UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(AMENDMENT NO. 1)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] 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 TELESERVICES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 47-0777362
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OF ORGANIZATION)
9910 MAPLE STREET, OMAHA, NEBRASKA 68134
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (402) 571-7700
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 [x] No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405of
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.
At March 17, 1998, 63,330,000 shares of common stock of the registrant were
outstanding. The aggregate market value (based upon the closing price of these
shares on the Nasdaq National Market at March 17, 1998) of the voting stock held
by nonaffiliates was approximately $121.71 million.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on May 13, 1998, are incorporated into Part III.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Financial Statements
(a) Documents filed as a part of the report:
(1) Financial Statements:
Reports of Independent Auditors................................ F-1
Consolidated balance sheets as of December 31, 1997 and 1996... F-2
Consolidated statement of operations for the years ended
December 31, 1997, 1996 and 1995............................ F-3
Combined statements of stockholders' equity for the years
ended December 31, 1997, 1996 and 1995...................... F-4
Consolidated statements of cash flows for the years ended
December 31, 1997, 1996 and 1995............................ F-5
Notes to the Consolidated Financial Statements................. F-6
(2) Financial Statement Schedules:
Report of Independent Auditors................................. S-1
Schedule II (Consolidated valuation accounts for the three
years ended December 31, 1997).............................. S-2
2
(3) Exhibits
Exhibits identified in parentheses below, on file with the United States
Securities and Exchange Commission, are incorporated herein by reference as
exhibits hereto.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.01 Restated Certificate of Incorporation of the Company (Exhibit 3.01 to
Registration Statement under Form S-1 (Amendment No. 2) dated
November 21, 1996, File No. 333-13991)
3.02 Restated Bylaws of the Company (Exhibit 3.02 to Registration
Statement under Form S-1 (Amendment No. 2) dated November 21, 1996,
File No. 333-13991)
10.01 Form of Registration Rights Agreement (Exhibit 10.01 to Registration
Statement under Form S-1 (Amendment No. 1) dated November 12, 1996,
File No. 333-13991)
10.02 Bill of Sale & Assignment, dated October 30, 1996, from West
Telemarketing Corp. to Troy L. Eaden (Exhibit 10.02 to Registration
Statement under Form S-1 (Amendment No. 1) dated November 12, 1996,
File No. 333-13991)
10.03 Purchase Agreement, dated March 14, 1996, between West Telemarketing
Corporation and Executive Jet Sales, Inc. (Exhibit 10.03 to
Registration Statement under Form S-1 (Amendment No. 1) dated
November 12, 1996, File No. 333-13991)
10.04 1996 Stock Incentive Plan (Exhibit 10.04 to Registration Statement
under Form S-1 (Amendment No. 1) dated November 12, 1996, File No.
333-13991)
10.05 Agreement and Plan of Reorganization (Exhibit 10.05 to Registration
Statement under Form S-1 (Amendment No. 2) dated November 21, 1996,
File No. 333-13991)
10.06 Employment Agreement between the Company and Thomas B. Barker dated
January 1, 1996, as amended December 9, 1997
10.07 Employment Agreement between the Company and Michael A. Micek dated
January 1, 1996, as amended December 9, 1997
10.08 Employment Agreement with Troy L. Eaden (Exhibit 10.08 to
Registration Statement under Form S-1 (Amendment No. 1) dated
November 12, 1996, File No. 333-13991)
10.09 Employment Agreement the Company and John W. Erwin dated January 1,
1996, as amended December 22, 1997
10.10 Stock Redemption Agreement, dated April 9, 1996, by and among John W.
Erwin, Gary L. West, Mary E. West and Troy L. Eaden (Exhibit 10.11 to
Registration Statement under Form S-1 (Amendment No. 1) dated
November 12, 1996, File No. 333-13991)
10.11 Assignment and Assumption Agreement, dated as of November 12, 1996,
by and among Gary L. West, Mary E. West, Troy L. Eaden and the
Company (Exhibit 10.12 to Registration Statement under Form S-1
(Amendment No. 2) dated November 21, 1996, File No. 333-13991)
10.12 Personnel Company Subscription Service Agreement, dated as of
November 12, 1996, between West Telemarketing Insurance Agency, Inc.
and West Telemarketing Corporation Outbound (Exhibit 10.13 to
Registration Statement under Form S-1 (Amendment No. 2) dated
November 21, 1996, File No. 333-13991)
10.13 Lease, dated September 1, 1994, by and between West Telemarketing
Corporation and 99-Maple Partnership (Exhibit 10.14 to Registration
Statement under Form S-1 (Amendment No. 1) dated November 12, 1996,
File No. 333-13991)
10.14 Employment Agreement between the Company and Michael M. Sturgeon,
dated March 17, 1997 (Exhibit 10.01 to Form 10Q dated May 15, 1997,
File No. 000-21771)
10.15 Employee Stock Purchase Plan dated July 1, 1997 (Exhibit 10.01 to
Form 10Q dated August 14, 1997, File No. 000-21771)
10.16 Employment Agreement between the Company and Mark V. Lavin dated July
1, 1996, as amended December 22, 1997
21.01 Subsidiaries of the Company (Exhibit 21.01 to Registration Statement
under Form S-1 (Amendment No. 2) dated November 21,1996, File No.
333-13991)
23.01 Consent of Deloitte & Touche LLP
27.01 Financial Data Schedule for the year ended December 31, 1997
3
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 TELESERVICES CORPORATION
By: /S/ TROY L. EADEN
----------------------------
April 13, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report 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/ GARY L. WEST Chairman of the Board and Director April 13, 1998
- ---------------------------
GARY L. WEST
/S/ MARY E. WEST Vice Chair of the Board and Director April 13, 1998
- ---------------------------
MARY E. WEST
/S/ TROY L. EADEN Chief Executive Officer and Director April 13, 1998
- --------------------------- (Principal Executive Officer)
TROY L. EADEN
/S/ THOMAS B. BARKER President and Chief Operating April 13, 1998
- --------------------------- Officer and Director
THOMAS B. BARKER
/S/ MICHAEL A. MICEK Chief Financial Officer (Principal April 13, 1998
- --------------------------- Financial and Accounting Officer)
MICHAEL A. MICEK
/S/ WILLIAM E. FISHER Director April 13, 1998
- ---------------------------
WILLIAM E. FISHER
/S/ GREG T. SLOMA Director April 13, 1998
- ---------------------------
GREG T. SLOMA
4
EXHIBIT INDEX
Exhibits identified in parentheses below, on file with the United States
Securities and Exchange Commission, are incorporated herein by reference as
exhibits hereto.
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ----------
3.01 Restated Certificate of Incorporation of the Company *
(Exhibit 3.01 to Registration Statement under Form S-1
(Amendment No. 2) dated November 21, 1996, File No.
333-13991)
3.02 Restated Bylaws of the Company (Exhibit 3.02 to *
Registration Statement under Form S-1 (Amendment No. 2)
dated November 21, 1996, File No. 333-13991)
10.01 Form of Registration Rights Agreement (Exhibit 10.01 to *
Registration Statement under Form S-1 (Amendment No. 1)
dated November 12, 1996, File No. 333-13991)
10.02 Bill of Sale & Assignment, dated October 30, 1996, from *
West Telemarketing Corp. to Troy L. Eaden (Exhibit 10.02
to Registration Statement under Form S-1 (Amendment No.
1) dated November 12, 1996, File No. 333-13991)
10.03 Purchase Agreement, dated March 14, 1996, between West *
Telemarketing Corporation and Executive Jet Sales, Inc.
(Exhibit 10.03 to Registration Statement under Form S-1
(Amendment No. 1) dated November 12, 1996, File No.
333-13991)
10.04 1996 Stock Incentive Plan (Exhibit 10.04 to Registration *
Statement under Form S-1 (Amendment No. 1) dated November
12, 1996, File No. 333-13991)
10.05 Agreement and Plan of Reorganization (Exhibit 10.05 to *
Registration Statement under Form S-1 (Amendment No. 2)
dated November 21, 1996, File No. 333-13991)
10.06 Employment Agreement between the Company and Thomas B. *
Barker dated January 1, 1996, as amended December 9, 1997
10.07 Employment Agreement between the Company and Michael A. *
Micek dated January 1, 1996, as amended December 9, 1997
10.08 Employment Agreement with Troy L. Eaden (Exhibit 10.08 to *
Registration Statement under Form S-1 (Amendment No. 1)
dated November 12, 1996, File No. 333-13991)
10.09 Employment Agreement between the Company and John W. *
Erwin dated January 1, 1996, as amended December 22, 1997
10.10 Stock Redemption Agreement, dated April 9, 1996, by and *
among John W. Erwin, Gary L. West, Mary E. West and Troy
L. Eaden (Exhibit 10.11 to Registration Statement under
Form S-1 (Amendment No. 1) dated November 12, 1996, File
No. 333-13991)
10.11 Assignment and Assumption Agreement, dated as of November *
12, 1996, by and among Gary L. West, Mary E. West, Troy
L. Eaden and the Company (Exhibit 10.12 to Registration
Statement under Form S-1 (Amendment No. 2) dated November
21, 1996, File No. 333-13991)
10.12 Personnel Company Subscription Service Agreement, dated *
as of November 12, 1996, between West Telemarketing
Insurance Agency, Inc. and West Telemarketing Corporation
Outbound (Exhibit 10.13 to Registration Statement under
Form S-1 (Amendment No. 2) dated November 21, 1996, File
No. 333-13991)
10.13 Lease, dated September 1, 1994, by and between West *
Telemarketing Corporation and 99-Maple Partnership
(Exhibit 10.14 to Registration Statement under Form S-1
(Amendment No. 1) dated November 12, 1996, File No.
333-13991)
10.14 Employment Agreement between the Company and Michael M. *
Sturgeon, dated March 17, 1997 (Exhibit 10.01 to Form 10Q
dated May 15, 1997, File No. 000-21771)
10.15 Employee Stock Purchase Plan dated July 1, 1997 (Exhibit *
10.01 to Form 10Q dated August 14, 1997, File No.
000-21771)
10.16 Employment Agreement between the Company and Mark V. *
Lavin dated July 1, 1996, as amended December 22, 1997
21.01 Subsidiaries of the Company (Exhibit 21.01 to *
Registration Statement under Form S-1 (Amendment No. 2)
dated November 21,1996, File No. 333-13991)
23.01 Consent of Deloitte & Touche LLP **
27.01 Financial Data Schedule for the year ended December 31, 1997 *
* Indicates that the page number for such item is not applicable.
** Filed herewith