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Registration Number 333-_______________
As filed with the Securities and Exchange Commission on May 5, 2008.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
StarTek, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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84-1370538
(I.R.S. employer
Identification No.) |
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44 Cook Street, 4th Floor
Denver, Colorado
(Address of principal executive offices)
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80206
(Zip code) |
STARTEK, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
D. Michael Clayton
Senior Vice President, Secretary and General Counsel
StarTek, Inc.
44 Cook Street, 4th Floor
Denver, Colorado 80206
(Name and address of agent for service)
(303) 262-4500
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
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Proposed maximum |
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Proposed maximum |
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Title of securities |
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Amount to |
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offering price per |
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aggregate offering |
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Amount of |
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to be registered |
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be registered(1) |
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share(2) |
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price(2) |
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registration fee |
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Common Stock |
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200,000 shares |
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$ |
8.94 |
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$ |
1,788,000 |
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$ |
70.27 |
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1 |
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities
Act), this Registration Statement will also cover any additional shares of common stock that
become issuable under the StarTek, Inc. Employee Stock Purchase Plan by reason of any stock
dividend, stock split, reorganization or other similar transaction effected without the
registrants receipt of consideration that results in an increase in the number of outstanding
shares of the registrants common stock. |
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Estimated solely for purposes of calculating the registration fee. Based on the
average high and low prices reported on the New York Stock Exchange on May 1, 2008, pursuant
to Rules 457(c) and 457(h) of the Securities Act of 1933. |
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* |
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Information required by Part I to be contained in the Section 10(a) prospectus is omitted from
the Registration Statement in accordance with Rule 428 under the Securities Act and the Note to
Part I of Form S-8. |
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference in this Registration Statement the following
documents:
(a) The Companys Annual Report on Form 10-K for the year ended December 31, 2007, and
(b) The description of the Companys common stock, par value $0.01 per share, contained in
the Registration Statement on Form 8-A filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
In addition, all other reports and documents filed by the Company with the Securities and
Exchange Commission (the Commission) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), subsequent to the date of this
Registration Statement (except for portions of the Companys current reports furnished, as opposed
to filed, on Form 8-K), and prior to the filing of a post-effective amendment that indicates that
all the securities offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the
filing of such documents with the Commission.
Any statement contained in a document incorporated, or deemed to be incorporated, by reference
in this Registration Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this Registration Statement or
incorporated by reference or in any other subsequently filed document that also is or is deemed to
be incorporated by reference modifies or supersedes the statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law (DGCL), a corporation may
indemnify its directors, officers, employees and agents and its former directors, officers,
employees and agents and those who serve, at the corporations request, in such capacities with
another enterprise, against expenses (including attorneys fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in connection with the
defense of any action, suit or proceeding in which they or any of them were or are made parties or
are threatened to be made parties by reason of their serving or having served in such capacity. The
DGCL provides, however, that such person must have acted 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, in the
case of a criminal action, such person must have had no reasonable cause to believe his or her
conduct was unlawful. In addition, the DGCL does not permit indemnification in an action or suit by
or in the right of the corporation, where such person has been adjudged liable to the corporation,
unless, and only to the extent that, a court determines that such person fairly and reasonably is
entitled to indemnity for costs the court deems proper in light of liability adjudication.
Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended.
Article VIII of the Companys Restated Certificate of Incorporation and Article V of the
Companys Restated Bylaws require the Company to indemnify any director or officer of the Company
to the fullest extent permitted by the DGCL. Pursuant to Article V of the Companys Restated
Bylaws, the Company is required to indemnify a director or officer of the Company in connection
with a proceeding (or part thereof) initiated by such director or officer only if the proceeding
(or part thereof) was authorized by the Companys board of directors, except that the Company must
indemnify a director or officer of the Company against expenses incurred by such director or
officer in a successful (in whole or in part) prosecution of such directors or officers unpaid
claim for indemnification.
Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of
incorporation a provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a director: (1) for any
breach of the directors duty of loyalty to the corporation or its stockholders; (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(3) under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock
purchase and redemption); or (4) for any transaction from which the director derived an improper
personal benefit.
Article VII of the Companys Restated Certificate of Incorporation provides that, to the
fullest extent that the DGCL permits the limitation or elimination of the liability of directors, a
director of the Company shall not be liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director. Neither the amendment nor repeal of such Article VII
will apply to or have any effect on the liability or alleged liability of any director of the
Company with respect to any acts or omissions of such director occurring prior to such amendment.
The Company has entered into indemnification agreements with all of its directors and
executive officers and has purchased directors and officers liability insurance. The
indemnification agreements may require the Company to indemnify its directors and officers against
liabilities that may arise by reason of their status or service as directors or officers, to the
maximum extent allowed under the Companys Restated Certificate of Incorporation, the Companys
Restated Bylaws and the DGCL, as described above. These indemnification agreements may also
require the Company to advance any expenses incurred by its directors or officers as a result of
any proceeding against them as to which they could be indemnified.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits
The following is a list of all exhibits filed as part of this Registration Statement or, as noted,
incorporated by reference into this Registration Statement:
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Exhibit No. |
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Description |
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4.1
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Restated Certificate of Incorporation of StarTek, Inc. (incorporated
by reference to Exhibit 3.1 to the Companys Registration Statement
on Form S-1, filed on January 29, 1997). |
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4.2
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Restated Bylaws of StarTek, Inc. (incorporated by reference to
Exhibit 3.2 to the Companys Current Report on Form 8-K, filed on
August 2, 2007). |
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4.3
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Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.2 to the Companys Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007, filed on November 6,
2007). |
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5.1
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Opinion of Faegre & Benson LLP. |
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10.1
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StarTek, Inc. Employee Stock Purchase Plan (incorporated by reference
to Exhibit A to the Companys proxy statement for its 2008 Annual
Meeting of Stockholders, filed on March 20, 2008). |
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23.1
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Consent of Ernst & Young, LLP. |
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23.2
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Consent of Faegre & Benson LLP (included in Exhibit 5.1). |
Item 9. Undertakings.
A. Post-Effective Amendments.
The undersigned 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:
(a) To include any prospectus required by Section 10(a)(3) of the Securities
Act;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which is registered)
and 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 Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the Calculation
of Registration Fee table in the effective registration statement;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement;
provided, however, that paragraphs (a) and (b) above will not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, 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 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.
B. Subsequent Documents Incorporated by Reference.
The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrants annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange 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.
C. Claims for Indemnification.
Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or other controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered,
the 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 Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado, on May 5, 2008.
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STARTEK, INC.
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By: |
/s/ A. Laurence Jones
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A. Laurence Jones |
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President and Chief Executive Officer |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints A. Laurence Jones, David G. Durham and D. Michael Clayton or any of them (with full power
to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him or her and on his or her behalf to sign
any and all amendments (including, without limitation, post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and any documents required
to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in
connection therewith and about the premises in order to effectuate the same as fully to all intents
and purposes as he or she might or could do if personally present, hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Date |
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/s/ A. Laurence Jones
A. Laurence Jones
Principal Executive Officer
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Director, President and
Chief Executive Officer*
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May 5, 2008 |
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/s/ David G. Durham
David G. Durham
Principal Accounting and Financial
Officer
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Executive Vice President,
Chief Financial Officer and
Treasurer
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May 5, 2008 |
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Chairman of the Board*
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May 5, 2008 |
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/s/ Albert C. Yates
Albert C. Yates
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Director*
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May 5, 2008 |
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/s/ P. Kay Norton
P. Kay Norton
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Director*
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May 5, 2008 |
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These directors constitute a majority of the Board of Directors. |
Exhibit Index
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Exhibit No. |
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Description |
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4.1
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Restated Certificate of Incorporation of StarTek, Inc. (incorporated
by reference to Exhibit 3.1 to the Companys Registration Statement
on Form S-1, filed on January 29, 1997). |
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4.2
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Restated Bylaws of StarTek, Inc. (incorporated by reference to
Exhibit 3.2 to the Companys Current Report on Form 8-K, filed on
August 2, 2007). |
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4.3
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Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.2 to the Companys Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007, filed on November 6,
2007). |
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5.1
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Opinion of Faegre & Benson LLP. |
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10.1
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StarTek, Inc. Employee Stock Purchase Plan (incorporated by reference
to Exhibit A to the Companys proxy statement for its 2008 Annual
Meeting of Stockholders, filed on March 20, 2008). |
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23.1
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Consent of Ernst & Young, LLP. |
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23.2
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Consent of Faegre & Benson LLP (included in Exhibit 5.1). |