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) April 10, 1998
APAC TELESERVICES, INC.
(Exact name of registrant as specified in charter)
Illinois 0-26786 36-2777140
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
One Parkway North Center, Suite 510, Deerfield, IL 60015
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code 847/374-4980
N/A
(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS
On April 10, 1998, Registrant filed its Definitive Proxy Statement.
Attached as Exhibit 99.1 to this Form 8-K is the Registrant's Amended and
Restated 1995 Incentive Stock Plan reflecting the amendments proposed in the
Proxy Statement.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description of Document
(99.1) Amended and Restated 1995 Incentive Stock Plan.
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 hereunto duly authorized.
Date: April 10, 1998 APAC TELESERVICES, INC.
By: /s/ William S. Lipsman
William S. Lipsman, Vice President,
General Counsel and Secretary
APAC TELESERVICES, INC.
AMENDED AND RESTATED
1995 INCENTIVE STOCK PLAN
1. PURPOSE. The APAC TELESERVICES, INC. Amended and Restated 1995
Incentive Stock Plan (the "Plan") is intended to provide incentives which will
attract and retain highly competent persons as officers and key employees of
APAC TELESERVICES, INC. and its subsidiaries (the "Company"), as well as
independent contractors providing consulting or advisory services to the
Company, by providing them opportunities to acquire Common Shares of the Company
("Common Shares") or to receive monetary payments based on the value of such
shares pursuant to the Awards described herein.
2. ADMINISTRATION. The Plan will be administered by the Compensation
Committee (the "Committee") appointed by the Board of Directors of the Company
from among its members provided, however, that as long as Common Shares are
registered under the Securities Exchange Act of 1934, members of the Committee
must qualify as non-employee directors within the meaning of Securities and
Exchange Commission Regulation Section 240.16b-3. The Committee is authorized,
subject to the provisions of the Plan, to establish such rules and regulations
as it deems necessary for the proper administration of the Plan and to make such
determinations and interpretations and to take such action in connection with
the Plan and any Awards granted hereunder as it deems necessary or advisable.
All determinations and interpretations made by the Committee shall be binding
and conclusive on all participants and their legal representatives. No member
of the Board, no member of the Committee and no employee of the Company shall be
liable for any act or failure to act hereunder, by any other member or employee
or by any agent to whom duties in connection with the administration of this
Plan have been delegated or, except in circumstances involving his bad faith,
gross negligence or fraud, for any act or failure to act by the member or
employee.
3. PARTICIPANTS. Participants will consist of such officers and key
employees of the Company, and independent contractors providing consulting or
advisory services to the Company, as the Committee in its sole discretion
determines to be significantly responsible for the success and future growth and
profitability of the Company and whom the Committee may designate from time to
time to receive Awards under the Plan. Designation of a participant in any year
shall not require the Committee to designate such person to receive an Award in
any other year or, once designated, to receive the same type or amount of Awards
as granted to the participant in any year. The Committee shall consider such
factors as it deems pertinent in selecting participants and in determining the
type and amount of their respective Awards.
4. TYPES OF AWARDS. Awards under the Plan may be granted in any one
or a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock
Awards, (d) Performance Shares, and (e) Performance Units, all as described
below (collectively "Awards").
5. SHARES RESERVED UNDER THE PLAN. There is hereby reserved for
issuance under the Plan an aggregate of nine million (9,000,000) Common Shares,
which may be authorized but unissued shares. In addition, any Common Shares
subject to options currently outstanding as of the date of adoption of this Plan
under the Company's agreements with employees of the Company which hereafter
lapse, expire or are terminated shall be available for Awards hereunder. Any
shares subject to Stock Options or Stock Appreciation Rights or issued under
such options or rights or as Stock Awards may thereafter be subject to new
options, rights or awards under this Plan if there is a lapse, expiration or
termination of any such options, or rights prior to issuance of the shares or
the payment of the equivalent or if shares are issued under such options or
rights or as such awards, and thereafter are reacquired by the Company pursuant
to rights reserved by the Company upon issuance thereof.
6. STOCK OPTIONS. Stock Options will consist of awards from the
Company, in the form of agreements, which will enable the holder to purchase a
specific number of Common Shares, at set terms and at a fixed purchase price.
Stock Options may be "incentive stock options" within the meaning of Section 422
of the Internal Revenue Code ("Incentive Stock Options") or Stock Options which
do not constitute Incentive Stock Options ("Nonqualified Stock Options"). The
Committee will have the authority to grant to any participant one or more
Incentive Stock Options, Nonqualified Stock Options, or both types of Stock
Options (in each case with or without Stock Appreciation Rights). Each Stock
Option shall be subject to such terms and conditions consistent with the Plan as
the Committee may impose from time to time, subject to the following
limitations:
(A) EXERCISE PRICE. Each Stock Option granted hereunder shall have
such per-share exercise price as the Committee may determine at the date of
grant provided, however, that the per-share exercise price for Incentive Stock
Options shall not be less than 100% of the Fair Market Value of the Common
Shares on the date the option is granted and provided further that the per-share
exercise price for Nonqualified Stock Options shall not be less than 85% of the
Fair Market Value of the Common Shares on the date the option is granted.
(B) PAYMENT OF EXERCISE PRICE. The option exercise price may be
paid by check or, in the discretion of the Committee, by the delivery (or
certification of ownership) of Common Shares of the Company then owned by the
participant; provided, however, that option agreements may provide that payment
of the exercise price by delivery of Common Shares of the Company then owned by
the participant may be made only if such payment does not result in a charge to
earnings for financial accounting purposes as determined by the Committee. In
the discretion of the Committee, if Common Shares are readily tradeable on a
national securities exchange or other market system at the time of option
exercise, payment may also be made by delivering a properly executed exercise
notice to the Company together with a copy of irrevocable instructions to a
broker to deliver promptly to the Company the amount of sale or loan proceeds to
pay the exercise price. To facilitate the foregoing, the Company may enter into
agreements for coordinated procedures with one or more brokerage firms.
(C) EXERCISE PERIOD. Stock Options granted under the Plan shall be
exercisable at such times and subject to such terms and conditions as shall be
determined by the Committee. In addition, Nonqualified Stock Options shall not
be exercisable later than fifteen years after the date they are granted and
Incentive Stock Options shall not be exercisable later than ten years after the
date they are granted. All Stock Options shall terminate at such earlier times
and upon such conditions or circumstances as the Committee shall in its
discretion set forth in such option at the date of grant.
(D) LIMITATIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock Options
may be granted only to participants who are employees of the Company or one of
its subsidiaries (within the meaning of Section 424(f) of the Internal Revenue
Code) at the date of grant. The aggregate Fair Market Value (determined as of
the time the option is granted) of the Common Shares with respect to which
Incentive Stock Options are exercisable for the first time by a participant
during any calendar year (under all option plans of the Company) shall not
exceed $100,000. Incentive Stock Options may not be granted to any participant
who, at the time of grant, owns stock possessing (after the application of the
attribution rules of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company, unless the option
price is fixed at not less than 110% of the Fair Market Value of the Common
Shares on the date of grant and the exercise of such option is prohibited by its
terms after the expiration of five years from the date of grant of such option.
(E) REDESIGNATION AS NONQUALIFIED STOCK OPTIONS. Options designated
as "incentive stock options" that fail to continue to meet the requirements of
Section 422 of the Internal Revenue Code shall be redesignated as nonqualified
options for Federal income tax purposes automatically without further action by
the Committee on the date of such failure to continue to meet the requirements
of Section 422 of the Code.
(F) LIMITATION OF RIGHTS IN SHARES. The recipient of a Stock Option
shall not be deemed for any purpose to be a shareholder of the Company with
respect to any of the shares subject thereto except to the extent that the Stock
Option shall have been exercised and, in addition, a certificate shall have been
issued and delivered to the participant.
(G) INDIVIDUAL LIMITATION ON NUMBER OF SHARES. The number of shares
subject to Stock Options which may be granted during any calendar year to any
one participant shall not exceed one hundred thousand (100,000) shares.
7. STOCK APPRECIATION RIGHTS. The Committee may, in its discretion,
grant Stock Appreciation Rights to the holders of any Stock Options granted
hereunder. In addition, Stock Appreciation Rights may be granted independently
of and without relation to options. The number of shares subject to Stock
Appreciation Rights which may be granted during any calendar year to any one
participant shall not exceed seventy thousand (70,000) shares. Each Stock
Appreciation Right shall be subject to such terms and conditions consistent with
the Plan as the Committee shall impose from time to time, including the
following:
(A) A Stock Appreciation Right relating to a Nonqualified Stock
Option may be made part of such option at the time of its grant or at any time
thereafter up to six months prior to its expiration, and a Stock Appreciation
Right relating to an Incentive Stock Option may be made part of such option only
at the time of its grant.
(B) Each Stock Appreciation Right will entitle the holder to elect to
receive the appreciation in the Fair Market Value of the shares subject thereto
up to the date the right is exercised. In the case of a right issued in
relation to a Stock Option, such appreciation shall be measured from not less
than the option price and in the case of a right issued independently of any
Stock Option, such appreciation shall be measured from not less than 85% of the
Fair Market Value of the Common Shares on the date the right is granted.
Payment of such appreciation shall be made in cash or in Common Shares, or a
combination thereof, as set forth in the award, but no Stock Appreciation Right
shall entitle the holder to receive, upon exercise thereof, more than the number
of Common Shares (or cash of equal value) with respect to which the right is
granted.
(C) Each Stock Appreciation Right will be exercisable at the times
and to the extent set forth therein, but no Stock Appreciation Right may be
exercisable earlier than six months after the date it was granted or later than
the earlier of (i) the term of the related option, if any, or (ii) fifteen years
after it was granted. Exercise of a Stock Appreciation Right shall reduce the
number of shares issuable under the Plan (and the related option, if any) by the
number of shares with respect to which the right is exercised.
8. STOCK AWARDS. Stock Awards will consist of Common Shares
transferred to participants without other payment therefor as additional
compensation for services to the Company. Stock Awards shall be subject to such
terms and conditions as the Committee determines appropriate, including, without
limitation, restrictions on the sale or other disposition of such shares and
rights of the Company to reacquire such shares for no consideration upon
termination of the participant's employment within specified periods. The
Committee may require the participant to deliver a duly signed stock power,
endorsed in blank, relating to the Common Shares covered by such an Award. The
Committee may also require that the stock certificates evidencing such shares be
held in custody until the restrictions thereon shall have lapsed. The
participant shall have, with respect to the Common Shares subject to a Stock
Award, all of the rights of a holder of Common Shares of the Company, including
the right to receive dividends and to vote the shares.
9. PERFORMANCE SHARES.
(A) Performance Shares may be awarded either alone or in addition to
other Awards granted under this Plan and shall consist of the right to receive
Common Shares or cash of an equivalent value at the end of a specified
Performance Period (defined below). The Committee shall determine the
participants to whom and the time or times at which Performance Shares shall be
awarded, the number of Performance Shares to be awarded to any person, the
duration of the period (the "Performance Period") during which, and the
conditions under which, receipt of the Common Shares will be deferred, and the
other terms and conditions of the Award in addition to those set forth in this
Section 9. The Committee may condition the grant of Performance Shares upon the
attainment of specified performance goals or such other factors or criteria as
the Committee shall determine.
(B) Performance Shares awarded pursuant to this Section 9 shall be
subject to the following terms and conditions:
(I) Unless otherwise determined by the Committee at the time of the
grant of the Award, amounts equal to any dividends declared during the
Performance Period with respect to the number of Common Shares covered by a
Performance Share Award will not be paid to the participant.
(II) Subject to the provisions of the Performance Share Award and
this Plan, at the expiration of the Performance Period, share certificates
and/or cash of an equivalent value (as the Committee may determine) shall
be delivered to the participant, or his or her legal representative, in a
number equal to the vested shares covered by the Performance Share Award.
(III) Subject to the applicable provisions of the Performance Share
Award and this Plan, upon termination of a participant's employment with
the Company for any reason during the Performance Period for a given
Performance Share Award, the Performance Shares in question will vest or be
forfeited in accordance with the terms and conditions established by the
Committee.
10. PERFORMANCE UNITS.
(A) Performance Units may be awarded either alone or in addition to
other Awards granted under this Plan and shall consist of the right to receive a
fixed dollar amount, payable in cash or Common Shares or a combination of both.
The Committee shall determine the participants to whom and the time or times at
which Performance Units shall be awarded, the number of Performance Units to be
awarded to any person, the duration of the period (the "Performance Cycle")
during which, and the conditions under which, a participant's right to
Performance Units will be vested, the ability of participants to defer the
receipt of payment of such Performance Units, and the other terms and conditions
of the Award in addition to those set forth in Section 10. The Committee may
condition the vesting of Performance Units upon the attainment of specified
performance goals or such other factors or criteria as the Committee shall
determine.
(B) The Performance Units awarded pursuant to this Section 10 shall
be subject to the following terms and conditions:
(I) At the expiration of the Performance Cycle, the Committee shall
determine the extent to which the performance goals have been achieved, and
the percentage of the Performance Units of each participant that have
vested.
(II) Subject to the applicable provisions of the Performance Unit
Award and this Plan, at the expiration of the Performance Cycle, cash
and/or share certificates of an equivalent value (as the Committee may
determine) shall be delivered to the participant, or his or her legal
representative, in payment of the vested Performance Units covered by the
Performance Unit Award.
(III) Subject to the applicable provisions of the Performance Unit
Award and this Plan, upon termination of a participant's employment with
the Company for any reason during the Performance Cycle for a given
Performance Unit Award, the Performance Units in question will vest or be
forfeited in accordance with the terms and conditions established by the
Committee.
11. ADJUSTMENT PROVISIONS.
(A) If the Company shall at any time change the number of issued
Common Shares without new consideration to the Company (such as by stock
dividend, stock split, recapitalization, reorganization, exchange of shares,
liquidation, combination or other change in corporate structure affecting the
Common Shares) or make a distribution of cash or property which has a
substantial impact on the value of issued Common Shares, the total number of
shares available for Awards under this Plan shall be appropriately adjusted and
the number of shares covered by each outstanding Award and the reference price
or Fair Market Value for each outstanding Award shall be adjusted so that the
net value of such Award shall not be changed.
(B) In the case of any sale of assets, merger, consolidation,
combination or other corporate reorganization or restructuring of the Company
with or into another corporation which results in the outstanding Common Shares
being converted into or exchanged for different securities, cash or other
property, or any combination thereof (an "Acquisition"), subject to the
provisions of this Plan and any limitation applicable to the Award:
(I) any participant to whom a Stock Option has been granted shall
have the right thereafter and during the term of the Stock Option, to
receive upon exercise thereof the Acquisition Consideration (as defined
below) receivable upon the Acquisition by a holder of the number of Common
Shares which might have been obtained upon exercise of the Stock Option or
portion thereof, as the case may be, immediately prior to the Acquisition;
(II) any participant to whom a Stock Appreciation Right has been
granted shall have the right thereafter and during the term of such right
to receive upon exercise thereof the difference on the exercise date
between the aggregate Fair Market Value of the Acquisition Consideration
receivable upon such acquisition by a holder of the number of Common Shares
which are covered by such right and the aggregate reference price of such
right; and
(III) any participant to whom Performance Shares or Performance Units
have been awarded shall have the right thereafter and during the term of
the Award, upon fulfillment of the terms of the Award, to receive on the
date or dates set forth in the Award, the Acquisition Consideration
receivable upon the Acquisition by a holder of the number of Common Shares
which are covered by the Award.
The term "Acquisition Consideration" shall mean the kind and amount of
securities, cash or other property or any combination thereof receivable in
respect of one Common Share upon consummation of an Acquisition.
(C) Notwithstanding any other provision of this Plan, the Committee
may authorize the issuance, continuation or assumption of Awards or provide for
other equitable adjustments after changes in the Common Shares resulting from
any other merger, consolidation, sale of assets, acquisition of property or
stock, recapitalization, reorganization or similar occurrence upon such terms
and conditions as it may deem equitable and appropriate.
(D) In the event that another corporation or business entity is being
acquired by the Company, and the Company assumes outstanding employee stock
options and/or stock appreciation rights and/or the obligation to make future
grants of options or rights to employees of the acquired entity, the aggregate
number of Common Shares available for Awards under this Plan shall be increased
accordingly.
12. NONTRANSFERABILITY.
(A) Each Award granted under the Plan to a participant shall not be
transferable by him otherwise than by law or by will or the laws of descent and
distribution, and shall be exercisable, during his lifetime, only by him. In
the event of the death of a participant while the participant is rendering
services to the Company, each Stock Option or Stock Appreciation Right
theretofore granted to him shall be exercisable during such period after his
death as the Committee shall in its discretion set forth in such option or right
at the date of grant (but not beyond the stated duration of the option or right)
and then only:
(I) By the executor or administrator of the estate of the
deceased participant or the person or persons to whom the deceased
participant's rights under the Stock Option or Stock Appreciation
Right shall pass by will or the laws of descent and distribution; and
(II) To the extent that the deceased participant was entitled to do
so at the date of his death.
(B) Notwithstanding Section 12(a), in the discretion of the
Committee, Awards granted hereunder may be transferred to members of the
participant's immediate family (which for purposes of this Plan shall be limited
to the participant's children, grandchildren and spouse), or to one or more
trusts for the benefit of such family members or partnerships in which such
family members and/or trusts are the only partners, but only if the Award
expressly so provides.
13. OTHER PROVISIONS. Awards under the Plan may also be subject to
such other provisions (whether or not applicable to any other Awards under the
Plan) as the Committee determines appropriate, including without limitation,
provisions for the installment purchase of Common Shares under Stock Options,
provisions for the installment exercise of Stock Appreciation Rights, provisions
to assist the participant in financing the acquisition of Common Shares,
provisions for the forfeiture of, or restrictions on resale or other disposition
of Shares acquired under any form of Award, provisions for the acceleration of
exercisability or vesting of Awards in the event of a change of control of the
Company, provisions for the payment of the value of Awards to participants in
the event of a change of control of the Company, provisions for the forfeiture
of, or provisions to comply with Federal and state securities laws, or
understandings or conditions as to the participant's employment in addition to
those specifically provided for under the Plan.
14. FAIR MARKET VALUE. For purposes of this Plan and any Awards
hereunder, Fair Market Value of Common Shares shall be the mean between the
highest and lowest sale prices for the Company's Common Shares as reported on
the NASDAQ National Market System (or such other consolidated transaction
reporting system on which such Common Shares are primarily traded) on the date
of calculation (or on the next preceding trading date if Common Shares were not
traded on the date of calculation), provided, however, that if the Company's
Common Shares are not at any time readily tradeable on a national securities
exchange or other market system, Fair Market Value shall mean the amount
determined in good faith by the Committee as the fair market value of the Common
Shares of the Company.
15. WITHHOLDING. All payments or distributions made pursuant to the
Plan shall be net of any amounts required to be withheld pursuant to applicable
federal, state and local tax withholding requirements. If the Company proposes
or is required to distribute Common Shares pursuant to the Plan, it may require
the recipient to remit to it an amount sufficient to satisfy such tax
withholding requirements prior to the delivery of any certificates for such
Common Shares. The Committee may, in its discretion and subject to such rules
as it may adopt, permit an optionee or award or right holder to pay all or a
portion of the federal, state and local withholding taxes arising in connection
with (a) the exercise of a Nonqualified Stock Option or a Stock Appreciation
Right, (b) the receipt or vesting of Stock Awards, or (c) the receipt of Common
Shares upon the expiration of the Performance Period or the Performance Cycle,
respectively, with respect to any Performance Shares or Performance Units, by
electing to have the Company withhold Common Shares having a Fair Market Value
equal to the amount to be withheld.
16. TENURE. A participant's right, if any, to continue to serve the
Company as an officer, employee, independent contractor, or otherwise, shall not
be enlarged or otherwise affected by his designation as a participant under the
Plan, nor shall this Plan in any way interfere with the right of the Company,
subject to the terms of any separate employment agreement to the contrary, at
any time to terminate such employment or to increase or decrease the
compensation of the participant from the rate in existence at the time of the
grant of an Award.
17. DURATION, AMENDMENT AND TERMINATION. No Award shall be granted
after July 1, 2005; provided, however, that the terms and conditions applicable
to any Award granted prior to such date may thereafter be amended or modified by
mutual agreement between the Company and the participant or such other persons
as may then have an interest therein. Also, by mutual agreement between the
Company and a participant hereunder, under this Plan or under any other present
or future plan of the Company, Awards may be granted to such participant in
substitution and exchange for, and in cancellation of, any Awards previously
granted such participant under this Plan, or any other present or future plan of
the Company. The Board of Directors may amend the Plan from time to time or
terminate the Plan at any time. However, no action authorized by this Section
17 shall reduce the amount of any existing Award or change the terms and
conditions thereof without the participant's consent. No amendment of the Plan
shall be made without approval of the shareholders of the Company if such
approval is required by law or regulatory authority.
18. GOVERNING LAW. This Plan and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
State of Illinois (regardless of the law that might otherwise govern under
applicable Illinois principles of conflict of laws).
