As filed with the Securities and Exchange Commission on December 21, 2011
Registration No.             

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SYKES ENTERPRISES, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)

 
			
Florida	 	56-1383460	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
400 North Ashley Drive
Suite 2800
Tampa, Florida 33602
(Address of principal executive offices)

SYKES ENTERPRISES, INCORPORATED 2011 EQUITY INCENTIVE PLAN
(Full Title of the Plan)

James T. Holder
Executive Vice President and General Counsel
400 North Ashley Drive
Tampa, Florida 33602
(813) 274-1000
(Name, address and telephone number, including area code, of agent for service)

Copy to:
Paul R. Lynch, Esquire
Shumaker, Loop & Kendrick, LLP
101 E. Kennedy Blvd, Suite 2800
Tampa, FL 33602
Telephone: (813) 229-7600

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	 	¨	  	Accelerated filer	 	x	
				
Non-accelerated filer	 	¨   (Do not check if a smaller reporting company)	  	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
REGISTRATION FEE	
Shares of Common Stock, par value $.01 per share	 	4,000,000	 	$15.06	 	$60,240,000	 	$6,904	

(1)	A maximum of 4,000,000 shares may be issued under the 2011 Equity Incentive Plan. Such shares may be in whole or in part, as the Board of Directors of the Registrant shall determine, authorized but unissued shares of common stock or issued shares of common stock which shall have been reacquired by the Registrant. The registration statement also includes an indeterminable number of additional shares that may become issuable as a result of terminated, expired or surrendered awards, or pursuant to the antidilution adjustment provisions of the Plan.	
(2)	Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h), the fee is calculated on the basis of the average of the high and low prices for the Registrant’s common stock reported on The Nasdaq Stock Market on December 19, 2011.	

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant (Exchange Act File No. 000-28274) with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof:
(a) The registrant’s most recent annual report on Form 10-K, or, if the financial statements therein are more current, the registrant’s most recent prospectus, other than the prospectus of which this document is a part, filed pursuant to rule 424(b) of the Commission under the Securities Act of 1933.
(b) All other reports filed by the registrant pursuant to sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual report or the prospectus referred to in (a) above.
(c) The description of the registrant’s common stock which is contained in the registrant’s registration statement filed under Section 12 of the Securities Exchange Act of 1934, including any amendment or reports filed for the purpose of updating such description.
All documents subsequently filed by the registrant with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement from the date of the filing of such document with the Commission until the information contained therein is superseded or updated  by any subsequently filed document which is incorporated by reference into this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
 
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Item 6. Indemnification of Directors and Officers.
The Florida Business Corporation Act (the “Florida Act”) permits a Florida corporation to indemnify a present or former director or officer of the corporation (and certain other persons serving at the request of the corporation in related capacities) for liabilities, including legal expenses, arising by reason of service in such capacity if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe his conduct was unlawful. However, in the case of actions brought by or in the right of the corporation, no indemnification may be made with respect to any matter as to which such director or officer shall have been adjudged liable, except in certain limited circumstances.
The Company’s Articles of Incorporation and Bylaws provide that the Company shall indemnify directors and executive officers to the fullest extent now or hereafter permitted by the Florida Act. In addition, the Company may enter into Indemnification Agreements with its directors and executive officers in which the Company may agree to indemnify such persons to the fullest extent now or hereafter permitted by the Florida Act.
The indemnification provided by the Florida Act and the Company’s Articles of Incorporation and Bylaws is not exclusive of any other rights to which a director or officer may be entitled. The general effect of the foregoing provisions may be to reduce the circumstances which an officer or director may be required to bear the economic burden of the foregoing liabilities and expense.
The Company has a standard policy of directors’ and officers’ liability insurance covering directors and officers of the corporation with respect to liabilities incurred as a result of their service in such capacities, which may extend to, among other things, liability arising under the  Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Index to Exhibits attached hereto.
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
(a) 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 (the “Securities Act”);
(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;
 
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(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 (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in the registration statement.
(b) That, for purposes 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.
(c) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
2. 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 15(d) of the 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.
3. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
4. 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue.
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Tampa, State of Florida, on this 21st day of December, 2011.

SYKES ENTERPRISES, INCORPORATED	
		
By:	 	/s/ W. Michael Kipphut	
	 	W. Michael Kipphut,	
	 	Executive Vice President and Chief Financial Officer	
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints W. Michael Kipphut his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 21st day of December, 2011.

Signature	  	Title	
		
/s/ Paul L. Whiting
Paul L. Whiting	  	Chairman of the Board	
		
/s/ Charles E. Sykes
Charles E. Sykes	  	President and Chief Executive Officer and
Director (Principal Executive Officer)	
		
/s/ Furman P. Bodenheimer, Jr.
Furman P. Bodenheimer, Jr.	  	Director	
		
/s/ Mark C. Bozek
Mark C. Bozek	  	Director	
		
/s/ Lt. Gen. Michael P. Delong (Ret.)
Lt. Gen. Michael P. Delong (Ret.)	  	Director	

			
/s/ H. Parks Helms
H. Parks Helms	  	Director	
		
/s/ Iain A. Macdonald
Iain A. Macdonald	  	Director	
		
/s/ James S. MacLeod
James S. MacLeod	  	Director	
		
/s/ Linda F. McClintock-Greco M.D.
Linda F. McClintock-Greco M.D.	  	Director	
		
/s/ William J. Meurer
William J. Meurer	  	Director	
		
/s/ James K. Murray, Jr.
James K. Murray, Jr.	  	Director	
		
/s/ W. Michael Kipphut
W. Michael Kipphut	  	Executive Vice President and Chief Financial
Officer (Principal Financial and Accounting
Officer)	
 
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INDEX TO EXHIBITS

Exhibit
Number	  	Description	
		
  4	  	Sykes Enterprises, Incorporated 2011 Equity Incentive Plan (filed as Appendix A to the Proxy Statement for the 2011 Annual Meeting of Shareholders, filed with the SEC on April 18, 2011)	
		
  5	  	Opinion of Shumaker, Loop & Kendrick, LLP as to the legality of the securities being registered	
		
24.1	  	Consent of Shumaker, Loop & Kendrick, LLP (included in their opinion filed as Exhibit 5)	
		
24.2	  	Consent of Deloitte & Touche LLP, Independent Registered Certified Public Accounting Firm	
 
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Exhibit 5

	  	Bank of America Plaza	  	813.229.7600	
	  	101 East Kennedy Boulevard	  	813.229.1660 fax	
	  	Suite 2800	  		
	  	Tampa, Florida 33602	  		
	  	 	
	  	www.slk-law.com	
December 21, 2011
Sykes Enterprises, Incorporated
400 North Ashley Drive, Suite 2800
Tampa, Florida 33602
 
Re:	Securities and Exchange Commission Registration Statement on Form S-8	
Covering 4,000,000 Shares of Common Stock, $.01 par value
Gentlemen:
We are legal counsel to Sykes Enterprises, Incorporated, a Florida corporation (the “Company”), and have acted as such in the preparation and filing of its Registration Statement on Form S-8 with the Securities and Exchange Commission (the “SEC”) pursuant to the requirements of the Securities Act of 1933, as amended, and the General Rules and Regulations of the SEC promulgated thereunder, for the registration of 4,000,000 shares (the “Shares”) of the common stock, par value $.01 per share, of the Company. In connection with the following opinion, we have examined and have relied upon such documents, records, certificates, statements and instruments as we have deemed necessary and appropriate to render the opinion herein set forth.
Based upon the foregoing, it is our opinion that the Shares, when and if sold in the manner set forth in the Registration Statement, will be legally issued, fully paid and nonassessable.
The undersigned hereby consents to the filing of this opinion as Exhibit 5 to the Registration Statement.

Very truly yours,	
	
SHUMAKER, LOOP & KENDRICK, LLP	
	
/s/ Paul R. Lynch	

Exhibit 24.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 8, 2011, relating to the consolidated financial statements and financial statement schedule of Sykes Enterprises, Incorporated, and the effectiveness of Sykes Enterprises, Incorporated’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Sykes Enteprises, Incorporated for the year ended December 31, 2010.
/s/ Deloitte & Touche LLP
Tampa, FL
December 21, 2011