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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TELETECH HOLDINGS, INC. ------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 84-1291044 - ----------------------------------------------------------------- (State of incorporation or Organization) (I.R.S. Employer Identification No.) 1700 Lincoln Street, Suite 1400, Denver, Colorado 80203 - ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered None None - ------------------------- -------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share - ----------------------------------------------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The securities to be registered consist of 6,220,000 shares of the Registrant's Common Stock, par value $.01 per share, and 933,000 additional shares of Common Stock subject to an underwriters' over-allotment option, covered by the Registrant's Registration Statement on Form S-1, as now or hereafter amended (Registration No. 333-04097) (the "Registration Statement"). The Registrant hereby incorporates by reference the information set forth under the caption "Description of Capital Stock" contained in the prospectus that constitutes part of the Registration Statement. Any form of prospectus subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed incorporated herein by this reference. Item 2. Exhibits. The following documents are filed as exhibits to this registration statement: Exhibit No. Description - ------------ -------------------------------------- 1 Form of Restated Certificate of Incorporation of TeleTech Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement). 2 Form of Amended and Restated By-Laws of TeleTech Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement). 3 Amended and Restated Investment Agreement dated as of July, 1996 among the Registrant, TeleTech Investors General Partnership, Alan Silverman, Susan Silverman and Jack Silverman (incorporated by reference to Exhibit 4.1 to the Registration Statement). 4 Stock Transfer and Registration Rights Agreement dated as of January 1, 1996 among the Registrant, Access 24 Holdings Pty Limited, Bevero Pty Limited and Access 24 Service Corporation Pty Limited (incorporated by reference to Exhibit 4.2 to the Registration Statement). 5 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement). -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. TELETECH HOLDINGS, INC. ----------------------------- (Registrant) By: /s/ Kenneth D. Tuchman ------------------------------ Kenneth D. Tuchman Chairman of the Board of Directors, President and Chief Executive Officer Date: July 19, 1996 -3-