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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): March 05, 2008
TeleTech Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State of
Incorporation)
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001-11919
(Commission
File Number)
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84-1291044
(I.R.S. Employer
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)) |
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Item 3.01 |
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On March 5, 2008, TeleTech Holdings, Inc. (the Company) received an Additional Nasdaq Staff
Determination letter in connection with the Companys failure to file its 2007 Annual Report on
Form 10-K, as required by Nasdaq Marketplace Rule 4310(c)(14) (the March 5 Letter). As set forth
in the March 5 letter, this matter serves as an additional basis for delisting the Companys
securities.
The failure of the Company to file its Quarterly Report on Form 10-Q for the third quarter of 2007
(the 3rd Quarter Form 10-Q) had put the Company out of compliance with the filing requirement
under Nasdaq Marketplace Rule 4310(c)(14), and the Nasdaq staff had notified the Company that it
was subject to being delisted. However, as set forth in a February 20, 2007 letter to the Company
(the February 20 Letter), the Nasdaq Listing Qualifications Hearings Panel granted the Companys
request for continued listing on the Nasdaq Global Market, subject to, among other things, the
Company becoming current in its filings of its periodic reports by May 12, 2008. These periodic
reports would include the fiscal 2007 Form 10-K and the 3rd Quarter Form 10-Q. The
February 20 Letter notes that if the Company is not able to meet the exception deadline, the Panel
will issue a final determination to delist the Companys shares
and the Company would have to apply to Nasdaq for an extension of the
listing exception.
TeleTech
is working diligently with its current and former independent auditors to become current with its periodic filings with the Securities and Exchange Commission by May 12,
2008.
A press
release issued by TeleTech on March 11, 2008, regarding the March 5 letter and setting
forth additional background information, is attached hereto as Exhibit 99.1
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Item 9.01. |
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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 March 11, 2008 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report on Form 8-K 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: March 11, 2008
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 March 11, 2008 |
exv99w1
Exhibit 99.1
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Investor Contact:
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Media Contact: |
Karen Breen
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Paul Kranhold |
303-397-8592
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415-568-9570 |
Jennifer Martin
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pk@sardverb.com |
303-397-8634 |
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TeleTech Receives Nasdaq Staff Determination Letter
Englewood, Colo., March 11, 2008 TeleTech Holdings, Inc. (Nasdaq: TTEC) today announced the
receipt of a NASDAQ Staff Determination letter on March 5, 2008 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 Annual Report on Form 10-K for the year ended December 31, 2007 as
discussed previously on the Form 12b-25 filed on March 3, 2008.
The Nasdaq Listing Qualifications Hearing Panel previously granted the Company until May 12, 2008
to become current in its delinquent and restated periodic reports. TeleTech is working diligently
with its current and former independent auditors to finalize the quantification of the restatement
adjustments and allocation among the periods impacted so as to become current with its periodic
filings with the Securities and Exchange Commission by May 12, 2008.
ABOUT TELETECH
TeleTech is one of the largest and most geographically diverse global providers of business process
outsourcing solutions. We have a 26-year history of designing, implementing, and managing critical
business processes for Global 1000 companies to help them improve their customers experience,
expand their strategic capabilities, and increase their operating efficiencies. By delivering a
high-quality customer experience through the effective integration of customer-facing front-office
processes with internal back-office processes, we enable our clients to better serve, grow, and
retain their customer base. We use Six Sigma-based quality methods continually to design,
implement, and enhance the business processes we deliver to our clients and we also apply this
methodology to our own internal operations. We have developed deep domain expertise and support
approximately 300 business process outsourcing programs serving more than 100 global clients in the
automotive, communications, financial services, government, healthcare, retail, technology and
travel and leisure industries. Our integrated global solutions are provided by 59,000 employees
utilizing 38,400 workstations across 88 Delivery Centers in 18 countries.
FORWARD-LOOKING STATEMENTS
This press release may contain certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, which can be identified by words such as may, will,
expect, anticipate or comparable words. 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. Important factors
that could cause our actual results to differ materially from those expressed or implied by such
forward-looking statements, include but are not
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limited to the following: all 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-K for the fiscal year ended December 31, 2007; 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; any future decisions by the NASDAQ Stock Market
regarding continued listing of TeleTechs common shares; potential claims and proceedings relating
to such matters, including shareholder litigation and action by the SEC and/or other governmental
agencies; 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; 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 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 markets,
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 2008 and
2009 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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