Securities Registration: Employee Benefit Plan (s-8)
June 08 2020 - 7:01AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on June 8, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
TTEC HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State
or other jurisdiction of
incorporation
or organization)
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84-1291044
(I.R.S.
Employer Identification Number)
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9197
S. Peoria Street
Englewood,
Colorado 80112-5833
(303)
397-8100
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive office)
TTEC Holdings, Inc. 2020 Equity Incentive
Plan
(Full
Title of Plan)
Margaret
B. McLean
Senior
Vice President, General Counsel and Corporate Secretary
9197
S. Peoria Street
Englewood,
Colorado 80112-5833
(303)
397-8100
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
John
A. Elofson, Esq.
Davis
Graham & Stubbs LLP
1550
Seventeenth Street, Suite 500
Denver,
Colorado 80202
(303)
892-9400
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large
accelerated filer
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¨
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Accelerated
filer
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x
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Non-accelerated
filer
(Do
not check if a smaller reporting company)
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¨
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Smaller
reporting company
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¨
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Emerging
growth company
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¨
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨
CALCULATION
OF REGISTRATION FEE
Title
of Securities to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price Per
Share (2)
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Proposed
Maximum
Aggregate Offering
Price
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Amount
of
Registration Fee
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Common
Stock, par value $0.01 per share
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4,000,000 shares
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$42.76
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$171,040,000
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$22,201.00
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(1)
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This
Registration Statement shall also cover any additional shares of Common Stock which become
issuable by reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in an increase
in the number of the Registrant’s outstanding shares of common stock.
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(2)
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The
offering price is estimated in accordance with Rules 457(c) and 457(h) under the Securities
Act of 1933, as amended, solely for the purpose of computing the amount of the registration
fee and is based upon the average of the high and low prices of the Registrant’s
common stock on June 8, 2020, as reported on Nasdaq.
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Part
I
Information
Required in the Section 10(a)
Prospectus
As
permitted by the rules of the United States Securities and Exchange Commission (the “Commission”), this registration
statement omits the information specified in Part I of Form S-8. TTEC Holdings, Inc. (the “Registrant”) shall
send or give the documents containing the information specified in Part I to the participants in the TTEC Holdings, Inc. 2020
Equity Incentive Plan as required by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation
of Documents by Reference.
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The
following documents have been filed with the Commission by the Registrant and are hereby incorporated in this registration statement
by reference, excluding any disclosures therein that have been furnished and not filed:
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), subsequent to the date of this registration statement and prior to the filing of
a post-effective amendment to this registration statement indicating that all securities offered under the registration statement
have been sold, or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein
and shall be a part hereof from the respective dates of filing such documents (other than any portions of such documents that
are deemed furnished under applicable Commission rules rather than filed).
Any
statement contained in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration
statement.
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Item 4.
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Description
of Securities.
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Not
applicable.
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Item 5.
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Interests
of Named Experts and Counsel.
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None.
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Item 6.
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Indemnification
of Directors and Officers.
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Section
145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in
which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the
registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Article
Eight of the Registrant’s restated certificate of incorporation, as amended (the “Certificate of Incorporation”)
and Article VII of the Registrant's amended and restated bylaws, as amended (the “Bylaws”) provide for indemnification
by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation
Law.
Section
102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for
any transaction from which the director derived an improper personal benefit. The Certificate of Incorporation provides for such
limitation of liability.
The
foregoing summaries are subject to the complete text of the statutes, the Certificate of Incorporation and the Bylaws, and are
qualified in their entirety by reference thereto.
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Item 7.
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Exemption
from Registration Claimed.
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Not
applicable.
* Filed or furnished herewith.
(a) The
Registrant hereby undertakes:
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(1)
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To file,
during any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
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(iii)
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To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in
the registration statement;
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Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;
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(2)
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That,
for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
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(b) The
Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
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 on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on June 8, 2020.
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TTEC
HOLDINGS, INC.
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By:
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/s/ Regina M. Paolillo
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Name:
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Regina
M. Paolillo
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Title:
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Chief
Administrative & Financial Officer
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POWER OF ATTORNEY
The
undersigned directors and officers of TTEC Holdings, Inc. hereby constitute and appoint Kenneth D. Tuchman, Regina M. Paolillo,
and Margaret B. McLean, and each of them, each with full power to act and with full power of substitution and resubstitution,
our true and lawful attorneys-in-fact and agents with full power to execute in our name and behalf in the capacities indicated
below any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all
exhibits and other documents relating thereto with the United States Securities and Exchange Commission and hereby ratify and
confirm all that such attorney-in-fact or his or her substitute shall lawfully do or cause to be done by virtue hereof.
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
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Title
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Date
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/s/
Kenneth D. Tuchman
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Chief
Executive Officer and Chairman
(principal executive officer)
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June
8, 2020
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Kenneth
D. Tuchman
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/s/
Regina M. Paolillo
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Chief
Administrative and Financial Officer (principal financial and accounting officer)
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June
8, 2020
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Regina
M. Paolillo
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/s/
Steven J. Anenen
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Director
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June
8, 2020
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Steven
J. Anenen
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/s/
Tracy L. Bahl
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Director
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June
8, 2020
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Tracy
L. Bahl
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/s/
Gregory A. Conley
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Director
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June
8, 2020
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Gregory
A. Conley
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/s/
Robert N. Frerichs
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Director
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June
8, 2020
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Robert
N. Frerichs
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/s/
Marc L. Holtzman
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Director
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June
8, 2020
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Marc
L. Holtzman
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/s/
Ekta Singh-Bushell
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Director
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June
8, 2020
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Ekta
Singh-Bushell
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