**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K/A**

**Amendment No. 1**

 
| **(Mark One)**                                                                                                                                                                                    |                                                                                                  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|
| ý                                                                                                                                                                                            | **ANNUAL REPORT PURSUANT TO SECTION 13  OR 15(d)****OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|                                                                                                                                                                                              |                                                                                                  |
| **For the fiscal year ended  December 29, 2002**                                                                                                                                             |
|                                                                                                                                                                                              |                                                                                                  |
| **OR**                                                                                                                                                                                            |
|                                                                                                                                                                                              |                                                                                                  |
| o                                                                                                                                                                                                 | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE****SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                              |                                                                                                  |
| **For the transition period  from             to             ** |
|                                                                                                                                                                                              |                                                                                                  |
| **Commission file number: 0-26786**                                                                                                                                                               |

 

**APAC Customer Services, Inc.**

(Exact name of registrant as specified in itscharter)

 
| **Illinois**                                                             |   | **36-2777140**                      |
|--------------------------------------------------------------------------|--------|-------------------------------------|
| (State or other jurisdictionof incorporation or organization)            |   | (I.R.S. employeridentification no.) |
|                                                                     |   |                                |
| **Six Parkway North Center,  Suite 400, Deerfield, Illinois 60015** |
| (Address of principal executive offices)                                 |

 

Registrant’stelephone number, including area code: **(847) 374-4980**

 

Securitiesregistered pursuant to Section 12(b) of the Act: **None**

 

Securitiesregistered pursuant to Section 12(g) of the Act: **Common Shares, $0.01 Par Value**

 

Indicate by check markwhether the Registrant (l) has filed all reports required to be filed bysection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 

| Yes ý   Noo |
|---------------------------------|

 

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K is not contained herein, andwill not be contained, to the best of Registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to this Form 10-K.

 

| Yes ý   Noo |
|---------------------------------|

 

Indicate by check mark whether the Registrant is anaccelerated filer (as defined in Rule 12b-2 of the  Securities Exchange Act of 1934).

 

| Yes ý   Noo |
|---------------------------------|

 

The aggregate market value of the Registrant’s CommonShares held by non-affiliates as of June 28, 2002 was approximately$168,436,000.

 

As of March 14, 2003, 49,435,513 Common Shares wereoutstanding.

 

**DOCUMENTS INCORPORATED BYREFERENCE**

 

Certain portions of the Registrant’s Proxy Statement for Annual Meetingof Shareholders to be held on June 6, 2003 are incorporated by referenceinto Part III of this Form 10-K.

 

 

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**EXPLANATORY NOTE**

 

This Annual Reporton Form 10-K/A constitutes Amendment No. 1 to the Annual Report on Form 10-Kfiled by APAC Customer Services, Inc. for the fiscal year ended December 29,2002.  This Form 10-K/A is being filedsolely to revise the cover page of the original Form 10-K to indicate that theRegistrant is an accelerated filer and to state the aggregate market value ofthe Registrant’s Common Shares held by non-affiliates as of June 28, 2002, thelast business day of its most recently completed second fiscal quarter.

 

 

**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

 
|                 | APAC CUSTOMER SERVICES, INC.                     |
|----------------------|-------------------------------------------------------|
|                 |                                                  |
|                 | /s/ MARC T. TANENBERG                                 |
|                 | MARC T. TANENBERG                                     |
|                 | *Senior Vice President and**Chief Financial  Officer* |
|                 |                                                  |
| Dated:  June 4, 2003 |                                                  |

 

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**CERTIFICATION PURSUANT TORULE 13A-14 PROMULGATED UNDER THE SECURITIESEXCHANGE ACT OF 1934, AS AMENDED**

 

I,Theodore G. Schwartz, Chief Executive Officer of APAC CustomerServices, Inc., certify that:

 

1.             I have reviewed this Amendment No.1to the annual report on Form 10-K of APAC Customer Services, Inc.;

 

2.             Based on my knowledge, thisAmendment No. 1 does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made in suchAmendment No. 1, in light of the circumstances under which such statements weremade, not misleading with respect to the information set forth in suchAmendment No. 1.

 

 
| Date:  June 4, 2003 | /s/ THEODORE G. SCHWARTZ |
|---------------------|--------------------------|
|                | Theodore  G. Schwartz    |
|                | Chief  Executive Officer |

 

 

**CERTIFICATION PURSUANT TORULE 13A-14 PROMULGATED UNDER THE SECURITIESEXCHANGE ACT OF 1934, AS AMENDED**

 

I,Marc T. Tanenberg, Chief Financial Officer of APAC CustomerServices, Inc., certify that:

 

1.             I have reviewed this Amendment No.1to the annual report on Form 10-K of APAC Customer Services, Inc.;

 

2.             Based on my knowledge, thisAmendment No. 1 does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made in suchAmendment No. 1, in light of the circumstances under which such statements weremade, not misleading with respect to the information set forth in suchAmendment No. 1.

 

 
| Date:  June 4, 2003 | /s/ MARC T. TANENBERG    |
|---------------------|--------------------------|
|                | Marc T.  Tanenberg  |
|                | Chief  Financial Officer |

 

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