U.S. 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): August 1, 2005
STARTEK, INC.
(Exact name of Registrant as specified in its charter)
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| DELAWARE
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1-12793
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84-1370538 |
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| (State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
100 Garfield Street, Denver, Colorado 80206
(Address of principal executive offices; zip code)
(303) 399-2400
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, 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):
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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 1.01. |
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Entry Into Material Definitive Agreement |
On August 1, 2005, StarTek, Inc. and Rodd E. Granger entered into an offer letter in connection
with the appointment of Mr. Granger as Executive Vice President and Chief Financial Officer of
StarTek, Inc. The letter provides for an annual salary of $220,000 per year, subject to future
increases based upon performance and goal achievements. Mr. Granger is eligible to participate in
the StarTek Leadership Incentive Plan, wherein he may receive a bonus of up to 50% of his actual
base earnings effective as of August 1, 2005. The portion of the aforementioned 50% bonus that Mr.
Granger receives is dependent on the level of achievement toward corporate-wide financial targets,
as described in the StarTek Leadership Incentive Plan. Mr. Granger was also awarded 65,000 shares
of StarTek, Inc. common stock at a strike price of $16.52, the price of StarTek, Inc.’s common
stock as of the close of the stock market on Friday July 29, 2005. These options will vest ratably
over a 5 year period.
If Mr. Granger’s employment at StarTek, Inc. terminates for any reason other than “cause,” he will
receive twelve months of severance. For the purposes of this agreement, “cause” shall require a
reasonable good faith determination by StarTek, Inc. and is defined as (1) an act or acts
constituting a felony; (2) an act or acts constituting dishonesty or disloyalty with respect to
StarTek; (3) an act or acts constituting fraud; and/or (4) an act or acts that materially adversely
affect StarTek’s business or reputation.
Mr. Granger previously signed a standard Form of Indemnification Agreement with StarTek, Inc. upon
his initial appointment to Interim CFO in May of 2005. This Indemnification Agreement is hereby
incorporated by reference to Exhibit 10.49 to our Form 10-K for the year ended December 31, 2004.
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| ITEM 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On August 1, 2005, StarTek, Inc. appointed Rodd E. Granger as Executive Vice President and Chief
Financial Officer, effective immediately. Mr. Granger, 40, has been a Vice President of StarTek
since July 2004, and previously served as Interim Chief Financial Officer from October 1, 2004, to
January 3, 2005 and from March 1, 2005 to August 1, 2005. From 1997 to July 2003, he held several
officer level positions at TeleTech Holdings, Inc., most recently as Vice President — Global
Pricing Strategies. Prior to joining TeleTech, Mr. Granger worked in finance at US West
Communications and was an audit manager with KPMG Peat Marwick.
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| Exhibit No. |
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Description |
10.23
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Offer Letter for Rodd E. Granger, effective as of August 1, 2005 |