Automatic Shelf Registration Statement for Securities of a Well-Known Seasoned Issuer — Form S-3 Filing Table of Contents
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(Name, Address, Including Zip
Code, and Telephone Number, Including Area Code, of Agent For
Service)
Approximate date of commencement of proposed sale to the
public: From time to time after this Registration
Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
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. o
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. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following box. o
CALCULATION
OF REGISTRATION FEE
Title of Each Class of
Amount to be
Proposed Maximum
Proposed Maximum
Amount of
Securities to be Registered
Registered
Offering Price Per Unit(1)
Aggregate Offering Price
Registration Fee
Common Stock
(1
)
(1
)
(1
)
(1
)
(1)
An indeterminate number of shares
of common stock to be offered at indeterminate prices is being
registered pursuant to this registration statement. The
registrant is deferring payment of the registration fee pursuant
to Rule 456(b) and is omitting this information in reliance
on Rule 456(b) and Rule 457(r).
The
information in this prospectus is not complete and may be
changed. This prospectus is not an offer to sell these
securities and we are not soliciting offers to buy these
securities in any state where such offer or sale is not
permitted.
The selling stockholders are offering 5,000,000 shares of
common stock of TeleTech Holdings, Inc. See “Selling
Stockholders.” We will not receive any of the proceeds from
the sale of shares of common stock by the selling stockholders.
Our common stock is quoted on the Nasdaq Global Market under the
symbol “TTEC”. The last reported sale price of our
common stock on March 16, 2007 was $35.45 per share.
The selling stockholders have granted the underwriters the right
to purchase an additional 750,000 shares of common stock to
cover over-allotments.
Investing in our common stock involves risks. See “Risk
Factors” beginning on page 7.
Underwriting
Price to
Discounts
Proceeds to Selling
Public
and Commissions
Stockholder
Per Share
$
$
$
Total
$
$
$
The Securities and Exchange Commission and state securities
regulators have not approved or disapproved these securities, or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the shares of common stock to
purchasers on or
about ,
2007.
In this prospectus, “TeleTech,” the
“company,”“we,”“us” and
“our” refer to TeleTech Holdings, Inc. You should rely
only on the information contained or incorporated by reference
in this prospectus. We and the selling stockholders have not
authorized anyone to provide you with information different from
that contained or incorporated by reference in this prospectus.
The selling stockholders are offering to sell, and seeking
offers to buy, shares of common stock only in jurisdictions
where offers and sales are permitted.
This summary highlights information contained elsewhere or
incorporated by reference in this prospectus. This summary may
not contain all of the information that you should consider
before deciding to invest in our common stock. You should read
this entire prospectus carefully, including the information
incorporated by reference, the “Risk Factors” section
and our consolidated financial statements and the notes to those
statements.
TeleTech
Our
Company
TeleTech is one of the largest and most geographically diverse
global providers of business process outsourcing solutions. We
have a
25-year
history of designing, implementing and managing critical
business processes for Global 1000 companies to help them
improve their customers’ experience, expand their strategic
capabilities and increase their operating efficiencies. By
delivering a high-quality customer experience through the
effective integration of customer-facing front-office processes
with internal back-office processes, we enable our clients to
better serve, grow and retain their customer base. We use Six
Sigma-based quality methods to design, implement and continually
enhance the business processes we deliver to our clients and we
also apply this methodology to our own internal operations. We
have developed deep domain expertise and support approximately
300 business process outsourcing programs serving approximately
135 global clients in the automotive, communications, financial
services, government, healthcare, retail, technology and travel
and leisure industries. We typically enter into long-term
relationships with our clients which provide us with a recurring
revenue stream. Our integrated global solutions are provided by
47,000 employees utilizing 33,600 workstations across 88
business process delivery centers in 17 countries. From 2000 to
2005, we made significant investments in centralizing,
standardizing, virtualizing and further automating our worldwide
delivery capabilities. This investment enables rapid scaling of
our business, improves the quality of global delivery to our
clients and reduces the incremental cost of scaling our
business. This was accomplished primarily by (i) migrating
to a centralized
IP-based
delivery platform for voice, data and video;
(ii) developing a proprietary suite of human capital tools
that allow us to attract, screen, hire, train and reward
employees at significant scale; (iii) standardizing our
worldwide operating practices, and (iv) investing in new,
innovative higher-margin offerings including
e-commerce
solutions and professional and hosted services. Currently, 56%
of our workstations are located offshore and 33%, or
approximately $400 million, of our 2006 revenue was
generated in our offshore delivery centers, representing a 39%
increase over our 2005 offshore revenue.
Our
Opportunity
Companies around the world are increasingly realizing that the
quality of their customer relationships are critical to
maintaining their competitive advantage. This realization has
driven companies to increase their focus on developing,
managing, growing and continuously enhancing their customer
relationships.
Additionally, globalization of the world’s economy
continues to accelerate. Businesses are now competing on a
global basis due to rapid advances in technology and
telecommunications that permit cost-effective real-time global
communications and ready access to a highly-skilled global labor
force. As a result of these developments, companies have
increasingly outsourced business processes to third-party
providers in an effort to enhance or maintain their competitive
position and increase shareholder value through improved
productivity and profitability.
The global business process outsourcing industry is large and
growing. Based on industry reports, we estimate that companies
are spending approximately $5 trillion worldwide on business
processes. International Data Corporation has reported that in
2005 companies outsourced $385 billion of business
process services globally. This is projected to grow to
$618 billion by 2010, representing a 10% compounded annual
growth rate. According to Gartner, the portion of business
process services outsourced offshore is projected to grow more
rapidly from $6.4 billion in 2005 to $42.9 billion by
2009, representing a 61% compounded annual growth rate.
We believe that the global demand for high quality third-party
business process services is being fueled by the following
trends:
•
Integration of front- and back-office business processes to
provide an enhanced customer
experience. Companies have realized that
integrated business processes allow customer needs to be met
more quickly and efficiently resulting in higher customer
satisfaction and increasing the likelihood for customers to
maintain or increase their relationship. By providing a
high-quality customer experience, companies can improve their
competitive position and continue to grow and retain their
customer base.
•
Increasing percentage of company operations being outsourced
to most capable providers. Having experienced
success with outsourcing a portion of their business processes,
companies are outsourcing a larger percentage of their business
processes. Furthermore, companies are outsourcing more complex
business processes, recognizing the importance of achieving
continuous process improvement and enhanced productivity. To
achieve these benefits, companies are consolidating their
outsourcing by focusing on third-party providers that have an
extensive operating history, global reach, world-class
capabilities and an ability to scale and meet their evolving
needs.
•
Increasing adoption of outsourcing across broader groups of
industries. Early adopters of the business
process outsourcing trend, such as the media and communications
industries, are being joined by companies in the healthcare,
retailing, financial services and other industries. These
companies are beginning to adopt outsourcing to improve their
business processes and competitiveness.
•
Focus on
speed-to-market
by companies launching new products or entering new geographic
locations. As companies broaden their product
offerings and seek to enter new emerging markets, they are
looking for outsourcing providers that can give them
speed-to-market
while reducing their capital and operating risk. To achieve
these benefits, companies are seeking service providers with an
extensive operating history, an established global footprint and
the financial strength to invest in innovation to deliver more
strategic capabilities and the ability to scale and meet
customer demands quickly.
Our
Solution
Over our
25-year
operating history, we have developed deep and broad capabilities
in delivering integrated front-and back-office processes that
enable our clients to more effectively acquire, grow and retain
their customer base and improve their overall business
performance.
Design, implement and run comprehensive and integrated
business process solutions. We design and
implement integrated business processes to enhance and grow our
clients’ existing customer bases and to acquire new
customers on their behalf. Clients utilize our services to
increase profitability, to drive process improvement, to enhance
their ability to respond quickly to changes in business strategy
and to reduce costs. Our employees interact with our
clients’ customers, suppliers, employees and others,
depending on the services we provide. The high quality of our
voice interactions are an important element and enable many of
the business process services we provide. Front office services
include customer-facing activities where our employees directly
interact with our clients’ customers. Back office services
include managing and hosting
e-commerce
websites; collections, claims, loan, payment and warranty
processing; retirement plan administration; product or service
provisioning; finance, payroll and accounting services; expense,
loyalty, reward and supply chain management; multi-level
technical support for products or services; data analysis; and
management and workforce recruiting, training and scheduling.
Our clients are increasingly realizing the importance of
integrating front and back office processes to provide an
enhanced customer experience.
Examples of our integrated solutions include the following:
For one of the largest health care insurers in the United
States, our employees provide customer service to insured
members and health care providers using integrated business
processes. Our employees perform claims adjudication services to
resolve inquiries on policy coverage, payment appeals and all
other claims processing issues. They maintain and update all
required back office systems to process claims, expedite claims
payments, reconcile denied claims and maintain claims processing
history. In addition, we are responsible for processing and
reconciling inter-plan healthcare claims.
For one of the world’s largest financial institutions, we
provide integrated services in Latin America that span mortgage
processing, investments, checking account, savings account,
credit card and retirement plan administration. Our retirement
plan administration solution for this client includes
determining plan qualification, balance transfer processing, and
preparation of necessary tax and statement information.
For one of the world’s largest consumer electronics
retailers, our services have been used to develop new and
enhanced sales channels beyond their traditional brick and
mortar locations. We designed, implemented and currently manage
six of their private label product websites. For these websites,
we manage the front-office customer facing functions as well as
integrated
e-commerce
and back office business processes, including a comprehensive
knowledge management system and
end-to-end
channel reporting. In addition, we have deployed a remotely
managed diagnostic and product repair solution whereby our
employees remotely diagnose and repair consumer electronic
products via a network connection without any phone based
interaction.
For one of the world’s largest airlines, we handle general
reservations work. Since receiving the reservation assignment in
2005, we have expanded our services to provide a variety of back
office functions. Approximately 700 of our employees support
loyalty management; scheduling and administering flight
attendant travel and training schedules; auditing, validating
and reporting flight attendant payroll hours and expenses
against flight log information and submitted receipts; auditing
vendor invoices to ensure our client is being correctly charged
based on negotiated rates; and administering relationships with
our client’s largest and most important travel agencies.
Apply Deep Domain Expertise. Our
25-year
operating history has enabled us to develop an extensive
repository of industry-specific best practices that can be
applied in delivering integrated business processes for our
clients. We have developed expertise in many industries
including the automotive, communications, financial services,
government, healthcare, retail, technology and travel and
leisure industries. By focusing on particular industries, we
acquire a thorough and deep understanding of the business needs
of our clients and we use this expertise to actively identify
and sell additional business process outsourcing services to our
clients.
Leverage our large and geographically diverse
footprint. We have a large and diversified
geographic footprint to serve our approximately 135 global
clients. This global platform allows us to provide
24/7
business process delivery year round. We currently operate in 17
countries across 29 languages. Our primary offshore
delivery centers, which represent 56% of our current delivery
capacity measured by workstations, are located in seven
countries: Argentina, Brazil, Canada, India, Malaysia, Mexico
and the Philippines. We are well underway in establishing major
delivery centers in Costa Rica and South Africa, which we expect
to be operational in 2007. Our geographically diverse footprint
allows us to rapidly add and maintain a pool of highly qualified
employees from several regions around the world to meet the
needs of our clients. This geographic diversity mitigates
clients’ risks associated with economic and geo-political
instability and natural disaster that would be heightened by a
more concentrated offshore presence. Some of our clients
mitigate their delivery risk by simultaneously utilizing our
delivery centers in as many as five separate countries.
Utilize our proprietary
IP-based
delivery platform. From 2000 to 2005, we
completely transformed our delivery platform and migrated from a
decentralized, premise-based hardware and software configuration
located in each delivery center to a centralized, standardized
IP-based
platform. This new IP-based architecture has significantly
reduced our capital and technology operating costs while
increasing the reliability, scalability, quality,
speed-to-delivery,
and operational flexibility we provide our clients. The
foundation of this private, secure converged network is our six
global TeleTech
GigaPOP®
hosting centers located on four continents which provide secure
and reliable communications including voice, video and data
traffic to and from our 88 global delivery centers. Through a
simple broadband connection to our GigaPOP, we connect our
clients to any of our worldwide delivery centers and
work-from-home employees to enable us to provide them our
solutions. We believe we are the only provider in our industry
to currently have this comprehensive global delivery capability.
This architecture serves as the foundation for our current and
future service offerings and can be rapidly scaled to meet the
needs of our clients at a much lower incremental cost than our
previous platform. This centralized platform has improved our
asset utilization since we use it
around-the-clock
to serve
our clients during different time zones around the world. In
addition, we have built redundancy throughout our network
infrastructure to reduce our exposure to risk of communications
interruptions.
Employ innovative suite of human capital
capabilities. Our employees are crucial to the
success of our business. With 47,000 global employees and
growing, we have a strong focus on more effectively and
efficiently increasing our ability to attract, screen, hire,
motivate and retain our employees.
Over the past three years, we have made a significant investment
in a proprietary suite of technologies, management methodologies
and processes in the areas of talent acquisition, learning
services, and performance optimization that are uniformly
deployed across our global operations. These capabilities are
the culmination of 25 years experience in managing large,
global workforces combined with the latest technology,
innovation and proven human capital management strategies. This
capability has enabled us to deliver a consistent, scalable and
flexible workforce that is highly engaged in achieving or
exceeding our clients’ outsourcing objectives. Our success
in developing this capability for our internal operations has
led us to explore marketing our proprietary human capital tools
as a standalone product offering on a select basis to our
clients.
Our talent acquisition suite consists of our web enabled
automated recruiting platform —
HirePoint® —
and our proprietary selection and assessment
platform — MatchPoint™. Together they enable us
to target, select and hire the best employees to meet our
clients’ needs. Our website, HirePoint.com, provides a
complete
end-to-end
technology and process management tool to effectively target,
screen and hire employees while also enabling us to maintain a
growing database of qualified personnel for future employment
opportunities in either existing markets or markets we may
consider entering. MatchPoint™, our proprietary selection
and assessment technology, enables us to assess applicants in a
variety of real-world settings. TeleTech Learning Services
employs training professionals — from instructional
designers, to quality assurance specialists, to multimedia
developers — to ensure employees receive a complete
and thorough training experience. Our goal for each client is a
customized curriculum that blends online
e-learning
and classroom instruction to maximize employee comprehension in
a real-world learning environment. Finally, we are able to
monitor, manage and incent the performance of our employees
using our real-time performance measurement tool, Empower™,
resulting in lower attrition and higher productivity and
utilization.
Our
Strategy
Our objective is to become the world’s largest, most
technologically advanced and innovative provider of onshore,
offshore and work-from-home business process outsourcing
solutions. Companies within the Global 1000 are our primary
client targets due to their size, global nature, focus on
outsourcing and desire for the global, scalable integrated
process solutions that we offer. We have developed, and continue
to invest in, a broad set of capabilities designed to serve this
growing client need. We aim to further improve our competitive
position by investing in a growing suite of new and innovative
business process services across our targeted industries. Our
business strategy includes the following elements:
Deepen
and broaden our relationships with existing
clients
We believe there are significant opportunities for additional
growth within our existing Global 1000 clients since most of
them have outsourced only a limited percentage of their business
processes. We intend to leverage our existing relationships to
identify and sell additional services that can be outsourced to
us. Our clients frequently approach us about developing
solutions to address additional operational requirements that
will improve their business. In addition, our industry expertise
enables us to identify and implement more efficient processes to
improve our clients’ competitiveness and profitability.
Win
business with new clients and focus on targeted industries where
we expect accelerating adoption of business process
outsourcing
We have particular expertise in providing business process
outsourcing services to customers in the automotive,
communications, financial services, government, healthcare,
retail, technology and travel and leisure industries. We intend
to leverage our in-depth knowledge of these industries to
attract new clients in
the same industries. In addition, we intend to target new
clients in industries, including healthcare, retail and
financial services, that we believe will be accelerating their
adoption of business process outsourcing.
Continue
to invest in innovative proprietary technology
A key element of our strategy is to continue to make significant
investments in developing innovative technology that
differentiates us from our competitors and our clients’
internal business process capabilities. We have 14 pending
patent applications for technology and processes that we have
developed. Investing in new proprietary technology provides us
with two key benefits. First, we are able to use proprietary
technology to create differentiated service offerings that we
can deliver to our clients. For example, in 2006, we introduced
our TeleTech@Home delivery platform, which is based on
proprietary workstation and network infrastructure technologies
that enable our employees to service clients from virtually any
location in the world. In addition, we use the technology we
develop to operate our business more efficiently, driving down
our cost structure and further leveraging our infrastructure and
scale.
Continue
to improve our operating margins
We are focused on improving our operating margins and
profitability. Our efforts focus on a number of initiatives,
including continuing to increase offshore revenues, increasing
the utilization of our workstation capacity, diversifying into
higher margin offerings such as our work-from-home and hosted
services, leveraging our increased global buying power,
continuing to migrate our own back-office requirements to lower
cost offshore locations, working actively with governmental
authorities to reduce the cost of entry into new markets and
further automating our human capital processes.
Selectively
pursue acquisitions that extend our capabilities
and/or
industry expertise
Our intention is to continue to grow organically while
selectively pursuing acquisitions that provide us with access to
additional client relationships, additional solutions to market
to our global clients or cost synergies. We believe that
acquisitions can lead to higher utilization of our global
delivery platform.
Our
Competitive Strengths
We believe clients select us for the following reasons: our
25 year operating history, a focus on long-term client
relationships, a flexible
go-to-market
strategy, successful global recruiting and innovative employee
training and development platforms, the scale and diversity of
our global delivery, leading-edge technology, our track record
and our strengths in continuous process improvement.
Long-term
client relationships based on our record of operational
excellence in delivering our integrated business
processes
We have attracted and retained many Global 1000 clients. We
currently have approximately 135 global clients, including four
of the Fortune 10. Over the course of these relationships, we
have increased the number of services we provide to our clients.
Additionally, many of these Global 1000 relationships span many
client operating divisions and countries, providing additional
opportunities for growth and diversification. We believe that
our track record of operational excellence and delivery on the
business goals of our clients is one of our strongest
competitive advantages and that the quality of our services is a
primary factor in our client retention rate of 93% in both 2005
and 2006. We also believe that our size, scale and financial
stability attract global clients and differentiate us from
smaller less established providers of business process
outsourcing services.
Flexible
go-to-market
strategy
We sell our business process services in a variety of ways
depending on client requirements. Our clients can elect to
outsource their business process services by using our employees
located in our global delivery centers or our work-from-home
employees. Alternatively, they can utilize their own workforce
and license our global network and proprietary applications, or
they can utilize a combination of both. This provides our
clients with unmatched flexibility in choosing how our services
are delivered.
Our employees are a crucial component to the success of our
business. Over the past three years we have made a significant
investment in a proprietary suite of technologies, management
methodologies and processes in the areas of talent acquisition,
learning services, and performance optimization. These
capabilities are the culmination of 25 years experience in
managing large, global workforces combined with the latest
technology, innovation and strategy in the field of human
capital management. This capability has enabled us to deliver a
consistent, scalable and flexible workforce that is highly
engaged in achieving or exceeding our clients’ outsourcing
objectives.
Scale,
diversity and consistency of global delivery
We have the flexibility to serve our clients in any of our
on-shore or offshore locations depending on their business
process and workforce requirements. Our centralized and
virtualized delivery platform along with globally deployed best
operating practices assure that we can deliver a consistent,
scalable, high-quality experience to our clients’
customers. We provide real-time reporting on performance across
the globe to ensure consistency of delivery. Our 88 global
delivery centers and work-from-home associates encompass 33,600
workstations and 47,000 employees of which 56% and 76% are
outside the United States, respectively. Our
“follow-the-sun”
model and integrated global systems allow consistent
24/7 support
year round to our clients in 29 languages. Our primary offshore
delivery locations include Argentina, Brazil, Canada, India,
Malaysia, Mexico, and the Philippines, with the Philippines
currently being our largest offshore delivery location in terms
of the number of workstations utilized. We are well underway
with expansion into two new offshore markets including Costa
Rica and South Africa and expect to be operational in these
countries during 2007. Unlike new, emerging business process
outsourcing providers with limited geographic presence, we
believe our diversified global delivery model provides our
clients with significant risk mitigation to any specific country
or region.
Technological
excellence
Over the past five years, we have transformed our technology
platform by moving to a secure, private 100%
IP-based
infrastructure. This transformation has enabled us to
centralize, standardize and virtualize our worldwide delivery
capabilities resulting in improved quality of delivery for our
clients along with lower information technology capital and
operating expense. The foundation of this platform is our six IP
hosting centers known as TeleTech
GigaPOPs®,
which are located on four continents. These centers provide a
fully integrated suite of voice, video and data routing,
workforce optimization and customer experience management
applications. This enables ‘anywhere to anywhere’
real-time processing of our clients’ business needs from
any location around the globe and is the foundation for new,
innovative offerings including TeleTech@Home and our suite of
human capital solutions. This hub and spoke model enables us to
provide our services at the lowest cost while increasing
scalability, reliability, redundancy, asset utilization and the
diversity of our service offerings. Prior to this technology
transformation, each of our delivery centers had dedicated data
centers with significant investments in disparate hardware and
software maintained by
on-site
staff, which was costly to operate and maintain and did not
provide the level of reliability or failover we now provide. To
ensure high
end-to-end
security and reliability of this critical infrastructure, we
monitor and manage the TeleTech
GigaPOPs®
24 hours a day, 365 days per year from several
strategically located
state-of-the-art
Global Command Centers.
Focus
on continuous process improvement using Six Sigma based quality
methods
We use Six Sigma based quality methods for continuous process
improvement that we apply to our own internal business processes
as well as the business processes we design and implement to
provide services to our clients. A Six Sigma quality standard
represents a level of 3.4 defects per million opportunities.
Applying a Six Sigma approach, we rigorously define the process
that we are trying to improve, establish metrics for measuring
improvement, analyze the process to identify areas for
improvement, implement the improvement and monitor the process
for improvement using the metrics established. Our human capital
programs reflect the application of this approach to our own
business, and we apply this methodology to client assignments.
We train our managers in these methods, and employ dedicated
business process and operations experts skilled in applying
these methods. We believe that our focus on continuous process
improvement and standardized processes results in consistent
delivery of high quality service.
* * *
Our principal executive offices are located at
9197 S. Peoria Street, Englewood, Colorado80112 and
our telephone number is
(303) 397-8100.
TeleTech will not receive any proceeds from sale of common stock
in the offering.
Nasdaq Global Market symbol
TTEC
Unless we specifically state otherwise, the information in this
prospectus does not take into account the sale of up to
750,000 additional shares of common stock which the
underwriters have the option to purchase from the selling
stockholders solely to cover over-allotments.
(1)
As of December 31, 2006. Excludes 7,034,638 shares
issuable upon the exercise of outstanding options.
The following summary consolidated financial data should be read
in conjunction with Management’s Discussion and Analysis of
Financial Condition and Results of Operation and the
consolidated financial statements and the related notes, each
incorporated by reference in this prospectus.
Includes the following items:
$2.6 million charge related to the impairment of property
and equipment in connection with SFAS 144; a
$2.1 million charge related to a reduction in workforce and
facility exit charges under SFAS 146; and a
$1.9 million reversal of part of the sales and use tax
liability.
(2)
Includes the following items:
$7.6 million one-time charge related to restructuring of
our long-term debt; and a $2.8 million one-time charge
related to the termination of an interest rate swap agreement.
(3)
Includes a $2.0 million
benefit due to revised estimates of self-insurance accruals.
(4)
Includes the following items: a
$2.1 million charge related to the impairment of property
and equipment in connection with SFAS 144; a
$2.1 million charge related to reductions in force; a
$2.0 million charge related to facility exit charges in
connection with SFAS 146; a $0.6 million impairment
loss related to a decision to exit a lease early and to
discontinue use of certain software; a $1.0 million benefit
due to revised estimates of self-insurance accrual; and a
$0.5 million benefit related to revised estimates of
restructuring and impairment charges.
(5)
Includes a $1.0 million
benefit due to a litigation settlement.
(6)
Includes the following items: a
$1.4 million benefit due to the reversal of income tax
valuation allowance for Argentina; a $1.4 million benefit
due to the reversal of income tax valuation allowance for
Brazil; a $9.9 million benefit due to the reversal of
U.S. income tax valuation allowance; and a
$3.7 million charge related to the repatriation of foreign
earnings under a Qualified Domestic Reinvestment Plan.
(7)
Includes the following items: a
$1.1 million charge related to reductions in force; a
$0.8 million charge related to facility exit costs in
connection with SFAS 146; $0.6 million charge related
to the impairment of property and equipment in connection with
SFAS 144; and a $3.6 million benefit due to revised
estimates of self-insurance accruals.
(8)
Includes the following items: a
$4.5 million benefit due to the reversal of income tax
valuation allowance for Spain; a $1.2 million benefit due
to the reversal of income tax valuation allowance for Argentina;
and a $3.3 million benefit due to the EHI loss carryforward.
You should carefully consider the following risks and all of
the other information set forth or incorporated by reference in
this prospectus before deciding to invest in shares of our
common stock. If any of the following risks actually occurs, our
business, financial condition or results of operations would
likely suffer. In such case, the trading price of our common
stock could decline due to any of these risks, and you may lose
all or part of your investment.
Risks
Relating to Our Business
Our
revenues are generated from a limited number of
clients
We rely on strategic, long-term relationships with large, global
companies in targeted industries. As a result, we derive a
substantial portion of our revenue from relatively few clients.
Additionally, client consolidations could result in a loss of
clients. There can be no assurance that we will not become more
dependent on a few significant clients, that we will be able to
retain any of our largest clients, that the volumes or profit
margins of our most significant programs will not be reduced, or
that we would be able to replace such clients or programs with
clients or programs that generate comparable revenue and profits.
Our
business may be affected by the success of our
clients
In substantially all of our client programs, we generate revenue
based, in large part, on the amount of time our employees devote
to our clients’ customers. Consequently, the amount of
revenue generated from any particular client program is
dependent upon consumers’ interest in and use of our
client’s products
and/or
services. There can be no assurance that our clients will
continue to market products and services or develop new products
and services that require them to use our services.
Our
financial results may be adversely impacted by the global
economy
Our ability to enter into new multi-year contracts with large
clients may be impacted by the general macroeconomic environment
in which our clients and their customers operate. Weakening
economic conditions, both global and local in nature, could
result in increased sales cycles, delays in finalizing new
business opportunities and slower growth and reduced revenue
from existing contracts. An economic downturn could negatively
impact the financial condition of our clients, thereby
increasing our risk of not receiving payment for services. There
can be no assurance that weakening economic conditions or acts
of terrorism throughout the world will not adversely impact our
results of operations
and/or
financial position.
Our
business is subject to federal, state and international
regulations
Changes in U.S. federal, state and international
outsourcing requirements, restrictions and disclosures may
affect the sale of our services, including expansion of overseas
operations. In the U.S., some of our services must comply with
various federal and state requirements and regulations regarding
the method and practices of placing outbound telephone calls.
There can be no assurance that changes in these regulations and
requirements, or new restrictive regulations and requirements,
will not slow growth of these services or require us to incur
substantial costs.
Our
success is subject to the terms of our contracts
Most of our contracts do not ensure that we will generate a
minimum level of revenue and the profitability of each client
program may fluctuate, sometimes significantly, throughout the
various stages of a program. Our objective is to sign multi-year
contracts with our clients. However, our contracts generally
enable the clients to terminate the contract or reduce customer
interaction volumes. Our larger contracts generally require the
client to pay a contractually agreed amount in the event of
early termination. Additionally, certain contracts have
performance-related bonus
and/or
penalty provisions, whereby the client may pay us a bonus or we
may have to issue a credit based upon our ability to meet agreed
upon performance
metrics. There can be no assurance that we will be able to
collect early termination fees, avoid performance penalties, or
earn performance bonuses.
Our
business may be affected by our ability to obtain
financing
From time to time, we may need to obtain debt or equity
financing for capital expenditures, for payment of existing
obligations, or to replenish cash reserves. Additionally, our
existing debt agreements require us to comply with certain
financial covenants. There can be no assurance that we will be
able to obtain debt or equity financing, or that any such
financing would be on terms acceptable to us. There can be no
assurance that we will be able to meet the financial covenants
under our debt agreements or, in the event of noncompliance,
will be able to obtain waivers or amendments from the lenders.
Our
business may be affected by risks associated with international
operations and expansion
An important component of our growth strategy is continued
international expansion. There are certain risks inherent with
conducting international business including, but not limited to,
management of personnel overseas, longer payment cycles,
difficulties in accounts receivable collections, difficulties in
complying with foreign laws, unexpected changes in regulatory
requirements, political and social instability and potentially
adverse tax consequences. Any one or more of these or other
factors could have a material adverse effect on our
international operations and, consequently, on our business,
results of operations, or financial condition. There can be no
assurance that we will be able to manage our international
operations successfully.
Our
financial results may be impacted by our ability to find new
locations
Our future success will be dependent upon being able to find
cost effective locations in which to operate, both domestically
and internationally. There is no assurance that we will be able
to find cost effective locations, obtain favorable lease terms
and build or retrofit facilities in a timely or economic manner.
Our
financial results may be adversely affected by increases in
business costs
Some of our larger contracts allow us to increase our service
fees if and to the extent certain cost or price indices
increase. The majority of our expenses are payroll and
payroll-related, which includes healthcare costs. Over the past
several years, healthcare costs have increased at a rate much
greater than that of general cost or price indices. Increases in
our service fees that are based upon increases in cost or price
indices may not fully compensate us for increases in labor and
other costs incurred in providing services. There can be no
assurance that we will be able to recover increases in our costs
through increased service fees.
Our
financial results depend on our ability to manage capacity
utilization
Our profitability is influenced significantly by our delivery
center capacity utilization. We attempt to maximize utilization.
However, because the majority of our business is inbound from
customer initiated encounters, we have significantly higher
utilization during peak (weekday) periods than during off-peak
(night and weekend) periods. We have experienced periods of idle
capacity, particularly in our multi-client delivery centers.
Historically, we experience idle peak period capacity upon
opening a new delivery center or termination or completion of a
large client program. On a quarterly basis, we assess the
expected long-term capacity utilization of our delivery centers.
We may consolidate or close under-performing delivery centers in
order to maintain or improve targeted utilization and margins.
In the event we close delivery centers in the future, we may be
required to record restructuring or impairment charges, which
could adversely impact our results of operations. There can be
no assurance that we will be able to achieve or maintain optimal
delivery center capacity utilization.
Our
business operates in a highly competitive market
The market in which we operate is fragmented and highly
competitive and competition may intensify in the future. We
compete with small firms offering specific applications,
divisions of large entities, large independent firms and, most
significantly, the in-house operations of clients or potential
clients. A number of
competitors may develop greater capabilities and resources than
ours. Because our primary competitors are the in-house
operations of existing or potential clients, our performance and
growth could be adversely affected if our existing or potential
clients decide to provide in-house business processing services
for customer care they currently outsource, or retain or
increase their in-house business processing services and product
support capabilities. In addition, competitive pressures from
current or future competitors also could cause our services to
lose market acceptance or result in significant price erosion,
which could have a material adverse effect upon our business,
results of operations and financial condition. There can be no
assurance that additional competitors, some with greater
resources than ours, will not enter our market.
Our
future success requires continued growth
Continued future growth will depend on a number of factors,
including our ability to: (i) initiate, develop and
maintain new client relationships; (ii) expand existing
client programs; (iii) staff and equip suitable Delivery
Center facilities in a timely manner; and (iv) develop new
solutions and enhance existing solutions we provide to our
clients. There can be no assurance that we will be able to
effectively manage expanded operations or maintain our
profitability.
Our
financial results may be affected by rapidly changing
technology
Our business is highly dependent on our computer and
telecommunications equipment and software capabilities. Our
failure to maintain our technological capabilities or to respond
effectively to technological changes could have a material
adverse effect on our business, results of operations, or
financial condition. Our continued growth and future
profitability will be highly dependent on a number of factors,
including our ability to: (i) expand our existing solutions
offerings; (ii) achieve cost efficiencies in our existing
Delivery Center operations; and (iii) introduce new
solutions that leverage and respond to changing technological
developments. Our ability to effectively market and implement
software solutions developed by our Database Marketing and
Consulting segment, including recoverability of capitalized
costs based on estimated future cash flows, is a factor in our
future success. There can be no assurance that technologies or
services developed by our competitors will not render our
products or services non-competitive or obsolete, that we can
successfully develop and market any new services or products,
that any such new services or products will be commercially
successful, or that the integration of new technological
capabilities will achieve their intended cost reductions.
Our
success depends on key personnel
Our success will depend upon our ability to recruit, hire and
retain experienced executive personnel who can successfully
execute our business plans. There can be no assurance that we
will be able to hire, motivate and retain highly effective
executive employees on economically feasible terms who can
successfully execute our business plans.
Our
business is dependent on our ability to maintain our
workforce
Our success is largely dependent on our ability to recruit,
hire, train and retain qualified employees. Our industry is
labor-intensive and experiences high employee turnover. A
significant increase in the employee turnover rate could
increase recruiting and training costs, thereby decreasing
operating effectiveness and productivity. Also, if we obtain
several significant new clients or implement several new,
large-scale programs, we may need to recruit, hire and train
qualified personnel at an accelerated rate. We may not be able
to continue to hire, train and retain sufficient qualified
personnel to adequately staff new business process service
programs. In addition, certain Delivery Centers are located in
geographic areas with relatively low unemployment rates, which
could make it more difficult and costly to hire qualified
personnel. There can be no assurance that we will be able
maintain our workforce at necessary levels.
Our
success may be affected by our ability to complete and integrate
acquisitions and joint ventures
We may pursue strategic acquisitions of companies with services,
technologies, industry specializations, or geographic coverage
that extend or complement our existing business. We may face
increased competition
for acquisition opportunities, which may inhibit our ability to
complete suitable acquisitions on favorable terms. We may pursue
strategic alliances in the form of joint ventures and
partnerships, which involve many of the same risks as
acquisitions as well as additional risks associated with
possible lack of control if we do not have a majority ownership
position. There can be no assurance that we will be successful
in integrating acquisitions or joint ventures into our existing
businesses, or that any acquisition or joint venture will
enhance our business, results of operations, or financial
condition.
Our
business depends on uninterrupted service to
clients
Our operations are dependent upon our ability to protect our
computer and telecommunications equipment and software systems
against damage or interruption from fire, power loss, cyber
attacks, telecommunications interruption or failure, natural
disaster and other similar events. Our operations may also be
adversely affected by damage to our facilities resulting from
fire, natural disaster, or other events. Additionally, severe
weather can cause interruption in our ability to deliver our
services, such as when our employees cannot attend work,
resulting in a loss of revenue. In the event we experience a
temporary or permanent interruption at one or more of our
locations (including our corporate headquarters building),
through the reasons noted above or otherwise, our business could
be materially adversely affected and we may be required to pay
contractual damages or face the loss of certain clients
altogether. We maintain property and business interruption
insurance. However, there can be no assurance that such
insurance will adequately compensate us for any losses we may
incur.
Our
financial results may experience variability
We experience quarterly variations in operating results because
of a variety of factors, many of which are outside our control.
In addition, we make decisions regarding staffing levels,
investments and other operating expenditures based on our
revenue forecasts. If our revenue is below expectations in any
given quarter, our operating results for that quarter could be
materially adversely affected. There can be no assurance that
future quarterly or annual operating results will reflect past
operating results.
Our
financial results may be impacted by foreign currency exchange
risk
We serve an increasing number of our clients from delivery
centers in other countries including Argentina, Brazil, Canada,
India, Malaysia, Mexico and the Philippines. Contracts with
these clients are typically priced in the currency of the
contracting subsidiary while the costs incurred to operate these
delivery centers are denominated in the foreign currency of the
operating subsidiary, thereby representing a foreign currency
exchange risk to us.
Although we enter into financial hedge instruments for certain
foreign currencies, we do not hedge 100% of these risks. If
the functional currency of the contracting subsidiary weakens,
the operating income of the operating subsidiary delivery
centers, once translated into the functional currency of the
operating subsidiary, decreases in comparison to prior years to
the extent we have not hedged 100%.
In addition, if the U.S. dollar were to materially weaken
against any of the functional currencies of our subsidiaries,
our financial results may be adversely impacted. While our
hedging strategy effectively offset a portion of these foreign
currency changes during 2006, there can be no assurance that we
will continue to successfully hedge this foreign currency
exchange risk or that the U.S. dollar will not materially
weaken.
Our
financial results may be adversely impacted by our database
marketing and consulting segment
Prior to 2005, our Database Marketing and Consulting segment had
historically experienced high levels of profitability. During
2005 and 2006, the segment reported an operating loss. We have
plans to return this segment to profitability. There can be no
assurance that we will be successful in executing our plans to
return this segment to prior levels of profitability. We have
approximately $13.4 million of goodwill recorded for this
segment whose ultimate recoverability is dependent upon the
profitability of this segment. Our results of operations or
financial condition may be adversely impacted if we are unable
to return that segment to profitability.
Our
Chairman and Chief Executive Officer will have practical control
over all matters requiring action by our
stockholders
Following the offering, Kenneth D. Tuchman, our Chairman and
Chief Executive Officer, will beneficially own approximately
45.6% of our common stock. As a result, Mr. Tuchman will
have practical control over all matters requiring action by the
Company’s stockholders, including the election of our
entire Board of Directors. It is unlikely that a change in
control of our company could be effected without his approval.
Unauthorized
disclosure of sensitive or confidential client and customer data
could expose us to protracted and costly litigation and cause us
to lose clients.
We may receive access to sensitive personal data in connection
with our services and we may be liable to our clients or their
customers with respect to breaches of our obligation to keep the
information we receive from them confidential. We take
precautions to protect confidential client and customer data.
However, if any person, including any of our employees,
mismanages or misappropriates sensitive data, we could be
subject to liability and lawsuits from our clients or their own
customers. Unauthorized disclosures of confidential information
could have a negative impact on our reputation, which could have
a material adverse effect on our business, results of
operations, financial condition and cash flows.
Risks
Relating to Our Common Stock
You
may encounter volatility in the market price for our common
stock
The trading price of our common stock has been volatile and may
be subject to wide fluctuations in response to, among other
factors, the following:
•
actual or anticipated variations in our quarterly results;
changes in financial estimates by securities analysts;
•
our ability to meet the expectations of securities analysts;
•
conditions or trends in the business process outsourcing
industry;
•
changes in the market valuations of other business process
outsourcing companies;
•
developments in countries where we have significant delivery
centers, GigaPOPs or operations; and
•
other events or factors, many of which are beyond our control.
In addition, the stock market in general, the Nasdaq Global
Market and the market for business process outsourcing companies
in particular, have experienced extreme price and volume
fluctuations that have often been unrelated or disproportionate
to the operating performance of particular companies. These
broad market and industry factors may materially and adversely
affect our stock price, regardless of our operating performance.
You
may suffer significant dilution as a result of our outstanding
stock options and our equity incentive programs
We have adopted benefit plans for the compensation of our
employees and directors under which options to purchase our
stock have been and may be granted. Options to purchase
approximately 7.0 million shares of our common stock were
outstanding as of December 31, 2006, of which approximately
3.2 million were exercisable. The large number of shares
issuable upon exercise of our options and other equity incentive
grants to our employees could have a significant depressing
effect on the market price of our stock and cause dilution to
the earnings per share of our common stock.
Sales
of a substantial amount of our common stock could cause our
stock price to fall
Sales of a substantial number of shares of our common stock, or
the public perception that such sales may occur, could cause the
market price of our common stock to fall. Mr. Kenneth
Tuchman, our Chairman and Chief Executive Officer, and entities
associated with Mr. Tuchman will own approximately
45.6% of our common stock after the completion of the
offering. After the expiration of the lock up provided in
connection with the offering, these shares may be sold under
Rule 144 under the Securities Act. In general, under
Rule 144 as currently in effect, Mr. Tuchman and his
related entities will be entitled to sell within any three-month
period a number of shares that does not exceed the greater of 1%
of our then-outstanding shares of common stock, which will equal
approximately 700,000 shares immediately after this
offering, or the average weekly trading volume of our common
stock on the Nasdaq Global Market during the four calendar weeks
preceding the filing of a notice of the sale on Form 144.
Sales under Rule 144 are also subject to manner of sale
provisions, notice requirements and the availability of current
public information about us. We are unable to estimate the
number of shares that may be sold under Rule 144, if any,
since this will depend on the market price for our common stock,
the personal circumstances of the stockholder and other factors.
This prospectus and the documents incorporated by reference in
this prospectus contain “forward-looking” statements
within the meaning of the Private Securities Litigation Reform
Act of 1995 based on expectations and projections current at the
time the forward looking statements were made. Statements that
are not historical facts, including those about our beliefs and
expectations, are forward-looking statements. These statements
are not guarantees of future performance, and involve important
risks and uncertainties that are difficult to predict and may be
based on assumptions that prove to have been unwarranted. We
discuss some of the risks and uncertainties that could affect
our business in “Risk Factors.” We caution investors
not to place undue reliance on these forward-looking statements,
as they are current only as of the date they were made. In
particular, we caution you that our actual financial results and
margins may differ materially from our financial goals. We
undertake no obligation to publicly update or revise any
forward-looking statements whether as a result of new
information, future events or otherwise.
The selling stockholders are selling all of the shares of common
stock in this offering and we will not receive any proceeds from
the sale of the shares. We will pay the expenses of the
offering, which we estimate to total approximately $500,000.
We currently anticipate that we will retain all available funds
for use in the operation and expansion of our business, and do
not anticipate paying any cash dividends in the foreseeable
future.
Our common stock is traded on the NASDAQ Global Market under the
symbol “TTEC.” The following table sets forth the
range of the high and low sales prices per share of the common
stock for the periods indicated as reported on the NASDAQ Global
Market.
The following table sets forth our capitalization as of
December 31, 2006. This table should be read in conjunction
with “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and our
consolidated financial statements and related notes, each
incorporated by reference in this prospectus.
The following table sets forth information regarding the
executive officers of TeleTech, as of December 31, 2006:
Name
Position
Age
Kenneth D. Tuchman
Chairman and Chief Executive
Officer
47
James E. Barlett
Vice Chairman
63
Brian Delaney
Executive Vice President of Global
Service Delivery
49
Kamalesh Dwivedi
Executive Vice President and Chief
Information Officer
51
John Simon
Executive Vice President of Global
Human Capital
42
Alan Schutzman
Executive Vice President, General
Counsel and Secretary
50
John R. Troka, Jr.
Vice President of
Finance — Global Operations and Interim Chief
Financial Officer
44
Mr. Tuchman founded TeleTech’s predecessor company in
1982 and has served as the Chairman of the Board of Directors
since TeleTech’s formation in 1994. Mr. Tuchman served
as the Company’s President and Chief Executive Officer from
the Company’s inception until October 1999. In March 2001,
Mr. Tuchman resumed the position of Chief Executive
Officer. Mr. Tuchman is also a member of the Board of
Directors for the Center for Learning and Leadership.
Mr. Barlett was elected to the Board of Directors of
TeleTech in February 2000 and has served as Vice Chairman of
TeleTech since October 2001. Before joining TeleTech as Vice
Chairman, Mr. Barlett served as the President and Chief
Executive Officer of Galileo International, Inc. from 1994 to
2001, was elected Chairman in 1997 and served until 2001. Prior
to joining Galileo International, Inc., Mr. Barlett served
as Executive Vice President of Worldwide Operations and Systems
for MasterCard International Corporation, where he was also a
member of the MasterCard International Operations Committee.
Previously, Mr. Barlett was Executive Vice President of
Operations for NBD Bancorp, Vice Chairman of Cirrus, Inc. and a
partner with Touche Ross and Co., currently known as Deloitte
and Touche. Mr. Barlett also serves on the Board of
Directors of Korn/Ferry International, Covansys Corporation and
Celanese Corporation.
Mr. Delaney joined TeleTech as Vice President of Technology
in December, 2002 and moved into the Senior Vice President,
North America Operations position in January, 2004. Since
October, 2005, Mr. Delaney has been operating as the
Executive Vice President of Global Service Delivery.
Mr. Delaney is a member of the Board of Trustees for the
National 4-H Council.
Mr. Dwivedi joined TeleTech in August, 2003 as Executive
Vice President and Chief Information Officer (“CIO”).
Prior to joining TeleTech, Mr. Dwivedi was Vice President
and CIO of ADC Telecommunications, a global manufacturer of
broadband equipment to the telecom and cable industries. Prior
to ADC, he was the CIO of Scientific-Atlanta, now a division of
Cisco and a global manufacturer and supplier of integrated
technology products in video, voice and data to telecom and
cable industries.
Mr. Simon joined TeleTech in 1999 and served as
TeleTech’s Associate General Counsel. In 2001 he became
Senior Vice President of Global Human Capital. Mr. Simon
also temporarily served as TeleTech’s interim General
Counsel. Beginning in October, 2005, Mr. Simon was promoted
to Executive Vice President of Global Human Capital. Prior to
joining TeleTech, Mr. Simon was a partner at the New York
law firm Hallenbeck, Lascell, Norris and Heller.
Mr. Simon’s private law practice focused on litigating
employment and commercial matters, as well as business
counseling for institutional clients. Mr. Simon holds an
undergraduate degree from Colorado College and a law degree from
Georgetown University.
Mr. Schutzman joined TeleTech in July 2006 as Executive
Vice President, General Counsel and Secretary. From September
2003 through March 2006, Mr. Schutzman was Senior Vice
President, General Counsel and Secretary of Concord Camera Corp.
From January 2001 until September 2001, he served as Associate
General
Counsel of Jacuzzi Brands, Inc. (“Jacuzzi”) and Vice
President, Associate General Counsel and Assistant Secretary of
Jacuzzi from September 2001 through September 2003. During the
Fall 2005 Semester, Mr. Schutzman served as an Adjunct
Professor of Law at the Shepard Broad Law Center, Nova
Southeastern University, in Fort Lauderdale, Florida where
he taught a corporate workshop on mergers and acquisitions.
Mr. Troka was named TeleTech’s Interim Chief Financial
Officer in August 2006 and has served as TeleTech’s Vice
President of Global Finance since joining the company in 2002.
Prior to joining TeleTech, Mr. Troka was Vice President of
Finance for Qwest Communications, formerly known as US West
Communications.
The following table sets forth information regarding beneficial
ownership of our common stock as of December 31, 2006, by
the selling stockholders. Mr. Kenneth D. Tuchman, a selling
stockholder, is our Chairman and Chief Executive Officer. The
Tuchman Family Irrevocable Trust, a selling stockholder, is a
trust for the benefit of Mr. Tuchman’s children,
parents, siblings, nieces and nephews.
In accordance with the rules of the SEC, beneficial ownership
includes voting or investment power with respect to shares of
our common stock and includes the shares that a person has the
right to acquire within 60 days of December 31, 2006.
Shares that a person has the right to acquire within
60 days are deemed outstanding for computing the percentage
of the person holding such options, but are not outstanding for
computing the percentage of any other person. The percentage of
beneficial ownership for the following table is based on
70,103,437 shares of common stock outstanding as of
December 31, 2006.
Assumes no exercise of the underwriters’ over-allotment
option. If the over-allotment option were exercised in full,
Mr. Tuchman would beneficially own 31,713,465 shares
of our common stock after the offering representing 44.6% of our
common stock. See “Underwriting.”
(2)
Includes 37,035,449 shares subject to sole voting and
investment power (including 1,040,000 shares of our common
stock that Mr. Tuchman may purchase under vested and
exercisable options) and 428,016 shares subject to shared
voting and investment power. The shares being offered include
shares held by trusts, limited partnerships, limited liability
limited partnerships and foundations associated with
Mr. Tuchman. Mr. Tuchman disclaims beneficial
ownership of 300,000 shares held by the Tuchman Family
Foundation, 18,016 shares held by a trust for the benefit
of Mr. Tuchman’s nieces and nephews and
10,000 shares held by Mr. Tuchman’s spouse.
(3)
The shares of our common stock being offered for sale under this
prospectus consist of the following:
(i) 4,475,194 shares of our common stock
(5,225,194 shares of our common stock if the over-allotment
option were exercised in full) offered by KDT Family, LLLP, a
Colorado registered limited liability limited partnership
controlled by Mr. Tuchman; (ii) 106,895 shares of
our common stock offered by Tuchman Limited Liability Limited
Partnership, a Colorado registered limited liability limited
partnership controlled by Mr. Tuchman;
(iii) 100,000 shares of our common stock offered by
Kenra Family, LLP, a Colorado registered limited liability
partnership controlled by Mr. Tuchman and, a charitable
remainder trust and a corporation which manages
Mr. Tuchman’s personal investments; and
(iv) 300,000 shares of our common stock offered by the
Tuchman Family Foundation, a Colorado nonprofit corporation
controlled by Mr. Tuchman.
Our authorized capital stock consists of 150,000,000 shares
of common stock, par value $0.01 per share, and
10,000,000 shares of preferred stock, par value
$0.01 per share.
The following descriptions are summaries of the material terms
of our Certificate of Incorporation and By-laws. Reference is
made to the more detailed provisions of, and the descriptions
are qualified in their entirety by reference to, our Certificate
of Incorporation and By-laws and applicable law.
Common
Stock
As of December 31, 2006, there were 70,103,437 shares
of common stock outstanding which were held of record by 600
stockholders. The holders of our common stock are entitled to
one vote per share on all matters to be voted upon by the
stockholders. Stockholders may not cumulate their votes in the
election of directors. Subject to preferences that may be
applicable to any outstanding preferred stock, the holders of
common stock are entitled to receive ratably such dividends, if
any, as may be declared from time to time by the Board of
Directors out of funds legally available therefor. See
“Dividend Policy.” In the event of liquidation,
dissolution or winding up of TeleTech, the holders of common
stock are entitled to share ratably in all assets remaining
after payment of liabilities, subject to prior distribution
rights of preferred stock, if any, then outstanding. The common
stock has no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund
provisions applicable to the common stock. All outstanding
shares of common stock are fully paid and non-assessable.
Preferred
Stock
Our Board of Directors has the authority to issue our preferred
stock in one or more series and to fix the rights, preferences,
privileges and restrictions thereof, including dividend rights,
dividend rates, conversion rights, voting rights, terms of
redemption, redemption prices, liquidation preferences and the
number of shares constituting any series or the designation of
such series, without further vote or action by the stockholders.
The issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of TeleTech without
further action by the stockholders and may adversely affect the
voting and other rights of the holders of common stock. At
present, TeleTech has no preferred stock outstanding.
Anti-Takeover
Effects of Delaware Law
TeleTech is subject to the “business combination”
provisions of Section 203 of the Delaware General
Corporation Law. In general, such provisions prohibit a publicly
held Delaware corporation from engaging in various
“business combination” transactions with any
interested stockholder for a period of three years after the
date of the transaction in which the person became an interested
stockholder, unless:
•
the transaction is approved by the board of directors prior to
the date the interested stockholder obtained such status;
•
upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the stockholder
owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced; or
•
on or subsequent to such date the business combination is
approved by the board of directors and authorized at an annual
or special meeting of stockholders by the affirmative vote of at
least
662/3%
of the outstanding voting stock which is not owned by the
interested stockholder.
A “business combination” is defined to include
mergers, asset sales and other transactions resulting in
financial benefit to a stockholder. In general, an
“interested stockholder” is a person who, together
with affiliates and associates, owns (or within three years, did
own) 15% or more of a corporation’s voting stock. The
statute could prohibit or delay mergers or other takeover or
change in control attempts with respect to TeleTech and,
accordingly, may discourage attempts to acquire TeleTech even
though such a transaction may offer TeleTech’s stockholders
the opportunity to sell their stock at a price above the
prevailing market price.
Stockholder
Action; Special Meeting of Stockholders
Our By-laws provide that stockholders may take action at a duly
called annual or special meeting of stockholders or by written
consent. In addition, our By-laws provide that special meetings
of our stockholders may be called only by the chairman of the
board of directors, our president, any of our vice presidents or
by our secretary upon the request of a majority of our board of
directors.
Transfer
Agent and Registrar
The Transfer Agent and Registrar for the Common Stock is
American Stock Transfer & Trust Company.
The following is a general discussion of certain U.S. federal
income and estate tax consequences of the ownership and
disposition of common stock by a beneficial owner that is a
“non-U.S.
holder.” A
“non-U.S.
holder,” for U.S. federal income tax purposes, is a person
or entity that is a:
•
non-resident alien individual, other than certain former
citizens and residents of the United States subject to tax as
expatriates,
•
foreign corporation or
•
foreign estate or trust.
A
“non-U.S.
holder” does not include an individual who is present in
the United States for 183 days or more in the taxable year
of disposition and is not otherwise a resident of the United
States for U.S. federal income tax purposes. Such an individual
is urged to consult his or her own tax advisor regarding the
U.S. federal income tax consequences of the sale, exchange or
other disposition of common stock.
Special rules may apply to certain
non-U.S.
holders, such as “controlled foreign corporations,”“passive foreign investment companies,” and
corporations that accumulate earnings to avoid U.S. federal
income tax. Such holders should consult their own tax advisors
to determine the U.S. federal, state, local and other tax
consequences that may be relevant to them.
This discussion is based on the Internal Revenue Code of 1986,
as amended (the “Code”), and administrative
pronouncements, judicial decisions and final, temporary and
proposed Treasury Regulations, changes to any of which
subsequent to the date of this prospectus may affect the tax
consequences described herein, possibly on a retroactive basis.
This discussion does not address all aspects of U.S. federal
income and estate taxation that may be relevant to
non-U.S.
holders in light of their particular circumstances and does not
address any tax consequences arising under the laws of any
state, local or
non-U.S.
jurisdiction. Prospective holders are urged to consult their own
tax advisors with respect to the particular tax consequences to
them of purchasing, owning and disposing of common stock,
including the consequences under the laws of any state, local or
non-U.S.
jurisdiction.
Dividends
As discussed under “Dividend Policy” above, the
company does not currently expect to pay dividends. In general,
if distributions are made with respect to the common stock, such
distributions will be treated as dividends to the extent of the
company’s current and accumulated earnings and profits as
determined under the Code. Any portion of a distribution that
exceeds the company’s current and accumulated earnings and
profits will first be applied in reduction of the
non-U.S.
holder’s tax basis in the common stock, and to the extent
such portion exceeds the
non-U.S.
holder’s tax basis, the excess will be treated as gain from
the disposition of the common stock, the tax treatment of which
is discussed below under “Gain on Disposition of Common
Stock.”
Dividends paid to a
non-U.S.
holder of common stock generally will be subject to withholding
tax at a 30% rate or a reduced rate specified by an applicable
income tax treaty. In order to obtain a reduced rate of
withholding, a
non-U.S.
holder generally will be required to provide an Internal Revenue
Service
Form W-8BEN
certifying its entitlement to benefits under a treaty.
The withholding tax generally does not apply to dividends paid
to a
non-U.S.
holder who provides a
Form W-8ECI,
certifying that the dividends are effectively connected with the
non-U.S.
holder’s conduct of a trade or business within the United
States. Instead, the effectively connected dividends will be
subject to regular U.S. income tax on a net-income basis as if
the non-U.S.
holder were a U.S. resident, subject to an applicable income tax
treaty providing otherwise. A
non-U.S.
corporation receiving effectively connected dividends may also
be subject to an additional “branch profits tax”
imposed at a rate of 30% (or a lower treaty rate).
A non-U.S.
holder generally will not be subject to U.S. federal income tax
on gain realized on a sale or other disposition of common stock
unless:
•
the gain is effectively connected with a trade or business of
the non-U.S.
holder in the United States, subject to an applicable treaty
providing otherwise, or
•
the company is or has been a U.S. real property holding
corporation, as determined under the Code, at any time within
the five-year period preceding the disposition or the
non-U.S.
holder’s holding period, whichever period is shorter (the
“five-year period”), and its common stock has ceased
to be traded on an established securities market prior to the
beginning of the calendar year in which the sale or disposition
occurs and provided that the
non-U.S.
holder held, directly or indirectly at any time during the
five-year period, more than five percent of our common stock.
The company does not believe that it has been or currently is,
and does not anticipate becoming, a U.S. real property holding
corporation, as determined under the Code.
Information
Reporting Requirements and Backup Withholding
Information returns will be filed with the Internal Revenue
Service in connection with payments of dividends and the
proceeds from a sale or other disposition of common stock. A
non-U.S.
holder may have to comply with certification procedures to
establish that it is not a United States person in order to
avoid information reporting and backup withholding tax
requirements. Compliance with the certification procedures
required to claim a reduced rate of withholding under a treaty
will satisfy the certification requirements necessary to avoid
the backup withholding tax as well. The amount of any backup
withholding from a payment to a
non-U.S.
holder will be allowed as a credit against such holder’s
United States federal income tax liability and may entitle such
holder to a refund, provided that the required information is
furnished to the Internal Revenue Service.
Federal
Estate Tax
Individual
non-U.S.
holders and entities the property of which is potentially
includible in such an individual’s gross estate for U.S.
federal estate tax purposes (for example, a trust funded by such
an individual and with respect to which the individual has
retained certain interests or powers), should note that, absent
an applicable treaty benefit, the common stock will be treated
as U.S. situs property subject to U.S. federal estate tax.
Citigroup Global Markets Inc. and Morgan Stanley & Co.
Incorporated are acting as joint bookrunning managers of the
offering, and as representatives of the underwriters named
below. We, the selling stockholders and the underwriters named
below have entered into an underwriting agreement with respect
to the shares being offered. Subject to the terms and conditions
stated in that underwriting agreement dated the date of this
prospectus, each underwriter named below has agreed to purchase,
and the selling stockholders have agreed to sell to that
underwriter, the number of shares set forth opposite the
underwriter’s name.
Underwriter
Number of Shares
Citigroup Global Markets Inc.
Morgan Stanley & Co.
Incorporated
Merrill Lynch, Pierce,
Fenner & Smith
Incorporated
Credit Suisse Securities (USA) LLC
Craig-Hallum Capital Group LLC
Janco Partners, Inc.
Total
5,000,000
The underwriting agreement provides that the obligations of the
underwriters to purchase the shares included in this offering
are subject to approval of legal matters by counsel and to other
customary conditions. The underwriters are obligated to purchase
all the shares (other than those covered by the option described
below) if they purchase any of them.
If the underwriters sell more shares than the total number set
forth in the table above, the selling stockholders have granted
to the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to
750,000 additional shares of common stock at the public
offering price less the underwriting discount. If any shares are
purchased pursuant to this option, each underwriter must
purchase a number of additional shares in approximately the same
proportion as set forth in the table above.
The following table shows the per share and total underwriting
discounts and commissions to be paid by the selling stockholders
to the underwriters in connection with this offering. These
amounts are shown assuming both no exercise and full exercise of
the underwriters’ option to purchase additional shares of
common stock.
No Exercise
Full Exercise
Per Share
$
$
Total
$
$
The underwriters propose to offer some of the shares directly to
the public at the public offering price set forth on the cover
page of this prospectus and some of the shares to dealers at the
public offering price less a concession not to exceed
$ per share. The underwriters
may allow, and dealers may reallow, a concession not to exceed
$ per share on sales to other
dealers. If all of the shares are not sold at the initial
offering price, the representatives of the underwriters may
change the public offering price and the other selling terms.
The representatives have advised us that the underwriters do not
intend sales to discretionary accounts to exceed five percent of
the total number of shares of our common stock offered by them.
Our officers and directors and the selling stockholders have
agreed that, for a period of 90 days from the date of this
prospectus, subject to certain extensions, they will not,
without the prior written consent of each of Citigroup and
Morgan Stanley & Co. Incorporated, dispose of or hedge
any shares of our common stock or any securities convertible
into or exercisable or exchangeable for our common stock,
subject to certain exceptions. In addition, our chief executive
officer has agreed that, for a period of 120 days from the
date of this prospectus, subject to certain extensions, he will
not, without the prior written consent of each of Citigroup and
Morgan Stanley & Co. Incorporated, dispose of or hedge
any shares of our common stock or any securities convertible
into or exercisable or exchangeable for our common stock,
subject to certain
exceptions. Citigroup and Morgan Stanley & Co.
Incorporated, in their sole discretion, may release any of the
securities subject to these
lock-up
agreements at any time without notice.
We have agreed not to issue, sell or otherwise dispose of any
shares of our common stock during the
90-day
period following the date of this prospectus (subject to certain
extensions). We may, however, (1) grant options to purchase
shares of common stock and issue shares of common stock under
our existing equity incentive plans, (2) issue common stock
upon the conversion of securities or the exercise of warrants or
options outstanding or granted under our existing equity
incentive plans, and (3) issue common stock in connection
with acquisitions of businesses or assets.
In relation to each member state of the European Economic Area
that has implemented the Prospectus Directive (each, a relevant
member state), with effect from and including the date on which
the Prospectus Directive is implemented in that relevant member
state (the relevant implementation date), an offer of shares
described in this prospectus may not be made to the public in
that relevant member state prior to the publication of a
prospectus in relation to the shares that has been approved by
the competent authority in that relevant member state or, where
appropriate, approved in another relevant member state and
notified to the competent authority in that relevant member
state, all in accordance with the Prospectus Directive, except
that, with effect from and including the relevant implementation
date, an offer of securities may be offered to the public in
that relevant member state at any time:
•
to any legal entity that is authorized or regulated to operate
in the financial markets or, if not so authorized or regulated,
whose corporate purpose is solely to invest in securities or
•
to any legal entity that has two or more of (1) an average
of at least 250 employees during the last financial year;
(2) a total balance sheet of more than €43,000,000 and
(3) an annual net turnover of more than €50,000,000,
as shown in its last annual or consolidated accounts or
•
in any other circumstances that do not require the publication
of a prospectus pursuant to Article 3 of the Prospectus
Directive.
Each purchaser of shares described in this prospectus located
within a relevant member state will be deemed to have
represented, acknowledged and agreed that it is a
“qualified investor” within the meaning of
Article 2(1)(e) of the Prospectus Directive.
For purposes of this provision, the expression an “offer to
the public” in any relevant member state means the
communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be
offered so as to enable an investor to decide to purchase or
subscribe the securities, as the expression may be varied in
that member state by any measure implementing the Prospectus
Directive in that member state, and the expression
“Prospectus Directive” means Directive
2003/71/EC
and includes any relevant implementing measure in each relevant
member state.
The sellers of the shares have not authorized and do not
authorize the making of any offer of shares through any
financial intermediary on their behalf, other than offers made
by the underwriters with a view to the final placement of the
shares as contemplated in this prospectus. Accordingly, no
purchaser of the shares, other than the underwriters, is
authorized to make any further offer of the shares on behalf of
the sellers or the underwriters.
This prospectus is only being distributed to, and is only
directed at, persons in the United Kingdom that are qualified
investors within the meaning of Article 2(1)(e) of the
Prospectus Directive, which we refer to as Qualified Investors,
that are also (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, or the Order, or
(ii) high net worth entities, and other persons to whom it
may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as “relevant persons”).
This prospectus and its contents are confidential and should not
be distributed, published or reproduced (in whole or in part) or
disclosed by recipients to any other persons in the United
Kingdom. Any person in the United Kingdom that is not a relevant
person should not act or rely on this document or any of its
contents.
Each underwriter has represented, warranted and agreed that:
•
(1) It has not offered or sold and will not offer or sell
our common stock in Hong Kong SAR by means of this prospectus or
any other document, other than to persons whose ordinary
business involves buying or selling shares or debentures,
whether as principal or agent or in circumstances which do not
constitute an offer to the public within the meaning of the
Companies Ordinance (Cap. 32 of the Laws of Hong Kong SAR), and
(2) unless it is a person who is permitted to do so under
the securities laws of Hong Kong SAR it has not issued or held
for the purpose of issue in Hong Kong and will not issue or hold
for the purpose of issue in Hong Kong SAR this prospectus, any
other offering material or any advertisement, invitation or
document relating to the common stock, otherwise than with
respect to common stock intended to be disposed of to persons
outside Hong Kong SAR or only to persons whose business involves
the acquisition, disposal, or holding of securities, whether as
principal or as agent;
•
the shares offered in this prospectus have not been registered
under the Securities and Exchange Law of Japan, and it has not
offered or sold and will not offer or sell, directly or
indirectly, the common stock in Japan or to or for the account
of any resident of Japan, except (1) pursuant to an
exemption from the registration requirements of the Securities
and Exchange Law and (2) in compliance with any other
applicable requirements of Japanese law; and
•
the prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, this prospectus or
any other document or material in connection with the offer or
sale, or invitation for subscription of purchase, of the common
stock, may not be circulated or distributed, nor may the common
stock be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or
indirectly, to the public or any member of the public in
Singapore other than (1) to an institutional investor or
other person specified in Section 274 of the Securities and
Futures Act, Chapter 289 of Singapore (SFA), (2) to a
sophisticated investor, and in accordance with the conditions,
specified in Section 275 of the SFA or (3) otherwise
pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.
Our common stock is currently listed on the Nasdaq Global Select
Market under the symbol “TTEC.”
In connection with the offering, one or more of the underwriters
may purchase and sell shares of common stock in the open market.
These transactions may include short sales, syndicate covering
transactions and stabilizing transactions. Short sales involve
syndicate sales of common stock in excess of the number of
shares to be purchased by the underwriters in the offering,
which creates a syndicate short position. “Covered”
short sales are sales made in an amount up to the number of
shares represented by the underwriters’ option to purchase
additional shares. The underwriters may close out any covered
short position by exercising their option to purchase additional
shares or purchasing shares in the open market after the
distribution has been completed. In determining the source of
shares to close out the covered syndicate short position, the
underwriters will consider, among other things, the price of
shares available for purchase in the open market as compared to
the price at which they may purchase shares through their
option. The underwriters may also make “naked” short
sales of shares in excess of their option. The underwriters must
close out any naked short position by purchasing shares of
common stock in the open market. A naked short position is more
likely to be created if the underwriters are concerned that
there may be downward pressure on the price of the shares in the
open market after pricing that could adversely affect investors
who purchase in the offering. Stabilizing transactions consist
of various bids for or purchases of shares made by the
underwriters in the open market while the offering is in
progress.
Any of these activities may have the effect of preventing or
retarding a decline in the market price of the common stock and
may stabilize, maintain or otherwise affect the market price of
our shares. As a result, the price of the common stock may be
higher than the price that would otherwise exist in the open
market in the absence of these transactions. The underwriters
may conduct these transactions on the Nasdaq Global Select
Market or in the
over-the-counter
market, or otherwise. If the underwriters commence any of these
transactions, they may discontinue them at any time.
We estimate that the total expenses of this offering, excluding
discounts and commissions, will be approximately $500,000.
The underwriters may, from time to time, perform various
financial advisory and investment banking services for us in the
ordinary course of their business, for which they may receive
customary fees and expenses.
A prospectus in electronic format may be made available either
on the websites maintained by one or more of the underwriters or
in another manner. The representatives may agree to allocate a
number of shares of our common stock to underwriters for sale to
their online brokerage account holders. The representatives will
allocate shares of our common stock to underwriters that may
make Internet distributions on the same basis as other
allocations. In addition, shares of our common stock may be sold
by the underwriters to securities dealers who resell shares to
online brokerage account holders.
We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of
1933, or to contribute to payments the underwriters may be
required to make because of any of those liabilities.
Blackstone Advisory Services L.P. is acting as our financial
advisor, but is not participating in the offering as an
underwriter.
The validity of the shares of common stock offered hereby will
be passed upon for TeleTech by Davis Polk & Wardwell,
New York, New York and for the Underwriters by Cleary Gottlieb
Steen & Hamilton LLP, New York, New York.
Our consolidated financial statements appearing in our annual
report on
Form 10-K
for the year ended December 31, 2006, and our
management’s assessment of the effectiveness of internal
control over financial reporting as of December 31, 2006
included therein, have been audited by Ernst & Young
LLP, independent registered public accounting firm, as set forth
in their reports thereon, included therein and incorporated
herein by reference. Such consolidated financial statements and
management’s assessment are incorporated by reference in
reliance upon such reports given on the authority of such firm
as experts in accounting and auditing.
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any
document that we file at the Public Reference Room of the SEC at
100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by
calling the SEC at
1-800-SEC-0330.
In addition, the SEC maintains an Internet site at
http://www.sec.gov, from which interested persons can
electronically access our SEC filings, including the
registration statement and the exhibits and schedules thereto.
The SEC allows us to “incorporate by reference” the
information we file with them, which means that we can disclose
important information to you by referring you to those
documents. The information incorporated by reference is an
important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed
below and all documents subsequently filed by us with the SEC
pursuant to Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the
termination of the offering under this prospectus:
(a)
our Annual Report on
Form 10-K
for the year ended December 31, 2006;
the information set forth under the captions
“Proposal 1: Election of Directors”,
“Executive Compensation”, “Security Ownership of
Certain Beneficial Owners and Management” and
“Independent Audit Fees For 2005” from our Proxy
Statement filed with the SEC on April 14, 2006.
You may request a copy of these filings at no cost, by writing
or telephoning TeleTech Holdings, Inc., 9197 S. Peoria
Street, Englewood, Colorado80112, Attention: Corporate
Secretary,
303-397-8100.
The following table sets forth the costs and expenses payable by
the Registrant in connection with the sale of the securities
being registered hereby.
Amount to be
Paid
Registration fee
$
0
*
Printing
40,000
Legal fees and expenses (including
Blue Sky fees)
175,000
Accounting fees and expenses
75,000
Miscellaneous
210,000
TOTAL
$
500,000
*
Omitted because the registration fee is being deferred pursuant
to Rule 456(b).
Item 15.
Indemnification
of Directors and Officers
Section 145 of the Delaware General Corporation Law
provides that a corporation may indemnify directors and officers
as well as other employees and individuals against expenses
(including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such
person in connection with any threatened, pending or completed
actions, suits or proceedings in which such person is made a
party by reason of such person being or having been a director,
officer, employee or agent to the Registrant. The Delaware
General Corporation Law provides that Section 145 is not
exclusive of other rights to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise. Article Eight of
the Registrant’s Certificate of Incorporation and
Article XI of the Registrant’s By-laws each provides
for indemnification by the Registrant of its directors, officers
and employees to the fullest extent permitted by the Delaware
General Corporation Law.
Section 102(b)(7) of the Delaware General Corporation Law
permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the
director’s duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases, redemptions or other distributions,
or (iv) for any transaction from which the director derived
an improper personal benefit. The Registrant’s Certificate
of Incorporation provides for such limitation of liability.
The Registrant maintains standard policies of insurance under
which coverage is provided (a) to its directors and
officers against loss rising from claims made by reason of
breach of duty or other wrongful act, and (b) to the
Registrant with respect to payments which may be made by the
Registrant to such officers and directors pursuant to the above
indemnification provision or otherwise as a matter of law.
The proposed form of Underwriting Agreement filed as
Exhibit 1.1 to this Registration Statement provides for
indemnification of directors and officers of the Registrant by
the underwriters against certain liabilities.
Consent of Davis Polk &
Wardwell (included in Exhibit 5.1)
24
.1
Power of Attorney (included on the
signature page of the Registration Statement)
*
To be filed by amendment
Item 17.
Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of securities registered hereby, 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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (i),
(ii) and (iii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange 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 this registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is
part of 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 herein, 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.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to
Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to
which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(b) 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrants pursuant to
the foregoing provisions, or otherwise, the registrants have
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
registrants will, unless in the opinion of their 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.
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-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Denver, State of Colorado, on March 19, 2007.
TeleTech Holdings, Inc.
By:
/s/ Kenneth
D. Tuchman
Kenneth D. Tuchman
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth D. Tuchman, John
R. Troka, Jr. and Alan Schutzman, and each of them, his true and
lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and to
file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said
attorney-in-fact
and agent full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Kenneth
D. Tuchman
Kenneth
D. Tuchman
Principal Executive Officer
Chief Executive Officer and
Chairman of the Board
