SYKES ENTERPRISES INC FORM S-3/A (Securities Registration Statement (simplified form)) Filed 06/15/98 Address 400 NORTH ASHLEY DRIVE TAMPA, FL 33602 Telephone 8132741000 CIK 0001010612 Symbol SYKE SIC Code 7373 - Computer Integrated Systems Design Industry Computer Networks Sector Technology Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. SYKES ENTERPRISES INC FORM S-3/A (Securities Registration Statement (simplified form)) Filed 6/15/1998 Address 100 NORTH TAMPA ST STE 3900 TAMPA, Florida 33602 Telephone 813-274-1000 CIK 0001010612 Industry Computer Networks Sector Technology Fiscal Year 12/31 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 1998 REGISTRATION NO. 333-49421 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SYKES ENTERPRISES, INCORPORATED (Exact name of registrant as specified in its charter) FLORIDA 59-3157093 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 100 NORTH TAMPA STREET, SUITE 3900, TAMPA, FLORIDA 33602, TELEPHONE (813) 274-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) SCOTT J. BENDERT SENIOR VICE PRESIDENT -- FINANCE, TREASURER, AND CHIEF FINANCIAL OFFICER SYKES ENTERPRISES, INCORPORATED 100 NORTH TAMPA STREET, SUITE 3900, TAMPA, FLORIDA 33602, TELEPHONE (813) 274-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: MARTIN A. TRABER, ESQ. MICHAEL A. CAMPBELL, ESQ. STEVEN W. VAZQUEZ, ESQ. MAYER, BROWN & PLATT FOLEY & LARDNER 190 SOUTH LASALLE STREET 100 NORTH TAMPA STREET, SUITE 2700 CHICAGO, ILLINOIS 60603 TAMPA, FLORIDA 33602 (312) 782-0600 (813) 229-2300 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] 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. [ ] 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. [ ] If delivery of this prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE ========================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE(3) -------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value.......... 2,838,692 Shares $18.50 $52,515,802 $15,493 ========================================================================================================================== (1) Includes 370,264 shares of the Common Stock that would be purchased upon exercise of an over-allotment option granted to the Underwriters. (2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on June 11, 1998. (3) A registration fee of $21,918 previously was paid. 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 SECTION 8(A), MAY DETERMINE. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, PROSPECTUS PRELIMINARY PROSPECTUS, DATED JUNE 1, 1998 2,468,428 SHARES (SYKES ENTERPRISES, INC. LOGO) COMMON STOCK All of the shares of Common Stock, par value $.01 per share (the "Common Stock") of Sykes Enterprises, Incorporated ("Sykes" or the "Company") offered hereby are being offered by certain selling shareholders of the Company (the "Selling Shareholders"). The Company will not receive any proceeds from the sale of shares of Common Stock offered hereby. The Common Stock is quoted on the Nasdaq National Market under the symbol "SYKE." On May 28, 1998, the last reported sale price for the Company's Common Stock on the Nasdaq National Market was $20 7/8 per share. See "Price Range of Common Stock." SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PRICE TO UNDERWRITING PROCEEDS TO PUBLIC DISCOUNT(1) SELLING SHAREHOLDERS ----------------------------------------------------------------------------------------------------------------------- Per Share................................... $ $ $ ----------------------------------------------------------------------------------------------------------------------- Total(2).................................... $ $ $ ======================================================================================================================= (1) The Company and the Selling Shareholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Underwriting." (2) Certain Selling Shareholders have granted to the Underwriters an option, exercisable within 30 days after the date hereof, to purchase up to 370,264 additional shares of Common Stock solely to cover over-allotments, if any. If the Underwriters exercise such option in full, the total Price to Public, Underwriting Discount, and Proceeds to Selling Shareholders will be $ , $ and $ , respectively. See "Selling Shareholders" and "Underwriting." The shares of Common Stock are offered by the several Underwriters, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of certain legal matters by counsel for the Underwriters and to certain other conditions. The Underwriters reserve the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. It is expected that delivery of the shares of Common Stock will be made in New York, New York on or about , 1998. MERRILL LYNCH & CO. ROBERT W. BAIRD & CO. INCORPORATED FURMAN SELZ The date of this Prospectus is , 1998. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Prospectus: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1997; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; and (c) The description of the Common Stock contained in the Company's Registration Statement on Form 8-A filed under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering made by this Prospectus shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any