-----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, A0BOh9nnhNj4gDhYMW3jCYNarA7VhHpsmePUhjAxkhPmewLeybBk/foYODnXDVNx h/Y1b2I1ycwAl+X5pnUz4g== 0000950123-10-007957.txt : 20100203 0000950123-10-007957.hdr.sgml : 20100203 20100203084455 ACCESSION NUMBER: 0000950123-10-007957 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100203 DATE AS OF CHANGE: 20100203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICT GROUP INC CENTRAL INDEX KEY: 0001013149 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 232458937 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-87912 FILM NUMBER: 10568927 BUSINESS ADDRESS: STREET 1: 100 BRANDYWINE BOULEVARD CITY: NEWTOWN STATE: PA ZIP: 18940 BUSINESS PHONE: 267-685-5000 MAIL ADDRESS: STREET 1: 100 BRANDYWINE BOULEVARD CITY: NEWTOWN STATE: PA ZIP: 18940 POS AM 1 g21834posam.htm FORM POS AM posam
 
 
As filed with the Securities and Exchange Commission on February 3, 2010
Registration No. 333-87912
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Post Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
the Securities Act of 1933
 
ICT Group, Inc.
(Exact name of registrant as specified in its charter)
     
Pennsylvania
(State or other jurisdiction of
incorporation or organization) 		  23-2458937
(I.R.S. Employer
Identification Number)
c/o Sykes Enterprises, Incorporated
400 North Ashley Drive, Tampa, FL 33602
(813) 274-1000
 
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
 
James T. Holder, Esq.
President
Sykes Acquisition, LLC
400 North Ashley Drive
Tampa, FL 33602
(813) 274-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Please address a copy of all communications to:
Paul R. Lynch, Esq.
Shumaker, Loop & Kendrick, LLP
101 E. Kennedy Blvd., Suite 2800
Tampa, FL 33602
 
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
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. o
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. o
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. o
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: o
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
     
Large accelerated filer o
  Accelerated filer x
Non-accelerated filer o
  Smaller reporting company o
 
 

 

 

TERMINATION OF REGISTRATION
     This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (Registration No. 333-87912) (the “Registration Statement’) of ICT Group, Inc. (“ICT”).
     On February 2, 2010 (the “Merger Date”), Sykes Enterprises, Incorporated, completed its acquisition of ICT. Pursuant to the Agreement and Plan of Merger, dated October 5, 2009, among ICT, Sykes, SH Merger Subsidiary I, Inc., a Pennsylvania corporation and direct wholly-owned subsidiary of Sykes (“Merger Sub”), and Sykes Acquisition, LLC, a Florida limited liability company and direct wholly-owned subsidiary of Sykes (formerly know as SH Merger Subsidiary II, LLC) (“Sykes Acquisition”), Merger Sub was merged with and into ICT, and then ICT was merged with and into Sykes Acquisition. Sykes Acquisition survived the merger as a wholly-owned subsidiary of Sykes.
     As a result of the merger of Merger Sub and ICT,
  •   each outstanding share of ICT common stock, par value $0.01 per share, was converted into the right to receive $7.69 in cash, without interest, and 0.3423 of a share of Sykes common stock, par value $0.01 per share;
 
  •   each outstanding ICT stock option, whether or not then vested and exercisable, became fully vested and exercisable immediately prior to, and then was canceled at, the effective time of the merger, and the holder of such option became entitled to receive an amount in cash, without interest and less any applicable taxes to be withheld, equal to (i) the excess, if any, of (1) $15.38 over (2) the exercise price per share of ICT common stock subject to such ICT stock option, multiplied by (ii) the total number of shares of ICT common stock underlying such ICT stock option, with the aggregate amount of such payment rounded up to the nearest cent. If the exercise price was equal to or greater than $15.38, then the stock option was canceled without any payment to the stock option holder; and
 
  •   each outstanding restricted stock unit (“RSU”) of ICT became fully vested and then was canceled and the holder of such vested awards became entitled to receive $15.38 in cash, without interest and less any applicable taxes to be withheld, in respect of each share of ICT common stock into which the RSU would otherwise have been convertible.
     As a result of the Mergers, there is no longer any common stock of ICT outstanding.
     In connection with the Mergers, ICT has terminated all offerings of ICT securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by ICT in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of ICT which remain unsold at the termination of the offering, ICT hereby removes from registration all securities registered under the Registration Statement which remained unsold as of the Merger Date.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, Florida, on this 3rd day of February, 2010.
         
  Sykes Acquisition, LLC
(as successor by merger to ICT Group, Inc.)
 		  
  By:   /s/ James T. Holder    
    President   
       
 
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
         
NAME   TITLE   DATE
         
/s/ James T. Holder
 
James T. Holder		   President (Principal Executive Officer),
Member of Board of Managers 		  February 3, 2010
/s/ W. Michael Kipphut
 
W. Michael Kipphut		   Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer),
Member of Board of Managers 		  February 3, 2010

 

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