srt20200505_8k.htm
false 0001031029 0001031029 2020-05-05 2020-05-05
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 5, 2020
 
StarTek, Inc.
(Exact name of registrant as specified in charter)
 
 
Delaware
 
1-12793
 
  84-1370538
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
Carrara Place
4th Floor Suite 485
6200 South Syracuse Way
Greenwood Village, Colorado 80111
 (Address of Principal Executive Offices) (Zip Code)
 
(303) 262-4500
 (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):
 
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
SRT
New York Stock Exchange, Inc.
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
 
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 13(a) of the Exchange Act. ☐
 
 

 
Item 8.01
Other Events.
 
Delay in Filing of Form 10-Q
 
StarTek, Inc. (the “Company”) makes the following disclosure pursuant to the Securities and Exchange Commission (“SEC”) order on March 4, 2020 set forth in SEC Release No. 34-88318, as modified and superseded by a new SEC order issued on March 25, 2020 set forth in SEC Release No 34-88465, providing conditional relief to public companies that are unable to timely comply with their filing obligations as a result of the novel coronavirus (COVID-19) outbreak (the “Order”). The current outbreak of COVID-19 has posed a significant impact on the Company’s ability to file on a timely basis its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”) that is due May 11, 2020 (the “Original Due Date”), and therefore the Company has elected to rely on the conditional filing relief provided under the Order.
 
The current COVID-19 outbreak has caused severe disruptions and has required the Company’s accounting staff and the staff of the Company’s independent registered public accounting firm to work from home, resulting in limited access to the Company’s facilities and financial records and delays in the closing of the Company’s books of accounts. In addition, the COVID-19 outbreak has made collection of data slower and more difficult. These factors have caused a delay in the Company’s ability to prepare and analyze its financial statements for inclusion in the Quarterly Report. The Company therefore has decided to rely on the conditional relief provided in the Order. Notwithstanding the foregoing, the Company expects to file the Quarterly Report on or before June 10, 2020, and in any event no later than June 25, 2020, or within the 45 days after the Original Due Date.
 
In light of the COVID-19 outbreak, the Company included the following risk factor in its Annual Report on Form 10-K for the year ended December 31, 2019:
 
Our financial condition and results of operations for 2020 could get adversely affected by health pandemics such as the recent Coronavirus or COVID-19 outbreak.
 
 Our business could be materially and adversely affected by health pandemics, including, but not limited to, outbreaks of the Coronavirus or COVID-19. Outbreaks of COVID-19 have alarmed people around the world, affecting economic activity around the world. More recently, cases of the COVID-19 virus have been identified internationally, including confirmed human outbreaks and deaths. Any prolonged pandemic of the COVID-19, or other contagious infection in the markets in which we do business may result in worker absences, lower asset utilization rates, voluntary closure of our offices and delivery centers, travel restrictions on our employees, and other disruptions to our business. Moreover, health epidemics may force local health and government authorities to mandate the closure of our offices and delivery centers. Any prolonged or widespread health pandemic could severely disrupt our business operations, result in a significant decrease in demand for our services, and have a material adverse effect on our financial condition, results of operations and cash flows.
 
In light of recent developments, the Company plans to include the following updated risk factor in its Quarterly Report:
 
The recent Coronavirus or COVID-19 outbreak continues to expand and may adversely affect our financial condition and results of operations for 2020.
 
The recent government-imposed restrictions around the world have significantly impacted businesses and their workforces. Most of the geographies in which we operate have been affected by local lockdowns or restrictions on facilities access. Other geographies may be impacted as the coronavirus/COVID-19 spreads and/or existing restrictions may be extended/strengthened.
 
 

 
At this point, it is impossible to predict the degree to which supply and demand for our outsourcing services will be affected, as well as the duration of such impact. This uncertainty makes it challenging for management to estimate the future performance of our businesses. However, the impact of COVID-19 will have an adverse impact on our results of operations over the near to medium term.
 
Given the overall uncertainty and fluidity of the current global pandemic response, coupled with how various government-imposed limitations may translate into client service delivery constraints, the Company may identify additional risk factors going forward which will be provided in the Quarterly Report.
 
Change in Location of Annual Meeting of Stockholders
 
On May 5, 2020, the Company issued a press release announcing that, in response to the public health concerns regarding COVID-19, it has changed the location of its 2020 annual meeting of stockholders. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits
 
 Exhibit Number
 
Description
 99.1
 
 104   Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
STARTEK, INC.
 
 
 
 
Date: May 5, 2020
By:
 /s/ Ramesh Kamath
   
 Ramesh Kamath
   
 Chief Financial Officer
 
 
ex_184756.htm

Exhibit 99.1

 

 

Startek Changes Location for 2020 Annual Meeting of Stockholders and Postpones First Quarter Reporting Due to COVID-19

 

GREENWOOD VILLAGE, CO – May 5, 2020 Startek, Inc. (NYSE:SRT) (the Company), a global provider of customer experience management solutions, has changed the location for its 2020 Annual Meeting of Stockholders (the Meeting) due to the ongoing global pandemic surrounding COVID-19. The Meeting was originally scheduled for May 12, 2020 at 8:00 a.m. MDT at 6200 South Syracuse Way, Suite 485, Greenwood Village, CO 80111. That Meeting will be adjourned immediately after it is convened and the meeting will then be immediately reconvened at 5123 Country Club Dr, Brentwood, TN 37027at the same date and time (which will be 9:00 a.m. local time). The original Meeting is being adjourned and the location of the Meeting is being changed to avoid unnecessary air travel of certain executive officers.

 

Due to the ongoing public impact of COVID‑19 and to mitigate risks to the health and well-being of employees, stockholders, communities, and other stakeholders, the Company discourages stockholders from physically attending the adjourned Meeting or the reconvened Meeting. In light of the rapidly evolving news and guidelines relating to the COVID-19 pandemic, the Company requests that all stockholders comply with guidelines and orders of local government and health officials.

 

Stockholders may listen to the adjourned Meeting and the reconvened Meeting by telephone via the following dial-in, listen-only number: +1 213-375-3254, Conference ID: 391 633 094#.

 

The Meeting agenda will be limited to the items of business on the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders and no business update will be provided at the Meeting.

 

Please be advised that stockholders will not be deemed to be "present" for quorum purposes and will not be able to vote their shares, or revoke or change a previously submitted vote, by dialing into the Meeting. As a result, the Company strongly urges stockholders to submit their proxies or votes in advance of the Meeting using one of the available methods described in the proxy materials. The record date for the Meeting of March 12, 2020 will remain unchanged. Please note that the proxy card included with the proxy materials previously distributed may continue to be used to vote your shares in connection with the Meeting.

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Our proxy materials are available at www.proxyvote.com.

 

Form 10-Q Filing Postponement

Startek is also announcing its intention to postpone the filing of its Form 10-Q and the issuance of its first quarter results and related conference call until June 2020.

 

The current COVID-19 outbreak has caused severe disruptions and has required the Company’s accounting staff and the staff of the Company’s independent registered public accounting firm to work from home, resulting in limited access to the Company’s facilities and financial records and delays in the closing of the Company’s books of accounts. In addition, the COVID-19 outbreak has made collection of data slower and more difficult. These factors have caused a delay in the Company’s ability to prepare and analyze its financial statements for inclusion in the Quarterly Report.

 

 

 

 

On March 25, 2020, the U.S. Securities and Exchange Commission issued an order granting public issuers impacted by COVID-19 an exemption from filing requirements due on or before July 1, 2020. Startek has decided to rely on the conditional relief provided by the order and intends to file its quarterly report on or before June 10, 2020, and in any event no later than June 25, 2020, or within 45 days of the original due date.

 

About Startek

Startek is a leading global provider of technology-enabled business process outsourcing solutions. The company provides omni-channel customer experience management, back office and technology services to corporations around the world across a range of industries. The company has more than 47,000 outsourcing experts across 49 delivery campuses worldwide that are committed to delivering transformative customer experience for clients. Services include omni-channel customer care, customer acquisition, order processing, technical support, receivables management and analytics through automation, voice, chat, email, social media and IVR, resulting in superior business results for its clients. To learn more about Startek’s global solutions, please visit www.startek.com.

 

Forward-Looking Statements

The matters regarding the future discussed in this news release include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are intended to be identified in this document by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “objective,” “outlook,” “plan,” “project,” “possible,” “potential,” “should” and similar expressions. As described below, such statements are subject to a number of risks and uncertainties that could cause Startek's actual results to differ materially from those expressed or implied by any such forward-looking statements. Readers are encouraged to review risk factors and all other disclosures appearing in the Company's Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on March 12, 2020, as well as other filings with the SEC, including the Form 8-K filed by the Company on May 5, 2020, for further information on risks and uncertainties that could affect Startek's business, financial condition and results of operation. Copies of these filings are available from the Securities and Exchange Commission, the Company’s website or the Company’s investor relations department. Startek assumes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date herein.

 

Contacts

 

Ankul Agarwal   Sean Mansouri, CFA or Cody Slach
Investor Relations   Gateway Investor Relations
+91 98192 81998  (949) 574-3860
Ankul.Agarwal@startek.com investor@startek.com