-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FlNit5DZS8NYkZ+HcBiSKwzaTMdpXzjz2Lei23Qd/qTKHNFKFxyQ8C6pPk3pQ8vG iW1J3rHJiEr6GGC7SrxtBA== 0000897069-05-000915.txt : 20050411 0000897069-05-000915.hdr.sgml : 20050411 20050411133936 ACCESSION NUMBER: 0000897069-05-000915 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050411 DATE AS OF CHANGE: 20050411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SYKES JOHN H CENTRAL INDEX KEY: 0001034417 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28274 FILM NUMBER: 05743574 BUSINESS ADDRESS: BUSINESS PHONE: 8132741000 MAIL ADDRESS: STREET 1: 100 NORTH TAMPA STREET STREET 2: SUITE 3900 CITY: TAMPA STATE: FL ZIP: 33602 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SYKES ENTERPRISES INC CENTRAL INDEX KEY: 0001010612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 561383460 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 NORTH TAMPA ST STREET 2: STE 3900 CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: 8132741000 MAIL ADDRESS: STREET 1: 100 NORTH TAMPA ST STREET 2: STE 3900 CITY: TAMPA STATE: FL ZIP: 33602 5 1 form5_johnsykes2004ex.xml X0202 5 2004-12-31 0 0 1 0001010612 SYKES ENTERPRISES INC SYKE 0001034417 SYKES JOHN H 400 ASHLEY DRIVE. NO. SUITE 2800 TAMPA FL 33602 1 0 1 1 Chairman Common Stock 2004-12-09 4 J 0 L 450000 D 13061475 I By Limited Partnership Common Stock 2004-12-27 4 J 0 L 160000 D 12901475 I By Limited Partnership Common Stock 7950 I By Spouse Option (right to buy) 9.1 2002-01-08 2012-01-08 Common Stock 1250000 1250000 D Contract 2004-12-09 4 J 0 L 450000 D 2004-12-09 Common Stock 450000 0 I By Limited Partnership Contract 2004-12-27 4 J 0 160000 D 2004-12-09 Common Stock 160000 0 I By Limited Partnership See exhibit attached. See exhibit attached. See exhibit attached. See exhibit attached. See exhibit attached. See exhibit attached. See exhibit attached. See exhibit attached. /s/ Martin A. Traber, as Attorney-In-Fact for John H. Sykes 2005-04-11 EX-99 2 exhibit99_johnsykes.htm

EXHIBIT 99

1.

The transactions reported on this Form 5 were effected pursuant to Rule 10b5-1 trading plan adopted by Reporting Person on December 2, 2003.


2.

On December 2, 2003, the Reporting Person entered into a Prepaid Forward Agreement (the “Forward Agreement”) relating to the forward sale of 1.15 million shares of Sykes common stock in three tranches. In connection with the first tranche to be executed pursuant to the Forward Agreement, on January 7, 8, and 9, 2004, the counterparty to the Forward Agreement sold 450,000 shares of Sykes common stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted-average per share price equal to $8.8305 (the “First Floor Price”). The terms of the first tranche provide that three business days after December 9, 2004 (the “Maturity Date”), the Reporting Person will deliver to the counterparty to the Forward Agreement a number of shares of Sykes common stock (or, at the election of the Reporting Person, the cash equivalent of such shares based on the following:


A.

If the price per share of Sykes common stock, determined in accordance with the terms of the tranche, on the Maturity Date (the “Final Price”) is equal to or less than the First Floor Price, the Reporting Person will deliver 450,000 shares;


B.

If the Final Price is greater than the First Floor Price but less than $10.1551 (the “First Cap Price”), the Reporting Person will deliver a number of shares equal to First Floor Price/Final Price x 450,000;


C.

If the Final Price is equal to or greater than the First Cap Price, the Reporting Person will deliver a number of shares equal to the product of (i) 450,000 x (ii) the sum of (First Floor Price/Final Price) + (Final Price-First Cap Price/Final Price).


In consideration of the Forward Agreement, the Reporting Person received $3,683,643.08.

3.

On the Maturity Date, the Final Price was $8.1859. Therefore, the Reporting Person delivered 450,000 shares of Sykes common stock, and no other obligations with respect to the first tranche of the Forward Agreement exist.


4.

Shares owned by Mr. Sykes through Jopar Investments Limited Partnership, a North Carolina limited partnership in which Mr. Sykes is the sole limited partner and the sole shareholder of the limited partnership’s sole general partner.


5.

The Reporting Person disclaims beneficial ownership of such shares.


6.

In connection with the second tranche to be executed pursuant to the Forward Agreement, on January 22, 23, 26, and 27, 2004, the counterparty to the Forward Agreement sold 160,000 shares of Sykes common stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted-average per share price equal to $9.2856 (the “Second Floor Price”). The terms of the second tranche provide that on the Maturity Date the Reporting Person will deliver to the counterparty to the Forward Agreement a number of shares of Sykes common stock (or, at the election of the Reporting Person, the cash equivalent of such shares based on the following:


A.

If the price per share of Sykes common stock, determined in accordance with the terms of the tranche, on the Maturity Date (the “Final Price”) is equal to or less than the Second Floor Price, the Reporting Person will deliver 160,000 shares;


B.

If the Final Price is greater than the Second Floor Price but less than $10.6784 (the “Second Cap Price”), the Reporting Person will deliver a number of shares equal to Second Floor Price/Final Price x 160,000;


C.

If the Final Price is equal to or greater than the Second Cap Price, the Reporting Person will deliver a number of shares equal to the product of (i) 160,000 x (ii) the sum of (Second Floor Price/Final Price) + (Final Price-Second Cap Price/Final Price).


In consideration of the second trance of the Forward Agreement, the Reporting Person received $1,377,240.19.

7.

On the Maturity Date, the Final Price was $8.6078. Therefore, the Reporting Person delivered 160,000 shares of Sykes common stock, and no other obligations with respect to the second tranche of the Forward Agreement exist.


8.

Grant of stock options to the Reporting Person pursuant to the Company’s 2001 Equity Incentive Plan. 250,000 of these options vested and became exercisable on the grant date and the remaining 1,000,000 vested and became exercisable in increments of 250,000 options upon satisfaction of certain performance objectives as of April 23, 2002, July 29, 2002, October 28, 2002 and February 10, 2003.


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