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): May 22, 2008
Sykes
Enterprises, Incorporated
(Exact name of registrant as specified in its charter)
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| Florida
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0-28274
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56-1383460 |
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| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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Identification No.) |
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| 400 N. Ashley Drive, Tampa,
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33602 |
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| (Address of principal executive
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(Zip Code) |
| offices) |
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Registrant’s telephone number, including area code: (813) 274-1000
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.05 |
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Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code
of Ethics. |
Waivers of Code of Ethics
On May 22, 2008, the Board of Directors of the Company approved two waivers of the provisions
of the Company’s Code of Ethics, which provides that all material transactions and relationships
involving a potential conflict of interest for any executive officer or director of the Company
must be approved in advance by the Board, and that no officer or employee of the Company may, on
behalf of the Company, authorize or approve any transaction or relationship, or enter into any
agreement, if they are aware that an executive officer or a director of the Company, or any member
of any such person’s family, may have a personal interest in such transaction or relationship,
without such Board approval.
The first waiver related to the entry, on January 25, 2008, into a real estate lease for a
35,000 square foot customer contact management center located in Kingstree, South Carolina, with
Kingstree Office One, LLC. Kingstree Office One is an entity controlled by John H. Sykes, the
Company’s founder, former Chairman and Chief Executive Officer and a current major stockholder and
the father of Charles E. Sykes, the Chief Executive Officer and a Director of the Company.
The second waiver related to the entry, on January 1, 2008, into an oral agreement with JHS
Equity, LLC, a company owned by John H. Sykes, pursuant to which the Company agreed to pay $400 per
hour, and reimbursement for actual out of pocket expenses, for transitional real estate consulting
services to be performed for the Company by David P. Reule, the Company’s former Senior Vice
President of Real Estate who retired in December, 2007. Such services are to be performed on an
as-requested basis. Between January 1, 2008 and May 21, 2008, the Company paid
$99,420.39 to JHS Equity under such agreement.
Although the Company’s management conferred with members of the Board and Audit Committee
regarding these transactions, they inadvertently neglected to obtain formal prior approval from the
Company’s Audit Committee and Board of Directors. The Audit Committee approved the transactions
and agreements on May 21, 2008, and recommended approval to the full Board which approved them on
May 22, 2008. Both of these transactions were disclosed in Note 16 to the Company’s quarterly
report on Form 10-Q filed on May 7, 2008. Copies of the lease agreement and the continuing
services agreement which replaces the oral agreement with JHS Equity are attached to this report as
exhibits.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(c) Exhibits.
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Exhibit 99.1
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Lease Agreement, dated January 25, 2008, Lease Amendment
Number One and Lease Amendment Number Two dated February 12,
2008 and May 28, 2008 respectively, between Sykes
Enterprises, Incorporated and Kingstree Office One, LLC. |
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