-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VtffY8/FaRtoC5kVVDrzENU8GwwXOk/VVBhmvA4RM0hPXeRcsQ1fysO+Q1z/xDOj r2ObNmSTjNFMewQwwRGscw== 0000902664-05-002425.txt : 20051228 0000902664-05-002425.hdr.sgml : 20051228 20051227174047 ACCESSION NUMBER: 0000902664-05-002425 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051228 DATE AS OF CHANGE: 20051227 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANA PARTNERS LLC CENTRAL INDEX KEY: 0001159159 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JANA PARTNERS LLC STREET 2: 536 PACIFIC AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 2125935955 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SITEL CORP CENTRAL INDEX KEY: 0000943820 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 470684333 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44769 FILM NUMBER: 051287629 BUSINESS ADDRESS: STREET 1: 7277 WORLD COMMUNICATIONS DR CITY: OMAHA STATE: NE ZIP: 68122 BUSINESS PHONE: 4106595700 MAIL ADDRESS: STREET 1: 7277 WORLD COMMUNICATIONS DR CITY: OMAHA STATE: NE ZIP: 68122 SC 13D/A 1 sc13da.txt SITEL CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D* (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2) SITEL Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 82980K107 - -------------------------------------------------------------------------------- (CUSIP Number) Marc Weingarten, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 19, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 4 Pages) - -------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ------------------------------ --------------------- CUSIP NO. 82980K107 SCHEDULE 13D/A PAGE 2 OF 4 PAGES - ------------------------------ --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JANA PARTNERS LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 10,676,665 ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10,676,665 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 10,676,665 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ --------------------- CUSIP NO. 82980K107 SCHEDULE 13D/A PAGE 3 OF 4 PAGES - ------------------------------ --------------------- The Schedule 13D filed on July 29, 2005 by JANA Partners LLC, a Delaware limited liability company (the "Reporting Person"), relating to the shares ("Shares") of common stock, $0.001 par value, of SITEL Corporation (the "Issuer"), as amended by Amendment No. 1 to the Schedule 13D filed on November 23, 2005, is hereby amended as set forth below by this Amendment No. 2 to the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. The last two paragraphs of Item 4 of the Schedule 13D are hereby amended and restated as follows: Following discussions between representatives of the Reporting Person and the Issuer regarding certain disagreements related to the Notice, on December 15, 2005 the Reporting Person received a letter from the Issuer regarding the sufficiency of the Reporting Person's notification in which the Issuer referred, among other matters, to a deficiency arising from the level of approval required for the removal of directors in the Reporting Person's proposed bylaw amendments. On December 19, 2005, the Reporting Person filed a complaint in the United States District Court for the District of Minnesota against the Issuer disputing any deficiency and seeking the following: (i) an order barring the Issuer from asserting any claimed deficiency in the notification not expressly asserted in its December 15 letter, or in the alternative, an order directing the Issuer to immediately provide any and all perceived deficiencies and the reasons for such beliefs; (ii) a declaration that (a) the Reporting Person has fully complied with the provisions of the Issuer's bylaws requiring timely notice, to nominate directors and of other business, in writing to the secretary of the Issuer, (b) the Reporting Person's proposed bylaw amendment does not conflict with the Minnesota Business Corporation Act, (c) the second sentence of Article II, Section 5 of the Issuer's bylaws which states that a plurality vote of shares present at a meeting where a quorum is present is required for the election of directors is invalid given that it conflicts with the Issuer's articles of incorporation and that a majority of the voting power of all shares (in person or by proxy) is needed to elect directors pursuant to Section 4.6 of the Issuer's articles of incorporation which requires that all shareholder action be approved by a majority vote of shares present at a meeting where a quorum is present and (d) the Issuer must comply with Section 4.6 of the Issuer's articles of incorporation; (iii) an order enjoining the Issuer from further attempts to use the advance notice provisions of the Issuer's bylaws to impede shareholder participation; and (iv) fees and costs. The Reporting Person provided the Issuer with a courtesy copy of the complaint and informed the Issuer that if the issues in the complaint were not resolved promptly it would serve the Issuer with the complaint. The Reporting Person and the Issuer are currently seeking a resolution to the issues raised in the complaint. The Reporting Person intends to review its investment in the Issuer on a continuing basis and may engage in further discussions with management, the Board, other shareholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, price levels of the Shares, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, purchasing additional shares or selling some or all of its Shares, engaging in short selling of or any hedging or similar transactions with respect to the Shares, encouraging the Issuer to maximize shareholder value through one or more strategic transactions and/or otherwise changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D. Except as set forth above, the Reporting Person has no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. - --------------------------- ------------------- CUSIP NO. 82980K107 SCHEDULE 13D/A PAGE 4 OF 4 PAGES - --------------------------- ------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 27, 2005 JANA PARTNERS LLC By: /s/ Barry Rosenstein --------------------------- Name: Barry Rosenstein Title: Managing Partner By: /s/ Gary Claar --------------------------- Name: Gary Claar Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----