exv10w1



 




EXHIBIT 10.1

 

 

 

 

 

 




SHARE PURCHASE AGREEMENT




BY AND AMONG




TAELUS LIMITED,




STARTEK, INC., AND




STARTEK EUROPE, LTD.










Dated as of September 30, 2004




 









 





SHARE PURCHASE AGREEMENT




     THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into effective
as of September 30, 2004 (the “Closing Date”), by and between Taelus Limited, a
corporation organized under the laws of England and Wales and having its
principal place of business at 121 Deansgate, Manchester, England, M3 2AB
(“Purchaser”), and StarTek, Inc., a Delaware corporation having its principal
place of business at 100 Garfield Street, Suite 300, Denver, CO 80206
(“Seller”). Solely for purposes of Section 6.1 and Article VII, StarTek
Europe, Ltd., a Colorado corporation (the “Company”), shall be a party to and
bound by this Agreement.



     A. Seller owns 100% of the issued and outstanding capital stock (the
“Shares”) of the Company.



     B. Seller desires to sell to Purchaser, and Purchaser desires to purchase
from Seller, the Shares for the purchase price and upon the terms and
conditions hereinafter set forth.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter contained, and for other good and valuable
consideration, the adequacy, legal sufficiency and receipt of which each party
hereby acknowledges, the parties hereby agree as follows:



ARTICLE I




SALE AND PURCHASE OF SHARES; PURCHASE PRICE




     Section 1.1 Sale and Purchase of Shares. Upon the terms and subject to
the conditions contained herein, on the date hereof, Seller shall sell, assign,
transfer, convey and deliver to Purchaser, and Purchaser shall purchase from
Seller, the Shares. The purchase and sale of the Shares pursuant to this
Agreement shall be effective as of the close of business on the Closing Date.



     Section 1.2 Amount and Payment of Purchase Price. The purchase price for
the Shares shall be $1.00 (the “Purchase Price”). On the Closing Date,
Purchaser shall pay to Seller an amount equal to the Purchase Price by cash or
wire transfer of immediately available funds into an account designated by
Seller.



     Section 1.3 Payments by Seller. On September 29, 2004, Seller contributed
$450,000 to the capital of the Company, and such contribution is acknowledged
by Purchaser. On the Closing Date, Seller shall pay $450,000 to Purchaser as
an inducement for Purchaser to enter into this Agreement by cash or wire
transfer of immediately available funds into an account designated by
Purchaser.



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ARTICLE II




CLOSING




     Section 2.1 Closing. The consummation of the sale and purchase of the
Shares (the “Closing”) shall take place on the Closing Date by mail or fax, or
at such other place as the parties may designate.



     Section 2.2 Documents to be Delivered and Payments to be Made by Seller on
Closing Date. At the Closing, Seller shall deliver or pay to Purchaser the
following:



     (a) a certificate signed by an authorized representative of the Seller
certifying that the representations and warranties contained in Article III of
this Agreement are true and correct in all material respects at and as of the
Closing Date;



     (b) an original stock certificate representing the Shares, endorsed in
blank or accompanied by duly executed stock power;



     (c) written resignations of each of the directors and officers of the
Company;



     (d) evidence of the payments referred to in Section 1.3 hereof;



     (e) the Mutual Release, in the form attached hereto as Exhibit A (the
“Mutual Release”) signed by authorized representatives of the Company and the
Seller, addressing, (i) the Company’s written release of the Seller and its
past and present owners, agents, officers, stockholders, employees, directors,
attorneys, subsidiaries, affiliates, successors and assigns from any and all
claims it may have against such party, and (ii) the Seller’s written release of
the Company and its past and present owners, agents, officers, stockholders,
employees, directors, attorneys, subsidiaries, affiliates, successors and
assigns from any and all claims it may have against such party, with the
exception of actions, claims and debts arising out of contracts entered into on
behalf of the Company and to which the Seller or its affiliates is also a
party, and other exceptions as provided therein;



     (f) articles of amendment to the articles of incorporation of the Company
(the “Amendment”) reflecting the Company’s name change and signed by an
authorized representative of the Company;



     (g) an executed copy of the Contribution and Assignment Agreement, in the
form attached hereto as Exhibit B, reflecting the Seller’s contribution of all
inter-company debt (as defined therein) of the Company to the capital of the
Company prior to the Closing Date;



     (h) any other certificates or documents required to effectuate the sale
and transfer of the Shares or as otherwise reasonably requested by the
Purchaser; and



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     (i) a certificate of an officer of Seller certifying as to the approval
and continuing effect of resolutions of the Board of Directors of Seller
regarding (i) the execution and delivery of this Agreement, and (ii) the
implementation of the terms hereof.



     Section 2.3 Documents to be Delivered and Payments to be Made by Purchaser
on Closing Date. At the Closing, Purchaser shall deliver or pay to Seller the
following:



     (a) cash or evidence of the wire transfer referred to in Section 1.2
hereof;



     (b) a certificate signed by an authorized representative of the Purchaser
certifying that the representations and warranties contained in Article IV are
true and correct in all material respects at and as of the Closing Date;



     (c) the Consent, in the form attached hereto as Exhibit C, signed by all
of the directors of Purchaser regarding (i) the execution and delivery of this
Agreement, and (ii) the implementation of the terms hereof; and



     (d) any other certificates or documents required to effectuate the sale
and transfer of the Shares or as otherwise reasonably requested by the Seller.



ARTICLE III




REPRESENTATIONS AND WARRANTIES OF SELLER




     Seller hereby represents and warrants to Purchaser that:



     Section 3.1 Organization and Existence. Seller is a corporation duly
organized, validly existing and in good standing under the laws of Delaware and
has all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now conducted. The Company is duly
organized and validly existing under the laws of Colorado and has all requisite
corporate power and authority to own, lease and operate its properties and to
carry on its business as now conducted. The Company operates as a registered
branch in England and Wales.



     Section 3.2 Authorization of Agreement. Seller has all necessary
corporate power and authority to execute and deliver this Agreement and each
other agreement, document, instrument or certificate contemplated by this
Agreement (the “Seller Documents”), and to consummate the transactions
contemplated hereby. The execution, delivery and performance by Seller of this
Agreement and each Seller Document have been duly authorized by all necessary
corporate action on behalf of Seller. This Agreement and each Seller Document
have been duly executed and delivered by Seller.



     Section 3.3 Capitalization of the Company.



     (a) The Shares represent 100% of the issued and outstanding capital stock
of the Company and are not subject to preemptive rights or rights of first
refusal created by statute, the organizational documents of the Company or any
contract or agreement to which the



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Company or Seller is a party. The Shares have been duly authorized, and
are validly issued, fully paid and nonassessable.



     (b) There are no existing options, warrants, calls, rights, commitments or
other agreements of any character to which the Company or Seller is a party
requiring, and there are no securities of the Company or Seller outstanding
which upon conversion or exchange would require, the issuance, sale or transfer
of any additional equity securities of the Company or other securities
convertible into, exchangeable for or evidencing the right to subscribe for or
purchase other equity securities of the Company.



     (c) Seller is the record and beneficial owner of the Shares, free and
clear of any and all liens, charges, claims and encumbrances of any kind
(collectively, “Liens”). Seller has delivered to the Purchaser good and
marketable title to the Shares, free and clear of any and all Liens.



     Section 3.4 Limitation of Representations and Warranties. Except for the
representations and warranties set forth in this Article III, Seller is not
making any other representations or warranties, written or oral, statutory,
express or implied, concerning the Shares, or the business, assets or
liabilities of the Company. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY
DISCLAIMS AND NEGATES, AND PURCHASER HEREBY EXPRESSLY WAIVES, ANY
REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR
OTHERWISE RELATING TO, AND PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES
ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST SELLER AND ITS
REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY
OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE MADE
AVAILABLE TO PURCHASER BY OR ON BEHALF OF SELLER.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES OF PURCHASER




     Purchaser hereby represents and warrants to Seller that:



     Section 4.1 Organization and Existence. Purchaser is duly organized and
validly existing under the laws of England and Wales and has all requisite
corporate power and authority to own, lease and operate its properties and
carry on its business as now conducted.



     Section 4.2 Authorization of Agreement. Purchaser has all necessary
corporate power and authority to execute and deliver this Agreement and each
other agreement, document, instrument or certificate contemplated by this
Agreement (the “Purchaser Documents”), and to consummate the transactions
contemplated hereby. The execution, delivery and performance by Purchaser of
this Agreement and each Purchaser Document have been duly authorized by all
necessary action on behalf of Purchaser. This Agreement and each Purchaser
Document have been duly executed and delivered by Purchaser.



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     Section 4.3 Investment Intention. Purchaser is acquiring the Shares for
its own account, for investment purposes only and not with a view to the
distribution (as such term is used in Section 2(11) of the Securities Act of
1933, as amended (the “Securities Act”)) thereof. Purchaser understands that
the Shares have not been registered under the Securities Act and cannot be sold
unless subsequently registered under the Securities Act or an exemption from
such registration is available.



     Section 4.4 Due Diligence. Purchaser has reviewed and has had access to
all documents, records and information which it has desired to review, and has
had the opportunity to ask questions and receive sufficient answers, in
connection with its decision to enter into this Agreement, and to consummate
the transactions contemplated hereby. In determining whether to enter into
this Agreement, the Purchaser has relied solely upon this due diligence
investigation and the express representations and warranties contained in
Article III; it being acknowledged and agreed that no representations and
warranties other than as expressly set forth in Article III are made by the
Seller.



ARTICLE V




COVENANTS




     Section 5.1 Operations. Purchaser will not cause the Company to
discontinue operations or otherwise liquidate, whether under Chapter 7 of the
Federal Bankruptcy laws of the United States or its equivalent under U.K. law,
or otherwise, for at least 45 days after the Closing Date.



     Section 5.2 Cooperation on Tax and Financial Matters. Purchaser and
Seller shall cooperate fully, and Purchaser shall cause the Company to
cooperate fully, as and to the extent reasonably requested by the other party,
in connection with (i) the filing of tax returns of the Company and any audit,
litigation or other proceeding with respect to such tax returns for any period
up through and including the Closing Date, and (ii) the preparation of
financial statements of Seller for the period up to and including the Closing
Date. Such cooperation shall include the retention and (upon the other party’s
request) the provision of records and information which are reasonably relevant
to any such tax return, audit, litigation or financial statement and making
employees available on a mutually convenient basis to provide additional
information and explanation of any material provided hereunder. The Purchaser
and Seller agree to retain, and Purchaser shall cause the Company to retain,
all books and records with respect to tax and financial matters pertinent to
the Company relating to such taxable or financial period and to abide by all
record retention agreements entered into with any taxing or auditing authority.



     Section 5.3. Use of Name and Related Marks.



     (a) Purchaser will not cause or permit the Company to use any trademarks,
trade names, trade name rights, service marks, service mark rights, trade
dress, logos or corporate names and registrations of “StarTek, Inc.” or
“StarTek” in any manner after the Closing Date; provided, however, that
Purchaser will remove all signage containing such words located on the
Company’s premises no later than October 14, 2004. Without limiting the



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generality of the foregoing, Purchaser will not use “StarTek” or “StarTek,
Inc.,” or marks related thereto, for display or use in advertising material,
banners, invoices, stationary, memorandum pads, business cards, labels or
stamps.



     (b) Purchaser will not cause or permit the Company to use any trademarks,
trade names, trade name rights, service marks, service mark rights, trade
dress, logos or corporate names and registrations of “StarTek Europe” or
“StarTek Europe, Ltd.” in any manner after October 14, 2004.



     Section 5.4. Execution of Mutual Release. Immediately prior to Closing,
Seller and the Company shall execute the Mutual Release pursuant to which
Seller and the Company release the Company and Seller, respectively, from
certain actions, claims and debts, as provided therein.



ARTICLE VI




INDEMNIFICATION




     Section 6.1 Company’s Indemnification. The Company shall defend,
protect, indemnify and hold Seller harmless from and against any and all
claims, demands, assessments, liabilities, obligations, losses, damages
(including foreseeable and unforeseeable consequential damages and punitive
damages), penalties, actions, judgements, suits, claims, costs, expenses and
disbursements (including reasonable attorneys’ fees, consultants’ fees and
disbursements) of any kind or nature whatsoever that may at any time be
incurred by, imposed on or asserted against Seller or any of its affiliates
based upon or arising or resulting from or out of contracts entered into by or
on behalf of the Company and to which Seller or its affiliates are also a
party.



     Section 6.2. Indemnification Obligations. There are no further
indemnification obligations under this Agreement.



ARTICLE VII




MISCELLANEOUS




     Section 7.1 Survival. The representations and warranties of the parties
made herein or in any other document or agreement delivered pursuant to this
Agreement shall survive the Closing Date hereunder and continue in full force
and effect for a period of one year thereafter. All covenants and agreements,
which by their terms contemplate performance after the Closing Date, shall
survive in accordance with their terms. Article VI, regarding indemnification,
shall survive execution and delivery of this Agreement.



     Section 7.2 Expenses. Seller and Purchaser shall each bear its own
expenses incurred in connection with the negotiation and execution of this
Agreement and each other agreement, document and instrument contemplated by
this Agreement and the consummation of the transactions contemplated hereby and
thereby.



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     Section 7.3 Further Assurances. Seller and Purchaser each agrees to
execute and deliver such other documents or agreements and to take such other
action as may be reasonably necessary or desirable for the implementation of
this Agreement and the consummation of the transactions contemplated hereby.



     Section 7.4 Submission to Jurisdiction. Each of the parties hereto
irrevocably submits to the exclusive jurisdiction of the United States District
Court for the District of Colorado and, to the extent such United States
District Court does not have jurisdiction, the state courts of Colorado, and
any court to which an appeal from such courts is properly brought, for the
purpose of any action arising out of or relating to this Agreement, and each of
the parties hereto irrevocably agrees that all claims in respect to such action
shall be heard and determined in such federal court or, to the extent provided
above, state court sitting in the City and County of Denver, Colorado (and thus
expressly waives any objection to venue). Each of the parties hereto agrees
that a final judgment in any action shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law. Each of the parties hereto agrees that a judgment in any such dispute may
be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.



     Section 7.5 Entire Agreement. This Agreement (together with all documents
and instruments required to be delivered hereunder) represents the entire
understanding and agreement between the parties hereto with respect to the
subject matter hereof.



     Section 7.6 Governing Law. This Agreement and all other matters related
to or arising from this Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado, regardless of the laws that
might otherwise govern under applicable principles of conflict of laws thereof.



     Section 7.7 Headings. The section headings of this Agreement are for
reference purposes only and are to be given no effect in the construction or
interpretation of this Agreement.



     Section 7.8 Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed given when delivered
personally or mailed by certified mail, return receipt requested, to the
parties (and shall also be transmitted by facsimile to the persons receiving
copies thereof) at the following addresses (or to such other address as a party
may have specified by notice given to the other party pursuant to this
provision):



If to Seller:



100 Garfield Street

Suite 300

Denver, CO 80206

Facsimile: (303) 329-9107

Attention: Chief Executive Officer



With a copy to:



Faegre & Benson LLP



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3200 Wells Fargo Center

1700 Lincoln Street

Facsimile: (303) 607-3600

Denver, CO 80203-4532

Attention: Blair L. Lockwood



If to Purchaser:



121 Deansgate

Manchester, England M3 2AB

Facsimile:011-44-1618317115

Attention: Martin Crouch



With a copy to:



Solomon Pearl Blum Heymann & Stich LLP

1801 Broadway, Suite 500

Denver, CO 80202

Facsimile: (303) 832-6653

Attention: Allen E. F. Rozansky



     Section 7.9 Binding Effect; Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors
and permitted assigns. Nothing in this Agreement shall create or be deemed to
create any third party beneficiary rights in any person or entity not a party
to this Agreement. No party may assign either this Agreement or any of such
party’s rights, interests or obligations hereunder without the prior written
approval of the other party.



     Section 7.10 Severability. Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction will not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction. If the final judgment of a
court of competent jurisdiction declares that any term or provision hereof is
invalid or unenforceable, the parties agree that the court making the
determination of invalidity or unenforceability will have the power to reduce
the scope, duration or area of the term or provision, to delete specific words
or phrases or to replace any invalid or unenforceable term or provision with a
term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision, and
this Agrement will be enforceable as so modified after the expiration of the
time within which the judgment may be appealed.



     Section 7.11 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.



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[The Remainder Of The Page Is Intentionally Left Blank.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.

	 	 	 	 	 	 
	 	PURCHASER:



TAELUS LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 



	 	 	 	 	 
	 	SELLER:



STARTEK, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	William A. Berg 	 
	 	 	Title:  	Vice President 	 
	 




The undersigned hereby agrees to be bound

solely under the terms of Section 6.1 and

Article VII hereof as of the date first

written above.






	 	 	 	 	 
	 	COMPANY:



STARTEK EUROPE, LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	William A. Berg 	 
	 	 	Title:  	Vice President 	 
	 







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EXHIBIT A




Form of Mutual Release




 









 





EXHIBIT B




Form of Contribution and Assignment Agreement




 









 





EXHIBIT C




Form of Consent