<PAGE>
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 other 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)
SITEL Corporation Employee Stock Purchase Plan
(Full Title of the Plan)
Michael P. May, Chief Executive Officer
13215 Birch Street
Omaha, Nebraska 68164
(402) 963-3010
(Name, Address, including zip code, and Telephone Number, including area code,
of Agent for Service)
__________
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum Maximum Amount of
to be to be offering price aggregate registration
registered registered(1) per share (2) offering fee
price (2)
Common stock,
$.001 par value 1,000,000 shares $ 11.16 $11,160,000 $3292.20
(1) This Form S-8 registers the maximum number of shares which may be acquired
by employees under the plan. The number of shares registered hereunder shall
include any additional shares made available under the plan because of
adjustment in such 1,000,000 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 January
20, 1998, as reported on the New York Stock Exchange.
This Form S-8 consists of 20 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, as amended, 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 Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997, and September 30, 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, April 16, 1997, August 1, 1997, September 15,
1997, and January 21, 1998.
(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 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 directly
own a total of 18,125 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. 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. 302A.521) for a complete
statement of such indemnification rights. 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 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.
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).
4.3 Employee Stock Purchase 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.
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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.
(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 January 23, 1998.
SITEL CORPORATION
By: /s/ MICHAEL P. MAY
________________________
Michael P. May, Chief Executive Officer
<PAGE>
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.
/s/ JAMES F. LYNCH Chairman of the Board January 23, 1998
James F. Lynch and Director
/s/ HENK P. KRUITHOF Executive Vice Chairman January 23, 1998
Henk P. Kruithof and Director
/s/ MICHAEL P. MAY Chief Executive Officer January 23, 1998
Michael P. May and Director (Principal
Executive Officer)
/s/ BARRY S. MAJOR Executive Vice President - January 23, 1998
Barry S. Major Finance and Chief
Financial Officer
(Principal Financial
Officer)
/s/ ALAN G. SIEMEK Controller January 23, 1998
Alan G. Siemek (Principal Accounting Officer)
/s/ KELVIN C. BERENS Director January 23, 1998
Kelvin C. Berens
/s/ BILL L. FAIRFIELD Director January 23, 1998
Bill L. Fairfield
/s/ GEORGE J. KUBAT Director January 23, 1998
George J. Kubat
<PAGE>
INDEX TO EXHIBITS
Page
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................ --
4.3 Employee Stock Purchase Plan.................................. 9
5.1 Opinion of Abrahams, Kaslow & Cassman regarding legalityof
Common Stock being registered................................. 19
23.1 Consent of KPMG Peat Marwick LLP.............................. 20
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 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.
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EXHIBIT 4.3
SITEL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
Effective November 18, 1997
ARTICLE I
GENERAL
1.1 PURPOSE OF THE PLAN. The purpose of the SITEL Corporation Employee
Stock Purchase Plan (the "Plan") is to provide Eligible Employees of the Company
and its Subsidiaries with a program for the regular purchase of Shares of the
Company through periodic payroll deductions, giving Participants the opportunity
to acquire a proprietary interest in the success of the Company.
1.2 DEFINITIONS. For purposes of the Plan, the following words and
phrases shall have the meanings indicated, unless the context clearly indicates
otherwise:
(a) "Adjusted Purchase Price" of a Share means, with respect to any
specified Purchase Date, eighty-five percent (85%) of the Purchase
Price of a Share.
(b) "Agent" means the independent agent appointed pursuant to Section
1.4.
(c) "Company" means SITEL Corporation, a Minnesota corporation.
(d) "Eligible Employee" means a person at least the age of majority
who is a full-time or part-time employee of the Company or a
Subsidiary; provided, however, that the term "Eligible Employee" shall
not include any of the following: (a) a person who has not been
employed at least six months by the Company or any such Subsidiary or
(b) an employee who has been designated by the Board of Directors of
the Company as an executive officer of the Company or who is otherwise
subject to the provisions of Section 16(b) of the Securities Exchange
Act of 1934; provided, further, that an employee who is on the payroll
of a non-U.S. Subsidiary shall not be an Eligible Employee until the
Company has determined that the Company and its Subsidiaries have
satisfied all legal requirements of the country or countries where
such employee works, resides or is a national, as may be applicable,
in order for such employee to participate in the Plan.
(e) "Fair Market Value" of a Share means, with respect to any
specified date, the average of the high and low sales prices of a
Share on such date as reported by the New York Stock Exchange or, if
no Shares were traded on such date, the fair market value of the
Shares as determined in good faith by the Executive Committee of the
Company in its sole discretion; provided, however, that the Purchase
Price, inasmuch as it represents the actual market price of a Share,
shall be deemed to be the Fair Market Value of a Share as of the
Purchase Date.
(f) "Grant Date" means the date on which an Offering commences under
the Plan, which shall be the first day of the Offering Period.
(g) "Offering" means the grant of an opportunity to Participants to
purchase Shares in respect of an Offering Period in accordance with
the provisions of the Plan.
(h) "Offering Period" means a period of three (3) consecutive
calendar months beginning on January 1, April 1, July 1, or October 1
during the term of the Plan, except that the initial Offering Period
shall begin as early as practicable after the Plan becomes effective
and shall end on March 31, 1998.
(i) "Participant" means an Eligible Employee who has elected to
participate in the Plan for an Offering Period by duly and timely
filing a properly completed Subscription Agreement for the Offering
Period in accordance with Section 2.2.
(j) "Payroll Deduction Account" means an individual bookkeeping
account established and maintained by the Company in the name of a
Participant to which is credited the Participant's payroll deductions
under the Plan for an Offering Period. Notwithstanding the foregoing,
a Participant's Payroll Deduction Account shall be unfunded, no assets
shall be set aside with respect to a Participant's Payroll Deduction
Account, and no Participant shall have any rights with respect to any
assets of the Company or any Subsidiary.
(k) "Purchase Date" with respect to an Offering Period means the
fifth (5th) trading day of the first Company trading window which
follows the conclusion of the Offering Period. Trading windows are
established pursuant to the Company's insider trading policy and
generally open forty-eight (48) hours after the Company's quarterly
earnings release in each of February, May, August, and November. The
Purchase Date is the date on which Participants shall be deemed to
have exercised their opportunity under an Offering to purchase Shares
and on which Shares shall be purchased by the Agent for Participants
in respect of an Offering pursuant to this Plan.
(l) "Purchase Price" of a Share means the average price paid by the
Agent on the Purchase Date for Shares purchased for Participants in
respect of the Offering Period which concluded immediately prior to
the Purchase Date.
(m) "Share" means a share of Common Stock, $.001 par value per share,
of the Company. The plural form of such word is "Shares".
(n) "Share Account" means an account established and maintained by
the Agent in the name of a Participant to hold the Shares purchased
pursuant to this Plan for such Participant.
(o) "Subscription Agreement" means the enrollment and payroll
deduction authorization forms prescribed by the Company which are to
be completed by Eligible Employees and filed with the Company in
accordance with Section 2.2 in order to enroll in the Plan and make
payroll deduction elections under the Plan for an Offering Period.
(p) "Subsidiary" means a corporation of which not less than fifty
(50%) of the voting shares are held by the Company or a Subsidiary
whether or not such corporation now exists or hereafter is organized
or acquired by the Company or a Subsidiary of the Company. The plural
form of such word is "Subsidiaries".
1.3 EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
November 18, 1997. The Plan shall remain in effect indefinitely, subject to
modification or termination by the Board of Directors of the Company at any
time.
1.4 APPOINTMENT AND REMOVAL OF THE AGENT. The Company shall appoint an
independent bank, trust company, brokerage firm, or other financial institution
to administer the Plan (including but not limited to the establishment of such
procedures as reasonably may be necessary to accomplish such administration in a
manner consistent with the purposes of the Plan), keep the records of the Plan
reflecting the interests of Participants, hold Shares acquired under the Plan on
behalf of Participants, and generally act as the agent of Participants in the
manner and to the extent provided in the Plan. The Agent may resign at any time
by giving written notice of such resignation to the Company at least thirty (30)
days prior to the effective date of such resignation. The Company may remove the
Agent at any time by giving written notice to the Agent prior to the effective
date of such removal. In the event of the resignation or removal of the Agent,
the Company promptly shall appoint a new Agent. The Company shall provide the
names and addresses of all Participants to the Agent to facilitate direct
communications by the Agent to the Participants.
1.5 SHARES AVAILABLE UNDER THE PLAN. The maximum number of Shares which
may be acquired by Participants under the Plan is One Million (1,000,000),
subject to proportionate adjustment upon changes in the number of outstanding
Shares by reason of a stock dividend or stock split or similar changes in the
capitalization of the Company as determined by the Board of Directors of the
Company.
1.6 ACTION BY THE COMPANY. Whenever an action is required by or permitted
by the Company under the Plan, unless otherwise expressly provided by the Plan
or the Board of Directors of the Company, such action shall be taken by the
Company's Executive Committee or its delegate.
ARTICLE II
PLAN PARTICIPATION
2.1 SUMMARY OF PLAN'S OPERATION. The Plan shall operate on the basis of
discrete Offering Periods in the following manner:
(a) Each three (3) month Offering Period is separate from other
Offering Periods;
(b) Eligible Employees may elect to be Participants for an Offering
Period by filing the prescribed Subscription Agreement with the Company on
or before the applicable date set forth in Section 2.2;
(c) An Offering under the Plan for an Offering Period shall be only
to Eligible Employees who are Participants for that Offering Period;
(d) Payroll deductions designated by Participants on their individual
Subscription Agreements will be made during the Offering Period in
accordance with Section 2.2;
(e) An election to purchase Shares will be exercised automatically on
the Purchase Date in accordance with Section 2.3 with respect to whole
numbers of Shares to the extent funded by Participants' payroll deductions
made during the Offering Period ending immediately prior to the Purchase
Date; and
(f) The Shares purchased by the Agent on the Purchase Date pursuant
to Section 2.7 shall be allocated to the Share Accounts for those
Participants whose payroll deductions during the Offering Period ending
immediately prior to the Purchase Date provided the funds used to acquire
such Shares.
2.2 ENROLLMENT. Participation in the Plan is voluntary. An Eligible
Employee may elect to participate in the Plan for an Offering Period by filing a
properly completed Subscription Agreement authorizing payroll deductions for
such Offering Period with the Human Resources department of the Company or the
Subsidiary which employs the Eligible Employee no later than the date specified
by the Company which is prior to the first day of such Offering Period. Once
properly made, an Eligible Employee's election to participate in the Plan and
Subscription Agreement shall be automatically renewed for each subsequent
Offering Period until modified, withdrawn, suspended or cancelled as provided in
Section 2.4(c).
2.3 OPPORTUNITY TO PURCHASE SHARES. An Offering is made only to those
Eligible Employees who timely and properly elect to be Participants for an
Offering Period in accordance with Section 2.2. An Offering will be deemed to
have been made to Participants in respect of an Offering Period on the Grant
Date pertaining to such Offering Period. The purchase price payable by a
Participant for a Share which is the subject of an Offering made to a
Participant during an Offering Period shall be the Adjusted Purchase Price.
Notwithstanding anything to the contrary in this Plan, the maximum number of
Shares which a Participant shall have the opportunity to purchase in respect of
an Offering Period will be determined by dividing the Participant's aggregate
payroll deductions for such Offering Period made in accordance with Section 2.4
by eighty-five percent (85%) of the Fair Market Value of a Share on the Purchase
Date, subject to the following additional limitations:
(a) A Participant shall not have the opportunity to purchase Shares
if and to the extent that, immediately after the grant of such opportunity,
such Participant (or any other person whose Shares would be attributed to
such Participant pursuant to Section 424(d) of the Internal Revenue Code of
1986, as amended) would own shares of stock of the Company and its
Subsidiaries and/or hold outstanding options to purchase shares of stock of
the Company and its Subsidiaries possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of the
Company or of any Subsidiary of the Company; and
(b) A Participant shall not have the opportunity to purchase Shares
if and to the extent that such opportunity would permit the Participant's
rights to purchase stock of the Company and its Subsidiaries under all
employee stock purchase plans (described in Section 423 of the Internal
Revenue Code of 1986, as amended) to accrue at a rate which is in excess of
Twenty-Five Thousand Dollars ($25,000) in Fair Market Value of the stock
(determined at the time the opportunity is granted) for each calendar year
in which the opportunity is outstanding.
Whether any of the above limitations apply and the effect of such application
shall be determined by the Company in its sole judgment.
2.4 PAYROLL DEDUCTIONS.
(a) A Participant may make contributions under the Plan to purchase
Shares only through payroll deductions (at the rate the Participant elects
in accordance with Section 2.4(b)) which will be withdrawn from the
Participant's gross wages for each payroll period occurring while the
Participant's Subscription Agreement is in effect. A Participant's payroll
deductions shall be credited to the Participant's Payroll Deduction
Account. A Participant may not make any additional contributions to the
Plan in any other manner.
(b) A Participant shall designate the amount of the Participant's
payroll deductions under the Plan, which shall be expressed in either whole
dollar amounts or as a whole percentage of the Participant's gross wages by
properly completing the appropriate section of the Participant's
Subscription Agreement. A Participant's payroll deductions under the Plan
may not be less than $10.00 nor more than $961.53 per biweekly pay period.
In the case of Participants whose compensation is paid in a currency other
than United States dollars, the applicable limits shall be approximate
equivalents of such minimum and maximum amounts fixed from time to time by
the Company in administratively convenient units of such other currency. If
a Participant's wages are paid on a schedule other than biweekly, then the
periodic payroll deductions referred to in this Section 2.4(b) shall be
made with respect to such Participant in accordance with such schedule as
is reflected in such Participant's Subscription Agreement and the Company
shall proportionately adjust the minimum and maximum payroll deductions
applicable to such Participant. For purposes of determining the United
States dollar amount withheld from the gross wages of Participants whose
compensation is paid in a currency other than United States dollars, the
amount withheld in such other currency shall be converted to United States
dollars on the basis of the applicable exchange rate quoted in THE WALL
STREET JOURNAL for the next-to-the-last business day of the Offering Period
involved. The determination of what constitutes a Participant's "gross
wages" shall be made by the Company and its determination shall be final.
(c) A Participant's payroll deductions for an Offering Period shall
commence on the first day of the payroll period beginning on or immediately
following the Grant Date for such Offering Period. A Participant's payroll
deductions shall continue until the Participant's Subscription Agreement is
modified, withdrawn, suspended or cancelled as follows:
(i) CANCELLATION OF PAYROLL DEDUCTIONS. A Participant may elect to
cancel the Participant's payroll deduction election at any time, which
election shall be effective on the first day of the payroll period
which begins fifteen (15) or more days following the date such
cancellation election is made, by duly filing a properly completed
Subscription Agreement with the Human Resources department of either
the Company or the Subsidiary which employs the Participant; provided
however that a Participant who is subject to the Company's insider
trading policy may only elect to cancel such Participant's payroll
deduction election by duly filing a properly completed Subscription
Agreement prior to the commencement of a new Offering Period, which
cancellation election shall be effective on the first day of the first
payroll period or, if such first payroll period begins less than
fifteen (15) days after such election is made, the first day of the
second payroll period of the Offering Period which begins after the
date such election is made.
(ii) ELECTION TO INCREASE OR DECREASE PAYROLL DEDUCTIONS. A
Participant may elect to increase or decrease the rate of the
Participant's payroll deductions by duly filing a properly completed
Subscription Agreement with the Human Resources department of either
the Company or the Subsidiary which employs the Participant prior to
the commencement of a new Offering Period. The Participant's election
to increase or decrease the Participant's payroll deductions shall be
effective on the first day of the first payroll period or, if such
first payroll period begins less than fifteen (15) days after such
election is made, the first day of the second payroll period of the
Offering Period which begins after the filing of such Subscription
Agreement.
(iii) AUTOMATIC ADJUSTMENTS. A Participant's payroll
deductions shall be automatically decreased or suspended, as
appropriate, in order for the Plan to comply with the limitations set
forth in Sections 2.3(a) and 2.3(b). The Participant's payroll
deductions shall automatically recommence and/or be increased to the
rate provided in such Participant's Subscription Agreement when the
foregoing limitations no longer restrict the Participant's
participation in the Plan.
(d) Except for a Participant who withdraws the Participant's payroll
deduction amount from the Plan for an Offering Period as provided in
Section 2.5, a Participant's election to purchase Shares shall be exercised
automatically on the Purchase Date corresponding to an Offering Period, and
the maximum number of whole Shares offered to each Participant determined
in accordance with Section 2.3 will be purchased for the Participant at the
Purchase Price applying the (a) accumulated payroll deductions credited to
the Participant's Payroll Deduction Account for the Offering Period and (b)
the Company's contribution of funds equal to fifteen percent (15%) of the
Purchase Price. Any cash remaining to the credit of a Participant in the
Participant's Share Account after the purchase of the maximum number of
Shares shall be retained in the Participant's Share Account for the
subsequent Offering Period, subject to earlier withdrawal by the
Participant as provided in Section 2.5.
(e) All withholding taxes payable with respect to the amounts to be
paid to the Agent pursuant to Section 2.6 shall be deducted from the
balance of the Participant's gross wages and shall not reduce the amounts
so to be paid to the Agent.
2.5 WITHDRAWAL OF PAYROLL DEDUCTIONS; TERMINATION OF EMPLOYMENT.
(a) A Participant may withdraw all, but not less than all, of the
payroll deductions then credited to the Participant's Payroll Deduction
Account under the Plan at any time by duly filing a properly completed
Subscription Agreement with the Human Resources department of either the
Company or the Subsidiary which employs the Participant; provided that a
Participant who is subject to the Company's insider trading policy may not
withdraw the payroll deductions credited to such Participant's Payroll
Deduction Account under the Plan but may discontinue participation in the
Plan effective with the next Offering Period in accordance with Section
2.4(c)(i); provided further that the withdrawal election must be filed with
the Company or such Subsidiary a sufficient period of time prior to the
Purchase Date in order to permit the Company to notify the Agent prior to
the Purchase Date of the amounts withdrawn by the Participant. Subject to
the foregoing, the Participant's accumulated payroll deductions then held
will be paid to Participant within fifteen (15) days or as soon thereafter
as administratively possible following the filing of such withdrawal
election in accordance with this Section 2.5(a). The Participant's payroll
deduction election shall be deemed cancelled fifteen (15) days following
the filing of such withdrawal election and the Participant may not elect to
make any further payroll deductions for the Offering Period.
(b) Upon termination of a Participant's status as an employee of the
Company or a Subsidiary (as determined in the sole judgment of the Company)
for any reason, including retirement or death, the Participant will be
deemed to have elected to withdraw from the Plan and the payroll deductions
credited to the Participant's Payroll Deduction Account will be returned to
the Participant or, in the case of a Participant's death, to the
Participant's designated beneficiary in accordance with Section 2.15, and
the Participant's outstanding opportunity to purchase Shares shall
automatically be cancelled.
(c) A Participant's withdrawal from the Plan for an Offering Period
will have no effect upon the Participant's eligibility to participate in
the Plan for a succeeding Offering Period.
2.6 PAYMENTS TO AGENT. As soon as administratively possible prior to each
Purchase Date, the Company shall notify the Agent in written or electronic form
of the aggregate United States dollar amount withheld for each Participant
during such Offering Period, less any amounts withdrawn by Participants pursuant
to Section 2.5. Thereafter, as soon as administratively possible the Company
shall notify the Agent of any changes in such information based upon any
additional amounts withdrawn by Participants prior to the Purchase Date pursuant
to Section 2.5. On the Purchase Date or, if permitted by its agreement with the
Agent, on or before the settlement date, the Company shall transfer to the Agent
by wire transfer (a) the aggregate United States dollar amount withheld pursuant
to the Plan for all Participants during such Offering Period, less any amounts
thereof withdrawn by Participants prior to the Purchase Date pursuant to Section
2.5 (the "Aggregate Participant Funds") and (b) as the Company's contribution,
17.65% of the Aggregate Participant Funds (the "Company's Contribution"). The
Company's Contribution of 17.65% of the Aggregate Participant Funds constitutes
15% of the Purchase Price for all Shares to be purchased by the Agent on the
Purchase Date in respect of the then completed Offering Period.
2.7 PURCHASE AND ALLOCATION OF SHARES. On the Purchase Date, the Agent
shall apply the funds received from the Company pursuant to Section 2.6 above to
the purchase at prevailing market prices of the number of whole Shares (both on
an aggregate basis and also on an individual Participant basis) which can be
purchased with such funds. Any cash remaining to the credit of a Participant in
the Participant's Share Account after the Agent's purchase of Shares for the
Participant's account because such funds were insufficient to purchase a whole
Share shall be retained in the Participant's Share Account for the subsequent
Offering Period, subject to earlier withdrawal by the Participant as provided in
Section 2.5. All purchases of Shares as herein provided shall be made in the
name of the Agent or its nominee. The Shares purchased with the funds received
by the Agent pursuant to Section 2.6 above shall be credited by the Agent pro
rata (in whole Shares only) to the Share Accounts of the Participants in
accordance with their contributions of the Aggregate Participant Funds used on
such Purchase Date.
2.8 DIVIDENDS AND DISTRIBUTIONS. Dividends and other distributions, if
any, by the Company with respect to Shares held by the Agent under the Plan
shall be allocated or otherwise dealt with by the Agent as follows:
(a) CASH DIVIDENDS. Cash dividends received by the Agent on Shares
allocated to Participants' Share Accounts shall be used by the Agent to
acquire additional Shares for such Participants on the Purchase Date which
next follows the receipt of such cash dividends and such additional Shares
shall be credited to the Share Accounts of the respective Participants in
the manner provided in Section 2.7.
(b) STOCK DIVIDENDS AND STOCK SPLITS. Stock dividends and stock
splits received by the Agent on Shares allocated to Participants' Share
Accounts shall be credited to such Participants' Share Accounts (if
fractional shares would result and cannot be allocated by the Agent to
Participants' Share Accounts, such fractional shares shall be sold and the
proceeds thereof allocated to the Participants' Share Accounts) in
accordance with the Participants' interests in such Shares.
(c) STOCK RIGHTS. If the Company makes available to its stockholders
generally rights to subscribe to additional Shares or other securities,
such rights accruing on Shares held by the Agent under the Plan shall be
sold by the Agent and the net proceeds of such sale applied in the same
manner as cash dividends received by the Agent on Shares allocated to
Participants' Share Accounts.
2.9 ISSUANCE OF STOCK CERTIFICATES; SALES OF SHARES. Upon the written
request of a Participant, the Agent will cause a stock certificate for some or
all of the full Shares in such Participant's Share Account to be issued and
delivered to such Participant as promptly as practicable. Shares to be
delivered to a Participant in accordance with the Plan will be registered in the
name of the Participant or jointly (with right of survivorship) in the name of
the Participant and another person, such as the Participant's spouse, whom the
Participant duly designates in the manner required by the Company. Upon the
issuance of such certificate, such Participant's Share Account will be
appropriately debited. Upon the written request of a Participant, the Agent
will sell for the account of such Participant any or all of the Shares in such
Participant's Share Account and shall remit the proceeds of such sale, net of
applicable brokerage commissions (if any), to such Participant as promptly as
practicable. If a Participant requests that sale proceeds be remitted to such
Participant in a currency other than United States dollars, then the requested
currency exchange shall be made at the prevailing rate for transactions of the
size involved as defined in the sole discretion of the Agent or its designee for
such purpose, and such Participant will bear all expenses incurred by the Agent
in effecting such currency exchange.
2.10 STATEMENTS. The Agent shall send a quarterly statement directly to
each Participant, showing with respect to such Participant acquisitions of
Shares, dividends if any credited to a Participant's Share Account, sales or
distribution of Shares, and any applicable commissions or fees charged to such
Participant during the period covered by such statement.
2.11 STOCKHOLDER RIGHTS. A Participant will have the right to vote the
Shares in his or her Share Account in accordance with the Agent's customary
procedures for the voting of shares held in "street name" or other similar types
of accounts. A Participant shall have no rights as a stockholder of the Company
with respect to any Shares held in such Participant's Share Account until a
certificate for such Shares has been issued in the name of such Participant and
reflected in the stockholder records of the Company.
2.12 EXPENSES. The Company will bear all of the expenses of administering
the Plan, including but not limited to the Agent's fees and any transfer taxes.
A Participant will, however, bear any expense incurred by the Agent in selling
Shares held for such Participant under the Plan, including but not limited to
applicable brokerage commissions and currency exchange expenses, as well as all
taxes applicable to the purchase, holding or sale of the Shares and all fees
charged by the Agent for causing one or more certificates for Shares to be
issued to the Participant.
2.13 TERMINATION OF ELIGIBILITY. If a Participant ceases to be eligible to
participate in the Plan for any reason, including but not limited to the
termination of such Participant's employment by the Company or a Subsidiary,
then the Company promptly shall so notify the Agent. Promptly after its receipt
of such a notification, the Agent shall cause the transfer agent for the Shares
to issue and deliver to such Participant a certificate for the whole Shares then
credited to such Participant's Share Account and remit to such Participant any
cash carried over from a prior Offering Period for the account of such
Participant pursuant to Section 2.7. Alternatively, at the request of such
Participant, the Agent shall sell all of the Shares then credited to such
Participant's Share Account and remit the net proceeds of such sale to such
Participant as well as any cash carried over from a prior Offering Period for
the account of such Participant pursuant to Section 2.7. In the event of the
death of a Participant, the Agent shall maintain the deceased Participant's
Share Account pending receipt of instructions as to the disposition of such
account from the duly authorized representative of the deceased Participant's
estate.
2.14 TERMINATION OF PLAN. If the Company terminates the Plan, the Agent
shall then follow the procedures set forth in Section 2.13 with respect to the
disposition of all Shares then credited to Share Accounts of Participants.
2.15 DESIGNATION OF BENEFICIARY. A Participant may file with the Company
or the Subsidiary which employs the Participant, on the form prescribed by the
Company, a written designation of a beneficiary who is to (i) receive any Shares
and/or any cash credited under the Participant's Share Account in the event of
the Participant's death after the Purchase Date pertaining to an Offering Period
but prior to delivery of certificates for Shares and the remaining cash credited
to the Participant's Share Account or (ii) receive any cash from the
Participant's Payroll Deduction Account under the Plan in the event of the
Participant's death during an Offering Period prior to the Purchase Date
pertaining to such Offering Period. A Participant may change the Participant's
designation of beneficiary at any time by filing with the Company or the
Subsidiary which employs the Participant a written notice of change of
beneficiary on the form prescribed by the Company for this purpose. If a
Participant dies without a valid beneficiary designation form in effect, the
Company shall deliver such Shares and cash to the executor or administrator of
the estate of the Participant or, if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company in its discretion may
deliver such Shares and cash to the spouse or to any one or more dependents or
relatives of the Participant or, if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.
ARTICLE III
MISCELLANEOUS
3.1 INTERPRETATION. The Executive Committee of the Company or its delegate
shall have the authority to establish rules and regulations for the operation of
the Plan, to interpret the Plan, and to decide any and all questions which may
arise in connection with the Plan. Any delegate of the Executive Committee for
purposes of the Plan shall not make any discretionary decision which pertains
directly to such delegate as a Participant.
3.2 STATUS OF FUNDS. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose and
the Company shall not be obligated to segregate such payroll deductions. No
interest shall accrue on a Participant's payroll deductions or on a
Participant's Payroll Deduction Account.
3.3 NONASSIGNABILITY. No Participant shall have any right to sell,
assign, transfer, pledge or otherwise encumber or convey such Participant's
Payroll Deduction Account or any payroll deductions credited thereto or such
Participant's Share Account or any Shares and/or cash credited thereto, or any
part thereof, nor any right or opportunity to purchase Shares pursuant to the
Plan (other than by will, the laws or descent or distribution or as provided in
Section 2.15). Any such attempted sale, assignment, transfer, pledge,
encumbrance or conveyance shall have no effect, except that the Company in its
discretion may treat such act as an election to withdraw funds in accordance
with Section 2.5. During a Participant's lifetime, the right or opportunity to
purchase Shares pursuant to an Offering under the Plan is exercisable only by
the Participant.
3.4 EMPLOYMENT RIGHTS. An Eligible Employee's election to participate in
the Plan and the Company's acceptance of such Eligible Employee's enrollment in
the Plan shall not be deemed to constitute a contract of employment between such
Eligible Employee and the Company or any Subsidiary. No provision of the Plan
shall be deemed to give any Participant any right (i) to be retained in the
employ or other service of the Company or any Subsidiary for any specific length
of time, (ii) to interfere with the right of the Company or any Subsidiary to
discipline or discharge the Participant at any time, (iii) to hold any par
ticular position or responsibility with the Company or any Subsidiary, or (iv)
to receive any particular compensation from the Company or any Subsidiary.
3.5 WITHHOLDING; PAYROLL TAXES. To the extent required by applicable laws
and regulations in effect at the time payroll deductions pursuant to the Plan
are made from a Participant's wages, the Company or the Subsidiary by whom such
Participant's wages are paid shall withhold from the remaining portion of such
wages any taxes or other obligations required to be withheld from such wages by
federal, state, local or other laws by reason of such payroll deductions and the
purchase of Shares under the Plan for the benefit of such Participants at a
price less than Fair Market Value.
3.6 TRANSFER UPON DEATH. The Share Account of a Participant may be
transferred by will or the laws of descent and distribution upon the death of
such Participant.
3.7 AMENDMENT. The Board of Directors of the Company may amend the Plan at
any time in whole or in part without terminating the Plan; however, no amendment
of the Plan shall decrease the number of Shares already credited to the Share
Accounts of Participants. If the Board of Directors of the Company changes the
discount from Fair Market Value at which Shares are to be acquired under the
Plan, then the Company shall not implement such change until the then
Participants have been notified of such change and have been given a reasonable
opportunity to cease participation in the Plan.
3.8 PLAN YEAR. The plan year shall be the calendar year, except that the
first plan year shall begin on the effective date of the Plan and end on
December 31, 1998.
3.9 LIMITATION OF RESPONSIBILITY. Neither the Company, a Subsidiary, nor
the Agent shall have any responsibility or liability, other than liabilities
arising out of the Securities Act, for any act or thing done or left undone,
including without limitation any action taken with respect to the price, time,
quantity, or other conditions and circumstances of the purchase of Shares under
the terms of the Plan. A determination by the Company as to any question that
may arise regarding the Plan's conduct or operation shall be final.
3.10 NOTICES. (a) All notices or other communications by a Participant to
the Company or a Subsidiary under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for receipt thereof.
(b) All notices or other communications by the Company or the Agent to a
Participant under or in connection with the Plan shall be deemed to have been
duly given three (3) days after mailing thereof to the address for such
Participant contained in the Company's or Subsidiary's payroll records.
3.11 GOVERNING LAW. The provisions of the Plan shall be governed by and
construed according to the laws of the State of Nebraska.
3.12 NUMBER AND GENDER. Unless the context otherwise requires, for all
purposes of the Plan, words in the singular include their plural, words in their
plural include their singular, and words of one gender include the other
genders.
3.13 SUCCESSORS. The provisions of the plan shall be binding upon and
inure to the benefit of the Company, each Participant, and their respective
heirs, personal representatives, successors, and permitted assigns (if any).
3.14 SECTION TITLES. The titles of the various sections of the Plan are
for convenient reference only and shall not be considered in the interpretation
of the Plan.
3.15 CURRENCY. References to currency in the Plan shall, as appropriate,
refer to the lawful currency of the United States. Unless otherwise specified
herein, any conversion from the currency of one country to the other shall
employ the exchange rate in effect at the time such conversion is made, as
determined by the Executive Committee of the Company.
3.16 EFFECTIVE DATE. The effective date of this Plan has been specified by
the Board of Directors and is set forth on the first page hereof.
EXHIBIT 5.1
OPINION OF ABRAHAMS, KASLOW & CASSMAN
January 23, 1998
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 1,000,000 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 SITEL Corporation Employee Stock Purchase Plan
(the "Stock Purchase Plan") 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
Purchase 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 LLP
We consent to the use of our reports incorporated by reference in the
Registration Statement filed on Form S-8 of SITEL Corporation of our reports
dated April 4, 1997, relating to 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
and the related schedule, which reports appear in the December 31, 1996 Annual
Report on Form 10-K/A of SITEL Corporation.
as amended.
KPMG PEAT MARWICK LLP
Omaha, Nebraska
January 23, 1998
