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OMB Number: 3235-0058
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SEC FILE NUMBER |
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001-11919
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CUSIP NUMBER |
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879 939 106
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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o Form 10-K
o Form 20-F
o Form 11-K
þ Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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September 30, 2007 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
Englewood, Colorado 80112
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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o |
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
TeleTech Holdings, Inc. (TeleTech) plans to file its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2007 (Form 10-Q) as soon as practicable, but does not expect that it
will be filed on or before the fifth calendar day following the required filing date as prescribed
in Rule 12b-25. As disclosed in the Companys current report on Form 8-K filed with the SEC on
November 9, 2007, the Companys Audit Committee is conducting a review of the Companys accounting
for equity-based compensation practices. The review is being conducted with the assistance of
outside legal counsel and accounting experts and will cover equity grants for the periods from 1996
through 2007. However, at this time, the review is ongoing and the Company will not be in a
position to file the Form 10-Q until after the completion of the review and until the Company can
determine the proper periods to record non-cash adjustments to compensation expense related to
prior equity grants or resulting tax impacts. The Company does not presently expect that such
review will be completed within the prescribed time period for the filing of such Form 10-Q
(including the 5-day extension under Rule 12b-25).
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SEC 1344 (05-06) |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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(Attach extra Sheets if Needed)
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification |
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Alan
Schutzman, Executive Vice President, General Counsel and Secretary |
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(303) |
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397-8747 |
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(Area Code)
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(Telephone Number) |
(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
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Yes þ No o
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(3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes þ No o
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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On November 8, 2007, TeleTech issued a press release reporting the following preliminary results of
operations:
TeleTech reported record third quarter 2007 revenue of $335.8 million, a 10.5 percent
increase over the year-ago quarter. Revenue from services performed for clients in
offshore locations grew approximately 33 percent to $136.5 million in the third quarter
2007 and represented 41 percent of total revenue. Year to date, revenue from services
performed for clients in offshore locations grew approximately 41 percent to $396 million
and represented nearly 40 percent of total revenue.
On September 28, 2007, TeleTech sold substantially all of the assets and certain
liabilities related to Newgen Results Corporation (Newgen), its database marketing and
consulting segment, as part of the companys review of strategic alternatives for this
business. The sale of this business resulted in a pre-tax disposition charge, net of a
software sale, during the third quarter of $7.0 million, of which approximately $2 million
were cash related expenses. Of this $7.0 million, $3.1 million has been recorded as an
asset impairment and restructuring charge which reduced preliminary income from
operations, and the remainder was recorded as a loss on the sale of assets and is
reflected in Other Income (Expense).
Preliminary income from operations in the third quarter 2007 was $25.9 million. Included
in third quarter 2007 income from operations was a total of $4.8 million in asset
impairment and restructuring charges. Excluding these charges, preliminary income from
operations was $30.7 million, or 9.1 percent of revenue.
TeleTech believes that it cannot make reasonable estimates regarding additional aspects of its
results of operations due to the possible adjustments that may be required as a result of the
review of its accounting for equity-based compensation practices.
TeleTechs failure to timely file the Form 10-Q and its other required reports under the Securities
and Exchange Act of 1934 is a potential default under its credit facility. TeleTech will not be
able to timely provide the financial statements that it is required to provide to the lenders on
this facility, and as a result, TeleTech intends to request a waiver of this potential default.
If TeleTech does not obtain a waiver, the lenders may cease lending additional funds and may
require immediate repayment of all outstanding balances under the credit facility. Furthermore,
the failure to timely file may affect TeleTechs ability to meet the requirements of the NASDAQ
Stock Market for continued listing of its common stock.
There are many risk factors that may cause the actual results of TeleTechs operations to differ
from those that have been reported or are expected. These potential risks and uncertainties
include, among other things, any adjustments that may be required in connection with the ongoing
review of TeleTechs accounting for equity-based compensation plans; the review and possible
conclusions may have an impact on the amount and timing of previously awarded non-cash equity-based
compensation expense for current and previous financial periods; the effect of TeleTechs failure
to timely file all of its required reports under the Securities and Exchange Act of 1934, including
the potential of a default under its credit facility; its ability to meet the requirements of the
NASDAQ Stock Market for continued listing of its shares; potential claims and proceedings relating
to such matters, including shareholder litigation and action by the SEC and/or other governmental
agencies; and negative tax or other implications for TeleTech resulting from any accounting
adjustments. More information about these and other factors affecting TeleTechs business and
prospects is contained in TeleTechs November 8, 2007 press release and its periodic filings with
the SEC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date
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November 13, 2007 |
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By |
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/s/ Kenneth D. Tuchman |
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KENNETH D. TUCHMAN |
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Chief Executive Officer |