USDC SDNYDOCUMENT
UNITED STATES DISTRICT COURT ELECTRONICALLY FILED 1.SOUTHERN DISTRICT OF NEW YORK #:
."'47' -.A.AIL2ailiIn re TELETECH LITIGATION : Master File No. 1:08-cv-00913-LTS
CLASS ACTIONThis Document Relates To:
ALL ACTIONS.
[PD]SOD] ORDER AND FINAL JUDGMENT OF DISMISSAL WITH PREJUDICE
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This matter came before the Court for hearing pursuant to an Order of this Court, dated
January 22, 2010, on the application of the Settling Parties for approval of the Settlement set forth in
the Stipulation of Settlement dated October 21, 2009 (the "Stipulation"). Due and adequate notice
having been given of the Settlement as required in said Order, and the Court having considered all
papers filed and proceedings held herein and otherwise being fully informed in the premises and
good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:
1. This Final Judgment incorporates by reference the definitions in the Stipulation, and
all terms used herein shall have the same meanings set forth in the Stipulation.
2. This Court has jurisdiction over the subject matter of the Litigation and over all
parties to the Settlement, including all members of the Class.
3. Except as to any individual claim of those Persons (identified in Exhibit 1 attached
hereto) who have validly and timely requested exclusion from the Class, the Litigation, and all
claims contained therein, including all of the Released Claims, are hereby dismissed without costs
and with prejudice in full and final discharge of any and all claims belonging to Lead Plaintiff and
the other members of the Class that were or could have been asserted as against each and all of the
Released Persons. The parties are to bear their own costs, except as otherwise provided in the
Stipulation.
4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby
approves the Settlement set forth in the Stipulation and finds that said Settlement is, in all respects,
fair, reasonable, and adequate to, and is in the best interests of, Lead Plaintiff, the Class, and each of
the Class Members. This Court further finds the Settlement set forth in the Stipulation is the result
of arm's-length negotiations between experienced counsel representing the interests of Lead
Plaintiff, the Class Members, and Defendants. Accordingly, the Settlement embodied in the
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Stipulation is hereby approved in all respects and shall be consummated in accordance with its terms
and provisions. The Settling Parties are hereby directed to perform the terms of the Stipulation.
5. Solely for purposes of the Settlement set out in the Stipulation, pursuant to Rule 23 of
the Federal Rules of Civil Procedure, the Court hereby certifies a Class of all Persons who purchased
or otherwise acquired TeleTech common stock between October 25, 2006 and July 16, 2008,
inclusive (the "Class Period"), including (i) those who purchased TeleTech stock on the NASDAQ
or other public exchanges; (ii) those who purchased TeleTech common stock in connection with the
Company's March 30, 2007 Secondary Public Offering; and (iii) those who owned TeleTech
common stock in 2007 at the time TeleTech's 2007 Proxy Statement was circulated to shareholders
to solicit their votes on various matters. Excluded from the Class are Defendants, the officers and
directors of TeleTech during the Class Period, members of their immediate families, and their legal
representatives, heirs, successors or assigns, and any entity in which Defendants have or had a
controlling interest. Also excluded from the Class are any putative Class Members who timely and
validly excluded themselves from the Class in accordance with the requirements set forth in the
Notice.
6. With respect to the Class, this Court finds, for purposes of this Settlement only, that
(a) the members of the Class are so numerous that joinder of all Class Members in the Litigation is
impracticable; (b) there are questions of law and fact common to the Class which predominate over
any individual questions; (c) the claims of Lead Plaintiff are typical of the claims of the Class; (d)
Lead Plaintiff and Lead Plaintiff's counsel have fairly and adequately represented and protected the
interests of all of the Class Members; and (e) a class action is superior to other available methods for
the fair and efficient adjudication of the controversy, considering (i) the interests of the members of
the Class in individually controlling the prosecution of the separate actions; (ii) the extent and nature
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of any litigation concerning the controversy already commenced by members of the Class; (iii) the
desirability or undesirability of continuing the litigation of these claims in this particular forum; and
(iv) the difficulties likely to be encountered in the management of the Litigation.
7. Upon the Effective Date, Lead Plaintiff and each of the Class Members, on behalf of
themselves, their successors and assigns, and any other Person claiming (now or in the future)
through or on behalf of them, and regardless of whether Lead Plaintiff or any such Class Member
ever seeks or obtains by any means, including, without limitation, by submitting a Proof of Claim
and Release, any distribution from the Settlement Fund, shall be deemed to have, and by operation of
this Final Judgment shall have, fully, finally, and forever released, relinquished, and discharged all
Released Claims against the Released Persons and shall have covenanted not to sue the Released
Persons with respect to all such Released Claims, and shall be permanently barred and enjoined from
instituting, commencing, or prosecuting any such Released Claim, whether or not such Class
Member executes and delivers the Proof of Claim and Release.
8. Upon the Effective Date, any and all persons and entities are permanently barred,
enjoined, and restrained from commencing, prosecuting, or asserting any claim against any Released
Person arising under state, federal, or common law, however styled, whether for indemnification or
contribution, or otherwise denominated, where the claim is based upon, arises out of, or relates to the
Released Claims, whether such claims are legal or equitable, known or unknown, foreseen or
unforeseen, matured or unmatured, accrued or unaccrued, including, without limitation, any claim in
which the person or entity seeks to recover from any of the Released Persons (i) any amount it might
become liable to pay the Class or any of the Class Members, and/or (ii) any costs, expenses, or
attorneys' fees from defending any claim by the Class or any of the Class Members. All such claims
are hereby extinguished, discharged, satisfied, and unenforceable, subject to a hearing to be held by
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the Court, if necessary. The provisions of this paragraph are intended to preclude any liability of the
Released Persons to any person or entity for indemnification, contribution, or otherwise on any claim
based upon, arising out of, or relating to any Released Claim, provided further that nothing in this
Judgment shall prevent a putative Class Member who validly requested exclusion from the Class
from pursuing any claim where such claim is based upon, arises out of, or relates to any Released
Claim. If any provision of this paragraph is subsequently held to be unenforceable after being
entered by the Court, such provision shall be substituted with such other provision as may be
necessary to afford all of the Released Persons the fullest protection permitted by law from any
claim that arises out of or relates to any Released Claim.
9. Upon the Effective Date, each and every Released Person is permanently barred,
enjoined, and restrained from commencing, prosecuting, or asserting any claim against any person or
entity (including Lead Plaintiff, any Class Member, their counsel, or any other Released Person)
arising under state, federal, or common law however styled, whether for indemnification or
contribution or otherwise denominated, where the claim is based upon, arises out of, or relates to the
Released Claims, whether such claims are legal or equitable, known or unknown, foreseen or
unforeseen, matured or unmatured, accrued or unaccrued, including, without limitation, any claim in
which the Released Person seeks to recover from any person or entity (i) any amount any such
Released Person might become liable to pay the Class or any of the Class Members, and/or (ii) any
costs, expenses, or attorneys' fees from defending any claim by the Class or any of the Class
Members. All such claims are hereby extinguished, discharged, satisfied, and unenforceable.
10. If, notwithstanding this Judgment, any person or entity obtains a judgment against
any of the Released Persons on any claim that is based upon, arises out of, or relates to any Released
Claim to recover, directly or indirectly, (i) any amount that such person or entity might become
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liable to pay to the Class or any of the Class Members, and/or (ii) any costs, expenses, or attorneys'
fee from defending any claim by the Class or any of the Class Members, the Class and the Class
Members will reduce or credit any judgment or settlement (up to the amount of such judgment or
settlement) that they might obtain against such person or entity by an amount equal to the amount of
that person's or entity's judgment against the Released Person, which amount shall be credited to the
Released Person.
11. Upon the Effective Date, each of the Released Persons, and the successors and
assigns of any of them, shall be deemed to have, and by operation of this Final Judgment shall have,
fully, finally, and forever released, relinquished, and discharged each and all of the Class Members
and Lead Plaintiff's counsel from all claims arising out of the institution, prosecution, and settlement
of the Litigation, except claims seeking to enforce the releases and other terms and conditions
contained in the Stipulation.
12. The distribution of the Notice and the publication of the Summary Notice as provided
for in the Notice Order constituted the best notice practicable under the circumstances, including
individual notice to all members of the Class who could be identified through reasonable effort. Said
notice provided the best notice practicable under the circumstances of those proceedings and of the
matters set forth therein, including the proposed Settlement set forth in the Stipulation, to all Persons
entitled to such notice, and said notice fully satisfied the requirements of Federal Rule of Civil
Procedure 23, Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. §78u-4(a)(7) as
amended by the Private Securities Litigation Reform Act of 1995, the requirements of due process,
and any other applicable law.
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13. Any plan of allocation submitted by Lead Counsel or any order entered regarding the
attorneys' fees and expenses application shall in no way disturb or affect this Final Judgment and
shall be considered separate from this Final Judgment.
14. Neither the Stipulation nor the Settlement contained therein, nor any act performed or
document executed pursuant to or in furtherance of the Stipulation or the Settlement (a) is or may be
deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim,
or of any wrongdoing or liability of Defendants or other Released Persons; or (b) is or may be
deemed to be or may be used as an admission of, or evidence of, any fault or omission of any of
Defendants or other Released Persons in any civil, criminal, or administrative proceeding in any
court, administrative agency, or other tribunal; or (c) is admissible in any proceeding except an
action to enforce or interpret the terms of the Stipulation, the Settlement contained therein, and any
other documents executed in connection with the performance of the agreements embodied therein.
Defendants and/or the other Released Persons may file the Stipulation and/or this Final Judgment in
any action that may be brought against them in order to support a defense or counterclaim based on
the principles of res judicata, collateral estoppel, full faith and credit, release, good faith settlement,
judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar
defense or counterclaim.
15. Without affecting the finality of this Final Judgment in any way, this Court hereby
retains continuing jurisdiction over (a) implementation of this Settlement and any award or
distribution of the Settlement Fund, including interest earned thereon; (b) disposition of the
Settlement Fund; (c) hearing and determining applications for attorneys' fees and expenses in the
Litigation; and (d) all parties hereto for the purpose of construing, enforcing, and administering the
Stipulation and/or the Settlement.
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16. This Final Judgment is a final judgment in the Litigation as to all claims among
Defendants, on the one hand, and Lead Plaintiff and all Class Members, on the other. This Court
finds, for purposes of Rule 54(b) of the Federal Rules of Civil Procedure, that there is no just reason
for delay and expressly directs entry of judgment as set forth herein.
17. The Court finds that during the course of the Litigation, the Settling Parties and their
respective counsel at all times complied with the requirements of Federal Rule of Civil Procedure
11.
18. In the event that the Settlement does not become effective in accordance with the
terms of the Stipulation or the Effective Date does not occur, or in the event that the Settlement
Fund, or any portion thereof, is returned to the Payor Defendants, or to such other Person or Persons
that paid any portion of the Settlement Fund, then this Final Judgment shall be rendered null and
void to the extent provided by and in accordance with the Stipulation and shall be vacated and, in
such event, all orders entered and releases delivered in connection herewith shall be null and void to
the extent provided by and in accordance with the Stipulation.
IT IS SO ORDERED.
DATED: ac, THE H ORABLE LAURA TAYLOR SWAINUNITED STATES DISTRICT JUDGE
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CERTIFICATE OF SERVICE
I hereby certify that on June 4, 2010, I submitted the foregoing to orders and
[email protected] and e-mailed to the e-mail addresses denoted on the Court's
Electronic Mail Notice List, and I hereby certify that I have mailed the foregoing document or paper
via the United States Postal Service to the non-CM/ECF participants indicated on the attached
Manual Notice List.
I certify under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct. Executed on June 4, 2010.
s/ Ellen Gusikoff Stewart ELLEN GUSIKOFF STEWART
ROBBINS GELLER RUDMAN& DOWD LLP
655 West Broadway, Suite 1900San Diego, CA 92101-3301Telephone: 619/231-1058619/231-7423 (fax)
E-mail: elleng@rgrdl aw. corn
526352_1
Manual List
Gregory R. JonesMcDermott, Will & Emery LLP2049 Century Park East, 38th FloorLos Angeles, CA 90067-3218
526352_1
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Exclusion Cover Page
Case Name: TeleTech Holdings Inc.
Case Code: TELETECH
Exclusion Deadline: 5/28/2010
Name of Person Filing Exclusion: P. Susan Steele
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Exclusion Cover Page
Case Name: TeleTech Holdings Inc
Case Code: TELETECH
Exclusion Deadline: 5/28/2010
Name of Person Filing Exclusion: Jennifer D. Andretti
May 11, 2010
Tele Tech Litigation SettlementExclusionsClaims Administratorc/o Gilardi & Co. LLCP.P.Box 8040San Rafael, CA 94912-8040
I hereby request exclusion from the Class in In re Tele Tech Litigation, Master File No.1 :08-cv-00913-LTS.
Purchases of TeleTech common stock in my traditional IRA trading account withScottrade:
03/01/2007 7TEC 100 shares at $34.89 for total of $3489.0003/01/2007 TTEC 100 shares at $34.89 for total of $3489.00
Sales of TeleTech common stock in same account:
03/06/2007 TTEC 200 shares at $35.8901 for total of $7178.00
Jennifer D. Andretti
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Exclusion Cover Page
Case Name: TeleTech Holdings Inc.
Case Code: TELETECH
Exclusion Deadline: 5/28/2010
Name of Person Filing Exclusion: Jennifer D. & Don Andretti
May I I, 2010
Tele Tech Litigation SettlementExclusionsClaims Administratorc/o Gilardi & Co. LLCP.P.Box 8040San Rafael, CA 94912-8040
We hereby request exclusion from the Class in In re Tele Tech Litigation, Master FileNo. 1:08-cv-00913-LTS.
Purchases of TeleTech common stock in our joint trading account with Scottrade:
03/13/2007 TTEC 100 shares at $36.05 for total of $3605.0003/13/2007 TTEC 50 shares at $36.08 for total of $1804.00
Sales of TeleTech common stock in same account:
03/16/2007 TTEC 90 shares at $35.59 for total of $3203.0003/16/2007 TTEC 60 shares at $35.59 for total of $2135.00
Jennifer D. AndrertiDon Andretti
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