Item 2.02 Results of Operations and Financial Condition
On October 6, 2009, Sykes Enterprises, Incorporated and ICT Group, Inc. issued a
joint press release attached hereto as Exhibit 99.1, in which Sykes and ICT
announced that they had entered into an Agreement and Plan of Merger, providing
for the acquisition of ICT by Sykes, and in which Sykes updated its outlook for
its earnings per share for the quarter ended September 30, 2009, as follows:
Excluding costs associated with the ICT acquisition and on a stand-alone basis,
Sykes expects to exceed the top-end of its previously discussed third-quarter
2009 earnings per diluted share outlook range of $0.31 to $0.34.
Item 8.01. Other Events.
On October 6, 2009, Sykes Enterprises, Incorporated and ICT Group, Inc. issued a
joint press release, attached hereto as Exhibit 99.1 and incorporated into this
Item 8.01 by reference, in which Sykes and ICT announced that they had entered
into an Agreement and Plan of Merger, providing for the acquisition of ICT by
Sykes.
On October 6, 2009, Sykes and ICT held a conference call which was open to the
public in which they announced that they had entered into an Agreement and Plan
of Merger, providing for the acquisition of ICT by Sykes. A transcript of the
call is attached hereto as Exhibit 99.2 and incorporated into this Item 8.01 by
reference.
In addition, on October 6, 2009, and following the issuance of the press release
identified above, Sykes first made available to its employees the following
items regarding the proposed merger:
• A communication to Sykes employees, a copy of which is attached as hereto as
Exhibit 99.3 and incorporated into this Item 8.01 by reference;
• Frequently Asked Questions for Sykes employees, a copy of which is attached
hereto as Exhibit 99.4 and incorporated into this Item 8.01 by reference;
and
• Frequently Asked Questions for Sykes sales employees, a copy of which is
attached hereto as Exhibit 99.5 and incorporated into this Item 8.01 by
reference.
In addition, on October 6, 2009, and following the issuance of the press release
identified above, Sykes first made available to its clients the correspondence
regarding the proposed merger attached hereto as Exhibit 99.6 and incorporated
into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are included with this Report:
Exhibit 99.1 Press release dated October 6, 2009.
Exhibit 99.2 Transcript of Conference Call at 10:00 a.m., EST, October 6, 2009
Exhibit 99.3 Communication to Sykes Employees
Exhibit 99.4 Frequently Asked Questions for Sykes Employees
Exhibit 99.5 Frequently Asked Questions for Sykes Sales Employees
Exhibit 99.6 Communication to Sykes Clients
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