SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 21, 1998
SITEL CORPORATION
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(Exact name of registrant as specified in its charter)
MINNESOTA 1-12577 47-0684333
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(State or jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
111 S. CALVERT, SUITE 1910
BALTIMORE, MARYLAND 21202
(410) 659-5700
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(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
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This 8-K consists of 8 pages. The Exhibit Index is on page 7.
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ITEM 5. OTHER EVENTS.
On August 21, 1998, the Board of Directors of SITEL Corporation (the
"Company") adopted a Shareholder Rights Plan (the "Rights Plan"). The purpose of
the Rights Plan is to deter certain coercive takeover tactics and enable the
Board of Directors to represent effectively the interests of shareholders in the
event of a takeover attempt. The Rights Plan does not deter negotiated mergers
or business combinations that the Board of Directors determines to be in the
best interests of the Company and its shareholders.
To implement the Rights Plan the Board of Directors declared a dividend of
one preferred share purchase right (a "Right") for each outstanding share of
common stock of the Company (the "Common Stock"). The dividend will be paid on
August 31, 1998 to the shareholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one one-thousandth of a share
of Series A Participating Preferred Stock, par value $.001 per share, of the
Company (the "Preferred Stock") at a price of $30.00 per one one-thousandth of a
share of Preferred Stock, subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and First Chicago Trust Company of New York, as Rights Agent.
RIGHTS ATTACH TO COMMON SHARES INITIALLY
Initially and until a Distribution Date (as defined below) occurs, the
Rights are attached to all shares of Common Stock and no separate Right
certificates will be issued. During this initial period,
* the Rights are not exercisable;
* the Rights are transferred with the shares of Common Stock and are not
transferrable separately from those shares of Common Stock;
* new Common Stock certificates or book entry shares issued will contain a
notation incorporating the Rights Agreement by reference; and
* the transfer of any shares of Common Stock will also constitute the
transfer of Rights associated with those shares of Common Stock.
DISTRIBUTION OF RIGHTS
Separate certificates evidencing the Rights will be mailed to holders of
record of the shares of Common Stock as soon as practicable following the
"Distribution Date". The Distribution Date is the earlier to occur of the
following two events:
* the 10th day after a public announcement that a person or group of
affiliated or associated persons has acquired 20% or more of the
outstanding shares of Common Stock (thereby becoming an "Acquiring
Person" under the Rights Plan); or
* such date as may be determined by the Board of Directors of the Company,
after the commencement or announcement of a tender or exchange offer by a
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person or group for 20% or more of the outstanding shares of Common
Stock.
Acquisitions by the following persons will not result in the person
becoming an Acquiring Person: the Company, any subsidiary or employee benefit
plan of the Company, James F. Lynch, or any other person approved in advance by
the Board of Directors of the Company.
After the Distribution Date, the Rights will be tradeable separately from
the shares of Common Stock. After the Distribution Date and after the Company's
right to redeem (as described below) has expired, the Rights will be exercisable
in two different ways depending on the circumstances as set forth below.
RIGHT TO PURCHASE SITEL STOCK
If a person or group acquires 20% or more of the outstanding shares of
Common Stock (thereby becoming an Acquiring Person) and the Company's redemption
right has expired, each holder of a Right (except those held by the Acquiring
Person and its affiliates and associates) will have the right to purchase, upon
exercise, shares of Common Stock (or, in certain circumstances, shares of
Preferred Stock or similar securities of the Company) having a value equal to
two times the exercise price of the Right. In other words, the Rights holders
other than the Acquiring Person may purchase shares of Common Stock at a 50%
discount.
For example, at the exercise price of $30.00 per Right, each Right not
owned by an Acquiring Person would entitle its holder to purchase $60.00 worth
of shares of Common Stock (or other consideration, as noted above) for $30.00.
Assuming a value of $5.00 per share of Common Stock at such time, the holder of
each valid Right would be entitled to purchase 12 shares of Common Stock for
$30.00.
RIGHT TO PURCHASE ACQUIRING PERSON STOCK
Alternatively, if, in a transaction not approved by the Board of Directors,
the Company is acquired in a merger or other business combination or 50% or more
of its assets or earning power are sold, after a person or group has become an
Acquiring Person, and the Company's redemption right has expired, proper
provision will be made so that each holder of a Right will thereafter have the
right to purchase, upon exercise, that number of shares of common stock of the
acquiring company as have a market value of two times the exercise price of the
Right. In other words, a Rights holder may purchase the acquiring company's
common stock at a 50% discount.
EXCHANGE OF SITEL STOCK FOR RIGHTS
At any time after any person or group becomes an Acquiring Person and
before the Acquiring Person acquires 50% or more of the outstanding shares of
Common Stock, the Board of Directors may exchange the Rights (other than Rights
owned by the Acquiring Person, which will have become void), in whole or in
part, at an exchange ratio of one share of Common Stock, or one one-thousandth
of a share of Preferred Stock (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right subject to adjustment.
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REDEMPTION OF RIGHTS
The Rights are redeemable by the Company in whole but not in part at a
price of $.001 per Right at any time until up to and including the 10th day
after the time that a person or group has become an Acquiring Person.
Immediately upon redemption the right to exercise will terminate and the only
right of holders will be to receive the redemption price.
EXPIRATION OF RIGHTS
The Rights will expire on August 21, 2008 unless the expiration date is
extended by amendment as described below or unless the Rights are earlier
redeemed or exchanged by the Company as described above.
AMENDMENTS
As long as the Rights are redeemable, the terms of the Rights may be
amended by the Board of Directors in its discretion without the consent of the
Rights holders. After that time, no amendment may adversely affect the interests
of the Rights holders (other than the Acquiring Person).
MISCELLANEOUS
The number of outstanding Rights and the number of one one-thousandths of a
share of Preferred Stock issuable upon exercise of each Right are subject to
adjustment under certain circumstances.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock that may be purchased upon exercise of each Right should
approximate the value of one Common Share.
Until a Right is exercised, a Rights holder, as such, will have no rights
as a stockholder of the Company, including without limitation the right to vote
or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
August 21, 1998. A copy of the Rights Agreement is available to Rights holders
free of charge upon request to the Corporate Secretary of the Company.
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which is
filed with the Securities and Exchange Commission as an Exhibit hereto and is
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
(1) 1. Rights Agreement, dated as of August 21, 1998, between SITEL
Corporation and First Chicago Trust Company of New York, as Rights
Agent, which includes the Form of Certificate of Designation of Series
A Participating Preferred Stock as Exhibit A, the Form of Right
Certificate as Exhibit B, and the Summary of Rights to Purchase Shares
of Preferred Stock as Exhibit C.
99.1 Press Release, dated August 21, 1998, announcing adoption of the
Shareholder Rights Plan.
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(1) Exhibit 1 hereto was previously filed as an exhibit under the same
number to the Registration Statement of the Company on Form 8-A dated
August 21, 1998, registering rights to purchase shares of its
Preferred Stock, and is incorporated herein by this reference.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 21, 1998.
SITEL CORPORATION
By: /s/ W. Gar Richlin
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W. Gar Richlin,
Executive Vice President-Finance,
Chief Financial Officer and Secretary
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EXHIBIT INDEX
Page Number
In Sequential
Exhibit Numbering
No. System
(1) 1 Rights Agreement dated as of N/A
August 21, 1998, between the Company and First
Chicago Trust Company of New York, as Rights
Agent, which includes the Form of Certificate
of Designation of Series A Participating
Preferred Stock as Exhibit A, the Form of
Right Certificate as Exhibit B, and the
Summary of Rights to Purchase Shares of
Preferred Stock as Exhibit C.
99.1 Press Release, dated August 21, 1998, announcing adoption of
the Shareholder Rights Plan
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(1) Exhibit 1 hereto was previously filed as an exhibit under the same number
to the Registration Statement of the Company on Form 8-A dated August 21,
1998, registering rights to purchase shares of its Preferred Stock, and is
incorporated herein by this reference.
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EXHIBIT 99.1
FROM: FOR:
Swenson NHB Investor Relations SITEL Corporation
150 South Fifth St. Suite 1300 111 South Calvert St., Suite 1900
Minneapolis, Minn. 55402 Baltimore, Md. 21202
Contact: Doug Ewing 612-371-0000
Contact: Gar Richlin, EVP and CFO, or
Jim Jacobson, Investor Relations
410-246-1505
FOR IMMEDIATE RELEASE
SITEL CORPORATION ADOPTS SHAREHOLDER RIGHTS PLAN
BALTIMORE -- August 21, 1998 -- SITEL Corporation (NYSE:SWW), the global leader
in teleservicing, today announced that its Board of Directors has adopted a
Shareholder Rights Plan and has declared a dividend of one Preferred Stock
purchase right for each outstanding common share to shareholders of record at
the close of business on August 31, 1998.
The Rights will be exercisable only if a person or group acquires 20
percent or more of the company's outstanding common shares, or commences a
tender or exchange offer that would result in the ownership by a person or group
of 20 percent or more of the company's outstanding common shares.
Each Right, which is not currently exercisable, will entitle the holder to
purchase one one-thousandth of a share of the company's new Series A Preferred
Stock at an exercise price of $30. In the event the Rights become exercisable,
holders (other than the acquiring group or person) will be entitled to purchase,
at the exercise price, shares of SITEL common stock, or in some cases SITEL
preferred stock or common stock of the acquiring company, which have a market
value equal to twice the exercise price.
Unless or until the Rights become exercisable, they will trade with SITEL
common shares and no separate certificates will be issued. A summary of the
Rights Agreement will be sent to shareholders on or about August 31, 1998. Under
certain circumstances, the Rights are redeemable at a price of $0.001 per Right
and will expire on August 21, 2008, unless redeemed earlier.
The company said that numerous public companies have adopted similar
plans. The plans are intended to protect shareholders' rights to realize full,
long-term value of their investment in the company, while not preventing a
fairly valued bid. The Plan was not adopted in response to any known effort to
acquire the company.
SITEL Corporation is the global leader in providing outsourced telephone
and Internet-based customer service and sales program on behalf of corporations
worldwide. The company operates over 13,100 workstations in over 70 call centers
in 17 countries throughout North America, Europe, Asia Pacific and Latin
America, covers over 25 languages and dialects and employs over 20,000 people.
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8/21/1998
