<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1997
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) 963-6810
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
MICHAEL P. MAY
CHIEF EXECUTIVE OFFICER
SITEL CORPORATION
13215 BIRCH STREET
OMAHA, NEBRASKA 68164
(402) 963-6810
(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 only 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: / /
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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(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.001 par............... 946,241 Shares $14.06 $13,304,148 $4,032
</TABLE>
(1) The Shares to be registered pursuant to this Registration Statement shall
also include any additional shares issued with respect to these Shares prior
to their sale under this Registration Statement as a result of stock splits
or stock dividends effected by the Registrant.
(2) Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average of the high and low prices of the
Common Stock as reported by the New York Stock Exchange on May 27, 1997.
------------------------------
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>
PROSPECTUS
946,241 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 New York Stock Exchange under the
symbol "SWW". On May 29, 1997, the last sale price for the Shares as reported on
the New York Stock Exchange was $17.13 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN ITEMS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
---------------------
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 May 30, 1997.
<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
NOTES THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS OR INCORPORATED BY
REFERENCE HEREIN. 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 global leader in providing
outsourced telephone-based customer service and sales programs on behalf of
large corporations. The Company handles calls in over 25 languages and dialects
from more than 9,000 workstations in more than 60 call centers located in North
America, Europe and the Asia Pacific region. SITEL communicates directly with
its clients' customers by responding to customer-initiated telephone calls and
by making Company-initiated calls. In addition, the Company is a leader in
developing customer service applications over the Internet. The Company is
currently providing services to over 400 clients, principally in the insurance,
financial services, telecommunications, media and entertainment, technology,
utilities, consumer, automotive, and travel industries. SITEL employs more than
15,000 people.
The Company was founded in 1985 and is a Minnesota corporation. The
Company's executive offices are located at 13215 Birch Street, Omaha, Nebraska
68164, and its telephone number is (402) 963-6810.
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
private placements by the Company in connection with the Company's acquisition
of all of the issued and outstanding shares of the capital stock of Mitre plc
("Mitre"), Telebusiness New Zealand Limited ("Telebusiness"), and Levita Group
PTY Limited ("Levita"), companies which had been privately owned by the Selling
Stockholders and others.
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<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
MATTERS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE SHARES
OF THE COMMON STOCK OFFERED BY THIS PROSPECTUS.
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 56.8% and 42.1%, respectively, of the Company's revenues during
1996. Most of the company's contracts with its clients are terminable upon short
notice. The Company's four largest clients were GTE Corporation, Microsoft
Corporation, Allstate Insurance Company and J.C. Penney Life Insurance Company,
which accounted for 7.5%, 6.8%, 5.9% and 5.7%, respectively, of the Company's
revenues during 1996. The loss of one or more of its major clients could have a
materially adverse effect on the Company.
RISKS GENERALLY ASSOCIATED WITH ACQUISITIONS. A significant 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 or complete any acquisitions 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 and other management systems and the amortization of acquired
intangible assets. The issuance of Common Stock in connection with an
acquisition may result in dilution to existing stockholders. In addition, a
substantial portion of the Company's capital resources may be 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. Further expansion in
international markets may involve additional risks relating to the integration
of such international acquisitions, as well as risks relating to currency
exchange rates, different legal and regulatory requirements, difficulties in
staffing and managing foreign operations and other factors.
RISKS ASSOCIATED WITH MANAGING A GROWING BUSINESS. The Company has rapidly
expanded its operations in the past several years through internal growth and
strategic acquisitions, all of which have placed demands on the Company's
administrative, operational and financial resources. The planned continued
growth of the Company's client base and the Company's 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 on
its ability to retain management of acquired businesses, attract and retain
additional senior personnel and successfully implement enhancements to its
telecommunications and computer technology and management information systems
and adapt those systems, as necessary, to respond to changes in its worldwide
business.
RELIANCE ON TELECOMMUNICATIONS AND COMPUTER TECHNOLOGY. SITEL's success is
dependent in part on its continued investment in sophisticated
telecommunications and computer technology, including proprietary computer
software, automated call distributors, predictive dialers, computer integrated
telephony and digital switches. The Company has invested significantly in
technology in order to maintain a competitive global 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.
POSSIBLE DECLINE IN EFFECTIVENESS OF TELESERVICING. The teleservicing
industry has grown significantly in the last ten years. Advances in new forms of
customer service and direct marketing, such as the
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development of electronic communication via the Internet and other media, could
have an adverse effect on the demand for teleservicing as a form of customer
service or direct sales. As the teleservicing industry continues to grow,
teleservicing's effectiveness as a direct marketing tool also may decrease as a
result of consumer saturation and increased consumer resistance to teleservicing
generally.
DEPENDENCE ON LABOR FORCE. Teleservicing is very labor intensive and
characterized by high personnel turnover. 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 customer service activities
for technology clients, require highly trained employees. The Company's
worldwide presence also necessitates retaining personnel fluent in languages and
dialects spoken and written by customers of the Company's clients. 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 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
personnel to support its planned growth.
DEPENDENCE ON TELEPHONE SERVICE. The Company's business is materially
dependent upon service provided worldwide 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 in any particular country would adversely affect the
Company's growth.
FOREIGN CURRENCY RISKS. A substantial amount of the Company's revenues is
received, and a substantial amount of operating costs is incurred, in foreign
currencies. Because the Company's financial statements are presented in U.S.
dollars, any significant fluctuations in the currency exchange rates between the
U.S. dollar and the currencies of countries in which the Company operates will
affect the Company's results of operations and its financial statements. With
one exception, the Company is not currently engaged in currency-hedging
transactions. The Company has purchased a call option to hedge a foreign
currency commitment related to a future payment to complete an acquisition.
COMPETITIVE INDUSTRY. The worldwide teleservicing industry is extremely
competitive. 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.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS. The Company has experienced
and expects to continue to experience quarterly variations in its results of
operations principally due to 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 offset by the addition of
new clients or new programs for existing clients, the Company's business tends
to be slower in August and December. August is affected by reduced marketing
activities in Europe and December is affected by reduced teleservicing
activities during the holiday season. 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 KEY PERSONNEL. The Company is highly dependent on the efforts
of its executive officers, particularly James F. Lynch, Chairman, Henk P.
Kruithof, Executive Vice Chairman, Michael P.
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<PAGE>
May, Chief Executive Officer, Phillip A. Clough, President, and Barry S. Major,
Executive Vice President and Chief Financial Officer. The loss of the services
of any of these individuals could have a materially adverse effect on the
Company. Among its executive officers, the Company has employment contracts with
only Messrs. Lynch and May. Mr. Lynch's agreement is subject to a rolling three
year term, and Mr. May's agreement is terminable at will. As the Company
continues to grow, it will need to recruit and retain additional qualified
management personnel.
CONTROL BY MANAGEMENT. Messrs. Lynch and Kruithof beneficially own
(including through a voting agreement granting Mr. Lynch the right to vote
certain shares) approximately 40.4% of the Common Stock. As a result of such
voting concentration, if Messrs. Lynch and Kruithof vote in the same manner,
they likely will be able to exert significant influence over most matters
requiring approval by the Company's stockholders, including the election of
directors. Such voting concentration 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, announcements relating to pending or completed acquisitions 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.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS. This Prospectus, including
all documents incorporated herein by reference, contains forward-looking
statements. Additional written or oral forward-looking statements may be made by
the Company from time to time in filings with the Securities and Exchange
Commission or otherwise. The words "believe," "expect," "seek" and "intend" and
similar expressions identify forward-looking statements, which speak only as of
the date the statement is made. Such forward-looking statements are within the
meaning of that term in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Such
statements may include, but are not limited to, projections of revenues, income
or loss, capital expenditures, acquisitions, plans for future operations,
financing needs or plans, the impact of inflation and plans relating to services
of the Company, as well as assumptions relating to the foregoing.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified. Future events and actual
results could differ materially from those set forth in, contemplated by or
underlying the forward-looking statements. Statements in this Prospectus and in
the Company's periodic reports filed with the Securities and Exchange Commission
and incorporated by reference herein, including those set forth in "Risk
Factors," describe factors, among others, that could contribute to or cause such
differences.
6
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of Common Stock as of May 27, 1997 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 OFFERING OWNED AFTER OFFERING
----------------------- SHARES -----------------------
NAME AND ADDRESS (1) NUMBER PERCENT OFFERED NUMBER PERCENT
- ---------------------------------------- ---------- ----------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Andrew J. Tillard....................... 2,560,524 4.1 150,000 2,410,524 3.9
Martin J. Shields....................... 1,155,498 1.9 75,000 1,080,498 1.7
Ray F. Pipe............................. 689,588 1.0 50,000 639,588 1.0
Peter L.R. Godfrey...................... 689,588 1.0 50,000 639,588 1.0
Levita Telecorporation Pty Limited...... 623,107 1.0 77,888 545,219 *
Thomas A. Fitzherbert................... 529,762 * 35,000 494,762 *
Glenn Hurley............................ 529,762 * 100,000 429,762 *
Antoon Vanparys......................... 469,484 * 70,000 399,484 *
Margot E.O. Bilton...................... 386,138 * 35,000 351,138 *
Katherine M. Mather..................... 254,750 * 42,000 212,750 *
James C. White.......................... 254,750 * 25,000 229,750 *
Johan Braem............................. 234,742 * 35,000 199,742 *
Peter Andrew Forward.................... 128,872 * 34,588 94,284 *
Stephen Russell Just.................... 128,872 * 34,588 94,284 *
Simon David Norton...................... 128,872 * 34,588 94,284 *
Michael John Pheasant................... 128,872 * 34,589 94,283 *
Eddy Van de Poel........................ 114,672 * 15,000 99,672 *
Dirk Frans.............................. 53,964 * 16,000 37,964 *
Ludwig Bollaerts........................ 53,964 * 16,000 37,964 *
Mark Vanbaelen.......................... 53,964 * 16,000 37,964 *
</TABLE>
- ------------------------
* less than 1%
(1) The address of Levita Telecorporation PTY Limited is Level 12, 81-83 Mount
Street, North Sydney, New South Wales, Australia. The address of Messrs.
Forward, Just, Norton and Pheasant is c/o SITEL Telebusiness New Zealand,
Level 10, 126 Vincent Street, Auckland, New Zealand. The address of all
other Selling Stockholders is c/o SITEL Europe plc, Mitre House, Wolsey
Business Park, Moor Park, Richmansworth, Hertfordshire WD1 8GJ. Messrs.
Forward, Just, Norton and Pheasant are employees of Telebusiness and all
other Selling Stockholders are employees or independent consultants of SITEL
Europe plc, both of which companies are subsidiaries of SITEL.
7
<PAGE>
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 offered hereby 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 May
27, 1997, there were 321 holders of record of the Company's Common Stock and
2,370 holders of options to purchase Common Stock. As of such date, 61,929,899
shares of Common Stock were outstanding and 15,502,340 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,
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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. Section 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.
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 16,950 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"). Such 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 Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at 7 World Trade Center, Suite 1300, New York, New York 10048 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material 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 Commission maintains a World Wide Web site on the
Internet at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants, such as the Company,
that file electronically with the Commission. The Company's Common Stock is
listed on The New York Stock Exchange. Material filed by the Company with the
Exchange can be inspected at the offices of The New York Stock Exchange, Inc.,
20 Broad Street, New York, New York 10005.
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
9
<PAGE>
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. For further information with respect to the Company and the
Common Stock, reference is made to the Registration Statement and the exhibits
and schedules thereto. The Registration Statement, including exhibits and
schedules thereto, may be inspected and copied at the public reference
facilities maintained by the Commission as described above.
Statements contained or incorporated by reference in this Prospectus as to
the contents of any contract or other document referred to are not necessarily
complete and in each instance reference is made to the copy of such contract or
other documents filed as an exhibit to the Registration Statement, each such
statement being qualified in its entirety by such reference.
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
December 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 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.
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 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) 963-6810.
10
<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........................................................ 3
Risk Factors.............................................................. 4
Selling Stockholders...................................................... 7
Plan of Distribution...................................................... 8
Description of Capital Stock.............................................. 8
Legal Matters............................................................. 9
Available Information..................................................... 9
Incorporation of Certain Information by Reference......................... 10
</TABLE>
946,241 SHARES
COMMON STOCK
---------------------
PROSPECTUS
---------------------
MAY 30, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 New York Stock Exchange listing fee. The New
York Stock Exchange listing fees paid in connection with the private placement
of the Shares in the acquisitions are not included in the table.
<TABLE>
<S> <C>
Registration Fee-Securities and Exchange Commission................ $ 4,032
NYSE Listing Fees.................................................. $ 0
Blue Sky Fees and Expenses......................................... $ 1,000
Printing Expenses.................................................. $ 2,500
Legal Fees and Expenses............................................ $ 7,500
Accounting Fees and Expenses....................................... $ 2,500
Transfer Agent Fees and Expenses................................... $ 500
Miscellaneous...................................................... $ 1,000
---------
Total.............................................................. $ 19,032
---------
---------
</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>
<C> <C> <S> <C>
(1) 4.1 Amended and Restated Articles of Incorporation of Registrant
(2) 4.1 (a) Articles of Amendment filed September 10, 1996 to the Amended and
Restated Articles of Incorporation
(1) 4.2 Amended and Restated Bylaws of Registrant
5.1 Opinion of Abrahams, Kaslow & Cassman
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 in signature page)
</TABLE>
- ------------------------
(1) 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.
(2) Exhibit 4.1(a) hereto was 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.
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.
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.
II-2
<PAGE>
(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 reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 May 30, 1997.
SITEL CORPORATION
By: /s/ MICHAEL P. MAY
-----------------------------------------
Michael P. May
CHIEF EXECUTIVE OFFICER
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.
II-4
<PAGE>
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.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ JAMES F. LYNCH
- ------------------------------ Chairman of the Board and May 30, 1997
James F. Lynch Director
/s/ HENK P. KRUITHOF
- ------------------------------ Executive Vice Chairman May 30, 1997
Henk P. Kruithof and Director
/s/ MICHAEL P. MAY Chief Executive Officer
- ------------------------------ (Principal Executive May 30, 1997
Michael P. May Officer)
Executive Vice President-
/s/ BARRY S. MAJOR Finance and Chief
- ------------------------------ Financial Officer May 30, 1997
Barry S. Major (Principal Financial
Officer)
/s/ ALAN G. SIEMEK
- ------------------------------ Controller (Principal May 30, 1997
Alan G. Siemek Accounting Officer)
/s/ KELVIN C. BERENS
- ------------------------------ Director May 30, 1997
Kelvin C. Berens
/s/ BILL L. FAIRFIELD
- ------------------------------ Director May 30, 1997
Bill L. Fairfield
/s/ GEORGE J. KUBAT
- ------------------------------ Director May 30, 1997
George J. Kubat
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
PAGE NO.
---------
<C> <C> <S> <C> <C>
(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
(1) 4.4 Amended and Restated Bylaws of SITEL Corporation.......... N/A
5.1 Opinion of Abrahams, Kaslow & Cassman..................... 17
23.1 Consent of KPMG Peat Marwick LLP.......................... 19
23.2 Consent of Abrahams, Kaslow & Cassman (included in Exhibit
5.1)
24.1 Power of Attorney (included in signature page)
</TABLE>
- ------------------------
(1) 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.
(2) Exhibit 4.1(a) hereto was 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.
<PAGE>
EXHIBIT 5.1
OPINION OF ABRAHAMS, KASLOW & CASSMAN
May 30, 1997
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 946,241 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
<PAGE>
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
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 April 4, 1997 on our audit
of the consolidated balance sheets of SITEL Corporation and 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
May 30, 1997
