West (WSTC) 10-K/A 2004 FY Annual report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K/ A

(Amendment No. 1)

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For The Fiscal Year Ended December 31, 2004
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from           to

Commission File Number 000-21771

West Corporation

(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation of organization)	47-0777362 (IRS Employer Identification No.)
11808 Miracle Hills Drive, Omaha, Nebraska (Address of principal executive offices)	68154 (Zip Code)

Registrant’s telephone number, including area code: (402) 963-1200

Securities registered pursuant to Section 12 (b) of the Act: None.

Securities registered pursuant to Section 12 (g) of the Act:

Common Stock, par value $0.01 per share

(Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     Yes þ          No o

      The aggregate market value of the voting common equity held by non-affiliates (computed by reference to the average bid and asked price of such common equity) as of June 30, 2004, the last business day of the registrant’s most recently completed second fiscal quarter was approximately $566.3 million. At February 18, 2005, 68,386,683 shares of common stock of the registrant were outstanding.

EXPLANATORY NOTE

      We are filing this Amendment No. 1 (this “Amendment”) to Registrant’s Annual Report on Form 10-K/ A to provide the information required by Part III. In view of our intention to hold our 2005 annual meeting of stockholders on June 10, 2005, our 2005 proxy statement will not be filed with the Securities and Exchange Commission (“SEC”) within 120 days after the end of our fiscal year. This Amendment only amends Part III of the original Form 10-K as set forth herein.

TABLE OF CONTENTS

PART III
Item 10.	Directors and Executive Officers of the Registrant	2
Item 11.	Executive Compensation	4
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7
Item 13.	Certain Relationships and Related Transactions	8
Item 14.	Principal Accountant Fees and Services	8
Certification
Certification

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Item 10. Directors and Executive Officers of the Registrant

Directors

      Thomas B. Barker(Age 50) Director since 1997. Mr. Barker joined us in 1991 as Executive Vice President of West Interactive Corporation. He was promoted to President and Chief Operating Officer of West in March 1995. He was promoted to President and Chief Executive Officer in September of 1998. He is currently our Chief Executive Officer. His term will expire in 2006.

      William E. Fisher(Age 58) Director since 1997. Mr. Fisher is the Chairman of the Board of SJE Holdings, a regional coffee chain. Previously, he was President of Global Software Services, with CSG Systems, Inc., and served in that role from September 2001 until his retirement in September 2004. Prior to the position with Global Software Services, he was the founder, Chairman of the Board and Chief Executive Officer of Transaction Systems Architects, Inc. (“TSAI”) from its inception in 1993 until he retired from the company in May 2001. TSAI is an Omaha-based company that develops, markets and supports a broad line of software products and services primarily focused on facilitating electronic payments. His term will expire in 2006.

      George H. Krauss(Age 62) Director since 2001. Mr. Krauss is Of Counsel to Kutak Rock LLP, a law firm, and a consultant to America First Companies, an investment company in Omaha, Nebraska. Mr. Krauss was a partner of Kutak Rock from 1975 to 1997 and became Of Counsel in 1997. Mr. Krauss is a director of Gateway, Inc. and America First Mortgage Investments, Inc. He is also a director of a number of closely held companies and investment firms. His term will expire in 2007.

      Greg T. Sloma(Age 53) Director since 1997. Mr. Sloma was appointed to the Board of Directors in 1997. In August 2004, Mr. Sloma became President and Chief Financial Officer of SpeedNet Services, Inc., a broadband wireless Internet Service Provider. Previously, he was Executive Vice President and Chief Financial Officer of SpeedNet Services, Inc. From July 2001 to January 2004, Mr. Sloma was Vice Chairman, Director of Mergers & Acquisitions of Data Transmission Network Corporation (“DTN”), an Omaha based provider of electronic information and communication services. Prior to holding that position, Mr. Sloma served as DTN’s President and Chief Executive Officer. He was an employee of DTN beginning in April 1993, holding the positions of President & Chief Operating Officer, Executive Vice President and Chief Financial Officer and Executive Vice President and Chief Operating Officer. Prior to joining DTN, Mr. Sloma was a partner at Deloitte & Touche LLP specializing in tax consulting. He has been nominated for re-election at the annual shareholder meeting.

      Gary L. West(Age 60) Director since 1987. Mr. West co-founded WATS Marketing of America in 1978 and remained with that company until 1985. He joined West in July 1987 after the expiration of a noncompetition agreement with WATS. Mr. West has served as our Chairman of the Board of Directors since joining West. Gary West and Mary West are husband and wife. He has been nominated for re-election at the annual shareholder meeting.

      Mary E. West(Age 59) Director since 1986. Mrs. West co-founded WATS Marketing of America in 1978 and remained with that company until December 1985. In January 1986, she founded West. Mrs. West has served as our Vice Chair of the Board of Directors since 1987. Mary West and Gary West are wife and husband. Her term will expire in 2007.

Board Committees

      The Board has an audit committee and a compensation committee. The following describes for each committee its current membership, the number of meetings held during 2004 and its mission.

Board independence and nominating committee matters

      West is a “controlled company” as that term is defined by Nasdaq listing standards. A controlled company is a company of which more than 50% of the voting power is held by an individual, group or other company. Currently, Gary West and Mary West hold 66% of our voting power. Under Nasdaq listing

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standards, a controlled company like West does not need to maintain a nominating committee or a majority of independent directors on its board. However, independent directors of controlled companies are required to hold meetings at which only the independent directors are present. Our independent directors met separately twelve times during 2004.

Audit committee

William E. Fisher, George H. Krauss and Greg T. Sloma

      The audit committee met eight times in 2004. The audit committee is responsible for:

•  Meeting with our independent accountants regarding audits and the adequacy of our accounting and control systems;

•  Engaging a firm of certified independent accountants to serve as our independent accountants;

•  Authorizing all audit fees and other professional services rendered by the independent accountants;

•  Reviewing the independence of the accountants; and

•  Ensuring the objectivity of our financial statements.

      The audit committee is also responsible for preparing the audit committee report required by SEC rules.

      The Board has determined that each audit committee member is independent in accordance with Nasdaq listing standards and SEC regulations, and that William Fisher and Greg Sloma each is an “audit committee financial expert” as defined by the SEC.

Compensation committee

William E. Fisher, George H. Krauss and Greg T. Sloma

      The compensation committee met one time in 2004. The compensation committee reviews and approves our compensation and benefit programs, ensures the competitiveness of these programs and advises the Board on the development and succession for executives.

      The compensation committee is also responsible for preparing the compensation committee report required by SEC rules.

Section 16(a) beneficial ownership reporting compliance

      Our directors and executive officers file reports with the SEC indicating the number of shares of our common stock that they owned when they became a director or executive officer and, after that, any changes in their ownership of our common stock. They must also provide us with copies of these reports. These reports are required by Section 16(a) of the Securities Exchange Act of 1934. We have reviewed the copies of the reports that we have received and written representations of the accuracy of these reports from these individuals.

      Messrs. Barker, Etzler, Mendlik and Strubbe each filed one late Form 4 in connection with stock acquired in the Executive Deferred Compensation Plan, while Mr. Stangl filed two late Form 4’s in connection with stock acquired in the Executive Deferred Compensation Plan. Messrs. Lavin, Stangl and Sturgeon each filed one late Form 4 in connection with the sale of stock through exercising stock options. Mr. Sloma filed one late Form 4 in connection with the sale of stock by his dependent child. Except for the foregoing, during 2004 the directors and executive officers complied with all Section 16(a) reporting requirements.

Code of Ethics

      West has adopted a Code of Ethical Business Conduct that applies to its directors and executive officers, including its chief executive officer and chief financial officer. A copy of West’s Code of Ethical Business Conduct may be obtained without charge by sending a written request to West Corporation, 11808 Miracle

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Hills Drive, Omaha, Nebraska 68154. The Code of Ethical Business Conduct is also available on West’s website at www.west.com.

Item 11. Executive Compensation

Executive compensation

      The following table summarizes the compensation paid to our chief executive officer and our four other most highly compensated executive officers. There were no stock appreciation rights outstanding during the fiscal year ended December 31, 2004.

										Long-Term
										Compensation
										Awards
				Annual Compensation				Restricted		Securities
		Fiscal						Stock		Underlying		All Other
Name and Principal Position		Year		Salary ($)		Bonus ($)		Awards (#)		Options (#)		Compensation ($)(1)
Thomas B. Barker			2004		741,538		1,321,790		—		142,858		65,164
	Chief Executive Officer		2003		475,000		1,168,364		—		360,450		76,495
	and Director		2002		475,000		—		—		50,000		16,075
Nancee R. Berger			2004		494,454		883,379		—		114,286		17,681
	President and Chief		2003		310,000		653,275		—		286,982		15,979
	Operating Officer		2002		290,000		—		—		—		16,075
J. Scott Etzler			2004		411,080		544,755		—		10,000		14,559
	President — InterCall Inc.(2)		2003		457,544		2,740,034		—		35,000		10,793
Paul M. Mendlik			2004		250,000		469,356		—		100,000		262,217
	Chief Financial Officer,		2003		250,000		374,610		—		100,000		254,777
	Executive Vice President —		2002		36,960		41,667		80,000		—		3,306
	CFO and Treasurer(3)
Todd B. Strubbe			2004		250,000		451,503		—		—		31,767
	President, — West Direct,		2003		250,000		400,000		—		—		48,884
	Inc. and West Interactive		2002		250,000		100,000		—		—		55,571
	Corporation(4)

(1)	These amounts reflect matching contributions made on behalf of each officer pursuant to our 401(k) Plan, Executive Retirement Savings Plan or Non-Qualified Deferred Compensation Plan and medical, dental and life insurance premiums paid on behalf of each officer. Mr. Etzler’s other compensation also includes a car allowance of $7,200 and $4,800 in 2004 and 2003, respectively.
(2)	Mr. Etzler joined West as the President of InterCall Inc. upon the acquisition of InterCall on May 9, 2003. His 2003 compensation includes a $2,000,000 bonus paid by InterCall upon the closing of the acquisition.
(3)	Mr. Mendlik joined us in November 2002. Mr. Mendlik entered into restricted stock agreements with us pursuant to which he received 80,000 shares of our restricted common stock. Twenty percent of these shares vested on January 1, 2003 another twenty percent vested on November 4, 2004. The remaining shares will vest on the third, fourth and fifth anniversaries of the date of grant. The restricted shares are subject to forfeiture until vested. Mr. Mendlik has the right to vote and receive dividends on these shares even if they have not vested. The fair value of these shares on the grant date was $1,346,000 or $16.825 per share. During 2004, Mr. Mendlik sold 16,000 shares under a 10 b 5-1 trading plan. At December 31, 2004, the remaining 64,000 shares had a market value of $2,119,040. We recognize compensation expense over the vesting period. During 2002, 2003 and 2004, we recognized $269,200, $403,047 and $323,036 as compensation, respectively.
(4)	Mr. Strubbe joined West Direct in July 2001. Mr. Strubbe received $47,342 for moving expenses in 2002. This amount is included in other compensation.

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Employment agreements

      We have employment agreements with each of the executive officers named in the summary compensation table. The agreements specify a base salary and performance-based bonuses. Mr. Barker’s employment agreement for 2005 provides that he is our chief executive officer and receives an annual base salary of $750,000. Ms. Berger’s employment agreement for 2005 provides that she is our president and chief operating officer and receives an annual base salary of $500,000. Mr. Etzler’s employment agreement for 2005 provides that he is the president of InterCall and receives an annual base salary of $425,000. Mr. Mendlik’s employment agreement for 2005 provides that he is our executive vice president, chief financial officer and treasurer and receives an annual base salary of $385,000. Mr. Strubbe’s employment agreement for 2005 provides that he is the president of West Direct Inc. and West Interactive Corporation and receives an annual base salary of $250,000.

      The agreements automatically renew each year unless the parties to the agreement give notice of non-renewal. In the event of death, termination for any reason or resignation, we will pay any salary earned through the date of termination, any bonus earned at the end of the month immediately preceding the date of termination and all vested benefits, if any, as of the date of termination. In the event of termination without cause, or resignation, the executive will or may remain as a consultant to us for a period of time that varies from twelve to twenty-four months depending upon the executive.

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Option grants in 2004

      The following table summarizes options granted during 2004 to the persons named in the summary compensation table.

										Potential Realized Value at
			% of Total							Assumed Annual Rates of
	Number of		Options							Stock Price Appreciation for
	Securities		Granted to							Option Term
	Underlying		Employees in			Exercise Price		Expiration
Name	Options (#)		Fiscal Year			($/share)		Date		5% ($)		10% ($)
Thomas B. Barker		35,714		2.0	%		23.37		01/02/14		1,359,534		2,164,831
		35,714		2.0	%		24.79		04/01/14		1,442,142		2,296,370
		35,714		2.0	%		25.20		07/01/14		1,465,993		2,334,350
		35,716		2.0	%		29.48		10/01/14		1,715,076		2,730,971
		142,858		8.0	%						5,982,745		9,526,522
Nancee R. Berger		28,571		1.6	%		23.37		01/02/14		1,087,620		1,731,853
		28,571		1.6	%		24.79		04/01/14		1,153,705		1,837,083
		28,571		1.6	%		25.20		07/01/14		1,172,787		1,867,467
		28,573		1.6	%		29.48		10/01/14		1,372,070		2,184,792
		114,286		6.4	%						4,786,182		7,621,195
J. Scott Etzler		2,500		0.1	%		23.37		01/02/14		95,168		151,539
		2,500		0.1	%		24.79		04/01/14		100,951		160,747
		2,500		0.1	%		25.20		07/01/14		102,620		163,406
		2,500		0.1	%		29.48		10/01/14		120,050		191,159
		10,000		0.4	%						418,789		666,851
Paul M. Mendlik		25,000		1.4	%		23.37		01/02/14		951,682		1,515,394
		25,000		1.4	%		24.79		04/01/14		1,009,507		1,607,472
		25,000		1.4	%		25.20		07/01/14		1,026,204		1,634,058
		25,000		1.4	%		29.48		10/01/14		1,200,495		1,911,588
		100,000		5.6	%						4,187,888		6,668,512
Todd B. Strubbe		—		—			—				—		—

Aggregate option exercises in 2004 and option values

      The following table summarizes aggregate option exercises in 2004 and their values.

					Number of Securities
					Underlying				Value of Unexercised
					Unexercised Options at				in-the Money Options
	Shares				Fiscal Year-End(#)				at Fiscal Year-End($)
	Acquired on		Value
Name	Exercise (#)		Realized($)		Exercisable		Unexercisable		Exercisable		Unexercisable
Thomas B. Barker		—		—		915,114		438,194		20,171,491		4,858,629
Nancee R. Berger		—		—		596,747		329,521		13,238,252		3,669,955
J. Scott Etzler		—		—		8,750		36,250		67,244		275,731
Paul M. Mendlik		—		—		25,000		175,000		288,219		1,604,656
Todd B. Strubbe		—		—		37,500		12,500		465,563		155,188

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Director compensation

Director fees and expenses

      In 2004, non-employee directors received an annual retainer of $35,000. In addition, audit committee members receive $10,500 for the year-end audit committee meeting. Non-employee directors may elect to participate in our deferred compensation plan with matching contributions provided by us. During 2004, Messrs. Fisher, Krauss and Sloma, our non-employee directors, each received $45,500 in directors’ fees.

      In addition, we reimburse directors for all reasonable expenses incurred in connection with their attendance at Board meetings.

Stock incentive plan

      Directors are granted options to acquire 14,000 shares of common stock when they are first elected to the Board. For this initial grant, options for 6,000 shares vest on the first anniversary of the date of grant and options for 4,000 shares vest on the second and third anniversary of the date of grant.

      Thereafter, directors are also granted options to purchase 5,000 shares of common stock as of each annual meeting provided they remain a director at such time. For these annual grants, options for 1,000 shares vest on the first anniversary of the date of grant and options for 2,000 shares vest on the second and third anniversary of the date of grant.

Compensation committee interlocks and insider participation

      Our compensation committee is composed of William E. Fisher, George H. Krauss and Greg T. Sloma. No member of our compensation committee is, or was during 2004, an executive officer of another company whose board of directors has a comparable committee on which one of our executive officers serves. We lease a building that is owned by a partnership controlled by Gary L. West and Mary E. West. Additional information about this lease is described in Item 13 below.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security ownership

      The following table summarizes the beneficial ownership of our common stock as of April 15, 2005 for:

•  each person who we know beneficially owns more than 5% of our common stock;

•  each director and nominee for director;

•  each executive officer; and

•  all directors and executive officers as a group.

	Amount		Percent of
Name and Address of Beneficial Owners(1)	Beneficially Owned		Common Shares
Gary L. West(2)		45,462,363		66.4	%
Mary E. West(2)		45,462,363		66.4	%
Thomas B. Barker(3)		1,129,601		1.7	%
Greg T. Sloma(4)		32,850		*
William E. Fisher(5)		19,500		*
George H. Krauss(6)		23,000		*
Nancee R. Berger(7)		693,871		1.0	%
J. Scott Etzler(8)		10,000		*

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	Amount		Percent of
Name and Address of Beneficial Owners(1)	Beneficially Owned		Common Shares
Paul M. Mendlik(9)		114,000		*
Todd B. Strubbe(10)		116,002		*
All directors and executive officers as a group (14 persons)(11)		47,986,288		70.1	%

* Less than 1%

(1)	The address of each of our executive officers and directors is c/o West Corporation, 11808 Miracle Hills Drive, Omaha, Nebraska 68154.
(2)	Shares held by Gary and Mary West are held in joint tenancy with right of survivorship. Voting power of these shares is shared between them.
(3)	Includes 1,011,477 shares subject to options.
(4)	Includes 450 shares held by Mr. Sloma’s daughter and 1,400 shares held by Mr. Sloma’s son. Also includes 31,000 shares subject to options.
(5)	Includes 19,000 shares subject to options.
(6)	Includes 23,000 shares subject to options.
(7)	Includes 668,492 shares subject to options.
(8)	Includes 10,000 shares subject to options.
(9)	Includes 50,000 shares subject to options.

(10)	Includes 37,500 shares subject to options.
(11)	Includes 2,234,725 shares subject to options.

      The table above does not include 159,847 shares notionally granted under our Nonqualified Deferred Compensation Plan at April 14, 2005. These shares have not been granted, do not carry voting rights and cannot be sold until the end of the deferral periods, which begin in 2008.

      Except as otherwise noted, each person named in the table above has sole voting and investment power with respect to the shares. Beneficial ownership and percentages are calculated in accordance with SEC rules. Beneficial ownership includes shares subject to options that are currently exercisable or exercisable within 60 days following April 15, 2005.

Item 13. Certain Relationships and Related Transactions

Lease

      We lease a building located at 9910 Maple Street, Omaha, Nebraska, which houses a contact center and several administrative support departments. The building has 43,000 square feet of leasable space and sits on approximately 4.4 acres. This building is owned by 99-Maple Partnership, a partnership owned and controlled by Gary L. West, our Chairman, and Mary E. West, our Vice Chair and Secretary. This lease commenced on April 1, 1988, and was renewed most recently on December 10, 2003, for a term of ten years. In accordance with the previous arrangement, the rent will be $89,635 per month between September 1, 2003 and August 31, 2004, $55,542 per month between September 1, 2004 and August 31, 2009 and $60,917 per month between September 1, 2009 and August 31, 2014. In addition to payment of rent, we are obligated to pay all taxes, insurance and maintenance pertaining to the building.

Item 14. Principal Accountant Fees and Services

Deloitte & Touche LLP

      The audit committee has appointed Deloitte & Touche LLP (“D&T”) as external auditor to audit our financial statements for the year ending December 31, 2005.

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      All services were reviewed with our audit committee and senior management to confirm that the performance of such services was consistent with maintaining D&T’s independence.

Fees

      The following table summarizes the fees we paid to D&T in 2004 and 2003.

Fee Type	2004		2003
Audit	$	591,265	$	308,350
Audit-related		80,000		402,442
Tax		337,896		302,057
All other		—		—
Total	$	1,009,161	$	1,012,849

     Audit Fees — Audit fees consist of fees paid for the audits of our annual financial statements and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q. The increase in fees from 2003 to 2004 was primarily due to the acquisition of Worldwide and the resulting increase in the size of the engagement and hours required to perform additional audit functions to comply with the attestation provisions of the Sarbanes-Oxley Act of 2002.

     Audit-Related Fees — Audit-related fees consist of fees paid for our SEC filings, advisory services and the audit of our 401(k) Plan.

     Tax Fees — Tax fees consist of fees paid for recurring tax consultation, state tax credit incentive programs, employment tax planning, transfer pricing studies and international tax consultation.

      Our audit committee pre-approved all of the foregoing services.

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EXHIBIT INDEX

Exhibit
Number
	31	.01	Certification pursuant to 18 U.S.C. section 7241 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
	31	.02	Certification pursuant to 18 U.S.C. section 7241 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WEST CORPORATION

By:  /s/ Thomas B. Barker

Thomas B. Barker

Chief Executive Officer

(Principal Executive Officer)

April 29, 2005

      Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to Registrant’s Annual Report on Form 10-K/ A has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signatures	Title	Date
/s/ Thomas B. Barker Thomas B. Barker	Chief Executive Officer and Director (Principal Executive Officer)	April 29, 2005
/s/ Paul M. Mendlik Paul M. Mendlik	Executive Vice President — Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	April 29, 2005