As filed with the Securities and Exchange Commission on June 13, 2019

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

STARTEK, INC.

(Exact name of registrant as specified in its charter)

Delaware		84-1370538
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Carrara Place

4th Floor Suite 485

6200 South Syracuse Way

Greenwood Village, Colorado 80111

(303) 262-4500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Lance Rosenzweig

President and Global CEO

StarTek Inc.

Carrara Place

4th Floor Suite 485

6200 South Syracuse Way

Greenwood Village, Colorado 80111

(303) 262-4500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Jeffrey R. Kesselman, Esq.

Sherman & Howard L.L.C.

633 Seventeenth Street, Suite 3000

Denver, Colorado 80202

(303) 297-2900

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company x
	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. o

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum offering price per share (1)		Proposed maximum aggregate offering price (1)		Amount of registration fee
Common Stock, par value $0.01 per share	692,520 shares	$	7.88	$	5,457,057.60	$	661.40

(1) Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(c) under the Securities Act of 1933. The maximum price per share information is based on the average of the high and the low sale prices of StarTek, Inc. Common Stock reported on the New York Stock Exchange on June 11, 2019.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion June 13, 2019

PRELIMINARY PROSPECTUS

692,520 Shares

StarTek, Inc.

Common Stock

(par value, $0.01 per share)

This prospectus relates to the public offering, from time to time, by the stockholders of StarTek, Inc. listed in the section titled “Selling Stockholders” of up to 692,520 shares of our common stock. All of the shares offered by this prospectus were originally issued by us in connection with a private placement that was consummated on May 17, 2019.

The price to the public for the shares and the proceeds to the selling stockholders will depend upon the market price of the securities when sold. The shares covered by this prospectus represent approximately 1.80% of the total shares of common stock outstanding on June 8, 2019. We will not receive any of the proceeds from the sales of the shares by the selling stockholders.

Our common stock is traded on the New York Stock Exchange under the symbol “SRT.’’ On June 11, 2019, the last reported sale price on the New York Stock Exchange for our common stock was $7.88 per share.

You should rely on only the information included in this prospectus or any supplement to this prospectus or incorporated by reference into this prospectus. We have not authorized anyone else to provide you with different information. Neither the delivery of this prospectus nor any sale of the shares of our common stock shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus.

An investment in these securities involves a high degree of risk. You should carefully review ‘‘Risk Factors’’ beginning on page 3 for a discussion of certain matters you should consider when investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. It is a crime to make any representation to the contrary.

The date of this prospectus is , 2019

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SELLING STOCKHOLDERS

We have registered for resale a total of 692,520 shares of common stock covered by this prospectus on behalf of the selling stockholders. All of the shares offered by this prospectus were originally issued by us in connection with a private placement that was consummated on May 17, 2019. In connection with such private placement, we entered into a registration rights agreement with each of the selling stockholders (the “Registration Rights Agreement”) and we are filing the registration statement of which this prospectus forms a part, pursuant to the provisions of such Registration Rights Agreement.

Subject to the terms and conditions of the Registration Rights Agreement, we agreed to file this registration statement and to keep this registration statement effective until the earlier of (i) the date that all of the shares become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 and certain other conditions have been satisfied, or (ii) all of the shares have been sold or otherwise disposed of pursuant to this registration statement or in a transaction in which the transferee receives freely tradable shares.

Based upon information provided to us by the selling stockholders, the following table sets forth the names of the selling stockholders, the number of shares of common stock owned prior to this offering and the percentage of our outstanding common stock which such shares represented on June 8, 2019, the number of shares registered by this prospectus and the number of shares of common stock that will be owned by each selling stockholder after the sale of the registered shares and the percentage of outstanding common stock which such shares represented on June 8, 2019, assuming all of the shares offered hereby are sold. We do not know how long the selling stockholders will hold the shares before selling them or if they will sell them, and we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale of any of the shares.

	Shares Beneficially Owned Prior to the Offering			Maximum Number of Shares being	Shares Beneficially Owned After Completion of the Offering
Name	Number	Percent		Offered	Number	Percent
CSP Alpha Holdings Parent Pte Ltd. (1)	21,235,032	55.25	%	100,267	21,134,765	55.0	%
Advance Crest Investments Limited (1)	274,064	.71	%	274,064	0	0	%
Clayton Capital Appreciation Fund, L.P.	872,298	2.27	%	100,267	772,031	2.0	%
Omar A. Samalot and Michelle E. Sebastian, as Joint Tenants With Rights of Survivorship	192,175	.50	%	117,000	75,175	.2	%
Mark T. Lindee	844,600	2.20	%	67,500	777,100	2.0	%
The Lebowitz Family Trust Dated October 7, 1986, Trustees Steven D. Lebowitz and Deborah Paul Lebowitz	2,204,043	5.73	%	33,422	2,170,621	5.6	%

(1) CSP Alpha Holdings Parent Pte Ltd. (“CSP Alpha Holdings”) is the holder of a majority of the issued and outstanding common stock of StarTek and has designated a majority of the members of the Board of

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Directors of StarTek. Advance Crest Investments Limited is controlled by Bharat Rao and Mukesh Sharda, each of whom were appointed to serve as directors of the Company by CSP Alpha Holdings. The stock purchase agreement for the private placement and the transactions contemplated thereby were approved by the Audit Committee of the Company’s Board of Directors, which is comprised exclusively of independent directors unaffiliated with CSP Alpha Holdings.

We have registered the shares of common stock to permit the selling stockholders (and certain successors-in-interest and assigns that receive shares from a selling stockholder after the date of this prospectus pursuant to the terms and conditions in the Registration Rights Agreement) to resell the shares when they deem appropriate. This prospectus also covers any additional shares of common stock which become issuable in connection with the shares registered for sale hereby as a result of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.

PLAN OF DISTRIBUTION

We are registering the shares offered under this prospectus on behalf of the selling stockholders. All costs, expenses and fees in connection with the registration of shares offered hereby will be borne by us pursuant to the Registration Rights Agreement described above. Brokerage commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the selling stockholders.

Sales of shares may be effected by the selling stockholders (and certain successors-in-interest and assigns that receive shares from a selling stockholder after the date of this prospectus pursuant to the terms and conditions in the Registration Rights Agreement) (all of whom may be selling stockholders). Selling stockholders may sell the shares from time to time on any stock exchange or automated interdealer quotation system on which the securities are listed or quoted, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated.

The selling stockholders may sell the securities by one or more of the following methods, without limitation:

· block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus;

· an exchange distribution in accordance with the rules of any stock exchange on which the securities are listed;

· ordinary brokerage transactions and transactions in which the broker solicits purchases;

· privately negotiated transactions;

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· short sales;

· through the writing of options on the securities, whether or not the options are listed on an options exchange;

· through the distribution of the securities by any selling stockholder to its partners, members or stockholders;

· one or more underwritten offerings on a firm commitment or best efforts basis; and

· any combination of any of these methods of sale.

The selling stockholders may also transfer the securities by gift. We do not know of any arrangements by the selling stockholders for the sale of any of the securities.

Brokers, dealers or underwriters may act as principals or as agents of a selling stockholder. Broker-dealers may agree with a selling stockholder to sell a specified number of the shares at a stipulated price per share. If the broker-dealer is unable to sell shares acting as agent for a selling stockholder, it may purchase as principal any unsold shares at the stipulated price. Broker-dealers who acquire shares as principals may thereafter resell the shares from time to time in transactions in any stock exchange or automated interdealer quotation system on which the shares are then listed or quoted, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. Provided a selling stockholder meets the criteria and conforms to the requirements of Rule 144 under the Securities Act of 1933, a selling stockholder may also sell the shares in accordance with Rule 144 rather than pursuant to this prospectus.

The selling stockholders and any underwriters, brokers, dealers or agents that participate in the distribution of the securities may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, and any discounts, concessions, commissions or fees received by them and any profit on the resale of the securities sold by them may be deemed to be underwriting discounts and commissions.

A selling stockholder may enter into hedging transactions with broker-dealers and the broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with that selling stockholder, including, without limitation, in connection with distributions of the securities by those broker-dealers. A selling stockholder may enter into option or other transactions with broker-dealers that involve the delivery of the securities offered hereby to the broker-dealers, who may then resell or otherwise transfer those securities. A selling stockholder may also loan or pledge the shares offered hereby to a broker-dealer and the broker-dealer may sell the shares offered hereby so loaned or upon a default may sell or otherwise transfer the pledged shares offered hereby.

Because each selling stockholder may be deemed to be an “underwriter” within the meaning of Section 2(11) of the Securities Act of 1933, each selling stockholder will be subject to the prospectus delivery requirements of the Securities Act of 1933. We have informed the selling stockholders that the anti-manipulative provisions of Regulation M promulgated under the Securities Exchange Act of 1934 may apply to their sales in the market.

To the extent required under the Securities Act of 1933, the aggregate amount of selling stockholders’ securities being offered and the terms of the offering, the names of any agents, brokers,

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dealers or underwriters and any applicable commission with respect to a particular offer will be set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or agents participating in the distribution of the securities may receive compensation in the form of underwriting discounts, concessions, commissions or fees from a selling stockholder and/or purchasers of selling stockholders’ securities, for whom they may act (which compensation as to a particular broker-dealer might be in excess of customary commissions).

Upon notification to us by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act of 1933. That supplement will disclose:

· the name of the selling stockholder and of the participating broker-dealer(s);

· the number of shares involved;

· the price at which such shares were sold;

· the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable;

· whether such broker-dealer(s) conducted any investigation to verify the information set out or incorporated by reference in this prospectus; and

· other facts material to the transaction.

The selling stockholders and other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Securities Exchange Act of 1934, and the rules and regulations thereunder, including Regulation M. This regulation may limit the timing of purchases and sales of any of the shares by the selling stockholders and any other person. The anti-manipulation rules under the Securities Exchange Act of 1934 apply to sales of shares in the market and to activities of the selling stockholders and their respective affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the shares to engage in market-making activities with respect to the particular shares being distributed for a period of up to five business days before the distribution. These restrictions may affect the marketability of the securities and the ability of any person or entity to engage in market-making activities with respect to the shares.

StarTek has agreed to indemnify the selling stockholders and their affiliates, and each underwriter of securities included in this Registration Statement, against certain liabilities, including liabilities under the Securities Act of 1933. The selling stockholders have agreed to indemnify and hold harmless StarTek, each of its directors and officers, each underwriter of the securities included in this Registration Statement, each person who controls StarTek or such underwriter, and each other selling stockholder, and each person controlling such other selling stockholder, against certain liabilities, including liabilities arising under the Securities Act of 1933.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, as well as proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain further information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public over the Internet at the SEC’s web site at http://www.sec.gov, which contains reports, proxy statements and other information regarding registrants like us that file electronically with the SEC.

This prospectus is part of a registration statement on Form S-3 filed by us with the SEC under the Securities Act of 1933. As permitted by SEC rules, this prospectus does not contain all of the information included in the registration statement and the accompanying exhibits filed with the SEC. You may refer to the registration statement and its exhibits for more information. Furthermore, statements contained in this prospectus concerning any document filed as an exhibit are not necessarily complete and, in each instance, we refer you to the copy of the document filed as an exhibit to the registration statement.

The SEC allows us to ‘‘incorporate by reference’’ into this prospectus the information we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and information that we file with the SEC will automatically update and supersede the information in this prospectus.

The Company hereby incorporates by reference in this Registration Statement the following documents:

(a) The Company’s Annual Report on Form 10-KT for the nine-month transition period ended December 31, 2018;

(b) The Company’s Quarterly Report on Form 10-Q for the three-months ended March 31, 2019;

(c) The Company’s Current Reports on Form 8-K (or Form 8-K/A, as the case may be), filed on January 7, 2019, March 1, 2019, March 14, 2019, March 22, 2019, March 27, 2019 and May 20, 2019 (other than documents or portions of those documents deemed to be furnished but not filed); and

(d) 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 Securities Exchange Act of 1934, as amended (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 Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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.

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Item 15. 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.

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The Company has entered into indemnification agreements with all of its executive officers (and intends to enter into such agreements with all of its directors) 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 16. Exhibits

(a) The following is a complete list of Exhibits filed as part of this Registration Statement, which are incorporated herein:

Exhibit		Incorporated Herein by Reference
No.	Exhibit Description	Form	Exhibit	Filing Date
3.1	Restated Certificate of Incorporation of StarTek, Inc.	S-1	3.1	1/29/97

3.2	Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 21, 1999	10-K	3.3	3/8/00

3.3	Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 23, 2000	10-Q	3.4	8/14/00

3.4	Certificate of Amendment to the Restated Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on June 19, 2018	8-K	3.1	7/20/2018

3.5	Amended and Restated Bylaws of StarTek, Inc.	8-K	3.2	11/1/11

4.1	Specimen Common Stock Certificate	10-Q	4.2	11/6/07

4.2	Purchase Agreement, dated as of May 17, 2019, by and among StarTek, Inc. and the Selling Stockholders	8-K	10.1	5/20/19

4.3	Registration Rights Agreement, dated as of May 17, 2019, by and among StarTek, Inc. and the Selling Stockholders	8-K	10.2	5/20/19

5.1*	Opinion of Sherman & Howard L.L.C.

23.1*	Consent of Plante & Moran PLLC

23.2*	Consent of Grant Thornton India LLP

23.3*	Consent of Sherman & Howard L.L.C. (included in Exhibit 5.1)

24.1*	Power of Attorney (included on the signature page of this registration statement)

* Filed herewith

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Item 17. Undertakings

Item 512(a) of Regulation S-K. 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:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) 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 was registered) and any 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 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) 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)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of this Registration Statement or made in any such

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document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Item 512(b) of Regulation S-K. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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.

Item 512(i) of Regulation S-K. The undersigned registrant hereby undertakes that:

(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

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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-3 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 June 13, 2019.

	STARTEK, INC.

	By:	/s/ Lance Rosenzweig
		Lance Rosenzweig
		President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lance Rosenzweig and Ramesh Kamath 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/ Lance Rosenzweig	Director, President and Chief Executive Officer	June 13, 2019
Lance Rosenzweig
Principal Executive Officer

/s/ Ramesh Kamath	Senior Vice President, Chief Financial Officer and Treasurer	June 13, 2019
Ramesh Kamath
Principal Accounting and Financial Officer

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/s/ Sanjay Chakrabarty	Director	June 13, 2019
Sanjay Chakrabarty

/s/ Bharat Rao	Director	June 13, 2019
Bharat Rao

/s/ Albert Aboody	Director	June 13, 2019
Albert Aboody

/s/ Aparup Sengupta	Director	June 13, 2019
Aparup Sengupta

/s/ Mukesh Sharda	Director	June 13, 2019
Mukesh Sharda

/s/ Julie Schoenfeld	Director	June 13, 2019
Julie Schoenfeld

/s/ Gerald Schafer	Director	June 13, 2019
Gerald Schafer

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SEC filing fee	$	661
Transfer agent fees and expenses	$	1,000	*
Legal fees and expenses	$	25,000	*
Accounting fees and expenses	$	23,000	*
Total	$	49,661	*

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STARTEK, INC.	1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	2

RISK FACTORS	3

USE OF PROCEEDS	4

SELLING STOCKHOLDERS	5

PLAN OF DISTRIBUTION	6

WHERE YOU CAN FIND MORE INFORMATION	10

LEGAL MATTERS	12

EXPERTS	12