stock and approximately 445 holders of options to purchase Common Stock. As of
such date, 29,266,106 shares of Common Stock were outstanding and 6,131,266
shares were subject to outstanding options granted under the Company's stock
option plans.
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 stockholder 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, as amended, 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, asset 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.
11
<PAGE>
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer & Trust Company, New York, New York.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Abrahams, Kaslow & Cassman, Omaha, Nebraska. Members of the Abrahams,
Kaslow & Cassman firm directly hold a total of 8,200 shares of Common Stock.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Copies of reports, proxy statements and other
information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at Seven World Trade Center, 13th Floor, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and also
may be accessed electronically through the Web site (http://www.sec.gov)
maintained by the Commission. Copies of such materials also can be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549.
The Company's Common Stock is traded on the Nasdaq Stock Market under the
symbol SITL.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits filed or to be filed in
connection therewith, the "Registration Statement") under the Securities Act of
1933 (the "Securities Act") with respect to the Shares offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. The Registration Statement may be inspected and
copied at the public reference facilities maintained by the Commission as
described above. Statements contained or incorporated by reference herein
concerning the provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by reference to the
copy of the applicable document filed with the Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1996 (which incorporates by reference portions of the Company's
definitive Proxy Statement for the Company's Annual Meeting of Stockholders
to be held on October 29, 1996).
(b) the Company's 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.
(c) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, as amended, filed with the
Commission pursuant to Section 12 of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the respective dates of
12
<PAGE>
filing such documents. Any statement contained herein or in a document all or
part of which is incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modified or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents incorporated by reference (other than exhibits to
such documents which are not specifically incorporated by reference in such
documents). Requests for such copies should be directed to the Corporate
Secretary, SITEL Corporation, 13215 Birch Street, Suite 100, Omaha, Nebraska
68164, telephone number (402) 498-6810.
13
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA AND PRO FORMA COMBINED FINANCIAL INFORMATION
<C> <S> <C>
(1) Unaudited Pro Forma and Pro Forma Combined Financial Information...................
(1) SITEL Corporation, Mitre plc, and National Action Financial Services, Inc. Pro
Forma Combined Balance Sheet as of May 31, 1996..................................
(1) SITEL Corporation, Mitre plc, and National Action Financial Services, Inc. Pro
Forma Combined Statements of Operations for the Year Ended May 31, 1995..........
(1) SITEL Corporation, Mitre plc, and National Action Financial Services, Inc. Pro
Forma Combined Statements of Operations for the Year Ended May 31, 1996..........
(1) SITEL Corporation, Mitre plc, and National Action Financial Services, Inc. Pro
Forma Statement of Operations for the Years Ended May 31, 1993, 1994, 1995 and
1996.............................................................................
SITEL CORPORATION
(2) Report of Independent Accountants..................................................
(2) Consolidated Balance Sheets as of May 31, 1995 and May 31, 1996....................
(2) Consolidated Statements of Income (Loss) for the years ended May 31, 1994, 1995 and
1996.............................................................................
(2) Consolidated Statements of Cash Flows for the years ended May 31, 1994, 1995 and
1996.............................................................................
(2) Consolidated Statements of Changes in Stockholders' Equity for the years ended May
31, 1994, 1995 and 1996..........................................................
(2) Notes to Consolidated Financial Statements.........................................
MITRE PLC
(3) Independent Auditors' Report.......................................................
(3) Group Profit and Loss Account for the period ended December 31, 1993 and the years
ended 1994 and 1995..............................................................
(3) Group Balance Sheet as of December 31, 1994 and 1995...............................
(3) Group Cash Flow Statement for the period ended December 31, 1993 and the years
ended
December 31, 1994 and 1995.........................................................
(3) Accounting Policies................................................................
(3) Notes to the Financial Statements..................................................
(1) Notes to Unaudited Condensed Group Financial Statements for the six months ended
June 30, 1995 and 1996...........................................................
(1) Unaudited Condensed Group Profit and Loss Account for the six months ended June 30,
1995 and 1996....................................................................
(1) Unaudited Condensed Group Balance Sheet as of June 30, 1995 and 1996...............
(1) Unaudited Condensed Group Cash Flow Statement for the six months ended June 30,
1995 and 1996....................................................................
TELEACTION, S.A.
(4) Auditors' Report on Financial Statements...........................................
(4) Balance Sheets as of December 31, 1994 and 1995....................................
(4) Statements of Income for the years ended December 31, 1993, 1994 and 1995..........
(4) Statements of Cash Flows for the years ended December 31, 1993, 1994 and 1995......
(4) Statements of Changes in Shareholders' Equity for the years ended December 31,
1993, 1994 and 1995..............................................................
(4) Notes to Financial Statements......................................................
(4) Notes to Unaudited Financial Statements............................................
(4) Unaudited Statements of Income for the three months ended March 31, 1995 and
1996.............................................................................
(4) Unaudited Balance Sheet as of March 31, 1995 and 1996..............................
(4) Unaudited Statements of Cash Flows for the three months ended March 31, 1995 and
1996.............................................................................
</TABLE>
F-1
<PAGE>
<TABLE>
<C> <S> <C>
NATIONAL ACTION FINANCIAL SERVICES, INC.
(5) Report of Independent Public Accountants...........................................
(5) Balance Sheets as of December 31, 1995 and 1996....................................
(5) Statements of Operations for the period ended December 31, 1994 and the year ended
December 31, 1995................................................................
(5) Statements of Stockholders' Equity for the period ended December 31, 1994 and the
year ended December 31, 1995.....................................................
(5) Statements of Cash Flows for the period ended December 31, 1994 and the year ended
December 31, 1995................................................................
(5) Notes to Financial Statements......................................................
CTC CANADIAN TELEPHONE CORPORATION
(6) Auditors' Report...................................................................
(6) Balance Sheet as of January 31, 1996...............................................
(6) Statement of Operations and Retained Earnings for the nine months ended January 31,
1996.............................................................................
(6) Statement of Changes in Financial Position for the nine months ended January 31,
1996.............................................................................
(6) Notes to Financial Statements......................................................
2965496 CANADA INC.
(7) Auditors' Report...................................................................
(7) Balance Sheet as of January 31, 1996...............................................
(7) Statement of Operations and Retained Earnings for the nine months ended January 31,
1996.............................................................................
(7) Statement of Changes in Financial Position for the nine months ended January 31,
1996.............................................................................
(7) Notes to Financial Statements......................................................
</TABLE>
- ------------------------
(1) Incorporated by reference from the Company's amendment to Form 8-K filed on
October 1, 1996.
(2) Incorporated by reference from the Company's Form 10-K for the year ended
May 31, 1996.
(3) Incorporated by reference from the Company's Form 8-K filed on September 18,
1996, which incorporated by reference from Pages F-27 through F-49 of the
Company's Proxy Statement filed on July 29, 1996 for the Company's special
meeting of stockholders.
(4) Incorporated by reference from the Company's amendment to Form 8-K filed on
August 23, 1996, which incorporated by reference from Pages F-53 through
F-81 of the Company's Proxy Statement filed on July 29, 1996 for the
Company's special meeting of stockholders.
(5) Incorporated by reference from the Company's amendment to Form 8-K filed on
August 30, 1996, which incorporated by reference from Pages F-82 through
F-94 of the Company's Proxy Statement filed on July 29, 1996 for the
Company's special meeting of stockholders.
(6) Incorporated by reference from Pages F-95 through F-102 of the Company's
Proxy Statement filed on July 29, 1996 for the Company's special meeting of
stockholders.
(7) Incorporated by reference from Pages F-103 through F-109 of the Company's
Proxy Statement filed on July 29, 1996 for the Company's special meeting of
stockholders.
F-2
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 2
Recent Developments....................................................... 3
Risk Factors.............................................................. 3
Selling Stockholders...................................................... 7
Plan of Distribution...................................................... 10
Description of Capital Stock.............................................. 10
Legal Matters............................................................. 12
Available Information..................................................... 12
Incorporation of Certain Information by Reference......................... 12
Index to Financial Statements............................................. F-1
</TABLE>
822,708 SHARES
[LOGO]
COMMON STOCK
---------------------
PROSPECTUS
---------------------
OCTOBER , 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Shares being registered hereby. All amounts are estimates
except the SEC registration fee and Nasdaq listing fee.
<TABLE>
<S> <C>
Registration Fee--Securities and Exchange Commission............... $ 12,305
Nasdaq Stock Market Listing Fee.................................... $ 16,454
Blue Sky Fees and Expenses......................................... $ 2,000
Printing Expenses.................................................. $ 10,000
Legal Fees and Expenses............................................ $ 5,000
Accounting Fees and Expenses....................................... $ 2,000
Transfer Agent Fees and Expenses................................... $ 500
Miscellaneous...................................................... $ 2,000
---------
Total.......................................................... $ 50,259
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
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. Specifically, 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
stockholders, (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. A "proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including a derivative
action in the name of the Company. Reference is made to the detailed terms of
the Minnesota indemnification statute (Minn. Stat. Section 302A.521) for a
complete statement of such indemnification rights. The Company's Amended and
Restated Articles of Incorporation also 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 Company also 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.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
(1) 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).
<C> <C> <S>
(1) 2.4(b) Registration Rights Agreement dated September 3, 1996 between SITEL
Corporation and certain stockholders of SITEL (conformed copy).
(1) 2.4(c) Escrow Agreement dated September 3, 1996 between SITEL Corporation, the Mitre
selling stockholders, and Firstar Trust Company, as Escrow Agent (conformed
copy).
(1) 2.4(d) Form of Investor Letter (conformed copy).
(1) 2.4(e) Deed of Covenant dated September 3, 1996 between SITEL Corporation and the
Mitre selling stockholders (conformed copy).
(2) 4.1 Amended and Restated Articles of Incorporation of Registrant.
4.1(a) Articles of Amendment filed September 10, 1996 to the Amended and Restated
Articles of Incorporation
(2) 4.2 Amended and Restated Bylaws of Registrant.
(2) 5.1 Opinion of Abrahams, Kaslow & Cassman.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of KPMG.
23.3 Consent of Arthur Andersen.
23.4 Consent of Arthur Andersen, L.L.P.
23.5 Consent of Fuller Landau.
23.6 Consent of Abrahams, Kaslow & Cassman (included in Exhibit 5.1).
24.1 Power of Attorney (included in signature page).
</TABLE>
- ------------------------
(1) Incorporated by reference to the exhibit of the same number to the
Registrant's Form 8-K filed on September 18, 1996.
(2) Exhibits 4.1 and 4.2 hereto were previously filed as Exhibits 3.1 and 3.4,
respectively, to the Registration Statement of SITEL Corporation on Form S-1
(Registration No. 33-91092) and are incorporated herein by this reference.
ITEM 17. UNDERTAKINGS
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 such 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.
II-2
<PAGE>
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;
(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 (i) and (ii) above do not apply if
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 section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose 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;
(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.
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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it 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 October 3, 1996.
<TABLE>
<S> <C> <C>
SITEL CORPORATION
By: /s/ JAMES F. LYNCH
-----------------------------------------
James F. Lynch,
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, jointly and severally, James F. Lynch and
Michael P. May, and each one of them, individually and without the other, as his
true and lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Chairman and Chief
/s/ JAMES F. LYNCH Executive Officer and
- ------------------------------ Director October 3, 1996
James F. Lynch (Principal Executive
Officer)
Executive Vice President-
/s/ BARRY S. MAJOR Finance and Chief
- ------------------------------ Financial Officer October 3, 1996
Barry S. Major (Principal Financial
Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Senior Vice President-
Accounting &
/s/ NANCY C. NOACK Administration,
- ------------------------------ Secretary and Treasurer October 3, 1996
Nancy C. Noack (Principal Accounting
Officer)
/s/ KELVIN C. BERENS
- ------------------------------ Director October 3, 1996
Kelvin C. Berens
/s/ BILL L. FAIRFIELD
- ------------------------------ Director October 3, 1996
Bill L. Fairfield
/s/ VINOD GUPTA
- ------------------------------ Director October 3, 1996
Vinod Gupta
/s/ GEORGE J. KUBAT
- ------------------------------ Director October 3, 1996
George J. Kubat
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
PAGE
NO.
---------
<C> <C> <S> <C>
(1) 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
(1) 2.4(b) Registration Rights Agreement dated September 3, 1996 between SITEL Corporation and
certain stockholders of SITEL (conformed copy)......................................... N/A
(1) 2.4(c) Escrow Agreement dated September 3, 1996 between SITEL Corporation, the Mitre selling
stockholders, and Firstar Trust Company, as Escrow Agent (conformed copy).............. N/A
(1) 2.4(d) Form of Investor Letter (conformed copy)................................................. N/A
(1) 2.4(e) Deed of Covenant dated September 3, 1996 between SITEL Corporation and the Mitre selling
stockholders (conformed copy).......................................................... N/A
(2) 4.1 Amended and Restated Articles of Incorporation of SITEL Corporation...................... N/A
4.1(a) Articles of Amendment filed September 10, 1996 to the Amended and Restated Articles of
Incorporation.......................................................................... 24
(2) 4.4 Amended and Restated Bylaws of SITEL Corporation......................................... N/A
5.1 Opinion of Abrahams, Kaslow & Cassman.................................................... 26
23.1 Consent of Coopers & Lybrand L.L.P....................................................... 28
23.2 Consent of KPMG.......................................................................... 30
23.3 Consent of Arthur Andersen............................................................... 32
23.4 Consent of Arthur Andersen, L.L.P........................................................ 34
23.5 Consent of Fuller Landau................................................................. 36
23.6 Consent of Abrahams, Kaslow & Cassman (included in Exhibit 5.1).......................... --
24.1 Power of Attorney (included in signature page)........................................... --
</TABLE>
- ------------------------
(1) Incorporated by reference to the exhibit of the same number to the
Registrant's Form 8-K filed on September 18, 1996.
(2) Exhibits 4.1 and 4.4 were previously filed as Exhibits 3.1 and 3.4,
respectively, to the Registration Statement of SITEL Corporation on Form S-1
(Registration No. 33-91092) and are incorporated herein by this reference.
II-6
<PAGE>
EXHIBIT 4.1(a)
ARTICLES OF AMENDMENT OF THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
<PAGE>
ARTICLES OF AMENDMENT OF THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
SITEL CORPORATION
Pursuant to the Minnesota Business Corporation Act, SITEL Corporation, a
Minnesota corporation, executes the following Articles of Amendment of its
Amended and Restated Articles of Incorporation:
FIRST: The name of the corporation is SITEL Corporation.
SECOND: The Board of Directors and the stockholders of the corporation have
approved the amendment of Section 4.1 of Article IV of the Amended and Restated
Articles of Incorporation of the corporation to read in its entirety as follows:
4.1 NUMBER OF SHARES. The aggregate number of shares of stock which the
corporation shall have the authority to issue is 200,000,000 shares of
stock, having a par value of $.001 each.
THIRD: Such amendment has been adopted pursuant to Chapter 302A.
Dated this 29th day of August, 1996.
SITEL CORPORATION
By: /s/ MICHAEL P. MAY
---------------------------------
Michael P. May, President
/s/ NANCY C. NOACK
- --------------------------------------
Nancy C. Noack, Secretary
<PAGE>
EXHIBIT 5.1
OPINION OF ABRAHAMS, KASLOW & CASSMAN
<PAGE>
October 3, 1996
SITEL Corporation
13215 Birch Street
Omaha, Nebraska 68164
Gentlemen:
We have examined the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by SITEL Corporation (the "Company") with the Securities
and Exchange Commission in connection with the registration of 822,708 shares of
the Common Stock, $.001 par value per share, of the Company proposed to be sold
by the Selling Stockholders named therein (the "Shares").
It is our opinion that the Shares have been legally issued and are 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 under the caption "LEGAL MATTERS" in
the Registration Statement.
Very truly yours,
ABRAHAMS, KASLOW & CASSMAN
/s/ ABRAHAMS, KASLOW & CASSMAN
TAB/tb
<PAGE>
EXHIBIT 23.1
CONSENT OF COOPERS & LYBRAND L.L.P.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of SITEL Corporation on Form S-3 of our report dated August 2, 1996 on our
audits of the consolidated financial statements of SITEL Corporation as of May
31, 1996 and 1995 and for the three years ended May 31, 1996, which report is
included in SITEL Corporation's Annual Report on Form 10-K for the year ended
May 31, 1996.
COOPERS & LYBRAND L.L.P.
Omaha, Nebraska
September 27, 1996
<PAGE>
EXHIBIT 23.2
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-3 of our report dated March 29, 1996 on our audit
of the financial statements of Mitre plc and subsidiaries as of December 31,
1994 and 1995 and for the three years in the period ended as of December 31,
1995, incorporated by reference in the Form 8-K of SITEL Corporation for
September 3, 1996 which was filed on September 18, 1996, which report appeared
in and was incorporated by reference from page F-27 of the Proxy Statement of
SITEL Corporation filed July 29, 1996.
KPMG
Chartered Accountants
Registered Auditors
Birmingham, England
September 27, 1996
<PAGE>
EXHIBIT 23.3
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-3 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
and for the three years in the period ended December 31, 1995, incorporated by
reference in the Form 8-K of SITEL Corporation for June 12, 1996 which was filed
on June 27, 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 23.4
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-3 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 Form 8-K of SITEL Corporation for June
28, 1996 which was filed on July 12, 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 23.5
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-3 of our report dated May 16, 1996 on our audit
of the financial statements of C.T.C. Canadian Telephone Corporation as at
January 31, 1996 and for the nine months then ended and of our report dated May
17, 1996 on our audit of the financial statements of 2965496 Canada Inc. as at
January 31, 1996 and for the nine months then ended, which reports appeared in
and were incorporated by reference from pages F-95 and F-103 of the Proxy
Statement of SITEL Corporation filed July 29, 1996.
FULLER LANDAU
Chartered Accountants
Montreal, Quebec
September 24, 1996
