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TABLE OF CONTENTS
As filed with the Securities and Exchange Commission on July 22, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 2000
REGISTRATION NO. 333-48190
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TELETECH HOLDINGS, INC.
(Exact
TTEC Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or incorporation or organization) | 84-1291044 (I.R.S. Employer Identification No.) |
9197 S. Peoria Street
Englewood, CO 80112-5833
(303) 894-4000
(Address, Including Zip Code,397-8100
(Address, including zip code, and Telephone Number, Including Area Code,telephone number, including area code, of Registrant's Principal Executive Offices)
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JAMESregistrant's principal executive offices)
Margaret B. KAUFMAN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
TELETECH HOLDINGS, INC.
1700 LINCOLN STREET, SUITE 1400
DENVER, COLORADO 80203
McLean
Senior Vice President, General Counsel and Corporate Secretary
9197 S. Peoria Street
Englewood, CO 80112-5833
(303) 894-4000
(Name, Address, Including Zip Code,397-8100
(Name, address, including zip code, and Telephone Number, Including Area Code,telephone number, including area code, of Agentagent for Service)
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COPY TO:
STEVEN A. COHEN
HOGAN & HARTSON L.L.P.
ONE TABOR CENTER, SUITE 1500
1200 SEVENTEENTH STREET
DENVER, COLORADO 80202
(303) 899-7300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: service)
| Copies to: | ||
Paul Hilton Hogan Lovells US LLP 1601 Wewatta Street, Suite 900 Denver, Colorado 80202 (303) 899-7300 | ||
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement and from time to
timeRegistration Statement, as determined by market and other conditions.
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, please check the following box. /X/ý
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 delivery ofthis 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 prospectus is expected to be madeCommission pursuant to Rule 434,
please462(e) under the Securities Act, check the following box. / /
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THE REGISTRANT HEREBY AMENDS THISo
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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act (Check one):
| Large accelerated filer o | Accelerated filer ý | Non-accelerated filer o | Smaller reporting company o Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTIONFEE
| Title of Each Class of Securities to Be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Unit(1)(2) | Proposed Maximum Aggregate Offering Price(1)(2) | Amount of Registration Fee | ||||
|---|---|---|---|---|---|---|---|---|
Primary Offering | ||||||||
Common Stock, par value $0.01 per share | — | — | — | — | ||||
Preferred Stock, par value $0.01 per share | — | — | — | — | ||||
Debt Securities | — | — | — | — | ||||
Warrants | — | — | — | — | ||||
Purchase Contracts | — | — | — | — | ||||
Units | — | — | — | — | ||||
Total Primary Offering | — | — | $350,000,000(3) | $42,420(4) | ||||
Secondary Offering | ||||||||
Common Stock, par value $0.01 per share | 6,000,000(5) | $45.78(5) | $274,680,000 | $33,292 | ||||
Total Secondary Offering | 6,000,000(5) | $45.78(5) | $274,680,000 | $33,292 | ||||
Total Registration Fee (Primary and Secondary) | — | — | $624,680,000 | $75,712 | ||||
| ||||||||
- (1)
- An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement, with an aggregate initial offering price not to exceed $350,000,000. If any debt securities are issued at an original issue discount, then the issue price, and not the principal amount of such debt securities, shall be used for purposes of calculating the aggregate initial offering price of all securities issued.
- (2)
- The proposed maximum per share and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered under this registration statement and are not specified as to each class of security. Such information is not required to be included pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933, as amended (the "Securities Act").
- (3)
- Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
- (4)
- Calculated pursuant to Rule 457(o) under the Securities Act.
- (5)
- Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act based on the average of the high and low prices of the registrant's common stock on the NASDAQ Global Select Market on July 16, 2019.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTIONof the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED NOVEMBER 22, 2000
PROSPECTUS
3,010,544 SHARES
TELETECH HOLDINGS, INC.
COMMON STOCKmay determine.
The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholder may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus relatesis not an offer to 3,010,544sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated July 22, 2019
Prospectus
TTEC Holdings, Inc.
Up to $350,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Purchase Contracts
Units
and
6,000,000 Shares of Common Stock
Offered by the Selling Stockholder
We may offer from time to time, in one or more series of classes, up to $350,000,000 in aggregate principal amount of our common stock, preferred stock, debt securities, warrants, purchase contracts or units, in any combination, together or separately, in one or more offerings in amounts at prices and on the terms that we will determine at the time of the offering and which will be set forth in a prospectus supplement and any related free writing prospectus.
In addition, Kenneth D. Tuchman (the "selling stockholder") may offer and sell up to 6,000,000 shares of our common stock that may be
offered for sale or otherwise transferred from time to time, by one or more ofin amounts, at prices and on terms that will be determined at the selling stockholders identified in this prospectus. The aggregate net
proceeds to the selling stockholders from the sale oftime the shares of TeleTechour common stock are offered. We urge you to read this prospectus and the accompanying prospectus supplement, which will equaldescribe the sales pricespecific terms of such shares of common stock, less any
commissions. See "Plan of Distribution." We will not receive any of the proceeds
from the sale of the shares of common stock by the selling stockholders. The
expenses incurred in registering the 3,010,544 shares of common stock, including
legal and accounting fees, will be paid by us.
All of the 3,010,544 shares of common stock offered hereby were acquired by
the selling stockholders from us in connection with our August 31, 2000
acquisition of Contact Center Holdings, S.L., a Spanish provider of systems
integration and call center solutions. See "Selling Stockholders."these securities, carefully before you make your investment decision.
Our common stock is listed on the Nasdaq NationalNASDAQ Global Select Market under the trading symbol "TTEC." The last reported sale price of our common stock on November 21, 2000July 19, 2019 was $47.24 per share.
Investing in these securities involves certain risks. See "Risk Factors" on page 3 and the Nasdaq National Market was $24.875 per share.
Our principal executive offices are located at 1700 Lincoln Street, Suite
1400, Denver, Colorado 80203,other information included and our telephone numberincorporated by reference in this prospectus for a discussion of the factors you should carefully consider before deciding to purchase these securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is (303) 894-4000.
INVESTING IN TELETECH'S COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 3.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE ABSENT
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES LAWS. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 22, 2000.
YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. NEITHER WE NOR THE SELLING STOCKHOLDERS HAVE
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING
AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY THE PROSPECTUS IS ACCURATE AS
OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS.
, 2019.
Neither we, the "Company," "we," "us" and "our" refer to
TeleTech Holdings, Inc.
2
RISK FACTORS
RELATING TO AN INVESTMENT IN TELETECH COMMON STOCK
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS, TOGETHER WITH THE OTHER
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, BEFORE
DETERMINING WHETHER OR NOT TO PURCHASE TELETECH COMMON STOCK. IF ANY OF THE
FOLLOWING RISKS ACTUALLY OCCUR, TELETECH'S BUSINESS AND FINANCIAL CONDITION AND
ITS RESULTS OF OPERATIONS COULD BE SERIOUSLY HARMED. IF THAT HAPPENS, THE VALUE
OF TELETECH'S COMMON STOCK COULD DECLINE, AND YOU MAY LOSE ALL OR PART OF YOUR
INVESTMENT.
TELETECH'S LOSS OF ANY OF ITS MAJOR CLIENTS MAY MATERIALLY REDUCE ITS REVENUES.
TeleTech strategically focuses its marketing efforts on developing long-term
relationships with large and multinational companies in targeted industries. As
a result, TeleTech derives a substantial portion of its revenues from relatively
few clients. TeleTech cannot assure you that it will not become more dependent
on a few significant clients, that TeleTech will be able to retainselling stockholder, our respective affiliates nor any of its
largest clients, that the volumes or profit margins of its most significant
programs will not be reduced, or that TeleTech would be able to replace such
clients or programs with clients or programs that generate a comparable amount
of profits. Consequently, the loss of one or more of TeleTech's significant
clients couldunderwriters have a material adverse effect on the business, results of
operations or financial condition of TeleTech.
THE TERMS OF TELETECH'S CONTRACTS WITH ITS CLIENTS DO NOT GUARANTEE A MINIMUM
LEVEL OF REVENUE.
TeleTech's contracts do not ensure that TeleTech will generate a minimum
level of revenues, and the profitability of each client program may fluctuate,
sometimes significantly, throughout the various stages of such program. Although
TeleTech seeks to sign multiyear contracts with its clients, TeleTech's
contracts generally enable its clients to terminate the contract, or terminate
or reduce customer interaction volumes, on relatively short notice. Although
many of such contracts require the client to pay a contractually agreed amount
in the event of early termination, TeleTech cannot assure you that it will be
able to collect such amount or that such amount, if received, will sufficiently
compensate TeleTech for its investment in the canceled program or for the
revenues it may lose as a result of the early termination. TeleTech usually is
not designated as its client's exclusive service provider; however, TeleTech
believes that meeting its clients' expectations can have a more significant
impact on revenues generated by TeleTech than the specific terms of its client
contracts. TeleTech cannot assure you, however, that it will meet its clients'
expectations. In addition, some of TeleTech's contracts limit the total amount
TeleTech can charge for its services, and several prohibit TeleTech from
providing services to the client's direct competitors that are similar to the
services TeleTech provides to such client.
THE SERVICE FEES THAT TELETECH CHARGES ITS CLIENTS MAY NOT COVER THE COSTS
TELETECH INCURS IN PROVIDING SERVICES.
A few of TeleTech's contracts allow TeleTech to increase its service fees if
and to the extent certain cost or price indices increase; however, most of
TeleTech's significant contracts do not contain such provisions and some
contracts require TeleTech to decrease its service fees if, among other things,
TeleTech does not achieve certain performance objectives. Increases in
TeleTech's service fees that are based upon increases in cost or price indices
may not fully compensate TeleTech for increases in labor and other costs
incurred in providing services.
TELETECH'S CUSTOMER INTERACTION CENTERS OCCASIONALLY ARE UNDER USED, BUT
TELETECH GENERALLY INCURS THE SAME OPERATING COSTS REGARDLESS OF LEVEL OF USE.
TeleTech's profitability is influenced significantly by its customer
interaction center capacity use. TeleTech attempts to maximize use; however,
because almost all of TeleTech's business is inbound, TeleTech has significantly
higher use during peak (weekday) periods than during off-peak (night and
3
weekend) periods. TeleTech has experienced periods of excess capacity,
particularly in its shared customer interaction centers, and occasionally has
accepted short-term assignments to use the excess capacity. In addition,
TeleTech has experienced, and in the future may experience, at least short-term,
excess peak period capacity when it opens a new customer interaction center or
terminates or completes a large client program. There can be no assurance that
TeleTech will be able to achieve or maintain optimal customer interaction center
capacity use. TeleTech generally incurs the same operating costs regardless of
the level of use of its customer interaction centers.
IF TELETECH FAILS TO MANAGE EFFECTIVELY ITS RAPID GROWTH THE ACHIEVEMENT OF ITS
BUSINESS STRATEGY MAY BE DELAYED.
TeleTech has experienced rapid growth over the past several years. Future
growth, and the pace of that growth, will depend on a number of factors,
including TeleTech's ability to (a) initiate, develop and maintain new client
relationships and expand its existing client programs; (b) recruit, motivate and
retain qualified management and hourly personnel; (c) rapidly identify, acquire
or lease suitable customer interaction center facilities on acceptable terms and
complete build outs of such facilities in a timely and economic fashion; and
(d) maintain the high quality of the services and products that it provides to
its clients. TeleTech cannot assure you that it will be able to effectively
manage its expanding operations or maintain its profitability. If TeleTech is
unable to effectively manage its growth, its business, results of operations or
financial condition could be materially adversely affected.
TELETECH MUST ENHANCE ITS SERVICES AND DEVELOP NEW ONES TO BE SUCCESSFUL IN THE
RAPIDLY CHANGING MARKET.
TeleTech's business is highly dependent on its computer and
telecommunications equipment and software capabilities. If TeleTech fails to
maintain the superiority of its technological capabilities or to respond
effectively to technological changes a material adverse effect on TeleTech's
business, results of operations or financial condition could result. TeleTech's
continued growth and future profitability will be highly dependent on a number
of factors, including TeleTech's ability to (a) expand its existing service
offerings; (b) achieve cost efficiencies in TeleTech's existing customer
interaction center operations; and (c) introduce new services and products that
leverage and respond to changing technological developments. There can be no
assurance that technologies or services developed by TeleTech's competitors will
not render TeleTech's products or services non-competitive or obsolete, that
TeleTech can successfully develop and market any new services or products, that
TeleTech's costs and expenses associated with such new services or products will
not exceed budgeted costs and expenses related thereto, that any such new
services or products will be commercially successful (including that the
benefits derived from such new services or products will justify the costs and
expenses related thereto) or that the integration of automated customer support
capabilities will achieve intended cost reductions.
TELETECH'S SUCCESS DEPENDS ON ITS RETENTION OF KEY PERSONNEL AND ITS ABILITY TO
HIRE OTHER KEY PERSONNEL.
Continued growth and profitability will depend upon TeleTech's ability to
maintain its leadership infrastructure by recruiting and retaining qualified,
experienced executive personnel. Competition in TeleTech's industry for
executive-level personnel is fierce and there can be no assurance that TeleTech
will be able to hire, motivate and retain highly effective executive employees,
or that TeleTech can do so on economically feasible terms.
TELETECH'S SUCCESS DEPENDS ON THE MAINTENANCE OF GOOD LABOR RELATIONS AND ITS
ABILITY TO EFFECTIVELY RESPOND TO HIGH PERSONNEL TURNOVER.
TeleTech's success is largely dependent on its ability to recruit, hire,
train and retain qualified employees. TeleTech's industry is very
labor-intensive and has experienced high personnel turnover. A
4
significant increase in TeleTech's employee turnover rate could increase
TeleTech's recruiting and training costs and decrease operating effectiveness
and productivity. Also, if TeleTech obtains several significant new clients or
implements several new, large-scale programs, it would be required to recruit,
hire and train qualified personnel at an accelerated rate. TeleTech may not be
able to continue to hire, train and retain sufficient qualified personnel to
adequately staff new customer management programs. Because a significant portion
of TeleTech's operating costs relate to labor costs, an increase in wages, costs
of employee benefits or employment taxes could have a material adverse effect on
TeleTech's business, results of operations or financial condition. In addition,
certain of TeleTech's customer interaction centers are located in geographic
areas with relatively low unemployment rates, which could make it more difficult
and costly to hire qualified personnel.
THE MARKET TELETECH FACES IS HIGHLY COMPETITIVE AND TELETECH MAY NOT BE ABLE TO
COMPETE EFFECTIVELY.
TeleTech believes that the market in which it operates is fragmented and
highly competitive and that competition is likely to intensify in the future.
TeleTech competes 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 have or may
develop greater capabilities and resources than those of TeleTech. Similarly,
there can be no assurance that additional competitors with greater resources
than TeleTech will not enter TeleTech's market. Because TeleTech's primary
competitors are the in-house operations of existing or potential clients,
TeleTech's performance and growth could be adversely affected if its existing or
potential clients decideauthorized anyone to provide in-house customer management servicesany information other than that
currently are outsourced, or retain or increase their in-house customer service
and product support capabilities. In addition, competitive pressures from
current or future competitors also could cause TeleTech's services to lose
market acceptance or result in significant price erosion, with a material
adverse effect upon TeleTech's business, results of operations or financial
condition.
TELETECH MAY EXPERIENCE DIFFICULTIES IN COMPLETING ACQUISITIONS AND JOINT
VENTURES AND INTEGRATING ACQUIRED COMPANIES AND JOINT VENTURES, WHICH MAY SLOW
ITS GROWTH.
One component of TeleTech's growth strategy is to pursue strategic
acquisitions of companies that have services, technologies, industry
specializations or geographic coverage that extend or complement TeleTech's
existing business. There can be no assurance that TeleTech will be successful in
acquiring such companies on favorable terms or in integrating such companies
into TeleTech's existing businesses, or that any completed acquisition will
enhance TeleTech's business, results of operations or financial condition.
TeleTech has faced, and in the future may continue to face, increased
competition for acquisition opportunities, which may inhibit TeleTech's ability
to consummate suitable acquisitions on favorable terms. TeleTech may require
additional debt or equity financing for future acquisitions, which financing may
not be available on terms favorable to TeleTech, if at all. As part of its
growth strategy, TeleTech also may pursue strategic alliances in the form of
joint ventures. Joint ventures involve many of the same risks as acquisitions,
as well as additional risks associated with possible lack of control of such
joint ventures.
A SYSTEM FAILURE COULD DELAY OR INTERRUPT SERVICE TO TELETECH CLIENTS.
TeleTech's operations are dependent upon its ability to protect its customer
interaction centers, computer and telecommunications equipment and software
systems against damage from fire, power loss, telecommunications interruption or
failure, natural disaster and other similar events. In the event TeleTech
experiences a temporary or permanent interruption at one or more of its customer
interaction centers, through casualty, operating malfunction or otherwise,
TeleTech's business could be materially adversely affected and TeleTech may be
required to pay contractual damages to some clients or allow some clients to
terminate or renegotiate their contracts with TeleTech. TeleTech maintains
property and
5
business interruption insurance; however, such insurance may not adequately
compensate TeleTech for any losses it may incur.
TELETECH'S INTERNATIONAL OPERATIONS SUBJECT IT TO ADDITIONAL RISKS.
In addition to its operations in the United States, TeleTech currently
conducts business in Argentina, Australia, Brazil, Canada, Mexico, New Zealand,
Spain, Singapore and the United Kingdom. In addition, a key component of
TeleTech's growth strategy is continued international expansion. There can be no
assurance that TeleTech will be able to increase its market share in the
international markets in which TeleTech currently conducts business and
successfully market, sell and deliver its services in additional international
markets. In addition, there are certain risks inherent in conducting
international business, including exposure to currency fluctuations, longer
payment cycles, greater difficulties in accounts receivable collection,
difficulties in complying with a variety of foreign laws, unexpected changes in
regulatory requirements, difficulties in managing capacity utilization and in
staffing and managing foreign operations, political instability and potentially
adverse tax consequences. Any one or more of such factors could have a material
adverse effect on TeleTech's international operations and, consequently, on
TeleTech's business, results of operations or financial condition.
TELETECH HAS EXPERIENCED AND MAY CONTINUE TO EXPERIENCE FLUCTUATIONS IN ITS
QUARTERLY OPERATING RESULTS.
TeleTech has experienced and could continue to experience quarterly
variations in revenues as a result of a variety of factors, many of which are
outside TeleTech's control. Such factors include the timing of new contracts;
labor strikes and slowdowns; reductions or other modifications in its clients'
marketing and sales strategies; the timing of new product or service offerings;
the expiration or termination of existing contracts or the reduction in existing
programs; the timing of increased expenses incurred to obtain and support new
business; changes in the revenue mix among TeleTech's various service offerings;
and the seasonal pattern of certain of the businesses serviced by TeleTech. In
addition, TeleTech makes decisions regarding staffing levels, investments and
other operating expenditures based on its revenue forecasts. If TeleTech's
revenues are below expectations in any given quarter, its operating results for
that quarter would likely be materially adversely affected.
CHANGES IN KEY INDUSTRIES THAT USE TELETECH'S SERVICES MAY NEGATIVELY AFFECT
TELETECH'S REVENUES.
TeleTech generates a majority of its revenues from clients in the
telecommunications, technology, transportation, financial services and
government services industries. TeleTech's growth and financial results are
largely dependent on continued demand for TeleTech's services from clients in
these industries and current trends in such industries to outsource certain
customer management services. A general economic downturn in any of these
industries or a slowdown or reversal of the trend in any of these industries to
outsource certain customer management services could have a material adverse
effect on TeleTech's business, results of operations or financial condition.
TELETECH'S SUCCESS DEPENDS ON THE SUCCESS OF TELETECH'S CLIENTS' PRODUCTS.
In substantially all of its client programs, TeleTech generates revenues
based, in large part, on the amount of time that TeleTech's personnel devotes to
a client's customers. Consequently, and due to the inbound nature of TeleTech's
business, the amount of revenues generated from any particular client program is
dependent upon consumers' interest in, and use of, the client's products and/or
services. Furthermore, a significant portion of TeleTech's expected revenues and
planned capacity use relate to recently introduced product or service offerings
of TeleTech's clients. There can be no assurance as to the number of consumers
who will be attracted to the products and services of TeleTech's clients and who
will therefore need TeleTech's services, or that TeleTech's clients will develop
new products or services that will require TeleTech's services.
6
INFORMATION ABOUT TELETECH
TeleTech is a leading provider of eCommerce-enabling customer management
solutions for large domestic, foreign and multinational companies. TeleTech
helps its clients acquire, serve, retain and maximize their revenue from
customers by strategically managing inbound telephone and Internet-based
inquiries on their behalf. Such programs include both automated and
human-assisted support and involve all stages of the customer relationship.
Programs consist of a variety of customer management and product support
activities, such as providing new product information, enrolling customers in
client programs, providing 24-hour technical and help desk support and resolving
customer complaints. TeleTech's customer management solution encompasses the
following capabilities:
- strategic consulting and process redesign;
- infrastructure deployment including the securing, designing and building
of world-class customer interaction centers;
- recruitment, education and management of client-dedicated customer care
representatives;
- electronic intelligence delivery to clients;
- engineering operational process controls and quality systems;
- technology consulting and implementation, including the integration of
hardware, software, network and computer-telephony technology; and
- database management, which involves the accumulation, management and
analysis of customer information to deliver actionable marketing
solutions.
TeleTech delivers its customer management services mostly through
customer-initiated telephone calls, e-mail and the Internet. Services are
provided via automated support and by trained customer care representatives in
response to an inquiry that a customer makes by calling a toll-free telephone
number, by sending an e-mail message or by clicking on an icon on a Web site
asking for immediate help or service.
Representatives respond to customer inquiries from customer interaction
centers using state-of-the-art workstations, which operate on TeleTech's
sophisticated technology platform. This technology platform incorporates digital
switching, client/server technology, object-oriented software modules,
relational database management systems, proprietary call tracking management
software, computer telephony integration and interactive voice response.
In 1999, TeleTech launched CyberCare, an innovative multichannel eCommerce
technology platform. CyberCare integrates TeleTech's best of breed software,
system integration capabilities and customer management to enable companies to
sell to and service their customers on a very large scale anytime, anywhere,
over any media. The solution incorporates the full spectrum of Internet
communications, including custom e-mail response, chat and extensive Web
co-browsing capabilities. Whether a customer sends an e-mail, clicks an icon on
a Web site asking for immediate help or service or places a telephone call,
CyberCare routes the inquiry to a trained and technology-enabled TeleTech
representative. The representative is then able to perform a host of services,
including personalized customer care, billing and technical support, online
sales, loyalty and affinity programs, real-time product availability and
delivery status, Web site support, up-selling, cross-selling and more.
The primary components of TeleTech's CyberCare solution are as follows:
- Customer-Centric Platform: TeleTech's customer relationship management
software that has been enhanced to manage the various Web-based
communications associated with CyberCare;
- E-mail: Provides automated e-mail responses to customer interactions, or
routes customer e-mail to appropriate representative to respond in a
personalized fashion;
7
- Chat: Allows for representative interaction with the customer real-time
over the Web;
- Web Co-browsing: Provides representatives with the ability to
simultaneously view a Web site with the customer and navigate based upon
the customer's request for information--a phone call or chat session is
simultaneously initiated to interact with the customer during the
co-browsing session;
- Web Call Back: Customers have the ability to click an icon on a Web site
to request a phone call back from a representative either immediately or
at a specific time;
- Real-time Training: Incorporates real-time training via the Internet for
CyberCare representatives delivered directly to the desktop;
- Online Reference Library: Provides representatives with access to a
searchable online database and comprehensive information resource; and
- Automated Support: TeleTech's inference-based expert system enables
customers to diagnose and resolve support issues via interactive response,
e-mail or the Internet.
TeleTech provides services from customer interaction centers leased,
equipped and staffed by TeleTech and from customer interaction centers leased
and equipped by its clients and staffed by TeleTech. TeleTech's fully outsourced
customer interaction centers serve either multiple clients or one dedicated
client. TeleTech typically establishes strategic relationships, formalized by
contracts, with selected clients in the telecommunications, technology,
transportation, financial services and government services industries. TeleTech
targets clients in these industries because of their complex product and service
offerings and large customer bases, which require frequent, increasingly
sophisticated, customer interactions.
TeleTech manages its U.S. customer interaction centers through its
Technology Command Center in Colorado. The Command Center operates 24 hours a
day, seven days a week, and is responsible for monitoring, coordinating and
managing TeleTech's U.S. operations. Each U.S. customer interaction center is
connected to the Command Center and to other U.S. customer interaction centers
through multiple fiber-optic voice/data T-1 circuits to form an integrated and
redundant wide area network. This network connectivity provides a high level of
security and redundancy that is integral to TeleTech's ability to ensure
recovery capabilities in the event of a disaster or structural failure.
TeleTech has established uniform operational policies and procedures to
ensure the consistent delivery of high-quality service at each customer
interaction center. These policies and procedures detail specific performance
standards, productivity and profitability objectives and daily administrative
routines designed to ensure efficient operation. All TeleTech customer
interaction centers are designed to operate 24 hours a day, seven days a week.
TeleTech believes that recruiting, training and managing full-time
representatives who are dedicated to a single client facilitate integration
between client and representative, enhance service quality and efficiency and
differentiate TeleTech from its competitors.
TeleTech uses a number of sophisticated applications designed to minimize
administrative burdens and maximize productivity. Such applications include a
proprietary representative performance system that tracks representative
activity at each workstation and a proprietary billing system that tracks time
spent on administration, training, data processing and other processes conducted
in support of client or internal tasks.
TeleTech monitors and measures the quality and accuracy of its customer
interactions through a quality assurance department located at each interaction
center. Each department evaluates, on a real-time basis, approximately 1% of the
calls per day. TeleTech also has the ability to enable its clients to monitor
customer interactions as they occur. Quality assurance professionals monitor
customer interactions and simultaneously evaluate representatives according to
criteria mutually determined by TeleTech and the client. Representatives are
evaluated and provided with feedback on their
8
performance on a weekly basis and, as appropriate, recognized for superior
performance or scheduled for additional training and coaching.
TeleTech operates seven customer interaction centers in Spain; six customer
interaction centers in Canada; three customer interaction centers in Australia;
two customer interaction centers in each of Mexico and the United Kingdom; and
one customer interaction center in each of Argentina, Brazil, New Zealand and
Singapore. A key component of TeleTech's growth strategy is to continue its
international expansion, which may include the acquisition of businesses with
products or technologies that extend or complement TeleTech's existing
businesses.
RECENT EVENTS
On August 21, 2000, TeleTech entered into a definitive agreement by which
TeleTech will acquire Newgen Results Corporation. The acquisition is intended to
be treated as a pooling of interests for financial accounting purposes. The
pooling of interests method of accounting assumes, for purposes of financial
statement presentation, that TeleTech and Newgen have always been combined.
Under the terms of the agreement, TeleTech will acquire Newgen for stock in a
tax-deferred exchange valued at approximately $200 million or $18 per share for
each of share of Newgen common stock outstanding. Each share of Newgen common
stock will be exchanged for shares of TeleTech common stock, based on the
average price per share of TeleTech common stock prior to closing, subject to a
collar. The range of the collar is $22.50 to $37.50. The transaction has been
unanimously approved by the Board of Directors of each company and is expected
to close in the fourth quarter of 2000 subject to a Newgen stockholder vote,
regulatory approvals and other customary closing conditions. TeleTech believes
that the merger will provide the combined company with the ability to leverage
Newgen's services in international markets using TeleTech's infrastructure,
opportunities to expand Newgen's services beyond the automotive industry and
potentially greater financial, technological and human resources to develop new
products and services.
On August 31, 2000, TeleTech acquired Contact Center Holdings, S.L., one of
Spain's largest privately held customer management companies. Contact Center
Holdings is the parent company of Difusio Telemarketing Group SA, Spain's
largest customer relations management company. Through seven customer
interaction centers, Difusio Telemarketing Group SA services industries
complementary to TeleTech's focus, such as telecommunications and financial
services. In connection with this acquisition, TeleTech issued 3,263,816 shares
of TeleTech common stock as consideration. The transaction will be treated as a
pooling of interests for financial accounting purposes. The pooling of interests
method of accounting assumes, for purposes of financial statement presentation,
that TeleTech and Contact Center Holdings, S.L. have always been combined.
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
TeleTech has made forward-looking statements (as such term is defined in the
Private Securities Litigation Reform Act of 1995) in this document and in
documents that are incorporated by reference in this document that are subject
to risks and uncertainties. Forward-looking statements include the information
concerning possible or assumed future results of operations of TeleTech. Also,
statements including words such as "believes," "expects," "anticipates,"
"intends," "plans," "estimates," or similar expressions are forward-looking
statements. Stockholders should note that many factors, some of which are
discussed elsewhere in this document and in the documents incorporated by
reference in this document, could affect the future financial results of
TeleTech and could cause actual results to differ materially from those
expressed in forward-looking statements contained or incorporated by reference in this document. Important factorsprospectus or in any prospectus supplement or free writing prospectus prepared by or on behalf of us or to which we or the selling stockholder have referred you. We, the selling stockholder and/or our respective affiliates, as applicable, take no responsibility for, and can provide no assurance as to the reliability of, any other information that could cause actual results to differ
materially fromothers may give you. We, the expectations reflectedselling stockholder and/or our respective affiliates, as applicable, are not making an offer of these securities in any state where the forward-looking statementsoffer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus include, among others
- risks relatingor any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dates.
In this prospectus, (i) references to "TTEC," "we," "us," "our," "the registrant" and "our company" refer, collectively, to TTEC Holdings, Inc., a Delaware corporation, the business of TeleTech;
9
- other risks and uncertainties set forth under the caption "Risk Factors
Relating to an Investment in TeleTech Common Stock;" and
- general economic, business and market conditions, changes in laws and
increased competitive pressure in the customer management and product
support industry.
TeleTech does not undertake any obligation to update its forward-looking
statements after the date of this prospectus.
USE OF PROCEEDS
Allissuer of the shares of TeleTech common stock covered by this prospectus are
beingsecurities offered by thehereby, and its subsidiaries and (ii) references to "selling stockholder" refer to Kenneth D. Tuchman and includes donees, pledgees, transferees or other successors-in-interest selling stockholders identified in this prospectus. The
Company will not receive any proceeds from the sale of the shares by the selling
stockholders.
SELLING STOCKHOLDERS
The following table provides the names of the selling stockholders and the
number of shares of common stock beneficially owned by each selling stockholder
as of November 22, 2000. Information with respect to beneficial ownership is
based upon information obtained from the selling stockholders. Information with
respect to shares beneficially owned after the offering assumes the sale of all
of the shares offered and no other purchases or sales of common stock. Assuming
all of the shares offered by this prospectus are sold, no selling stockholder
will own shares of TeleTech common stock after this offering in excess of 1% of
TeleTech's outstanding common stock.
All of the selling stockholders received their shares of common stock in
connection with our acquisition of all of the outstanding share capital of
Contact Center Holdings, S.L. The registration statement to which this
prospectus relates is being filed pursuant to a registration rights agreement
among us and the selling stockholders. We agreed to file the registration
statement covering the shares of common stock received by eachfrom the selling stockholder in the acquisition, and to keep the registration statement effective
until the earlier of (i) August 31, 2001 or (ii) the date that all of the shares
covered by the registration statement have been sold by the selling
stockholders. During the effectiveness of this registration statement, the
selling stockholders have agreed to limit sales on any trading day to that
number of shares of TeleTech's common stock not exceeding 25% of one half of the
trading volume of TeleTech's common stock as reported by the Nasdaq National
Market averaged over ten trading days preceding the date of the sale. This
limitation on the number of shares any selling stockholder can sell on any one
trading day does not apply to private sales not made on the Nasdaq National
Market (or other securities exchange or market).
BENEFICIAL SHARES BENEFICIAL
OWNERSHIP TO BE OWNERSHIP
SELLING STOCKHOLDERS PRIOR TO OFFERING OFFERED AFTER OFFERING(2)
- -------------------- ----------------- --------- -----------------
Millettti S.L.(1).................... 2,203,313 2,032,336 170,977
3i Group PLC......................... 531,834 490,564 41,270
3i EuroPartners II LP................ 528,669 487,644 41,025
- ------------------------
(1) Albert Olle Bartolome is the sole shareholder of Milletti S.L. and he is the
General Manager of TeleTech's newly acquired Spanish operations.
(2) These shares were placed in escrow pursuant to an escrow agreement, dated
August 31, 2000, to cover post-closing adjustments to the purchase price to
be determined as of the one year anniversary of the closing. Should no
adjustments to the purchase price be necessary, the selling stockholders
will hold these shares outright. These shares are not covered by this
registration statement on Form S-3.
10
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by the selling
stockholders named in this prospectus or by their donees, pledgees, transferees
or other successors in interest selling shares received after the date of this
prospectus from a selling shareholder as a gift, pledge, partnership distribution or other non-sale related transfer.transfer after the date of this prospectus.
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC"), utilizing a "shelf" registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings with an initial aggregate offering price of up to $350,000,000. In addition, under this shelf registration process, the selling stockholder may from time to time offer and sell up to an aggregate of 6,000,000 shares of our common stock in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we and/or the selling stockholder, if applicable, sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The sale priceprospectus supplement may also add, update or change information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any prospectus supplement, on the other hand, you shall rely on the information in the prospectus supplement. You should read this prospectus, any prospectus supplement and any free writing prospectus together with additional information described under the sections "Risk Factors" and "Where You Can Find More Information."
We have filed or incorporated by reference exhibits to the publicregistration statement of which this prospectus forms a part. You should read the exhibits carefully for provisions that may be:
-be important to you.
TTEC is a leading global customer experience technology and services company focused on the design, implementation and delivery of transformative solutions for many of the world's most iconic and disruptive brands. We help large global companies increase revenue and reduce costs by delivering personalized customer experiences across every interactional channel and phase of the customer lifecycle as an end-to-end provider of customer engagement services, technologies, insights and innovations. We are organized into two centers of excellence: TTEC Digital and TTEC Engage.
- •
- TTEC Digital designs and builds human centric, tech-enabled, insight-driven customer experience solutions.
- •
- TTEC Engage is the Company's global delivery center of excellence that operates turnkey customer acquisition, care, revenue growth, digital fraud prevention and detection, and content moderation services.
TTEC Digital and TTEC Engage come together under our unified offering, HumanifyTM Customer Engagement as a Service, which drives measurable results for clients through delivery of personalized omnichannel interactions that are seamless and relevant. Our business is supported by 49,300 employees delivering services in 24 countries from 82 customer engagement centers on six continents. Our end-to-end approach differentiates the Company by combining service design, strategic consulting, data analytics, process optimization, system integration, operational excellence, and technology solutions and services. This unified offering is value-oriented, outcome-based, and delivered on a global scale across all four of our business segments, two of which comprise TTEC Digital—Customer Strategy Services and Customer Technology Services; and two of which comprise TTEC Engage—Customer Growth Services and Customer Management Services.
Since our establishment in 1982, we have helped clients strengthen their customer relationships, brand recognition and loyalty by simplifying and personalizing interactions with their customers. We deliver thought leadership, through innovation in programs that differentiate our clients from their competition.
TTEC is a Delaware corporation. TTEC's principal executive offices are located at 9197 S. Peoria Street, Englewood, CO 80112-5833, and its telephone number is (303) 397-8100. The address of our website is www.ttec.com. The information contained on, or accessible through, our website is not incorporated in, and shall not be part of, this prospectus. For more information about TTEC, see "Where You Can Find More Information."
Investing in the securities involves substantial risks. Before purchasing any of the securities, you should carefully consider and evaluate all of the information included and incorporated by reference or deemed to be incorporated by reference in this prospectus or the applicable prospectus supplement, including the risk factors incorporated by reference herein from ourAnnual Report on Form 10-K for the fiscal year ended December 31, 2018, as updated by annual, quarterly and other reports and documents that are incorporated by reference herein or in the applicable prospectus supplement. The risks and uncertainties that we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect us. The occurrence of any of these risks could materially and adversely impact our business, cash flows, condition (financial or otherwise), liquidity, prospects and/or results of operations. Please also refer to the sections below entitled "Cautionary Note on Forward-Looking Statements" and "Where You Can Find More Information."
Unless otherwise indicated in a prospectus supplement, the net proceeds from the sale of the securities will be used for general corporate purposes, including working capital, acquisitions, retirement of debt and other business opportunities.
In the case of a sale by the selling stockholder, we will not receive any of the proceeds from such sale. We are required to bear the expenses (other than underwriting discounts) incident to an offering by the selling stockholder.
In addition to the shares of our common stock that we may offer from time to time in one or more offerings, this prospectus also relates to the possible resale from time to time by Kenneth D. Tuchman of up to 6,000,000 shares of our common stock that were issued and outstanding prior to the original date of filing of the registration statement of which this prospectus forms a part.
The following table details the number of shares of our common stock that Kenneth D. Tuchman beneficially owns and the number of shares of our common stock that Kenneth D. Tuchman may offer for resale under this prospectus. The following table has been prepared on the assumption that all shares that Kenneth D. Tuchman may offer from time to time pursuant to this prospectus are sold. The percentage of shares of our common stock that Kenneth D. Tuchman beneficially owns both prior to and following an offering of securities pursuant to this prospectus is based on 46,386,727 shares of our common stock outstanding as of June 30, 2019 and does not take into account any securities issued by us pursuant to this prospectus. We cannot advise you as to whether Kenneth D. Tuchman will in fact sell any or all of such shares of our common stock.
Selling Stockholder | Shares beneficially owned prior to offering | Percentage of outstanding shares beneficially owned prior to offering | Number of shares being registered for resale | Shares beneficially owned after offering | Percentage of outstanding shares beneficially owned after offering | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Kenneth D. Tuchman(1) | 31,463,707 | (2)(3) | 67.8 | % | 6,000,000 | 25,463,707 | 54.9 | % | ||||||||
- (1)
- The address of Mr. Tuchman is 9197 S. Peoria Street, Englewood, CO 80112-5833.
- (2)
- Includes 31,453,707 shares subject to sole voting and investment power, and 10,000 shares with shared voting and investment power. The shares with sole voting and investment power consist of: (i) 6,686,901 shares held by Mr. Tuchman; (ii) 14,766,806 shares held by a limited liability partnership controlled by Mr. Tuchman; and (iii) 10,000,000 shares held by a revocable trust controlled by Mr. Tuchman. The shares with shared voting and investment power consist of 10,000 shares owned by Mr. Tuchman's spouse.
- (3)
- On May 7, 2018, Mr. Tuchman entered into a Security Agreement with Wells Fargo Bank, National Association, pursuant to the terms of which he agreed to collateralize a certain personal loan with 3,070,000 of TTEC common stock held in KDT Stock Revocable Trust ("2018 Security Agreement"). Pursuant to 2018 Security Agreement, Mr. Tuchman may pledge additional TTEC shares held by the Trust, directly, or through other vehicles to collateralized additional advancements on the Loan. The 2018 Security Agreement restates and supersedes a certain security agreement for pledge of TTEC shares with Wells Fargo Bank previously executed in December 2015.
Material Relationships with Selling Stockholder
A description of certain relationships and related party transactions involving Kenneth D. Tuchman is included in ourDefinitive Proxy Statement on Schedule 14A filed with the SEC on April 12, 2019 in the section entitled "Related Party Transactions," which is incorporated herein by reference.
The following description of certain terms of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by reference to, our restated certificate of incorporation, as amended (the "Certificate of Incorporation"), our amended and restated bylaws, as amended (the "Bylaws"), and the applicable provisions of the Delaware General Corporation Law (the "DGCL"). For more information on how you can obtain the Certificate of Incorporation and the Bylaws, see "Where You Can Find More Information."
General
Under the Certificate of Incorporation, we are authorized to issue up to 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. As of June 30, 2019, there were 46,386,727 shares of common stock outstanding and no shares of preferred stock outstanding.
Common Stock
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. In 2015, our Board of Directors adopted a dividend policy, with the intent to distribute a periodic cash dividend to stockholders of our common stock, after consideration of, among other things, TTEC's performance, cash flows from operations, capital needs and liquidity factors. The Company paid the initial dividend in 2015 and has continued to pay a semi-annual dividend in October and April of each year.
In the event of liquidation, dissolution or winding up of TTEC, 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 TTEC without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. Holders of preferred stock may be entitled to receive dividends (other than dividends of common stock) before any dividends are payable to holders of common stock.
The prospectus supplement relating to any preferred stock being offered will include specific terms relating to the offering.
Anti-Takeover Effects of Delaware Law
Delaware Law. TTEC 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 business combination transaction or the transaction which resulted in the stockholder becoming an interested stockholder 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, excluding for the purpose of determining the number of shares outstanding those shares owned by the corporation's officers and directors and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; 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 TTEC and, accordingly, may discourage attempts to acquire TTEC even though such a transaction may offer TTEC's stockholders the opportunity to sell their stock at a price above the prevailing market price.
Certificate of Incorporation and Bylaws. Various provisions contained in the Certificate of Incorporation and the Bylaws could delay or discourage stockholder actions with respect to transactions involving an actual or potential change of control of us or a chance in our management and may limit the ability of our stockholders to remove current management or approve transactions that our stockholders may deem to be in their best interests. Among other things, these provisions:
- •
- provide that special meetings of stockholders may be called only by the Board of Directors, the Chairman of the Board of Directors or by the Chief Executive Officer of our company and not by the stockholders;
- •
- provide that any stockholder wishing to nominate persons for election as directors at, or bring other business before, an annual meeting must deliver to our secretary advance written notice of the stockholder's intention to do so;
- •
- establish that state courts located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) are the sole and exclusive forum for certain disputes;
- •
- provide that the Board of Directors may, by resolution adopted by a majority of the directors, increase or decrease the number of directors on the Board so long as the number of directors is not less than two nor more than eleven;
- •
- do not permit cumulative voting for directors; and
- •
- provide that vacancies in our Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors.
Stock Transfer Agent and Registrar
The Transfer Agent and Registrar for the Common Stock is American Stock Transfer & Trust Company.
Listing
Our common stock is listed on the NASDAQ Global Select Market under the symbol "TTEC."
DESCRIPTION OF DEBT SECURITIES
The debt securities will be our direct unsecured general obligations. The debt securities will be issued under an indenture which may be amended or supplemented from time to time, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part.
The applicable prospectus supplement and/or other offering materials will describe the material terms of the debt securities offered through that prospectus supplement as well as any general terms described in this section that will not apply to those debt securities. To the extent the applicable prospectus supplement or other offering materials relating to an offering of debt securities are inconsistent with this prospectus, the terms of that prospectus supplement or other offering materials will supersede the information in this prospectus.
The prospectus supplement relating to any series of debt securities that we may offer will contain the specific terms of the debt securities. These terms may include the following:
- •
- the title and principal aggregate amount of the debt securities;
- •
- whether the debt securities will be secured or unsecured;
- •
- whether the debt securities are convertible or exchangeable into other securities;
- •
- the percentage or percentages of principal amount at which such debt securities will be issued;
- •
- the interest rate(s) or the method for determining the interest rate(s);
- •
- the dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable;
- •
- the person to whom any interest on the debt securities will be payable;
- •
- the places where payments on the debt securities will be payable;
- •
- the maturity date;
- •
- redemption or early repayment provisions;
- •
- authorized denominations;
- •
- form;
- •
- amount of discount or premium, if any, with which such debt securities will be issued;
- •
- whether such debt securities will be issued in whole or in part in the form of one or more global securities;
- •
- the identity of the depositary for global securities;
- •
- whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons entitled thereto;
- •
- the terms upon which the beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities;
- •
- any covenants applicable to the particular debt securities being issued;
- •
- any defaults and events of default applicable to the particular debt securities being issued;
- •
- the guarantors of each series, if any, and the extent of the guarantees, if any;
- •
- any restriction or condition on the transferability of the debt securities;
- •
- the currency, currencies, or currency units in which the purchase price
prevailingfor, the principal of and any premium and any interest on, such debt securities will be payable; - •
- the time period within which, the manner in which and the terms and conditions upon which we or the purchaser of the debt securities can select the payment currency;
- •
- the securities exchange(s) on which the securities will be listed, if any;
- •
- whether any underwriter(s) will act as market maker(s) for the securities;
- •
- the extent to which a secondary market for the securities is expected to develop;
- •
- our obligations or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;
- •
- provisions relating to covenant defeasance and legal defeasance;
- •
- provisions relating to satisfaction and discharge of the indenture;
- •
- provisions relating to the modification of the indenture both with and without consent of holders of debt securities issued under the indenture;
- •
- the law that will govern the indenture and debt securities; and
- •
- additional terms not inconsistent with the provisions of the indenture.
General
We may sell the debt securities, including original issue discount securities, at par or at a substantial discount below their stated principal amount. Unless we inform you otherwise in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of sale;
-issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of securities under the applicable indenture. In addition, we will describe in the applicable prospectus supplement material U.S. federal income tax considerations and any other special considerations for any debt securities we sell which are denominated in a currency or currency unit other than U.S. dollars. Unless we inform you otherwise in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange.
We expect most debt securities to be issued in fully registered form without coupons and in denominations of $1,000 and integral multiples thereof. Subject to the limitations provided in the indenture and in the prospectus supplement, debt securities that are issued in registered form may be transferred or exchanged at the corporate office of the trustee or the principal corporate trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.
If specified in the applicable prospectus supplement, certain of our subsidiaries will guarantee the debt securities. The particular terms of any guarantee will be described in the related prospectus supplement.
Governing Law
The indentures and the debt securities will be construed in accordance with and governed by the laws of the State of New York.
We may issue warrants to purchase our debt or equity securities or securities of third parties or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being delivered:
- •
- the title of such warrants;
- •
- the aggregate number of such warrants;
- •
- the price or prices at which such warrants will be issued;
- •
- the currency or currencies in which the price of such warrants will be payable;
- •
- the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants;
- •
- the price at which and the currency or currencies in which the securities or other rights purchasable upon exercise of such warrants may be purchased;
- •
- the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
- •
- if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
- •
- if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
- •
- if applicable, the date on and after which such warrants and the related securities will be separately transferable;
- •
- information with respect to book-entry procedures, if any;
- •
- if applicable, a discussion of any material United States federal income tax considerations; and
- •
- any other terms of such
prevailing market price; -warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of:
- •
- debt or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus supplement;
- •
- currencies; or
- •
- commodities.
Each purchase contract will entitle the holder thereof to purchase or sell, and obligate us to sell or purchase, on specified dates, such securities, currencies or commodities at negotiated prices;a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. We may, however, satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or -the cash value of the property otherwise deliverable or, in the case of purchase contracts on underlying currencies, by delivering the underlying currencies, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities, currencies or commodities and any acceleration, cancellation or termination provisions or other price asprovisions relating to the settlement of a purchase contract.
The purchase contracts may require us to make periodic payments to the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus supplement, and those payments may be unsecured or prefunded on some basis. The purchase contracts may require the holders thereof to secure their obligations in a specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations thereunder when the purchase contracts are issued. Our obligation to settle such pre-paid purchase contracts on the relevant settlement date may constitute indebtedness. Accordingly, pre-paid purchase contracts will be issued under an indenture.
As specified in the applicable prospectus supplement, we may issue units consisting of one or more purchase contracts, warrants, debt securities, shares of preferred stock, shares of common stock or any combination of such securities. The applicable supplement will describe:
- •
- the terms of the units and of the warrants, debt securities and common stock comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
- •
- a description of the terms of any unit agreement governing the units; and
- •
- a description of the provisions for the payment, settlement, transfer or exchange of the units.
TTEC and/or the selling stockholders determine from time to time.
The selling stockholders shall havestockholder, if applicable, may sell the sole and absolute discretion not to
accept any purchase offer or make any sale of shares if they deem the purchase
price to be unsatisfactory at any particular time.
The selling stockholders may offer their shares at various timessecurities in one or more of the following transactions, which may include block transactions:
-ways (or in ordinary brokers' transactionsany combination) from time to time:
- •
- through underwriters or dealers;
- •
- directly to a limited number of purchasers or to a single purchaser;
- •
- through agents;
- •
- through a combination of any such methods; or
- •
- through any other methods described in a prospectus supplement.
The prospectus supplement will state the terms of the offering of the securities, including:
- •
- the name or names of any underwriters, dealers or agents;
- •
- the purchase price of such securities and
transactions in whichthebroker solicits purchasers; - in transactions involving crossproceeds to be received by TTEC, if any; - •
- any underwriting discounts or
block tradesagency fees and other items constituting underwriters' orotherwise on the Nasdaq National Marketagents' compensation; - •
- any initial public offering price;
- •
- any discounts or
such other marketconcessions allowed or reallowed or paid to dealers; and - •
- any securities exchanges on which the
common stocksecurities may be listed.
Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
If we and/or the selling stockholder, if applicable, use underwriters in the sale, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including:
- •
- negotiated transactions;
- •
- at a fixed public offering price or prices, which may be
trading (including transactionschanged; - •
- at market prices prevailing at the time of sale;
- •
- at prices related to prevailing market prices; or
- •
- at negotiated prices.
Unless otherwise stated in which brokers a prospectus supplement, the obligations of the underwriters to purchase any securities will be conditioned on customary closing conditions and the underwriters will be obligated to purchase all of such series of securities, if any are purchased.
We and/or dealersthe selling stockholder, if applicable, may attempt to sell the shares assecurities through agents from time to time. The prospectus supplement will name any agent but may position and
resell a portioninvolved in the offer or sale of the blocksecurities and any commissions we pay to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.
We and/or the selling stockholder, if applicable, may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities from TTEC at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.
Underwriters and agents may be entitled under agreements entered into with TTEC and/or the selling stockholder, if applicable, to indemnification by TTEC and/or the selling stockholder, if applicable, against certain civil liabilities, including liabilities under the Securities Act of 1933, as principalamended (the "Securities Act"), or to facilitatecontribution with respect to payments which the transaction);
-underwriters or agents may be required to make. Underwriters and agents may be customers of, engage in transactions with, or perform services for TTEC and its affiliates in which brokers, dealers or underwriters purchase the shares as principalordinary course of business.
Each series of securities will be a new issue of securities and resellwill have no established trading market other than the shares for their own accounts pursuant
to this prospectus;
- in transactions "at the market" to or through market makers in our common stock, or into an existingwhich is listed on the NASDAQ Global Select Market. Any underwriters to whom securities are sold for public offering and sale may make a market forin the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The securities, other than the common stock;
- in other ways not involving market makers or established trading markets,
including direct sales of the shares to purchasers or sales of the shares
effected through agents;
- through transactions in options, swaps or other derivatives whichstock, may or may not be listed on an exchange;
- in privately negotiated transactions;
- in short sales or transactions to cover short sales;
- to lenders pledged as collateral to secure loans, credit or other
financing arrangements and any transfers resulting from a subsequent
foreclosure, if any, thereunder;
- in a combinationnational securities exchange.
WHERE YOU CAN FIND MORE INFORMATION
TeleTech has filed with the SEC a registration statement on Form S-3
(333-48190) of which this prospectus forms a part. The registration statement
registers the shares of common stock to be sold or otherwise transferred by the
selling stockholders identified in this registration statement. This prospectus
is a part of the registration statement, but the registration statement also
contains additional information
We file annual, quarterly and exhibits not included in this registration
statement. The rules and regulations of the SEC allow us to omit certain
information included in the registration statement from this prospectus. In
addition, TeleTech filescurrent reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934. You may read and copy any of
this information at the following locations of the SEC:
The SEC allows TeleTechus to "incorporate by reference" the information in this
document,we file with them, which means that TeleTechwe can disclose important information to you by referring you to another document filed separately with the SEC.those documents. The information incorporated by reference is considered to be aan important part of this prospectus, except
for anyand information that we file later with the SEC and which is supersededincorporated by information included directly inreference will automatically update and supersede this document.
13
Theinformation. We incorporate by reference the documents listed below and all future filings made pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information in the documents or filings that TeleTech has previouslyis deemed to have been furnished and not filed) until the termination of the offerings of all of the securities covered by this prospectus.
- •
- Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC
are considered to be a part of this prospectus. They contain important information about TeleTech and its financial condition.TELETECH SEC FILINGS: - ---------------------1999 Annual Report on Form 10-K...... Filed on March 29, 2000 Quarterly Report on Form 10-Q........ Filed on November 14, 2000 Quarterly Report on Form 10-Q........ Filed on May 15, 2000 Quarterly Report on Form 10-Q........ Filed on August 14, 2000 Current Report on Form 8-K........... Filed on August 25, 2000 Current Report on Form 8-K........... Filed on September 6, 2000 Current Report on Form 8-K........... Filed on October 30, 2000 Registration Statement on Form 8-A........................... Filed on July 19, 1996, setting forth the description of TeleTech's common stockTeleTech incorporates by reference additional documents that it may fileon March 6, 2019; - •
- Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the SEC
between the date of this prospectus and prior to the termination of the offering. These include periodic reports, such as Annual ReportsonForm 10-K, Quarterly Reports on Form 10-Q andMay 7, 2019; - •
- Current Reports on Form 8-K
as well as proxy materials. TeleTechfiled with the SEC onFebruary 26, 2019,April 23, 2019,May 21, 2019 andMay 24, 2019; - •
- Definitive Proxy Statement on Schedule 14A filed with the SEC on April 12, 2019; and
- •
- The description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on July 19, 1996.
We will provide, without chargeupon written or oral request, to each person to whom a prospectus is delivered, including any beneficial owner, to whom a copy of this prospectus is delivered a copy of any or all of the information that has been incorporated by reference ininto the prospectus but not delivered with the prospectus. You may request a copy of these filings at no cost. Requests for documents should be directed to:
TTEC Holdings, Inc.
9197 S. Peoria Street
Englewood, CO 80112-5833
(303) 397-8100
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This prospectus, (excluding exhibits that are
not specifically incorporated by reference into such information). Any person
may obtainincluding the documents incorporated by reference herein, contains "forward-looking statements" within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995, relating to our operations, expected financial position, results of operation, and other business matters that are based on our current expectations, assumptions, and projections with respect to the future, and are not a guarantee of performance. In many cases, you can identify forward-looking statements by terms such as "may," "believe," "plan," "will," "anticipate," "estimate," "expect," "intend," "project," "would," "could," "target," or similar expressions.
We caution you not to rely unduly on any forward-looking statements. Actual results may differ materially from what is expressed in the forward-looking statements, and you should review and consider carefully the risks, uncertainties and other factors that affect our business and may cause such differences as outlined but are not limited to factors discussed in under the caption entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Specifically, we would like for you to focus on risks related to our strategy execution, our ability to innovate and introduce technologies that are sufficiently disruptive to allow us to maintain and grow our market share, cybersecurity risks and risks inherent to our equity structure.
Although we believe that the assumptions inherent in the forward-looking statements contained in this documentprospectus are reasonable, undue reliance should not be placed on these statements, which only apply as of the date hereof. Except as required by requesting
themapplicable securities law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
The validity of the issuance of the offered securities will be passed upon for TTEC by Hogan Lovells US LLP. Additional legal matters may be passed upon for us or any underwriters, dealers or agents by counsel that we will name in writing orthe applicable prospectus supplement.
The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this Prospectus by telephone from TeleTech atreference to the following addresses:
TeleTech Holdings, Inc.
1700 Lincoln Street, Suite 1400
Denver, Colorado 80203
Attention: DirectorAnnual Report on Form 10-K for the year ended December 31, 2018 have been so incorporated in reliance on the report of Investor Relations
(303) 894-4000
14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONOther Expenses of Issuance and Distribution.
The following table sets forth the variouscosts and expenses to be borne by the registrant in connection with the sale and distributionofferings described in this registration statement.
| | Amount to Be Paid | |||
|---|---|---|---|---|
Registration fee | $ | 75,712 | ||
Transfer Agent and Trustee fees and expenses | * | |||
Printing | * | |||
Accounting fees and expenses | * | |||
Legal fees and expenses | * | |||
Rating Agency fees | * | |||
Miscellaneous | * | |||
| | | | | |
TOTAL | $ | * | ||
| | | | | |
| | | | | |
| | | | | |
- *
- The applicable prospectus supplement will set forth the estimated aggregate amount of
securities being registered, other than discounts, concessions and brokerage commissions.SEC registration fee........................................ $21,014 Legal fees and expenses..................................... 20,000* Accounting fees and expenses................................ 20,000* Miscellaneous............................................... 10,000* ------- Total..................................................... $71,014*- ------------------------ * Estimated The Company will bear allexpenses payable with respect to any offering of theforegoing expenses. ITEMsecurities.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
UnderIndemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides that a corporation shall have the power
tomay indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporationdirectors and officers as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust orwell as other enterprise,employees and individuals against expenses (including attorney'sattorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by thesuch person in connection with such action, suitany threatened, pending or proceeding if the person actedcompleted actions, suits or proceedings in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful.
Although Delaware General Corporation Law permits a corporation to indemnify
any person referred to above against expenses (including attorney fees) that are
actually and reasonably incurred by such person ("Expenses"), in connection with
the defense or settlement of an action by or in the right of the corporation,
provided that such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the corporation's best interests,
if such person has been judged liable to the corporation, indemnification is for
such expenses only permitted to the extent that the Court of Chancery, or the
court in which the action or suit was brought, determines that, despite the
adjudication of liability, such person is entitled to indemnity formade a party by reason of such Expenses as the Court of Chancery,person being or such other court, deems proper.
The determination, with respect to a person who ishaving been a director, of officer, at
the time of such determination, as to whether a person seeking indemnification
has met the required standard of conduct is to be made (i) by a majority vote of
the directors who are not parties to such action, suitemployee or proceeding, even
though less than a quorum, or (ii) by a committee of such directors designated
by majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iv) by the stockholders.
Delaware General Corporation Law also provides thatagent to the extent that a
present or former director or officer of a corporation has been successful on
the merits or otherwise defense of any action, suit or proceeding covered by the
statute, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.
In
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addition,registrant. The Delaware General Corporation Law provides for the general
authorization of advancement of a director's or officer's litigation expenses,
subject to an undertaking by such person to repay any such advancements if such
personthat Section 145 is ultimately found not to have been entitled to reimbursement for such
expenses and that indemnification and advancement of expenses provided by the
statute shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. TeleTech's Restated CertificateArticle Eight of Incorporationthe registrant's restated certificate of incorporation, as amended (the "Certificate of Incorporation") and Article VII of the registrant's amended and restated bylaws, as amended (the "Bylaws") each provides that TeleTech shall
indemnifyfor indemnification by the registrant of its directors, officers employees and agentsemployees to the fullest extent permitted by the Delaware General Corporation Law. TeleTech also
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 Certificate of Incorporation provides for such limitation of liability.
The registrant maintains standard policies of insurance under which coverage is authorizedprovided (a) to
secure insurance on behalf of any person it is required or permitted to
indemnify. Pursuant to this provision, TeleTech maintains liability insurance
for the benefit of its directors and officers.
ITEMofficers 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 registrant has entered into an indemnification agreement with each of its directors.
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The foregoing summaries are subject to the complete text of the statutes, the Certificate of Incorporation and the Bylaws, and are qualified in their entirety by reference thereto.
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
AList of Exhibits.
The following is a list of all exhibits is set forth in the Exhibit Index appearing on page II-6
infiled as a part of this registration statement and ison Form S-3, including those incorporated herein by reference.
ITEM
- *
- To be filed, if necessary, by amendment or as an exhibit to a Current Report on Form 8-K.
- **
- To be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, and the appropriate rules and regulations thereunder.
Item 17. UNDERTAKINGSUndertakings.
The Registrantundersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) toTo include any prospectus required by sectionSection 10(a)(3) of the Securities Act of 1933;Act;
(ii) toTo 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,
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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 Commission pursuant to ruleRule 424(b) if, in the aggregate, suchthe changes in volume and price represent no more than a 20% change in the maximum aggregatedaggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii) toTo 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,statement;
provided, however, that paragraphs (1)(i), (1)(ii) and (ii)(1)(iii) 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 Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement 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 therein, and the offering of such securities at that time shall be deemed to be the initial BONA
FIDEbona 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 to any purchaser:
(i) 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
(ii) 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 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 the 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 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
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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 the 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.
(6) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
(7) 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 sectionSection 13(a) or sectionSection 15(d) of the Securities Exchange II-2
of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to sectionSection 15(d) of the Securities Exchange Act of 1934)Act) 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.
(5)
(8) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees,directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities other(other than the payment by the registrant of expenses incurred or paid by a trustee,director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding,proceeding) is asserted by such trustee,director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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,Englewood, State of Colorado, on NovemberJuly 22, 2000.
2019.
| TTEC HOLDINGS, INC. | ||||
By: | /s/ KENNETH D. Kenneth D. Chief Executive Officer | |||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-3 has been signed on November 22, 2000 by the following persons in the capacities indicated:
and on the dates indicated below.
Signature | Title | Date | ||||
|---|---|---|---|---|---|---|
| /s/ KENNETH D. Kenneth D. Tuchman | PRINCIPAL EXECUTIVE OFFICER Chief Executive Officer | July 22, 2019 | ||||
/s/ REGINA M. PAOLILLO Regina M. Paolillo | PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER Chief Financial Officer | July 22, 2019 | ||||
* Steven J. Anenen | Director | July 22, 2019 | ||||
* Tracy L. Bahl | Director | July 22, 2019 | ||||
* Gregory A. Conley | Director | July 22, 2019 | ||||
* Robert N. Frerichs | Director | July 22, 2019 | ||||
* Marc L. Holtzman | Director | July 22, 2019 | ||||
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Signature | Title | Date | ||||
|---|---|---|---|---|---|---|
| * Ekta Singh-Bushell | Director | July 22, 2019 | ||||
*By: | /s/ REGINA M. PAOLILLO Regina M. Paolillo Attorney-in-Fact | |||||
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