-----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, GTGOJm8iw9ZuVIvVAjD2XYadydQgangB8TPG7fF49vJ+eIuFwER4qVg9JU255b86 dYA+sKGsivcCKcQHeM80Kw== 0001035704-01-500176.txt : 20010618 0001035704-01-500176.hdr.sgml : 20010618 ACCESSION NUMBER: 0001035704-01-500176 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010615 EFFECTIVENESS DATE: 20010615 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: S-8 SEC ACT: SEC FILE NUMBER: 333-63106 FILM NUMBER: 1661546 BUSINESS ADDRESS: STREET 1: 111 HAVANA STREET CITY: DENVER STATE: CO ZIP: 80010 BUSINESS PHONE: 3033616000 MAIL ADDRESS: STREET 1: 111 HAVANA STREET STREET 2: 111 HAVANA STREET CITY: DENVER STATE: CO ZIP: 80010 S-8 1 d88420s-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on June 15, 2001. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- STARTEK, INC. (Exact name of Registrant as specified in its charter) Delaware 84-1370538 -------------------------------- ------------ (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 100 Garfield St. Denver, Colorado 80206 -------------------------------- ------ (Address of Principal Executive Offices) (Zip Code) STOCK OPTION PLAN ----------------- (Full title of the plan) Dennis M. Swenson Startek, Inc. 100 Garfield St. Denver, Colorado 80206 ---------------------- (Name and address of agent for service) 303-361-6000 ---------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
==================================================================================================================== Title of securities Amount to Proposed maximum Proposed maximum Amount of To be registered be registered(1) offering price per share aggregate offering price registration fee - ---------------------- ------------------- ------------------------- --------------------------- ------------------- Common Stock 600,000 shares $18.46(2) $11,076,000(3) $2,769 - ---------------------- ------------------- ------------------------- --------------------------- -------------------
(1) Such shares are in addition to the 1,075,000 shares of common stock registered by the Company on Registration Statement No. 333-77009. (2) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices reported on the New York Stock Exchange Composite Tape on June 8, 2001 pursuant to Rule 457(c). (3) Estimated solely for the purpose of calculating the registration fee based on the exercise prices of the outstanding options pursuant to Rule 457 (h)(1). 2 EXPLANATORY NOTE On May 30, 2001, the stockholders of Startek, Inc. (the "Company") approved an Amendment to the Stock Option Plan of the Company (the "Plan"), which increased the number of shares reserved for issuance under the Plan by 600,000 shares. The purpose of this Registration Statement is to register such additional shares for issuance under the Plan. Therefore, pursuant to General Instruction E of Form S-8, the Registrant does hereby incorporate by reference the contents of its Registration Statement on Form S-8 (No. 333-77009). -1- 3 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Act") and the Note to Part I of Form S-8. -2- 4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 4. Description of Securities. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 5. Interests of Named Experts and Counsel. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 6. Indemnification of Directors and Officers. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 7. Exemption from Registration Claimed. No response is required to Item 7 because restricted securities are not to be reoffered or resold pursuant to this registration statement. Item 8. Exhibits. The following is a list of all exhibits filed as part of this registration statement or, as noted, incorporated by reference into this registration statement: EXHIBIT NO. DESCRIPTION AND METHOD OF FILING - ----------- -------------------------------- Exhibit 5.1 Opinion of Faegre & Benson LLP on legality of stock offered. Exhibit 23.1 Consent of Ernst & Young LLP. Exhibit 23.2 Consent of Faegre & Benson LLP (Included in Exhibit 5.1). Item 9. Undertakings. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on June 14, 2001. STARTEK, INC. By: /s/ Dennis M. Swenson ---------------------------------------------- Dennis M. Swenson Executive Vice President, Chief Financial Officer, Secretary, and Treasurer (Principal Financial Officer and Principal Accounting Officer) 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.
Signature Title Date - --------- ----- ---- /s/ William E. Meade, Jr. Director, President, and Chief June 14, 2001 - ----------------------------------------- Executive Officer (Principal William E. Meade, Jr. Executive Officer) /s/ Dennis M. Swenson Executive Vice President, June 14, 2001 - ----------------------------------------- Chief Financial Officer, Dennis M. Swenson Secretary, and Treasurer (Principal Financial Officer and Principal Accounting Officer) /s/ A. Emmet Stephenson, Jr. Director and Chairman of the June 14, 2001 - ----------------------------------------- Board A. Emmet Stephenson, Jr. /s/ Jack D. Rehm Director June 14, 2001 - ----------------------------------------- Jack D. Rehm /s/ Ed Zschau Director June 14, 2001 - ----------------------------------------- Ed Zschau
6 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION AND METHOD OF FILING - ----------- -------------------------------- Exhibit 5.1 Opinion of Faegre & Benson LLP on legality of stock offered. Exhibit 23.1 Consent of Ernst & Young LLP. Exhibit 23.2 Consent of Faegre & Benson LLP (Included in Exhibit 5.1).
EX-5.1 2 d88420ex5-1.txt OPINION/CONSENT OF FAEGRE & BENSON LLP 1 EXHIBIT 5.1 [Letterhead of Faegre & Benson LLP] June 13, 2001 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Startek, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Startek, Inc. (the "Company"), in connection with the proposed sale of up to 600,000 shares of the Company's Common Stock (the "Shares") pursuant to the Company's Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"). This opinion is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-B. We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the issuance and sale of the Shares. Based on such review, we are of the opinion that the Shares have been duly authorized, and if, as and when issued in accordance with the related stock option agreement will upon such issuance and sale, be legally issued, fully paid and nonassessable. We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus relating to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K or Regulation S-B. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares. /s/ FAEGRE & BENSON LLP EX-23.1 3 d88420ex23-1.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the StarTek, Inc. Stock Option Plan of our report dated February 14, 2001, with respect to the consolidated financial statements of StarTek, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG, LLP Denver, Colorado June 13, 2001 -----END PRIVACY-ENHANCED MESSAGE-----