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0000950134-04-007786.txt : 20040518 0000950134-04-007786.hdr.sgml : 20040518 20040517200535 ACCESSION NUMBER: 0000950134-04-007786 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARTEK INC CENTRAL INDEX KEY: 0001031029 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 841370538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12793 FILM NUMBER: 04814428 BUSINESS ADDRESS: STREET 1: 100 GARFIELD STREET CITY: DENVER STATE: CO ZIP: 80206 BUSINESS PHONE: 3033616000 MAIL ADDRESS: STREET 1: 100 GARFIELD STREET CITY: DENVER STATE: CO ZIP: 80206 10-K/A 1 d15459a1e10vkza.htm AMENDMENT TO FORM 10-K e10vkza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the fiscal year ended December 31, 2003


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to

Commission file number 1-12793

StarTek, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		84-1370538 (I.R.S. employer Identification No.)

100 Garfield Street Denver, Colorado (Address of principal executive offices)		80206 (Zip code)

(303) 399-2400
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $.01 par value		New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes þ No o

As of March 5, 2004, 14,359,051 shares of common stock were outstanding. The aggregate market value of common stock held by non-affiliates of the registrant on June 30, 2003 was approximately $118 million, based upon the closing price of the registrant’s common stock as quoted on the New York Stock Exchange composite tape on such date. Shares of common stock held by each executive officer and director and by each person who owned 5% or more of the outstanding common stock as of such date have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

TABLE OF CONTENTS


PART II
	Item 6. Selected Financial Data
PART III
	Item 11. Executive Compensation
PART IV
	Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
SIGNATURES
INDEX OF EXHIBITS
Sec. 302 Certification by William E. Meade, Jr.
Sec. 302 Certification by Eugene L. McKenzie, Jr.
Sec. 906 Certification by William E. Meade, Jr.
Sec. 906 Certification by Eugene L. McKenzie, Jr.

Explanatory Note

The purpose of this amendment is to make corrections to the Selected Financial Data and Summary Compensation Table. There was a typographical error in the Selected Financial Data in the original filing of the registrant’s Annual Report on Form 10-K. Selling, general and administrative expenses for fiscal 2000 should have read $20,950, and instead read $29,950.

In addition, bonuses in the aggregate amount of $145,000 paid to the registrant’s chief executive officer, chief financial officer and chief operating officer for fiscal 2003, which were paid in 2004 following approval by the compensation and option committee of the registrant’s board of directors, were inadvertently omitted from the original filing of the registrant’s Annual Report on Form 10-K.

PART II

Item 6. Selected Financial Data

The following selected financial data should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form 10-K. Additionally, the following selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Form 10-K.


	Year Ended December 31,
	1999		2000		2001			2002			2003
	(Dollars in thousands, except per share data)
Statement of Operations Data:
Revenue	$	205,227	$	200,750	$	182,576		$	207,864		$	231,189
Cost of services		166,880		153,629		137,622			157,005			171,401

Gross profit		38,347		47,121		44,954			50,859			59,788
Selling, general and administrative expenses		20,338		20,950		25,938			22,562			28,489

Operating profit		18,009		26,171		19,016			28,297			31,299
Net interest income and other		2,814		4,655		4,318			1,986			4,048
Loss on impaired investments		—		—		(15,452	)		(6,210	)		—

Income before income taxes		20,823		30,826		7,882			24,073			35,347
Income tax expense		7,800		11,406		3,011			8,907			13,149

Net income	$	13,023	$	19,420	$	4,871		$	15,166		$	22,198

Earnings per share:
Basic	$	0.94	$	1.39	$	0.35		$	1.07		$	1.56
Diluted	$	0.92	$	1.36	$	0.34		$	1.05		$	1.52
Weighted average shares outstanding
Basic		13,874,556		14,016,851		14,053,484			14,140,765			14,243,273
Diluted		14,139,149		14,279,409		14,168,044			14,385,389			14,623,066
Selected Operating Data:
Capital expenditures, net of proceeds	$	12,591	$	8,625	$	19,008		$	5,839		$	23,736
Depreciation and amortization	$	4,715	$	5,482	$	6,898		$	9,220		$	10,045
Balance Sheet Data (December 31):
Working capital	$	40,214	$	56,146	$	59,129		$	80,379		$	77,226
Total assets		101,435		122,283		129,153			140,421			153,607
Total debt		7,424		11,497		11,806			6,482			104
Total stockholders’ equity	$	71,046	$	91,964	$	95,609		$	114,594		$	133,000

PART III

Item 11. Executive Compensation

The following table sets forth certain information concerning 2001, 2002, and 2003 compensation of our Chief Executive Officer and executive officers who, in addition to the Chief Executive Officer, received the highest compensation during 2001, 2002, and 2003.

Summary Compensation Table


							Long-Term
							Compensation
							Awards
			Annual Compensation(a)				Securities
							Underlying		All Other
Name and Principal Position	Year		Salary ($)		Bonus ($)		Option (#)		Compensation ($)
William E. Meade, Jr.		2003		411,539		60,000		—		2,396	(f)
President, CEO and Director		2002		400,000		—		—		73,702	(b)
		2001		238,462		—		200,000		—
A. Emmet Stephenson, Jr.		2003		—		—		—		245,000	(c)
Chairman of the Board		2002		—		—		—		245,000	(c)
		2001		—		—		—		245,000	(c)
Eugene L. McKenzie, Jr.(d)		2003		139,287		25,000		35,000		—
Executive VP, CFO, Secretary and Treasurer
Michael W. Morgan		2003		270,800		—		—		—
Vice Chairman of the Board		2002		270,800		—		—		—
		2001		324,965		—		100,000		—
Lawrence Zingale		2003		317,500		60,000		—		21,710	(e)
Executive VP and COO		2002		166,923		25,000		100,000		2,232	(b)
		2001		—		—		—		—
David I. Rosenthal		2003		179,495		—		—		—
Former Executive VP, CFO,		2002		179,615		—		—		—
Secretary and Treasurer		2001		57,212		—		45,000		—

(a)		We did not provide perquisites or other personal benefits, securities, or property to the named executive officers which exceeded $50,000 or 10% of such officer’s total salary, bonus or other compensation for 2001, 2002, and 2003.

(b)		Reimbursement of relocation expenses.

(c)		Effective January 1, 1997, we began paying an annual advisory fee of $245,000 to A. Emmet Stephenson, Jr., Inc.

(d)		Mr. McKenzie was our Controller from June 2002 to November 2003, when he was named Executive VP, CFO, Secretary and Treasurer.

(e)		Reimbursement of relocation expenses of $5,260 and payment of disability insurance premiums of $16,450.

(f)		Payment of life insurance premiums.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) Document List

1. An Index of Exhibits follows the signature pages of this Form 10-K/A.

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned thereunto duly authorized.

STARTEK, INC.
(REGISTRANT)

By: /s/ EUGENE L. MCKENZIE, JR.
Eugene L. McKenzie, Jr.
Date: May 17, 2004 Executive Vice President, Chief Financial Officer, Secretary, and Treasurer

STARTEK, INC.

INDEX OF EXHIBITS


Exhibits
31.1		Section 302 Certification by William E. Meade, Jr.
31.2		Section 302 Certification by Eugene L. McKenzie, Jr.
32.1		Section 906 Certification by William E. Meade, Jr.
32.2		Section 906 Certification by Eugene L. McKenzie, Jr.

EX-31.1 2 d15459a1exv31w1.htm SEC. 302 CERTIFICATION BY WILLIAM E. MEADE, JR. exv31w1

EXHIBIT 31.1

CERTIFICATIONS

I, William E. Meade, Jr., certify that:

1. I have reviewed this amended annual report on Form 10-K/A of StarTek, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: May 17, 2004	/s/ WILLIAM E. MEADE, JR.
	William E. Meade, Jr.
	President, Chief Executive Officer, and Director

EX-31.2 3 d15459a1exv31w2.htm SEC. 302 CERTIFICATION BY EUGENE L. MCKENZIE, JR. exv31w2

EXHIBIT 31.2

CERTIFICATIONS

I, Eugene L. McKenzie, Jr., certify that:

1. I have reviewed this amended annual report on Form 10-K/A of StarTek, Inc.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: May 17, 2004	/s/ EUGENE L. MCKENZIE, JR.
	Eugene L. McKenzie, Jr.
	Executive Vice President, Chief Financial Officer, Secretary and Treasurer

EX-32.1 4 d15459a1exv32w1.htm SEC. 906 CERTIFICATION BY WILLIAM E. MEADE, JR. exv32w1

EXHIBIT 32.1

CERTIFICATIONS

I, William E. Meade, Jr., Chief Executive Officer of StarTek, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) the amended Annual Report on Form 10-K/A of the Company for the fiscal year ended December 31, 2003 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 17, 2004 /s/ WILLIAM E. MEADE, JR.
William E. Meade, Jr.
President, Chief Executive Officer, and Director

EX-32.2 5 d15459a1exv32w2.htm SEC. 906 CERTIFICATION BY EUGENE L. MCKENZIE, JR. exv32w2

EXHIBIT 32.2

CERTIFICATIONS

I, Eugene L. McKenzie, Jr., Chief Financial Officer of StarTek, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) the amended Annual Report on Form 10-K/A of the Company for the fiscal year ended December 31, 2003 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 17, 2004 /s/ EUGENE L. MCKENZIE, JR.
Eugene L. McKenzie, Jr.
Executive Vice President, Chief Financial Officer, Secretary and Treasurer

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	STARTEK, INC. (REGISTRANT)
	By:	/s/ EUGENE L. MCKENZIE, JR.
		Eugene L. McKenzie, Jr.
Date: May 17, 2004		Executive Vice President, Chief Financial Officer, Secretary, and Treasurer

(1)		the amended Annual Report on Form 10-K/A of the Company for the fiscal year ended December 31, 2003 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)		the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.