Teletech Holdings Inc – ‘S-1MEF’ on 10/31/96

As of:  Thursday, 10/31/96   ·   Effective:  10/31/96   ·   Accession #:  912057-96-24366   ·   File #s:  333-13833, 333-15297

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Registration of Additional Securities   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1MEF      Registration of Additional Securities                  4     21K 
 2: EX-5.1      Exhibit 5.1 Neal Gerber Opinion                        2±     9K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 
 4: EX-23.2     Consent of Experts or Counsel                          1      6K 

S-1MEF   —   Registration of Additional Securities

S-1MEF
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1996
                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------- 
FORM S-1
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
------------------- 
TELETECH HOLDINGS, INC. 
(Exact name of registrant as specified in its charter)

                                                                [Download Table]
                                                                                
           DELAWARE                          7389                  84-1291044   
 (State or other jurisdiction    (Primary Standard Industrial   (I.R.S. Employee
              of                 Classification Code Number)     Identification 
incorporation or organization)                                        No.)      

1700 LINCOLN STREET, SUITE 1400 
DENVER, COLORADO 80203
(303) 894-4000
(Address, including zip code, and telephone number, including 
area code, of registrant's executive offices) 

KENNETH D. TUCHMAN
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER 
TELETECH HOLDINGS, INC. 
1700 LINCOLN STREET, SUITE 1400 
DENVER, COLORADO 80203
(303) 894-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service) 
------------------- 

WITH COPIES TO: 

                                                                [Download Table]
                                                                  
CHARLES EVANS GERBER, ESQ.                 HOWARD S. LANZNAR, ESQ.
 HELEN N. KAMINSKI, ESQ.                      MARK D. WOOD, ESQ.  
 Neal, Gerber & Eisenberg                   Katten Muchin & Zavis 
 Two North LaSalle Street                   525 West Monroe Street
 Chicago, Illinois 60602                   Chicago, Illinois 60661
      (312) 269-8000                            (312) 902-5200    

------------------- 

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. 

    If  any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to  Rule 415 under the Securities Act  of
1933, check the following box. / /                                              

    If  this Form  is filed  to register  additional securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration statement  number  of  the  earlier
effective registration statement for the same offering. /X/ 333-13833           

    If  this Form  is a post-effective  amendment filed pursuant  to Rule 462(c)
under the Securities Act,  check the following box  and list the Securities  Act
registration  statement number  of the earlier  effective registration statement
for the same offering. / /                                                      

    If delivery of the prospectus is expected  to be made pursuant to Rule  434,
please check the following box. / /                                             
------------------- 

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

     TITLE OF EACH CLASS OF             PROPOSED MAXIMUM       AMOUNT OF REGISTRATION
  SECURITIES TO BE REGISTERED     AGGREGATE OFFERING PRICE(1)           FEE          
                                                                                     
Common Stock, par value $.01 per                                                     
  share.........................          $14,347,400                $4,348.00       

(1)  Estimated  in  accordance with  Rule  457  (c) solely  for  the  purpose of
    computing the amount of the registration  fee based upon the average of  the
    high  and low prices of the Common  Stock as reported on the Nasdaq National
Market on October 24, 1996.                                             

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S-1MEF
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 

    This  Registration Statement is being filed with the Securities and Exchange
Commission  (the  "Commission")  by  TeleTech  Holdings,  Inc.  (the  "Company")
pursuant  to  Rule  462(b) promulgated  under  the  Securities Act  of  1933, as
amended. This  Registration  Statement  hereby  incorporates  by  reference  the
contents  of the Company's Registration Statement  on Form S-1 (Registration No.
333-13833), filed  on  October 10,  1996,  relating to  the  offering of  up  to
4,140,000 shares of the Company's common stock, par value $.01 per share.       

CERTIFICATION 

    The  Company  hereby  authorizes  the  Commission  to  deduct  the $4,348.00
registration fee  for the  additional shares  of common  stock being  registered
hereby  from available unrestricted funds previously deposited by the Company in
the Commission's  lockbox  at Mellon  Bank.  In the  event  such funds  are  not
available  for any reason,  the Company hereby certifies  to the Commission that
the Company will instruct its bank to wire, to the lockbox of the Commission  at
Mellon  Bank, the  registration fee  for the  additional shares  of common stock
being registered hereby as soon as practicable  (but in no event later than  the
close  of  business  on  November  1,  1996);  that  it  will  not  revoke  such
instructions; and that it has sufficient funds in the relevant account to  cover
the amount of the filling fee.                                                  

S-1MEF
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SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its      
behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on    
October 31, 1996.                                                               

                                    By:       /s/ KENNETH D. TUCHMAN

                                             -----------------------------------
                                            Kenneth D. Tuchman
                                             CHAIRMAN OF THE BOARD OF DIRECTORS,
                                             PRESIDENT AND CHIEF EXECUTIVE
                                             OFFICER

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON OCTOBER 31, 1996 BY THE FOLLOWING     
PERSONS IN THE CAPACITIES INDICATED:                                            

                                                        [Enlarge/Download Table]
                                                                                                                 
                      SIGNATURE                                                   TITLE                          
------------------------------------------------------  ---------------------------------------------------------

                /s/ KENNETH D. TUCHMAN                                                                           
     -------------------------------------------        Chairman of the Board, President and Chief Executive     
                  Kenneth D. Tuchman                     Officer (Principal Executive Officer)                   

                  * STEVEN B. COBURN                                                                             
     -------------------------------------------        Chief Financial Officer (Principal Financial and         
                   Steven B. Coburn                      Accounting Officer)                                     

                    * ROD DAMMEYER                                                                               
     -------------------------------------------        Director                                                 
                     Rod Dammeyer                                                                                

                   * ALAN SILVERMAN                                                                              
     -------------------------------------------        Director                                                 
                    Alan Silverman                                                                               

                    * STUART SLOAN                                                                               
     -------------------------------------------        Director                                                 
                     Stuart Sloan                                                                                

                    * SAMUEL ZELL                                                                                
     -------------------------------------------        Director                                                 
                     Samuel Zell                                                                                 

             *By: /s/ KENNETH D. TUCHMAN                                                                         
     -------------------------------------------                                                                 
                  Kenneth D. Tuchman                                                                             
                 As Attorney-in-Fact                                                                             

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S-1MEF
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EXHIBIT INDEX 

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 EXHIBIT                                                                                                          
   NO.                                                   DESCRIPTION                                              
----------  ------------------------------------------------------------------------------------------------------
                                                                                                                  
5.1         Opinion of Neal, Gerber & Eisenberg                                                                   
23.1        Consent of Arthur Anderson LLP, independent public accountants                                        
23.2        Consent  of Gumbiner, Savett,  Finkel, Fingleson &  Rose, Inc. (formerly  Gumbiner, Savett, Friedman &
             Rose, Inc.), independent public accountants                                                          
23.3        Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1)                                         
24.1*       Power of Attorney                                                                                     
            * Incorporated  by reference  to Exhibit  24.1 to  the Company's  Registration Statement  on Form  S-1
             (Registration No. 333-13833) filed on October 10, 1996.                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1MEF’ Filing		Date		First		Last			Other Filings
		11/1/96		2
Filed on / Effective on:		10/31/96		1		3
		10/24/96		1
		10/10/96		2		4			S-1
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