e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 27, 2007
TeleTech Holdings, Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State of
Incorporation)
|
|
001-11919
(Commission
File Number)
|
|
84-1291044
(I.R.S. Employer
Identification No.) |
9197 S. Peoria Street, Englewood, Colorado 80112
(Address of principal executive offices, including Zip Code)
Telephone Number: (303) 397-8100
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On September 27, 2007, TeleTech Holdings, Inc. (“TeleTech”), a Delaware corporation, Newgen
Results Corporation (“Newgen”), a Delaware corporation and wholly-owned subsidiary of TeleTech,
Carabunga.com, Inc. (“Carabunga”), a Delaware corporation and wholly-owned subsidiary of Newgen
and Newgen Results Canada, Ltd. (“Newgen Canada”), a Canadian Corporation and wholly-owned
subsidiary of Newgen (Newgen, Carabunga and Newgen Canada are hereinafter collectively referred to
as “Newgen”) entered into an Asset Purchase Agreement (“Purchase Agreement”) with Aspen Acquisition
Holdings, L.L.C., a Delaware limited liability company (“Aspen Acquisition”) and Aspen Marketing
Services, Inc., a Delaware corporation (“Aspen”), and wholly-owned subsidiary of Aspen Acquisition
and closed the transactions contemplated thereby on September 28, 2007. As provided in the
Purchase Agreement, Newgen sold substantially all of its assets and certain of its liabilities to
Aspen for total cash consideration of $3.243 million. In addition to customary closing conditions, the transaction
was subject to the execution of (i) a Software and Intellectual
Property License Agreement between TeleTech and Aspen which provides
for exclusive and non-exclusive licenses in certain territories to
certain software known as Identify! and Identify! Plus; (ii) a Trademark License Agreement between
TeleTech and Aspen which provides for certain licensed intellectual property rights to Identify!
and Identify! Plus, and (iii) a Master Services Agreement and accompanying Statement of Work
between TeleTech Services Corp. (“TeleTech Services”), a wholly-owned subsidiary of TeleTech, and
Aspen whereby TeleTech Services will provide customer care management services on behalf of Aspen’s
customers estimated based on current head count to generate revenue of approximately
$6 million per year. The Master Services Agreement has a three
year term cancellable upon ninety days notice. Pursuant to the terms of the Software and Intellectual
Property License Agreement and Trademark License Agreement, Aspen
paid TeleTech $225,000 at closing and is obligated to pay TeleTech
$2 million twelve months from the date of the closing for a two
year exclusive license in certain territories. This agreement also
provides for ongoing royalties. (The Purchase Agreement, the Software
and Intellectual Property License Agreement, the Trademark License Agreement, Master Services Agreement and accompanying Statement of Work
are collectively referred to as the “Agreements”).
The foregoing description of the Agreements does not purport to be complete and are qualified in
their entirety by reference to the Purchase Agreement, Software and Intellectual Property License
Agreement and the Trademark License Agreement which are filed as Exhibits 2.1, 10.1 and 10.2
hereto, respectively, and are incorporated into this report by reference. The Master Services
Agreement and accompanying Statement of Work are agreements made in the ordinary course of business
and therefore TeleTech has determined it is not required to file such agreements as exhibits to
this report.
The Agreements have been included to provide investors with information regarding their terms.
Except for its status as contractual documents that establish and govern the legal relations among
the parties thereto with respect to the transaction described in this Form 8-K, the Agreements are
not intended to be a source of factual, business or operational information about the parties.
The representations, warranties, covenants and agreements made by the parties in the Agreements are
made as of specific dates and are qualified and limited, including information
in the disclosure schedules that were provided in connection with the execution of the
Agreements. In addition, certain of the representations and warranties are subject to a contractual
standard of materiality that may be different from what may be viewed as material to stockholders.
Representations and warranties may be used as a tool to allocate risks between the respective
parties to the Agreements, including where the parties do not have complete knowledge of all the
facts. Investors are not third-party beneficiaries under the Agreements and should not rely on the
representations, warranties and covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of the parties or any of their affiliates.
Item 2.05. Costs Associated with Exit or Disposal Activities.
On September 27, 2007, TeleTech decided to dispose of its database marketing business, operated by
TeleTech’s wholly-owned subsidiary Newgen. Due to the expectation regarding the future financial
results of Newgen, TeleTech determined that exiting the business was appropriate. While revenue
declines and operating losses had generally stabilized, the anticipated length of time to return
the business to profitability was longer than was acceptable to TeleTech. TeleTech and Newgen
entered into the Purchase Agreement to dispose of substantially all
of Newgen’s assets and certain of
its liabilities. Reference is made to the additional information
contained in Item 1.01 above, which
is incorporated by reference into this Item 2.05.
In connection with the closing of such disposition and at the time of filing this current report on
Form 8-K, TeleTech estimates the known costs and charges expected to be incurred and that result
from the proposed disposition to be between $5.6 million to $6.6 million, of which
approximately $2.0 million will be cash expenditures. A summary
of the expected charges is as follows:
| |
|
|
|
|
|
|
|
|
| |
|
Range of |
| |
|
Pre-tax |
| |
|
Charge |
|
|
(in millions) |
| Type of Cost |
|
low |
|
|
high |
|
Loss on disposal of business |
|
$ |
3.6 |
|
|
$ |
4.6 |
|
Costs for
Employees terminated, including severance |
|
|
1.0 |
|
|
|
1.0 |
|
Fees associated with disposal of the assets |
|
|
1.0 |
|
|
|
1.0 |
|
Total
estimated restructuring and asset write-off charges relating to
disposal |
|
$ |
5.6 |
|
|
$ |
6.6 |
|
At the
time of filing this current report on Form 8-K, TeleTech is unable to provide a
good faith estimate of any potential costs and charges that relate to
a certain property leased by Newgen that are not a part of the
transactions but could be impacted as a result of the transaction.
We plan to file an amendment on Form 8-K under this Item 2.05 once such estimated costs can be reasonably determined.
Item 8.01. Other Events.
On September 28, 2007, the Company issued a press release announcing the sale of substantially all
of the assets of Newgen. A copy of this press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(b) To
the extent the Company is required to file pro forma financial
statements upon reporting the closing of the transactions disclosed in Item 1.01, the Company will file such pro forma financial
statements on a report on Form 8-K within the appropriate
timeframe from the close of those transactions.
(c) Exhibits
| |
|
|
| Exhibit No. |
|
Description |
2.1
|
|
Asset Purchase Agreement dated as of September 27, 2007 among
TeleTech Holdings, Inc., Newgen Results Corporation,
Carabunga.com, Inc., Aspen Acquisition Holdings, L.L.C. and
Aspen Marketing Services, Inc. (certain schedules and exhibits
have been omitted pursuant to Item 601(b)(2) of Regulation
S-K). |
|
|
|
10.1
|
|
Software and Intellectual Property License Agreement dated as
of September 27, 2007 among TeleTech Holdings, Inc., Newgen
Results Corporation, Carabunga.com, Inc., Aspen Acquisition
Holdings, L.L.C. and Aspen Marketing Services, Inc. |
|
|
|
10.2
|
|
Trademark License Agreement dated as of September 27, 2007
among TeleTech Holdings, Inc., Newgen Results Corporation,
Carabunga.com, Inc., Aspen Acquisition Holdings, L.L.C. and
Aspen Marketing Services, Inc. |
|
|
|
99.1
|
|
Press Release issued by TeleTech Holdings, Inc., dated
September 28, 2007. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
|
| |
TeleTech Holdings, Inc.
|
|
| |
By: |
/s/ Kenneth D. Tuchman
|
|
| |
|
KENNETH D. TUCHMAN |
|
| |
|
Chief Executive Officer |
|
| |
Dated:
October 3, 2007
Exhibit Index
| |
|
|
| Exhibit No. |
|
Description |
2.1
|
|
Asset Purchase Agreement dated as of September 27, 2007 among
TeleTech Holdings, Inc., Newgen Results Corporation,
Carabunga.com, Inc., Aspen Acquisition Holdings, L.L.C. and
Aspen Marketing Services, Inc. (certain schedules and exhibits
have been omitted pursuant to Item 601(b)(2) of Regulation
S-K). |
|
|
|
10.1
|
|
Software and Intellectual Property License Agreement dated as
of September 27, 2007 among TeleTech Holdings, Inc., Newgen
Results Corporation, Carabunga.com, Inc., Aspen Acquisition
Holdings, L.L.C. and Aspen Marketing Services, Inc. |
|
|
|
10.2
|
|
Trademark License Agreement dated as of September 27, 2007
among TeleTech Holdings, Inc., Newgen Results Corporation,
Carabunga.com, Inc., Aspen Acquisition Holdings, L.L.C. and
Aspen Marketing Services, Inc. |
|
|
|
99.1
|
|
Press Release issued by TeleTech Holdings, Inc., dated
September 28, 2007. |