Form S-8 StarTek, Inc.
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E-mailRegistration Number 333-_______________
As filed with the Securities and Exchange Commission on August 9, 2016.
UNITED STATES
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 (State or other jurisdiction of incorporation or organization) | 84-1370538 (I.R.S. employer Identification No.) | |
8200 E. Maplewood Ave., Suite 100 Greenwood Village, Colorado (Address of principal executive offices) | 80111 (Zip code) | |
CFO INDUCEMENT NON-STATUTORY STOCK OPTION AGREEMENT
(Full title of the plan)
Donald Norsworthy
Senior Vice President, Chief Financial Officer and Treasurer
StarTek, Inc.
8200 E. Maplewood Ave., Suite 100
Greenwood Village, Colorado 80111
(Name and address of agent for service)
(303) 262-4500
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer X | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) | ||||||
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee | ||||||||
Common Stock | 75,000 shares | $ | 4.315 | $ | 323,625 | $ | 32.59 | |||||
1 | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement will also cover any additional shares of common stock that become issuable under the CFO Inducement Non-Statutory Stock Option Agreement by reason of any stock dividend, stock split, reorganization or other similar transaction effected without the registrant’s receipt of consideration that results in an increase in the number of outstanding shares of the registrant’s common stock. | |||||||||||
2 | Estimated solely for purposes of calculating the registration fee. Based on the average high and low prices reported on the New York Stock Exchange on August 3, 2016, pursuant to Rule 457(c) and 457(h)(1). | |||||||||||
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering 75,000 shares of common stock, par value $0.01 per share (“Common Stock”), of StarTek, Inc. (the “Company”) to be issued pursuant to an Inducement Non-Statutory Stock Option Agreement granted November 16, 2015 between the Company and Donald Norsworthy (the “Option Agreement”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information required by Part I of Form S-8 will be sent or given to employee as specified by Rule 428(b)(1) under the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this Registration Statement the following documents:
(a) The Company’s Annual Report on Form 10-K for the year ended December 31, 2015,
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act (as defined below) since the end of the fiscal year covered by the Annual Report referred to in (a) above, and
(c) The description of the Company’s common stock, par value $0.01 per share, contained in the Registration Statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
In addition, all other reports and documents filed by the Company with the Securities and Exchange Commission (the “Commission”) 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 (except for portions of the Company’s current reports furnished, as opposed to filed, on Form 8-K), and prior to the filing of a post-effective amendment that indicates that all the securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents with the Commission.
Any statement contained in a document incorporated, or deemed to be incorporated, by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or incorporated by reference or in any other subsequently filed document that also is or is deemed to be incorporated by reference modifies or supersedes the 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law (“DGCL”), a corporation may indemnify its directors, officers, employees and agents and its former directors, officers, employees and agents and those who serve, at the corporation’s request, in such capacities with another enterprise, against expenses (including attorneys’ fees), as well as judgments, fines and settlements in nonderivative lawsuits, actually and reasonably incurred in connection with the defense of any action, suit or proceeding in which they or any of them were or are made parties or are threatened to be made parties by reason of their serving or having served in such capacity. The DGCL provides, however, that such person must have acted in good faith and in a manner such person reasonably believed to be in (or not opposed to) the best interests of the corporation and, in the case of a criminal action, such person must have had no reasonable cause to believe his or her conduct was unlawful. In addition, the DGCL does not permit indemnification in an action or suit by or in the right of the corporation, where such person has been adjudged liable to the corporation, unless, and only to the extent that, a court determines that such person fairly and reasonably is entitled to indemnity for costs the court deems proper in light of liability adjudication. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended.
Article VIII of the Company’s Restated Certificate of Incorporation and Article V of the Company’s Restated Bylaws require the Company to indemnify any director or officer of the Company to the fullest extent permitted by the DGCL. Pursuant to Article V of the Company’s Restated Bylaws, the Company is required to indemnify a director or officer of the Company in connection with a proceeding (or part thereof) initiated by such director or officer only if the proceeding (or part thereof) was authorized by the Company’s board of directors, except that the Company must indemnify a director or officer of the Company against expenses incurred by such director or officer in a successful (in whole or in part) prosecution of such director’s or officer’s unpaid claim for indemnification.
Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock purchase and redemption); or (4) for any transaction from which the director derived an improper personal benefit.
Article VII of the Company’s Restated Certificate of Incorporation provides that, to the fullest extent that the DGCL permits the limitation or elimination of the liability of directors, a director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Neither the amendment nor repeal of such Article VII will apply to or have any effect on the liability or alleged liability of any director of the Company with respect to any acts or omissions of such director occurring prior to such amendment.
The Company has entered into indemnification agreements with all of its directors and executive officers and has purchased directors’ and officers’ liability insurance. The indemnification agreements may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, to the maximum extent allowed under the Company’s Restated Certificate of Incorporation, the Company’s Restated Bylaws and the DGCL, as described above. These indemnification agreements may also require the Company to advance any expenses incurred by its directors or officers as a result of any proceeding against them as to which they could be indemnified.
Item 7. Exemption From Registration Claimed.
Not applicable.
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 | ||
3.1 | Restated Certificate of Incorporation of StarTek, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 Registration Statement, filed January 29, 1997). | ||
3.2 | Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 21, 1999 (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999, filed on March 8, 2000). | ||
3.3 | Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 23, 2000 (incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, filed on August 14, 2000). | ||
3.4 | Amended and Restated Bylaws of StarTek, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on November 1, 2011). | ||
4.1 | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007, filed on November 6, 2007). | ||
4.2 | Non-Statutory Stock Option Agreement granted November 11, 2015 between StarTek, Inc. and Donald Norsworthy. | ||
5.1 | Opinion of Faegre Baker Daniels LLP. | ||
23.1 | Consent of EKS&H LLLP. | ||
23.2 | Consent of Ernst & Young, LLP. | ||
23.3 | Consent of Faegre Baker Daniels LLP (included in Exhibit 5.1). | ||
Item 9. Undertakings.
A. Post-Effective Amendments.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(b) 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 is registered) and 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;
(c) 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;
provided, however, that paragraphs (a) and (b) above will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in this registration statement.
(2) 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.
(3) 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.
B. Subsequent Documents Incorporated by Reference.
The undersigned 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 Securities 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. Claims for Indemnification.
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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 other 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 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on August 9, 2016.
STARTEK, INC. | ||||
By: | /s/ Chad A. Carlson | |||
Chad A. Carlson | ||||
President and Chief Executive Officer | ||||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chad A. Carlson and Donald Norsworthy or either of them (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and on his or her behalf to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and any documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done.
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/ Chad A. Carlson Chad A. Carlson Principal Executive Officer | Director, President and Chief Executive Officer* | August 9, 2016 | ||
/s/Donald Norsworthy Donald Norsworthy Principal Accounting and Financial Officer | Senior Vice President, Chief Financial Officer and Treasurer | August 9, 2016 | ||
/s/ Ed Zschau Ed Zschau | Chairman of the Board* | August 9, 2016 | ||
/s/ Arnaud Ajdler Arnaud Ajdler | Director* | August 9, 2016 | ||
/s/ Jack D. Plating Jack D. Plating | Director* | August 9, 2016 | ||
/s/ Benjamin L. Rosenzweig Benjamin L. Rosenzweig | Director* | August 9, 2016 | ||
/s/ Robert Sheft Robert Sheft | Director* | August 9, 2016 | ||
* | These directors constitute a majority of the Board of Directors. | |
Exhibit Index
Exhibit No. | Description | ||
3.1 | Restated Certificate of Incorporation of StarTek, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 Registration Statement, filed January 29, 1997). | ||
3.2 | Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 21, 1999 (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999, filed on March 8, 2000). | ||
3.3 | Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 23, 2000 (incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, filed on August 14, 2000). | ||
3.4 | Amended and Restated Bylaws of StarTek, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on November 1, 2011). | ||
4.1 | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007, filed on November 6, 2007). | ||
4.2 | Non-Statutory Stock Option Agreement granted November 15, 2016 between StarTek, Inc. and Donald Norsworthy. | ||
5.1 | Opinion of Faegre Baker Daniels LLP. | ||
23.1 | Consent of EKS&H LLLP. | ||
23.2 | Consent of Ernst & Young, LLP. | ||
23.3 | Consent of Faegre Baker Daniels LLP (included in Exhibit 5.1). | ||
Exhibit 4.2
STARTEK, Inc.
2008 Equity Incentive Plan
Non-Statutory Stock Option Agreement
Don Norsworthy
Name of Participant:Don Norsworthy | |
Number of Shares Covered:75,000 | Date of Grant: November 16, 2015 |
Exercise Price Per Share: $3.80 | Expiration Date: November 16, 2025 |
Exercise Schedule: November 16, 2018/100% | |
This is a Non‑Statutory Stock Option Agreement (the “Agreement”), effective as of the Date of Grant specified above, between STARTEK, Inc., a Delaware corporation (the “Company”), and you, the Participant identified above.
Background*
A. The Company maintains the STARTEK, Inc. 2008 Equity Incentive Plan (the “Plan”).
B. The Committee has determined that you are eligible to receive this Non-Statutory Stock Option on the terms and subject to the provisions of the Plan, but not granted pursuant to the Plan. This award is granted as an inducement grant in reliance on the employment inducement award exemption under the listing standards of the New York Stock Exchange.
C. For the sake of clarity, this Agreement replaces and supersedes the Non-Statutory Stock Option Agreement between you and the Company also dated as of February 15, 2016, which option had the identical terms as set forth herein, except that such option inadvertently purported to be granted under the Plan.
D. The Company hereby grants such an option to you subject to the following terms and conditions:
Terms and Conditions
1. Grant. You are granted an option to purchase the number of Shares specified in the table at the beginning of this Agreement (the “Option”).
2. Exercise Price. The purchase price to you of each Share subject to the Option will be the Exercise Price specified in the table at the beginning of this Agreement.
3. Non-Statutory Stock Option. The Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
_____________________________________________________________________________________
*Any capitalized term used in this Agreement shall have the meaning set forth in this Agreement (including in the table at the beginning of this Agreement) or, if not defined in this Agreement, set forth in the Plan as it currently exists or as it is amended in the future.
4. Exercise Schedule. The Option will vest and become exercisable as to the number of Shares and on the dates specified in the Exercise Schedule in the table at the beginning of this Agreement. The Exercise Schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired, terminated or been cancelled, you (or the person otherwise entitled to exercise the Option as provided herein) may exercise it and purchase all or any portion of the Shares that may then be purchased under the Exercise Schedule. The Option may also be exercised on an accelerated basis (notwithstanding the Exercise Schedule) as and to the extent described in Section 8 of this Agreement, if it has not expired prior thereto.
5. | Expiration. The Option will expire at 5:00 p.m. Mountain Time on the earliest of: |
(a) The Expiration Date specified in the table at the beginning of this Agreement (which date shall not be later than ten years after the Date of Grant);
(b) The last day of the period after the termination of your Service during which the Option can be exercised (as specified in Section 7 of this Agreement);
(c) The date your Service is terminated for Cause; or
(d) The date (if any) the Option is cancelled pursuant to Section 14 of the Plan.
No one may exercise the Option, in whole or in part, after it has expired, notwithstanding any other provision of this Agreement.
6. | Procedure to Exercise Option. |
(a) Notice of Exercise. The Option may be exercised by delivering written or electronic notice of exercise, in a form prescribed by the Committee, to the Company’s Secretary at the Company’s headquarters, or to the Company’s outside Plan administrator if one has been appointed. The notice shall state the number of Shares to be purchased, and shall be signed (or authenticated if in electronic form) by the person exercising the Option. If you are not the person exercising the Option, the person exercising must also submit appropriate proof of his/her right to exercise the Option.
(b) Tender of Payment. Upon giving notice of any exercise hereunder, you shall provide for payment of the purchase price of the Shares being purchased and the amount of any tax withholding required in connection with such exercise as provided in Section 16 of the Plan through one or a combination of the following methods:
(1) Cash (including check, bank draft or money order);
(2) To the extent permitted by law, through a broker-assisted cashless exercise in which you irrevocably instruct a broker to deliver to the Company proceeds of a sale of all or a portion of the Shares to be issued pursuant to the exercise in payment of the purchase price of such Shares and the amount of any applicable withholding tax;
(3) By delivery to the Company of unencumbered Shares having an aggregate Fair Market Value on the date of exercise equal to the purchase price of such Shares and the amount of any applicable withholding tax (or in lieu of such delivery, by tender through attestation of such Shares in accordance with such procedures as the Committee may permit); or
(4) By authorizing the Company to retain, from the total number of Shares as to which the Option is exercised, that number of Shares having an aggregate Fair Market Value on the date of exercise
equal to the purchase price for the total number of Shares as to which the Option is exercised and the amount of any applicable withholding tax.
Notwithstanding the foregoing, you shall not be permitted to pay any portion of the purchase price with Shares, or by authorizing the Company to retain Shares upon exercise of the Option, if the Committee, in its sole discretion, determines that payment in such manner is undesirable.
(c) Delivery of Shares. Subject to Section 22(c) of the Plan, as soon as practicable after the Company receives the notice and payments provided for above, it shall deliver to the person exercising the Option, in the name of such person, the Shares being purchased (net of the number of Shares sold or withheld, if any, to pay the exercise price and withholding tax), as evidenced by issuance of a stock certificate or certificates, electronic delivery of such Shares to a brokerage account designated by such person, or book-entry registration of such Shares with the Company’s transfer agent. The Company shall pay any original issue or transfer taxes with respect to the issue or transfer of the Shares and all fees and expenses incurred by it in connection therewith. All Shares so issued shall be fully paid and non-assessable.
7. Continuous Service Requirement. Except as otherwise provided in this Section 7, the Option may be exercised only if you have continuously provided Service to the Company or an Affiliate since the Date of Grant and continue to provide Service on the exercise date. However, the Option may be exercised after termination of your Service (but in no event after the expiration of the Option) in the following situations:
(a) The Option may be exercised for six months after termination of your Service because of death or Disability, but only to the extent that it was exercisable immediately prior to the termination of Service.
(b) The Option may be exercised for three months after termination of your Service for any reason other than death, Disability or Cause, but only to the extent that it was exercisable immediately prior to the termination of Service.
(c) If your Service terminates after a declaration made pursuant to Section 14 of the Plan in connection with a Corporate Transaction, the Option may be exercised at any time permitted by such declaration.
8. | Acceleration of Vesting. |
(a) Change in Control. If a Change in Control shall occur, then this Option shall immediately become exercisable with respect to 50% of the Shares as to which such Option was not yet exercisable immediately prior to the Change in Control. The number of Shares scheduled to become vested and exercisable on each date specified in the Exercise Schedule after the date of the Change in Control will be correspondingly reduced by 50%.
(b) Termination after Change in Control. If, in connection with a Change in Control, this Option is either (i) continued in effect by the Company, or (ii) assumed or replaced by the surviving or successor corporation or its Parent, and if within two years after the Change in Control you experience an involuntary termination of Service for reasons other than Cause, then this Option shall immediately become exercisable in full and shall remain exercisable for twenty-four months (but not beyond the Expiration Date).
(c) Corporate Transaction. In the event of a Corporate Transaction, at the time of any declaration pursuant to Section 14(b) of the Plan, this Option, if not already exercised in full or otherwise terminated, expired or cancelled, shall become immediately exercisable in full and shall remain exercisable during the period preceding the time of cancellation of the Option pursuant to such declaration.
9. Limitation on Transfer. During your lifetime, only you or your guardian or legal representative may exercise the Option. You may not assign or transfer the Option other than (i) by will or the laws of descent and distribution, or (ii) by gift to any “family member” (as defined in Section 6(c) of the Plan) of yours.
10. No Stockholder Rights Before Exercise. No person shall have any rights as a stockholder with respect to any Shares subject to the Option until the Shares actually are issued to such person upon exercise of the Option.
11. Changes in Capitalization. If an “equity restructuring” (as defined in Section 18 of the Plan) occurs that causes the per share value of the Shares to change, the Committee shall make such equitable adjustments to the Option as are contemplated by Section 18 of the Plan in order to avoid dilution or enlargement of your rights hereunder. The Committee may make such equitable adjustments to this Option as and to the extent provided in Section 18 of the Plan in connection with other changes in the Company’s capitalization contemplated by Section 18 of the Plan.
12. Interpretation of This Agreement. All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon you and the Company.
13. Discontinuance of Service. Neither this Agreement nor the Option shall confer on you any right with respect to continued Service with the Company or any of its Affiliates, nor interfere in any way with the right of the Company or any Affiliate to terminate such Service. Nothing in this Agreement shall be construed as creating an employment contract for any specified term between you and the Company or any Affiliate.
14. Option Subject to Plan. The Option evidenced by this Agreement is subject to the terms of the Plan, the terms of which are hereby made a part of this Agreement. This Agreement shall in all respects be interpreted in accordance with the terms of the Plan. If any terms of this Agreement conflict with the terms of the Plan, the terms of the Plan shall control, except as the Plan specifically provides otherwise.
15. Obligation to Reserve Sufficient Shares. The Company shall at all times during the term of the Option reserve and keep available a sufficient number of Shares to satisfy this Agreement.
16. Binding Effect. This Agreement shall be binding in all respects on your heirs, representatives, successors and assigns.
17. Choice of Law. This Agreement is entered into under the laws of the State of Delaware and shall be construed and interpreted thereunder (without regard to its conflict of law principles).
You and the Company have executed this Agreement as of August 8, 2016.
PARTICIPANT’s SIGNATURE
/s/ Don Norsworthy
Don Norsworthy
ON BEHALF OF STARTEK, INC.
By: /s/ Chad A. Carlson
Its President and Chief Executive Officer
fb.us.2631923.02
Exhibit 5.1
August 9, 2016
Securities and Exchange Commission
100 F St., N.E.
Washington, D.C. 20549
Re: StarTek, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to StarTek, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance by the Company of up to 75,000 shares of common stock, par value $0.01 per share, of the Company pursuant to the inducement Non-Statutory Stock Option Agreement dated November 16, 2015 between the Company and Donald Norsworthy (the “Option Agreement”).
We have examined the Registration Statement and the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinions set forth below, we have assumed (i) the genuineness of all signatures, (ii) the legal capacity of natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and (v) the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the shares to be issued in accordance with the Option Agreement and that, when issued and sold as contemplated in the Registration Statement and in accordance with the Option Agreement, such shares will be legally issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law. This opinion speaks only as of the date the Registration Statement becomes effective under the Securities Act and we assume no obligation to revise or supplement this opinion thereafter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.
FAEGRE BAKER DANIELS LLP
By: /s/ Amy C. Seidel
Amy C. Seidel
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the CFO Inducement Non-Statutory Stock Option Agreement of our report dated March 11, 2016, with respect to the consolidated financial statements of StarTek, Inc. included in the Annual Report (Form 10-K) of StarTek, Inc. for the year ended December 31, 2015.
/s/ EKS&H LLLP
Denver, Colorado
August 9, 2016
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the CFO Inducement Non-Statutory Stock Option Agreement of our report dated March 7, 2014, with respect to the consolidated financial statements of StarTek, Inc. for the year ended December 31, 2013 included in the Annual Report (Form 10-K) for the year ended December 31, 2015.
/s/ Ernst & Young LLP
Denver, Colorado
August 9, 2016
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