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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2007
TeleTech Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-11919
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84-1291044 |
(State of
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(Commission
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(I.R.S. Employer |
Incorporation)
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File Number)
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Identification No.) |
9197 S. Peoria Street, Englewood, Colorado 80112
(Address of principal executive offices, including Zip Code)
Telephone Number: (303) 397-8100
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On November 14, 2007, TeleTech Holdings, Inc. (TeleTech) received a Nasdaq Staff Determination
letter from The Nasdaq Stock Market indicating that the Companys securities are subject to
delisting from The Nasdaq Global Market because TeleTech has not yet filed its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2007 and is therefore not in compliance with the
filing requirements under Nasdaq Marketplace Rule 4310(c)(14). TeleTech announced on November 20,
2007 that it will request a hearing before the NASDAQ Listing Qualifications Panel (the Panel).
Pending a decision by the Panel, TeleTech common shares will remain listed on the NASDAQ Stock
Market.
As announced on November 9, 2007, TeleTechs delay in filing its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2007 is due to a self-initiated review of the companys
equity-based compensation practices by the Audit Committee of the companys Board of Directors.
Based on the work conducted so far, management presently believes that TeleTech will be required to
incur additional non-cash compensation charges for prior periods and that restatement of previous
interim and annual financial statements for the periods 1999 through 2007 is likely. The Form 10-Q
for the third quarter of 2007 and the filing of restated financial statements for prior periods, if
required, will be filed following completion of the Audit Committees review and the review of the
required adjustments to TeleTechs financial statements by its independent registered accounting
firm.
The press release issued by TeleTech on November 20, 2007 in connection with this matter is
attached hereto as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit No. |
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Description |
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99.1
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Press Release dated November 20, 2007 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TeleTech Holdings, Inc.
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By: |
/s/ Kenneth D. Tuchman
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KENNETH D. TUCHMAN |
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Chief Executive Officer |
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Dated: November 20, 2007
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press Release dated November 20, 2007 |
exv99w1
Exhibit 99.1
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Investor Contact:
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Media Contact: |
Karen Breen
Jennifer Martin
303-397-8634
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Maggie Pisacane
212-687-8080
mpisacane@sardverb.com |
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Paul Kranhold
415-568-9570
pk@sardverb.com |
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TeleTech Receives NASDAQ Staff Determination Letter
Englewood, Colo., November 20, 2007 TeleTech Holdings, Inc. (NASDAQ: TTEC), today announced that
it will request a hearing before the NASDAQ Listing Qualifications Panel in response to the receipt
of a NASDAQ Staff Determination letter on November 14, 2007 indicating that the company is not in
compliance with the filing requirements for continued listing as set forth in Marketplace Rule
4310(c)(14). As anticipated, the letter was issued in accordance with NASDAQ procedures due to the
delayed filing of the companys Quarterly Report on Form 10-Q for the quarter ended September 30,
2007. Pending a decision by the Panel, TeleTech common shares will remain listed on the NASDAQ
Stock Market.
As announced on November 9, 2007, the companys delay in filing its Quarterly Report on Form 10-Q
is due to a self-initiated review of the companys equity-based compensation practices by the Audit
Committee of the companys Board of Directors. Based on the work conducted so far, management
presently believes that TeleTech will be required to incur additional non-cash compensation charges
for prior periods and that restatement of previous interim and annual financial statements for the
periods 1999 through 2007 is likely. The Form 10-Q for the third quarter of 2007 and the filing of
restated financial statements for prior periods, if required, will be filed following completion of
the Audit Committees review and the review of the required adjustments to TeleTechs financial
statements by its independent registered accounting firm.
FORWARD-LOOKING STATEMENTS This press release may contain certain forward-looking statements that
involve risks and uncertainties. The projections and statements contained in these forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause our
actual results, performance, or achievements to be materially different from any future results,
performance, or achievements expressed or implied by the forward-looking statements. All statements
not based on historical fact are forward-looking statements that involve substantial risks and
uncertainties. In accordance with the Private Securities Litigation Reform Act of 1995, following
are important factors that could cause our actual results to differ materially from those expressed
or implied by such forward-looking statements, including but not limited to the following: all of
the reported results are presented without taking into account any adjustments that may be
required in connection with the ongoing review of TeleTechs accounting for equity-based
compensation plans and should be considered preliminary until TeleTech files its Form 10-Q for the
third quarter ended September 30, 2007; the review and possible conclusions may have an impact on
the amount and timing of previously awarded non-cash equity-based compensation expense for current
and previous financial periods; the effect of TeleTechs failure to timely file all of its required
reports under the Securities and Exchange Act of 1934, including the potential of a default under
its credit facility; our ability to meet the requirements of the NASDAQ Stock Market for continued
listing of our shares; potential claims and proceedings relating to such matters, including
shareholder litigation and action by the SEC and/or other governmental agencies; and negative tax
or other implications for TeleTech resulting from any accounting adjustments or other factors; our
belief that we are continuing to see strong demand for our services and that sales cycles are
shortening; the ability to close and ramp new business opportunities that are currently being
pursued or that are in the final stages with existing and/or potential clients in order to achieve
our Business Outlook; estimated revenue
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from new, renewed, and expanded client business as volumes may not materialize as forecasted or be
sufficient to achieve our Business Outlook; the possibility of lower revenue or price pressure from
our clients experiencing a business downturn or merger in their business; greater than anticipated
competition in the BPO and customer management market, causing adverse pricing and more stringent
contractual terms; risks associated with losing or not renewing client relationships, particularly
large client agreements, or early termination of a client agreement; the risk of losing clients due
to consolidation in the industries we serve; consumers concerns or adverse publicity regarding our
clients products; our ability to execute our growth plans, including sales of new services; our
ability to achieve our year-end 2007 and 2008 financial goals, including those set forth in our
Business Outlook; risks associated with attracting and retaining cost-effective labor at our
delivery centers; the possibility of additional asset impairments and restructuring charges; risks
associated with changes in foreign currency exchange rates; our ability to find cost effective
delivery locations, obtain favorable lease terms, and build or retrofit facilities in a timely and
economic manner; risks associated with business interruption due to weather, pandemic or
terrorist-related events; economic or political changes affecting the countries in which we
operate; achieving continued profit improvement in our International BPO operations; changes in
accounting policies and practices promulgated by standard setting bodies; and new legislation or
government regulation that impacts the BPO and customer management industry.
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