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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SITEL CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 47-0684333
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13215 Birch Street
Omaha, Nebraska 68164
(Address, including zip code, of Principal Executive Offices)
Amended and Restated SITEL Corporation 1995 Non-Employee Directors Stock Option
Plan
(Full Title of the Plan)
James F. Lynch, Chairman of Board
13215 Birch Street
Omaha, Nebraska 68164
(402) 963-6810
(Name, Address, including zip code, and Telephone Number, including area code,
of Agent for Service)
__________
CALCULATION OF REGISTRATION FEE
Title of securities to be registered: Common Stock $.001 par value
(Amended and Restated 1995 Non-Empl. Directors SOP)
Amount to be registered(1): 180,000 Shares
Proposed maximum offering price per share(2): $18.875
Proposed maximum aggregate offering price(2): $3,397,500.00
Amount of registration fee: $1,029.55
(1) This Form S-8 registers the additional shares made available under the
plan pursuant to the recent plan amendment and restatement. The number of
shares registered hereunder shall include any additional shares made available
under the plan because of adjustment in such 180,000 shares on account of stock
splits or stock dividends hereafter effected by the Registrant.
(2) Estimated pursuant to Rule 457(c) of the Securities Act solely for
purposes of calculating the registration fee. The price is based upon the
average of the high and low prices of SITEL Corporation Common Stock on June 27,
1997, as reported on the New York Stock Exchange.
This Form S-8 consists of 10 pages. The Exhibit Index is on page 8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
_______________________________________
SITEL Corporation (the "Company") hereby incorporates by reference in this
registration statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (which incorporates by reference portions
of the Company's definitive Proxy Statement for the Company's
Annual Meeting of Stockholders held on June 6, 1997).
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
(c) the Company's Current Reports on Form 8-K, and amendments
thereto, filed on January 31, 1997, February 6, 1997, February
12, 1997, April 3, 1997 and April 16, 1997.
(d) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed with the
Commission pursuant to Section 12 of the Exchange Act.
(e) The contents of the Company's earlier Registration Statement on
Form S-8 (Registration No. 33-99434), filed with the Securities
and Exchange Commission pursuant to Section 12 of the Securities
Exchange Act of 1934.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and be a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
_________________________
The class of securities offered by the Company pursuant to this
registration statement is registered under Section 12 of the Securities Exchange
Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
______________________________________
Matters with respect to the legality of the Common Stock of the Company
being registered hereby have been passed upon by the firm of Abrahams, Kaslow &
Cassman, counsel for the Company. Members of Abrahams, Kaslow & Cassman own a
total of 16,950 shares of Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
_________________________________________
The Company's Amended and Restated Articles of Incorporation limit the
liability of directors to the maximum extent permitted by the Minnesota Business
Corporation Act. Minnesota law provides that directors will not be personally
liable for monetary damages for breach of their fiduciary duties as directors,
except for liability due to (i) any breach of the duty of loyalty to the Company
or its shareholders, (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) dividends or other
distributions of corporate assets that are in contravention of certain statutory
or contractual restrictions, (iv) violations of certain Minnesota securities
laws, or (v) any transaction from which the director derives an improper
personal benefit. Liability under the federal securities laws is not limited by
the Amended and Restated Articles of Incorporation.
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The Minnesota Business Corporation Act requires that the Company indemnify
any director or officer made or threatened to be made a party to a legal
proceeding, by reason of the former or present official capacity of the person,
against judgments, penalties, fines, settlements, and reasonable expenses
incurred in connection with the proceeding if certain statutory standards are
met. "Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including a derivative
action in the name of the Company. The Company's Amended and Restated Articles
of Incorporation require the Company to provide indemnification of these persons
to the fullest extent of the Minnesota indemnification statute.
The Company has entered into an indemnification agreement with each of its
directors and executive officers to provide him or her with specific contractual
assurances that the indemnification protection provided by the Minnesota
Business Corporation Act and the Company's Amended and Restated Articles of
Incorporation will be available to such director or officer and to provide for
the indemnification of and the advancing of expenses to such director or officer
to the fullest extent permitted by law. The forms of such indemnification
agreements were previously filed as exhibits.
The Company presently maintains insurance to protect itself and its
directors and officers against certain liabilities, costs, and expenses arising
out of claims or suits against such directors and officers resulting from their
service in such capacity.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to officers, directors, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
___________________________________
Not applicable.
[Remainder of this page intentionally left blank]
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ITEM 8. EXHIBITS
________
The exhibits filed as a part of this registration statement are:
Exhibit
No.
______
(1) 4.1 Amended and Restated Articles of Incorporation of SITEL
Corporation.
(2) 4.1(a) Articles of Amendment filed September 10, 1996
to the Amended and Restated Articles of Incorporation.
(3) 4.2 Amended and Restated Bylaws of SITEL Corporation
(conformed copy including amendments through June 6, 1997).
(1) 4.3 Form of General Voting Agreement.
(4) 4.4 Amended and Restated 1995 Non-Employee Directors
Stock Option Plan.
5.1 Opinion of Abrahams, Kaslow & Cassman regarding
legality of Common Stock being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Abrahams, Kaslow & Cassman (included in Exhibit
5.1).
24.1 Power of Attorney (included on signature page).
_________________________
(1) Exhibits 4.1 and 4.3 hereto were previously filed as Exhibits 3.1
and 9.1, respectively, to the Registration Statement of SITEL
Corporation on Form S-1 (Registration No. 33-91092) and are
incorporated herein by this reference.
(2) Previously filed as Exhibit 3.1(a) to the Registrant's Form 10-Q
for the quarter ended August 31, 1996 and incorporated herein by this
reference.
(3) Previously filed as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-3 (Registration No. 333-28131) and incorporated
herein by this reference.
(4) Previously filed as Appendix B to the Registrant's definitive
Proxy Statement for the Annual Meeting of Stockholders held on June 6,
1997, filed with the Commission on April 30, 1997.
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ITEM 9. UNDERTAKINGS
____________
(a) RULE 415 OFFERING. The undersigned registrant hereby undertakes:
__________________
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement; and
(iii)To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
PROVIDED, HOWEVER, That paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on Form S-
3, Form S-8, or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 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.
(g) FILING OF REGISTRATION STATEMENT ON FORM S-8. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Omaha, State of Nebraska on July 1, 1997.
SITEL CORPORATION
By:________________________________________
James F. Lynch, Chairman of the Board
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
officers of SITEL Corporation, do hereby jointly and severally constitute and
appoint Michael P. May and Barry S. Major, and each of them individually, as our
true and lawful attorneys-in-fact and agents, with full powers of substitution
and resubstitution, for each of us and in our name, place, and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 of SITEL Corporation and
to file such amendments with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such attorneys-in-fact and agents, and each of them individually and their
substitutes, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises in connection
with this Registration Statement as fully to all intents and purposes as each of
us might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their or his substitutes or
substitute, lawfully may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
__________________ Chairman of the Board July 1, 1997
James F. Lynch and Director
__________________ Executive Vice Chairman July 1, 1997
Henk P. Kruithof and Director
__________________ Chief Executive Officer July 1, 1997
Michael P. May and Director
__________________ President July 1, 1997
Phillip A. Clough
__________________ Executive Vice President - July 1, 1997
Barry S. Major Finance, Chief Financial
Officer and Secretary
(Principal Financial Officer)
__________________ Controller July 1, 1997
Alan G. Siemek (Principal Accounting Officer)
__________________ Director July 1, 1997
Kelvin C. Berens
__________________ Director July 1, 1997
Bill L. Fairfield
__________________ Director July 1, 1997
George J. Kubat
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INDEX TO EXHIBITS
Page
No.
(1) 4.1 Amended and Restated Articles of Incorporation of SITEL Corporation..N/A
(2) 4.1(a)Articles of Amendment filed September 10, 1996 to the Amended
and Restated Articles of Incorporation.............................N/A
*(3)4.2 Amended and Restated Bylaws of SITEL Corporation (conformed copy
including amendments through June 6, 1997............................N/A
(1) 4.3 Form of General Voting Agreement.....................................N/A
(4) 4.4 Amended and Restated 1995 Non-Employee Directors Stock Option Plan...N/A
5.1 Opinion of Abrahams, Kaslow & Cassman regarding legality of Common
Stock being registered............................................... 9
23.1 Consent of KPMG Peat Marwick LLP..................................... 10
23.2 Consent of Abrahams, Kaslow & Cassman (included in Exhibit 5.1)...... --
24.1 Power of Attorney (included in signature page)....................... --
__________
(1) Exhibits 4.1 and 4.3 hereto were previously filed as Exhibits 3.1
and 9.1, respectively, to the Registration Statement of SITEL
Corporation on Form S-1 (Registration No. 33-91092) and are
incorporated herein by this reference.
(2) Previously filed as Exhibit 3.1(a) to the Registrant's Form 10-Q
for the quarter ended August 31, 1996 and is incorporated herein by
this reference.
(3) Previously filed as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-3 (Registration No. 333-28131) and incorporated
herein by this reference.
(4) Previously filed as Appendix B to the Registrant's definitive
Proxy Statement for the Annual Meeting of Stockholders held on June 6,
1997, filed with the Commission on April 30, 1997.
EXHIBIT 5.1
OPINION OF ABRAHAMS, KASLOW & CASSMAN
July 1, 1997
SITEL Corporation
13215 Birch Street
Omaha, Nebraska 68164
Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by SITEL Corporation (the
"Company") with the Securities and Exchange Commission in connection
with the registration of 180,000 shares of the Common Stock, $.001
par value per share, of the Company (the "Shares") under the
Securities Act of 1933, as amended.
We also have examined the Amended and Restated SITEL Corporation
1995 Non-Employee Directors Stock Option Plan (the "Stock Option
Plan") incorporated by reference into the Registration Statement and
such corporate records, certificates and other documents as we deemed
relevant and appropriate.
It is our opinion that, when sold in accordance with the terms
of the Stock Option Plan, the Shares will be legally issued, 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 in Item 5 of
the Registration Statement.
Very truly yours,
ABRAHAMS, KASLOW & CASSMAN
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK L.L.P.
We consent to the incorporation by reference in this
Registration Statement of SITEL Corporation on Form S-8 of our report
dated April 4, 1997 on our audit of the consolidated balance sheets
of SITEL Corporation and its subsidiaries as of December 31, 1995 and
1996 and the related consolidated statements of income (loss),
stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1996, which report is included
in SITEL Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996.
KPMG PEAT MARWICK LLP
Omaha, Nebraska
July 1, 1997
